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 ☐
Check the appropriate box:
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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
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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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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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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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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DNP SELECT INCOME FUND INC.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
DTF TAX-FREE INCOME 2028 TERM FUND INC.
200 S. Wacker Drive, Suite 500
Chicago, Illinois 60606
(800) 338-8214
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
March 7, 2022
The
annual meeting of shareholders of each of DNP Select Income Fund Inc. (DNP) and Duff & Phelps Utility and Infrastructure Fund Inc. (DPG) and DTF Tax-Free Income 2028 Term Fund
Inc. (formerly known as DTF Tax-Free Income Inc.) (DTF and, together with DNP and DPG, the Funds) will be held on March 7, 2022 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/MT7S9RS on the meeting date and at the time noted above and 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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1.
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Elect directors of each Fund in the following manner:
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a.
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Elect Philip R. McLoughlin as a director of DNP by the holders of DNPs common stock, voting as a separate
class;
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b.
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Elect Philip R. McLoughlin as a director of DPG by the holders of DPGs common and preferred stock, voting
together as a single class;
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c.
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Elect Philip R. McLoughlin as a director of DTF by the holders of DTFs common and preferred stock, voting
together as a single class; and
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d.
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Elect Donald C. Burke as a director of DTF by the holders of DTFs preferred stock, voting as a separate
class; and
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2.
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Consider and vote on an amendment to DNPs charter to increase the number of authorized shares of common
stock from 350,000,000 to 450,000,000; and
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Transact such other business as may properly come before the meeting, or any adjournment or postponement
thereof.
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Shareholders of record at the close of business on December 10, 2021 are entitled to vote at the meeting.
For the Board of Directors of each of the Funds,
DANIEL J. PETRISKO, Assistant Secretary
January 21, 2022
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 7, 2022: The proxy
statement for the 2022 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. (formerly known as DTF Tax-Free Income Inc.) (DTF and, together with
DNP and DPG, the Funds) is soliciting proxies from the shareholders of each Fund for use at the joint annual meeting of shareholders to be held on Monday, March 7, 2022 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 Funds meeting to a time immediately after the meeting, so that such Funds 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
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1a.
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Election of Philip R. McLoughlin as a director of DNP
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DNP common stock
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1b.
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Election of Philip R. McLoughlin as a director of DPG
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DPG common and preferred stock
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1c.
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Election of Philip R. McLoughlin as a director of DTF
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DTF common and preferred stock
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1d.
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Election of Donald C. Burke as a director of DTF
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DTF preferred stock
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Amendment of DNPs charter
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DNP common and preferred stock
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Shareholders of record of each Fund at the close of business on December 10, 2021 are entitled to notice
of and to participate in the meeting. On the record date: DNP had 345,195,067 shares of common stock outstanding and 2,070 shares of preferred stock outstanding, DPG had 37,992,373 shares of common stock outstanding and 1,600,000 shares of preferred
stock outstanding and DTF had 7,029,567 shares of common stock outstanding and 650 shares of preferred 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 21, 2022. 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 $235,000, and will
be charged to the respective Funds based on their proportion of shareholder accounts except where another alternative allocation methodology is deemed more appropriate.
1. ELECTION OF DIRECTORS
The Board of each Fund is responsible for the overall management and operations of that Fund. As of the date of this joint proxy statement, the
Board of each Fund is comprised of six directors. Directors of each Fund are divided into three classes and are elected to serve staggered three-year terms.
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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 Retirement
Nathan I. Partain retired as President and Chief Investment Officer of the Funds investment adviser, Duff & Phelps Investment
Management Co. (the Adviser), in December 2020 and as President and Chief Executive Officer of the Funds in March 2021. He will also be retiring from the Board when his current term expires at the end of the annual meeting of
shareholders on March 7, 2022. Mr. Partain has been a director of DNP and DTF since 2007, and of DPG since 2011, and served as the President and Chief Executive Officer of DNP from 2001 to 2021 (Chief Investment Officer from 1998 to 2017),
of DPG from 2011 to 2021, and of DTF from 2004 to 2021. The Funds express deep appreciation to Mr. Partain for his many years of dedicated service and wish him well in his retirement.
When Mr. Partain retires from the Board at the annual meeting of shareholders, the size of the Board will be reduced from six to five. 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.
Mr. Partain is currently serving as one of two directors elected by the holders of DTFs preferred stock, having been elected to
that position in 2021 by Ms. McNamara (who at that time was the sole remaining director elected by the holders of DTFs preferred stock) to fill the vacancy created by the retirement of Robert J. Genetski. In light of
Mr. Partains upcoming retirement, the Board has nominated Donald C. Burke for election at this years annual meeting by the holders of DTFs preferred stock, voting as a separate class. Mr. Burke has been a director of DNP
and DPG since 2014 and is currently holding over as a DTF director because no successor was elected at the annual meeting of DTF shareholders in 2021.
Election of DNP Director (Proposal 1a.)
At the meeting, holders of DNP common stock are entitled to elect one director for a term ending in 2025, to serve until the annual meeting of
shareholders in that year and until his successor shall be duly elected and qualified. A plurality of votes cast at the meeting by the holders of DNP common 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 1b.)
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
2025, to serve until the annual meeting of shareholders in that year and until his successor shall be duly 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, 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.
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Election of DTF Directors (Proposal 1c. and 1d.)
At the meeting, holders of DTF common and preferred stock, voting as a single class, are entitled to elect one director for a term ending in
2025 and the holders of DTF preferred stock, voting as a separate class, are entitled to elect one director for a term ending in 2024, in each case to serve until the annual meeting of shareholders in that year and until their respective successors
shall be duly elected and qualified. A plurality of votes cast at the meeting by the holders of DTF 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 DTF 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.
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:
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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 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 and preferred stock voting as a
single class;.
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All of the directors of the Funds are classified as independent directors because none of them are
interested persons of the Funds, as defined in the Investment Company Act of 1940 (the 1940 Act). Each of the directors formerly served on the Board of Directors of Duff & Phelps Utility and Corporate Bond Trust Inc.
until its merger into DNP in March 2021. The term Fund Complex refers to the Funds and all other investment companies advised by affiliates of Virtus Investment Partners, Inc. (Virtus), the Advisers parent company. The
address for all directors is c/o Duff & Phelps Investment Management Co., 200 South Wacker Drive, Suite 500, 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
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Other
Directorships
Held
by the
Director
During Past 5 Years
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NomineesIndependent Directors
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Donald C. Burke(1)(2) (3)
Age: 61
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Director
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Nominee for DTF term expiring in 2024; DNP and DPG term expires 2024; 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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Philip R. McLoughlin
Age: 75
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Director
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Nominee for term expiring in 2025; Director of DNP since 2009, of DPG since 2011 and of DTF since 1996
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Private investor since 2010
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Chairman of the Board, Lazard World Trust Fund (closed-end fund; f/k/a The World Trust Fund) 2010-2019 (Director 1991-2019)
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Mr. McLoughlin was selected to serve on the Board because of his understanding of asset management and mutual fund operations and strategy gained from his experience as chief executive officer of an asset
management company and chief investment officer of an insurance company.
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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
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Other
Directorships
Held
by the
Director
During Past 5 Years
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Continuing DirectorsIndependent Directors
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Geraldine M. McNamara(1)(2) (3)
Age: 70
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Director
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Term expires 2023; Director of DNP since 2009, of DPG since 2011 and of DTF since 2003
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Private investor since 2006; Managing Director, U.S. Trust Company of New York 1982-2006
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93
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Ms. McNamara was selected to serve on the Board because her experience of advising individuals on their personal financial management has given her an enhanced understanding of the goals and expectations that
individual investors bring to the Funds.
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Eileen A. Moran
Age: 67
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Director and Vice Chairperson of the Board
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Term expires 2024; Director of DNP since 1996, 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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3
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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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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
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Other
Directorships
Held
by the
Director
During Past 5 Years
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David J. Vitale
Age: 75
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Director and Chairman of the Board
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Term expires 2023; Director of DNP since 2000, of DPG since 2011 and of DTF since 2005
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Advisor, Ariel Investments, LLC since 2019; Chairman, Urban Partnership Bank 2010-2019; President, Chicago Board of Education 2011-2015; Senior Advisor to the CEO, Chicago Public Schools 2007-2008 (Chief Administrative Officer
2003-2007); President and Chief Executive Officer, Board of Trade of the City of Chicago, Inc. 2001-2002; Vice Chairman and Director, Bank One Corporation 1998-1999; Vice Chairman and Director, First Chicago NBD Corporation, and President, The First
National Bank of Chicago 1995-1998; Vice Chairman, First Chicago Corporation and The First National Bank of Chicago 1993-1998 (Director 1992-1998; Executive Vice President 1986-1993)
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Director, United Airlines Holdings, Inc. (airline holding company); Ariel Alternatives, LLC; Ariel Investments, LLC (2001-2021); Wheels, Inc. (automobile fleet management) (2001-2021); and Chairman, Urban Partnership Bank
2010-2019
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Mr. Vitale was selected to serve on the Board because of his extensive experience as an executive in both the private and public sector, his experience serving as a director of other public companies and his
knowledge of financial matters, capital markets, investment management and the utilities industry.
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(1)
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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.
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Elected (or nominated to be elected) to the DTF Board by the holders of DTF preferred stock, voting as a
separate class.
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Board Leadership Structure
The Board believes that the most appropriate leadership structure for the Funds is for the Chairman of the Board to be an independent director,
in order to provide strong, independent oversight of each Funds management and affairs, including each Funds risk management function. Accordingly, while the Chief Executive Officer of the Funds may be elected to serve on the Board, he
or she will not normally be eligible to serve as Chairman of the Board. The independent Chairman of the Board presides at meetings of the shareholders, meetings of the Board and meetings of independent directors. In addition, the independent
Chairman 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 (Chairman), Mr. Burke, Ms. McNamara and
Ms. Moran, and has authority, with certain exceptions, to exercise the powers of the Board between Board meetings.
The audit
committee of the Board is currently comprised of all independent directors of the Funds (Mr. Burke, Chairman) and makes recommendations regarding the selection of each Funds 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 Funds accounting, auditing, financial reporting and internal control functions.
The contracts committee of the Board is currently comprised of all independent directors of the Funds (Ms. Moran, Chairperson) and makes
recommendations regarding each Funds contractual arrangements for investment management and administrative services, including the terms and conditions of such contracts.
The nominating and governance committee of the Board is currently comprised of all independent directors of the Funds (Ms. McNamara,
Chairperson) 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 Boards continuing education program, which includes quarterly presentations for directors covering a variety of topics, including, among other topics, (i) the industries and types of
investments in which the Funds invests, (ii) investment techniques utilized by the Funds, (iii) current developments in securities law and the mutual fund industry, (iv) best practices in corporate and mutual fund governance and
(v) enterprise risk management, cybersecurity, and other emerging issues.
In addition to the four standing committees, the DNP Board
also has a special committee called the ATM committee, which is comprised of the members of the executive committee of the DNP Board (Mr. Vitale
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(Chairman), Mr. Burke, Ms. McNamara and Ms. Moran) and is responsible for certain oversight functions in connection with DNPs ongoing at-the-market (ATM) offering program.
During DNPs fiscal year
ended October 31, 2021, the DNP Board met six times and acted once by written consent; the DNP audit committee met two times; the DNP nominating and governance committee met two times; the DNP contracts committee met two times; the DNP
executive committee did not meet or act by written consent; and the DNP ATM committee did not meet or act by written consent. During DPGs fiscal year ended October 31, 2021, the DPG Board met four times; the DPG audit committee met two
times; the DPG nominating and governance committee met two times; the DPG contracts committee met two times; and the DPG executive committee did not meet or act by written consent. During DTFs fiscal year ended October 31, 2021, the DTF
Board met six times and acted once by written consent; the DTF audit committee met two times; the DTF nominating and governance committee met two times; the DTF contracts committee met two times; and the DTF executive committee did not meet or act
by written consent. Each director attended at least 75% in the aggregate of the meetings of the Board and of the committees on which he or she served.
Risk Oversight. The audit committee charter provides that the audit committee is responsible for discussing with management the
guidelines and policies that govern the process by which management assesses and manages each Funds major financial risk exposures. The contracts committee charter provides that in assessing whether each Funds 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 Funds 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 17, 2020. A copy of the charter is available on each Funds 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.
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 Boards 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:
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the extent to which the candidates business, educational and life experiences will add to the diversity of
the Board;
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whether the candidate will qualify as a director who is not an interested person of the Funds;
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the absence of any real or apparent conflict of interest that would interfere with the candidates ability
to act in the best interests of the Funds and their shareholders;
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the contribution that the candidate can make to the Board by virtue of his or her education, business experience
and financial expertise;
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the interplay of the candidates skills and experience with the skills and experience of other Board
members;
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whether the candidate is willing to commit the time necessary to attend meetings and fulfill the responsibilities
of a director; and
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the candidates personality traits, including integrity, independence, leadership, sound business judgment
and the ability to work effectively with the other members of the Board.
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With respect to the renomination of incumbent
directors, past service to the Board is also considered.
Diversity, Equity and Inclusion. In selecting nominees for the position
of director, and in appointing officers of the Funds, the nominating and governance committee is required by its charter to consider and seek out candidates who are women or members of racial or ethnic minority groups in order to help promote
diversity, equity and inclusion among the members of the Board and the officers of the Funds.
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 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., 200 South Wacker Drive, Suite 500, 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: 55
|
|
President and Chief Executive Officer of DNP, DPG and DTF since March 2021
|
|
President and Chief Investment Officer of the Adviser since January 2021 (Co-Chief Investment Officer 2020; Senior Portfolio Manager 2014-2020)
|
|
|
|
W. Patrick Bradley, CPA
Virtus Investment
Partners, Inc.
|
|
Vice President and Assistant Treasurer of DPG since 2011
|
|
Executive Vice President, Fund Services, Virtus Investment Partners, Inc. since 2016 (Senior Vice President 20102016 and various
|
9
|
|
|
|
|
Name, Address
and Age
|
|
Position(s) Held with Funds and
Length
of Time Served
|
|
Principal Occupation(s)
During Past 5
Years
|
One Financial Plaza
Hartford, CT 06103
Age: 49
|
|
|
|
officer positions with Virtus and/or certain of its subsidiaries since 2006); Executive Vice President, Virtus mutual funds complex since 2016 (Senior Vice President 20132016) and Chief Financial Officer and Treasurer
since 2004 (Vice President 20112013); Executive Vice President, Chief Financial Officer and Treasurer (since 2021), Virtus AllianzGI Closed-End Funds; Director, Virtus Global Funds, plc since
2013
|
|
|
|
Eric J. Elvekrog, CFA, CPA
Age: 56
|
|
Vice President and Chief Investment Officer of DPG since 2016 (Portfolio Manager 2011-2016)
|
|
Senior Managing Director of the Adviser since 2015 (Vice President 2001-2014; Assistant Vice President 1996-2001; Analyst 1993-1996)
|
|
|
|
Jennifer S. Fromm
Virtus Investment
Partners, Inc.
One Financial Plaza
Hartford, CT
06103
Age: 48
|
|
Vice President and Secretary of DNP, DPG and DTF since 2020
|
|
Vice President of Virtus Investment Partners, Inc. since 2016 and Senior Counsel, Legal of Virtus Investment Partners Inc. and/or certain of its subsidiaries since 2007; Vice President, Chief Legal Officer, Counsel and Secretary of
Virtus Closed-End Funds since 2020; Vice President of various Virtus-affiliated open-end funds since 2017 and Assistant Secretary since 2008; Vice President, Chief Legal
Officer, Counsel and Secretary of Virtus Variable Insurance Trust and Virtus Alternative Solutions Trust since 2013; various officer positions of Virtus affiliates since 2008
|
|
|
|
Timothy M. Heaney, CFA
Virtus Investment
Partners, Inc.
One Financial Plaza
Hartford, CT
06103
Age: 57
|
|
Chief Investment Officer of DTF since 2004 and Vice President since 1997 (Portfolio Manager 1997-2004)
|
|
Senior Managing Director of the Adviser since 2014 (Senior Vice President 2004-2014; Vice President 1997-2004); Senior Portfolio Manager, Fixed Income, Newfleet Asset Management, LLC since 2011; Portfolio Manager, Virtus Tax-Exempt Bond Fund since 2012; Portfolio Manager, Virtus CA Tax-Exempt Bond Fund since 1997; Senior Managing Director, Fixed Income, Virtus Investment Advisors, Inc. (and
predecessor firms) 2006-2011 (Managing Director, Fixed Income 1997-2006; Director, Fixed Income Research 1996-1997; Investment Analyst 1992-1996)
|
|
|
|
Lisa H. Leonard
|
|
Vice President of DTF since 2006
|
|
Managing Director of the Adviser since 2014 (Vice President 2006-2014; Assistant Vice
|
10
|
|
|
|
|
Name, Address
and Age
|
|
Position(s) Held with Funds and
Length
of Time Served
|
|
Principal Occupation(s)
During Past 5
Years
|
Virtus Investment Partners, Inc.
One
Financial Plaza
Hartford, CT 06103
Age: 58
|
|
|
|
President 1998-2006); Portfolio Manager, Virtus Tax-Exempt Bond Fund since 2012; Portfolio Manager, Fixed Income, Newfleet Asset Management, LLC since 2011; Managing Director, Fixed Income,
Virtus Investment Advisors, Inc. (and predecessor firms) 2006-2011 (Director, Fixed Income 1998-2006, Director, Investment Operations 1994-1998, Fixed Income Trader 1987-1994)
|
|
|
|
Connie M. Luecke, CFA
Age: 63
|
|
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); Senior Portfolio Manager of the Advisers Global Listed
Infrastructure strategies since 2004
|
|
|
|
Alan M. Meder, CFA, CPA
Age: 62
|
|
Treasurer, Principal Financial and Accounting Officer and Assistant Secretary of DNP since 2011 (Assistant Treasurer 2010-2011); Treasurer, Principal Financial and Accounting Officer and Assistant Secretary of DPG since 2011;
Treasurer of DTF since 2000; Principal Financial and Accounting Officer and Assistant Secretary since 2002
|
|
Chief Risk Officer of the Adviser since 2001 and Senior Managing Director since 2014 (Senior Vice President 1994-2014); Treasurer, Duff & Phelps Utility and Corporate Bond Trust Inc. 2000-March 2021 and Principal Financial
and Accounting Officer and Assistant Secretary 2002-March 2021; Member, Board of Governors of CFA Institute 2008-2014 (Chair 2012-2013; Vice Chair 2011-2012); Member, Financial Accounting Standards Advisory Council 2011-2014
|
|
|
|
Daniel J. Petrisko, CFA
Age: 61
|
|
Executive Vice President of DNP since March 2021 and Assistant Secretary since 2015 (Senior Vice President 2017-2021, Vice President 2015-2016); Executive Vice President of DPG since March 2021 and Assistant Secretary since 2015
(Senior Vice President 2017-2021); Executive Vice President of DTF since March 2021 and Assistant Secretary since 2015 (Senior Vice President 2017-2021)
|
|
Executive Managing Director of the Adviser since 2017 (Senior Managing Director 2014-2017, Senior Vice President 1997-2014; Vice President 1995-1997); Chief Investment Officer, Duff & Phelps Utility and Corporate Bond Trust
Inc. 2004-March 2021, Senior Vice President 2017-March 2021 and Assistant Secretary 2015-March 2021 (Vice President 200-2016; Portfolio Manager 2002-2004)
|
|
|
|
William J. Renahan
Age: 52
|
|
Chief Compliance Officer of DNP, DPG and DTF since 2020
|
|
Secretary of the Adviser since 2014 and Chief Compliance Officer since 2019 (Senior Counsel 2015-2019); Senior Legal Counsel
|
11
|
|
|
|
|
Name, Address
and Age
|
|
Position(s) Held with Funds and
Length
of Time Served
|
|
Principal Occupation(s)
During Past 5
Years
|
|
|
and Vice President since 2015 (Secretary 2015-2020)
|
|
and Vice President, Virtus Investment Partners, Inc. 2012-2018; Managing Director, Legg Mason, Inc. (and predecessor firms) 1999-2012; Chief Compliance Officer, Duff & Phelps Utility and Corporate Bond Trust Inc. 2020-March
2021 and Vice President and Secretary 2015-March 2021
|
|
|
|
Nikita K. Thaker
Virtus Investment
Partners, Inc.
One Financial Plaza
Hartford, CT
06103
Age: 43
|
|
Vice President and Assistant Treasurer of DPG since 2018
|
|
Vice President and CEF Controller, Virtus Investment Partners, Inc. since 2021 (Assistant Vice PresidentMutual Fund Accounting & Reporting, 2015 to 2021; Director 2011-2015); Vice President, Controller and Assistant
Treasurer, Virtus Closed-End Funds since 2021 (Assistant Treasurer, 2017-2021) and Vice President, Controller and Assistant Treasurer, Virtus AllianzGI Closed-End Funds
since 2021
|
|
|
|
Dianna P. Wengler
Robert W. Baird &
Co. Incorporated
500 West Jefferson Street
Louisville, KY
40202
Age: 61
|
|
Vice President of DNP since 2006 and Assistant Secretary since 1988 (Assistant Vice President 2004-2006)
|
|
Senior Vice President and DirectorFund Administration, Robert W. Baird & Co. Incorporated since 2019; Senior Vice President, J.J.B. Hilliard, W.L. Lyons, LLC 2016-2019 (Vice President 1990-2015); Vice President,
Duff & Phelps Utility and Corporate Bond Trust Inc. 2014-March 2021
|
The following table provides certain information relating to the equity securities beneficially owned by each
director or director nominee as of October 31, 2021, (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
|
|
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
|
|
|
|
$50,001$100,000
|
|
|
|
Over $100,000
|
|
Eileen A. Moran
|
|
|
Over $100,000
|
|
|
|
$50,001$100,000
|
|
|
|
$50,001$100,000
|
|
|
|
Over $100,000
|
|
David J. Vitale
|
|
|
Over $100,000
|
|
|
|
$50,001$100,000
|
|
|
|
None
|
|
|
|
Over $100,000
|
|
12
Based on information provided to the Funds, including information furnished by the Funds
service providers, as of October 31, 2021, none of the independent directors, or their immediate family members, owned any securities of the Adviser or any person (other than a registered investment company) directly or indirectly controlling,
controlled by or under common control with the Adviser.
The following table sets forth the aggregate compensation paid to each director
by each Fund with respect to its most recently completed fiscal year and by the Fund Complex with respect to the fiscal year ended October 31, 2021.
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
|
|
$
|
72,809
|
|
|
$
|
12,885
|
|
|
$
|
3,349
|
|
|
$
|
316,556
|
|
|
$
|
405,599
|
|
Philip R. McLoughlin
|
|
|
66,477
|
|
|
|
11,765
|
|
|
|
3,057
|
|
|
|
587,806
|
|
|
|
669,105
|
|
Geraldine M. McNamara
|
|
|
72,809
|
|
|
|
12,885
|
|
|
|
3,349
|
|
|
|
346,125
|
|
|
|
435,168
|
|
Eileen A. Moran
|
|
|
72,809
|
|
|
|
12,885
|
|
|
|
3,349
|
|
|
|
|
|
|
|
89,043
|
|
David J. Vitale
|
|
|
106,047
|
|
|
|
18,768
|
|
|
|
4,877
|
|
|
|
|
|
|
|
129,692
|
|
(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 four funds: (i) each director not affiliated with the Adviser receives a retainer fee of $84,000 per year; (ii) the chairpersons 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 Chairman of the Board receives an additional retainer fee of $50,000 per year. Directors and officers affiliated with the Adviser receive no
compensation from the Funds for their services as such. In addition to the amounts shown in the table above, all directors and officers who are not interested persons of the Funds or the Adviser or affiliated with a Fund administrator are reimbursed
for the expenses incurred by them in connection with their attendance at a meeting of the Board or a committee of the Board. The Funds do not have a pension or retirement plan applicable to their directors or officers.
|
(2)
|
Please refer to the table on the preceding pages for the number of investment companies in the Fund Complex
overseen by each director. As noted in the table, in addition to DNP, DPG and DTF, Mr. Burke, Mr. McLoughlin and Ms. McNamara respectively oversee 93, 100 and 93 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.
2. CONSIDERATION OF AN AMENDMENT TO DNPS CHARTER
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Description of the Proposed Amendment
The Board has unanimously approved, and has recommended that the DNP shareholders approve, an amendment to DNPs charter to increase the
number of DNPs authorized shares of common stock from 350,000,000 shares to 450,000,000 shares.
13
The Articles of Restatement filed on September 20, 2019, together with the Articles of
Merger filed on March 3, 2021, constitute DNPs corporate charter under Maryland law. Article Fourth of the Articles of Restatement provides that the total number of shares of all classes of stock that DNP has authority to issue is
450,000,000 shares, divided into two classes: 350,000,000 shares of common stock and 100,000,000 shares of preferred stock. If this proposal is approved, DNP will be authorized to issue a total of 550,000,000 shares of stock, consisting of
450,000,000 shares of common stock and 100,000,000 shares of preferred stock.
Potential Benefits of the Proposed Amendment
The proposed amendment to DNPs charter authorizing an additional 100,000,000 shares of common stock will provide DNP with sufficient
shares of authorized common stock to continue issuing new shares in connection with DNPs distribution reinvestment and cash purchase plan (the Reinvestment Plan) and its ongoing ATM offering program. It will also give DNP the
flexibility to make future issuances of stock in furtherance of its investment objectives without the necessity of delaying such activities for further shareholder approval (except to the extent that shareholder approvals may be required in
particular cases by DNPs charter documents, applicable laws or the rules of any stock exchange on which DNPs securities are listed).
As more fully described in DNPs most recent annual report to shareholders, pursuant to the Reinvestment Plan, when DNP makes
distributions to holders of common stock at a time when the current market price of the common stock equals or exceeds its net asset value, DNP will issue new shares of common stock to participants in the Reinvestment Plan at the greater of current
net asset value or 95% of the then current market price. In order for these new issuances under the Reinvestment Plan to be made, there need to be sufficient shares of common stock authorized for issuance under DNPs charter. Similarly, under
the ATM offering program, DNP may issue and sell, from time to time, new shares of common stock with an aggregate value of up to $200 million. As is the case with the Reinvestment Plan, new shares of common stock issued and sold through the ATM
offering program need to be authorized for issuance under DNPs charter. As of December 30, 2021, DNP has 3,934,086 remaining authorized shares of common stock under the current charter, and currently expects to exhaust those remaining
shares within approximately seven months. If those shares are exhausted before the charter is amended to increase the number of authorized shares of common stock, DNP will be unable to continue issuing new shares pursuant to the Reinvestment Plan,
the ATM offering program or otherwise.
Potential Risks of the Proposed Amendment
Any future issuances of additional shares of common stock would have the effect of diluting the voting rights of existing shareholders, and
could have the effect of diluting earnings per share and book value per share of existing shareholders. In addition, the availability for issuance of additional shares of common stock could discourage and make more difficult efforts to obtain
control of DNP. For example, DNPs authorized but unissued common stock or preferred stock could be issued in one or more transactions that could delay, defer or prevent a transaction or change in control of DNP that might involve a premium
price for its shareholders or otherwise be in their best interest. As of the date of this proxy statement, DNP and the Board are not aware of any attempt or plan to obtain control of DNP, and anti-takeover considerations are not part of the
Boards rationale for recommending the proposed amendment. Other than in connection with its existing Reinvestment Plan and ATM offering program, DNP has no present intention or plans to issue any additional shares of common stock, although
there is no guarantee or assurance that the additional shares authorized for issuance will be used solely for the Reinvestment Plan and ATM offering program.
14
Board Approval of the Proposed Amendment
On December 15, 2021, the DNP Board, based on its review and evaluation of the materials it received from the Adviser and DNPs
administrator, and after receiving advice from independent legal counsel, unanimously adopted resolutions setting forth the foregoing amendment to DNPs charter, declaring the amendment to be advisable, directing that the amendment be submitted
for consideration at the annual meeting of DNPs shareholders and recommending that shareholders vote for the approval of the amendment. The Board took both the potential benefits and the potential risk factors into account when making its
determination that increasing the number of authorized shares of DNPs common stock is in the best interests of DNP and its shareholders.
Vote
Required to Approve the Proposed Amendment
Approval of the proposed DNP charter amendment will require the affirmative vote of the
holders of a majority of DNPs outstanding shares of common stock and preferred stock, voting together as a single class. Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present at the meeting, and will also have the effect of a vote against the amendment.
When the Proposed Amendment
Would Become Effective
If approved by DNPs shareholders, the proposed charter amendment would become effective as of the
date when Articles of Amendment are filed with the State Department of Assessments and Taxation of the State of Maryland or as of such other date as set forth in the Articles of Amendment, not to exceed 30 days after the Articles of Amendment are
filed with the Department. It is expected that the Articles of Amendment, if the proposed amendment is approved by the shareholders, would be filed as soon as practicable following the annual meeting. The exact timing of the filing, however, would
be determined by DNP, which reserves the right to delay the filing for up to six months following shareholder approval. In addition, DNP reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to
elect not to proceed with the amendment if, at any time prior to the effective time of the Articles of Amendment, the Board, in its sole discretion, determines that the amendment is no longer in the best interests of DNP or its shareholders.
Recommendation of the Board of Directors
The Board, including all of the independent directors, unanimously recommends a vote FOR the foregoing amendment to the DNP
charter.
OTHER BUSINESS
Management is not aware of any other matters that will come before the meeting. If any other business should come before the meeting, however,
your proxy, if signed and returned, will give discretionary authority to the persons designated in it to vote according to their best judgment.
OTHER INFORMATION
The
Adviser. Duff & Phelps Investment Management Co. acts as investment adviser for each Fund. The address of the Adviser is 200 S. Wacker Drive, Suite 500, Chicago, Illinois 60606. The Adviser (together with its
15
predecessor) has been in the investment management business for more than 75 years and, as of December 31, 2021, 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 October 31, 2021. 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
|
|
Donald C. Burke(1)
|
|
|
6,783
|
|
|
|
2,600
|
|
|
|
1,000
|
|
Philip R. McLoughlin
|
|
|
12,779
|
|
|
|
4,726
|
|
|
|
1,786
|
|
Geraldine M. McNamara(1)
|
|
|
15,368
|
|
|
|
5,352
|
|
|
|
3,548
|
|
Eileen A. Moran
|
|
|
11,338
|
|
|
|
6,136
|
|
|
|
4,758
|
|
Nathan I. Partain(1)(2)
|
|
|
110,974
|
|
|
|
3,845
|
|
|
|
11,961
|
|
David J. Vitale(2)
|
|
|
34,406
|
|
|
|
11,000
|
|
|
|
0
|
|
Directors and executive officers as a
group(1)(2)(3)
|
|
|
210,299
|
|
|
|
49,248
|
|
|
|
40,169
|
|
(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 10,442 of the DNP shares, 5,352 of the DPG shares and 3,548 of the DTF shares listed as owned by her. Mr. Partain had shared power to
vote and/or dispose of 33,764 of the DNP shares and 11,961 of the DTF shares listed as owned by him. Mr. Vitale had shared power to vote and/or dispose of 28,281 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 80,937 of the DNP shares, 16,341 of the DPG shares and 32,875 of the DTF shares listed as owned by the directors and executive officers as a group.
|
(2)
|
Mr. Partain disclaims beneficial ownership of 33,764 of the DNP shares and 11,961 of the DTF shares listed
as owned by him. Mr. Vitale disclaims beneficial ownership of 28,281 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 62,045 of the
DNP shares, 6,000 of the DPG shares and 11,961 of the DTF shares listed as owned by the directors and executive officers as a group.
|
16
(3)
|
The group of directors and executive officers consists of 12, 13 and 14 individuals for DNP, DPG and DTF,
respectively.
|
To the Funds knowledge, as of the date of this proxy statement, the only persons (including any
group as that term is used in 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 Funds 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
|
|
Metropolitan Life Insurance Company (MLIC) and certain affiliated entities advised by MLIC or MetLife Investment Management, LLC(1)
|
|
Preferred stock
|
|
|
908
|
|
|
|
43.86
|
%
|
|
|
10 Park Avenue, Morristown, New Jersey 07962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife Reinsurance Company of Charleston (MRCC)
1095 Avenue of the Americas, New York, New York 10036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metropolitan Tower Life Insurance Company
200 Park Avenue, New York, New York 10166 (MTLIC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DNP
|
|
American International Group Inc. (AIG) and certain entities advised by AIG Asset Management (U.S.), LLC (AAM)(2)
|
|
Preferred stock
|
|
|
660
|
|
|
|
31.88
|
%
|
|
|
2929 Allen Parkway, Houston, Texas 77019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American General Life Insurance Company (AGLIC)
2727-A Allen Parkway, Houston, Texas 77019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The United States Life Insurance Company in the City of New York (USLIC)
2727-A Allen Parkway, Houston, Texas 77019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Variable Annuity Life Insurance Company (VALIC)
2929 Allen Parkway, Houston, Texas 77019
|
|
|
|
|
|
|
|
|
|
|
DNP
|
|
Voya Financial, Inc. (Voya Financial) and an entity advised by Voya Investment Management, LLC (VIM)(3)
|
|
Preferred stock
|
|
|
380
|
|
|
|
18.36
|
%
|
|
|
5780 Powers Ferry Road, NW, Atlanta, Georgia 30327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voya Retirement Insurance and Annuity Company (VRIAC)
One Orange Way, Windsor, Connecticut 06095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Solutions Life Reinsurance Co. (CSLR)
1475 Dunwoody Drive, Suite 200, West Chester, Pennsylvania 19380
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Name of Beneficial Owner
|
|
Class of Shares
|
|
Number of
Shares
|
|
|
Percentage
of Class
|
|
DPG
|
|
Metropolitan Life Insurance Company and certain affiliated entities advised by MLIC or MetLife Investment Advisors, LLC(4)
|
|
Preferred stock
|
|
|
1,360,000
|
|
|
|
85.00
|
%
|
|
|
|
|
|
|
|
10 Park Avenue, Morristown, New Jersey 07962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MetLife Insurance K.K. (MLIKK)
4-1-3, Tahei,
Sumida-ku, Tokyo, 130-0012 Japan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metropolitan Tower Life Insurance Company (MTLIC)
1095 Avenue of the Americas, New York, New York 10036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DPG
|
|
Brighthouse Financial, Inc.(5)
11225 North Community House Road, Charlotte, North Carolina 28277
|
|
Preferred stock
|
|
|
240,000
|
|
|
|
15.00
|
%
|
|
|
|
|
|
DTF
|
|
Karpus Management, Inc. (Karpus Investment Management)(6)
183 Sullys Trail, Pittsford, New York 14534
|
|
Common stock
|
|
|
1,302,461
|
|
|
|
18.53
|
%
|
|
|
|
|
|
DTF
|
|
RiverNorth Capital Management, LLC(7)
325 N. LaSalle Street, Ste. 645, Chicago, Illinois 60654
|
|
Common stock
|
|
|
532,312
|
|
|
|
7.57
|
%
|
|
|
|
|
|
DTF
|
|
JPMorgan Chase Bank, National Association (JPM)(8)
1111 Polaris Parkway, Columbus, OH 43240
|
|
Preferred stock
|
|
|
650
|
|
|
|
100.00
|
%
|
(1)
|
Based on information provided by or on behalf of such entities, (i) MLIC, MRCC and MTLIC, respectively,
have sole voting and dispositive power over 643, 200 and 65 of the shares listed (representing, respectively, 31.06%, 9.66%% and 3.14% of the class) and (ii) each such entity disclaims beneficial ownership of all shares other than those set
forth with respect to it in clause (i) of this note.
|
(2)
|
Based information provided by or on behalf of the following entities as well as information derived from a Form
4 filed on March 1, 2019 and a Schedule 13G/A filed by AIG on May 3, 2021, (i) AAM has shared voting and dispositive power over 660 of the shares listed (representing 31.88% of the class), (ii) AGLIC, USLIC and VALIC, respectively, have
shared voting and dispositive power over 640, 10 and 10 of the shares listed (representing, respectively, 30.92%, 0.48% and 0.48% of the class) and (iii) each of AGLIC, USLIC and VALIC disclaims beneficial ownership of all shares other than
those set forth with respect to it in clause (ii) of this note.
|
(3)
|
Based on a Schedule 13G filed by Voya Financial on October 14, 2016 and information provided by or on behalf of
the following entities, (i) VRIC and CSLR respectively held 290 and 90 of the shares listed (representing, respectively, 14.01% and 4.35% of the class), and (ii) VIM, VRIAC and CSLR have shared voting and dispositive power over the shares
listed.
|
(4)
|
Based on information provided by or on behalf of such entities, (i) MLIC, MLIKK and MTLIC, respectively,
have sole voting and dispositive power over 628,000, 592,000 and 140,000 of the shares listed (representing, respectively, 39.25%, 37.00% and 8.75% of the class) and (ii) each such entity disclaims beneficial ownership of all shares other than
those set forth with respect to it in clause (i) of this note.
|
(5)
|
Based on publicly available information and information provided by or on behalf of Brighthouse Financial, Inc.
and its subsidiary, Brighthouse Life Insurance Company (formerly known as MetLife Insurance Company USA).
|
18
(6)
|
Based on a Schedule 13G/A filed by Karpus Investment Management, on May 13, 2021. In that filing, Karpus
Investment Management stated that it has sole voting and dispositive power over all securities beneficially owned by it.
|
(7)
|
Based on a Schedule 13G filed by RiverNorth Capital Management, LLC, on February 16, 2021. In that filing,
RiverNorth Capital Management, LLC stated that it has sole voting and dispositive power over all securities beneficially owned by it.
|
(8)
|
Based on a Schedule 13G filed by JPM, on October 30, 2020 and information provided by or on behalf of JPM.
In that filing, JPMorgan Chase Bank stated that voting and consent power over all securities owned by it has been assigned to a voting trust pursuant to a Voting Trust Agreement. That agreement, as amended, dated November 2, 2021 among JPM,
Glass, Lewis & Co., LLC, as trustee (the Voting Trustee) and Glass, Lewis & Co., LLC as voting consultant (the Voting Consultant). The Voting Trust provides that with respect to voting or consent matters
relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such
recommendations of the Voting Consultant when providing a vote or consent.
|
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 Funds 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 Funds most recently completed fiscal year all such filing requirements were complied
with, except that Ellen Lyerly Elberfeld, an officer of the Adviser, was late in filing a Form 3 for DPG.
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 committees responsibilities. A copy of the audit committee charter is available on each
Funds 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 Funds 2021 audited financial statements, the audit committee: (1) reviewed and discussed each Funds 2021 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 accountants
communications with the audit committee concerning independence, and (4) discussed with the independent accountant its independence from each Fund and its management. Based on the foregoing reviews and discussions, the audit committee
recommended to the board of directors that each Funds 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 (Chairman)
Philip R. McLoughlin
Geraldine
M. McNamara
Eileen A. Moran
David J. Vitale
19
Independent Registered Public Accounting Firm. The 1940 Act requires that each Funds
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 Funds 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, 2022. 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 Funds
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 accountants independence from the Fund. Accordingly, each Funds 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 Funds audit committee or the chairman 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 chairman of the audit committee acting under delegated authority, as the case may be, will consider whether such services are consistent with the
SECs rules on auditor independence. Additionally, the audit committee, or the chairman 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.
Each Funds audit committee is also required to pre-approve its accountants 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 chairman 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 Funds 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,
20
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,
2021
|
|
|
Fiscal year
ended
October 31,
2020
|
|
Audit Fees(1)
|
|
$
|
109,500
|
|
|
$
|
104,500
|
|
Audit-Related Fees(2)(6)
|
|
|
0
|
|
|
|
0
|
|
Tax Fees(3)(6)
|
|
|
26,300
|
|
|
|
19,800
|
|
All Other Fees(4)(6)
|
|
|
0
|
|
|
|
0
|
|
Aggregate Non-Audit Fees(5)(6)
|
|
|
26,300
|
|
|
|
19,800
|
|
|
|
|
|
DPG
|
|
|
|
Fiscal year
ended
October 31,
2021
|
|
|
Fiscal year
ended
October 31,
2020
|
|
Audit Fees(1)
|
|
$
|
54,000
|
|
|
$
|
54,000
|
|
Audit-Related Fees(2)(6)
|
|
|
0
|
|
|
|
0
|
|
Tax Fees(3)(6)
|
|
|
6,500
|
|
|
|
6,500
|
|
All Other Fees(4)(6)
|
|
|
0
|
|
|
|
0
|
|
Aggregate Non-Audit Fees(5)(6)
|
|
|
6,500
|
|
|
|
6,500
|
|
|
|
|
|
DTF
|
|
|
|
Fiscal year
ended
October 31,
2021
|
|
|
Fiscal year
ended
October 31,
2020
|
|
Audit Fees(1)
|
|
$
|
54,000
|
|
|
$
|
54,000
|
|
Audit-Related Fees(2)(6)
|
|
|
0
|
|
|
|
0
|
|
Tax Fees(3)(6)
|
|
|
8,350
|
|
|
|
8,350
|
|
All Other Fees(4)(6)
|
|
|
0
|
|
|
|
0
|
|
Aggregate Non-Audit Fees(5)(6)
|
|
|
8,350
|
|
|
|
8,350
|
|
(1)
|
Audit Fees are fees billed for professional services rendered by each Funds principal accountant for the
audit of the Funds 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 October 31, 2021 such fees
included $25,000 for services rendered in connection with DNPs registration statement for its public offering and $15,000 and $5,000 for non-recurring audit fees and its registration statement related to
the merger of Duff & Phelps Utility and Corporate Bond Trust with and into DNP. For the fiscal year ended October 31, 2020, such fees included $40,000 for services rendered in connection with DNPs registration statement for its
public offering.
|
(2)
|
Audit-Related Fees are fees billed for assurance and related services by each Funds principal accountant
that are reasonably related to the performance of the audit of the Funds financial statements and are not reported under the caption Audit Fees.
|
(3)
|
Tax Fees are fees billed for professional services rendered by each Funds 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
|
21
|
the case of DPG, such services consisted of review of the Funds 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 Funds 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 Funds 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 Funds 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, 200 S. Wacker Drive, Suite 500, 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 DNP and DPG at the time of the March 8, 2021 joint annual meeting of the shareholders of DNP and DPG were in attendance at that meeting, and all of the individuals who were directors of DTF at the time of the
February 26, 2021 annual meeting of the shareholders of DTF 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 Funds proxy statement and form of proxy for the 2023 annual meeting of shareholders, such proposal or nomination must be
received by the Secretary of the Fund no later than September 23, 2022. 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 2023 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 7, 2022. Any notice of a shareholder proposal or director
nomination must conform to the requirements in the Funds bylaws. Copies of the bylaws of any of the Funds may be requested from the Secretary of the Funds, 200 S. Wacker Drive, Suite 500, 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 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 $235,000, 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.
22
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 10, 2021 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/MT7S9RS. You also will be able to vote your shares online by attending the annual meeting by webcast.
To
participate in the annual meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box.
If you are a registered shareholder, you do not need to register to attend the annual meeting virtually on the Internet. If you hold your
shares through an intermediary, such as a bank or broker, you must register in advance in order to attend the meeting. To register to attend the annual meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting
your holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as Legal Proxy and be received no
later than 5:00 p.m., Eastern Time, 5 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 p.m., Eastern Time. We
encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.
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 WiFi 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.
23
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 Funds annual report for the Funds most recently completed fiscal year. The annual reports for DNP and DTF are available by calling Baird
toll-free at (833) 604-3163 and are also available on each such Funds web site at www.dpimc.com/dnp and www.dpimc.com/dtf. The annual report for DPG is available by calling Virtus Fund Services
toll-free at (866) 270-7598 and is also available on DPGs 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, 200 S. Wacker Drive, Suite 500, 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 21, 2022
24
DNP SELECT INCOME FUND INC. IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE 14 DIGIT CONTROL NUMBER & 8 DIGIT
SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are ready to vote, you can use the same Control Number & Security Code to record your vote. Shareholder Meeting Notice - THIS
IS NOT A PROXY - Please read carefully for voting instructions. Important Notice Regarding the Availability of Proxy Materials for the DNP Select Income Fund Inc. Shareholders Meeting to be held virtually on March 7, 2022. As a shareholder, it is
important for you to vote! On the back of this notice, you will find a summary of the proposals that require a shareholder vote at the Meeting. This communication is NOT a form for voting and presents only an overview of the more complete proxy
materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Joint Proxy Statement for the Meeting and Form of Proxy are
available at: https://www.proxy-direct.com/dnp-32455 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 24,
2022, to facilitate timely delivery. The Meeting of Shareholders of DNP Select Income Fund Inc. will be held virtually at the following website: meetnow.global/MT7S9RS on March 7, 2022, at 1:00 p.m., Eastern Time. To participate in the Virtual
Meeting enter the 14-digit control number from the shaded box on this notice. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE
THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS - REQUEST BY INTERNET Log on to the Internet and go to:
https://www.proxy-direct.com/dnp-32455 On this site you can view the Proxy Statement and Form of Proxy online, request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just follow the steps outlined
on this secure website. TELEPHONE REQUESTS - CALL 1-877-816-5331 Obtain paper copies of the Proxy Statement and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. or Canada at NO
CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL REQUEST AT: proxymaterials@computershare.com: Email us to request Proxy Materials for the shareholder meeting and/or to set future delivery preferences. - Provide only
your 14-Digit Control Number and 8-Digit Security Code as listed on this notice in your email request for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email,
provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 24, 2022, TO FACILITATE TIMELY DELIVERY. DNP_32455_NA_122921
Your Fund Holdings: FUND DNP SELECT INCOME FUND INC. The following matters will be considered at the Meeting: 1a. Election of Director.
2. Approval of a proposal to amend DNPs charter to increase the number of authorized shares of common stock. The Board of Directors unanimously recommends that shareholders vote FOR the Proposals described in the Proxy Statement.
Please refer to the Proxy Materials for further details on the proposals. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability instead of a Proxy card
and Proxy statement? Your fund has elected to utilize a distribution model authorized by the Securities and Exchange Commission in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of
a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials electronically via the Internet, or request a full set of printed materials for this Shareholder
Meeting and all future meetings, or you can make that choice on a case by case basis. How do I access the materials, set my preference for future shareholder meeting materials and record my vote? On the front side of this Notice are easy to follow
instructions on how to access Proxy materials electronically or request a full set of printed materials. Once you are on the website or ordering on the phone, you can also make your selection for future meetings. When you are ready to vote,
electronic voting is available by Internet or Touch Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is displayed on the website.
If you want to vote via Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope. If I request printed proxy materials, how long will it take for me to receive them? The SEC rule requires that the
materials be sent via first class mail within three business days of receipt of your request. DNP_32455_NA_122921
EVERY SHAREHOLDERS 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. EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the
postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following Website: meetnow.global/MT7S9RS on March 7, 2022 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the 14-digit
control number from the shaded box on this card. Please detach at perforation before mailing. DNP SELECT INCOME FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2022 COMMON STOCK PROXY SOLICITED BY MANAGEMENT FROM COMMON
SHAREHOLDERS. Jennifer S. Fromm, Alan M. Meder, Daniel J. Petrisko and William J. Renahan or any of them, each with full power of substitution, are authorized to vote all shares of common stock of DNP Select Income Fund Inc. (the Fund)
owned by the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MT7S9RS March 7, 2022, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To participate in the
Virtual Meeting enter the 14-digit control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET:
www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 CHANGE OF ADDRESS COMMENTS DNP_32455_122921 PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDERS VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting
of Shareholders to be held virtually on March 7, 2022. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/dnp-32455 Please detach at perforation
before mailing. If no specific instructions are provided, this proxy will be voted FOR the election of the director and FOR proposal 2 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 Proposals The Board of Directors recommends a vote FOR the proposals. 1a. Election of Director: 01.Philip R. McLoughlin FOR WITHHOLD 2. Approval of a
proposal to amend DNPs charter to increase the number of authorized shares of common stock. FOR AGAINST ABSTAIN 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 xxxxxxxxxxxxxx
DNP1 32455 xxxxxxxx
DNP SELECT INCOME FUND INC. IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE 14 DIGIT CONTROL NUMBER & 8 DIGIT
SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are ready to vote, you can use the same Control Number & Security Code to record your vote. Shareholder Meeting Notice
THIS IS NOT A PROXY Please read carefully for voting instructions. Important Notice Regarding the Availability of Proxy Materials for the DNP Select Income Fund Inc. Shareholders Meeting to be held virtually on March 7, 2022. As a
shareholder, it is important for you to vote! On the back of this notice, you will find a summary of the proposals that require a shareholder vote at the Meeting. This communication is NOT a form for voting and presents only an overview of the more
complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Joint Proxy Statement for the Meeting and Form
of Proxy are available at: https://www.proxy-direct.com/dnp-32455 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 24,
2022, to facilitate timely delivery. The Meeting of Shareholders of DNP Select Income Fund Inc. will be held virtually at the following website: meetnow.global/MT7S9RS on March 7, 2022, at 1:00 p.m., Eastern Time. To participate in the Virtual
Meeting enter the 14-digit control number from the shaded box on this notice. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE
THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS REQUEST BY INTERNET Log on to the Internet and go to: https://www.proxy-direct.com/dnp-32455 On this site you can view the Proxy Statement and Form of Proxy online, request paper copies, request an email with a link to the materials and/or set future delivery
preferences. Just follow the steps outlined on this secure website. TELEPHONE REQUESTS - CALL 1-877-816-5331 Obtain paper copies
of the Proxy Statement and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. or Canada at NO CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL REQUEST AT: proxymaterials@computershare.com: Email us to request Proxy Materials for the shareholder meeting and/or to set future delivery preferences. - Provide only your
14-Digit Control Number and 8-Digit Security Code as listed on this notice in your email request for materials. - If you want to elect to receive all future proxy
materials in paper form or via email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 24, 2022, TO FACILITATE TIMELY DELIVERY. DNP_32455_NA_122921_Pref
Your Fund Holdings: FUND DNP SELECT INCOME FUND INC. The following matter will be considered at the Meeting:
2. Approval of a proposal to amend DNPs charter to increase the number of authorized shares of common stock. The Board of Directors unanimously recommends that shareholders vote FOR the Proposal described in
the Proxy Statement. Please refer to the Proxy Materials for further details on the proposal. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability
instead of a Proxy card and Proxy statement? Your fund has elected to utilize a distribution model authorized by the Securities and Exchange Commission in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send
you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials electronically via the Internet, or request a full set of printed
materials for this Shareholder Meeting and all future meetings, or you can make that choice on a case by case basis. How do I access the materials, set my preference for future shareholder meeting materials and record my vote? On the front side of
this Notice are easy to follow instructions on how to access Proxy materials electronically or request a full set of printed materials. Once you are on the website or ordering on the phone, you can also make your selection for future meetings. When
you are ready to vote, electronic voting is available by Internet or Touch Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is
displayed on the website. If you want to vote via Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope. If I request printed proxy materials, how long will it take for me to receive them? The SEC
rule requires that the materials be sent via first class mail within three business days of receipt of your request. DNP_32455_NA_122921_Pref
EVERY SHAREHOLDERS 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. EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the
postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following Website: meetnow.global/MT7S9RS on March 7, 2022 at 1:00 p.m., Eastern Time. To Participate in the Virtual Meeting, enter the 14-digit
control number from the shaded box on this card. Please detach at perforation before mailing. PROXY DNP SELECT INCOME FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2022 PREFERRED STOCK PROXY SOLICITED BY MANAGEMENT FROM
PREFERRED SHAREHOLDERS. Jennifer S. Fromm, Alan M. Meder, Daniel J. Petrisko and William J. Renahan or any of them, each with full power of substitution, are authorized to vote all shares of preferred stock of DNP Select Income Fund Inc. (the
Fund) owned by the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MT7S9RS March 7, 2022, at 1:00 p.m., Eastern Time, and at any adjournment of the meeting. To
participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE
INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 CHANGE OF ADDRESS COMMENTS
DNP_32455_122921_Pref PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDERS VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting
of Shareholders to be held virtually on March 7, 2022. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/dnp-32455 Please detach at perforation
before mailing. If no specific instructions are provided, this proxy will be voted FOR proposal 2 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 Proposal The Board of Directors recommends a vote FOR the proposal. 2. Approval of a proposal to amend DNPs charter to increase the number FOR AGAINST ABSTAIN of authorized shares of common
stock. 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 xxxxxxxxxxxxxx DNP2 32455 xxxxxxxx
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 7, 2022
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. 20000000000000000000 030722 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTOR. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 1c. Election of Director: NOMINEE: Philip R. McLoughlin FOR NOMINEE FOR WITHHOLD
NOMINEE AUTHORITY 3. 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 10, 2021 are entitled to vote at the meeting. The
undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 7, 2022. 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 sign exactly as your name
or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
ANNUAL MEETING OF SHAREHOLDERS OF DTF TAX-FREE INCOME 2028 TERM FUND INC. March 7, 2022
PROXY VOTING INSTRUCTIONS INTERNET - Access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web
page, and use the Company Number and Account Number shown on your proxy card. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or
1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available
when you call and use the Company Number and Account Number shown on your proxy card. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. AT THE
VIRTUAL MEETING - You may vote your shares at the following website: https://meetnow.global/MT7S9RS COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available
at http://www.astproxyportal.com/ast/14676 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20000000000000000000 030722 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 1c. Election of Director: FOR NOMINEE WITHHOLD
AUTHORITY FOR NOMINEE NOMINEE: Philip R. McLoughlin 3. 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 10, 2021 are
entitled to vote at the meeting. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on March 7, 2022. TO INCLUDE ANY COMMENTS, USE THE
COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not
be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
DTF TAX-FREE INCOME 2028 TERM FUND INC. PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS
FOR MEETING TO BE HELD ON MARCH 7, 2022 Alan M. Meder, Daniel J. Petrisko and William J. Renahan 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 7, 2022, 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:
Important Notice of Availability of Proxy Materials for the Shareholder Meeting of DTF TAX-FREE
INCOME 2028 TERM FUND INC. To Be Held Virtually On March 7, 2022 at 1:00 p.m., Eastern Time at the following website: https://meetnow.global/MT7S9RS COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER This communication presents only an overview of
the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 02/25/22. 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: TO VOTE: TELEPHONE: 888-Proxy-NA (888-776-9962)
718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE:
https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials 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/MT7S9RS 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.
1c. Election of Director: NOMINEE: Philip R. McLoughlin Please note that you cannot use this notice to vote.
EVERY SHAREHOLDERS 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. EASY VOTING OPTIONS: VOTE ON Log THE on INTERNET to: www. or scan proxy-direct. the QR code com Follow the available on-screen 24 hours instructions Call VOTE
1-800-337-3503 BY PHONE Follow available the recorded 24 hours instructions Vote, sign VOTE and BY date MAIL
this Proxy postage-paid Card and return envelope in the VOTE at AT the THE following VIRTUAL Website: MEETING meetnow.global/MT7S9RS on March 7, 2022 at To Participate 1:00 p.m. in , Eastern the
Virtual Time. Meeting, enter the the shaded 14-digit box control on this number card. from Please detach at perforation before mailing. PROXY DTF
TAX-FREE INCOME 2028 TERM FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2022 PREFERRED STOCK PROXY any of them, SOLICITED each with BY
full MANAGEMENT power of substitution, FROM PREFERRED are authorized SHAREHOLDERS to vote all shares . Jennifer of preferred S. Fromm, stock of Alan DTF M .Tax Meder, -Free Daniel Income J. Petrisko 2028 Term and Fund William
Inc J .. (the Renahan Fund) or 1:00 owned p. m by ., the Eastern undersigned Time, and at at the any Joint adjournment Annual Meeting of the of meeting Shareholders . To participate to be held in the virtually Virtual at Meeting the
following enter Website: the 14-digit meetnow control number global/MT7S9RS from the shaded March box 7, 2022, on this at card. They shall vote in accordance with the instructions set forth on the reverse side
hereof. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 CHANGE OF
ADDRESS COMMENTS DTF_32455_122921_Pref PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDERS VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting
of Shareholders to be held virtually on March 7, 2022. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/dnp-32455 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 proposals. 1c. Election of Director: FOR WITHHOLD 01. Philip R. McLoughlin 1d. Election of Director: FOR WITHHOLD
01. Donald C. Burke 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 DTF2 32455 xxxxxxxx
DTF TAX-FREE INCOME 2028 TERM FUND INC. IMPORTANT Your Vote Counts!
PROXY INFORMATION SECURITY PLEASE USE CODE THE 14 DIGIT CONTROL NUMBER & 8 DIGIT LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & same INTERNET. Control When
Number you & are Security ready to Code vote, to you record can your use the vote. Shareholder Meeting Notice THIS IS NOT A PROXY Please read carefully for voting instructions. Important Notice Regarding Shareholders the
Availability Meeting of Proxy to be Materials held virtually for the on DTF March Tax-Free 7, 2022. Income 2028 Term Fund Inc. On As 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 the Meeting. 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 before to you voting. The Joint Proxy Statement for the Meeting and
Form of Proxy are available at: https://www.proxy-direct.com/dnp-32455 If you you for want requesting to receive a copy. a paper Paper copy materials of the documents will be mailed or
an to email the address with a link on file to the within documents, 3-business you days must of request receipt of them. the request. There is no Please charge make to your request as soon as possible, but no
later than February 24, 2022, to facilitate timely delivery. The on Meeting March 7, of 2022, Shareholders at 1:00 p. of m. DTF , Eastern Tax- Time. Free Income To participate 2028
Term in the Fund Virtual Inc. will Meeting be held enter virtually the 14-digit at the control following number website: from meetnow. the shaded global/MT7S9RS box on this notice. YOU ONLINE CAN ALSO MATERIAL
USE ONE ACCESS OF THESE AND THREE PAPER METHODS COPY REQUESTS TO ELECT CAN A PERMANENT BE MADE UTILIZING DELIVERY ONE PREFERENCE OF THE THREE FOR METHODS FUTURE BELOW. MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER
DELIVERY OF MATERIALS EASY ONLINE ACCESS REQUEST BY INTERNET Log on to the Internet and go to: https://www.proxy-direct.com/dnp-32455 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 REQUESTSCALL 1-877-816-5331 Obtain paper copies of the Proxy Statement and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from
the U.S. or Canada at NO CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL Email us REQUEST to request AT: Proxy proxymaterials@computershare. Materials for the shareholder com:
meeting and/or toset future delivery preferences. Provide only your 14-Digit Control Number and 8-Digit Security Code as - listed on this notice in your email
request for materials. If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN FEBRUARY 24, 2022, TO
FACILITATE TIMELY DELIVERY. DTF_32455_NA_122921_Pref
Your Fund Holdings: FUND DTF TAX-FREE INCOME 2028 TERM FUND INC. The following matters will be
considered at the Meeting: 1c. Election of Director. 1d. Election of Director. The Board of Directors unanimously recommends that shareholders vote FOR the Proposals described in the Proxy Statement. Please refer to the Proxy Materials
for further details on the proposals. 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. DTF_32455_NA_122921_Pref
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. EASY VOTING OPTIONS: VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hours VOTE BY PHONECall 1-800-337-3503Follow the recorded
instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this ProxyCard and return in thepostage-paid envelopeVOTE AT THE VIRTUAL MEETINGat the following Website:meetnow.global/MT7S9RSon March 7, 2022 at1:00 p.m., Eastern Time.To Participate in
the Virtual Meeting,enter the 14-digit control number fromthe shaded box on this card.Please detach at perforation before mailing. DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7,
2022 COMMON STOCK PROXY SOLICITED BY MANAGEMENT FROM COMMON SHAREHOLDERS. Alan M. Meder, Daniel J. Petrisko and William J. Renahan or any of them, each with full power of substitution, are authorized to vote all shares of common stock of Duff &
Phelps Utility and Infrastructure Fund Inc. (the "Fund") owned by the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MT7S9RS March 7, 2022, at 1:00 p.m., Eastern Time, and at any
adjournment of the meeting. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET:
www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 CHANGE OF ADDRESSCOMMENTS DPG_32454_010422 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual
Meeting of Shareholders to Be Held on March 7, 2022. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/dpg-32454 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
ProposalThe Board of Directors recommends a vote "FOR" the nominee listed. 1b. Election of Director: 01.Philip R. McLoughlin 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 belowSignature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Scanner bar code
xxxxxxxxxxxxxxDPG1 32454xxxxxxxx
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. EASY VOTING OPTIONS: Please detach at perforation before mailing. DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 2022 PREFERRED STOCK PROXY
SOLICITED BY MANAGEMENT FROM PREFERRED SHAREHOLDERS. Alan M. Meder, Daniel J. Petrisko and William J. Renahan or any of them, each with full power of substitution, are authorized to vote all shares of preferred stock of Duff & Phelps Utility and
Infrastructure Fund Inc. (the "Fund") owned by the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MT7S9RS March 7, 2022, at 1:00 p.m., Eastern Time, and at any adjournment of the
meeting. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. They shall vote in accordance with the instructions set forth on the reverse side hereof. VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503 CHANGE OF ADDRESS COMMENTS DPG_32454_010422_Pref PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxxcode
EVERY SHAREHOLDER'S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual
Meeting of Shareholders to Be Held on March 7, 2022. The Notice of Meeting, Joint Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/dpg-32454 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
ProposalThe Board of Directors recommends a vote "FOR" the nominee listed. 1b. Election of Director: 01.Philip R. McLoughlin 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 belowSignature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Scanner bar code
xxxxxxxxxxxxxxDPG2 32454xxxxxxxx
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