UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22533
Duff & Phelps Utility and Infrastructure Fund Inc.
(Exact name of registrant as specified in charter)
200 South
Wacker Drive, Suite 500
Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
|
|
|
| Alan M. Meder
Duff & Phelps Utility and Infrastructure Fund Inc.
200 South Wacker Drive, Suite 500
Chicago, Illinois 60606 |
|
Lawrence R. Hamilton, Esq.
Mayer Brown LLP 71 South
Wacker Drive Chicago, Illinois 60606 |
(Name and address of agent for service)
Registrant’s telephone number, including area code: 312-368-5510
Date of fiscal year end: October 31
Date of reporting period: October 31, 2022
| Item 1. |
Reports to Stockholders. |
| (a) |
The Report to Shareholders is attached herewith. |
Annual
Report
October 31, 2022
Fund
Distributions and Managed Distribution Plan: Duff & Phelps Utility and Infrastructure Fund Inc. (“DPG” or the “Fund”) has been paying a regular 35.0 cent per share quarterly distribution
on its common stock since September 2011. In June 2015, the Fund’s Board of Directors (the “Board”) adopted a Managed Distribution Plan (the “Plan”), which provides for the Fund to continue to make a quarterly
distribution on its common stock of 35.0 cents per share. Under the Plan, the Fund will distribute all available investment income to shareholders, consistent with the Fund’s investment objective. If and when sufficient investment income is
not available on a quarterly basis, the Fund will distribute long-term capital gains and/or return capital to its shareholders in order to maintain the steady distribution rate that has been approved by the Board.
If the
Fund estimates that it has distributed more than its income and capital gains in a particular period, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you
invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
You should not draw any
conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s Managed Distribution Plan.
Whenever
a quarterly distribution includes a capital gain or return of capital component, the Fund will provide you with a written statement indicating the sources of the distribution and the amount derived from each source.
The
amounts and sources of distributions reported in your quarterly written statements are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the
Fund’s investment results during its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report distributions for federal income tax
purposes.
The Board
may amend, suspend, or terminate the Managed Distribution Plan without prior notice to shareholders if it deems such action to be in the best interests of the Fund and its shareholders. For example, the Board might take such action if the Plan had
the effect of shrinking the Fund’s assets to a level that was determined to be detrimental to Fund shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount if the Fund’s stock is
trading at or above net asset value or widening an existing trading discount.
The
Managed Distribution Plan is described in a Question and Answer format on your Fund’s website, www.dpimc.com/dpg under the “Dividend and Distributions” tab. The tax characterization of the Fund’s historical distributions can
also be found on the website under the “Tax Information” tab.
LETTER TO SHAREHOLDERS
December 15, 2022
Dear Fellow Shareholders:
Performance Review: Consistent with its investment objective and with its Managed Distribution Plan, the Fund declared two quarterly distributions in the second half of the 2022 fiscal year. The 35-cent quarterly dividend, without
compounding, would be $1.40 annualized, which is equal to 10.6% of the October 31, 2022 closing price of $13.26 per share. Please refer to the inside front cover of this report and the portion of this letter captioned “About Your Fund”
for important information about the Fund and its Managed Distribution Plan.
For the year ended October 31, 2022, on a net
asset value (“NAV”) basis, the Fund’s total return (income plus change in the NAV of the portfolio) was -2.7% and its market value total return was 3.0%, compared to the Composite Index’s 0.2% total return. The Composite
Index is composed of the MSCI USA Utilities Index (net), the MSCI World ex USA Utilities Index (net), the Alerian US Midstream Energy Index, the FTSE All-World Telecommunications Index, and the MSCI World Core Infrastructure Selected GICS Index
(net), with each index weighted to reflect the sector allocation of the Fund. The Fund’s five-year annualized total return on NAV was 2.7% through October 31, 2022, below the Composite Index, which had a 5.0% annualized total return for that
same period. On a market value basis, the Fund had a five-year annualized total return of 7.1% through October 31, 2022.
Customer Utility Bills—Headwinds and
Tailwinds: Last year at this time, we noted that the low natural gas prices which the U.S. had enjoyed for the better part of a decade had come to an end. Since then, natural gas prices have risen further, with
Henry Hub spot prices peaking above $9.00/MMBtu in August 2022, before subsequently declining back into the $6.00-7.00/MMBtu range. Besides being the primary fuel for winter heating, natural gas is of special concern to electric utilities as natural
gas-fired generation accounts for about 40% of electricity generated in the U.S. and gas-fired generators set the market price of electricity in many regions. In the short-term, utilities tend to be financially insulated from rising energy costs, as
those costs are generally passed through to customers. Since natural gas prices have declined in recent weeks, we believe utility customers may get through this winter without a further increase in fuel charges, assuming the weather is mild to
normal and there are no other external factors that would cause natural gas prices to rise.
The higher price of natural gas is not the only
headwind facing utilities this year, as rising interest rates and inflation are starting to have an impact on costs for utilities. There has been increased concern recently about the earnings risk to utilities from refinancing variable rate,
short-term debt at higher interest rates. It is important to note that the vast majority of utility company debt is fixed and long-term. Additionally, regulated utilities can generally recover rising interest expense through customer rates, though
there can be a lag in recovery depending on the timing of rate cases. The bigger risk is at the unregulated operations of utilities’ parent companies, where debt costs are not recoverable through regulatory mechanisms.
Some utilities have been able to utilize various
strategies to offset the higher costs from inflation and interest rates. Others are having a more difficult time finding enough offsets to reduce the cost pressures. As these costs continue to add up, it may become harder for companies to manage
their way through the macro headwinds into 2023, putting pressure on earnings next year. We believe the utilities are at a better starting point than in past inflationary/high interest rate periods, with regulators supporting capital expenditures
for renewables, resiliency, and reliability. However, over longer periods, regulatory restrictions on customer bill inflation, whether due to
energy, operating, or financing cost increases, could crowd out
utilities’ capital investment. This would, in turn, lower the growth potential for utilities’ rate base and earnings.
The headwinds of rising costs discussed above
could be partly offset by tailwinds from the recently-enacted “Inflation Reduction Act of 2022” (IRA). Although the IRA has been scrutinized over the past several months by utility managements and investors, the exact implications of the
IRA will depend on detailed guidance still under development at the Treasury Department. However, at this point it is clear that the law will significantly lower the cost of future renewables projects.
The IRA extends production tax credits (PTCs) and
investment tax credits (ITCs) for wind and solar generation through 2032, and to 2035 for projects under active development, adding certainty to project development plans. The law creates a new category of nuclear tax credits and, for the first
time, the law applies tax credits to new energy sources, like some forms of biogas, and to stand-alone energy storage projects, such as utility-scale battery storage. Because of wind and solar energy’s intermittent and unpredictable nature,
developing adequate energy storage is key to their greater adoption. The IRA also applies PTCs to solar projects for the first time and allows production credits to be sold to third parties. These two provisions are expected to lower overall project
costs and incentivize utilities to retain ownership of solar projects.
In addition to extending tax credits, the IRA
contains “bonus” credits which should further lower the cost of renewable projects. A 10% domestic-content bonus for both ITCs and PTCs applies to projects with a minimum of 40% domestic manufactured components. A separate 10% bonus
applies to projects located in “energy communities,” which are described as either brownfield sites, areas next to closed coal mines or coal-fired generation, or areas with significant employment related to the extraction of oil, gas, or
coal. The details of the bonus credits are yet to be promulgated, but these provisions should further advantage the repurposing of old utility generation sites for new, renewables projects.
The IRA enacts generous, open-ended subsidies for
hydrogen production and carbon capture and storage. Industry analysts have estimated that “green” hydrogen production (which uses renewable energy) is very uneconomic currently, but the subsidies could lower the cost to the point where
it is cheaper than the comparable price for natural gas. Ramping up hydrogen production technologies to scale will take a long time, but with the level of subsidies involved and the apparent lack of any cap on their application, the hydrogen
provisions of the IRA could ultimately have a major impact on energy production in the United States.
Looking at hydrogen production from a utility
perspective, utility-owned renewable energy projects could be coupled with hydrogen production facilities to benefit from both tax credits. Nuclear plants used to generate hydrogen could ‘double-dip’ tax credits for nuclear and hydrogen
production. This would benefit several utilities that own nuclear plants. More broadly, most utilities plan to blend some percentage of hydrogen with natural gas for use in heating or electric generation. Affordable and widely available hydrogen
could accelerate these plans. Finally, at least one midstream company has discussed how IRA credits will benefit its ambitious plans for carbon capture and sequestration using repurposed natural gas pipelines.
To help pay for the tax credits, the IRA enacts a
15% corporate minimum tax. The tax applies to companies with a minimum, three-year average income exceeding $1 billion dollars. According to early indications from utility management teams, this income threshold level and the number of offsets
allowed in calculating income, such as renewable tax credits and tax basis depreciation, mean that the tax is generally not expected to have a meaningful impact on utilities’ earnings.
We do not anticipate the IRA will significantly
impact the pace of renewables development over the next year or two, due to the long lead times for project planning and equipment procurement. Beyond this time frame, the IRA is expected to accelerate the retirement of existing coal and lower
efficiency natural gas-fired plants. More importantly, the IRA tax credits outlined above are expected to largely “flow through” to the benefit of ratepayers in the form of lower renewable energy project development costs. We expect
that, over time, the benefits of the IRA will help to offset macro headwinds from rising energy, inflation, and financing costs.
Board of Directors Meeting: At the regular September 2022 Board meeting, the Board declared a quarterly distribution of 35 cents per share to holders of record of common stock on December 15, 2022, with the distribution to be payable on December
31, 2022. At the regular December 2022 Board meeting, the Board declared a quarterly distribution of 35 cents per share to holders of record of common stock on March 15, 2023, with the distribution to be payable on March 31, 2023.
The Impact of Leverage on the Fund: The use of leverage enables the Fund to borrow at short-term rates and invest at potentially higher yields on equity holdings. As of October 31, 2022, the Fund’s leverage consisted of $40 million of floating rate
preferred stock and $155 million of floating rate debt. On that date, the total amount of leverage represented approximately 30% of the Fund’s total assets. As outlined in Notes 8 and 9 to the Fund’s financial statements, the
Fund’s borrowings and preferred shares pay interest and dividends based on the SOFR (Secured Overnight Financing Rate) rate and three-month LIBOR (London Interbank Offer Rate) rate, respectively, and rising interest rates increase the cost of
the Fund’s leverage.
The
amount and type of leverage used by the Fund is reviewed by the Board of Directors based on the Fund’s expected earnings relative to the anticipated costs (including fees and expenses) associated with the leverage. In addition, the long-term
expected benefits of leverage are weighed against the potential effect of increasing the volatility of both the Fund’s NAV and the market value of its common stock. The use of leverage increases the benefits to the Fund when equity valuations
are rising and conversely, exacerbates the negative impact when equity valuations are falling. In addition, the income-oriented equity investments held in your Fund can be adversely affected by a rise in interest rates.
The Federal Open Market Committee
(“FOMC”), the committee within the Federal Reserve (“Fed”) that sets domestic monetary policy, raised the target range for the federal funds rate seven times in calendar year 2022 to its current range of 4.25% to 4.50%. The
Fed also began to reduce the size of its balance sheet via a runoff of its securities holdings. There is debate as to the Fed’s likely actions in 2023, but there is a possibility that the Fed will continue to raise the federal funds rate,
potentially after a pause, in an effort to control inflation.
Rising interest rates generally have a negative
impact on income-oriented investments, although if improved growth accompanies the rising rates, the impact can be mitigated. The negative impact of rising interest rates can also potentially be mitigated by an improved outlook for long-term
inflation, or by relative sector performance. The amount and type of leverage employed by the Fund could potentially be modified or eliminated at any time due to the need to meet asset coverage requirements of the leverage or if the Board of
Directors came to view the long-term expected benefits of the leverage less favorably.
Visit us on the Web—You can obtain more information about the Fund, including the most recent shareholder financial reports and distribution information, at our website, www.dpimc.com/dpg. We appreciate your interest in Duff & Phelps Utility and Infrastructure Fund Inc., and we will continue to do our
best to be of service to you.
| Eric
Elvekrog, CFA, CPA |
David Grumhaus
Vice President and Chief Investment Officer |
President and Chief Executive Officer
Certain statements in this report are
forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio
managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward looking statements, and the views expressed herein are subject to change at any time, due to numerous market
and other factors. The Fund disclaims any obligation to update publicly or revise any forward looking statements or views expressed herein.
Total
Return1
For the period indicated through October 31, 2022 |
| |
One
Year |
Three
Years
(annualized) |
Five
Years
(annualized) |
Ten
Years
(annualized) |
| Duff
& Phelps Utility and Infrastructure Fund Inc. |
|
|
|
|
| Market
Value2 |
3.0%
|
5.8%
|
7.1%
|
6.0%
|
| Net
Asset Value3 |
-2.7%
|
0.8%
|
2.7%
|
3.8%
|
| Composite
Index4 |
0.2%
|
4.8%
|
5.0%
|
4.8%
|
| MSCI
USA Utilities Index (net)4 |
1.9%
|
3.4%
|
6.2%
|
8.4%
|
| MSCI
World ex USA Utilities Index (net)4 |
-20.1%
|
-2.9%
|
0.9%
|
3.0%
|
| Alerian
US Midstream Energy Index4 |
26.2%
|
14.7%
|
N/A
|
N/A
|
| FTSE
All-World Telecommunications Index4 |
-19.1%
|
-5.2%
|
-1.5%
|
2.1%
|
| MSCI
World Core Infrastructure Selected GICS® (net)4 |
-12.6%
|
N/A
|
N/A
|
N/A
|
Growth of $10,000 for periods ended 10/31
This graph shows the change in value of a
hypothetical investment of $10,000 in the Fund for the years indicated. For comparison, the same investment is shown in the indicated index.
| |
|
|
1 |
Past
performance is not indicative of future results. Current performance may be lower or higher than performance in historical periods. |
|
2 |
Total
return on market value assumes a purchase of common stock at the opening market price on the first business day and a sale at the closing market price on the last business day of each period shown in the table and assumes reinvestment of dividends
at the actual reinvestment prices obtained under the terms of the Fund’s dividend reinvestment plan. In addition, when buying or selling stock, you would ordinarily pay brokerage expenses. Because brokerage expenses are not reflected in the
above calculations, your total return net of brokerage expenses would be lower than the total return on market value shown in the table. Source: Administrator of the Fund. |
|
3 |
Total
return on NAV uses the same methodology as is described in note 2, but with use of NAV for beginning, ending and reinvestment values. Because the Fund’s expenses (ratios detailed on page 15 of this report) reduce the Fund’s NAV, they
are already reflected in the Fund’s total return on NAV shown in the table. NAV represents the underlying value of the Fund’s net assets, but the market price per share may be higher or lower than the NAV. Source: Administrator of the
Fund. |
|
4 |
The
Composite Index is a composite of the returns of the Alerian US Midstream Energy, MSCI USA Utilities (net), MSCI World ex USA Utilities (net), MSCI World Core Infrastructure Selected GICS (net), and FTSE All-World Telecommunications Indices,
weighted monthly to reflect the stock sector allocation of the Fund based on beginning of month market values. The MSCI World Core Infrastructure Selected GICS Index (net) incepted on November 1, 2020, and thus does not have three-, five-, and
ten-year return information. The Alerian US Midstream Energy Index was launched June 25, 2018 and therefore does not have five- and ten-year return information. Prior to November 1, 2018, the Composite Index was a composite of the returns of the
Alerian MLP, MSCI USA Utilities, MSCI World ex USA Utilities (net), and MSCI World Telecom Indices, weighted monthly to reflect the stock sector allocation of the Fund based on beginning of month market values. The November 1, 2018 change in
the indices comprising the Composite Index was discussed in the 2018 Annual Report. The indices are calculated on a total return basis, net of foreign withholding taxes, with dividends reinvested. Indices are unmanaged; their returns do not reflect
any fees, expenses, or sales charges; and they are not available for direct investment. Source: Index returns were obtained from MSCI and Morningstar Direct. |
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF
INVESTMENTS
October 31, 2022
| Shares
|
|
Description
|
|
Value
|
| Common
Stocks & MLP Interests—139.5% |
| |
|
■
Airport Services—1.6% |
| 64,050
|
|
Aena SME S.A.
(Spain)(1)
|
|
$
7,541,887 |
| |
|
■
Coal & Consumable Fuels—2.7% |
| 210,889
|
|
Enviva, Inc.
|
|
12,619,598
|
| |
|
■
Construction & Engineering—4.5% |
| 292,396
|
|
Ferrovial S.A.
(Spain)
|
|
7,140,210
|
| 149,510
|
|
Vinci S.A.
(France)
|
|
13,767,649
|
| |
|
|
|
20,907,859
|
| |
|
■
Electric, Gas and Water—80.9% |
| 404,990
|
|
Alliant Energy Corp.
|
|
21,128,328
|
| 235,660
|
|
Ameren Corp.
(2)
|
|
19,211,003
|
| 192,410
|
|
American Electric Power Co., Inc.
|
|
16,916,687
|
| 2,340,225
|
|
APA Group
(Australia)
|
|
15,732,681
|
| 111,800
|
|
Atmos Energy Corp.
|
|
11,912,290
|
| 177,000
|
|
Black Hills Corp.
|
|
11,570,490
|
| 843,000
|
|
CenterPoint Energy, Inc.
|
|
24,118,230
|
| 242,800
|
|
Dominion Energy, Inc.
|
|
16,988,716
|
| 159,000
|
|
DTE Energy Co.
|
|
17,825,490
|
| 164,000
|
|
Duke Energy Corp.
|
|
15,281,520
|
| 2,725,000
|
|
EDP - Energias de Portugal S.A.
(Portugal)
|
|
11,916,442
|
| 236,200
|
|
Emera, Inc.
(Canada)
|
|
8,753,799
|
| 141,000
|
|
Entergy Corp.
|
|
15,106,740
|
| 252,900
|
|
Evergy, Inc.
|
|
15,459,777
|
| 221,000
|
|
Eversource Energy
|
|
16,857,880
|
| 641,000
|
|
NextEra Energy, Inc.
|
|
49,677,500
|
| 333,117
|
|
OGE Energy Corp.
|
|
12,202,076
|
| 75,000
|
|
Orsted AS
(Denmark)
|
|
6,185,711
|
| 1,118,000
|
|
PG&E Corp.
(1)
|
|
16,691,740
|
| 410,235
|
|
PPL Corp.
|
|
10,867,125
|
| 242,000
|
|
Public Service Enterprise Group, Inc.
|
|
13,568,940
|
| 254,000
|
|
RWE AG
(Germany)
|
|
9,787,094
|
| 202,000
|
|
WEC Energy Group, Inc.
|
|
18,448,660
|
| |
|
|
|
376,208,919
|
| Shares
|
|
Description
|
|
Value
|
| |
|
■
Highways & Railtracks—6.0% |
| 6,655,329
|
|
Atlas Arteria Ltd.
(Australia)
|
|
$
28,054,165 |
| |
|
■
Multi-Utilities—3.1% |
| 94,000
|
|
Sempra Energy
|
|
14,188,360
|
| |
|
■
Oil & Gas Storage, Transportation and Production—33.6% |
| 138,000
|
|
Cheniere Energy, Inc.
|
|
24,344,580
|
| 202,000
|
|
DT Midstream, Inc.
|
|
12,059,400
|
| 2,404,185
|
|
Energy Transfer LP
|
|
30,701,443
|
| 692,000
|
|
Enterprise Products Partners
LP
|
|
17,473,000
|
| 225,000
|
|
Magellan Midstream Partners LP
|
|
12,138,750
|
| 509,575
|
|
MPLX LP
|
|
17,091,146
|
| 403,265
|
|
Pembina Pipeline Corp.
(Canada)
|
|
13,314,390
|
| 216,000
|
|
Targa Resources Corp.
|
|
14,767,920
|
| 434,147
|
|
Williams Cos., Inc. (The)
|
|
14,209,631
|
| |
|
|
|
156,100,260
|
| |
|
■
Railroads—7.1% |
| 115,770
|
|
Canadian National Railway Co.
(Canada)
|
|
13,715,475
|
| 260,000
|
|
Canadian Pacific Railway Ltd.
(Canada)
|
|
19,382,391
|
| |
|
|
|
33,097,866
|
| |
|
Total
Common Stocks & MLP Interests
(Cost $626,987,771) |
|
648,718,914
|
The accompanying notes are an integral part of these
financial statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
| Shares
|
|
Description
|
|
Value
|
| Short-Term
Investment—1.3% |
| |
|
■
Money Market Mutual Fund—1.3% |
| 5,982,710
|
|
BlackRock Liquidity FedFund - Institutional Shares (seven-day effective yield
2.872%)(3)
|
|
$5,982,710
|
| |
|
Total
Short-Term Investment
(Cost $5,982,710) |
|
5,982,710
|
TOTAL
INVESTMENTS BEFORE WRITTEN OPTIONS—140.8%
(Cost $632,970,481) |
|
654,701,624
(4) |
| |
|
■
Written Options—0.0% |
| |
|
(see
Open Written Option Contracts on the next page) |
| |
|
Total
Written Options
(Premiums received $71,403) |
|
—
|
TOTAL
INVESTMENTS AFTER WRITTEN OPTIONS—140.8%
(Cost $632,899,078) |
|
654,701,624
|
| |
|
Secured
borrowings—(33.3)% |
|
(155,000,000)
|
| |
|
Mandatory
Redeemable Preferred Shares at liquidation value—(8.6)% |
|
(40,000,000)
|
| |
|
Other assets less other
liabilities—1.1%
|
|
5,226,189
|
| NET
ASSETS APPLICABLE TO COMMON STOCK—100.0% |
|
$
464,927,813 |
|
(1) |
Non-income
producing. |
|
(2) |
All
or a portion of the security is segregated as collateral for written options. The value of securities segregated as collateral is $9,537,840. |
|
(3) |
Shares
of this fund are publicly offered, and its prospectus and annual report are publicly available. |
|
(4) |
All
or a portion of the total investments before written options have been pledged as collateral for borrowings. |
The percentage shown for each investment category is
the total value of that category as a percentage of the net assets applicable to common stock of the Fund.
The accompanying notes are an integral part of
these financial statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
| Open
Written Option Contracts as of October 31, 2022, were as follows: |
| Description
of Option |
|
Number
of
Contracts |
|
Contract
Notional
Amount |
|
Strike
Price |
|
Expiration
Date |
|
Value
|
| Exchange-Traded
Call Options |
|
|
|
|
|
|
|
|
|
|
|
Ameren
Corp.
|
|
(1,170)
|
|
$(12,285)
|
|
$105.00
|
|
12/16/22
|
|
$—
(1) |
| Footnote
Legend: |
|
|
(1) Internally fair valued security currently priced at zero ($0). |
|
The Fund’s investments are carried at fair
value which is defined as the price that the Fund might reasonably expect to receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. The three-tier hierarchy
of inputs established to classify fair value measurements for disclosure purposes is summarized in the three broad levels listed below:
Level 1—quoted prices in active markets for
identical securities
Level 2—other
significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.)
Level 3—significant unobservable inputs
(including the Fund’s own assumptions in determining fair value of investments)
The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated with investing in these securities. The following is a summary of the inputs used to value each of the Fund’s investments at October 31, 2022:
| |
Level
1 |
|
Level
2 |
|
Common stocks & MLP
interests
|
$648,718,914
|
|
$—
|
|
Money market mutual
fund
|
5,982,710
|
|
—
|
|
Total investments before written
options
|
654,701,624
|
|
—
|
|
Written
options
|
—
|
|
—
(1) |
|
Total investments after written
options
|
$654,701,624
|
|
$—
|
| |
|
|
|
|
(1) Internally fair valued security currently priced at zero ($0). |
|
|
|
There were no Level 3 priced securities held and
there were no transfers into or out of Level 3.
The accompanying notes are an integral part of
these financial statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
* Percentages
are based on total investments before written options rather than net assets applicable to common stock.
| Currency
Abbreviations: |
| AUD
|
Australian
Dollar |
| CAD
|
Canadian
Dollar |
| CHF
|
Swiss
Franc |
| DKK
|
Danish
Krone |
| EUR
|
Euro
|
| GBP
|
United
Kingdom Pound Sterling |
| USD
|
United
States Dollar |
The accompanying notes are an integral part of these financial
statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2022
| Assets:
|
|
|
Investments at value (cost
$632,970,481)
|
$654,701,624
|
|
Foreign currency at value (cost
$30,845)
|
30,804
|
|
Cash
|
5,107,187
|
| Receivables:
|
|
|
Dividends
|
760,224
|
|
Tax reclaims
|
643,908
|
|
Prepaid expenses
|
17,977
|
|
Total
assets
|
661,261,724
|
| Liabilities:
|
|
|
Written options at value (premiums received $71,403) (Note
5)
|
—
(1) |
|
Secured borrowings (Note
9)
|
155,000,000
|
| Payables:
|
|
|
Investment advisory fees (Note
3)
|
545,875
|
|
Administrative fees (Note
3)
|
43,222
|
|
Interest on floating rate mandatory redeemable preferred shares (Note
8)
|
196,087
|
|
Interest on secured borrowings (Note
9)
|
591,508
|
|
Accrued
expenses
|
106,207
|
|
Floating rate mandatory redeemable preferred shares (liquidation preference $40,000,000, net of deferred offering costs of $148,988) (Note
8)
|
39,851,012
|
|
Total
liabilities
|
196,333,911
|
|
NET ASSETS APPLICABLE TO COMMON
STOCK
|
$464,927,813
|
| CAPITAL:
|
|
|
Common stock ($0.001 par value; 596,000,000 shares authorized and 38,115,078 shares issued and
outstanding)
|
$
38,115 |
|
Additional paid-in
capital
|
451,242,057
|
|
Total distributable earnings (accumulated
losses)
|
13,647,641
|
|
Net assets applicable to common
stock
|
$464,927,813
|
|
NET ASSET VALUE PER SHARE OF COMMON
STOCK
|
$
12.20 |
| |
|
|
(1) |
Internally
fair valued security currently priced at zero ($0). |
The accompanying notes are an integral part of these financial
statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED October
31, 2022
| INVESTMENT
INCOME: |
|
|
Dividends (less foreign withholding tax of
$860,175)
|
$
25,167,877 |
|
Less return of capital distributions (Note
2)
|
(8,776,799)
|
|
Refund of previously paid foreign taxes (Note
2)
|
987,172
|
|
Total investment
income
|
17,378,250
|
| EXPENSES:
|
|
|
Investment advisory fees (Note
3)
|
7,287,785
|
|
Administrative fees (Note
3)
|
519,046
|
|
Interest expense and fees on secured borrowings (Note
9)
|
3,230,481
|
|
Interest expense and amortization of deferred offering costs on preferred shares (Note
8)
|
1,333,497
|
|
Professional
fees
|
164,521
|
|
Reports to shareholders
|
153,793
|
|
Directors’ fees (Note
3)
|
68,799
|
|
Accounting agent
fees
|
61,906
|
|
Custodian fees
|
18,939
|
|
Transfer agent
fees
|
10,251
|
|
Other
expenses
|
136,931
|
|
Total
expenses
|
12,985,949
|
|
Net investment
income
|
4,392,301
|
| REALIZED
AND UNREALIZED GAIN (LOSS): |
|
|
Net realized gain (loss) on
investments
|
18,397,708
|
|
Net realized gain (loss) on foreign currency transactions
|
(162,141)
|
|
Net realized gain (loss) on written
options
|
1,145,867
|
|
Net change in unrealized appreciation / depreciation on investments and foreign currency
translation
|
(36,472,223)
|
|
Net change in unrealized appreciation / depreciation on written
options
|
71,403
|
|
Net realized and unrealized gain
(loss)
|
(17,019,386)
|
|
NET DECREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM
OPERATIONS
|
$(12,627,085)
|
The accompanying notes are an integral part of these financial
statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENTS OF CHANGES IN NET ASSETS
| |
For
the
year ended
October 31, 2022 |
|
For
the
year ended
October 31, 2021 |
| OPERATIONS:
|
|
|
|
|
Net investment
income
|
$
4,392,301 |
|
$
4,589,084 |
|
Net realized gain
(loss)
|
19,381,434
|
|
18,234,544
|
|
Net change in unrealized appreciation / depreciation
|
(36,400,820)
|
|
99,415,296
|
|
Net increase (decrease) in net assets applicable to common stock resulting from
operations
|
(12,627,085)
|
|
122,238,924
|
| DISTRIBUTIONS
TO COMMON STOCKHOLDERS: |
|
|
|
|
Net investment income and capital
gains
|
(4,541,413)
|
|
—
|
|
Return of
capital
|
(48,709,802)
|
|
(53,112,191)
|
|
Decrease in net assets from distributions to common stockholders (Note
6)
|
(53,251,215)
|
|
(53,112,191)
|
| From
Capital Share Transactions |
|
|
|
|
Shares issued to common stockholders from dividend reinvestment (122,705 and 62,567 shares,
respectively)
|
1,654,019
|
|
824,302
|
| Increase
(decrease) in net assets from capital share transactions |
1,654,019
|
|
824,302
|
|
Total increase (decrease) in net
assets
|
(64,224,281)
|
|
69,951,035
|
| TOTAL
NET ASSETS APPLICABLE TO COMMON STOCK: |
|
|
|
|
Beginning of
year
|
529,152,094
|
|
459,201,059
|
|
End of
year
|
$464,927,813
|
|
$529,152,094
|
The accompanying notes are an integral part of these financial
statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED October
31, 2022
| INCREASE
(DECREASE) IN CASH |
|
| Cash
flows provided by (used in) operating activities: |
|
|
Net increase (decrease) in net assets resulting from operations
|
$
(12,627,085) |
| Adjustments
to reconcile net increase (decrease) in net assets resulting from operations to cash provided by (used in) operating activities: |
|
|
Proceeds from sale of long-term
investments
|
411,407,207
|
|
Purchase of long-term investment
securities
|
(351,607,509)
|
|
Net (purchases) or sales of money market mutual
funds
|
(3,544,417)
|
|
Net change in unrealized (appreciation)/depreciation on
investments
|
36,381,286
|
|
Net change in unrealized (appreciation)/depreciation on written
options
|
(71,403)
|
|
Net realized (gain)/loss on
investments
|
(18,397,708)
|
|
Net realized (gain)/loss on written
options
|
(1,145,867)
|
|
Return of capital distributions on
investments
|
8,776,799
|
|
Proceeds from litigation
settlements
|
99,421
|
|
Net proceeds from written
options
|
1,217,270
|
|
(Increase) Decrease in tax reclaims
receivable
|
(124,559)
|
|
(Increase) Decrease in dividends
receivable
|
565,907
|
|
(Increase) Decrease in prepaid
expenses
|
(1,335)
|
|
Increase (Decrease) in amortization of deferred offering costs on mandatory redeemable preferred
shares
|
52,900
|
|
Increase (Decrease) in interest payable on secured
borrowings
|
574,877
|
|
Increase (Decrease) in interest payable on mandatory redeemable preferred
shares
|
124,412
|
|
Increase (Decrease) in affiliated expenses
payable
|
(70,893)
|
|
Increase (Decrease) in non-affiliated expenses
payable
|
20,718
|
|
Cash provided by (used in) operating
activities
|
71,630,021
|
| Cash
provided by (used in) financing activities: |
|
|
Repayment of secured borrowings
|
(15,000,000)
|
|
Cash distribution paid to
shareholders
|
(51,597,196)
|
|
Cash provided by (used in) financing
activities
|
(66,597,196)
|
|
Net increase (decrease) in
cash
|
5,032,825
|
|
Cash at beginning of
period
|
105,166
|
| Cash at end of period
|
$
5,137,991 |
| Supplemental
cash flow information: |
|
|
Cash paid during the period for interest expense on secured
borrowings
|
$
2,655,604 |
|
Cash paid during the period for interest expense on floating rate mandatory redeemable preferred
shares
|
$
1,209,085 |
The accompanying notes are an integral part of these financial
statements.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
FINANCIAL HIGHLIGHTS—SELECTED PER SHARE DATA AND RATIOS
The
table below provides information about income and capital changes for a share of common stock outstanding throughout the periods indicated (excluding supplemental data provided below):
| |
For
the year ended October 31, |
| |
2022
|
|
2021
|
|
2020
|
|
2019
|
|
2018
|
| PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of
period
|
$
13.93 |
|
$
12.11 |
|
$
16.40 |
|
$
15.28 |
|
$
17.47 |
|
Net investment income
(loss)
|
0.12
|
|
0.12
|
|
0.22
|
|
0.12
|
|
0.19
|
|
Net realized and unrealized gain
(loss)
|
(0.45)
|
|
3.10
|
|
(3.11)
|
|
2.40
|
|
(0.98)
|
| Net
increase (decrease) from investment operations applicable to common stock |
(0.33)
|
|
3.22
|
|
(2.89)
|
|
2.52
|
|
(0.79)
|
| Distributions
on common stock: |
|
|
|
|
|
|
|
|
|
|
Net investment
income
|
(0.12)
|
|
—
|
|
(0.71)
|
|
—
|
|
(1.15)
|
|
Net realized
gain
|
—
|
|
—
|
|
—
|
|
(0.56)
|
|
(0.25)
|
|
Return of
capital
|
(1.28)
|
|
(1.40)
|
|
(0.69)
|
|
(0.84)
|
|
—
|
| Total
distributions |
(1.40)
|
|
(1.40)
|
|
(1.40)
|
|
(1.40)
|
|
(1.40)
|
|
Net asset value, end of
period
|
$
12.20 |
|
$
13.93 |
|
$
12.11 |
|
$
16.40 |
|
$
15.28 |
|
Market value, end of
period
|
$
13.26 |
|
$
14.26 |
|
$
10.20 |
|
$
15.53 |
|
$
13.21 |
RATIOS
TO AVERAGE NET ASSETS APPLICABLE TO
COMMON STOCK: |
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
2.51%
|
|
2.27%
|
|
2.82%
|
|
3.20%
|
|
2.97%
|
|
Operating expenses, without
leverage
|
1.62%
|
|
1.62%
|
|
1.67%
|
|
1.62%
|
|
1.62%
|
|
Net investment
income
|
0.85%
|
|
0.88%
|
|
1.59%
|
|
0.72%
|
|
1.13%
|
| SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
|
|
Total return on market
value(1)
|
3.04%
|
|
55.26%
|
|
(25.95)%
|
|
29.13%
|
|
(7.95)%
|
|
Total return on net asset
value(1)
|
(2.67)%
|
|
27.62%
|
|
(17.42)%
|
|
17.01%
|
|
(4.82)%
|
|
Portfolio turnover
rate
|
50%
|
|
45%
|
|
50%
|
|
48%
|
|
46%
|
|
Net assets applicable to common stock, end of period (000’s
omitted)
|
$464,928
|
|
$529,152
|
|
$459,201
|
|
$621,962
|
|
$579,457
|
|
Secured borrowing outstanding, end of period (000’s
omitted)
|
$155,000
|
|
$170,000
|
|
$130,000
|
|
$160,000
|
|
$160,000
|
|
Asset coverage on secured
borrowings(2)
|
$
4,258 |
|
$
4,348 |
|
$
5,148 |
|
$
5,512 |
|
$
5,247 |
|
Mandatory redeemable preferred shares, end of period (000’s
omitted)(3)
|
$
40,000 |
|
$
40,000 |
|
$
80,000 |
|
$100,000
|
|
$100,000
|
|
Asset coverage on mandatory redeemable preferred
shares(4)
|
$
85 |
|
$
88 |
|
$
80 |
|
$
85 |
|
$
81 |
|
Asset coverage ratio on total leverage (secured borrowings and mandatory redeemable preferred shares), end of
period(5)
|
338%
|
|
352%
|
|
319%
|
|
339%
|
|
323%
|
| |
|
|
(1) |
Total
return on market value assumes a purchase of common stock at the opening market price on the first business day and a sale at the closing market price on the last business day of each period shown in the table and assumes reinvestment of dividends
at the actual reinvestment prices obtained under the terms of the Fund’s Automatic Reinvestment and Cash Purchase Plan. Total Return on net asset value uses the same methodology, but with the use of net asset value for beginning and ending
values. |
|
(2) |
Represents
value of net assets applicable to common stock plus the secured borrowings and mandatory redeemable preferred shares (“preferred shares”) outstanding at period end divided by the secured borrowings outstanding at period end, calculated
per $1,000 principal amount of borrowing. The rights of debt holders are senior to the rights of the holders of the Fund’s common and preferred shares. |
|
(3) |
The
Fund’s preferred shares are not publicly traded. |
|
(4) |
Represents
value of net assets applicable to common stock plus secured borrowings and preferred shares outstanding at period end divided by the secured borrowings and preferred shares outstanding at period end, calculated per $25 liquidation preference per
share of preferred shares. |
|
(5) |
Represents
value of net assets applicable to common stock plus secured borrowings and preferred shares outstanding at period end divided by the secured borrowings and preferred shares outstanding at period end. |
The
accompanying notes are an integral part of these financial statements.
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS
October 31, 2022
Note 1. Organization
Duff & Phelps Utility and Infrastructure Fund
Inc. (“DPG” or the “Fund”) was incorporated under the laws of the State of Maryland on March 15, 2011. The Fund commenced operations on July 29, 2011, the date on which its initial public offering shares were issued, as a
non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek total return, resulting primarily from (i) a high level of current income, with an emphasis on providing tax-advantaged dividend income, and (ii) growth in current income, and secondarily from
capital appreciation.
Note 2. Significant Accounting
Policies
The Fund is an investment company
that follows the accounting and reporting guidance of Accounting Standards Codification (“ASC”) Topic 946 applicable to Investment Companies.
The following are the significant accounting
policies of the Fund:
A. Investment
Valuation: Equity securities traded on a national or foreign securities exchange or traded over-the-counter and quoted on the NASDAQ Stock Market are valued at the last reported sale price or, if there was no sale on
the valuation date, then the security is valued at the closing bid price, in each case using valuation data provided by an independent pricing service, and are generally classified as Level 1. Equity securities traded on more than one securities
exchange shall be valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities and are classified as Level 1. If there was no sale on
the valuation date, then the security is valued at the closing bid price of the exchange representing the principal market for such securities. Exchange traded options are valued at the last posted settlement price on the market where such option is
principally traded and are classified as Level 1. If an option is not traded on the day prior to the expiration date and is out of the money, the option will be fair valued, and classified as Level 2. Any securities for which it is determined that
market prices are unavailable or unreliable are fair valued using the Adviser’s policies adopted by the Board of Directors and are classified as Level 2 or 3 based on the valuation inputs.
B. Investment
Transactions and Investment Income: Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is recognized
on the ex-dividend date or, in the case of certain foreign securities, as soon as the Fund is notified. Interest income and expense are recognized on the accrual basis.
The Fund invests in master limited partnerships
(“MLPs”) which make distributions that are primarily attributable to return of capital. Dividend income is recorded using management’s estimate of the percentage of income included in the distributions received from the MLP
investments based on their historical dividend results. Distributions received in excess of this estimated amount are recorded as a reduction of cost of investments (i.e., a return of capital). The actual amounts of income and return of capital
components of its distributions are only
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
determined by each MLP after its fiscal year-end
and may differ from the estimated amounts. For the year ended October 31, 2022, the Fund estimated that 100% of the MLP distributions received would be treated as a return of capital.
C. Income
Taxes: It is the Fund’s intention to comply with requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to regulated investment companies and to
distribute substantially all of its taxable income and capital gains to its shareholders. Therefore, no provision for federal income or excise taxes is required.
The Fund may be subject to foreign taxes on
income or gains on investments, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it
invests.
Management of the Fund has
concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Fund’s U.S. federal income tax return is generally subject to examination by the Internal Revenue Service for a
period of three years after they are filed. State, local and/or non-U.S. tax returns and/or other filings may be subject to examination for different periods, depending upon the tax rules of each applicable jurisdiction.
D. Foreign
Currency Translation: Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the foreign currency exchange rate effective at the end of the
reporting period. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts at the rate of exchange prevailing on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with
the net realized and unrealized gain or loss on investments.
E. Derivative
Financial Instruments: Disclosures on derivative instruments and hedging activities are intended to improve financial reporting for derivative instruments by enhanced disclosure that enables the investors to
understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. Summarized below is a specific type of derivative instrument used
by the Fund.
Options
The Fund is subject to equity price risk in the
normal course of pursuing its investment objectives and is authorized to write (sell) covered call options, in an attempt to manage such risk and with the purpose of generating realized gains. A call option on a security is a contract that gives the
holder of such call option the right to buy the security underlying the call option from the writer of such call option at a specified price (strike price) at any time during the term of the option. A covered call option is an option written on a
security held by the Fund.
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
When a call option is written (sold), the Fund
receives a premium (or call premium) from the buyer of such call option and records a liability to reflect its obligation to deliver the underlying security upon the exercise of the call option at the strike price.
Changes in the value of the written options are
included in “Net change in unrealized appreciation / depreciation on written options” on the Statement of Operations. “Net realized gain (loss) on written options” on the Statement of Operations will include the following:
(a) premiums received from holders on options that have expired, and (b) the difference between the premium received and the amount paid to repurchase an open option, including any commission. Premiums from options exercised are added to the
proceeds from the sale of the underlying security in order to determine the net realized gain or loss on the security.
F. Use of
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
G. Accounting
Standards: In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848 - Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. The amendments in ASU 2020-04 provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank
Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022.
In July 2017, the head of the United Kingdom Financial Conduct Authority (“FCA”) announced the intention to phase out the use of LIBOR by the end of 2021. However, after subsequent announcements by the FCA, the LIBOR administrator and
other regulators, certain of the most widely used LIBORs have been extended and are expected to continue until mid-2023. Management is currently evaluating the impact, if any, of applying ASU 2020-04, but does not believe there will be a material
impact.
Note 3. Agreements and
Management Arrangements
A. Adviser: The Fund has an Advisory Agreement with Duff & Phelps Investment Management Co. (the “Adviser” or “DPIM”), an indirect, wholly owned subsidiary of Virtus Investment Partners, Inc.
(“Virtus”). The Adviser receives a monthly fee at an annual rate of 1.00% of Average Weekly Managed Assets, which is defined as the average weekly value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund
(other than the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).
B.
Administrator: The Fund has an Administration Agreement with Virtus Fund Services, LLC (the “Administrator”), an indirect, wholly owned subsidiary of Virtus. The Administrator receives a monthly fee at an
annual rate of 0.10% of the average weekly net assets of the Fund.
C. Directors: The Fund pays each director an annual fee. Total fees paid to directors for the year ended October 31, 2022 were $68,799.
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
D. Affiliated
Shareholder: At October 31, 2022, Virtus Partners, Inc. (a wholly owned subsidiary of Virtus) held 13,598 shares of the Fund, which represent 0.04% of shares of common stock outstanding. These shares may be sold at
any time.
Note 4. Investment
Transactions
Purchases and sales of investment
securities (excluding short-term investments) for the year ended October 31, 2022 were $351,607,509 and $411,407,207, respectively.
Note 5. Derivatives Transactions
The Fund’s investments in derivatives may
represent economic hedges; however, they are not considered to be hedge transactions for financial reporting purposes. For additional information on the derivative instruments in which the Fund was invested during the reporting period, refer to the
Schedule of Investments and Note 2E above. During the year ended October 31, 2022, the Fund wrote call options on individual stocks held in its portfolio of investments to enhance returns while forgoing some upside potential. The risk in writing
call options is that the Fund gives up the opportunity for profit if the market price of the referenced security increases and the option is exercised. All written options have a primary risk exposure of equity price associated with them.
For the year ended October 31, 2022, the average
quarterly premiums received for written options was $179,403.
The following is a summary of the derivative
activity reflected in the financial statements for the year ended October 31, 2022.
| Statement
of Assets and Liabilities |
Statement
of Operations |
| Assets:
None |
$—
|
Net
realized gain (loss) from written options |
$1,145,867
|
| Liabilities:
Written options at value |
—
(a) |
Net
change in unrealized appreciation / depreciation from written options |
71,403
|
| Net
asset (liability) balance |
—
(a) |
Total
realized and unrealized gain (loss) |
$1,217,270
|
(a) Internally fair valued security currently priced at zero ($0).
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
Note 6. Distributions and Tax
Information
At October 31, 2022, the
approximate federal tax cost and aggregate gross unrealized appreciation (depreciation) were as follows:
| |
Federal
Tax Cost |
|
Unrealized
Appreciation |
|
Unrealized
Depreciation |
|
Net
Unrealized
Appreciation
(Depreciation) |
|
Investments
|
$636,184,827
|
|
$64,983,350
|
|
$(46,466,553)
|
|
$18,516,797
|
|
Written
options
|
(71,403)
|
|
71,403
|
|
—
|
|
71,403
|
The Fund has capital
loss carryovers available to offset future realized gains, if any, to the extent permitted by the Code. Net capital losses are carried forward without expiration and generally retain their short-term and/or long-term tax character, as applicable.
For the year ended October 31, 2022, the Fund’s capital loss carryovers are as follows:
| Short-Term
|
|
Long-Term
|
| $4,649,768
|
|
$—
|
Certain late year
ordinary losses may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended October 31, 2022, no late year losses were deferred.
The Fund declares and pays quarterly
distributions on its common shares of a stated amount per share. Subject to approval and oversight by the Fund’s Board of Directors, the Fund seeks to maintain a stable distribution level (a Managed Distribution Plan) consistent with the
Fund’s primary investment objective. If and when sufficient investment income is not available on a quarterly basis, the Fund will distribute long-term capital gains and/or return capital in order to maintain the 35 cents per common share
distribution level. The character of distributions is determined in accordance with federal tax regulations, which may differ from U.S. generally accepted accounting principles.
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
The tax character of distributions paid to common
shareholders during the years ended October 31, 2022 and 2021 was as follows:
| |
|
|
|
| |
2022
|
|
2021
|
| Distributions
paid from: |
|
|
|
|
Ordinary
Income
|
$
4,541,413 |
|
$
— |
|
Return of
Capital
|
48,709,802
|
|
53,112,191
|
|
Total
distributions
|
$53,251,215
|
|
$53,112,191
|
At October 31, 2022,
the components of distributable earnings/(accumulated losses) on a tax basis were as follows:
|
Other timing
differences
|
$
(4,845,855) |
|
Net unrealized
appreciation
|
18,493,496
|
| |
$13,647,641
|
Note 7. Reclassification of Capital
Accounts
Certain capital accounts in the
financial statements are periodically adjusted for permanent differences in order to reflect their tax character. Permanent reclassifications can arise from differing treatment of certain income and gain transactions and nondeductible current year
net operating losses. These adjustments have no impact on net assets or net asset value per share of the Fund. Temporary differences that arise from recognizing certain items of income, expense, gain or loss in different periods for financial
statement and tax purposes will likely reverse at some time in the future.
The reclassifications at October 31, 2022 primarily
relate to the Fund’s investment in MLPs and the recharacterization of MLP gains and distributions.
Note 8. Floating Rate Mandatory Redeemable
Preferred Shares
In 2015, the Fund issued
4,000,000 Floating Rate Mandatory Redeemable Preferred Shares (“MRP Shares”) in three series each with a liquidation preference of $25.00 per share. Proceeds from the issuances were used to reduce the size of the Fund’s credit
facility.
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
On April 20, 2020, the Fund voluntarily redeemed all
800,000 of its outstanding Series A MRP Shares, and on October 22, 2021, the Fund voluntarily redeemed all 1,600,000 of its outstanding Series B MRP Shares.
Key terms of Series C MRP Shares at October 31, 2022
are as follows:
| Series
|
|
Shares
Outstanding |
|
Liquidation
Preference |
|
Quarterly
Rate
Reset |
|
Rate
|
|
Weighted
Daily
Average Rate |
|
Mandatory
Redemption
Date |
| C
|
|
1,600,000
|
|
$40,000,000
|
|
3M
LIBOR + 1.95% |
|
5.69%
|
|
3.16%
|
|
8/24/2025
|
The Fund incurred
costs in connection with the issuance of the MRP Shares. These costs were recorded as a deferred charge and are being amortized over the respective life of each series of MRP Shares. Amortization of these deferred offering costs of $52,900 is
included under the caption “Interest expense and amortization of deferred offering costs on preferred shares” on the Statement of Operations, and the unamortized balance is deducted from the carrying amount of the MRP Shares under the
caption “Floating rate mandatory redeemable preferred shares” on the Statement of Assets and Liabilities.
Holders of the MRP Shares are entitled to receive
quarterly cumulative cash dividend payments on the first business day following each quarterly dividend date, which is the last day of each of March, June, September and December.
MRP Shares are subject to optional and mandatory
redemption by the Fund in certain circumstances. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends plus, in some cases, an early redemption premium (which may vary
based on the date of redemption). The MRP shares are not listed on any exchange or automated quotation system. The fair value of the MRP Shares is estimated to be their liquidation preference. The MRP shares are categorized as Level 2 within the
fair value hierarchy. The Fund is subject to certain restrictions relating to the MRP Shares such as maintaining certain asset coverage, effective leverage ratio and overcollateralization ratio requirements. Failure to comply with these restrictions
could preclude the Fund from declaring any distributions to common shareholders and could trigger the mandatory redemption of the MRP Shares.
In general, the holders of the MRP Shares and of
the Common Stock have equal voting rights of one vote per share. The holders of the MRP Shares are entitled to elect two members of the Board of Directors, and separate class votes are required on certain matters that affect the respective interests
of the MRP Shares and the Common Stock.
Note 9. Secured Borrowings
The Fund has a Credit Agreement (the
“Agreement”) with a commercial bank (the “Bank”) that allows the Fund to borrow cash from the Bank, up to a limit of $170,000,000. Borrowings under the Agreement are collateralized by investments of the Fund. Interest is
charged at Standard Overnight Financing Rate (SOFR) plus an additional percentage rate on the amount borrowed and on the undrawn balance (the commitment fee). Total commitment fees accrued for the year ended October 31, 2022,were $875 and are
included in the “Interest expense and fees on secured borrowings” line of the Statement of Operations. The Agreement is renewable and can also be converted to a 1-year fixed term facility. The Bank has the ability to require repayment of
outstanding borrowings under the
DUFF & PHELPS UTILITY AND
INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL
STATEMENTS (Continued)
October 31, 2022
Agreement upon certain circumstances such as an
event of default. For the year ended October 31, 2022, average daily borrowings under the Agreement and the weighted daily average interest rate were $169,424,658 and 1.88%, respectively. At October 31, 2022, the Fund had outstanding
borrowings of $155,000,000 at a rate of 3.975% for a one-month term.
Note 10. Indemnifications
Under the Fund’s organizational documents,
its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to
other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not occurred. However, the Fund has not had prior claims or losses pursuant to these
arrangements and expects the risk of loss to be remote.
Note 11. Subsequent Events
Management has evaluated the impact of all
subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Board of Directors and Shareholders of
Duff & Phelps Utility and Infrastructure Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of
assets and liabilities of Duff & Phelps Utility and Infrastructure Fund Inc. (the “Fund”), including the schedule of investments, as of October 31, 2022, and the related statements of operations and cash flows for the year then
ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2022, the results of its operations and its cash flows for the year then ended, the changes in
its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to
have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have
served as the auditor of one or more Duff & Phelps Investment Management Co. investment companies since 1991.
Chicago, Illinois
December 15, 2022
TAX INFORMATION (Unaudited)
The following information is being provided in
order to meet reporting requirements set forth by the Code and/or to meet state specific requirements. In early 2023, the Fund will make available the tax status of all distributions paid for the calendar year 2022. Shareholders should consult their
tax advisors. With respect to distributions paid during the fiscal year ended October 31, 2022, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable):
|
|
Qualified
Dividend Income %
(for non-corporate shareholders) |
|
Dividend
Received Deduction %
(for corporate shareholders) |
|
Long-Term
Capital Gain Distributions ($) |
| |
100%
|
|
100%
|
|
$0
|
INFORMATION ABOUT PROXY VOTING BY THE FUND
(Unaudited)
The Fund’s Board of Directors has adopted
proxy voting policies and procedures. These proxy voting policies and procedures may be changed at any time by the Fund’s Board of Directors. A description of the policies and procedures that the Fund uses to determine how to vote proxies
relating to portfolio securities is available without charge, upon request, by calling Fund Services toll-free at (866) 270-7598 or is available on the Fund’s website at www.dpimc.com/dpg or on the SEC’s website at www.sec.gov.
Information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge, upon request, by calling Fund Services toll-free at (866) 270-7598 or is available on the Fund’s website at www.dpimc.com/dpg or
on the SEC’s website at www.sec.gov.
INFORMATION ABOUT THE FUND’S PORTFOLIO
HOLDINGS (Unaudited)
The Fund files its complete schedule of portfolio
holdings with the SEC for its first and third fiscal quarters (January 31 and July 31) as an exhibit to Form NPORT-P. The Fund’s Form NPORT-P is available on the SEC’s website at
www.sec.gov. In addition, the Fund’s schedule of portfolio holdings is available without charge, upon request, by calling the Administrator toll-free at (866) 270-7598 or is available on the
Fund’s website at www.dpimc.com/dpg.
ADDITIONAL INFORMATION (Unaudited)
Since October 31, 2021: (i) there have been no
material changes in the Fund’s investment objectives or policies that have not been approved by the shareholders; (ii) there have been no changes in the Fund’s charter or by-laws that would delay or prevent a change in control of the
Fund which have not been approved by the shareholders; (iii) there have been no material changes in the principal risk factors associated with an investment in the fund; and (iv) there have been no changes in the persons who are primarily
responsible for the day-to-day management of the Fund’s portfolio.
Additional information relating to the
Fund’s directors and officers, and any other information found elsewhere in this Annual Report, may be requested by contacting the Fund at the address provided on the back cover of this report.
Notice is hereby given in accordance with Section
23(c) of the 1940 Act that the Fund may from time to time purchase its shares of common stock in the open market.
INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND
PRINCIPAL RISKS (Unaudited)
Investment Objective: The Fund’s investment objective is to seek total return, resulting primarily from (i) a high level of current income, with an emphasis on providing tax-advantaged dividend income and (ii) growth in current
income, and secondarily from capital appreciation.
Principal Strategies: The Fund seeks to achieve its investment objective by investing primarily in equities of domestic and foreign utilities and infrastructure providers. The Fund’s investment strategies endeavor to take advantage of
the income and growth characteristics of equities in these industries. DPG has an outstanding bank loan to leverage the common stockholders’ investment.
Under normal market conditions, the Fund will
invest at least 80% of its total assets in dividend-paying equity securities of companies in the utility industry and the infrastructure industry. The utility industry is defined to include the following sectors: electric, gas, water,
telecommunications, and midstream energy. The infrastructure industry is defined as companies owning or operating essential transportation assets, such as toll roads, bridges, tunnels, airports, seaports, and railroads.
Under normal market conditions, the Fund will
invest no more than 60% of its total assets in any one of the five utility sectors. No more than 20% of the Fund’s total assets will be invested in securities of midstream energy companies that are not regulated by a governmental agency. In
addition, under normal circumstances, the fund will invest no more than 10% of its total assets in securities of any single issuer. No more than 15% of the Fund’s total assets will be invested in issuers located in “emerging
market” countries.
Principal Risks:
Equity Securities Risk: Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity
securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity
securities also are subject to “stock market risk,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by a fund goes down, the value of the Fund’s shares will
be affected.
Industry/Sector
Concentration: The Fund invests a significant portion of its total assets in securities in utility and infrastructure companies. The value of the investments of a fund that focuses its investments in a particular
industry or market sector will be highly sensitive to financial, economic, political and other developments affecting that industry or market sector, and conditions that negatively impact that industry or market sector will have a greater impact on
the fund as compared with a fund that does not have its holdings concentrated in a particular industry or market sector. Events negatively affecting the industries or market sectors in which the fund has invested are therefore likely to cause the
value of the fund’s shares to decrease, perhaps significantly.
Utilities Industry Risk: Risks that are intrinsic to public utility companies include difficulty in obtaining an adequate return on invested capital, difficult in financing large construction programs during an inflationary period, restrictions
on operations and increased costs and delays attributable to environmental considerations and regulation, difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets, technological
innovations that may render existing plants, equipment or products obsolete, the potential impact of natural or man-made disasters, increased costs and reduced availability of certain types of fuel, occasional reduced availability and high costs of
natural gas and other fuels, the effects of energy conservation, the effects of a national energy policy and lengthy delays and greatly increased costs and other problems associated with the design, construction, licensing, regulation and operation
of nuclear facilities for
electric generation, including, among other considerations, the
problems associated with the use of radioactive materials, the disposal of radioactive wastes, shutdown of facilities or release of radiation resulting from catastrophic events, disallowance of costs by regulators which may reduce profitability, and
changes in market structure that increase competition. There are substantial differences among the regulatory practices and policies of various jurisdictions, and any given regulatory agency may make major shifts in policy from time to time.
Infrastructure-Related Risk: Infrastructure-related entities are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs
associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects
of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers,
service interruption due to environmental, operational, or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.
Foreign Investing Risk: Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of
U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary
policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly
available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive
foreign investment companies may be subject to additional taxation risk.
MLP Risk: An
investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control on matters affecting the partnership. MLPs holding credit-related investments are subject to
interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. The fees that MLPs
charge for transportation of oil and gas products through their pipelines are subject to government regulation, which could negatively impact the revenue stream. Investing in MLPs also involves certain risks related to investing in the underlying
assets of the MLPs and risks associated with pooled investment vehicles. These include the risk of environmental incidents, terrorist attacks, demand destruction from high commodity prices, proliferation of alternative energy sources, inadequate
supply of external capital, and conflicts of interest with the general partner. The benefit derived from the fund’s investment in MLPs is largely dependent on the MLPs being treated as partnerships for federal income tax purposes, so any
change to this status would adversely affect the price of the MLP units.
Certain MLPs in which the fund may invest depend
upon their parent or sponsor entities for the majority of their revenues. If their parent or sponsor entities fail to make such payments or satisfy their obligations, the revenues and cash flows of such MLPs and ability of such MLPs to make
distributions to unit holders, such as the fund, would be adversely affected.
Interest Rate Risk: Changes in interest rates can impact the valuation of individual equity securities, as well as the valuation and perceived risks of the broader equity markets. Rising interest rates generally have a negative impact on
income-oriented investments. Changes in interest rates have historically impacted the value of securities issued by utility and infrastructure companies. In addition, rising interest rates raise the cost of leverage for companies, negatively
impacting their margins and growth. The negative impact of rising interest rates can potentially be mitigated by an improved outlook for long-term inflation, by improved economic conditions, or by relative sector
performance. Values of debt securities may rise or fall in response
to changes in interest rates, and this risk may be enhanced with longer term maturities.
Covered Call Options Risk: There are several risks associated with transaction in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve its objective. The Fund’s ability to use options successfully will depend on the Adviser’s ability to predict pertinent market movements, which cannot be assured. As the
writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call
but has retained the risk of loss should the price of the underlying security decline.
No Guarantee: There
is no guarantee that the portfolio will meet its objective.
Leverage Risk:
The Fund employs leverage through preferred stock and a line of credit. While this leverage often serves to increase yield, it also subjects the Fund to increased risks. These risks may include the likelihood of increased price and NAV volatility
and the possibility that the Fund’s common stock income will fall if the dividend rate on the preferred shares or the interest rate on any borrowings rises. The use of leverage is premised upon the expectation that the cost of leverage will be
lower than the return on the investments made with the proceeds. However, if the income or capital appreciation from the securities purchased with such proceeds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses,
the return to common stockholders will be less than if the leverage had not been used. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.
Market Volatility Risk: The value of the securities in which the Fund invests may go up or down in response to the prospects of individual issuers and/or general economic conditions. Such price changes may be temporary or may last for extended
periods.
Instability in the
financial markets may expose the Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of
liquidity, the U.S. Government and other governments have taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of
government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Fund’s ability to achieve its
investment objective. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the Fund and its investments,
hampering the ability of the Fund’s portfolio managers to invest the Fund’s assets as intended.
Management Risk:
The Fund is subject to management risk because it is an actively managed investment portfolio with broad investment mandates. The Adviser will apply investment techniques and risk analysis in making investment decisions for the Fund, but there can
be no guarantee that these will produce the desired results.
Closed-End Funds:
Closed-end funds may trade at a discount or premium from their net asset values, which may affect whether an investor will realize gains or losses. They may also employ leverage, which may increase volatility.
Distribution
Risk: In June 2015, the Board adopted a Managed Distribution Plan (the “Plan”) for the Fund. The Plan provides for the continuation of the 35.0 cent per share quarterly distribution. While the adoption
of the Plan does not in any way constitute a guarantee that the Fund will maintain at least a 35.0 cent per share quarterly distribution, it does indicate that the Fund currently intends to use long-term capital gains and/or return of capital, if
necessary, to maintain that distribution rate. The Board may amend, suspend or terminate the Plan without prior
notice to shareholders if it deems such action to be in the best
interests of the Fund and its shareholders, in which case the 35.0 cents per share quarterly distribution might not be maintained.
INFORMATION ABOUT DIRECTORS AND OFFICERS OF THE FUND
(Unaudited)
Set forth below are the names and certain
biographical information about the directors of the Fund. Directors are divided into three classes and are elected to serve staggered three-year terms. All of the directors are elected by the holders of the Fund’s common stock, except for Mr.
Burke and Ms. McNamara, who are elected by the holders of the Fund’s preferred stock. All of the directors of the Fund, are classified as independent directors because none of them are “interested persons” of the Fund, as defined
in the 1940 Act. All of the Fund’s directors currently serve on the board of directors of two other registered closed-end investment companies that are advised by Duff & Phelps Investment Management Co.: DNP Select Income Fund Inc.
(“DNP”) and DTF Tax-Free Income 2028 Term Fund Inc. (“DTF”). The term “Fund Complex” refers to the Fund and all the other investment companies advised by affiliates of Virtus.
The address for all directors is c/o Duff &
Phelps Investment Management Co., 200 South Wacker Drive, Suite 500, Chicago, IL 60606.
Directors of the Fund (Unaudited)
Name
and Age |
|
Postion(s)
Held with Fund |
|
Term
of Office
and Length of
Time Served |
|
Pricipal
Occupation(s)
During Past 5 Years |
|
Number
of
Portfolios in
Fund
Complex
Overseen by
Director |
|
Other
Directorships
Held by the Director
During Past 5 Years |
| Independent
Directors |
|
|
|
|
|
|
|
|
|
|
Donald
C. Burke(1)
Age: 62 |
|
Director
|
|
Term expires
2024; Director since 2014 |
|
Private
investor since 2009; President and Chief Executive Officer, BlackRock U.S. Funds 2007–2009; Managing Director, BlackRock, Inc. 2006–2009; Managing Director, Merrill Lynch Investment Managers 1990–2006 |
|
103
|
|
Director,
Avista Corp.
(energy company);
Director, Duff & Phelps Utility and Corporate Bond Trust Inc. (“DUC”) 2014-2021; Trustee, Goldman Sachs Fund Complex 2010–2014; Director, BlackRock Luxembourg and
Cayman Funds 2006–2010 |
| Philip
R. McLoughlin Age: 76 |
|
Director
|
|
Term
expires 2025; Director since 2011 |
|
Private
investor since 2010 |
|
110
|
|
Director,
DUC 1996-2021; Chairman of the Board, Lazard World Trust Fund 2010-2019 (Director 1991-2019) |
Geraldine
M.McNamara(1)
Age: 71 |
|
Director
|
|
Term
expires 2023; Director since 2011 |
|
Private
investor since 2006; Managing Director, U.S. Trust Company of New York 1982–2006 |
|
103
|
|
Director,
DUC 2003-2021 |
Name
and Age |
|
Postion(s)
Held with Fund |
|
Term
of Office
and Length of
Time Served |
|
Pricipal
Occupation(s)
During Past 5 Years |
|
Number
of
Portfolios in
Fund
Complex
Overseen by
Director |
|
Other
Directorships
Held by the Director
During Past 5 Years |
Eileen
A. Moran
Age: 68 |
|
Director
and Vice-
Chair-
Person of
the Board |
|
Term
expires 2024; Director since 2011 |
|
Private
investor since 2011; President and Chief Executive Officer, PSEG Resources L.L.C.(investment company) 1990–2011 |
|
3
|
|
Director,
DUC 1996-2021 |
David
J. Vitale
Age: 76 |
|
Director
and
Chairman
the Board |
|
Term
expires 2023; Director since 2011 |
|
Chairman
of the Board of DNP and DTF since 2009 and DPG since 2011; Advisor, Ariel Investments, LLC 2019-2021; President, Chicago Board of Education 2011-2015; Senior Advisor to the CEO, Chicago Public Schools 2007– 2008 (Chief Administrative Officer
2003– 2007); President and Chief Executive Officer, Board of Trade of the City of Chicago, Inc. 2001– 2002; Vice Chairman and Director, Bank One Corporation 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) |
|
3
|
|
Director,
Ariel Alternatives, LLC; Director, United Airlines Holdings, Inc. (airline holding company) 2006-May 2022; Director, Ariel Investments, LLC 2001-2021; Director, Wheels, Inc. (automobile fleet management) 2001-2021; Director, DUC 2005-2021;
Chairman, Urban Partnership Bank 2010-2019 |
| |
|
|
|
|
|
|
|
|
|
|
(1) Elected to the DPG Board by the holders of DPG preferred stock, voting as a separate class.
Officers of the Fund (Unaudited)
The officers of the Fund are elected annually by
the board of directors of the Fund and serve until their respective successors are chosen and qualified. The Fund’s officers receive no compensation from the Fund, but are also officers of the Adviser or Virtus affiliates and receive
compensation in such capacities.
Name,
Address
and Age |
|
Position(s)
Held with Fund
and Length of
Time Served |
|
Principal
Occupation(s)
During Past 5 Years |
David
D. Grumhaus, Jr.
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Age: 56 |
|
President
and Chief Executive Officer since 2021 |
|
President
and Chief Investment Officer of the Adviser since 2021 (Co-Chief Investment Officer 2020; Senior Portfolio Management 2014-2020) |
W.
Patrick Bradley
Virtus Investment Partners, Inc.
One Financial Plaza, Hartford, CT 06103
Age: 50 |
|
Vice
President and Assistant Treasurer
since 2011 |
|
Executive
Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since 2004), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006)
of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; Member (since 2022), BNY Mellon Asset Servicing Client Advisory Board |
Eric
J. Elvekrog, CFA, CPA
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Age: 57 |
|
Vice
President and
Chief Investment Officer
since July 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: 49 |
|
Vice
President and Secretary since 2020 |
|
Vice
President (since 2016) and Senior Counsel, Legal (since 2007) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2008) of various registered funds
advised by subsidiaries of Virtus Investment Partners, Inc. |
Kathleen
L. Hegyi
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Age: 55 |
|
Chief
Compliance Officer since October 2022 |
|
Managing
Director, Chief Compliance Officer of the Adviser since August 2022; Senior Compliance Officer, William Blair & Company, L.L.C. 2010 - 2022 |
Alan
M. Meder, CFA, CPA
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Age: 63 |
|
Treasurer,
Principal Financial and Accounting Officer and Assistant Secretary since 2011 |
|
Chief
Risk Officer of the Adviser since 2001 and Senior Managing Director since 2014 (Senior Vice President 1994-2014); Treasurer of Duff & Phelps Utility and Corporate Bond Trust Inc. 2000-2021 and Principal Financial and Accounting Officer and
Assistant Secretary 2002-2021 |
Name,
Address
and Age |
|
Position(s)
Held with Fund
and Length of
Time Served |
|
Principal
Occupation(s)
During Past 5 Years |
Daniel
J. Petrisko, CFA
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Age: 62 |
|
Executive
Vice President since 2021 and Assistant Secretary since 2015 (Senior Vice President 2017-2021) |
|
Executive
Managing Director of the Adviser since 2017 (Senior Managing Director 2014-2017; Senior Vice President 1997-2014; Vice President 1995-1997); Chief Investment Officer of Duff & Phelps Utility and Corporate Bond Trust Inc. 2004-2021, Senior Vice
President 2017-2021 and Assistant Secretary 2015-2021 (Vice President 2000-2016; Portfolio Manager 2002–2004) |
Nikita
K. Thaker
Virtus Investment Partners, Inc.
One Financial Plaza, Hartford, CT 06103
Age: 44 |
|
Vice
President and Assistant Treasurer
since 2018 |
|
Vice
President and Closed-End Fund Controller (since 2021), and various officer positions (since 2015-2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries since 2015; Vice President, Controller and Assistant Treasurer, Virtus
Closed-End Funds and Virtus Closed-End Funds II since 2021 (Assistant Treasurer 2017-2021) |
AUTOMATIC REINVESTMENT AND CASH PURCHASE PLAN
(Unaudited)
All shareholders whose shares are registered in
their own name with the Fund’s transfer agent are automatically participants in the Fund’s Automatic Reinvestment and Cash Purchase Plan. Shareholders may opt out of the plan and elect to receive all distributions in cash by contacting
the plan administrator, Computershare Trust Company, N.A. (“Computershare”) at the address set forth below.
The plan also permits a nominee, other than a
depository, to participate on behalf of those beneficial owners for whom it is holding shares and who elect to participate. However, some nominees may not permit a beneficial owner to participate without having the shares re-registered in the
owner’s name.
Shareholders who
participate in the plan will have all distributions on their common stock automatically reinvested by Computershare, as agent for the participants, in additional shares of common stock of the Fund. When a distribution is reinvested under the plan,
the number of shares of common stock equivalent to the cash distribution is determined as follows:
1.
If shares of the Fund’s common stock are trading at net asset value or at a premium above net asset value at the valuation date, the Fund issues new shares of common stock at the greater of net asset value or 95% of the
then current market price.
2.
If shares of the Fund’s common stock are trading at a discount from net asset value at the valuation date, Computershare receives the distribution in cash and uses it to purchase shares of common stock in the open
market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. Shares are allocated to participants’ accounts at the average price per share, plus commissions, paid by Computershare for all shares purchased by it.
If, before Computershare has completed its purchases, the market price equals or exceeds the most recent net asset value of the shares, Computershare may cease purchasing shares on the open market and the Fund may issue the remaining shares at a
price equal to the greater of (a) the net asset value on the last day on which Computershare purchased shares or (b) 95% of the market price on such day. In such a case, the number of shares received by the participant in respect of the distribution
will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issued the remaining shares.
The valuation date is the payable date of the
distribution. On that date, Computershare compares that day’s net asset value per share and the closing price per share on the New York Stock Exchange and determines which of the two alternative procedures described above will be
followed.
The reinvestment shares are
credited to the participant’s plan account in the Fund’s stock records maintained by Computershare, including a fractional share to six decimal places. Computershare will send participants written confirmation of all transactions in the
participant’s plan account, including information participants will need for tax records. Shares held in the participant’s plan account have full dividend and voting rights. Distributions paid on shares held in the participant’s
plan account will also be reinvested.
The
cost of administering the plan is borne by the Fund. There is no brokerage commission on shares issued directly by the Fund. However, participants do pay a pro rata share of brokerage commissions incurred (currently $0.02 per share but may vary and
is subject to change) on any open market purchases of shares by Computershare.
The automatic reinvestment of distributions does
not relieve participants of any income tax that may be payable on such distributions. A plan participant will be treated for federal income tax purposes as having received, on the
payable date, a distribution in an amount equal to the cash the
participant would have received instead of shares. If you participate in the plan, you will receive a Form 1099-DIV concerning the federal tax status of distributions paid during the year.
Plan participants may make additional voluntary
cash payments of at least $100 per payment but not more than $3,000 per month (by check or automatic deduction from his or her U.S. bank account) for investment in the Fund by contacting Computershare. Computershare will use such cash payments to
purchase shares of the Fund in the open market or in private transactions.
A shareholder may leave the plan at any time by
written notice to Computershare. To be effective for any given distribution, notice must be received by Computershare at least seven business days before the record date for that distribution. When a shareholder leaves the plan:
1.
such shareholder may request that Computershare sell such shareholder’s shares held in such shareholder’s plan account and send such shareholder a check for the net proceeds (including payment of the value of a
fractional share) after deducting the brokerage commission, or
2.
if no request is made, such shareholder will receive a statement for the number of full shares held in such shareholder’s plan account, along with a check for any fractional share interest. The fractional share interest
will be sold on the open market.
The plan may
be terminated by the Fund or Computershare with the Fund’s prior consent, upon notice in writing mailed to each participant.
These terms and conditions may be amended or
supplemented by the Fund or Computershare with the Fund’s prior consent, at any time or times, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other
regulatory authority, only by mailing appropriate written notice to each participant.
All correspondence concerning the plan should be
directed to the plan administrator, Computershare, P.O. Box 43078, Providence, RI 09240-3078, or contact Fund Services at (866) 270-7598. For more information regarding the plan, please visit the Fund’s website at www.dpimc.com/dpg to view a
copy of the plan in its entirety or contact us at (866) 270-7598.
THIS PAGE INTENTIONALLY LEFT BLANK.
THIS PAGE INTENTIONALLY LEFT BLANK.
Board of Directors
DAVID J. VITALE
Chairman
EILEEN A. MORAN
Vice Chairperson
DONALD C. BURKE
PHILIP R. MCLOUGHLIN
GERALDINE M. MCNAMARA
Officers
DAVID D. GRUMHAUS, JR.
President and Chief Executive
Officer
DANIEL J. PETRISKO, CFA
Executive Vice
President and Assistant Secretary
ERIC J. ELVEKROG, CFA,
CPA
Vice President and Chief Investment Officer
ALAN
M. MEDER, CFA, CPA
Treasurer and Assistant Secretary
KATHLEEN L. HEGYI
Chief Compliance Officer
JENNIFER S. FROMM
Vice President and Secretary
W. PATRICK BRADLEY, CPA
Vice President and Assistant
Treasurer
NIKITA K. THAKER, CPA
Vice President and
Assistant Treasurer
Duff & Phelps Utility
and Infrastructure Fund Inc.
Common stock listed on the New York
Stock Exchange under
the symbol DPG
Shareholder inquiries please contact:
Fund Services at (866) 270-7598 or
Email at Duff@virtus.com
Investment Adviser
Duff
& Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
(312) 368-5510
Administrator
Virtus Fund
Services, LLC
One Financial Plaza
Hartford, CT 06103
Transfer Agent and Dividend Disbursing Agent
Computershare
P.O. Box 43078
Providence, RI 02940-3078
Custodian
The Bank of New
York Mellon
Legal Counsel
Mayer Brown LLP
Independent Registered Public Accounting Firm
Ernst & Young LLP
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive
officer and principal financial officer (the “Code of Ethics”). The registrant’s principal financial officer also performs the functions of principal accounting officer.
The text of the registrant’s Code of Ethics is posted on the registrant’s web site at www.dpimc.com/dpg. In the event that the registrant makes any
amendment to or grants any waiver from the provisions of the Code of Ethics, the registrant intends to disclose such amendment or waiver on its web site within five business days.
| Item 3. |
Audit Committee Financial Expert. |
The registrant’s board of directors has determined that three members of its audit committee: Donald C. Burke, Philip R. McLoughlin and David J. Vitale,
are audit committee financial experts and that each of them is “independent” for purposes of this Item.
| Item 4. |
Principal Accountant Fees and Services. |
The following table sets forth the aggregate audit and non-audit fees billed to the registrant for each of the last two
fiscal years for professional services rendered by the registrant’s principal accountant, Ernst & Young LLP, an independent registered public accounting firm (the “Independent Auditor”).
|
|
|
|
|
|
|
|
|
| |
|
Fiscal year
ended
October 31, 2022 |
|
|
Fiscal year
ended
October 31, 2021 |
|
| (a) Audit Fees (1) |
|
$ |
57,780 |
|
|
$ |
54,000 |
|
|
|
|
|
|
|
|
|
|
| (b) Audit-Related Fees (2)(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
| (c) Tax Fees (3)(6) |
|
$ |
6,955 |
|
|
$ |
6,500 |
|
|
|
|
|
|
|
|
|
|
| (d) All Other Fees (4)(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
| Aggregate Non-Audit Fees (5)(6) |
|
$ |
6,955 |
|
|
$ |
6,500 |
|
|
|
|
|
|
|
|
|
|
| (1) |
Audit Fees are fees billed for professional services rendered by the Independent Auditor for the audit of the
registrant’s annual financial statements and for services that are normally provided by the Independent Auditor in connection with statutory and regulatory filings or engagements. |
| (2) |
Audit-Related Fees are fees billed for assurance and related services by the Independent Auditor that are
reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the caption “Audit Fees.” |
| (3) |
Tax Fees are fees billed for professional services rendered by the Independent Auditor for tax compliance, tax
advice and tax planning. In both periods shown in the table, such services consisted of review of the registrant’s annual federal and excise tax returns and preparation and analysis of state income tax returns. |
| (4) |
All Other Fees are fees billed for products and services provided by the Independent Auditor, 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 the Independent Auditor for services rendered to the registrant, the registrant’s investment adviser (the “Adviser”) and any entity controlling, controlled by or under
common control with the Adviser that provides ongoing services to the registrant (collectively, the “Covered Entities”). During both periods shown in the table, no portion of such fees related to services rendered by the Independent
Auditor to the Adviser or any other Covered Entity. |
| (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 Securities Exchange Act of 1934 (the
“Exchange Act”) and applicable regulations. |
The audit committee of the board of directors of the registrant (the “Audit
Committee”), jointly with the audit committee of the board of directors of DNP Select Income Fund Inc. (“DNP”) and DTF Tax-Free Income 2028 Term Fund Inc. (“DTF”), has adopted a Joint
Audit Committee Pre-Approval Policy to govern the provision by the Independent Auditor of the following services: (i) all engagements for audit and non-audit
services to be provided by the Independent Auditor to the registrant and (ii) all engagements for non-audit services to be provided by the Independent Auditor to the Adviser or any other Covered Entity, if the engagement relates directly to the
operations and financial reporting of the registrant. With respect to non-audit services rendered by the Independent Auditor to the Adviser or any other Covered Entity that were not required to be pre-approved by
-2-
the Audit Committee because they do not relate directly to the operations and financial reporting of the registrant, the Audit Committee has nonetheless considered whether the provision of such
services is compatible with maintaining the independence of the Independent Auditor.
Set forth below is a copy of the Joint Audit Committee Pre-Approval Policy (omitting data in the appendices relating to DNP and DTF).
DNP SELECT INCOME FUND
INC. (“DNP”)
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC. (“DPG”)
DTF TAX-FREE INCOME 2028 TERM FUND INC. (“DTF”)
AUDIT COMMITTEE
AUDIT
AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
(as
adopted on December 14, 2022)
| I. |
Statement of Principles |
Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors of each of DNP Select Income Fund Inc.,
Duff & Phelps Utility and Infrastructure Fund Inc. and DTF Tax-Free Income 2028 Term Fund Inc. (each a “Fund” and, collectively, the “Funds”)(1) is responsible for the appointment, compensation and oversight of the work of the
independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor
in order to assure that they do not impair the auditor’s independence from the Fund. To implement these provisions of the Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that
an independent auditor may not provide to its audit client, as well as the Audit Committee’s administration of the engagement of the independent auditor. Accordingly, the Audit Committee has adopted this Audit and
Non-Audit Services Pre-Approval Policy (this “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed
by the independent auditor may be pre-approved.
| 1 |
This Joint Audit Committee Pre-Approval Policy has been adopted by the
Audit Committee of each Fund. Solely for the sake of clarity and simplicity, this Joint Audit Committee Pre-Approval Policy has been drafted as if there is a single Fund, a single Audit Committee and a single
Board. The terms “Audit Committee” and “Board” mean the Audit Committee and Board of each Fund, respectively, unless the context otherwise requires. The Audit Committee and the Board of each Fund, however, shall act separately
and in the best interests of its respective Fund. |
-3-
The SEC’s rules establish two different approaches to pre-approving
services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific
case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result
in an effective and efficient procedure to pre-approve services performed by the independent auditor. As set forth in this Policy, unless a type of service has received general
pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the
SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Fund’s
business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no
one factor should necessarily be determinative.
Under the SEC’s rules, the Audit Committee must pre-approve non-audit services provided not only to the Fund but also to the Fund’s investment adviser and other affiliated entities that provide ongoing services to the Fund if the independent accountant’s services
to those affiliated entities have a direct impact on the Fund’s operations or financial reporting.
The Audit Committee is also mindful of the
relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate
ratio between the total amount of fees for audit, audit-related and tax services (including any audit-related or tax service fees for affiliates that are subject to pre-approval) and the total amount of fees
for certain permissible non-audit services classified as “all other” services (including any such services for affiliates that are subject to pre-approval).
The appendices to this Policy describe the audit, audit-related, tax and “all other” services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit
Committee considers a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent
determinations.
-4-
The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its
responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management.
The independent auditor has reviewed this Policy and believes that implementation of this Policy will not adversely affect the auditor’s independence.
As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority
to one or more of its members who are independent directors. Any member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at
its next scheduled meeting. In accordance with the foregoing provisions, the Audit Committee has delegated pre-approval authority to its chairman, since under the Audit Committee’s charter each member of
the Audit Committee, including the chairman, is required to be an independent director.
The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Audit
Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor to be able to form an opinion on the Fund’s financial statements. These other procedures include
information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, the issuance of an internal control letter for the Fund’s Form
N-CEN and consultations relating to the audit. The Audit Committee will monitor the audit services engagement as necessary, but no less than on a semiannual basis, and will also approve, if necessary, any
changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
In addition to the annual audit services
engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. Other
audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the audit services in Appendix A. All other audit services not listed in Appendix
A must be specifically pre-approved by the Audit Committee.
| IV. |
Audit-Related Services |
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial
statements or that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not impair the independence of
-5-
the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to audit-related
services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new
accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting
matters; and assistance with internal control reporting requirements (other than the issuance of the internal control letter to be filed with the Fund’s Form N-CEN, which is included in the audit services
listed above).
The Audit Committee has pre-approved the audit-related services in Appendix B. All other
audit-related services not listed in Appendix B must be specifically pre-approved by the Audit Committee.
The Audit Committee believes that the independent auditor can provide tax services to the Fund such as tax compliance, tax planning and tax advice without
impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those tax
services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. The Audit
Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be
supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Fund’s Administrator or outside counsel to determine that the tax planning and reporting positions are consistent with this Policy.
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the tax services in Appendix C. All tax
services involving large and complex transactions not listed in Appendix C must be specifically pre-approved by the Audit Committee, including: tax services proposed to be provided by the independent auditor
to any executive officer or director of the Fund, in his or her individual capacity, where such services are paid for by the Fund.
The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific
non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general
pre-approval to those permissible non-audit services classified as all other services that it believes are routine and recurring services, would not impair the
independence of the auditor and are consistent with the SEC’s rules on auditor independence.
-6-
The Audit Committee has pre-approved the “all other” services
in Appendix D. Permissible “all other” services not listed in Appendix D must be specifically pre-approved by the Audit Committee.
A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules
and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.
| VII. |
Pre-Approval Fee Levels or Budgeted Amounts |
Pre-approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be
established annually by the Audit Committee. (Note that separate amounts may be specified for services to the Fund and for services to other affiliated entities that are subject to pre-approval.) Any proposed
services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total
amount of fees for audit, audit-related and tax services for the Fund (including any audit-related or tax services fees for affiliates that are subject to pre-approval), and the total amount of fees for
services classified as “all other” services (including any such services for affiliates that are subject to pre-approval).
All requests or applications for services to be provided by the independent auditor that do not require specific approval by the Audit Committee will be
submitted to the Fund’s Administrator and must include a detailed description of the services to be rendered. The Administrator will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent auditor.
Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the
independent auditor and the Fund’s Administrator, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.
The Audit Committee has designated the Fund’s Administrator to monitor the performance of all services provided by the independent auditor and to
determine whether such services are in compliance with this Policy. The Administrator will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Administrator and any member of management will immediately
report to the Chairman of the Audit Committee any breach of this Policy that comes to their attention.
-7-
IX. Additional Requirements
The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and
to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Fund, consistent with applicable requirements of
the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussing with the independent auditor its methods and procedures for ensuring
independence.
-8-
Appendix A
Pre-Approved Audit Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
|
| Service |
|
| 1. Services required under generally accepted auditing standards to perform the audit
of the annual financial statements of the Fund, including performance of tax qualification tests relating to the Fund’s regulated investment company status and issuance of an internal control letter for the Fund’s Form N-CEN.
2. Services associated with SEC registration statements, periodic reports and other documents filed with
the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end fund offerings, consents), and assistance in responding to SEC comment letters.
3. Consultations by the Fund’s
management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies (Note:
Under SEC rules, some consultations may be “audit-related” services rather than “audit” services) |
-9-
Appendix B
Pre-Approved Audit-Related Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
|
| Service |
|
| 1. Agreed-upon or expanded audit procedures related to accounting records required to
respond to or comply with financial, accounting or regulatory reporting matters
2. Consultations by the Fund’s management as to the accounting or disclosure treatment of
transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be
“audit” services rather than “audit-related” services)
3. General assistance with implementation of the requirements of SEC rules or listing standards
promulgated pursuant to the Sarbanes-Oxley Act |
-10-
Appendix C
Pre-Approved Tax Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
|
| Service |
|
| 1. Preparation of federal and state tax returns, including excise tax returns, and
review of required distributions to avoid excise tax
2. Preparation of state tax returns
3. Consultations with the
Fund’s management as to the tax treatment of transactions or events
4. Tax advice and assistance regarding statutory, regulatory or administrative developments |
-11-
Appendix D
Pre-Approved “All Other” Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
-12-
Appendix E
Prohibited Non-Audit Services
| |
• |
|
Bookkeeping or other services related to the accounting records or financial statements of the audit client
|
| |
• |
|
Financial information systems design and implementation |
| |
• |
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports |
| |
• |
|
Internal audit outsourcing services |
| |
• |
|
Broker-dealer, investment adviser or investment banking services |
| |
• |
|
Expert services unrelated to the audit |
Item 5. Audit Committee of Listed Registrants.
The
registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The members of the committee are Donald C. Burke, Philip
R. McLoughlin, Geraldine M. McNamara, Eileen A. Moran and David J. Vitale.
Item 6. Investments.
| (a) |
A schedule of investments is included as part of the report to stockholders filed under Item 1(a) of this
report. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for
Closed-End Management Investment Companies.
The registrant’s board of directors has adopted the following
proxy voting policies and procedures.
DNP SELECT INCOME FUND INC.
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
DTF TAX-FREE INCOME 2028 TERM FUND INC.
PROXY VOTING POLICIES AND PROCEDURES
As Amended June 9, 2022
| I. |
Definitions. As used in these Policies and Procedures, the following terms shall have the
meanings ascribed below: |
| |
A. |
“Adviser” refers to Duff & Phelps Investment Management Co. |
| |
B. |
“corporate governance matters” refers to changes involving the corporate ownership or structure of an
issuer whose voting securities are within a portfolio holding, including changes in the state of incorporation, changes in capital structure, including increases and decreases of capital and preferred stock issuance, mergers and other corporate
restructurings, and anti-takeover provisions such as staggered boards, poison pills, and supermajority voting provisions. |
| |
C. |
“Delegate” refers to the Adviser, any proxy committee to which the Adviser delegates its
responsibilities hereunder and any qualified, independent organization engaged by the Adviser to vote proxies on behalf of the Fund. |
| |
D. |
“executive compensation matters” refers to stock option plans and other executive compensation
issues, including votes on “say on pay” and “golden parachutes.” |
| |
E. |
“Fund” refers to DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund
Inc. or DTF Tax-Free Income 2028 Term Fund Inc., as the case may be. |
| |
F. |
“Investment Company Act” refers to the Investment Company Act of 1940, as amended.
|
| |
G. |
“portfolio holding” refers to any company or entity whose voting securities are held within the
investment portfolio of the Fund as of the date a proxy is solicited. |
| |
H. |
“Principal Underwriter” refers to Wells Fargo Securities, LLC, solely with respect to DNP Select
Income Fund Inc. |
| |
I. |
“proxy contests” refer to any meeting of shareholders of an issuer for which there are at least two
sets of proxy cards, one solicited by management and the others by a dissident or group of dissidents. |
| |
J. |
“social issues” refers to social, political and environmental issues. |
| |
K. |
“takeover” refers to “hostile” or “friendly” efforts to effect radical change in
the voting control of the board of directors of a company. |
| II. |
Responsibilities of Delegates. |
| |
A. |
In the absence of a specific direction to the contrary from the Board of Directors of the Fund, the Adviser
will be responsible for voting proxies for all portfolio holdings in accordance with these Policies and Procedures, or for delegating such responsibility as described below. |
| |
B. |
The Adviser has a Proxy Committee (“Proxy Committee”) that is responsible for establishing policies
and procedures designed to enable the Adviser to ethically and effectively discharge its fiduciary obligation to vote all applicable proxies on behalf of all clients. The Adviser also utilizes Institutional Shareholder Services (“ISS”), a
qualified, non-affiliated independent third party, to serve as the Adviser’s proxy voting agent in the provision of certain administrative, clerical, functional recordkeeping and support services related
to the Adviser’s proxy voting processes and procedures. |
| |
C. |
In voting proxies on behalf of the Fund, each Delegate shall have a duty of care to safeguard the best
interests of the Fund and its shareholders and to act in accordance with these Policies and Procedures. |
| |
D. |
No Delegate shall accept direction or inappropriate influence from any other client or third party, or from any
director, officer or employee of any affiliated company, and shall not cast any vote inconsistent with these Policies and Procedures without obtaining the prior approval of the Board of Directors of the Fund or its duly authorized representative.
|
| |
A. |
It is the intention of the Fund to exercise voting stock ownership rights in portfolio holdings in a manner
that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its Delegate(s) shall endeavor to analyze and vote all proxies that are considered likely to have financial implications,
and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Fund and its Delegate(s) must also identify potential or actual conflicts of interests in voting proxies and
address any such conflict of interest in accordance with these Policies and Procedures. |
| |
B. |
Absent special factors, the policy of the Adviser is to exercise its proxy voting discretion in accordance with
ISS guidelines. However, all proposals are individually evaluated by the Proxy Committee, which may determine to vote contrary to an ISS recommendation when it believes that doing so is in the best interest of the Fund. |
| |
IV. |
Special factors to be considered when voting. |
| |
A. |
The Delegate may abstain from voting when it concludes that the effect on shareholders’ economic interests
or the value of the portfolio holding is indeterminable or insignificant. |
| |
B. |
In analyzing anti-takeover measures, the Delegate shall vote on a case-by-case basis taking into
consideration such factors as overall long-term financial performance of the target company relative to its industry competition. Key measures which shall be considered include, without limitation, five-year annual compound growth rates for sales,
operating income, net income, and total shareholder returns (share price appreciation plus dividends). Other financial indicators that will be considered include margin analysis, cash flow, and debt levels. |
| |
C. |
In analyzing proxy contests for control, the Delegate shall vote on a case-by-case basis taking into
consideration such factors as long-term financial performance of the target company relative to its industry; management’s track record; background of the proxy contest; the strategic plan of the dissident slate and the quality of its critique
against management; qualifications of director nominees and any compensatory arrangements (both slates); evaluation of which nominee(s) would be most likely to pursue policies that will have the highest likelihood to maximize the economic interests
of shareholders of the Fund; the likelihood that the proposed objectives and goals can be achieved (both slates); and stock ownership positions. |
| |
D. |
In analyzing contested elections for director, the Delegate shall vote on a case- by-case basis taking
into consideration such factors as long-term financial performance of the company relative to its industry; management’s track record; background of the contested election; the strategic plan of the dissident slate and the quality of its
critique against management; qualifications of director nominees and any compensatory arrangements (both slates); whether the board has a sufficient number of independent directors; evaluation of which nominee(s) would be most likely to pursue
policies that will have the highest likelihood to maximize the economic interests of shareholders of the Fund; the likelihood that the proposed objectives can be achieved (both slates); and stock ownership positions. |
| |
E. |
In analyzing corporate governance matters, the Delegate shall vote on a case-by- case basis taking into
consideration such factors as: tax and economic benefits associated with amending an issuer’s state of incorporation; dilution or improved accountability associated with changes in capital structure; management proposals to require a
supermajority shareholder vote to amend charters and bylaws and bundled or “conditioned” proxy proposals; long-term financial performance of the company relative to its industry; and management’s track record. |
| |
F. |
In analyzing executive compensation matters, the Delegate shall vote on a case- by-case basis, taking
into consideration a company’s overall pay program and demonstrated pay-for-performance philosophy, and generally disfavoring such problematic pay practices as (i) repricing or replacing of underwater stock options, (ii) excessive
perquisites or tax gross-ups and (iii) change-in-control payments that are excessive or are payable based on a “single trigger” (i.e., without involuntary job loss or substantial diminution of duties). With respect to the
advisory vote on the frequency of “say on pay” votes, the Delegate shall vote in favor of an annual frequency for such votes. |
| |
G. |
In analyzing shareholder proposals involving social issues, the Delegate shall vote on a case-by-case
basis. The Proxy Committee shall incorporate environmental, social and governance (“ESG”) issues into its evaluation of ISS recommendations and the Delegate’s voting of proxies generally, consistent with the Adviser’s fiduciary
duties and the economic interests of the Fund and its shareholders. |
| |
H. |
In analyzing shareholder proposals calling for a report on political contributions, the Delegate shall
vote on a case-by-case basis, evaluating the quality and sufficiency of the current level of reporting and other disclosures provided by the company.
|
| |
I. |
In analyzing shareholder proposals calling for a report on lobbying activities, the Delegate shall vote
on a case-by-case basis, evaluating the quality and sufficiency of the current level of reporting and other disclosures provided by the company. |
| |
A. |
The Fund and its Delegate(s) seek to avoid actual or perceived conflicts of interest in the voting of proxies
for portfolio holdings between the interests of Fund shareholders, on the one hand, and those of the Adviser, the Principal Underwriter (if applicable) or any affiliated person of the Fund, the Adviser or the Principal Underwriter (if applicable),
on the other hand. The Board of Directors may take into account a wide array of factors in determining whether such a conflict exists, whether such conflict is material in nature, and how to properly address or resolve the same.
|
| |
B. |
While each conflict situation varies based on the particular facts presented and the requirements of governing
law, the Board of Directors or its duly authorized representative may take the following actions, among others, or otherwise give weight to the following factors, in addressing material conflicts of interest in voting (or directing Delegates to
vote) proxies pertaining to portfolio holdings: (i) vote pursuant to the recommendation of the proposing Delegate; (ii) abstain from voting; or (iii) rely on the recommendations of an established, independent third party with
qualifications to vote proxies, such as Institutional Shareholder Services. |
| |
C. |
The Adviser shall notify the Board of Directors of the Fund promptly after becoming aware that any actual or
potential conflict of interest exists and shall seek the Board of Directors’ recommendations for protecting the best interests of Fund’s shareholders. The Adviser shall not waive any conflict of interest or vote any
conflicted proxies without the prior written approval of the Board of Directors or its duly authorized representative. |
| |
A. |
The following documents shall be kept in an easily accessible place for the period of time required to comply
with applicable laws and regulations and shall be available for inspection either physically or through electronic means: (i) a copy of these Policies and Procedures; (ii) the proxy voting records of the Fund, including the items of
information required to be set forth in SEC Form N-PX and a description of the basis for each proxy vote in accordance with these Policies and Procedures; (iii) a copy of any document created by the
Delegate that was material to deciding how to vote or that memorialized the basis for that decision. |
| |
B. |
In the event that a determination, authorization or waiver under these Policies and Procedures is requested at
a time other than a regularly scheduled meeting |
| |
of the Board of Directors, the Chairman of the Audit Committee shall be the duly authorized representative of the Board of Directors with the authority and responsibility to interpret and apply
these Policies and Procedures and shall provide a report of his or her determinations at the next following meeting of the Board of Directors. |
| |
C. |
The Adviser shall present a report of any material deviations from these Policies and Procedures at every
regularly scheduled meeting of the Board of Directors and shall provide such other reports as the Board of Directors may request from time to time. The Adviser shall provide to the Fund or any shareholder a record of its effectuation of proxy voting
pursuant to these Policies and Procedures at such times and in such format or medium as the Fund shall reasonably request. The Adviser shall be solely responsible for complying with its disclosure and reporting requirements under applicable laws and
regulations, including, without limitation, Rule 206(4)-6 under the Advisers Act. The Adviser shall gather, collate and present information relating to its proxy voting activities and those of each Delegate in such format and medium as the Fund
shall determine from time to time in order for the Fund to discharge its disclosure and reporting obligations pursuant to Rule 30b1-4 under the Investment Company Act. |
| |
D. |
The Adviser shall pay all costs associated with proxy voting for portfolio holdings pursuant to these Policies
and Procedures and assisting the Fund in providing public notice of the manner in which such proxies were voted, except that the Fund shall pay the costs associated with any filings required under the Investment Company Act. |
| |
E. |
In performing its duties hereunder, any Delegate may engage the services of a research and/or voting adviser,
the cost of which shall be borne by such Delegate. |
| |
F. |
These Policies and Procedures shall be presented to the Board of Directors annually for its amendment and/or
approval. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
In this Item, the term “Fund” refers to the registrant, Duff & Phelps Utility and Infrastructure Fund Inc.
The Fund’s Portfolio Managers
Eric J. Elvekrog,
CFA, CPA, has been Vice President and Chief Investment Officer of the Fund since July 1, 2016 and has been a Portfolio Manager of the Fund since its inception (July 2011). Mr. Elvekrog has been a Managing Director of Duff &
Phelps Investment Management Co. (the
“Adviser”) since July 2014 (and Vice President from 2001 to 2014). Mr. Elvekrog is both a CFA and a CPA and has been a member of the Adviser’s utility/infrastructure team
since joining the Adviser in 1993.
Ellen Elberfeld, CFA, has been a Co-Portfolio Manager of the Fund since
February 2020. Ms. Elberfeld joined the Adviser as a Managing Director and as a Senior Research Analyst on the Adviser’s utility/infrastructure team in 2016.
Other Accounts Managed by the Fund’s Portfolio Managers
The Portfolio Managers do not manage any other accounts.
Compensation of the Fund’s Portfolio Managers
The
following is a description of the compensation structure of the Fund’s portfolio managers. The Investment Adviser is a wholly-owned indirect subsidiary of Virtus Investment Partners, Inc. (“Virtus”). Virtus and the Investment Adviser
are committed to attracting and retaining the highest caliber employees and investment talent. The Investment Adviser’s compensation and benefits program is comprehensive and designed to reward performance and commitment to shareholders.
Portfolio managers receive a competitive base salary, an incentive bonus opportunity, and a benefits package.
Following is a more detailed description of
the Investment Adviser’s compensation structure:
| |
• |
|
Base Salary: Each individual is paid a fixed based salary, which is designed to be competitive in light of
the individual’s experience and responsibilities. Management uses independent, third-party compensation surveys of the investment industry to evaluate competitive market compensation for its employees. |
| |
• |
|
Incentive Bonus: Annual incentive payments for investment personnel are based on targeted compensation
levels, adjusted for profitability and investment performance factors, and a subjective assessment of contribution to the team effort. Individual payments are assessed using comparisons of actual investment performance with specific peer group or
index measures. For compensation purposes, a fund’s performance is generally measured over one-, three-, and five-year periods and an individual manager’s participation is based on the performance of
each fund/account managed. The short-term incentive payment is generally paid in cash, but a portion may be payable in Virtus restricted stock units or as deferred cash that appreciates or depreciates in value based on the rate of return of one or
more mutual funds managed or advised by the investment professional. |
| |
• |
|
Other Benefits: Employees are also eligible to participate in broad-based plans offered by Virtus,
including 401(k), health, and other employee benefit plans. |
While portfolio managers compensation contains a performance component,
this component is adjusted to reward investment personnel for managing within the stated framework and for not
taking unnecessary risk. This approach helps ensure that investment management personnel remain focused on managing and acquiring securities that correspond to a fund’s mandate and risk
profile and are discouraged from taking on more risk and unnecessary exposure to chase performance for personal gain. The Investment Adviser believes it has appropriate controls in place to handle any potential conflicts that may result from a
substantial portion of portfolio manager compensation being tied to performance.
Equity Ownership of Portfolio Managers
The following table sets forth the dollar range of equity securities in the Fund beneficially owned, as of October 31, 2022, by each of the portfolio
managers identified above.
|
|
|
| Name of Portfolio Manager |
|
Dollar Range of
Equity Securities in the Fund |
| Eric J. Elvekrog |
|
$100,000-$500,000 |
| Ellen Elberfeld |
|
None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
No changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors have been implemented after the
registrant last provided disclosure in response to the requirements of Item 22(b)(15) of Schedule 14A (i.e., in the registrant’s proxy statement dated January 21, 2022, or this Item.
Item 11. Controls and Procedures.
| |
(a) |
The registrant’s principal executive officer and principal financial officer have concluded that the
registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on an evaluation of those controls
and procedures made as of a date within 90 days of the filing date of this report as required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Exchange
Act. |
| |
(b) |
There has been no change in the registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting. |
Item 12. Disclosure of Securities Lending Activities for
Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
| |
(a)(1) |
Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached
hereto. |
| |
(a)(2)(1) |
There were no written solicitations to purchase securities under Rule
23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. |
| |
(a)(2)(2) |
There was no change in the Registrant’s independent public accountant during the period covered by the
report. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
| (Registrant) |
|
Duff & Phelps Utility and Infrastructure Fund
Inc. |
|
|
|
| By (Signature and Title) |
|
/s/ David D. Grumhaus, Jr. |
|
|
David D. Grumhaus, Jr., |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
| Date January 6, 2023 |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
| By (Signature and Title) |
|
/s/ David D. Grumhaus, Jr. |
|
|
David D. Grumhaus, Jr., |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
| By (Signature and Title) |
|
/s/ Alan M. Meder |
|
|
Alan M. Meder, |
|
|
Treasurer and Assistant Secretary |
|
|
(Principal Financial Officer) |
Duff and Phelps Utility ... (NYSE:DPG)
過去 株価チャート
から 4 2024 まで 5 2024
Duff and Phelps Utility ... (NYSE:DPG)
過去 株価チャート
から 5 2023 まで 5 2024
