| ITEM 1. |
REPORTS TO STOCKHOLDERS |
The Annual Report to Stockholders follows.
DTF Tax-Free Income
2028 Term Fund Inc.
Annual Report
October 31, 2022
LETTER TO
SHAREHOLDERS
December 15, 2022
THE CURRENT MUNICIPAL MARKET ENVIRONMENT AND
YOUR FUND
We begin our discussion of DTF Tax-Free Income
2028 Term Fund Inc. (the “DTF Fund” or the “Fund”) for the twelve months ended October 31, 2022, with a review of the municipal market environment in which the DTF Fund invests.
During the past twelve-months, tax-exempt interest rates moved sharply higher across the entire
maturity curve as tax-exempt bonds fell victim to surging U.S. Treasury (“UST”) bond yields. Higher inflation readings, the tense Russia/Ukraine conflict, and the Federal Open Market Committee
(“FOMC”) (the committee within the Federal Reserve that sets domestic monetary policy) raising its target Federal Funds rate seven times in 2022 to 4.50% (as of this writing), all contributed to some of the worst performance
for tax-exempt bonds in over 40 years. Interest rates are at decades highs as yields across the curve are more than 200 basis points higher at the end of October 2022 versus October 2021. The Bloomberg
Municipal Bond Index (a broad measure of the municipal market) returned -12% for the period. Bonds with maturities longer than 22 years and bonds rated BBB produced the largest losses over the last twelve
months, more than 20% and 15% respectively.
Investors were largely uncomfortable with the rapid increase in rates that began in earnest in
2022, eventually withdrawing more than $112 billion from municipal bond mutual funds over the previous 52 weeks. This change in retail investor demand has resulted in intense selling pressure, causing the municipal market to soften and yields
to rise, further begetting a self-fulfilling cycle. In only five of the last twelve months did the market post a positive monthly return. Typically, when tax-exempt bonds underperform UST bonds, non-traditional and opportunistic investors often begin to buy the asset class due to its relative value. Additionally, banks and insurance companies look opportunistically at municipal bonds as an alternative to
other fixed income sectors due to their more attractive taxable-equivalent yields. Unfortunately those sources of demand did not materialize this year.
While demand dropped, overall municipal issuance has fallen short of what the market experienced in 2021. This decline in issuance is largely a
result of a sharp decline in taxable municipal issuance as market volatility hampered issuers’ ability to manage the timing of refinancing their outstanding bonds. The supply of tax-exempt bonds has also
been depressed as higher interest rates have pushed issuance to the sidelines. Lighter issuance mitigated some of the downward pressure caused by constant selling.
Credit fundamentals in the municipal market remain mostly sound. State and local governments started fiscal 2022 with record levels of
reserves, giving the credits significant flexibility and ability to weather periods of volatility. This was largely attributable to the large infusions of federal relief aid, robust property tax assessed valuations, and better-than-expected sales
and income tax collections. However, these same ballasts of credit stability could turn into headwinds in 2023 should an economic slowdown or inflation take hold.
Inflation has moved sharply higher in recent months, with year-over-year growth in the Consumer Price Index (CPI) hitting multi-decade highs.
Rising inflation, initially driven by pandemic-related imbalances that impacted the supply of labor, materials, and distribution networks, has been exacerbated by the conflict in Eastern Europe and is unlikely to subside quickly or easily. Given
historical trends, we expect ongoing elevated inflation to drive even higher tax collections as the costs of goods and services increase.
While there are increasing indications that an economic downturn lies ahead, municipal credit has typically fared better in a recession than
other investment options, as there is a lag between the onset of a recession and when municipalities begin to see
1
their financial positions significantly challenged. That is especially relevant for local municipalities that rely on property tax revenues, as the sizeable increases in housing values across the
country are expected to continue to provide a strong source of revenue.
Credit risk premiums (which refer to the additional yield that
investors expect to receive as compensation for buying lower-rated securities) widened slightly during the twelve-months ended October 31, 2022 for investment grade rated bonds (particularly for BBB-rated
bonds), while below investment grade rated bond risk spreads tightened slightly during the same period. Our investment strategy continues to focus on higher quality municipalities that exhibit value for the longer term. While the federal stimulus
may have helped bolster the overall economy and municipal fundamentals, we believe that all credits are not created equal and need to be analyzed with a longer-term horizon. Municipalities still face serious challenges in funding large capital
expenditures to rebuild America’s aging infrastructure, improve pension plan funding, and protect communities against climate change.
LOOKING AHEAD
Municipal bonds are expected to be attractive in 2023, fueled
by strong investor demand and constrained supply. Absolute rates are at decade highs and credit fundamentals remain stable, bolstered by historic levels of revenue collections, rising property valuations, and budget surpluses. We believe that
municipal supply is likely to remain modest until interest rates stabilize, creating a favorable imbalance in the supply-demand dynamic. Further, municipals continue to benefit from a lack of correlation to other asset classes, while defaults
continue to be rare and well telegraphed.
We expect municipal supply for 2023 to be relatively flat versus calendar year 2022, with
projections for new issuance ranging from $380 billion to $420 billion for the year. Given the current high interest rate environment, many issuers may choose to fund capital needs from balance sheet cash rather than accessing the new
issue market. Similarly, high rates will dampen refunding issuance and render some projects economically unfeasible.
While valuations,
spreads and credit fundamentals are providing strong underpinnings for the municipal market, the uncertainty of rates continues to be a cloud over the municipal investor. Given this, we can expect mixed inflows and outflows for 2023. We continue to
favor a longer-term investment strategy of higher quality issues (single “A” or higher). We believe that a higher quality investment strategy, distributed across multiple sectors including those with identifiable and recession-proof
revenue streams should provide good relative performance over the longer term.
THE FUND
In managing the DTF Fund, we continue to emphasize our longstanding investment strategy of investing mostly in higher-quality,
investment grade bonds with coupons of 5% or higher. The municipal bond market currently remains confident about the near-term credit outlook due to the vast amount of financial support from the federal government and improving economic conditions.
As a result, the risk premium has narrowed. As such, we remain committed to our higher-quality, foundation-like approach to the portfolio that we have repeatedly articulated. Generally, the portfolio is well distributed along the maturity and credit
risk curve, with higher levels of “A” rated bonds relative to the index.
As of October 31, 2022, the Fund held almost 90%
of its total assets in municipal bonds rated “A” or higher and over 75% in bonds with a 5% or greater coupon across multiple sectors and states. The Fund is diversified across 12 industry sectors of the municipal bond market, with revenue
sectors like pre-refunded, education, healthcare, special tax, and leasing bonds constituting the Fund’s top five sector exposures. Revenue bonds have consistently outweighed general obligation bonds in
the Fund’s portfolio (approximately 85% revenue vs. 15% general obligation), as we prefer the generally dedicated revenue streams and more settled legal protections these types of bonds have historically offered. Geographically, the Fund is
well diversified with exposure to 33 states and the District of Columbia. The Fund continues to invest across the entire maturity spectrum of the municipal bond market to manage the risk of changes in interest rates and/or the shape of the yield
curve.
FUND DIVIDEND
As of October 31, 2022, the DTF Fund was paying a $0.39 per share annualized dividend and had a closing price of $10.79 per share. The
Fund’s monthly distribution was maintained at 3.25¢ per share for the previous twelve months.
If the cost of leverage were to
rise without a similar or greater rise in the available re-investment rate for bonds called and/or maturing, the Fund’s earnings would likely be reduced. If the Fund’s net earnings were to fall short
of its dividend payout, the Fund’s balance of undistributed net income would decline further, possibly necessitating future dividend changes.
2
Maturity and duration are measures of the sensitivity of a fund’s portfolio of investments
to changes in interest rates. More specifically, duration refers to the percentage change in a bond’s price for a given change in rates (typically +/- 100 basis points). In general, the greater the duration of a portfolio, the greater is
the potential percentage price volatility for a given change in interest rates. As of October 31, 2022, the modified adjusted duration of the Fund’s portfolio of investments was 4.43 years, versus the duration of the investments
constituting the Bloomberg U.S. Municipal Index, which was 6.86 years.
In addition to the risk of disruptions in the broader credit
market, the level of interest rates can be a primary driver of bond fund total returns, including the Fund’s returns. As a practical matter, it is not possible for the Fund to be completely insulated from turmoil in the global financial
markets, pandemics, or unexpected moves in interest rates. Any sudden or unexpected rise in interest rates would likely reduce the total return of bond funds, since higher interest rates could be expected to depress the valuations of fixed-rate
bonds held in a portfolio. Further, if the municipal yield curve flattens (when the difference between short-term interest rates and long-term rates narrows) or inverts (when short-term rates exceed long-term rates), the Fund’s total return may
be pressured lower. Management believes that over the long term, the diversification of the portfolio across multiple states and sectors, in addition to the distribution of assets along the yield curve, positions the Fund to take advantage of future
opportunities while limiting credit risk and volatility to some degree. However, a sustained and meaningful rise in interest rates from current levels would have the potential to significantly reduce the total return of leveraged bond funds,
including the Fund, and would likely put downward pressure on both the net asset value and market prices of such funds.
FUND PERFORMANCE
The following table compares the DTF Fund’s total return and the Bloomberg U.S. Municipal Index. It is important to note that the index
returns stated below include no fees or expenses, whereas the DTF Fund’s NAV returns are net of fees and expenses. The Fund’s use of leverage can magnify the effect of any gains or losses to a greater extent than if leverage were not used.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return1
For the period indicated through October 31, 2022 |
|
| |
|
One Year |
|
|
Five Years
(annualized) |
|
|
Ten Years
(annualized) |
|
| DTF
Tax-Free Income 2028 Term Fund Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
| Market Value2 |
|
|
-21.0 |
% |
|
|
-1.5 |
% |
|
|
-0.5 |
% |
| Net Asset Value3 |
|
|
-21.1 |
% |
|
|
-1.9 |
% |
|
|
0.5 |
% |
|
Bloomberg U.S. Municipal Index4 |
|
|
-12.0 |
% |
|
|
0.4 |
% |
|
|
1.7 |
% |
Growth of $10,000
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 the
performance in historical periods. |
3
| 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 DTF 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 returns on market value shown in the table. Source: Administrator of the DTF 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 DTF Fund’s expenses (ratios detailed on page 16 of this report) reduce the DTF Fund’s NAV, they are already reflected in the DTF Fund’s total return on NAV shown in the table. NAV represents
the underlying value of the DTF Fund’s net assets, but the market price per share may be higher or lower than the NAV. Source: Administrator of the DTF Fund. |
| 4 |
The Bloomberg U.S. Municipal Index (formerly known as the Bloomberg Barclays Municipal Bond Index) is a market
capitalization-weighted index that is designed to measure the long-term tax-exempt bond market. The index is calculated on a total return basis with dividends
reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment. Source: Bloomberg. |
BOARD OF DIRECTORS MEETINGS
At the regular September 2022 meeting of the DTF Fund’s Board of Directors, the Board declared the following monthly dividends:
|
|
|
|
|
| Cents Per Share |
|
Record Date |
|
Payable Date |
| 3.25 |
|
October 17 |
|
October 31 |
| 3.25 |
|
November 15 |
|
November 30 |
| 3.25 |
|
December 15 |
|
December 30 |
At the regular December 2022 meeting of the DTF Fund’s Board of Directors, the Board declared the
following monthly dividends:
|
|
|
|
|
| Cents Per Share |
|
Record Date |
|
Payable Date |
| 3.25 |
|
January 17 |
|
January 31 |
| 3.25 |
|
February 15 |
|
February 28 |
| 3.25 |
|
March 15 |
|
March 31 |
ABOUT YOUR FUND
The Fund’s investment objective is current income exempt from regular federal income tax consistent with the preservation of capital. The
fund seeks to achieve its investment objective by investing primarily (at least 80% of its total assets) in a diversified portfolio of investment-grade tax-exempt obligations. The Fund may not invest more than
25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in a single industry; provided that, for purposes of this restriction, tax exempt securities of issuers that are states, municipalities or
their political subdivisions are not considered to be the securities of issuers in any single industry.
The use of leverage enables the
Fund to borrow at short-term rates and invest at longer-term rates. As of October 31, 2022, the Fund’s leverage represented approximately 44% of the Fund’s total assets. On November 16, 2022, the Fund voluntarily redeemed 250 of
its 650 outstanding RVMTP Shares, at a redemption price equal to the aggregate liquidation preference of $25,000,000 plus accumulated but unpaid dividends. This reduced the leverage to approximately 32%.
The amount and type of leverage used 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 net asset value and
the market value of its common stock. Historically, the tendency of the U.S. yield curve to exhibit a positive slope (i.e., long-term rates higher than short-term rates) has fostered an environment in which leverage can make a positive contribution
to the earnings of the Fund. There is no assurance that this will continue to be the case in the future. A decline in the difference between short-term and long-term rates could have an adverse effect on the income provided from leverage. Prolonged
periods of low longer-term interest rates can result in lower yielding reinvestment opportunities for the Fund’s portfolio and could also
4
adversely affect the income provided from leverage. If the DTF Fund were to conclude that the use of leverage was likely to cease being beneficial, it could modify the amount and type of leverage
it uses or eliminate the use of leverage entirely.
We continue to appreciate your interest in the DTF Fund and look forward to being of
continued service in the future.
|
|
|
| Ronald H. Schwartz, CFA Vice President |
|
David D. Grumhaus, Jr. 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 DTF Fund disclaims any obligation to
update publicly or revise any forward-looking statements or views expressed herein.
5
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS
October 31, 2022
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
LONG-TERM INVESTMENTS—146.1% |
|
|
|
|
|
Alabama—2.4% |
|
|
|
|
| |
$2,000 |
|
|
Jefferson Cnty. Brd. of Ed. Pub. Sch. Warrants,
5.00%, 2/01/46 |
|
|
$2,024,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alaska—0.4% |
|
|
|
|
| |
290 |
|
|
Anchorage Elec. Util. Rev.,
5.00%, 12/01/36
Prerefunded 12/01/24 @ $100 (b) |
|
|
299,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona—5.4% |
|
|
|
|
| |
1,350 |
|
|
Arizona Brd. of Regents Rev.,
Arizona St. Univ.,
5.00%, 7/01/37 |
|
|
1,395,321 |
|
| |
650 |
|
|
Arizona St. Hlth. Fac. Auth. Rev., HonorHealth Hosp. Proj.,
5.00%, 12/01/42 |
|
|
649,583 |
|
| |
1,000 |
|
|
Maricopa Cnty. Indl. Dev. Auth. Rev., Banner Hlth.,
4.00%, 1/01/34 |
|
|
961,599 |
|
| |
190 |
|
|
Northern Arizona Univ. Rev.,
5.00%, 6/01/40
Prerefunded 6/01/24 @ $100 (b) |
|
|
195,144 |
|
| |
310 |
|
|
Northern Arizona Univ. Rev.,
5.00%, 6/01/40 |
|
|
313,331 |
|
| |
1,000 |
|
|
Northern Arizona Univ. SPEED Rev., (Stimulus Plan for Econ. and Edl. Dev.),
5.00%,
8/01/38
Prerefunded 8/01/23 @ $100 (b) |
|
|
1,013,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,528,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California—17.9% |
|
|
|
|
| |
1,260 |
|
|
California St. Hlth. Facs. Fin. Auth. Rev., Kaiser Permanente,
4.00%, 11/01/44 |
|
|
1,099,468 |
|
| |
330 |
|
|
California St. Hlth. Facs. Fin. Auth. Rev., Providence St. Joseph Hlth.,
4.00%,
10/01/36 |
|
|
304,590 |
|
| |
1,660 |
|
|
California St. Hlth. Facs. Fin. Auth. Rev.,
Sutter Hlth.,
5.00%, 11/15/46
Prerefunded
11/15/25 @ $100 (b) |
|
|
1,746,634 |
|
| |
1,000 |
|
|
California St. Gen. Oblig.,
5.00% 10/01/28 |
|
|
1,030,641 |
|
| |
1,000 |
|
|
California St. Pub. Wks. Brd. Lease Rev.,
Dept. of Corrections and Rehab.,
5.25%,
9/01/29 |
|
|
1,015,037 |
|
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
600 |
|
|
Contra Costa Cnty. Successor Agy.
to Redev. Agy., Tax Allocation,
5.00%, 8/01/35,
BAM |
|
$
|
627,913 |
|
| |
1,000 |
|
|
Garden Grove Successor Agy. to Agy.
Cmty. Dev., Tax Allocation,
5.00%, 10/01/31, BAM |
|
|
1,043,085 |
|
| |
2,000 |
|
|
Gilroy Unified Sch. Dist. Gen. Oblig.,
4.00%, 8/01/41 |
|
|
1,810,839 |
|
| |
280 |
|
|
Lancaster Successor Agy. to Redev. Agy.,
Tax Allocation,
5.00%, 8/01/33, AGM |
|
|
292,021 |
|
| |
250 |
|
|
Palm Desert Successor Agy. to Redev.
Agy., Tax Allocation,
5.00%, 10/01/28, BAM |
|
|
264,420 |
|
| |
1,215 |
|
|
San Marcos Successor Agy. to Redev.
Agy., Tax Allocation,
5.00%, 10/01/32 |
|
|
1,258,130 |
|
| |
2,000 |
|
|
San Mateo Successor Agy. to Redev.
Agy., Tax Allocation,
5.00%, 8/01/30 |
|
|
2,072,088 |
|
| |
1,000 |
|
|
Temple City Unified Sch. Dist. Gen. Oblig.,
4.00%, 8/01/43 |
|
|
882,875 |
|
| |
1,750 |
|
|
Univ. of California Rev.,
4.00%, 5/15/48 |
|
|
1,587,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,035,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colorado—6.1% |
|
|
|
|
| |
925 |
|
|
Colorado St. Bldg. Excellent Schs. Today COP,
5.00%, 3/15/29 |
|
|
990,320 |
|
| |
1,000 |
|
|
Eagle River Wtr. & Santn. Dist.
Enterprise Wstwtr. Rev.,
5.00%, 12/01/42
Prerefunded
12/01/22 @ $100 (b) |
|
|
1,001,417 |
|
| |
2,150 |
|
|
Public Auth. for Colorado Energy,
Natural Gas Purch. Rev.,
6.25%, 11/15/28 |
|
|
2,246,023 |
|
| |
1,000 |
|
|
Univ. of Colorado Enterprise Rev.,
4.00%, 6/01/43 |
|
|
883,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,120,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connecticut—8.9% |
|
|
|
|
| |
935 |
|
|
Connecticut St. Gen. Oblig.,
5.00%, 9/15/35 |
|
|
980,007 |
|
| |
730 |
|
|
Connecticut St. Gen. Oblig.,
4.00%, 4/15/38 |
|
|
680,370 |
|
The accompanying notes are
an integral part of these financial statements.
6
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
1,265 |
|
|
Connecticut St. Hlth. & Edl. Facs. Auth.
Rev., Yale Univ.,
5.00%, 7/01/40 |
|
$
|
1,365,126 |
|
| |
550 |
|
|
Connecticut St. Hlth. & Edl. Facs. Auth.
Rev.,
Yale-New Haven Hosp.,
5.00%, 7/01/48 |
|
|
551,456 |
|
| |
10 |
|
|
Connecticut St. Hgr. Edu. Supplemental
Loan Auth. Rev.,
3.25%, 11/15/36 |
|
|
8,038 |
|
| |
390 |
|
|
Connecticut St. Hsg. Auth. Rev.,
3.00%, 5/15/33 |
|
|
341,798 |
|
| |
370 |
|
|
Connecticut St. Hsg. Auth. Rev.,
3.20%, 11/15/33 |
|
|
326,998 |
|
| |
130 |
|
|
Connecticut St. Hsg. Auth. Rev.,
1.85%, 5/15/38 |
|
|
85,699 |
|
| |
1,250 |
|
|
Hartford Cnty. Met. Dist. Clean Wtr. Proj. Rev.,
5.00%, 2/01/33 |
|
|
1,365,036 |
|
| |
400 |
|
|
Univ. of Connecticut Rev.,
5.00%, 5/01/30 |
|
|
434,406 |
|
| |
1,300 |
|
|
Univ. of Connecticut Spec. Oblig. Rev.,
5.00%, 11/15/43 |
|
|
1,340,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,479,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
District of Columbia—1.2% |
|
|
|
|
| |
1,000 |
|
|
District of Columbia Gen. Oblig.,
5.00%, 6/01/43 |
|
|
1,035,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida—22.8% |
|
|
|
|
| |
780 |
|
|
Brevard Cnty. Sch. Brd. Ref. COP,
5.00%, 7/01/32 |
|
|
815,260 |
|
| |
1,000 |
|
|
Central Florida Expwy. Auth. Rev.,
4.00%, 7/01/36 |
|
|
917,730 |
|
| |
2,350 |
|
|
Florida St. Brd. of Gov. Florida State Univ. Dorm Rev.,
5.00%, 5/01/33 |
|
|
2,364,778 |
|
| |
1,000 |
|
|
Hillsborough Cnty. Aviation Auth. Rev.,
Tampa Int’l. Arpt.,
5.00%,
10/01/44
Prerefunded 10/01/24 @ $100 (b) |
|
|
1,024,846 |
|
| |
500 |
|
|
Lee Cnty. Tran. Fac. Rev., 5.00%, 10/01/35, AGM |
|
|
507,701 |
|
| |
1,080 |
|
|
Miami Beach Hlth. Facs. Auth. Rev., Mt. Sinai Med. Ctr.,
5.00%, 11/15/39 |
|
|
1,056,411 |
|
| |
500 |
|
|
Miami Beach Redev. Agy. Rev., 5.00%, 2/01/40, AGM |
|
|
495,360 |
|
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
1,250 |
|
|
Miami-Dade Cnty. Ed. Facs. Auth. Rev., Univ. of Miami,
5.00%, 4/01/45 |
|
$
|
1,240,360 |
|
| |
2,220 |
|
|
Miami-Dade Cnty. Sch. Brd. Ref. COP, 5.00%, 2/01/34 |
|
|
2,275,488 |
|
| |
1,000 |
|
|
Reedy Creek Impvt. Dist. Gen. Oblig., 5.00%, 6/01/38
Prerefunded 6/01/23 @ $100 (b) |
|
|
1,010,594 |
|
| |
2,035 |
|
|
Seminole Cnty. Sales Tax Rev.,
5.25%, 10/01/31, NRE |
|
|
2,246,156 |
|
| |
2,190 |
|
|
Seminole Cnty. Sch. Brd. COP,
5.00%, 7/01/33 |
|
|
2,287,819 |
|
| |
830 |
|
|
S. Florida Wtr. Mgmt. Dist. COP,
5.00%, 10/01/35 |
|
|
856,753 |
|
| |
470 |
|
|
Tallahassee Hlth. Facs. Rev., Tallahassee Memorial Hlthcare.,
5.00%, 12/01/41 |
|
|
453,037 |
|
| |
665 |
|
|
Tampa-Hillsborough Cnty. Expwy. Auth. Rev.,
4.00%, 7/01/42 |
|
|
590,423 |
|
| |
1,000 |
|
|
Tampa-Hillsborough Cnty. Expwy. Auth. Rev.,
5.00%, 7/01/47 |
|
|
1,009,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,152,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia—0.6% |
|
|
|
|
| |
500 |
|
|
Atlanta Arpt. Passenger Fac. Charge Gen. Rev.,
5.00%, 1/01/32 |
|
|
505,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Idaho—0.3% |
|
|
|
|
| |
240 |
|
|
Idaho St. Hlth. Facs. Auth. Rev., St. Luke’s Hlth. Sys.,
5.00%, 3/01/37 |
|
|
240,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illinois—18.7% |
|
|
|
|
| |
500 |
|
|
Chicago Multi-Family Hsg. Rev.,
Paul G. Stewart (Phases I and II),
4.90%, 3/20/44,
FHA |
|
|
499,184 |
|
| |
1,000 |
|
|
Chicago O’Hare Intl. Arpt. Rev.,
Customer Fac. Charge,
5.125%, 1/01/30, AGM |
|
|
1,001,368 |
|
| |
620 |
|
|
Chicago O’Hare Intl. Arpt. Rev.,
5.25%, 1/01/42 |
|
|
629,329 |
|
| |
250 |
|
|
Chicago Sales Tax Rev.,
5.00%, 1/01/30
Prerefunded 1/01/25 @ $100 (b) |
|
|
258,271 |
|
| |
250 |
|
|
Chicago Wtrwks. Rev.,
5.00%, 11/01/30 |
|
|
253,257 |
|
| |
665 |
|
|
Chicago Wtrwks. Rev.,
5.25%, 11/01/32, AGM |
|
|
693,832 |
|
| |
250 |
|
|
Chicago Wtrwks. Rev.,
5.00%, 11/01/36, AGM |
|
|
253,976 |
|
The accompanying notes are
an integral part of these financial statements.
7
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
865 |
|
|
Chicago Wtrwks. Rev.,
5.00%, 11/01/44 |
|
$
|
811,039 |
|
| |
170 |
|
|
Illinois St. Fin. Auth. Rev.,
Advocate Hlth. Care Network,
5.00%, 5/01/45
Prerefunded
5/01/25 @ $100 (b) |
|
|
176,029 |
|
| |
1,055 |
|
|
Illinois St. Fin. Auth. Rev.,
Advocate Hlth. Care Network,
5.00%, 5/01/45
Prerefunded
5/01/25 @ $100 (b) |
|
|
1,096,256 |
|
| |
525 |
|
|
Illinois St. Fin. Auth. Rev.,
Northwestern Memorial Hlthcare.,
5.00%, 9/01/42
Prerefunded
9/01/24 @ $100 (b) |
|
|
539,397 |
|
| |
1,090 |
|
|
Illinois St. Fin. Auth. Rev.,
Rush Univ. Med. Ctr.,
4.00%, 11/15/39 |
|
|
935,722 |
|
| |
1,000 |
|
|
Illinois St. Fin. Auth. Rev.,
Rush Univ. Med. Ctr.,
5.00%, 11/15/39 |
|
|
977,054 |
|
| |
1,000 |
|
|
Illinois St. Gen. Oblig.,
5.00%, 2/01/27 |
|
|
1,006,383 |
|
| |
2,020 |
|
|
Illinois St. Gen. Oblig.,
5.50%, 1/01/29 |
|
|
2,075,664 |
|
| |
600 |
|
|
Illinois St. Gen. Oblig.,
5.00%, 2/01/29 |
|
|
600,499 |
|
| |
1,180 |
|
|
Illinois St. Hsg. Dev. Auth. Rev.,
2.375%, 10/01/42 |
|
|
779,095 |
|
| |
750 |
|
|
Illinois St. Toll Hwy. Auth. Rev.,
5.00%, 1/01/41 |
|
|
757,127 |
|
| |
330 |
|
|
Railsplitter Tobacco Settlement Auth. Rev.,
5.00%, 6/01/27 |
|
|
340,899 |
|
| |
1,000 |
|
|
Sales Tax Securitization Corp. Rev.,
5.00%, 1/01/48 |
|
|
990,264 |
|
| |
1,000 |
|
|
Univ. of Illinois Aux. Facs. Sys. Rev.,
5.00%, 4/01/34 |
|
|
1,007,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,682,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indiana—2.7% |
|
|
|
|
| |
240 |
|
|
Indiana St. Fin. Auth. Hosp. Rev.,
Indiana Univ. Hlth.,
5.00%, 12/01/28 |
|
|
246,582 |
|
| |
2,000 |
|
|
Indiana St. Fin. Auth. Hosp. Rev.,
Parkview Hlth.,
5.00%, 11/01/43 |
|
|
1,999,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,246,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
|
|
|
|
Kentucky—1.1% |
|
|
|
|
| |
$
900 |
|
|
Kentucky Bond Dev. Corp.
Transient Room Tax Rev.,
5.00%, 9/01/43 |
|
$
|
922,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louisiana—5.9% |
|
|
|
|
| |
1,250 |
|
|
Louisiana St. Stadium & Exposition Dist. Rev.,
5.00%, 7/01/30 |
|
|
1,257,462 |
|
| |
605 |
|
|
Louisiana St. Stadium & Exposition Dist. Rev.,
5.00%, 7/01/36 |
|
|
608,375 |
|
| |
1,250 |
|
|
Louisiana St. Tran. Auth. Rev.,
5.00%, 8/15/38
Prerefunded 8/15/23 @ $100 (b) |
|
|
1,266,678 |
|
| |
300 |
|
|
New Orleans Swr. Svc. Rev.,
5.00%, 6/01/44
Prerefunded 6/01/24 @ $100 (b) |
|
|
307,656 |
|
| |
500 |
|
|
Port of New Orleans Brd. of
Commissioners Port Fac. Rev.,
5.00%, 4/01/33
Prerefunded
4/01/23 @ $100 (b) |
|
|
503,399 |
|
| |
1,000 |
|
|
Terrebonne Parish Consol. Wtrwks.
Dist. No. 1 Rev.,
5.00%, 11/01/37
Prerefunded
11/01/22 @ $100 (b) |
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,943,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maine—2.6% |
|
|
|
|
| |
100 |
|
|
Maine St. Hlth. & Hgr. Edl. Facs. Auth. Rev.,
5.00%, 7/01/33,
Prerefunded 7/01/23 @ $100
(b) |
|
|
101,168 |
|
| |
905 |
|
|
Maine St. Hlth. & Hgr. Edl. Facs. Auth. Rev.,
5.00%, 7/01/33 |
|
|
906,280 |
|
| |
610 |
|
|
Portland General Arpt. Rev.,
5.00%, 7/01/31 |
|
|
612,542 |
|
| |
540 |
|
|
Portland General Arpt. Rev.,
5.00%, 7/01/32 |
|
|
541,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,161,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland—1.6% |
|
|
|
|
| |
500 |
|
|
Maryland St. Cmnty. Dev. Admin.,
Dept. of Hsg. And Cmnty. Dev. Rev.,
1.95%, 9/01/41 |
|
|
313,843 |
|
The accompanying notes are
an integral part of these financial statements.
8
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
1,000 |
|
|
Maryland St. Hlth. & Hgr. Edl. Facs. Auth. Rev., Luminis Hlth.,
5.00%,
7/01/39
Prerefunded 7/01/24 @ $100 (b) |
|
$
|
1,026,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,340,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Massachusetts—4.6% |
|
|
|
|
| |
1,945 |
|
|
Massachusetts St. Gen. Oblig.,
5.50%, 8/01/30, AMBAC |
|
|
2,205,736 |
|
| |
700 |
|
|
Massachusetts St. Hsg. Fin. Agy. Rev.,
2.30%, 12/01/40 |
|
|
476,062 |
|
| |
300 |
|
|
Massachusetts St. Hsg. Fin. Agy. Rev.,
3.00%, 12/01/45 |
|
|
211,640 |
|
| |
1,000 |
|
|
Massachusetts St. Port Auth. Rev.,
5.00%, 7/01/47 |
|
|
970,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,863,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michigan—2.3% |
|
|
|
|
| |
550 |
|
|
Michigan St. Fin. Auth. Rev.,
Beaumont Hlth. Credit Group,
5.00%, 11/01/44 |
|
|
537,656 |
|
| |
540 |
|
|
Michigan St. Bldg. Auth. Rev.,
4.00%, 10/15/36 |
|
|
514,225 |
|
| |
1,020 |
|
|
Michigan St. Hsg. Dev. Auth. Rev.,
2.80%, 12/01/45 |
|
|
676,765 |
|
| |
225 |
|
|
Royal Oak Hosp. Fin. Auth. Rev.,
Beaumont Hlth. Credit Group,
5.00%, 9/01/39
Prerefunded
3/01/24 @ $100 (b) |
|
|
230,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,958,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minnesota—0.2% |
|
|
|
|
| |
200 |
|
|
Minnesota St. Hsg. Fin. Agy.,
2.70%, 7/01/44 |
|
|
142,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi—0.7% |
|
|
|
|
| |
600 |
|
|
Mississippi St. Gen. Oblig.,
4.00%, 10/01/39 |
|
|
557,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nebraska—2.5% |
|
|
|
|
| |
1,925 |
|
|
Omaha Gen. Oblig.,
5.25%, 4/01/27 |
|
|
2,071,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Jersey—2.4% |
|
|
|
|
| |
400 |
|
|
Camden Cnty. Impvt. Auth. Hlthcare. Redev. Rev., Cooper Hlth. Sys.,
5.00%, 2/15/33 |
|
|
386,366 |
|
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
295 |
|
|
New Jersey St. COVID-19 Gen. Oblig. Emergency
Bonds,
4.00%, 6/01/31 |
|
$
|
294,410 |
|
| |
1,000 |
|
|
New Jersey St. Tpk. Auth. Rev.,
5.00%, 1/01/34 |
|
|
1,042,844 |
|
| |
305 |
|
|
New Jersey St. Tpk. Auth. Rev.,
4.00%, 1/01/35 |
|
|
296,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,020,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York—6.7% |
|
|
|
|
| |
530 |
|
|
Long Island Pwr. Auth. Elec. Sys. Gen. Rev.,
5.00%, 9/01/42 |
|
|
536,428 |
|
| |
510 |
|
|
New York City Mun. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.,
Adjustable Rate Bond,
1.59%,
06/15/48 |
|
|
510,000 |
|
| |
1,185 |
|
|
New York City Transitional Fin. Auth. Rev.,
3.00%, 5/01/45 |
|
|
842,736 |
|
| |
2,035 |
|
|
New York St. Dorm. Auth., Personal Inc. Tax Rev.,
5.00%, 03/15/31 |
|
|
2,096,623 |
|
| |
900 |
|
|
Port Auth. of New York and New Jersey Rev.,
5.00%, 6/01/33 |
|
|
916,235 |
|
| |
500 |
|
|
Triborough Bridge & Tunnel Auth. Rev., 5.00%, 11/15/30 |
|
|
504,193 |
|
| |
195 |
|
|
TSASC Inc. Tobacco Settlement Rev., 5.00%, 6/01/34 |
|
|
196,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,603,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina—0.2% |
|
|
|
|
| |
195 |
|
|
North Carolina St. Hsg. Fin. Agy. Rev., 2.85%, 1/01/43 |
|
|
140,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio—1% |
|
|
|
|
| |
570 |
|
|
Northeast Ohio Regl. Swr. Dist. Rev., 4.00%, 11/15/43 |
|
|
510,604 |
|
| |
500 |
|
|
Ohio St. Hsg. Fin. Agy. Rev.,
2.45%, 9/01/45 |
|
|
338,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
848,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oregon—2.5% |
|
|
|
|
| |
500 |
|
|
Oregon St. Gen. Oblig.,
5.00%, 5/01/41 |
|
|
514,831 |
|
| |
570 |
|
|
Port of Portland Intl. Arpt. Rev.,
5.00%, 7/01/32 |
|
|
572,050 |
|
The accompanying notes are
an integral part of these financial statements.
9
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
1,000 |
|
|
Washington Cnty. Sch. Dist. 48J (Beaverton), Gen. Oblig.
5.00%, 6/15/36 |
|
$
|
1,046,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,133,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania—3% |
|
|
|
|
| |
2,000 |
|
|
Delaware River Port Auth. Rev.,
5.00%, 1/01/34
Prerefunded 1/01/24 @ $100 (b) |
|
|
2,040,991 |
|
| |
450 |
|
|
Pennsylvania St. Tpk. Commission Rev., 6.375%, 12/01/38 |
|
|
498,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,539,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhode Island—1.3% |
|
|
|
|
| |
1,070 |
|
|
Rhode Island St. Clean Wtr. Fin. Agy., Wtr. Poll. Control Rev.,
5.00%, 10/01/32
Prerefunded
10/01/24 @ $100 (b) |
|
|
1,104,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Carolina—0.4% |
|
|
|
|
| |
290 |
|
|
SCAGO Edl. Facs. Corp. Rev.,
Pickens Cnty. Sch. Dist.,
5.00%, 12/01/24 |
|
|
297,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tennessee—2.9% |
|
|
|
|
| |
250 |
|
|
Chattanooga-Hamilton Cnty. Hosp. Auth. Rev., Erlanger Hlth. Sys.,
5.00%, 10/01/34 |
|
|
250,330 |
|
| |
120 |
|
|
Tennessee St. Hsg. Dev. Agy.,
3.625%, 7/01/32 |
|
|
117,840 |
|
| |
2,000 |
|
|
Tennessee St. Sch. Bond Auth. Rev., 5.00%, 11/01/42 |
|
|
2,074,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,442,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas—11.9% |
|
|
|
|
| |
670 |
|
|
Dallas Area Rapid Transit Rev.,
5.00%, 12/01/41
Prerefunded 12/01/25 @ $100 (b) |
|
|
702,804 |
|
| |
1,250 |
|
|
Houston Arpt. Sys. Rev.,
5.00%, 7/01/39 |
|
|
1,260,058 |
|
| |
1,410 |
|
|
Houston Util. Sys. Rev.,
5.00%, 11/15/32
Prerefunded 11/15/23 @ $100 (b) |
|
|
1,435,056 |
|
| |
1,625 |
|
|
Keller Indep. Sch. Dist. Gen. Oblig.,
4.00%, 2/15/47, PSF |
|
|
1,415,839 |
|
| |
1,000 |
|
|
Lewisville Indep. Sch. Dist. Gen. Oblig.,
3.00%, 8/15/39, PSF |
|
|
759,160 |
|
|
|
|
|
|
|
|
|
|
| Principal
Amount
(000) |
|
|
Description (a) |
|
Value |
|
| |
$
1,505 |
|
|
North Texas Twy. Auth. Rev., Convertible CAB,
0.00%, 9/01/43
Prerefunded 9/01/31 @ $100
(b) |
|
$
|
1,781,989 |
|
| |
1,135 |
|
|
North Texas Twy. Auth. Rev.,
4.00%, 1/01/43 |
|
|
1,001,073 |
|
| |
700 |
|
|
San Antonio Indep. Sch. Dist. Sch. Bldg. Gen. Oblig.,
5.00%, 8/15/38, PSF |
|
|
724,917 |
|
| |
1,000 |
|
|
Texas St. Wtr. Development Brd. Rev., St. Wtr. Implementation Fund,
4.00%, 10/15/47 |
|
|
895,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,976,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vermont—0.6% |
|
|
|
|
| |
500 |
|
|
Vermont St. Edl. and Hlth. Bldg. Fin. Agy. Rev.,
Univ. of Vermont Med. Center,
5.00%,
12/01/35 |
|
|
507,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia—2.4% |
|
|
|
|
| |
2,000 |
|
|
Virginia St. College Bldg. Auth. Rev.,
5.00%, 2/01/23 |
|
|
2,009,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wisconsin—1.9% |
|
|
|
|
| |
1,400 |
|
|
Wisconsin St. Pub. Fin. Auth. Hosp. Rev.,
Renown Reg. Med. Ctr.,
5.00%, 6/01/40 |
|
|
1,377,314 |
|
| |
250 |
|
|
Wisconsin St. Pub. Fin. Auth.,
Solid Waste Disp. Rev.,
2.875%, 5/01/27 |
|
|
231,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,608,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments
(Cost $129,963,525) |
|
|
122,544,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS—146.1% |
|
|
|
|
|
(Cost $129,963,525) |
|
|
$122,544,786 |
|
|
|
|
|
Remarketable Variable Rate MuniFund Term Preferred Shares at liquidation
value—(77.5)% |
|
|
(65,000,000 |
) |
|
|
|
|
Other assets less other liabilities—31.4% |
|
|
26,313,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCK—100.0% |
|
|
$83,858,555 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of these financial statements.
10
DTF TAX-FREE INCOME 2028
TERM FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
October 31, 2022
| (a) |
The following abbreviations are used in the portfolio descriptions: |
AGM—Assured Guaranty Municipal Corp.*
AMBAC—Ambac Assurance Corporation*
BAM—Build America Mutual Assurance Company*
CAB—Capital Appreciation Bond
COP—Certificate of Participation
FHA—Federal Housing Authority*
NRE—National Public Finance Guarantee Corporation*
PSF—Texas Permanent School Fund*
| * |
Indicates an obligation of credit support, in whole or in part. |
| (b) |
Prerefunded issues are secured by escrowed cash, U.S. government obligations, or other securities.
|
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 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 2 |
|
| Municipal bonds |
|
|
$122,544,786 |
|
|
|
|
|
|
There were no Level 1 or Level 3 priced securities held and there were no transfers into or out of
Level 3.
Summary of Ratings
as a Percentage of Long-Term Investments
(Unaudited)
|
|
|
|
|
| Rating** |
|
% |
|
| AAA |
|
|
6.6 |
|
| AA |
|
|
47.0 |
|
| A |
|
|
37.1 |
|
| BBB |
|
|
6.6 |
|
| BB |
|
|
0.0 |
|
| B |
|
|
0.0 |
|
| NR |
|
|
2.7 |
|
|
|
|
|
|
|
|
|
100.0 |
|
|
|
|
|
|
| ** |
Individual ratings are grouped based on the lower rating of Standard & Poor’s Financial Services
LLC (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”) and are expressed using the S&P ratings scale. If a particular security is rated by either S&P or Moody’s, but not both, then the single rating
is used. If a particular security is not rated by either S&P or Moody’s, then a rating from Fitch Ratings, Inc. is used, if available. The Fund does not evaluate these ratings but simply assigns them to the appropriate credit quality
category as determined by the ratings agencies, as applicable. Securities that have not been rated by S&P, Moody’s or Fitch totaled 2.7% of the portfolio at the end of the reporting period. |
Portfolio Composition
as a
Percentage of Long-Term Investments
(Unaudited)
|
|
|
|
|
| |
|
% |
|
| Pre-Refunded |
|
|
16.2 |
|
| General Obligation |
|
|
16.1 |
|
| Education |
|
|
13.1 |
|
| Healthcare |
|
|
11.0 |
|
| Special Tax |
|
|
9.0 |
|
| Leasing |
|
|
7.4 |
|
| Transportation |
|
|
6.5 |
|
| Airports |
|
|
5.0 |
|
| Tax Allocation |
|
|
4.9 |
|
| Water & Sewer |
|
|
4.3 |
|
| Other |
|
|
6.5 |
|
|
|
|
|
|
|
|
|
100.0 |
|
|
|
|
|
|
The accompanying notes are
an integral part of these financial statements.
11
DTF TAX-FREE INCOME 2028 TERM
FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2022
|
|
|
|
|
| ASSETS: |
|
|
|
| Investments, at value (cost $129,963,525) |
|
|
$122,544,786 |
|
|
|
| Cash |
|
|
24,503,326 |
|
|
|
| Interest receivable |
|
|
1,788,732 |
|
|
|
| Prepaid expenses |
|
|
10,258 |
|
|
|
|
|
|
|
|
| Total assets |
|
|
148,847,102 |
|
|
|
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
|
| Investment advisory fee (Note 3) |
|
|
64,021 |
|
|
|
| Administrative fee (Note 3) |
|
|
10,197 |
|
|
|
| Accrued expenses |
|
|
52,152 |
|
|
|
| Remarketable Variable Rate MuniFund Term Preferred Shares (650 shares issued and outstanding,
liquidation preference $100,000 per share, net of deferred offering costs of $137,823) (Note 7) |
|
|
64,862,177 |
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
64,988,547 |
|
|
|
|
|
|
|
|
| NET ASSETS APPLICABLE TO COMMON STOCK |
|
|
$83,858,555 |
|
|
|
|
|
|
|
|
| CAPITAL: |
|
|
|
|
|
|
| Common stock ($0.01 par value per share; 599,996,750 shares authorized, 7,029,567 issued and
outstanding) |
|
|
$70,296 |
|
|
|
| Additional paid-in capital |
|
|
96,299,508 |
|
|
|
| Total distributable earnings (accumulated losses) |
|
|
(12,511,249 |
) |
|
|
|
|
|
|
|
| Net assets applicable to common stock |
|
|
$83,858,555 |
|
|
|
|
|
|
|
|
| NET ASSET VALUE PER SHARE OF COMMON STOCK |
|
|
$11.93 |
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
12
DTF TAX-FREE INCOME 2028 TERM
FUND INC.
STATEMENT OF OPERATIONS
For the year ended October 31, 2022
|
|
|
|
|
| INVESTMENT INCOME: |
|
|
|
|
|
|
| Interest |
|
|
$5,408,069 |
|
|
|
|
|
|
|
|
| EXPENSES: |
|
|
|
|
|
|
| Interest expense and amortization of deferred offering costs on preferred shares (Note 7) |
|
|
1,732,703 |
|
|
|
| Investment advisory fees (Note 3) |
|
|
817,790 |
|
|
|
| Administrative fees (Note 3) |
|
|
137,981 |
|
|
|
| Professional fees |
|
|
126,880 |
|
|
|
| Reports to shareholders |
|
|
63,925 |
|
|
|
| Custodian fees |
|
|
58,130 |
|
|
|
| Transfer agent fees |
|
|
36,500 |
|
|
|
| Directors’ fees |
|
|
15,938 |
|
|
|
| Other expenses |
|
|
78,015 |
|
|
|
|
|
|
|
|
| Total expenses |
|
|
3,067,862 |
|
|
|
|
|
|
|
|
| Net investment income |
|
|
2,340,207 |
|
|
|
|
|
|
|
|
| REALIZED AND UNREALIZED LOSS: |
|
|
|
|
|
|
| Net realized loss on investments |
|
|
(5,507,254 |
) |
|
|
| Net change in unrealized appreciation/depreciation on investments |
|
|
(19,558,805 |
) |
|
|
|
|
|
|
|
| Net realized and unrealized loss on investments |
|
|
(25,066,059 |
) |
|
|
|
|
|
|
|
| NET DECREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM
OPERATIONS |
|
|
$(22,725,852 |
) |
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
13
DTF TAX-FREE INCOME 2028 TERM
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 |
|
|
$2,340,207 |
|
|
|
$3,024,158 |
|
|
|
|
| Net realized gain (loss) |
|
|
(5,507,254 |
) |
|
|
1,433,002 |
|
|
|
|
| Net change in unrealized appreciation/depreciation |
|
|
(19,558,805 |
) |
|
|
(1,518,995 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in net assets applicable to common stock resulting from operations |
|
|
(22,725,852 |
) |
|
|
2,938,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| DISTRIBUTIONS TO COMMON STOCKHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
| Net investment income and net realized gains |
|
|
(3,898,154 |
) |
|
|
(3,442,123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Decrease in net assets from distributions to common stockholders |
|
|
(3,898,154 |
) |
|
|
(3,442,123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL STOCK TRANSACTIONS: |
|
|
|
|
|
|
|
|
|
|
|
| Value of shares of common stock repurchased and retired through tender offer (Note 8) |
|
|
— |
|
|
|
(23,514,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Decrease in net assets derived from capital stock transactions |
|
|
— |
|
|
|
(23,514,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| Total decrease in net assets |
|
|
(26,624,006 |
) |
|
|
(24,018,905 |
) |
|
|
|
| TOTAL NET ASSETS APPLICABLE TO COMMON STOCK: |
|
|
|
|
|
|
|
|
|
|
|
| Beginning of year |
|
|
110,482,561 |
|
|
|
134,501,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| End of year |
|
|
$83,858,555 |
|
|
|
$110,482,561 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
14
DTF TAX-FREE INCOME 2028 TERM
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 decrease in net assets resulting from operations |
|
|
$(22,725,852 |
) |
|
|
|
|
|
|
|
| Adjustments to reconcile net decrease in net assets resulting from operations to cash provided
by operating activities: |
|
|
|
|
|
|
| Purchase of investment securities |
|
|
(12,979,815 |
) |
|
|
| Proceeds from sales and maturities of investment securities |
|
|
33,780,417 |
|
|
|
| Net amortization and accretion of premiums and discounts on debt securities |
|
|
1,363,569 |
|
|
|
| Amortization of deferred offering costs |
|
|
137,072 |
|
|
|
| Net realized loss on investments |
|
|
5,507,254 |
|
|
|
| Net change in unrealized appreciation/depreciation on investments |
|
|
19,558,805 |
|
|
|
| Decrease in interest receivable |
|
|
326,397 |
|
|
|
| Decrease in prepaid and accrued expenses—net |
|
|
(13,871 |
) |
|
|
|
|
|
|
|
| Cash provided by operating activities |
|
|
24,953,976 |
|
|
|
|
|
|
|
|
| Cash flows provided by (used in) financing activities: |
|
|
|
|
|
|
| Distributions paid to common stockholders |
|
|
(3,898,154 |
) |
|
|
|
|
|
|
|
| Cash used in financing activities |
|
|
(3,898,154 |
) |
|
|
|
|
|
|
|
| Net increase in cash |
|
|
21,055,822 |
|
|
|
|
|
|
|
|
| Cash at beginning of year |
|
|
3,447,504 |
|
|
|
|
|
|
|
|
| Cash at end of year |
|
|
$24,503,326 |
|
|
|
|
|
|
|
|
| Supplemental cash flow information: |
|
|
|
|
|
|
| Cash paid during the year for interest expense |
|
|
$1,302,624 |
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
15
DTF TAX-FREE INCOME 2028 TERM
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 years indicated
(excluding supplemental data provided below):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended October 31, |
|
| PER SHARE DATA: |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
|
|
|
|
|
| Net asset value, beginning of year |
|
|
$15.72 |
|
|
|
$15.79 |
|
|
|
$15.75 |
|
|
|
$14.62 |
|
|
|
$15.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net investment income |
|
|
0.33 |
|
|
|
0.43 |
|
|
|
0.44 |
|
|
|
0.39 |
|
|
|
0.47 |
|
|
|
|
|
|
|
| Net realized and unrealized gain (loss) |
|
|
(3.57 |
) |
|
|
(0.01 |
) |
|
|
0.08 |
|
|
|
1.29 |
|
|
|
(0.92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net increase (decrease) from investment operations applicable to common stock |
|
|
(3.24 |
) |
|
|
0.42 |
|
|
|
0.52 |
|
|
|
1.68 |
|
|
|
(0.45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distributions on common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net investment income |
|
|
(0.39 |
) |
|
|
(0.49 |
) |
|
|
(0.48 |
) |
|
|
(0.43 |
) |
|
|
(0.59 |
) |
|
|
|
|
|
|
| Net realized gains |
|
|
(0.16 |
) |
|
|
— |
(1) |
|
|
— |
(1) |
|
|
(0.12 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total distributions |
|
|
(0.55 |
) |
|
|
(0.49 |
) |
|
|
(0.48 |
) |
|
|
(0.55 |
) |
|
|
(0.62 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net asset value, end of year |
|
|
$11.93 |
|
|
|
$15.72 |
|
|
|
$15.79 |
|
|
|
$15.75 |
|
|
|
$14.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Per share market value, end of year |
|
|
$10.79 |
|
|
|
$14.26 |
|
|
|
$14.21 |
|
|
|
$14.18 |
|
|
|
$12.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCK: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
3.13 |
% |
|
|
2.37 |
% |
|
|
2.27 |
% |
|
|
2.87 |
% |
|
|
2.58 |
% |
|
|
|
|
|
|
| Operating expenses, without leverage |
|
|
1.32 |
% |
|
|
1.46 |
% |
|
|
1.17 |
% |
|
|
1.14 |
% |
|
|
1.16 |
% |
|
|
|
|
|
|
| Net investment income |
|
|
2.39 |
% |
|
|
2.57 |
% |
|
|
2.83 |
% |
|
|
2.58 |
% |
|
|
3.10 |
% |
|
|
|
|
|
|
| SUPPLEMENTAL DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total return on market value(2) |
|
|
(21.04 |
)% |
|
|
3.62 |
% |
|
|
3.62 |
% |
|
|
19.70 |
% |
|
|
(8.72 |
)% |
|
|
|
|
|
|
| Total return on net asset value(2) |
|
|
(21.10 |
)% |
|
|
2.54 |
% |
|
|
3.39 |
% |
|
|
11.67 |
% |
|
|
(2.94 |
)% |
|
|
|
|
|
|
| Portfolio turnover rate |
|
|
7 |
% |
|
|
10 |
% |
|
|
13 |
% |
|
|
10 |
% |
|
|
23 |
% |
|
|
|
|
|
|
| Net assets applicable to common stock, end of year (000’s omitted) |
|
|
$83,859 |
|
|
|
$110,483 |
|
|
|
$134,501 |
|
|
|
$134,205 |
|
|
|
$124,550 |
|
|
|
|
|
|
|
| Preferred stock outstanding, end of year (000’s omitted)(3) |
|
|
$65,000 |
|
|
|
$65,000 |
|
|
|
$65,000 |
|
|
|
$65,000 |
|
|
|
$65,000 |
|
|
|
|
|
|
|
| Asset coverage on preferred stock(4) |
|
|
$229,013 |
|
|
|
$269,973 |
|
|
|
$306,925 |
|
|
|
$306,469 |
|
|
|
$291,615 |
|
|
|
|
|
|
|
| Asset coverage ratio on preferred
stock(5) |
|
|
229 |
% |
|
|
270 |
% |
|
|
307 |
% |
|
|
306 |
% |
|
|
292 |
% |
| (1) |
Amount per share is less than $0.01. |
| (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 year 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. Total return on net asset value uses the same methodology, but with use of net asset value for beginning, ending and reinvestment values. |
| (3) |
The Fund’s preferred stock is not publicly traded. |
| (4) |
Represents value of net assets applicable to common stock plus preferred stock outstanding at year end divided
by the preferred stock outstanding at year end, calculated per $100,000 liquidation preference per share of preferred stock. |
| (5) |
Represents value of net assets applicable to common stock plus preferred stock outstanding at year end divided
by the preferred stock outstanding at year end. |
The
accompanying notes are an integral part of these financial statements.
16
DTF TAX-FREE INCOME 2028
TERM FUND INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2022
Note 1. Organization
DTF Tax-Free Income 2028 Term Fund Inc. (formerly known as DTF
Tax-Free Income Inc.) (the “Fund”) was incorporated under the laws of the State of Maryland on September 24, 1991. The Fund commenced operations on November 29, 1991 as a 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 current income exempt from regular federal
income tax consistent with preservation of capital.
The Fund will terminate on or before March 1, 2028 unless (i) within 12
months prior to that date, the Fund conducts a tender offer for all of its outstanding shares at 100% of their net asset value, (ii) the results of the tender offer leave the Fund with net assets of at least $75 million and (iii) a
majority of the entire Board of Directors votes to reinstate the Fund’s perpetual existence.
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: Debt securities are generally valued based on the evaluated bid using prices
provided by one or more dealers regularly making a market in that security, an independent pricing service, or quotes from broker-dealers, when such prices are believed to reflect the fair value of such securities and are generally classified as
Level 2. The relative liquidity of some securities in the Fund’s portfolio may adversely affect the ability of the Fund to accurately value such securities. Any securities for which it is determined that market prices are unavailable or
inappropriate 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: Securities transactions are recorded on the trade date. Realized gains and losses on
sales of securities are determined on the identified cost basis. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts on securities using the effective interest method. Premiums on securities are
amortized over the period remaining until first call date, if any, or if none, the remaining life of the security and discounts are accreted over the remaining life of the security for financial reporting purposes.
C. Federal 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. 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 returns are generally subject to examination by
the Internal Revenue Service for a period of three years after they are filed. State and local tax returns and/or other filings may be subject to examination for different periods, depending upon the rules of each applicable jurisdiction.
D. Dividends and Distributions: The Fund declares and pays dividends on its common stock monthly from net investment income. Net capital
gains, if any, in excess of capital loss carryforwards are expected to be distributed annually. Dividends and distributions are recorded on the ex-dividend date. Dividends on the Fund’s Remarketable
Variable Rate MuniFund Term Preferred Shares (“RVMTP Shares”) are accrued on a daily basis and paid on a monthly basis and are determined as described in Note 7.
The amount and timing of distributions are generally determined in accordance with federal tax regulations, which may differ from U.S.
generally accepted accounting principles.
17
DTF TAX-FREE INCOME 2028
TERM FUND INC.
NOTES TO FINANCIAL STATEMENTS—(Continued)
October 31, 2022
E. 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.
Note 3. Agreements and Management Arrangements
A. Adviser: The Fund has an Advisory Agreement with Duff & Phelps Investment Management Co. (the “Adviser”), an
indirect, wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”). The investment advisory fee is payable monthly at an annual rate of 0.50% of the Fund’s 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 Robert W. Baird & Co. Incorporated (the
“Administrator” or “Baird”). The administration fee is payable quarterly at an annual rate of 0.14% of the Fund’s average weekly net 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 (including the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).
C. Directors: The Fund pays each director not affiliated with the Adviser an annual fee. Total fees paid to directors for the year ended
October 31, 2022 were $15,938.
D. Affiliated Shareholder: At October 31, 2022, Virtus Partners, Inc. (a wholly owned
subsidiary of Virtus) held 34,265 shares of the Fund which represent 0.49% 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 $11,354,765, and
$33,780,417, respectively.
Note 5. 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
Depreciation |
| $129,962,890 |
|
$295,857 |
|
$(7,713,961) |
|
$(7,418,104) |
The tax character of distributions paid to common shareholders during the years ended October 31, 2022 and 2021
was as follows:
|
|
|
|
|
|
|
|
|
| |
|
10/31/2022 |
|
|
10/31/2021 |
|
| Distributions paid from: |
|
|
|
|
|
|
|
|
| Tax-exempt income |
|
|
$2,741,530 |
|
|
|
$3,440,760 |
|
| Short-term capital gains |
|
|
394 |
|
|
|
— |
|
| Long-term capital gains |
|
|
1,156,230 |
|
|
|
1,363 |
|
|
|
|
|
|
|
|
|
|
| Total distributions |
|
|
$3,898,154 |
|
|
|
$3,442,123 |
|
|
|
|
|
|
|
|
|
|
18
DTF TAX-FREE INCOME 2028
TERM FUND INC.
NOTES TO FINANCIAL STATEMENTS—(Continued)
October 31, 2022
At October 31, 2022, the components of accumulated losses on a tax basis were as follows:
|
|
|
|
|
| Undistributed net tax-exempt income |
|
|
$412,366 |
|
| Realized net short-term capital loss |
|
|
(159,845 |
) |
| Realized net long-term capital loss |
|
|
(5,345,666 |
) |
| Net unrealized depreciation |
|
|
(7,418,104 |
) |
|
|
|
|
|
|
|
|
$(12,511,249 |
) |
|
|
|
|
|
At October 31, 2022, the Fund had unused capital loss carryforwards available to offset future capital
gains, if any, to the extent permitted by the Internal Revenue Code. The character and amounts of the carryforwards are given in the table below. These capital losses are not subject to expiration.
|
|
|
|
|
| Short Term |
|
Long Term |
|
Total |
| $159,845 |
|
$5,345,666 |
|
$5,505,511 |
Note 6. 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. 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 Remarketable Variable Rate MuniFund Term Preferred Shares offering.
Note 7. Remarketable Variable Rate MuniFund Term Preferred Shares
At October 31, 2022, the Fund had issued and outstanding 650 shares of Series 2050 Remarketable Variable Rate MuniFund Term Preferred
Shares (“RVMTP Shares”), each with a liquidation preference of $100,000.
The RVMTP Shares were privately placed with an
institutional investor on November 2, 2020. The proceeds were used to conduct an early redemption of the Fund’s Series 2021 Variable Rate MuniFund Term Preferred Shares (“VMTP Shares”) at 100% of their liquidation preference plus
accrued and unpaid dividends on November 12, 2020. The RVMTP Shares are a floating-rate form of preferred shares and are subject to a mandatory tender on May 2, 2024, but may remain outstanding either on the same terms or modified terms
pursuant to an agreement between the Fund and the holder(s), or under a remarketing process at such time. The Fund is required to redeem all outstanding RVMTP Shares on November 2, 2050, unless earlier redeemed, repurchased or extended. The
RVMTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation value per share plus any accumulated but unpaid dividends and a redemption premium, if any.
Key terms of the series of RVMTP Shares at October 31, 2022 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series |
|
Shares
Outstanding |
|
Liquidation
Preference |
|
Weekly Rate Reset |
|
Rate |
|
Mandatory
Redemption
Date |
| 2050 |
|
650 |
|
$65,000,000 |
|
SIFMA Municipal Swap Index + 1.25% |
|
3.49% |
|
11/02/2050 |
19
DTF TAX-FREE INCOME 2028
TERM FUND INC.
NOTES TO FINANCIAL STATEMENTS—(Continued)
October 31, 2022
The Fund incurred costs in connection with the issuance of the RVMTP Shares. These costs were
recorded as a deferred charge and are being amortized over a three-year term. Amortization of these deferred offering costs of $137,072 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 RVMTP shares under the caption “Remarketable Variable Rate MuniFund Term Preferred Shares” on the Statement of Assets and
Liabilities.
Dividends on the RVMTP Shares (which are treated as interest expense for financial reporting purposes) are accrued daily and
paid monthly. Interest expense may also include distributions of taxable income, if any, allocated to the RVMTP Shares. The average daily liquidation value outstanding and the weighted daily average dividend rate of the RVMTP Shares during the year
ended October 31, 2022, were $65,000,000 and 2.02%, respectively.
The RVMTP Shares are not listed on any exchange or automated
quotation system. The fair value of the RVMTP Shares is estimated to be their liquidation preference. The RVMTP Shares are categorized as Level 2 within the fair value hierarchy. The Fund is subject to certain restrictions relating to the RVMTP
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 or
purchasing common shares and/or could trigger the mandatory redemption of the RVMTP Shares.
Note 8. Tender Offer
On December 8, 2020, the Fund announced the commencement of a cash tender offer (the “Offer”) for up to 17.5% of
the Fund’s outstanding shares of common stock at a price of 98% of the Fund’s closing net asset value per share (NAV) as of the close of the regular trading session on the New York Stock Exchange (NYSE) on January 8, 2021. The Offer
expired on January 7, 2021, at which time 4,335,961 shares were duly tendered and not withdrawn. Because the shares tendered exceeded 1,491,119 shares, the Offer was oversubscribed. Therefore, in accordance with the terms and conditions
specified in the Offer, the Fund purchased shares from all tendering stockholders on a pro rata basis, disregarding fractions. The proration factor for the Offer was 34.389423%. The purchase price per share of properly tendered shares was $15.77 per
share, equal to 98% of the NAV as of the close of the regular trading session of the NYSE on January 8, 2021. Payment for the tendered shares was made on January 11, 2021 in the amount of $23,514,947. Shares that were not tendered continue
to remain outstanding.
Note 9. 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 10. Subsequent Events
On November 16, 2022, the Fund voluntarily redeemed 250 of its outstanding RVMTP Shares, at a redemption price equal to the aggregate
liquidation preference of $25,000,000 plus accumulated but unpaid dividends.
20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of DTF
Tax-Free Income 2028 Term Fund Inc.
(formerly, DTF Tax-Free Income Inc.)
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of DTF Tax-Free Income 2028 Term 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
21
TAX INFORMATION (Unaudited)
The following information is being
provided in order to meet reporting requirements set forth by the Code and/or 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):
|
|
|
|
|
|
|
|
|
| |
|
Preferred |
|
|
Common |
|
| Short-term capital gains |
|
|
$99 |
|
|
|
$394 |
|
| Long-term capital gains |
|
|
292,908 |
|
|
|
1,156,230 |
|
|
|
|
|
|
|
|
|
|
| Total taxable distributions |
|
|
$293,007 |
|
|
|
$1,156,624 |
|
|
|
|
|
|
|
|
|
|
All of the other net investment income distributions paid by the Fund qualify and are designated as tax-exempt interest dividends for Federal income tax purposes.
INFORMATION
ABOUT PROXY VOTING BY THE FUND (Unaudited)
Although the Fund does not typically hold voting securities, 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 the Administrator toll-free at (833) 604-3163 or is available on the Fund’s website www.dpimc.com/dtf or on the SEC’s website
www.sec.gov.
INFORMATION ABOUT THE FUND’S PORTFOLIO HOLDINGS (Unaudited)
The Fund files its complete
schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended 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 (833)
604-3163 or is available on the Fund’s website at www.dpimc.com/dtf.
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 changes in the persons who are primarily responsible for the day-to-day management of the Fund’s portfolio. Timothy M. Heaney retired as Chief Investment Officer of the Fund on May 31, 2022 and Lisa H. Leonard retired as a
portfolio manager of the Fund on June 30, 2022. They were succeeded by Ronald H. Schwartz, CFA and Dusty L. Self, each appointed a portfolio manager and Vice President of the Fund, effective July 1, 2022.
Additional information, if any, relating to the Fund’s directors and officers, in addition to such information as is found elsewhere in
the Annual Report, may be requested by contacting the Fund at the address provided in 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.
22
INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited)
Investment Objective:
The Fund’s investment objective is current income exempt from regular federal income tax consistent with the preservation of capital.
Principal Strategies: The Fund seeks to achieve its investment objective by investing primarily (at least 80% of its total assets) in a
diversified portfolio of investment grade tax-exempt obligations.
Under normal market conditions,
the Fund will not invest more than 25% of its total assets (taken at market value at the time of each investment) in securities of issuers in a single industry; provided that, for purposes of this restriction,
tax-exempt securities of issuers that are states, municipalities or their political subdivisions are not considered to be the securities of issuers in any single industry. The Fund will also not invest more
than 20% of its assets in obligations that pay interest that is subject to the alternative minimum tax.
All of the Fund’s investments
at the time of purchase will be rated at least investment grade or, with respect to no more than 20% of total assets, unrated but of comparable credit quality of obligations rated investment grade.
The Fund does not currently utilize derivatives or invest in derivatives.
Principal Risks:
Credit & Interest Risk: Debt securities are subject to various risks, the most prominent of which are credit and
interest rate risk. The issuer of a debt security may fail to make interest and/or principal payments. 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.
Municipal Securities Risk: Events negatively impacting a municipality, municipal security, or the municipal bond market in general,
may cause the fund to decrease in value, perhaps significantly.
Industry/Sector Concentration Risk: 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.
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.
Income Risk: Income received from the Fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds
from maturing securities in the Fund are reinvested in lower-yielding securities.
Prepayment/Call Risk: Issuers may prepay or call
their fixed rate obligations when interest rates fall, forcing the Fund to reinvest in obligations with lower interest rates and the Fund may not benefit fully from the increase in value that other fixed income investments experience when interest
rates decline.
23
Tax-Exempt Securities Risk: Tax-exempt securities may not provide a higher after-tax return than taxable securities, and/or the tax-exempt status may be lost or
limited.
Tax Liability Risk: Noncompliant conduct by a municipal bond issuer, or certain adverse interpretations or actions by a
government or tax authority, could cause interest from a security to become taxable, possibly retroactively, subjecting shareholders to increased tax liability.
State and AMT Tax Risk: A portion of income may be subject to some state and/or local taxes and, for certain investors, a portion may be
subject to the federal alternative minimum tax.
Unrated Fixed Income Securities Risk: If the Adviser is unable to accurately assess
the quality of an unrated fixed income security, the Fund may invest in a security with greater risk than intended, or the securities may be more difficult to sell than anticipated.
No Guarantee: There is no guarantee that the portfolio will meet its objective.
Leverage Risk: The Fund employs leverage through preferred stock. 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 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 from 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 leverage strategy will be successful during any period in which
it is employed.
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 Fund Risk: 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.
24
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 and preferred
stock, voting as a single class, except for Mr. Burke and Ms. McNamara, who are elected by the holders of the Fund’s preferred stock. All of the current 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. 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, Illinois
60606. 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 Duff & Phelps Utility and Infrastructure Fund Inc. (“DPG”).
DIRECTORS
OF THE FUND (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name and Age |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time Served |
|
Principal 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 |
| Donald C. Burke 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); 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 1996 |
|
Private investor since 2010 |
|
|
110 |
|
|
Chairman of the Board, Lazard World Trust Fund (closed-end fund) 2010-2019 (Director 1991-2019) |
|
|
|
|
|
|
| Geraldine M. McNamara Age: 71 |
|
Director |
|
Term expires 2023;
Director since 2003 |
|
Private investor since 2006; Managing Director, U.S Trust Company of New York 1982-2006 |
|
|
103 |
|
|
|
|
|
|
|
|
|
| Eileen A. Moran Age: 68 |
|
Director
and Vice Chairperson
of the Board |
|
Term expires 2024;
Director since 1996 |
|
Private investor since 2011; President and Chief Executive Officer, PSEG Resources L.L.C. (investment company) 1990-2011 |
|
|
3 |
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name and Age |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time Served |
|
Principal 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 |
| David J. Vitale Age: 76 |
|
Director and Chairman of the Board |
|
Term expires 2023;
Director since 2005 |
|
Chairman of the Board of the Fund and DNP 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 Continental Holdings, Inc. (airline holding company) 2006-May 2022; Director, Ariel Investments, LLC 2001-2021; Director, Wheels, Inc. (automobile fleet management) 2001-2021;
Chairman, Urban Partnership Bank 2010-2019 |
26
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, Virtus or the
Administrator and receive compensation in such capacities. Information pertaining to the officers of the Fund is set forth below. The address for all officers noted below is c/o Duff & Phelps Investment Management Co., 200 South Wacker
Drive, Suite 500, Chicago, Illinois 60606, except as noted.
|
|
|
|
|
| Name, Address and Age |
|
Positions(s) Held with Fund and
Length of Time
Served |
|
Principal Occupation(s) During Past 5 Years |
|
|
|
| David D. Grumhaus, Jr. 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 Manager 2014-2020) |
|
|
|
| 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 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 Age: 63 |
|
Treasurer since 2000; Principal Financial and Accounting Officer and Assistant Secretary since 2002 |
|
Chief Risk Officer of the Adviser since 2001 and Senior Managing Director since 2014 (Senior Vice President 1994-2014); Treasurer of Duff & Phelps Utility and Corporate Bond Trust Inc. 2000-2021 and Principal Financial and
Accounting Officer and Assistant Secretary 2002-2021 |
|
|
|
| Daniel J. Petrisko, CFA 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, 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) |
|
|
|
| Ronald H. Schwartz, CFA Virtus Investment
Partners, Inc. 301 East Pine Street, Suite 500 Orlando, FL
32801 Age: 66 |
|
Vice President since July 2022 |
|
Senior Portfolio Manager of the Adviser since July 2022; Managing Director and Senior Portfolio Manager of Seix Investment Advisors, a
division of Virtus Fixed Income Advisers, LLC (and predecessor firms) since 2011; Portfolio Manager of the fund now known as Virtus Seix Short Term Municipal Bond Fund since 2011, the fund now known as Virtus Seix High Grade Municipal Bond Fund
since 1994 and the fund now known as Virtus Seix Investment Grade Tax Exempt Bond Fund since 1992; managed municipal bond investments since 1988 |
|
|
|
| Dusty L. Self Virtus Investment Partners,
Inc. 301 East Pine Street, Suite 500 Orlando, FL 32801
Age: 55 |
|
Vice President since July 2022 |
|
Senior Portfolio Manager of the Adviser since July 2022; Managing Director and Senior Portfolio Manager of Seix Investment Advisors, a
division of Virtus Fixed Income Advisers, LLC (and predecessor firms) since 2011; Portfolio Manager of the fund now known as Virtus Seix Short Term Municipal Bond Fund since 2011, Virtus Seix Investment Grade Tax Exempt Bond Fund since 2018 and
Virtus Seix High Grade Municipal Bond Fund since 2018; managed municipal bond investments since 1992 |
|
|
|
| Dianna P. Wengler Robert W. Baird & Co.
Incorporated 500 West Jefferson Street Louisville, KY 40202
Age: 62 |
|
Vice President and Assistant Secretary since 2014 |
|
Senior Vice President and Director – Fund Administration, Robert W. Baird & Co. Incorporated since 2019; Senior Vice President, J.J.B. Hilliard, W.L Lyons, LLC 2016-2019 (Vice President 1990-2015); Vice President and
Assistant Secretary, Duff & Phelps Utility and Corporate Bond Trust Inc. 2014-2021 |
27
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (Unaudited)
Pursuant to the Fund’s
Dividend Reinvestment Plan (the “Plan”), common shareholders may elect to have all distributions of dividends and capital gains automatically reinvested by American Stock Transfer & Trust Company (the “Plan Agent”) in
shares of common stock of the Fund (“Fund Shares”) pursuant to the Plan; provided that such election is subject to the power of the Board of Directors to declare capital gains distributions in the form of stock (if such a declaration is
made by the Board of Directors, all shareholders who do not elect to receive cash will receive the distribution in the form of stock whether or not they elect to participate in the Plan). Common shareholders who do not participate in the Plan will
receive all distributions in cash (except as described above) paid by check in United States dollars mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, then to the nominee) by the Custodian, as
dividend disbursing agent. Common shareholders who wish to participate in the Plan should contact the Fund at 6201 15th Avenue, Brooklyn, New York, 11219 or call toll free (866) 668-8552.
The Plan Agent serves as agent for the common shareholders in administering the Plan. After the Fund declares a dividend or determines to make
a capital gain distribution, if (1) the market price is lower than net asset value, the participants in the Plan will receive the equivalent in Fund Shares valued at the market price determined as of the time of purchase (generally, the payment
date of the dividend or distribution); or if (2) the market price of Fund Shares on the payment date of the dividend or distribution is equal to or exceeds their net asset value, participants will be issued Fund Shares at the higher of net
asset value or 95% of the market price. This discount reflects savings in underwriting and other costs that the Fund otherwise will be required to incur to raise additional capital. If net asset value exceeds the market price of Fund Shares on the
payment date or the Fund declares a dividend or other distribution payable only in cash (i.e., if the Board of Directors precludes reinvestment in Fund Shares for that purpose), the Plan Agent will, as agent for the participants, receive the cash
payment and use it to buy Fund Shares in the open market, on the New York Stock Exchange, other national securities exchanges on which the Fund’s common stock is listed or elsewhere, for the participants’ accounts. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value of a Fund Share, the average per share purchase price paid by the Plan Agent may exceed the net asset value of Fund Shares, resulting in the acquisition of fewer shares
than if the dividend or distribution had been paid in shares issued by the Fund. The Fund will not issue shares under the Plan below net asset value.
Participants in the Plan may withdraw from the Plan upon written notice to the Plan Agent and will receive certificates for whole Fund Shares
and a cash payment will be made for any fraction of a Fund Share.
There is no charge to participants for reinvesting dividends or capital
gain distributions, except for certain brokerage commissions, as described below. The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be paid by the Fund. There will be no brokerage commissions charged
with respect to shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends
and distributions. The automatic reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable on such dividends or distributions.
Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the change sent to all shareholders of the Fund at least 90 days before the record date for the dividend or distribution. The Plan also may be amended or terminated by the
Plan Agent upon at least 90 days written notice to all common shareholders of the Fund. All correspondence concerning the Plan should be directed to the Fund at the address on the back of this report.
The Plan permits Plan participants to periodically purchase additional shares of common stock through the Plan by delivering to the Plan Agent
a check (or authorizing an electronic fund transfer) for at least $100, but not more than $5,000, in any month. The Plan Agent will use the funds to purchase shares in the open market or in private transactions as described above with respect to
reinvestment of dividends and distributions. Purchases made pursuant to this feature of the Plan will be made commencing at the time of the first dividend or distribution payment following the second business day after receipt of the funds for
additional purchases, and may be aggregated with purchases of shares for reinvestment of the dividends and distributions.
28
Shares will be allocated to the accounts of participants purchasing additional shares at the
average price per share, plus a service charge imposed by the Plan Agent and brokerage commissions (or equivalent purchase costs) paid by the Plan Agent for all shares purchased by it, including for reinvestment of dividends and distributions.
Checks drawn on a foreign bank are subject to collection and collection fees, and will be invested at the time of the next distribution after funds are collected by the Plan Agent.
The Plan Agent will make every effort to invest funds promptly, and in no event more than 30 days after the Plan Agent receives a dividend or
distribution, except where postponement is deemed necessary to comply with applicable provisions of the federal securities laws.
Funds
sent to the Plan Agent for voluntary additional share investment may be recalled by the participant by written notice received by the Plan Agent not later than two business days before the next distribution payment date. If for any reason a regular
monthly distribution is not paid by the Fund, funds for voluntary additional share investment will be returned to the participant, unless the participant specifically directs that they continue to be held by the Plan Agent for subsequent investment.
29
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
Jennifer S. Fromm Vice President and Secretary
Ronald H. Schwartz, CFA Vice President
Dusty L. Self Vice President
Dianna P. Wengler Vice President and Assistant Secretary
Alan M. Meder, CFA, CPA Treasurer and Assistant Secretary
Kathleen L. Hegyi Chief Compliance Officer
DTF Tax-Free Income 2028 Term Fund Inc.
Common stock traded on the New York
Stock Exchange under the symbol DTF
Investment Adviser
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Call toll-free (800) 338-8214
www.dpimc.com/dtf
Administrator
Robert W. Baird & Co. Incorporated
500 West Jefferson Street
Louisville, KY 40202
Call toll-free (833) 604-3163
Transfer Agent and Dividend Disbursing Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Call toll-free (866) 668-8552
Custodian
State Street Bank and Trust Company
Legal Counsel
Mayer Brown LLP
Independent Registered Public Accounting Firm
Ernst & Young LLP
| 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 |
|
|
|
|
Audit Fees (1) |
|
$57,780 |
|
$54,000 |
|
|
|
|
Audit-Related Fees (2)(6) |
|
0 |
|
0 |
|
|
|
|
Tax Fees (3)(6) |
|
8,805 |
|
8,350 |
|
|
|
|
All Other Fees (4)(6) |
|
0 |
|
0 |
|
|
|
|
Aggregate Non-Audit Fees (5)(6) |
|
8,805 |
|
8,350 |
|
|
| |
(1) |
Audit Fees are fees billed for the 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 years shown in the table, such services consisted of preparation of the registrant’s annual federal and state income tax returns and excise 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 years 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 registrant’s 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 Duff & Phelps Utility and Infrastructure Fund Inc.
(“DPG”), 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 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 DPG).
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
(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.
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.
| |
(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. |
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.
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.
II. Delegation
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.
III. Audit Services
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 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.
V. Tax Services
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.
VI. All Other Services
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.
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).
VIII. Procedures
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.
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.
Appendix A
Pre-Approved Audit Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
|
|
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|
|
|
|
Service |
|
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|
|
|
|
|
|
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) |
|
|
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 |
Appendix C
Pre-Approved Tax Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
|
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|
Service |
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|
|
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 |
|
|
Appendix D
Pre-Approved “All Other” Services for Fiscal Year Ending in 2023
Dated: December 14, 2022
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 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES |
Although the registrant does not typically hold voting securities, the
registrant’s board of directors has adopted the following proxy voting policies and procedures with respect to proxy voting.
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. |
| |
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 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 and goals 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.
|
| V. |
Conflicts of interest. |
| |
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 as amended. 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 or authorized committee 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 their amendment
and/or approval. |
| ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
In this Item 8, the term “Fund” refers to the registrant, DTF
Tax-Free Income 2028 Term Fund Inc.
The Fund’s Portfolio Managers
A team of investment professionals employed by Seix Investment Advisors LLC (“Seix”), an affiliate of Duff & Phelps
Investment Management Co., the Fund’s investment adviser (the “Adviser”), is responsible for the day-to-day management of the Fund’s portfolio. The
investment professionals are dual hatted employees of the Adviser and Seix, each of which is a subsidiary and affiliated manager of Virtus Investment Partners, Inc. (“Virtus”). The members of that investment team and their respective
roles, as of January 6, 2023, are as follows:
Ronald H. Schwartz, CFA, has been Vice President of the Fund since 2022. He is
a Managing Director, Head of Tax-Exempt and Senior Portfolio Manager for Seix. In this capacity, he is responsible for strategic oversight of the investment grade
tax-exempt strategies and a member of the Seix Investment Policy Group. Mr. Schwartz joined Seix upon integration in 2014, having joined a predecessor firm in 1998. Mr. Schwartz has over 30 years of
experience focused on investment grade fixed income strategies.
Dusty L. Self has been Vice President of the Fund since 2022. She
is Managing Director and Senior Portfolio Manager – Tax-Exempt Assets for Seix. Before attaining her current position as Portfolio Manager with Seix, Ms. Self worked as a portfolio specialist and
then as a performance analyst. Prior to beginning her career in investment management with Seix’s predecessor firm, she worked for Barnett Bank in the Commercial Loans division. Ms. Self joined Seix upon integration in 2014, having joined
a predecessor firm in 1992. Ms. Self has over 30 years of experience focused on investment grade fixed income strategies.
Other
Accounts Managed by the Fund’s Portfolio Managers
The following table provides information as of October 31, 2022 regarding
the other accounts besides the Fund that are managed by the portfolio managers of the Fund. As noted in the table, portfolio managers of the Fund may also manage or be members of management teams for other mutual funds within the same fund complex
or other similar accounts. For purposes of this disclosure, the term “fund complex” includes the Fund and all other investment companies advised by affiliates of Virtus, the Adviser’s ultimate parent company.
As of October 31, 2022, the Fund’s portfolio managers did not manage any accounts with respect to which the advisory fee is based on the performance of the account, nor do they manage
any hedge funds.
|
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|
| |
|
Registered Investment
Companies (1) |
|
|
Other Pooled Investment
Vehicles (2) |
|
|
Other Accounts (3) |
|
|
|
|
|
|
|
|
| Name of Portfolio Manager |
|
Number of
Accounts |
|
|
Total Assets
(in millions) |
|
|
Number of
Accounts |
|
|
Total Assets
(in millions) |
|
|
Number of
Accounts |
|
|
Total Assets
(in millions) |
|
| Ronald H. Schwartz |
|
|
5 |
|
|
|
$709 |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
$384 |
|
| Dusty L. Self |
|
|
5 |
|
|
|
$709 |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
$384 |
|
| |
(1) |
Registered Investment Companies include all open and closed-end
mutual funds. For Registered Investment Companies, assets represent net assets of all open-end investment companies and gross assets of all closed- end investment companies. |
| |
(2) |
Other Pooled Investment Vehicles include, but are not limited to, securities of issuers exempt from
registration under Section 3(c) of the Investment Company Act of 1940, such as private placements and hedge funds. |
| |
(3) |
Other Accounts include, but are not limited to, individual managed accounts, separate accounts,
institutional accounts, pension funds and collateralized bond obligations. |
There may be certain inherent conflicts of
interest that arise in connection with the portfolio managers’ management of the Fund’s investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a
particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the Adviser may have in place that could benefit the Fund and/or such other accounts. The Adviser has
adopted policies and procedures designed to address any such conflicts of interest to ensure that all management time, resources and investment opportunities are allocated equitably. There have been no material compliance issues with respect to any
of these policies and procedures during the Fund’s most recent fiscal year.
Compensation of the Fund’s Portfolio Managers
The following is a description of the compensation structure, as of October 31, 2022, of the Fund’s portfolio managers.
Portfolio manager compensation generally consists of base salary, bonus, and various employee benefits and may also include long-term stock
awards, deferred cash, retention bonuses, and/or incentive guarantees. These components are tailored in an effort to retain high quality investment professionals and to align compensation with performance.
A portfolio manager’s base salary is determined by the individual’s experience, responsibilities within the firm, performance in the
role, and market rate for the position.
Each portfolio manager’s bonus incorporates an evaluation of the Fund’s investment
performance as well as other factors, including subjective factors. Investment performance may be evaluated directly against a peer group and/or benchmark, or indirectly by measuring overall business unit financial performance over a period of time.
Where applicable, investment performance is determined by comparing a Fund’s pre-tax total return to the returns of the Fund’s peer group and/or benchmark over multi-year periods. Where portfolio
managers are responsible for multiple Funds or other managed accounts, each product is weighted based on its size and relative strategic importance to the Adviser and/or Sub-adviser. Other factors that may be
considered in the calculation or payout of incentive bonuses include adherence to compliance policies, risk management practices, sales/marketing, leadership, communications, corporate citizenship, and overall contribution to the firm. Bonuses are
typically paid annually.
Retention bonuses and/or incentive guarantees for a fixed period may also be used when the Adviser and/or Sub-adviser deem it necessary to recruit or retain the employee.
All full-time employees of Seix,
including the Funds’ portfolio managers, are provided a benefits package on substantially similar terms. The percentage of each individual’s compensation provided by these benefits is dependent upon length of employment, salary level, and
several other factors.
Other Benefits: Portfolio managers are eligible to participate in a 401(k) plan, health insurance, and
other benefits offered generally to the firm’s employees that could include granting of restricted stock units in Virtus stock.
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 |
|
|
|
|
Ronald H. Schwartz |
|
None |
|
|
|
|
Dusty L. Self |
|
None |
|
|
| ITEM 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS |
During the period covered by this report, no purchases were made by
or on behalf of the registrant or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of shares or other units of any class of the registrant’s equity securities
that is registered by the registrant pursuant to Section 12 of the Exchange Act.
| 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.