UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Fee paid previously with preliminary materials. |
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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. |
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Form, Schedule or Registration Statement No.:
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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
(312) 368-5510
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
March 10, 2025
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 March 10, 2025, 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/MM2U4YZ 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:
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Elect directors of each Fund in the following manner: |
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Elect George R. Aylward as a director of DNP by the holders of DNP’s common stock; |
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Elect Mark G. Kahrer as a director of DNP by the holders of DNP’s preferred stock; |
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Elect George R. Aylward as a director of DPG by the holders of DPG’s common and preferred stock, voting
together as a single class; |
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Elect Mark G. Kahrer as a director of DPG by the holders of DPG’s preferred stock; |
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Elect George R. Aylward and Mark G. Kahrer as directors of DTF by the holders of DTF’s common stock; and
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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 6, 2024 are entitled to vote at the meeting.
For the Board of Directors of each of the Funds,
KATHRYN L. SANTORO, Secretary
January 24, 2025
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 March 10, 2025: The proxy
statement for the 2025 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, March 10, 2025 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.
Summary of Proposals to Be Voted Upon
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| Proposal |
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Fund and Classes of Shareholders Entitled to Vote |
| 1a. |
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Election of George R. Aylward as a director of DNP |
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DNP common stock |
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Election of Mark G. Kahrer as a director of DNP |
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DNP preferred stock |
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Election of George R. Aylward as a director of DPG |
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DPG common and preferred stock |
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Election of Mark G. Kahrer as a director of DPG |
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DPG preferred stock |
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Election of George R. Aylward and Mark G. Kahrer as directors of DTF |
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DTF common stock |
Shareholders of record of each Fund at the close of business on December 6, 2024 are entitled to notice
of and to participate in the meeting. On the record date: DNP had 370,030,932 shares of common stock outstanding and 1,320 shares of preferred stock outstanding, DPG had 37,130,045 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 January 24, 2025. 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.
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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 seven 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.
Upcoming Director Retirements
Philip R. McLoughlin, Geraldine M. McNamara and David J. Vitale will be retiring from the Board at the end of the annual meeting of
shareholders on March 10, 2025 (Mr. McLoughlin and Mr. Vitale are retiring pursuant to the Funds’ director retirement policy). Mr. McLoughlin has been a director of DNP since 2009, of DPG since 2011 and of DTF since 1996.
Ms. McNamara has been a director of DNP since 2009, of DPG since 2011 and of DTF since 2003. Mr. Vitale has been a director of DNP since 2000, of DPG since 2011 and of DTF since 2005. The Funds express deep appreciation to
Mr. McLoughlin, Ms. McNamara and Mr. Vitale for their many years of dedicated service and wish them well in their retirement. Mr. Vitale currently serves as Chair of the Board of the Funds; upon his retirement, Ms. Moran
(who currently serves as Vice Chair) will assume the role of Chair of the Board of the Funds.
When Mr. McLoughlin, Ms. McNamara
and Mr. Vitale retire from the Board at the annual meeting of shareholders, the size of the Board will be reduced from seven to five, assuming the proposal to elect Mr. Kahrer is approved by shareholders. In the future, the Board may
decide to increase the size of the Board if doing so would improve the overall diversity of backgrounds, experiences and/or skills of the Board members.
Ms. McNamara has served as one of two directors elected by the holders of the preferred stock of DNP and DPG. Because the holders of the
preferred stock of DNP and DPG are entitled to elect two directors at all times, the Board has nominated Mr. Kahrer, a nominee director, for election at this year’s annual meeting by the holders of preferred stock of each of DNP and DPG,
voting as a separate class.
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 2028 and the holders of DNP preferred stock
are entitled to elect one director for a term ending in 2028. If elected, Mr. Aylward and Mr. Kahrer will serve until the annual meeting of shareholders in 2028 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 2028, and the holders of DPG preferred stock, voting as a separate class, are
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entitled to elect one director for a term ending in 2028. If elected, Mr. Aylward and Mr. Kahrer will serve until the annual meeting of shareholders in 2028 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 2028. If elected, Mr. Aylward and
Mr. Kahrer will serve until the annual meeting of shareholders in 2028 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.
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 in the footnotes to the table below:
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all of the directors are elected to the DNP Board by the holders of DNP common stock voting as a separate class;
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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 |
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all of the directors are elected to the DTF Board by the holders of DTF common stock. |
All of the directors of the Funds, except Mr. Aylward, 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”). Mr. Aylward is an “interested person” of the Funds by reason of his position as President and Chief Executive Officer of Virtus
Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Funds’ investment adviser, Duff & Phelps Investment Management Co. (the “Adviser”). Each of the current directors, except Mareilé B.
Cusack and Mr. Aylward, formerly served on the Board of Directors of Duff & Phelps Utility and Corporate Bond Trust Inc. (“DUC”) 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, the Adviser’s ultimate parent company. The address for all directors (including the nominees) is c/o Duff & Phelps Investment Management Co., 10 South Wacker
Drive, Suite 1900, Chicago, Illinois 60606.
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| Name, Address and Age |
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Positions
Held
with Funds |
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Term of
Office and
Length of
Time Served |
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Principal
Occupation(s)
During
Past
5 Years &
Qualifications |
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Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director |
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Other
Directorships
Held
by the Director
or Nominee
for
Director
During Past 5 Years |
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| Nominee Director—Independent Director |
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| Mark G. Kahrer(1)(2)
Age: 63 |
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Director Nominee |
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Nominee for a term expiring 2028 |
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Senior Vice President-Regulatory Affairs, Marketing and Energy Efficiency, New Jersey Natural Gas (subsidiary of New Jersey Resources)
2020-Present (Vice President of Regulatory Affairs, 2017-2019); Public Service Enterprise Group, 1983-2017 (positions held include Vice President
Finance & Development, PSEG Power; Vice President—Finance, PSE&G; Assistant Treasurer; Director—Financial Risk Management;
Director—Corporate Accounting) |
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Mr. Kahrer was selected to serve on the Board because of his extensive knowledge of utility companies and the regulatory environment in which they operate, including as an executive of two large, regulated utility
companies. |
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| Name, Address and Age |
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Positions
Held
with Funds |
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Term of
Office and
Length of
Time Served |
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Principal
Occupation(s)
During
Past
5 Years &
Qualifications |
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Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director |
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Other
Directorships
Held
by the Director
or Nominee
for
Director
During Past 5 Years |
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| Nominee Director—Interested Director |
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| George R. Aylward Age: 60 |
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Director |
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Nominee for a term expiring 2028; Director since September 2024 |
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President and Chief Executive Officer of Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates since 2005 |
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Mr. Aylward was selected to serve on the Board because of his extensive knowledge in all aspects of the development and management of registered investment companies, and the handling of various financial,
staffing, regulatory and operational issues, including as president and chief executive officer of a major multi-asset asset management company. |
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| Continuing Directors—Independent Directors |
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| Donald C. Burke(1)(2)
Age: 64 |
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Director |
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Term expires 2027; Director of DNP, DPG and DTF since 2014. |
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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 |
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Director, Avista Corp. (energy company); Trustee, Goldman Sachs Fund Complex 2010-2014; Director, BlackRock Luxembourg and Cayman Funds 2006-2010 |
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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. |
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Positions
Held
with Funds |
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Term of
Office and
Length of
Time Served |
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Principal
Occupation(s)
During
Past
5 Years &
Qualifications |
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Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director |
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Other
Directorships
Held
by the Director
or Nominee
for
Director
During Past 5 Years |
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| Mareilé B. Cusack Age: 66 |
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Director |
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Term expires 2026; Director of DNP, DPG and DTF since 2023. |
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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 |
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| Name, Address and Age |
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Positions
Held
with Funds |
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Term of
Office and
Length of
Time Served |
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Principal
Occupation(s)
During
Past
5 Years &
Qualifications |
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Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director |
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Other
Directorships
Held
by the Director
or Nominee
for
Director
During Past 5 Years |
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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) |
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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. |
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| Name, Address and Age |
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Positions
Held
with Funds |
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Term of
Office and
Length of
Time Served |
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Principal
Occupation(s)
During
Past
5 Years &
Qualifications |
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Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director |
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Other
Directorships
Held
by the Director
or Nominee
for
Director
During Past 5 Years |
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| Continuing Directors—Independent Directors |
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| Eileen A. Moran Age: 70 |
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Director and Vice Chair of the Board |
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Term expires 2027; Director of DNP since 2008, of DPG since 2011 and of DTF since 1996 |
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Private investor since 2011; President and Chief Executive Officer, PSEG Resources L.L.C. (investment company) 1990-2011 |
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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. |
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Elected (or nominated to be elected) to the DNP Board by the holders of DNP preferred stock, voting as a
separate class. |
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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. 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.
The executive committee of the Board is currently comprised of Mr. Vitale
(Chair), Mr. Burke, Ms. Cusack and Ms. Moran, and has authority, with certain exceptions, to exercise the powers of the Board between Board meetings. Ms. Moran will become Chair of the executive committee upon
Mr. Vitale’s retirement.
The audit committee of the Board is currently comprised of all independent directors of the Funds
(Mr. Burke serves as 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.
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The contracts committee of the Board is currently comprised of all independent directors of the
Funds (Ms. Moran serves as 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. Cusack serves
as 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.
During DNP’s fiscal year ended October 31, 2024, 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 three times and acted once by written consent; the DNP contracts committee met two times; and the DNP executive
committee did not meet or act by written consent. During DPG’s fiscal year ended October 31, 2024, the DPG Board met four times acted once by written consent; the DPG audit committee met two times; the DPG nominating and governance
committee met three times and acted once by written consent; 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 October 31, 2024, 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 three times and acted once by written consent; 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 was most recently amended December 11, 2024, and 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.
Nomination of Directors. The nominating and governance committee acts under a written charter that was most recently amended on
December 11, 2024. 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 Section 2(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.
9
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 seek to identify 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.
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
10
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., 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606, except as noted.
|
|
|
|
|
| Name, Address
and Age |
|
Position(s) Held with Funds and
Length
of Time Served |
|
Principal Occupation(s)
During Past 5
Years |
| David D. Grumhaus, Jr. Age: 58 |
|
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 Virtus Investment
Partners, Inc. One Financial Plaza Hartford, CT
06103 Age: 52 |
|
Vice President and Assistant Treasurer of DPG since 2011;
Vice President and Assistant Treasurer of DNP and DTF since
December 2024 |
|
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: 59 |
|
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) |
|
|
|
| Kathleen L. Hegyi Age: 57 |
|
Chief Compliance Officer since 2022 |
|
Managing Director, Chief Compliance Officer of the Adviser since 2022; Senior Compliance Officer, William Blair & Company, L.L.C. 2010-2022 |
|
|
|
| Connie M. Luecke, CFA Age: 66 |
|
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 |
11
|
|
|
|
|
| Name, Address
and Age |
|
Position(s) Held with Funds and
Length
of Time Served |
|
Principal Occupation(s)
During Past 5
Years |
|
|
|
| Alan M. Meder, CFA, CPA Age: 65 |
|
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, DUC 2000-2021 and Principal Financial and Accounting Officer and Assistant Secretary
2002-2021 |
|
|
|
| Daniel J. Petrisko, CFA Age: 64 |
|
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 and 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 of DUC 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: 60 |
|
Vice President of DNP and DTF since 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) |
|
|
|
| Kathryn L. Santoro Virtus Investment Partners,
Inc. One Financial Plaza Hartford, CT 06103
Age: 50 |
|
Secretary of DNP, DPG and DTF since June 2024 |
|
Vice President and Senior Attorney, Virtus Investment Partners, Inc. since 2024; various officer positions of registered funds advised by subsidiaries of Virtus Investment Partners, Inc. since 2024; Vice President, General Counsel,
and Secretary, Anuvu Corp. 2021-2023; Managing Counsel, Janus Henderson Investors and various officer positions of registered funds advised by Janus Henderson Investors 2016-2020 |
12
|
|
|
|
|
| Name, Address
and Age |
|
Position(s) Held with Funds and
Length
of Time Served |
|
Principal Occupation(s)
During Past 5
Years |
|
|
|
| Dusty L. Self Virtus Investment Partners,
Inc. 301 East Pine Street, Suite 500 Orlando, FL
32801 Age: 57 |
|
Vice President of DTF since 2022 |
|
Senior Portfolio Manager of the Adviser since 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,
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 Virtus Investment
Partners, Inc. One Financial Plaza Hartford, CT
06103 Age: 46 |
|
Vice President and Assistant Treasurer of DPG since 2018;
Vice President and Assistant Treasurer of DNP and DTF since
December 2024 |
|
Vice President and Closed-End Fund Controller, Virtus Investment Partners, Inc. since 2021 (Assistant Vice President—Mutual Fund Accounting & Reporting, 2015-2021; Director
2011-2015); various officer positions, Virtus Investment Partners, Inc. and/or certain of its subsidiaries since 2015; Vice President, Controller and Assistant Treasurer, Virtus Closed-End Funds and Virtus Closed-End Funds II since 2021 (Assistant Treasurer 2017-2021) |
|
|
|
| Dianna P. Wengler Robert W. Baird &
Co. Incorporated 500 West Jefferson Street Louisville, KY
40202 Age: 64 |
|
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 and
Assistant Secretary of DUC 2014-2021 |
13
The following table provides certain information relating to the equity securities beneficially
owned by each director or director nominee as of November 30, 2024, (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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Dollar Range of
Equity Securities
Owned in DNP |
|
|
Dollar Range of
Equity Securities
Owned in DPG |
|
|
Dollar Range of
Equity Securities
Owned in DTF |
|
|
Aggregate Dollar
Range
of Equity
Securities in
All Funds
Overseen or to
be Overseen
by Director or
Nominee in
Family of
Investment
Companies |
|
| Independent Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Donald C. Burke |
|
|
$50,001–$100,000 |
|
|
|
$10,001–$50,000 |
|
|
|
$10,001–$50,000 |
|
|
|
Over $100,000 |
|
| Mareilé B. Cusack |
|
|
$10,001–$50,000 |
|
|
|
$10,001–$50,000 |
|
|
|
None |
|
|
|
$50,001–$100,000 |
|
| Mark G. Kahrer |
|
|
None |
|
|
|
None |
|
|
|
None |
|
|
|
None |
|
| Philip R. McLoughlin |
|
|
Over $100,000 |
|
|
|
$50,001–$100,000 |
|
|
|
$10,001–$50,000 |
|
|
|
Over $100,000 |
|
| Geraldine M. McNamara |
|
|
Over $100,000 |
|
|
|
$50,001–$100,000 |
|
|
|
$10,001–$50,000 |
|
|
|
Over $100,000 |
|
| Eileen A. Moran |
|
|
Over $100,000 |
|
|
|
Over $100,000 |
|
|
|
$50,001–$100,000 |
|
|
|
Over $100,000 |
|
| David J. Vitale |
|
|
$50,001–$100,000 |
|
|
|
$50,001–$100,000 |
|
|
|
None |
|
|
|
Over $100,000 |
|
| Interested Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| George R. Aylward |
|
|
None |
|
|
|
$10,001–$50,000 |
|
|
|
None |
|
|
|
$10,001–$50,000 |
|
Based on information provided to the Funds, including information furnished by the Funds’ service
providers, as of November 30, 2024, 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.
14
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 October 31, 2024.
COMPENSATION TABLE(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name of Director |
|
Aggregate
Compensation
from DNP |
|
|
Aggregate
Compensation
from DPG |
|
|
Aggregate
Compensation
from DTF |
|
|
Aggregate
Compensation
from Other Funds
in Fund Complex(2) |
|
|
Total Compensation
from Fund Complex
Paid to Directors(2) |
|
| Independent Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Donald C. Burke |
|
$ |
88,371 |
|
|
$ |
12,709 |
|
|
$ |
1,920 |
|
|
$ |
421,758 |
|
|
$ |
524,758 |
|
| Mareilé B. Cusack |
|
|
80,650 |
|
|
|
11,598 |
|
|
|
1,752 |
|
|
|
— |
|
|
|
94,000 |
|
| Philip R. McLoughlin |
|
|
80,650 |
|
|
|
11,598 |
|
|
|
1,752 |
|
|
|
555,000 |
|
|
|
649,000 |
|
| Geraldine M. McNamara |
|
|
88,371 |
|
|
|
12,709 |
|
|
|
1,920 |
|
|
|
380,000 |
|
|
|
483,000 |
|
| Eileen A. Moran |
|
|
88,371 |
|
|
|
12,709 |
|
|
|
1,920 |
|
|
|
— |
|
|
|
103,000 |
|
| David J. Vitale |
|
|
123,549 |
|
|
|
17,766 |
|
|
|
2,685 |
|
|
|
— |
|
|
|
144,000 |
|
| Interested Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| George R. Aylward |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| (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 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 other than Messrs. McLoughlin and Vitale and Ms. McNamara. In addition to DNP, DPG and DTF, Mr. Burke oversees 97 additional funds that are advised by affiliates of Virtus, Mr. McLoughlin and
Ms. McNamara each oversee 89 additional funds that are advised by affiliates of Virtus, and Mr. Aylward oversees 107 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.
15
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 December 31, 2024, had approximately $12.2 billion 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 November 30, 2024 (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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Shares of
DNP common stock |
|
|
Shares of
DPG common stock |
|
|
Shares of
DTF common stock |
|
| George R. Aylward |
|
|
0 |
|
|
|
3,319 |
|
|
|
0 |
|
| Donald C. Burke(1) |
|
|
6,783 |
|
|
|
2,600 |
|
|
|
1,000 |
|
| Mareilé B. Cusack |
|
|
4,752 |
|
|
|
1,335 |
|
|
|
0 |
|
| Mark G. Kahrer |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Philip R. McLoughlin |
|
|
18,990 |
|
|
|
6,420 |
|
|
|
1,839 |
|
| Geraldine M. McNamara(1) |
|
|
16,736 |
|
|
|
5,352 |
|
|
|
3,883 |
|
| Eileen A. Moran |
|
|
14,266 |
|
|
|
8,335 |
|
|
|
5,316 |
|
| David J. Vitale(2) |
|
|
124,406 |
|
|
|
11,000 |
|
|
|
0 |
|
| Directors and executive officers as a
group(1)(2)(3) |
|
|
223,267 |
|
|
|
67,936 |
|
|
|
19,249 |
|
| (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 145,151 of the DNP shares, 17,500 of the DPG
shares and 6,421 of the DTF shares listed as owned by the directors and executive officers as a group. |
16
| (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 15, 15, and 15 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 Section 13(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 |
|
Name of Beneficial Owner |
|
Class of Shares |
|
Number of
Shares |
|
|
Percentage
of Class |
|
| DNP |
|
MetLife, Inc. (“MetLife”)(1)
200 Park Avenue New York, New York 10166 |
|
Preferred stock |
|
|
538 |
|
|
|
40.76 |
% |
|
|
|
|
|
|
|
MetLife Investment Management, LLC (“MIM”)
One MetLife Way Whippany,
New Jersey 07981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| DNP |
|
Corebridge Financial, Inc.(2)
2919 Allen Parkway, Woodson Tower Houston, Texas 77019 |
|
Preferred stock |
|
|
660 |
|
|
|
50.0 |
% |
|
|
|
|
|
| DPG |
|
MetLife and MIM(3)
(see above addresses) |
|
Preferred stock |
|
|
1,400,000 |
|
|
|
100.00 |
% |
|
|
|
|
|
| DPG |
|
Morgan Stanley(4)
1585 Broadway New York, New York 10036 |
|
Common stock |
|
|
2,173,076 |
|
|
|
5.85 |
% |
|
|
|
|
|
| DTF |
|
RiverNorth Capital Management, LLC(5)
360 S. Rosemary Avenue, Suite 1420 West Palm Beach, Florida
33401 |
|
Common stock |
|
|
430,976 |
|
|
|
6.13 |
% |
|
|
|
|
|
| DTF |
|
Relative Value Partners Group, LLC(6)
1033 Skokie Boulevard, Suite 470 Northbrook, Illinois
60062 |
|
Common stock |
|
|
525,090 |
|
|
|
7.47 |
% |
| DTF |
|
Kovitz Investment Group Partners, LLC(7)
71 South Wacker Drive, Suite 1860 Chicago, Illinois
60606 |
|
Common stock |
|
|
516,308 |
|
|
|
7.35 |
% |
| (1) |
Based on information provided by or on behalf of such entities as well as information derived from a Form 3
filed on March 18, 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 |
17
| |
(“MTLIC”), each of which is a direct wholly-owned subsidiary of MetLife with offices at 200 Park Avenue, New York, New York 10166. |
| (2) |
Based on a Schedule 13G filed by Corebridge Financial, Inc. on June 9, 2024. In that filing, Corebridge
Financial, Inc. stated that it has shared voting and dispositive power over all securities beneficially owned by it. |
| (3) |
Based on information provided by or on behalf of such entities as well as information derived from a Form 3
filed on August 31, 2015 and a Form 4 filed on July 18, 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 Morgan Stanley on November 7, 2024. In that filing, Morgan Stanley stated
that it has shared voting and dispositive power over all securities beneficially owned by it. |
| (5) |
Based on a Schedule 13G filed by RiverNorth Capital Management, LLC, on February 14, 2024. In that filing,
RiverNorth Capital Management, LLC stated that it has sole voting and dispositive power over all securities beneficially owned by it. |
| (6) |
Based on a Schedule 13G filed by Relative Value Partners Group, LLC, on February 12, 2024. In that filing,
Relative Value Partners Group, LLC stated that it has sole voting and dispositive power over all securities beneficially owned by it. |
| (7) |
Based on a Schedule 13G filed by Kovitz Investment Group Partners, LLC, on October 29, 2024. In that
filing, Kovitz Investment Group 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. Section 30(h) of the 1940 Act imposes the filing
requirements of Section 16 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 Section 16(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 a Form 3 filing was not timely filed on behalf of Philip H. Hooks with respect to 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 2024 audited financial statements, the audit
committee: (1) reviewed and discussed each Fund’s 2024 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 Rule 3200T, (3) received and reviewed the written disclosures and the letter from the independent
accountant 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
18
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)
Mareilé 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 October 31, 2025. 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 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.
19
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 |
|
| |
|
Fiscal year
ended
October 31,
2024 |
|
|
Fiscal year
ended
October 31,
2023 |
|
| Audit Fees(1) |
|
$ |
69,015 |
|
|
$ |
86,515 |
|
| Audit-Related Fees(2)(6) |
|
|
0 |
|
|
|
0 |
|
| Tax Fees(3)(6) |
|
|
21,186 |
|
|
|
21,186 |
|
| All Other Fees(4)(6) |
|
|
0 |
|
|
|
0 |
|
| Aggregate Non-Audit Fees(5)(6) |
|
|
21,186 |
|
|
|
21,186 |
|
|
|
| |
|
DPG |
|
| |
|
Fiscal year
ended
October 31,
2024 |
|
|
Fiscal year
ended
October 31,
2023 |
|
| Audit Fees(1) |
|
$ |
57,780 |
|
|
$ |
57,780 |
|
| Audit-Related Fees(2)(6) |
|
|
0 |
|
|
|
0 |
|
| Tax Fees(3)(6) |
|
|
6,955 |
|
|
|
6,955 |
|
| All Other Fees(4)(6) |
|
|
0 |
|
|
|
0 |
|
| Aggregate Non-Audit Fees(5)(6) |
|
|
6,955 |
|
|
|
6,955 |
|
|
|
| |
|
DTF |
|
| |
|
Fiscal year
ended
October 31,
2024 |
|
|
Fiscal year
ended
October 31,
2023 |
|
| Audit Fees(1) |
|
$ |
57,780 |
|
|
$ |
57,780 |
|
| Audit-Related Fees(2)(6) |
|
|
0 |
|
|
|
0 |
|
| Tax Fees(3)(6) |
|
|
8,935 |
|
|
|
11,735 |
|
| All Other Fees(4)(6) |
|
|
0 |
|
|
|
0 |
|
| Aggregate Non-Audit Fees(5)(6) |
|
|
8,935 |
|
|
|
11,735 |
|
| (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 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. |
20
| (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 Section 10A 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 March 10, 2024 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 2026 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 September 26,
2025. Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under the 1934 Act, a Fund may solicit proxies in connection with the 2026 annual meeting which confer discretionary
authority to vote on any shareholder proposals of which the Secretary of the Fund does not receive notice by December 10, 2025. 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 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
21
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 December 6, 2024 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/MM2U4YZ. 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, the Funds’ proxy solicitor. 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, five business 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.
January 24, 2025
23
PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE
14-DIGIT CONTROL NUMBER & 8-DIGIT SECURITY REQUESTING CODE MATERIAL LISTED VIA IN THE THE BOXES TELEPHONE BELOW & WHEN 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 10, 2025. As On a the shareholder, back of this it notice, is important you will for find you a to summary vote! of the proposals that
require a shareholder vote at Meeting. the on This the communication Internet or by is mail NOT . We a form encourage for voting you and to access presents and only review an overview all of the of important the more information complete proxy
contained materials in the that proxy are materials available to before you voting. The Joint Proxy Statement for the Meeting and Form of Proxy are available at: https://www.proxy-direct.com/dnp-34270 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 27, 2025, to facilitate timely delivery. The Meeting of Shareholders of DNP Select Income Fund
Inc. will be held virtually at the following website: meetnow.global/MM2U4YZ on March 10, 2025, 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 on to the Internet and go Log to: https://www.proxy-direct.com/dnp-34270 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 E Email -MAIL us REQUEST to request AT: Proxy proxymaterials@computershare Materials for the shareholder .com: meeting
and/or to 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 set future delivery preferences. from the U.S. or Canada at NO CHARGE to you. Follow the
instructions—Provide only your 14-Digit Control Number and 8-Digit Security Code as listed provided in the recorded messages.—on this notice in your email
request for materials materials . in paper form or via If you want to elect to receive all future proxy email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 27, 2025, TO
FACILITATE TIMELY DELIVERY. DNP_34271_NA_121224
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 Number you and are Security ready to Code vote, on electronic the front voting of this is Notice. available The by
Touch Internet Tone or voting Touch phone Tone number Phone by is using different the from Control the ordering paper copy phone of the number materials and to is receive displayed a Proxy on the Card website. and Return If you Envelope. want to
vote via Mail, you will need to request a 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_34270_NA_121224
PO Box 43131 EVERY VOTE IS IMPORTANT Providence, RI 02940-3131 EASY VOTING OPTIONS: VOTE ON Log THE on INTERNET to: www or scan .proxy
the -direct QR code .com Follow the available on-screen 24 hours instructions Call VOTE 1-800 BY- 337 PHONE -3503 Follow
available the recorded 24 hours instructions Vote, sign VOTE and BY date MAIL this Proxy postage Card and -paid return envelope in the VOTE at AT the THE following VIRTUAL Website: MEETING meetnow.global/MM2U4YZ on March 10, 2025 at To
Participate 1:00 p.m in ., Eastern the Virtual Time 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 10, 2025 COMMON STOCK PROXY any of them, SOLICITED each with BY full MANAGEMENT power of substitution, FROM COMMON are authorized SHAREHOLDERS to vote all shares . Kathleen of common L.
Hegyi, stock Alan of DNP M. Meder, Select Daniel Income J .Fund Petrisko, Inc. (the and “Fund”) Kathyrn owned L. Santoro by the or undersigned Eastern Time, at and the at Joint any Annual adjournment Meeting of of the Shareholders meeting.
To to participate be held virtually in the Virtual at the Meeting following enter Website: the 14 meetnow -digit control .global/MM2U4YZ number from the on shaded March box 10, 2025, on this at card 1:00 . p They .m., 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 and To change indicate the your address new address on your account, in the address please space check below the
box . Please at right note be submitted that changes via this to method the registered . name(s) on the account may not ï,£ DNP_34270_121224 xxxxxxxxxxxxxx code PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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 10, 2025. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct .com/dnp-34270 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. 1a . Election of Director: FOR WITHHOLD 01 . George R. Aylward ï,£ ï,£ 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 DNP1 34270 xxxxxxxx
PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE
14-DIGIT CONTROL NUMBER & 8-DIGIT SECURITY REQUESTING CODE MATERIAL LISTED VIA IN THE THE BOXES TELEPHONE BELOW & WHEN 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 10, 2025. As On a the shareholder, back of this it notice, is important you will for find you a to summary vote! of the proposals that
require shareholder vote at Meeting. a the on This the communication Internet or by is mail NOT . We a form encourage for voting you and to access presents and only review an overview all of the of important the more information complete proxy
contained materials in the that proxy are materials available to before you voting. The Joint Proxy Statement for the Meeting and Form of Proxy are available at: https://www.proxy-direct.com/dnp-34270 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 27, 2025, to facilitate timely delivery. The Meeting of Shareholders of DNP Select Income Fund
Inc. will be held virtually at the following website: meetnow.global/MM2U4YZ on March 10, 2025, 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 on to the Internet and go Log to: https://www.proxy-direct.com/dnp-34270 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 E Email -MAIL us REQUEST to request AT: Proxy proxymaterials@computershare Materials for the shareholder .com: meeting
and/or to 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 set future delivery preferences. from the U.S. or Canada at NO CHARGE to you. Follow the
instructions—Provide only your 14-Digit Control Number and 8-Digit Security Code as listed provided in the recorded messages.—on this notice in your email
request for materials proxy materials . in paper form or via If you want to elect to receive all future email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 27, 2025, TO
FACILITATE TIMELY DELIVERY. DNP_34270_NA_121224_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 Number you and are Security ready to Code vote, on electronic the front voting of this is Notice available . The by
Touch Internet Tone or voting Touch phone Tone number Phone by is using different the from Control the ordering paper copy phone of the number materials and to is receive displayed a Proxy on the Card website and Return . If you Envelope want to.
vote via Mail, you will need to request a 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_34270_NA_121224_Pref
PO Box 43131 EVERY VOTE IS IMPORTANT Providence, RI 02940-3131 EASY VOTING OPTIONS: VOTE ON Log THE on INTERNET to: www or scan .proxy
the -direct QR code .com Follow the available on-screen 24 hours instructions Call VOTE 1-800 BY- 337 PHONE -3503 Follow
available the recorded 24 hours instructions Vote, sign VOTE and BY date MAIL this Proxy postage Card and -paid return envelope in the VOTE at AT the THE following VIRTUAL Website: MEETING meetnow.global/MM2U4YZ on March 10, 2025 at To
Participate 1:00 p.m in ., Eastern the Virtual Time 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 10, 2025 PREFERRED STOCK PROXY any of them, SOLICITED each with BY full MANAGEMENT power of substitution, FROM PREFERRED are authorized SHAREHOLDERS to vote all shares . Kathleen of
preferred L. Hegyi, stock of Alan DNP M. Select Meder, Income Daniel J Fund . Petrisko, Inc. (the and “Fund”) Kathyrn owned L. Santoro by the or undersigned Eastern Time, at and the at Joint any Annual adjournment Meeting of of the
Shareholders meeting. To to participate be held virtually in the Virtual at the Meeting following enter Website: the 14 meetnow -digit control .global/ number MM2U4YZ from the on shaded March box 10, 2025, on this at card 1:00 . p They .m., 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 and To change indicate the your address new address on your account, in the address please space check below the
box . Please at right note be submitted that changes via this to method the registered . name(s) on the account may not ï,£ DNP_34270_121224_Pref xxxxxxxxxxxxxx code PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
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 10, 2025. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct .com/dnp-34270 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. 1b . Election of Director: FOR WITHHOLD 01. Mark G. Kahrer ï,£ ï,£ Authorized Signatures — This section must be completed for your vote to be counted — Sign and Date Below B 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 34270 xxxxxxxx
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 10, 2025
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 031025 THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” THE ELECTION OF DIRECTOR. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 1e. Election of Directors: 2. Transact such other business as may properly
come before the meeting, or any NOMINEES: adjournment or postponement thereof. FOR ALL NOMINEES O O George R. Aylward Mark G. Kahrer Shareholders to vote at the meeting of record . at the close of business on December 6, 2024 are entitled FOR
WITHHOLD ALL NOMINEES AUTHORITY FOR ALL EXCEPT The undersigned hereby acknowledges receipt of the accompanying Notice of (See instructions below) Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 10,
2025. 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 INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE
REVERSE SIDE OF THIS CARD. To indicate change your the new address address on your in the account, address please space check above the . Please box at note right and that changes this method to the . registered name(s) on the account may not be
submitted via Signature of Shareholder Date: Signature of Shareholder Date: Note: Please full title sign as such exactly . If the as signer your name is a corporation, or names appear please on sign this full Proxy corporate . When name shares by
duly are authorized held jointly, officer, each holder giving should full title sign as such . When . If signer signing is a as partnership, executor, administrator, please sign in attorney, partnership trustee name or by guardian, authorized please
person give.
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 10, 2025
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
1-201-299-4446 from foreign countries from any COMPANY NUMBER 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. ACCOUNT NUMBER 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/MM2U4YZ 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 031025 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTOR. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE 1e. Election of Directors: 2. Transact such other business as may properly come before the meeting, or any NOMINEES: adjournment or postponement thereof. FOR ALL NOMINEES O O George R. Aylward Mark G. Kahrer
Shareholders to vote at the meeting of record . at the close of business on December 6, 2024 are entitled FOR WITHHOLD ALL NOMINEES AUTHORITY FOR ALL EXCEPT The undersigned hereby acknowledges receipt of the accompanying Notice of (See
instructions below) Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 10, 2025. 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: JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. To indicate change your the new address address
on your in the account, address please space check above the . Please box at note right and that changes this method to the . registered name(s) on the account may not be submitted via Signature of Shareholder Date: Signature of Shareholder Date:
Note: title Please as such sign .exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as
sign such . .When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person give full .
————————— . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . ———————— 1 DTF TAX-FREE INCOME 2028 TERM FUND INC. PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS FOR MEETING TO BE HELD ON
MARCH 10, 2025 Kathleen L. Hegyi, Alan M. Meder, Daniel J. Petrisko and Kathryn L. Santoro 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 10, 2025, 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
DTF Important TAX Notice -FREE of Availability INCOME of Proxy Materials 2028 for TERM the Shareholder FUND Meeting INC of . To Be Held
Virtually On March 10, 2025 at 1:00 p.m., Eastern Time at the following website: https://meetnow.global/MM2U4YZ COMPANY NUMBER JOHN SMITH 1234 MAIN STREET ACCOUNT NUMBER APT. 203 NEW YORK, NY 10038 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 02/24/25. 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) or
201-299-6210 (for international callers) E-MAIL: help@equiniti.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/MM2U4YZ 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: George R. Aylward Mark G. Kahrer Please note that you cannot use this notice to vote.
PO Box 43131 EVERY VOTE IS IMPORTANT Providence, RI 02940-3131 EASY VOTING OPTIONS: VOTE ON Log THE on INTERNET to: www or scan .proxy
the -direct QR code .com Follow the available on-screen 24 hours instructions Vote, sign VOTE and BY date MAIL this Proxy postage Card and -paid return envelope in the VOTE at AT the THE following VIRTUAL
Website: MEETING meetnow.global/MM2U4YZ on March 10, 2025 at To Participate 1:00 p.m in ., Eastern the Virtual Time Meeting, . enterthe the shaded 14-digit box control on this number card. from Please
detach at perforation before mailing. PROXY DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 10, 2025 COMMON STOCK any PROXY of them, SOLICITED each with BY full MANAGEMENT
power of substitution, FROM are COMMON authorized SHAREHOLDERS to vote all shares . Kathleen of common L. stock Hegyi, of Alan Duff M &. Phelps Meder, Utility Daniel and J. Petrisko, Infrastructure and Kathyrn Fund Inc L ..(the Santoro,
“Fund”) or owned at 1:00 by p.m the ., Eastern undersigned Time, at and the at Joint any Annual adjournment Meeting of of the Shareholders meeting. To to participate be held virtually in the Virtual at the following Meeting Website: enter
the meetnow 14-digit control .global/MM2U4YZ number from on the March shaded 10, box 2025, 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 and change indicate the your address new address on your account, in the address please space check below the box . Please at right be note submitted that changes via this to method the registered . name(s) on the
account may not ï,£ DPG_34269_121924 xxxxxxxxxxxxxx code PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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 10, 2025. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct .com/dpg-34269 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. George R. Aylward ï,£ ï,£ Authorized Signatures — This section must be completed for your vote to be counted — Sign and Date Below B 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 34269 xxxxxxxx
PO Box 43131 EVERY VOTE IS IMPORTANT Providence, RI 02940-3131 EASY VOTING OPTIONS: VOTE ON Log THE on INTERNET to: www or scan .proxy
the -direct QR code .com Follow the available on-screen 24 hours instructions Vote, sign VOTE and BY date MAIL this Proxy postage Card and -paid return envelope in the VOTE at AT the THE following VIRTUAL
Website: MEETING meetnow.global/MM2U4YZ on March 10, 2025 at To Participate 1:00 p.m in ., Eastern the Virtual Time Meeting, . enterthe the shaded 14-digit box control on this number card. from Please
detach at perforation before mailing. PROXY DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 10, 2025 PREFERRED STOCK PROXY any of them, SOLICITED each with BY full MANAGEMENT
power of substitution, FROM PREFERRED are authorized SHAREHOLDERS to vote all shares of . Kathleen preferred L stock . Hegyi, of Duff Alan & M Phelps . Meder, Utility Daniel and J. Infrastructure Petrisko, and Fund Kathyrn Inc L . .(the
Santoro, “Fund”) or at owned 1:00 by p.m the ., Eastern undersigned Time, at and the at Joint any Annual adjournment Meeting of of the Shareholders meeting. To to participate be held virtually in the Virtual at the following Meeting
Website: enter the meetnow 14-digit control .global/MM2U4YZ number from on the March shaded 10, box 2025, 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 and change indicate the your address new address on your account, in the address please space check below the box . Please at right be note submitted that changes via this to method the registered .
name(s) on the account may not ï,£ DPG_34269_121924_Pref xxxxxxxxxxxxxx code PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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 10, 2025. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at:
https://www.proxy-direct .com/dpg-34269 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: X A Proposals The Board of Directors recommends a vote “FOR” the nominees
listed. 1c . Election of Director: FOR WITHHOLD 01 . George R. Aylward ï,£ ï,£ 1d. Election of Director: FOR WITHHOLD 01 . Mark G. Kahrer ï,£ ï,£ 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 DPG2 34269 xxxxxxxx
DNP Select Income (NYSE:DNP)
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De Déc 2024 à Jan 2025
DNP Select Income (NYSE:DNP)
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