DEF: Funds Announce Joint Annual Meeting for Director Elections

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

• 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 hold a joint annual meeting of shareholders on March 9, 2026, at 1:00 p.m. Eastern Time, conducted solely online.
• Shareholders of record as of January 2, 2026, are entitled to vote at the meeting.
• The primary business for the meeting is the election of Mareil B. Cusack as a director for each Fund, with terms expiring in 2029.
• A quorum, requiring a majority of eligible shares to be represented, is vital; failure to achieve this will result in the meeting's adjournment and additional solicitation expenses.
• 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.
• Shareholders can access proxy materials online and vote electronically, by telephone, or by mail.

Sentiment

Score: 6

Explanation: The filing is primarily procedural, focusing on routine corporate governance matters such as director elections and the logistics of the annual meeting. It highlights strong governance practices and experienced nominees, which are positive. However, it also includes a prominent warning about the potential for meeting adjournment due to lack of quorum, which introduces a minor negative procedural element. Overall, the content is neutral to slightly positive regarding governance, with no significant financial or operational news.

Positives

• Mareil B. Cusack, the director nominee, possesses extensive experience in asset management, mutual fund operations, and regulatory agencies, including the U.S. Securities and Exchange Commission.
• The Board leadership structure includes an independent Chair (Eileen A. Moran) and independent directors who comprise the audit, contracts, and nominating and governance committees, ensuring strong independent oversight.
• The Funds have a clear mandatory director retirement policy set at age 78.
• All directors demonstrated strong engagement by attending at least 75% of Board and committee meetings during the fiscal year ended October 31, 2025.
• The audit committee charter was recently amended on December 10, 2025, to explicitly include responsibility for discussing major financial risk exposures with management.
• The nominating and governance committee charter was also recently amended on December 10, 2025, and outlines criteria for director nominations, including a focus on diversity of business, educational, and life experiences.

Negatives

• The joint meeting will be adjourned without conducting business if fewer than a majority of eligible shares are represented, which would lead to additional solicitation expenses and possible delays.

Risks

• Risk of meeting adjournment due to failure to obtain a quorum, which would result in additional solicitation expenses and potential delays in conducting Fund business.

Future Outlook

The filing primarily focuses on the upcoming annual meeting and director elections. It indicates that if Mareil B. Cusack is elected, she will serve until the annual meeting in 2029. It also sets procedural deadlines for shareholder proposals for the 2027 annual meeting. No specific financial or operational guidance for the Funds is provided.

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. 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."

Industry Context

This filing pertains to three closed-end investment funds (DNP, DPG, DTF) advised by Duff & Phelps Investment Management Co., an indirect subsidiary of Virtus Investment Partners, Inc. (VRTS). It represents a standard proxy solicitation for director elections and corporate governance updates, which is a routine practice in the investment fund industry to ensure proper oversight and shareholder participation. The adoption of a virtual meeting format aligns with broader trends in corporate meetings, reflecting technological advancements and convenience for shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• Duff & Phelps Investment Management Co. (Investment Adviser) and Virtus Fund Services, LLC (Administrator) are indirect, wholly-owned subsidiaries of Virtus Investment Partners, Inc., the ultimate parent company.
• George R. Aylward, an interested director, serves as President and Chief Executive Officer of Virtus Investment Partners, Inc.
• Officers of the Funds receive no compensation directly from the Funds for their officer roles but are compensated as employees or officers of the Investment Adviser, the Funds' administrator, or an affiliate of the Investment Adviser.
• Independent directors receive a single set of fees for their service to all Funds, including an annual retainer fee of $98,000, with additional retainers for committee chairs ($10,000) and the Board Chair ($50,000).

Stakeholder Impact

• **Shareholders**: Required to actively participate by voting on director elections to ensure a quorum and avoid meeting adjournment and associated costs. They have access to proxy materials and can attend the meeting virtually.
• **Directors/Management**: The filing outlines their roles, responsibilities, and compensation structure, with a key focus on the election of Mareil B. Cusack and recent officer changes.
• **Investment Adviser/Administrator**: Continue to provide services to the Funds, with their risk oversight policies being a consideration for the contracts committee.
• **Auditors**: Ernst & Young LLP (EY) is being replaced by PricewaterhouseCoopers LLP (PwC) for the upcoming fiscal year, impacting the audit engagement.

Next Steps

• Shareholders are to vote on the election of Mareil B. Cusack as a director for each Fund at the joint annual meeting.
• Shareholders will also transact any other business that may properly come before the meeting.
• The Funds will bear the cost of the annual meeting and proxy solicitation.
• The Board will elect officers at the annual meeting held in connection with the annual meeting of shareholders.
• PricewaterhouseCoopers LLP (PwC) will become the Funds' independent public accounting firm for the fiscal year ending October 31, 2026, replacing Ernst & Young LLP (EY) upon completion of the 2025 audit.

Key Dates

Recommendation

This filing is a routine proxy statement primarily focused on corporate governance, specifically the election of a director and procedural matters for the annual meeting. It does not contain financial performance data, strategic shifts, or other information that would warrant a change in investment recommendation. The emphasis on shareholder participation for quorum is a procedural note, not indicative of underlying operational issues. Investors should maintain their current position based on the Funds' underlying investment strategies and performance, which are not detailed here.

Keywords

DNP Select Income Fund, Duff & Phelps Utility and Infrastructure Fund, DTF Tax-Free Income 2028 Term Fund, SEC filing, proxy statement, annual meeting, director election, corporate governance, closed-end funds, investment management, shareholder vote, Mareil B. Cusack, Virtus Investment Partners