Duff & Phelps Utility and Infrastructure Fund : Notice of Joint Annual Meeting of Shareholders

DNP SELECT INCOME FUND INC.

DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.

DTF TAX-FREE INCOME 2028 TERM FUND INC.

10 South Wacker Drive, Suite 1900

Chicago, Illinois 60606

[phone]

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

March 11, 2024

The annual meeting of shareholders of each of DNP Select Income Fund Inc. ("DNP"), Duff & Phelps Utility and Infrastructure Fund Inc. ("DPG") and DTF Tax-Free Income 2028 Term Fund Inc. ("DTF" and, together with DNP and DPG, the "Funds") will be held on March 11, 2024, at 1:00 p.m., Eastern Time, conducted solely online via webcast.

Shareholders will be able to attend and participate in the annual meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MVAY2LL on the meeting date at the time noted above and as described in the accompanying proxy statement. To participate in the annual meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the annual meeting.

The annual meeting will be held to:

1. Elect directors of each Fund in the following manner:
2. 1. Elect Eileen A. Moran as a director of DNP by the holders of DNP's common stock;
   2. Elect Donald C. Burke as a director of DNP by the holders of DNP's preferred stock;
   3. Elect Eileen A. Moran as a director of DPG by the holders of DPG's common and preferred stock, voting together as a single class;
   4. Elect Donald C. Burke as a director of DPG by the holders of DPG's preferred stock;
   5. Elect Donald C. Burke and Eileen A. Moran as directors of DTF by the holders of DTF's common stock; and
3. Transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Shareholders of record at the close of business on December 8, 2023 are entitled to vote at the meeting.

For the Board of Directors of each of the Funds,

DANIEL J. PETRISKO, Assistant Secretary

January 24, 2024

SHAREHOLDERS, WE NEED YOUR PROXY VOTE IMMEDIATELY.

YOUR VOTE IS VITAL. THE JOINT MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF FEWER THAN A MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, ONE OR MORE OF THE FUNDS WOULD ADJOURN THE MEETING AND CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO OBTAIN A QUORUM. TO AVOID THE EXPENSE OF AND THE POSSIBLE DELAY CREATED BY SUCH A SOLICITATION, PLEASE VOTE YOUR PROXY IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 11, 2024: The proxy statement for the 2024 annual meeting, the form of proxy card and the annual report for the most recently ended fiscal year are available to DNP shareholders at www.dpimc.com/dnp, to DPG shareholders at www.dpimc.com/dpg and to DTF shareholders at www.dpimc.com/dtf. There is no physical location for the annual meeting so you cannot attend in person. If you have questions regarding how to access the virtual meeting, please contact the administrator for DNP and DTF at [phone](toll-free) or [e-mail] or the administrator for DPG at [phone](toll-free) or [e-mail].

JOINT PROXY STATEMENT

The board of directors (the "Board") of each of DNP Select Income Fund Inc. ("DNP"), Duff & Phelps Utility and Infrastructure Fund Inc. ("DPG") and DTF Tax-Free Income 2028 Term Fund Inc. ("DTF" and, together with DNP and DPG, the "Funds" and each a "Fund") is soliciting proxies from the shareholders of each Fund for use at the joint annual meeting of shareholders to be held on Monday, March 11, 2024 and at any adjournment or postponement of that meeting. A proxy may be revoked at any time before it is voted, either by voting at the meeting or by written notice to the applicable Fund or delivery of a later-dated proxy.

The meeting is scheduled as a joint meeting of the respective shareholders of the Funds because the shareholders of each Fund are expected to consider and vote on similar matters. The Board has determined that the use of a joint proxy statement for the meeting is in the best interest of the shareholders of each Fund. In the event that any shareholder of a Fund virtually present at the meeting objects to the holding of a joint meeting, raises a reasonable basis for the objection, and moves for an adjournment of such Fund's meeting to a time immediately after the meeting, so that such Fund's meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Shareholders of each Fund will vote separately on each of the proposals relating to their respective Fund, and an unfavorable vote on a proposal by the shareholders of one Fund will not affect the implementation by the other Fund of such proposal if the shareholders of such other Fund approve the proposal.

Summary of Proposals to Be Voted Upon

Proposal		Fund and Classes of Shareholders Entitled to Vote
1a.	Election of Eileen A. Moran as a director of DNP		DNP common stock
1b. Election of Donald C. Burke as a director of DNP		DNP preferred stock
1c.	Election of Eileen A. Moran as a director of DPG		DPG common and preferred stock
1d. Election of Donald C. Burke as a director of DPG		DPG preferred stock
1e.	Election of Donald C. Burke and Eileen A. Moran as		DTF common stock
	directors of DTF

Shareholders of record of each Fund at the close of business on December 8, 2023 are entitled to notice of and to participate in the meeting. On the record date: DNP had 363,101,162 shares of common stock outstanding and 1,320 shares of preferred stock outstanding, DPG had 38,181,740 shares of common stock outstanding and 1,400,000 shares of preferred stock outstanding and DTF had 7,029,567 shares of common stock outstanding. Each share of common stock outstanding on the record date entitles the holder thereof to one vote for each director being elected by the common stock (with no cumulative voting permitted) and to one vote on each other matter. Each share of preferred stock outstanding on the record date entitles the holder thereof to one vote for each director being elected by the preferred stock (with no cumulative voting permitted) and to one vote on each other matter.

This proxy statement is first being mailed on or about January 24, 2024. The Funds will bear the cost of the annual meeting and this proxy solicitation. Total costs for the annual meeting and proxy solicitation, including printing and mailing proxy materials, are estimated at $225,000, and will be charged to the respective Funds based on their proportion of shareholder accounts except where another alternative allocation methodology is deemed more appropriate.

1

1. ELECTION OF DIRECTORS

The Board of each Fund is responsible for the overall management and operations of that Fund. As of the date of this joint proxy statement, the Board of each Fund is comprised of six directors. Directors of each Fund are divided into three classes and are elected to serve staggered three-year terms.

The persons named in the enclosed proxy intend to vote in favor of the election of the persons named below (unless otherwise instructed). Each of the nominees has consented to serve as a director of the Funds, if elected. In case any of the nominees should become unavailable for election for any unforeseen reason, the persons designated in the proxy will have the right to vote for a substitute.

Election of DNP Director (Proposal 1a. and 1b.)

At the meeting, holders of DNP common stock are entitled to elect one director for a term ending in 2027 and the holders of DNP preferred stock are entitled to elect one director for a term ending in 2027. If elected, Ms. Moran and Mr. Burke will serve until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of votes cast at the meeting by the holders of DNP common stock as to the director representing the common stock is necessary to elect that director. A plurality of votes cast at the meeting by the holders of DNP preferred stock as to the director representing the preferred stock is necessary to elect that director. Abstentions and broker-non-votes will be counted for purposes of determining whether a quorum is present at the meeting, but will not affect the determination of whether a director candidate has received a plurality of votes cast.

Election of DPG Director (Proposal 1c. and 1.d.)

At the meeting, holders of DPG common and preferred stock, voting as a single class, are entitled to elect one director for a term ending in 2027, and the holders of DPG preferred stock, voting as a separate class, are entitled to elect one director for a term ending in 2027. If elected, Ms. Moran and Mr. Burke will serve until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of votes cast at the meeting by the holders of DPG common and preferred stock, voting as a single class, as to the director representing the common and preferred stock is necessary to elect that director. A plurality of votes cast at the meeting by the holders of DPG preferred stock, voting as a separate class, as to the director representing the preferred stock is necessary to elect that director. Abstentions and broker-non-votes will be counted for purposes of determining whether a quorum is present at the meeting, but will not affect the determination of whether a director candidate has received a plurality of votes cast.

Election of DTF Directors (Proposal 1e.)

At the meeting, holders of DTF common stock are entitled to elect two directors for a term ending in 2027. If elected, Ms. Moran and Mr. Burke will serve until the annual meeting of shareholders in 2027 and until their respective successors are elected and qualified. A plurality of votes cast at the meeting by the holders of DTF common stock as to the directors representing the common stock is necessary to elect those directors. Abstentions and broker-non-votes will be counted for purposes of determining whether a quorum is present at the meeting, but will not affect the determination of whether a director candidate has received a plurality of votes cast.

2

Biographical Information about Nominees and Continuing Directors

Set forth in the table below are the names and certain biographical information about the nominees for the position of director and the continuing directors of the Funds. Except as noted:

• all of the directors are elected to the DNP Board by the holders of DNP common stock voting as a separate class;
• all of the directors are elected to the DPG Board by the holders of DPG common stock and preferred stock, voting as a single class; and
• all of the directors are elected to the DTF Board by the holders of DTF common stock.

All of the directors of the Funds are classified as independent directors because none of them are "interested persons" of the Funds, as defined in the Investment Company Act of 1940 (the "1940 Act"). Each of the current directors, except Mareilé B. Cusack, formerly served on the Board of Directors of Duff & Phelps Utility and Corporate Bond Trust Inc. until its merger into DNP in March 2021. The term "Fund Complex" refers to the Funds and all other investment companies advised by affiliates of Virtus Investment Partners, Inc. ("Virtus"), the Adviser's parent company. The address for all directors is c/o Duff & Phelps Investment Management Co., 10 South Wacker Drive, Suite 1900, Chicago, Illinois 60606.

3

								Number of		Other
								Portfolios in		Directorships
						Principal		Fund Complex		Held
				Term of		Occupation(s)		Overseen by		by the Director
		Positions		Office and		During Past		Director or		or Nominee for
		Held		Length of		5 Years &		Nominee for		Director
Name, Address and Age		with Funds		Time Served		Qualifications		Director		During Past 5 Years
Nominee Directors-Independent Directors
Donald C. Burke(1)(2)		Director		Nominee for a		Private investor	104		Director, Avista
Age: 63				term expiring		since 2009;				Corp. (energy
				2027; Director		President and Chief				company);
				of DNP, DPG		Executive Officer,				Trustee,
				and DTF since		BlackRock U.S.				Goldman Sachs
			2014.		Funds 2007-2009;				Fund Complex
						Managing Director,			2010-2014;
						BlackRock Inc.				Director,
					2006-2009;				BlackRock
						Managing Director,				Luxembourg
						Merrill Lynch				and Cayman
						Investment				Funds 2006-
						Managers 1990-			2010
					2006
		Mr. Burke was selected to serve on the Board because of his extensive
		experience with mutual funds, including as president and chief executive officer
		of a major fund complex, and subsequently as an independent trustee of another
		major fund complex, and because of his knowledge of the utility industry derived
		from his service on the board of a public company involved in the production,
		transmission and distribution of energy.
Eileen A. Moran		Director		Nominee for a		Private investor	3
Age: 69		and Vice		term expiring		since 2011;
		Chair of		2027; Director		President and Chief
		the Board		of DNP since		Executive Officer,
				2008, of DPG		PSEG Resources
				since 2011 and		L.L.C. (investment
				of DTF since		company) 1990-
			1996	2011

Ms. Moran was selected to serve on the Board because of her experience in managing a large portfolio of assets, a significant portion of which were invested in the electric and natural gas utility industry.

4

								Number of		Other
								Portfolios in		Directorships
						Principal		Fund Complex		Held
				Term of		Occupation(s)		Overseen by		by the Director
		Positions		Office and		During Past		Director or		or Nominee for
		Held		Length of		5 Years &		Nominee for		Director
Name, Address and Age		with Funds		Time Served		Qualifications		Director		During Past 5 Years
Continuing Directors-Independent Directors
Mareilé B. Cusack		Director		Term expires		General Counsel,	3
Age: 65				2026; Director		Ariel Investments,
				of DNP, DPG		LLC (registered
				and DTF since		investment adviser)
			2023.		2008-2023 (Chief
						Privacy Officer
						2019-January 2023,
						Senior Vice
						President 2012-
						2023, Anti-Money
						Laundering Officer
						2010-January 2023
						and Vice President
						2007-2012); Vice
						President, Ariel
						Investment Trust
						(mutual fund
						complex) 2008-
						2023 (Anti-Money
						Laundering Officer
						2010-February
						2023, Secretary

2014-2023 and Assistant Secretary 2008-2014); Vice President, General Counsel, Secretary and Anti-Money Laundering Officer, Ariel Distributors, LLC (registered broker- dealer) 2008-2023; Vice President and General Counsel, Ariel Alternatives, LLC (registered investment adviser), Project Black Management

5

								Number of		Other
								Portfolios in		Directorships
						Principal		Fund Complex		Held
				Term of		Occupation(s)		Overseen by		by the Director
		Positions		Office and		During Past		Director or		or Nominee for
		Held		Length of		5 Years &		Nominee for		Director
Name, Address and Age		with Funds		Time Served		Qualifications		Director		During Past 5 Years
						Co. (relying
						adviser) and Ariel
						GP Holdco,
						managing member
						to Project Black,
						LP (private fund)
						2021-2023; Vice
						President and
						Associate General
						Counsel, Chicago
						Stock Exchange
						March-October
						2007 (Chief
						Enforcement
						Counsel 2004-
						2007); Chief Legal
						Officer, Illinois
						Gaming Board
						1995-2001; Branch
						Chief, Branch of
						Interpretations and
						Small Offering
						Issuers, Chicago
						Regional Office,
						U.S. Securities and
						Exchange
						Commission 1991-
						1995 (Staff
						Attorney,
						Enforcement
						Division, 1988-
					1991)

Ms. Cusack was selected to serve on the Board because of her extensive knowledge of asset management and mutual fund operations and strategy gained from her experience as a general counsel and officer of an asset management company, as an officer for a related registered mutual fund complex and her prior work experience at state and federal regulatory agencies, including the U.S. Securities and Exchange Commission.

6

								Number of		Other
								Portfolios in		Directorships
						Principal		Fund Complex		Held
				Term of		Occupation(s)		Overseen by		by the Director
		Positions		Office and		During Past		Director or		or Nominee for
		Held		Length of		5 Years &		Nominee for		Director
Name, Address and Age		with Funds		Time Served		Qualifications		Director		During Past 5 Years
Continuing Directors-Independent Directors
Philip R. McLoughlin		Director		Term expires		Private investor	104		Chairman of
Age: 77				2025; Director		since 2010				the Board,
				of DNP since						Lazard World
				2009, of DPG						Trust Fund
				since 2011 and						(closed-end
				of DTF since						fund) 2010-
			1996						2019 (Director
									1991-2019)
		Mr. McLoughlin was selected to serve on the Board because of his understanding
		of asset management and mutual fund operations and strategy gained from his
		experience as chief executive officer of an asset management company and chief
		investment officer of an insurance company.
Geraldine M. McNamara(1)(2)		Director		Term expires		Private investor	104
Age: 72				2026; Director		since 2006;
				of DNP since		Managing Director,
				2009, of DPG		U.S. Trust Company
				since 2011 and		of New York
				of DTF since	1982-2006
			2003

Ms. McNamara was selected to serve on the Board because her experience of advising individuals on their personal financial management has given her an enhanced understanding of the goals and expectations that individual investors bring to the Funds.

7

								Number of		Other
								Portfolios in		Directorships
						Principal		Fund Complex		Held
				Term of		Occupation(s)		Overseen by		by the Director
		Positions		Office and		During Past		Director or		or Nominee for
		Held		Length of		5 Years &		Nominee for		Director
Name, Address and Age		with Funds		Time Served		Qualifications		Director		During Past 5 Years
Continuing Directors-Independent Directors
David J. Vitale		Director		Term expires		Chair of the Board	3		Director, Ariel
Age: 77		and Chair		2025; Director		of DNP and DTF				Alternatives,
		of the		of DNP since		since 2009 and				LLC; Director,
		Board		2000, of DPG		DPG since				United Airlines
				since 2011 and		2011; Advisor,				Holdings, Inc.
				of DTF since		Ariel Investments,				(airline holding
			2005		LLC 2019-2021;				company)
						President, Chicago			2006-2022;
						Board of Education				Director, Ariel
						2011-2015; Senior				Investments,
						Advisor to the				LLC 2001-
						CEO, Chicago				2021; Wheels,
						Public Schools				Inc.
						2007-2008 (Chief				(automobile
						Administrative				fleet
						Officer 2003-				management)
						2007); President				2001-2021; and
						and Chief				Chairman,
						Executive Officer,				Urban
						Board of Trade of				Partnership
						the City of				Bank 2010-
						Chicago, Inc. 2001-			2019
						2002; Vice
						Chairman and
						Director, Bank One
						Corporation

8