SEC Form N-CSRS filed by Duff & Phelps Utility and Infrastructure Fund Inc.
$DPG
Trusts Except Educational Religious and Charitable
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22533
Duff & Phelps Utility and Infrastructure Fund Inc.
(Exact name of registrant as specified in charter)
10 South Wacker Drive, 19th Floor
Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
| Alan M. Meder Duff & Phelps Utility and Infrastructure Fund Inc. 10 South Wacker Drive, 19th Floor Chicago, Illinois 60606 |
Adam D. Kanter Mayer Brown LLP 1999 K Street, NW Washington, DC 20006-1101 |
(Name and address of agent for service)
Registrant’s telephone number, including area code: 312-368-5510
Date of fiscal year end: October 31
Date of reporting period: April 30, 2025
| Item 1. | Reports to Stockholders. |
| (a) | The Report to Shareholders is attached herewith. |
Semi-Annual
Report
April 30, 2025
Fund
Distributions and Managed Distribution Plan: In June 2015, the Board of Directors (the “Board”) of Duff & Phelps Utility and Infrastructure Fund Inc. (“DPG” or the
“Fund”) adopted a Managed Distribution Plan (the “Plan”) which currently provides for the Fund to continue to make a monthly distribution on its common stock of 7.0 cents per share. Under the Plan, the Fund will
distribute all available investment income to shareholders, consistent with the Fund’s investment objective. If and when sufficient investment income is not available on a quarterly basis, the Fund will distribute long-term capital gains
and/or return capital to its shareholders in order to maintain the steady distribution rate that has been approved by the Board.
If the
Fund estimates that it has distributed more than its income and capital gains in a particular period, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you
invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
You should not draw any
conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s Managed Distribution Plan.
Whenever
a quarterly distribution includes a capital gain or return of capital component, the Fund will provide you with a written statement indicating the sources of the distribution and the amount derived from each source.
The
amounts and sources of distributions reported in your quarterly written statements are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the
Fund’s investment results during its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report distributions for federal income tax
purposes.
The Board
may amend, suspend, or terminate the Managed Distribution Plan without prior notice to shareholders if it deems such action to be in the best interests of the Fund and its shareholders. For example, the Board might take such action if the Plan had
the effect of shrinking the Fund’s assets to a level that was determined to be detrimental to Fund shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount if the Fund’s stock is
trading at or above net asset value or widening an existing trading discount.
The
Managed Distribution Plan is described in a Question and Answer format on your Fund’s website, www.dpimc.com/dpg under the “Dividend and Distributions” tab. The tax characterization of the Fund’s historical distributions can
also be found on the website under the “Tax Information” tab.
LETTER TO SHAREHOLDERS
JUNE 12, 2025
Dear Fellow Shareholders:
Board Actions:
The Fund declared six monthly distributions in the first half of the 2025 fiscal year. The 7-cent monthly dividend, without compounding, is 84-cents on an annualized basis, which is equal to 6.9% of the April 30, 2025 closing price of $12.22
per share. Please refer to the inside front cover of this report and the portion of this letter captioned “About Your Fund” for important information about the Fund and its Managed Distribution Plan.
Performance Review: For the six months ended April 30, 2025, on a net asset value (“NAV”) basis, the Fund’s total return (income plus change in the NAV of the portfolio) was 8.9% and its market value total return was
10.5%, compared to the Composite Index’s 5.1% total return. The Composite Index is composed of the MSCI USA Utilities Index (net), the MSCI World ex USA Utilities Index (net), the Alerian US Midstream Energy Index, the FTSE All-World
Telecommunications Index, and the MSCI World Core Infrastructure Selected GICS® Index, with each index weighted to reflect the sector allocation of the Fund. The
Fund’s five-year annualized total return on NAV was 13.5% through April 30, 2025, in line with the Composite Index, which had a 13.6% annualized total return for that same period. On a market value basis, the Fund had a five-year
annualized total return of 14.7% through April 30, 2025.
| Total
Return1 For the period indicated through April 30, 2025 | ||||
| Six Months | One Year | Five
Years (annualized) |
Ten
Years (annualized) | |
| Duff & Phelps Utility and Infrastructure Fund Inc. | ||||
| Market Value2 | 10.5% | 42.6% | 14.7% | 4.7% |
| Net Asset Value3 | 8.9% | 34.4% | 13.5% | 3.7% |
| Composite Index4 | 5.1% | 24.4% | 13.6% | 5.7% |
| MSCI USA Utilities Index (net)4 | -0.1% | 21.0% | 9.4% | 8.3% |
| Alerian US Midstream Energy Index4 | 7.8% | 30.8% | 31.0% | N/A |
| FTSE All-World Telecommunications Index4 | 7.4% | 22.0% | 5.4% | 2.4% |
| MSCI World Core Infrastructure Selected GICS® Index4 | 1.2% | 3.4% | N/A | N/A |
| MSCI World ex USA Utilities Index (net)4 | 15.6% | 26.5% | 8.9% | 5.8% |
| 1 | Past performance is not indicative of future results. Current performance may be lower or higher than performance in historical periods. |
| 2 | Total
return on market value assumes a purchase of common stock at the closing market price of the last business day of the prior period and a sale at the closing market price on the last business day of each period shown in the table and
assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the Fund’s dividend reinvestment plan. Total return on market value does not reflect the deduction of taxes that a shareholder may pay on fund distributions or the sale of fund shares. In addition, when buying or selling stock, you would ordinarily pay brokerage expenses. Because brokerage expenses and taxes are not reflected in the above calculations, your total return net of brokerage and tax expense would be lower than the total return on market value shown in the table. Source: Administrator of the Fund. |
1
| 3 | Total return on NAV uses the same methodology as is described in note 2, but with use of NAV for beginning, ending and reinvestment values. Because the Fund’s expenses (ratios detailed on page 15 of this report) reduce the Fund’s NAV, they are already reflected in the Fund’s total return on NAV shown in the table. NAV represents the underlying value of the Fund’s net assets, but the market price per share may be higher or lower than the NAV. Source: Administrator of the Fund. |
| 4 | The Composite Index is a composite of the returns of the Alerian US Midstream Energy, MSCI USA Utilities (net), MSCI World ex USA Utilities, MSCI World Core Infrastructure Selected GICS (net), and FTSE All-World Telecommunications Indices, weighted monthly to reflect the stock sector allocation of the Fund based on beginning of month market values. The MSCI World Core Infrastructure Selected GICS Index (net) incepted on November 1, 2020, and thus does not have five- and ten-year return information. The Alerian US Midstream Energy Index was launched June 25, 2018 and therefore does not have ten-year return information. Prior to November 1, 2018, the Composite Index was a composite of the returns of the Alerian MLP, MSCI USA Utilities, MSCI World ex USA Utilities (net), and MSCI World Telecom Indices, weighted monthly to reflect the stock sector allocation of the Fund based on beginning of month market values. The November 1, 2018 change in the indices comprising the Composite Index was discussed in the 2018 Annual Report. The indices are calculated on a total return basis, net of foreign withholding taxes, with dividends reinvested. Indices are unmanaged; their returns do not reflect any fees, expenses, or sales charges; and they are not available for direct investment. Source: Index returns were obtained from MSCI and Morningstar Direct. |
The overall equity market environment was
volatile in the first half of the Fund’s fiscal year, the six months ended April 30, 2025. Global equity markets were broadly strong through February. In the U.S, the S&P 500 Index hit a number of new, record highs through
mid-February. The market pulled back in the later part of February and in March as initial tariffs were enacted by President Trump. The rollout of further tariffs in early April led to a large market decline, with only a partial recovery
by the end of April. The Fund’s sectors generally outperformed the broader equity markets, likely due to their more defensive nature and their lower exposure to tariffs.
We noted in our last Letter to Shareholders that
we thought a number of European utilities were attractive due to improving fundamentals and low valuations. Market volatility over the last six months may have fostered more appreciation of these factors as the international utilities
sector was the best-performing Fund sector, with the benchmark MSCI World ex USA Utilities Index (net) up 15.6%. However, even after this recent run-up, some valuation measures for European utilities as a group are still below long-term
averages, and many have supportive fundamentals and attractive yield.
Domestic utilities had surprisingly strong
performance in the Fund’s last fiscal year but were the worst-performing of the Fund’s sector in the first half of this fiscal year. The MSCI USA Utilities Index (net) had slightly negative performance over the past six months,
although it still outperformed the broader U.S. equity market, as measured by the S&P 500 Index. Domestic utilities continue to enjoy a tailwind from long-term growth in electric demand, creating the need for utility capital investment,
which should drive earnings growth. However, investors have grown more concerned over issues such as increased financing costs and customer bill pressure creating regulatory pushback. Possibly of greater concern for investors are changes
to the renewable energy federal tax credits, which are currently being debated as part of the budget reconciliation process. Cuts to the credits could significantly raise the cost of renewable energy, likely prompting project delays or
cancellation, which could lower utility investment and raise customer rates. The impact of tax credit changes would be even more acute for domestic renewables developers, the largest being NextEra Energy, and for some international utilities
active in renewables development in the U.S.
The midstream energy sector has had several years
of strong stock performance, making it somewhat vulnerable to changes in investors’ outlook. One blow to investors’ confidence came in the form of tariff developments over the past several months, which created fears of a global
economic slowdown that would reduce demand for energy. An even greater hit came from the decision of the group of OPEC+ nations to “flood the market” and rapidly increase crude oil production. Despite these developments over
the past several months, early gains kept the performance of the benchmark Alerian US Midstream Energy Index up 7.8% for the first half of the fiscal year.
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The global telecom services sector performed well
over the past six months as growth remained solid and the sector was viewed as defensive with little exposure to tariffs. Finally, the transportation infrastructure sector was up slightly in the first half of the fiscal year. Domestic
railroads were impacted by tariff fears, as we discuss more below, but international airports and toll roads saw growing year-over-year volumes, and their stocks performed well.
Tariff Implications for the Fund: With a few exceptions, the Fund’s sectors saw limited direct impact due to concerns over increased tariffs. Domestic telecom service providers, for example, noted the possibility of a small increase in
costs, but also saw a positive pull forward in demand for handsets. Tower companies did not call out significant impacts from tariffs.
In the transportation infrastructure sector, rail
roads are probably the most exposed to increased tariffs. Initially, import and export volumes were expected to slow significantly, although this view has now moderated and the actual hard data to date shows volume increases as manufacturers
and retailers rushed to import goods ahead of the tariffs. Much of the volume declines are also expected to be in low-margin, intermodal traffic. Despite the threat from tariffs, it appears that overall rail volumes and revenue growth in
2025 should remain positive.
A number of
domestic utilities estimated that tariffs, as originally proposed, before mitigation, could increase their overall capex costs by roughly one to three percent. However, those higher costs would normally be recovered in rates over time
and would not affect earnings.
Finally, the
direct impact of tariffs on the midstream energy sector was estimated to be fairly small. Canadian energy exports were exempted from tariffs. There were countervailing impacts in the export of propane, ethane, and LNG, and these remain
in flux. There could also be higher costs to the industry in the form of higher pipe (steel) costs. As noted above, there are fears that tariffs could slow the global economy, lowering the demand for energy and decreasing volumes
for U.S. midstream companies. Nevertheless, at least in the short-term, all the tariff concerns have been dwarfed by announced increases in oil production from OPEC+ and investors’ fears of more to come!
Share Repurchase Plan: At its June 2025 meeting, the Board reauthorized the Fund’s share repurchase plan. Under the plan, the Fund is authorized to purchase up to 5% of outstanding shares on a discretionary basis. The plan
seeks to enhance shareholder value by purchasing shares in the open market at a discount to NAV, which will result in incremental accretion to the Fund’s NAV. Since the plan’s adoption in June 2024 through April 30, 2025, the Fund
purchased 1,461,297 shares, or 3.8% of beginning shares, at an average price of $11.23 per share. The share purchases had a positive five cents per share impact on Fund NAV over the past 12 months.
Board of Directors Meeting: At the regular June 2025 Board meeting, the Board declared a monthly of distribution of 7-cents per share to holders of record of common stock on July 31, 2025; August 29, 2025; and September 30, 2025 with the
distributions to be payable on August 11, 2025; September 10, 2025; and October 10, 2025. At the regular March 2025 Board meeting, the Board declared monthly distributions of 7-cent per share to holders of record of common stock on April 30,
2025; May 30, 2025; and June 30, 2025 with the distributions to be payable on May 12, 2025; June 10, 2025; and July 10, 2025.
Issuance of New Leverage and the Impact of Leverage
on the Fund: The use of leverage enables the Fund to borrow at short-term rates and invest at potentially higher yields on equity holdings. As of April 30, 2025, the Fund’s leverage consisted of $35
million of floating rate preferred stock and $125 million of floating rate debt. On that date, the total amount of leverage represented approximately 24% of the Fund’s total assets. As outlined in Notes 7 and 8 to the Fund’s
financial statements, the Fund’s borrowings and preferred shares pay interest and
3
dividends based on the three-month term Secured Overnight Financing
Rate, and the Overnight Bank Funding Rate, respectively, and rising interest rates increase the cost of the Fund’s leverage.
On May 29, 2025, the Fund issued $25 million of
new Series D Floating Rate Mandatory Redeemable Preferred Shares (the “Series D MRP Shares”). The proceeds, along with $10 million of additional borrowing under the Fund’s existing credit facility, were used on May 30, 2025
to redeem the $35 million of outstanding Floating Rate Mandatory Redeemable Preferred Shares, Series C. The total amount of Fund leverage remained unchanged and, as of May 31, 2025, the Fund had $25 million of floating rate preferred
stock and $135 million of floating rate debt outstanding.
The amount and type of leverage used by the Fund
is reviewed quarterly by the Board based on the Fund’s expected earnings relative to the anticipated costs (including fees and expenses) associated with the leverage. In addition, the long-term expected benefits of leverage are weighed
against the potential effect of increasing the volatility of both the Fund’s NAV and the market value of its common stock. The use of leverage increases the benefits to the Fund when equity valuations are rising and conversely,
exacerbates the negative impact when equity valuations are falling.
The Federal Open Market Committee
(“FOMC”) is the committee within the Federal Reserve that sets domestic monetary policy. At its November 7, 2024 meeting, the FOMC lowered the federal funds rate by 0.25% to a target range of 4.50-4.75%. Since that meeting,
the FOMC has remained on hold. Current market expectations are that the committee will further lower the federal funds rate in 2025, although there is fairly wide variation in the number and timing of expected
cuts.
If interest
rates were to rise in the future, this would generally have a negative impact on income-oriented investments. The negative impact could be mitigated, to some extent, if improved growth accompanied the rising rates. The negative impact of
rising interest rates can also potentially be mitigated by an improved outlook for long-term inflation, or by relative sector performance.
The amount and type of leverage employed by the
Fund can be modified or eliminated at any time due to the need to meet asset coverage requirements of the leverage or if the Board came to view the long-term expected benefits of the leverage less favorably.
Managed Distribution Plan: As discussed on the inside cover of this Report, the Fund currently operates under a Managed Distribution Plan (the “Plan”) pursuant to which the Fund will make a monthly distribution at a rate of 7-cent per
share. As a result of execution on the Plan, the Fund may pay distributions in excess of the Fund’s taxable net investment income and net realized gains. During the most recent fiscal period, the Plan did not have a material impact
on the Fund’s investment strategy. Refer to the financial highlights and income tax information section in this report for further information about the Fund’s distributions and its effect on net asset value.
Visit us on the Web—You can obtain more information about the Fund, including the most recent shareholder financial reports and distribution information, at our website, www.dpimc.com/dpg. We appreciate your interest in Duff & Phelps Utility and Infrastructure Fund Inc., and we will continue to do
our best to be of service to you.
| Eric Elvekrog,
CFA, CPA President and Chief Executive Officer |
David Grumhaus Vice President & Chief Investment Officer |
4
Certain statements in this report are
forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the
portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to
numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.
5
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS
April 30, 2025
April 30, 2025
(Unaudited)
($ reported in thousands)
The accompanying notes are an integral part of these
financial statements.
6
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
April 30, 2025
(Unaudited)
($ reported in thousands)
| Shares | Description | Value | ||
| 66,500 |
Canadian Pacific Kansas City Ltd.
(Canada) |
$ 4,830 | ||
| 127,000 |
CSX Corp.
(1) |
3,565 | ||
| 24,800 |
Union Pacific Corp.
(1) |
5,348 | ||
| 17,133 | ||||
| ■ Telecom Tower REITs—0.9% | ||||
| 19,000 |
American Tower Corp.
(1) |
4,283 | ||
| Total
Common Stocks & MLP Interests (Cost $531,608) |
647,197 | |||
| TOTAL
INVESTMENTS—130.6% (Cost $531,608) |
647,197 | |||
| Secured borrowings—(25.2)% | (125,000) | |||
| Mandatory Redeemable Preferred Shares at liquidation value—(7.1)% | (35,000) | |||
|
Other assets less other
liabilities—1.7% |
8,275 | |||
| NET ASSETS APPLICABLE TO COMMON STOCK—100.0% | $ 495,472 | |||
| (1) | All or a portion of the security is segregated as collateral for borrowings. The value of securities segregated as collateral is $292,105. |
The percentage shown for each investment category is
the total value of that category as a percentage of the net assets applicable to common stock of the Fund.
The accompanying notes are an integral part of
these financial statements.
7
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
April 30, 2025
(Unaudited)
($ reported in thousands)
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 for 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 Investment Adviser’s Valuation Committee’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 April 30, 2025:
| Level 1 | |
|
Common stocks & MLP
interests |
$647,197 |
|
Total
investments |
$647,197 |
There were no Level 2 or
Level 3 priced securities held at April 30, 2025 and there were no transfers into or out of Level 3 related to securities held at April 30, 2025.
The
accompanying notes are an integral part of these financial statements.
8
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
SCHEDULE OF INVESTMENTS—(Continued)
April 30, 2025
(Unaudited)
SECTOR ALLOCATION*
* Percentages are based on total
investments rather than net assets applicable to common stock.
| Currency Abbreviations: | |
| AUD | Australian Dollar |
| CAD | Canadian Dollar |
| CHF | Swiss Franc |
| EUR | Euro |
| GBP | United Kingdom Pound Sterling |
| MXN | Mexican Peso |
| USD | United States Dollar |
The accompanying notes are an integral part of these financial
statements.
9
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2025
(Unaudited)
(Reported in thousands except shares and per share
amounts)
| Assets: | |
|
Investments at value (cost $531,608)
|
$647,197 |
|
Foreign currency at value (cost
$—1) |
2 |
|
Cash
|
9,435 |
| Receivables: | |
|
Investment securities sold
|
1,880 |
|
Dividends
|
554 |
|
Tax reclaims
|
473 |
|
Prepaid expenses
|
51 |
|
Total
assets |
659,592 |
| Liabilities: | |
|
Secured borrowings (Note
8) |
125,000 |
| Payables: | |
|
Common shares repurchased
|
140 |
|
Dividend distributions on common
stock |
2,571 |
|
Investment advisory fees (Note
3) |
531 |
|
Administrative fees (Note
3) |
50 |
|
Interest on secured borrowings (Note
8) |
563 |
|
Interest on floating rate mandatory redeemable preferred shares (Note
7) |
190 |
|
Accrued
expenses |
90 |
|
Floating rate mandatory redeemable preferred shares (liquidation preference $35,000, net of deferred offering costs of $15 (Note
7) |
34,985 |
|
Total
liabilities |
164,120 |
|
NET ASSETS APPLICABLE TO COMMON
STOCK |
$495,472 |
| CAPITAL: | |
|
Common stock ($0.001 par value; 596,000,000 shares authorized and 36,720,443 shares issued and
outstanding) |
$ 37 |
|
Additional paid-in
capital |
367,800 |
|
Total distributable earnings (accumulated
losses) |
127,635 |
|
Net assets applicable to common
stock |
$495,472 |
|
NET ASSET VALUE PER SHARE OF COMMON
STOCK |
$ 13.49 |
| 1 | Amount is less than $500 (not in thousands). |
The accompanying notes are an integral part of these financial
statements.
10
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
April 30, 2025
(Unaudited)
($ reported in thousands)
| INVESTMENT INCOME: | |
|
Dividends (less foreign withholding tax of
$188) |
$11,009 |
|
Less return of capital distributions (Note
2) |
(2,325) |
|
Total investment
income |
8,684 |
| EXPENSES: | |
|
Investment advisory fees (Note
3) |
3,200 |
|
Administrative fees (Note
3) |
241 |
|
Interest expense and fees on secured borrowings (Note
8) |
3,308 |
|
Interest expense and amortization of deferred offering costs on preferred shares (Note
7) |
1,187 |
|
Reports to shareholders
|
109 |
|
Professional
fees |
100 |
|
Directors’ fees (Note
3) |
36 |
|
Accounting agent
fees |
24 |
|
Custodian fees
|
9 |
|
Transfer agent
fees |
6 |
|
Other
expenses |
63 |
|
Total
expenses |
8,283 |
|
Net investment income
(loss) |
401 |
| REALIZED AND UNREALIZED GAIN (LOSS): | |
|
Net realized gain (loss) on
investments |
31,211 |
|
Net realized gain (loss) on foreign currency transactions
|
(31) |
|
Net realized gain (loss) on written
options |
548 |
|
Net change in unrealized appreciation / depreciation on investments and foreign currency
translation |
8,466 |
|
Net change in unrealized appreciation / depreciation on written
options |
(289) |
|
Net realized and unrealized gain
(loss) |
39,905 |
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM
OPERATIONS |
$40,306 |
The accompanying notes are an integral part of these financial
statements.
11
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENTS OF CHANGES IN NET ASSETS
($ reported in
thousands)
| For
the six months ended April 30, 2025 (Unaudited) |
For
the year ended October 31, 2024 | ||
| OPERATIONS: | |||
|
Net investment income
(loss) |
$ 401 | $ (553) | |
|
Net realized gain
(loss) |
31,728 | 42,749 | |
|
Net change in unrealized appreciation / depreciation
|
8,177 | 100,192 | |
|
Net increase (decrease) in net assets applicable to common stock resulting from
operations |
40,306 | 142,388 | |
| DISTRIBUTIONS TO COMMON STOCKHOLDERS: | |||
|
Net investment income and capital
gains |
(401) * | (12,668) | |
|
In excess of net investment
income |
(15,141) * | — | |
|
Return of
capital |
— | (21,909) | |
|
Decrease in net assets from distributions to common stockholders (Note
6) |
(15,542) | (34,577) | |
| From Capital Share Transactions | |||
|
Common shares repurchased (Note 9) (596,142 and 865,155 shares,
respectively) |
(7,061) | (9,345) | |
| Increase (Decrease) in net assets from capital share transactions | (7,061) | (9,345) | |
|
Total increase (decrease) in net
assets |
17,703 | 98,466 | |
| TOTAL NET ASSETS APPLICABLE TO COMMON STOCK: | |||
|
Beginning of
period |
477,769 | 379,303 | |
|
End of
period |
$495,472 | $477,769 |
| * | Allocations to net investment income, net realized gain and/or return of capital will be determined at fiscal year end. |
The accompanying notes are an integral part of these financial
statements.
12
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
April 30, 2025
(Unaudited)
($ reported in thousands)
| Increase (Decrease) in cash | |
| Cash flows provided by (used in) operating activities: | |
|
Net increase (decrease) in net assets resulting from operations
|
$ 40,306 |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | |
|
Proceeds from
sale of long-term
investments |
144,430 |
|
(Increase) Decrease in investment securities sold receivable
|
(1,880) |
|
Purchases of long-term investments
|
(117,590) |
|
Net (purchases) or sales of money market mutual
funds |
3,831 |
|
Net change in unrealized (appreciation)/depreciation on
investments |
(8,436) |
|
Net change in unrealized (appreciation)/depreciation on written options
|
289 |
|
Net realized (gain)/loss on investments
|
(31,211) |
|
Net realized (gain)/loss from written options
|
(548) |
|
Return of capital distributions on
investments |
2,325 |
|
Proceeds from litigation
settlements |
153 |
|
Net proceeds from written
options |
85 |
|
Amortization of deferred offering costs on mandatory redeemable preferred
shares |
23 |
|
(Increase) Decrease in tax reclaims receivable
|
113 |
|
(Increase) Decrease in
dividends
receivable |
300 |
|
(Increase) Decrease in prepaid
expenses |
(31) |
|
Increase (Decrease) in interest payable on secured
borrowings |
(69) |
|
Increase (Decrease) in interest payable on mandatory redeemable preferred
shares |
(15) |
|
Increase (Decrease) in affiliated expenses
payable |
(15) |
|
Increase (Decrease) in non-affiliated expenses
payable |
(3) |
|
Cash provided by (used in) operating
activities |
32,057 |
| Cash provided by (used in) financing activities: | |
|
Common shares
repurchased |
(7,036) |
|
Cash distributions paid to shareholders
|
(15,584) |
|
Cash provided by (used in) financing
activities: |
(22,620) |
|
Net increase (decrease) in
cash |
9,437 |
|
Foreign currency at beginning of
period |
— (a) |
| Cash and foreign currency at end of period | $ 9,437 |
| (a) Amount is less than $500 (not in thousands). |
The accompanying notes are an integral part of these financial
statements.
13
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
STATEMENT OF CASH FLOWS (Continued)
FOR THE SIX MONTHS ENDED
April 30, 2025
(Unaudited)
($ reported in thousands)
| Supplemental cash flow information: | |
|
Cash paid during the period for interest expense on secured
borrowings |
$3,377 |
|
Cash paid during the period for interest expense on floating rate mandatory redeemable preferred
shares |
$1,179 |
The accompanying notes are an integral part of these financial
statements.
14
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
FINANCIAL HIGHLIGHTS—SELECTED PER SHARE DATA AND RATIOS
The table below provides information about income
and capital changes for a share of common stock outstanding throughout the periods indicated (excluding supplemental data provided below):
| For
the six months ended April 30, 2025 (Unaudited) |
For the year ended October 31, | ||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | |||||||
| PER SHARE DATA: | |||||||||||
|
Net asset value, beginning of
period |
$ 12.80 | $ 9.93 | $ 12.20 | $ 13.93 | $ 12.11 | $ 16.40 | |||||
|
Net investment income
(loss) |
0.01 | (0.01) | (0.04) | 0.12 | 0.12 | 0.22 | |||||
|
Net realized and unrealized gain
(loss) |
1.08 | 3.76 | (0.97) | (0.45) | 3.10 | (3.11) | |||||
| Net increase (decrease) from investment operations applicable to common stock | 1.09 | 3.75 | (1.01) | (0.33) | 3.22 | (2.89) | |||||
| Distributions on common stock: | |||||||||||
|
Net investment
income |
(0.01) | (0.33) | (0.03) | (0.12) | — | (0.71) | |||||
|
In excess of net investment income
|
(0.41) | — | — | — | — | — | |||||
|
Return of
capital |
— | (0.58) | (1.23) | (1.28) | (1.40) | (0.69) | |||||
| Total distributions | (0.42) | (0.91) | (1.26) | (1.40) | (1.40) | (1.40) | |||||
|
Anti-dilutive impact of share repurchase program (Note
9) |
0.02 | 0.03 | — | — | — | — | |||||
|
Net asset value, end of
period |
$ 13.49 | $ 12.80 | $ 9.93 | $ 12.20 | $ 13.93 | $ 12.11 | |||||
|
Market value, end of
period |
$ 12.22 | $ 11.46 | $ 8.27 | $ 13.26 | $ 14.26 | $ 10.20 | |||||
| RATIOS
TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCK: |
|||||||||||
|
Operating
expenses |
3.44%* | 4.08% | 4.12% | 2.51% | 2.27% | 2.82% | |||||
|
Operating expenses, without
leverage |
1.56%* | 1.61% | 1.66% | 1.62% | 1.62% | 1.67% | |||||
|
Net investment income
(loss) |
0.17%* | (0.13)% | (0.35)% | 0.85% | 0.88% | 1.59% | |||||
| SUPPLEMENTAL DATA: | |||||||||||
|
Total return on market
value(1) |
10.52% | 51.60% | (30.11)% | 3.04% | 55.26% | (25.95)% | |||||
|
Total return on net asset
value(1) |
8.88% | 39.57% | (9.21)% | (2.67)% | 27.62% | (17.42)% | |||||
|
Portfolio turnover
rate |
18% | 54% | 32% | 50% | 45% | 50% | |||||
|
Net assets applicable to common stock, end of period (000’s
omitted) |
$495,472 | $477,769 | $379,303 | $464,928 | $529,152 | $459,201 | |||||
|
Secured borrowing outstanding, end of period (000’s
omitted) |
$125,000 | $125,000 | $125,000 | $155,000 | $170,000 | $130,000 | |||||
|
Asset coverage on secured
borrowings(2) |
$ 5,244 | $ 5,102 | $ 4,314 | $ 4,258 | $ 4,348 | $ 5,148 | |||||
|
Mandatory redeemable preferred shares, end of period (000’s
omitted)(3) |
$ 35,000 | $ 35,000 | $ 35,000 | $ 40,000 | $ 40,000 | $ 80,000 | |||||
|
Asset coverage on mandatory redeemable preferred
shares(4) |
$ 102 | $ 100 | $ 84 | $ 85 | $ 88 | $ 80 | |||||
|
Asset coverage ratio on total leverage (secured borrowings and mandatory redeemable preferred shares), end of
period(5) |
410% | 399% | 337% | 338% | 352% | 319% | |||||
| * | Annualized. |
| (1) | Total return on market value assumes a purchase of common stock at the closing market price of the last business day of the prior period and a sale at the closing market price on the last business day of each period shown in the table and assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the Fund’s dividend reinvestment plan. Total return on market value does not reflect the deduction of taxes that a shareholder may pay on fund distributions or the sale of fund shares. In addition, when buying or selling stock, you would ordinarily pay brokerage expenses. Because brokerage expenses and taxes are not reflected in the above calculations, your total return net of brokerage and tax expense would be lower than the total return on market value shown in the table. Total return on net asset value uses the same methodology, but with the use of net asset value for beginning, ending and reinvestment values. |
| (2) | Represents value of net assets applicable to common stock plus the secured borrowings and mandatory redeemable preferred shares (“preferred shares”) outstanding at period end divided by the secured borrowings outstanding at period end, calculated per $1,000 principal amount of borrowing. The rights of debt holders are senior to the rights of the holders of the Fund’s common and preferred shares. |
| (3) | The Fund’s preferred shares are not publicly traded. |
| (4) | Represents value of net assets applicable to common stock plus secured borrowings and preferred shares outstanding at period end divided by the secured borrowings and preferred shares outstanding at period end, calculated per $25 liquidation preference per share of preferred shares. |
| (5) | Represents value of net assets applicable to common stock plus secured borrowings and preferred shares outstanding at period end divided by the secured borrowings and preferred shares outstanding at period end. |
The accompanying notes are an integral part of
these financial statements.
15
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 2025
April 30, 2025
(Unaudited)
Note 1. Organization
Duff & Phelps Utility and Infrastructure Fund
Inc. (“DPG” or the “Fund”) was incorporated under the laws of the State of Maryland on March 15, 2011. The Fund commenced operations on July 29, 2011, the date on which its initial public offering shares were issued, as a
non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek total return, resulting primarily from (i) a high
level of current income, with an emphasis on providing tax-advantaged dividend income, and (ii) growth in current income, and secondarily from capital appreciation.
Note 2. Significant Accounting
Policies
The Fund is an investment company
that follows the accounting and reporting guidance of Accounting Standards Codification (“ASC”) Topic 946 applicable to Investment Companies.
The following are the significant accounting
policies of the Fund:
A. Investment
Valuation: Equity securities traded on a national or foreign securities exchange or traded over-the-counter and quoted on the NASDAQ Stock Market are valued at the last reported sale price or, if there was no sale on
the valuation date, then the security is valued at the closing bid price, in each case using valuation data provided by an independent pricing service, and are generally classified as Level 1. Equity securities traded on more than one securities
exchange shall be valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities and are classified as Level 1. If there was no sale on
the valuation date, then the security is valued at the closing bid price of the exchange representing the principal market for such securities. Exchange traded options are valued at the last posted settlement price on the market where such option is
principally traded and are classified as Level 1. If an option is not traded on valuation date, the option will be fair valued, and classified as Level 2. The Fund’s Board of Directors has designated the Investment Adviser as the
valuation designee to perform fair valuations pursuant to Rule 2a-5 under the 1940 Act. Any securities for which it is determined that market prices are unavailable or unreliable are fair valued using the Investment Adviser’s Valuation
Committee’s own assumptions and are classified as Level 2 or 3 based on the valuation inputs.
B. Investment
Transactions and Investment Income: Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is recognized
on the ex-dividend date or, in the case of certain foreign securities, as soon as the Fund is notified. Interest income and expense are recognized on the accrual basis.
The Fund’s investments include master
limited partnerships (“MLPs”) which make distributions that are primarily attributable to return of capital. Dividend income is recorded using management’s estimate of the percentage of income included in the distributions received
from the MLP investments based on their historical dividend results. Distributions received in excess of this estimated amount are recorded as a reduction of cost of investments (i.e., a return of capital). The actual amounts of income and return of
capital components of its distributions are only
16
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
determined by each MLP after its fiscal year-end
and may differ from the estimated amounts. For the six months ended April 30, 2025, the Fund estimated that 100% of the MLP distributions received would be treated as a return of capital.
C. Income
Taxes: It is the Fund’s intention to comply with requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to regulated investment companies and to
distribute substantially all of its taxable income and capital gains to its shareholders. Therefore, no provision for federal income or excise taxes is required.
The Fund may be subject to foreign taxes on
income or gains on investments, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it
invests.
Management of the Fund has
concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Fund’s U.S. federal income tax return is generally subject to examination by the Internal Revenue Service for a
period of three years after they are filed. State, local and/or non-U.S. tax returns and/or other filings may be subject to examination for different periods, depending upon the tax rules of each applicable jurisdiction.
D. Foreign
Currency Translation: Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the foreign currency exchange rate effective at the end of the
reporting period. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts at the rate of exchange prevailing on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with
the net realized and unrealized gain or loss on investments.
E. Derivative
Financial Instruments: Disclosures on derivative instruments and hedging activities are intended to improve financial reporting for derivative instruments by enhanced disclosure that enables the investors to
understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. Summarized below is a specific type of derivative instrument used
by the Fund.
Options
The Fund is subject to equity price risk in the
normal course of pursuing its investment objectives and is authorized to write (sell) covered call options, in an attempt to manage such risk and with the purpose of generating realized gains. A call option on a security is a contract that gives the
holder of such call option the right to buy the security underlying the call option from the writer of such call option at a specified price (strike price) at any time during the term of the option. A covered call option is an option written on a
security held by the Fund.
17
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
When a call option is written (sold), the Fund
receives a premium (or call premium) from the buyer of such call option and records a liability to reflect its obligation to deliver the underlying security upon the exercise of the call option at the strike price.
Changes in the value of the written options are
included in “Net change in unrealized appreciation / depreciation on written options” on the Statement of Operations. “Net realized gain (loss) on written options” on the Statement of Operations will include the following:
(a) premiums received from holders on options that have expired, and (b) the difference between the premium received and the amount paid to repurchase an open option, including any commission. Premiums from options exercised are added to the
proceeds from the sale of the underlying security in order to determine the net realized gain or loss on the security.
F. Use of
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
Note 3. Agreements and Management
Arrangements
($ reported in thousands)
A. Adviser: The Fund has an Advisory Agreement with Duff & Phelps Investment Management Co. (the “Adviser” or “DPIM”), an indirect, wholly owned subsidiary of Virtus Investment Partners, Inc.
(“Virtus”). The Adviser receives a monthly fee at an annual rate of 1.00% of Average Weekly Managed Assets, which is defined as the average weekly value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund
(other than the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).
B.
Administrator: The Fund has an Administration Agreement with Virtus Fund Services, LLC (the “Administrator”), an indirect, wholly owned subsidiary of Virtus. The Administrator receives a monthly fee at an
annual rate of 0.10% of the average weekly net assets of the Fund.
C. Directors: The Fund pays each director not affiliated with the Adviser an annual fee. Total fees paid to directors for the six months ended April 30, 2025 were $36.
Note 4. Investment Transactions
($ reported in thousands)
Purchases and sales of investment securities for the
six months ended April 30, 2025 were $117,590 and $144,430, respectively.
18
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
Note 5. Derivatives Transactions
($ reported in thousands)
The Fund’s investments in derivatives may
represent economic hedges; however, they are not considered to be hedge transactions for financial reporting purposes. For additional information on the derivative instruments in which the Fund was invested during the reporting period, refer to Note
2E above. During the six months ended April 30, 2025, the Fund wrote call options on individual stocks held in its portfolio of investments to enhance returns while forgoing some upside potential. The risk in writing call options is that the Fund
gives up the opportunity for profit if the market price of the referenced security increases and the option is exercised. All written options have a primary risk exposure of equity price associated with them.
For the six months ended April 30, 2025, the average
quarterly premiums received for written options was $178.
The following is a summary of the derivative
activity reflected in the financial statements for the six months ended April 30, 2025:
| Statement of Assets and Liabilities | Statement of Operations | ||
| Assets: None | $— | Net realized gain (loss) on written options | $ 548 |
| Liabilities: Written options at value | — | Net change in unrealized appreciation / depreciation on written options | (289) |
| Net asset (liability) balance | $— | Total realized and unrealized gain (loss) | $ 259 |
There were no derivatives held as of April 30,
2025.
Note 6. Distributions and Tax
Information
($ reported in thousands except per
share amounts)
At April 30, 2025, the
approximate federal tax cost and aggregate gross unrealized appreciation (depreciation) were as follows:
| Federal
Tax Cost |
Unrealized
Appreciation |
Unrealized
Depreciation |
Net
Unrealized Appreciation (Depreciation) | ||||
| $529,990 | $129,825 | $(12,618) | $117,207 |
The Fund has capital
loss carryovers available to offset future realized gains, if any, to the extent permitted by the Code. Net capital losses are carried forward without expiration and generally retain their short-term and/or long-term tax character, as applicable.
For the year ended October 31, 2024, the Fund’s capital loss carryovers are as follows:
| Short-Term | Long-Term | |
| $— | $1,110 |
19
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
The Fund declares and pays distributions on its
common shares of a stated amount per share. Subject to approval and oversight by the Fund’s Board of Directors, the Fund seeks to maintain a stable distribution level (a Managed Distribution Plan) consistent with the Fund’s primary
investment objective. If and when sufficient investment income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return capital in order to maintain the 7.0 cents per common share distribution level. The
character of distributions is determined in accordance with federal tax regulations, which may differ from U.S. generally accepted accounting principles.
Note 7. Floating Rate Mandatory Redeemable
Preferred Shares
($ reported in thousands except
per share amounts)
In 2015, the Fund issued
4,000,000 Floating Rate Mandatory Redeemable Preferred Shares (“MRP Shares”) in three series each with a liquidation preference of $25.00 per share. Proceeds from the issuances were used to reduce the size of the Fund’s credit
facility.
On April 20, 2020, the Fund
voluntarily redeemed all 800,000 of its outstanding Series A MRP Shares, on October 22, 2021, the Fund voluntarily redeemed all 1,600,000 of its outstanding Series B MRP Shares, and on July 14, 2023, the Fund voluntarily redeemed 200,000 of its
outstanding Series C MRP Shares.
Key terms of
Series C MRP Shares at April 30, 2025 are as follows:
| Series | Shares
Outstanding |
Liquidation
Preference |
Quarterly
Rate Reset |
Rate | Weighted
Daily Average Rate |
Mandatory
Redemption Date | ||||||
| C | 1,400,000 | $35,000 | 3M Term SOFR + 2.21% | 6.51% | 6.62% | 8/24/2025 |
SOFR - Secured Overnight
Financing Rate
The Fund incurred costs in
connection with the issuance of the MRP Shares. These costs were recorded as a deferred charge and are being amortized over the respective life of each series of MRP Shares. Amortization of these deferred offering costs of $23 is included under the
caption “Interest expense and amortization of deferred offering costs on preferred shares” on the Statement of Operations, and the unamortized balance is deducted from the carrying amount of the MRP Shares under the caption
“Floating rate mandatory redeemable preferred shares” on the Statement of Assets and Liabilities.
Holders of the MRP Shares are entitled to receive
quarterly cumulative cash dividend payments on the first business day following each quarterly dividend date, which is the last day of each of March, June, September and December.
MRP Shares are subject to optional and mandatory
redemption by the Fund in certain circumstances. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends plus, in some cases, an early redemption premium (which may vary
based on the date of redemption). The MRP Shares are not listed on any exchange or automated quotation system. The fair value of the MRP Shares is estimated to be their liquidation preference. The MRP Shares are categorized as Level 2 within the
fair value hierarchy. The Fund is subject to certain restrictions relating to the MRP Shares such as maintaining
20
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
certain asset coverage, effective leverage ratio
and overcollateralization ratio requirements. Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common shareholders and could trigger the mandatory redemption of the MRP Shares.
In general, the holders of the MRP Shares and of
the Common Stock have equal voting rights of one vote per share. The holders of the MRP Shares are entitled to elect two members of the Board of Directors, and separate class votes are required on certain matters that affect the respective interests
of the MRP Shares and the Common Stock.
Note 8. Secured Borrowings
($ reported in thousands)
The Fund has a Master Margin Loan Agreement (the
“Agreement”) with a commercial bank (the “Bank”) that allows the Fund to borrow cash from the Bank, up to a limit of $150,000 (the “Commitment Amount”). Cash borrowings under the Agreement are secured by assets of
the Fund that are held with the Fund’s custodian in a separate account. Interest is charged at Overnight Bank Funding Rate (“OBFR”) plus an additional percentage rate on the amount borrowed, and commitment fees are charged on the
undrawn balance, if less than 75% of the Commitment Amount is borrowed at a given time. For the six months ended April 30, 2025, the Fund had average daily borrowings of $125,000 with a weighted average daily interest rate of 5.26%. For the same
period, no commitment fees were incurred. At April 30, 2025, the Fund had outstanding borrowings of $125,000 at a rate of 5.18%.
Note 9. Share Repurchase Program
($ reported in thousands except per share
amounts)
At its regular June 2024 meeting,
the Board adopted a share repurchase program that seeks to enhance shareholder value by purchasing shares of the Fund in the open market at a discount to net asset value (“NAV”). Pursuant to the program, the Fund is authorized to
purchase, on a discretionary basis, up to 5% of the Fund’s outstanding shares through June 30, 2025. The Fund began buying shares pursuant to the program on June 24, 2024. From the period of June 24, 2024 through October 31, 2024, the Fund
repurchased 865,155 shares at an average price per share (including commissions) of $10.8013. From the period of November 1, 2024 through April 30, 2025, the Fund repurchased 596,142 shares at an average price per share (including commissions) of
$11.8447. As of April 30, 2025, there are 447,790 remaining shares that are authorized to be purchased under the repurchase program.
Note 10. Indemnifications
Under the Fund’s organizational documents,
its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to
other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not
21
DUFF & PHELPS UTILITY AND INFRASTRUCTURE FUND INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2025
(Unaudited)
occurred. However, the Fund has not had prior claims
or losses pursuant to these arrangements and expects the risk of loss to be remote.
Note 11. Subsequent Events
Management has evaluated the impact of all
subsequent events on the Fund through the date the financial statements were issued, and has determined that the following events require recognition or disclosure in these financial statements.
On May 30, 2025, the Fund voluntarily redeemed
its remaining 1,400,000 issued and outstanding Series C MRP Shares at a liquidation preference of $25.00 per share and accumulated but unpaid dividends and distributions. The redemption of the Series C MRP Shares was funded by the Fund’s
issuance of 1,000,000 Floating Rate Mandatory Redeemable Preferred Shares, Series D (“Series D MRP Shares”) and borrowing $10 million under the Fund’s existing Master Margin Loan Agreement. The issuance of Series D MRP Shares and
additional borrowing under the Master Margin Loan Agreement occurred on May 29, 2025.
The 1,000,000 Series D MRP Shares were issued at
a liquidation value of $25.00 per share, par value of $0.001 per share, with a maturity of May 29, 2030. The Series D MRP Shares have a floating rate based on the three-month SOFR plus 2.00% and will pay dividends on a quarterly basis.
On June 12, 2025, the Board of Directors of the
Fund authorized the renewal of the open market share repurchase program. Under the Fund’s current share repurchase program the Fund is authorized to purchase, on a discretionary basis through June 30, 2025, up to 5% of its outstanding common
shares on the open market at a discount to NAV. Pursuant to the renewed share repurchase program, commencing July 1, 2025, the Fund may repurchase up to 5% of its outstanding common shares (based on common shares outstanding on June 30, 2025) on the
open market at a discount to NAV through June 30, 2026. Under the program, the amount and timing of repurchases will be at the discretion of the Adviser and subject to market conditions and investment considerations.
22
RENEWAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited)
Under Section 15(c) of the Investment Company Act
of 1940 (the “1940 Act”), the terms of the Fund’s investment advisory agreement must be reviewed and approved at least annually by the Board of Directors of the Fund (the “Board”), including a majority of the directors
who are not “interested persons” of the Fund, as defined in section 2(a)(19) of the 1940 Act (the “Independent Directors”). Section 15(c) of the 1940 Act also requires the Fund’s directors to request and evaluate, and
the Fund’s investment adviser to furnish, such information as may reasonably be necessary to evaluate the terms of the investment advisory agreement. To assist the Board with this responsibility, the Board has appointed a Contracts Committee,
which is composed of the Independent Directors of the Fund and acts under a written charter that was most recently amended on December 17, 2015. A copy of the charter is available on the Fund’s website at www.dpimc.com/dpg and in print to any
shareholder, upon request.
The Contracts
Committee, assisted by the advice of independent legal counsel, conducted an annual review of the terms of the Fund’s contractual arrangements, including the investment advisory agreement with Duff & Phelps Investment Management Co. (the
“Adviser”). Set forth below is a description of the Contracts Committee’s annual review of the Fund’s investment advisory agreement, which provided the material basis for the Board’s decision to continue the investment
advisory agreement.
In the course of the
Contracts Committee’s review, the members of the Contracts Committee considered all of the information they deemed appropriate, including informational materials furnished by the Adviser in response to requests made by independent counsel on
behalf of the Contracts Committee. In arriving at its recommendation that continuation of the investment advisory agreement was in the best interests of the Fund and its shareholders, the Contracts Committee took into account all factors that it
deemed relevant, without identifying any single factor or group of factors as all-important or controlling. Among the factors considered by the Contracts Committee, and the conclusion reached with respect to each, were the following:
Nature, extent, and quality of services. The Contracts Committee considered the nature, extent and quality of the services provided to the Fund by the Adviser. Among other materials, the Adviser furnished the Contracts Committee with a copy of its most recent
investment adviser registration form (Form ADV). In evaluating the quality of the Adviser’s services, the Contracts Committee noted the various complexities involved in the operations of the Fund, such as the use of multiple forms of leverage
(preferred stock and borrowings under a credit facility), and concluded that the Adviser is consistently providing high-quality services to the Fund in an increasingly complex environment. The Contracts Committee also considered the length of
service of the individual professional employees of the Adviser who provide services to the Fund. In the Contracts Committee’s view, the long-term service of capable and conscientious professionals provides a significant benefit to the Fund
and its shareholders. The Contracts Committee also considered the Fund’s investment performance as discussed below. The Contracts Committee also took into account its evaluation of the quality of the Adviser’s code of ethics and
compliance program. The Contracts Committee also considered the consistent quality of the services being provided by the Adviser. In light of the foregoing, the Contracts Committee concluded that it was generally satisfied with the nature,
extent and quality of the services provided to the Fund by the Adviser.
Investment performance of the Fund and the Adviser. The Contracts Committee reviewed the Fund’s investment performance over time and compared that performance to other funds in its peer group. In making its comparisons, the Contracts Committee utilized data
provided by the Adviser and a report from Broadridge (“Broadridge”), an independent provider of investment company data. As reported by Broadridge, the Fund’s net asset value (“NAV”) total return ranked below the
median among all leveraged closed-end equity funds categorized by Broadridge as utility funds for the 5-year period ended June 30, 2024 but above the median for the 1- and 3-year periods ended June 30, 2024. The Adviser provided the Contracts
Committee with performance information for the Fund for the 1-, 3- and 5-year periods ended June 30, 2024, measured against two benchmarks: the Lipper Sector Peer Group Average (leveraged closed-end equity funds selected by Thomson Reuters Lipper)
and a composite of the Alerian
23
U.S. Midstream Energy Index, the MSCI USA Utilities Index, MSCI
ACWI ex-USA Utilities Index, the MSCI World Core Infrastructure Selected GICS Index, and the FTSE All World Telecommunications Index, weighted to reflect the Fund’s investments in the relevant sectors covered by those indices (the
“Composite Benchmark”).1 The Contracts Committee noted that, for the 5-year period ended June 30, 2024, the Fund’s NAV total return underperformed the
Lipper Sector Peer Group Average while outperforming the average for the 1- and 3-year periods ended June 30, 2024. For the same period, the Contracts Committee also noted that the Fund’s market value total return outperformed the Lipper
Sector Peer Group Average for the 1-year period and underperformed the Lipper Sector Peer Group Average for the 3- and 5-year periods. The Contracts Committee noted that, for the period ended June 30, 2024, both the Fund’s NAV
total return and the Fund’s market value total return trailed the Composite Benchmark for the 1-, 3- and 5-year periods. In evaluating the performance of the Fund, the Committee took account of the fact that in November 2019, the Fund had
changed its investment policies to allow greater investment in infrastructure companies and to allow a higher proportion of its investments to be in the United States, and that this policy change had necessitated a repositioning of the Fund’s
portfolio, with a goal of providing more stable investment performance with less volatility over the long term. The Committee also considered that, as reported by the Adviser, the Fund’s market value total return performance for the
3-year period ended June 30, 2024 was negatively impacted following the June 15, 2023 announcement of the reduction in the Fund’s quarterly distribution rate from 35 cents per share to 21 cents per share.
The Contracts Committee noted that the
Fund’s managed distribution plan, adopted in 2015, provides for the Fund to distribute all available investment income to shareholders and, if sufficient investment income is not available on a quarterly basis, to distribute long-term capital
gains and/or return capital to its shareholders in order to maintain the 21 cent per share quarterly distribution level.
Costs of services and profits realized. The Contracts Committee considered the reasonableness of the compensation paid to the Adviser, in both absolute and comparative terms, and also the profits realized by the Adviser and its affiliates from its
relationship with the Fund. To facilitate this analysis, the Contracts Committee retained Broadridge to furnish a report comparing the Fund’s management fee (defined as the sum of the advisory fee and administration fee) and other expenses to
the similar expenses of other utility funds selected by Broadridge (the “Broadridge expense group”). The Contracts Committee reviewed, among other things, information provided by Broadridge comparing the Fund’s contractual
management fee rate (at common asset levels) and actual management fee rate as a percentage of total assets and as a percentage of assets attributable to common stock to other funds in its Broadridge expense group. Based on the data provided on
management fee rates, the Contracts Committee noted that: (i) the Fund’s contractual management fee rate at a common asset level was higher than the median of its Broadridge expense group; (ii) the actual total expense rate was higher than the
median of its Broadridge expense group on the basis of assets attributable to common stock and on a total assets basis; and (iii) the actual management fee rate was higher than the median of its Broadridge expense group on the basis of assets
attributable to common stock and on a total asset basis.
In reviewing expense ratio comparisons between
the Fund and other funds in the peer group selected by Broadridge, the Contracts Committee considered leverage-related expenses separately from other expenses. The Contracts Committee noted that leverage-related expenses are not conducive to
direct comparisons between funds, because the leverage-related expenses on a fund’s income statement are significantly affected by the amount, type and tenor of the leverage used by each fund, among other factors, and considered the
Adviser’s report indicating that the tenor of the Fund’s leverage was the primary driver of the difference between the Fund’s investment-related expenses and those of other funds in the Broadridge peer group. Also, unlike all
the other expenses of the Fund (and other funds) which are incurred in return for a service, leverage expenses are incurred in return for the receipt of additional capital that is then invested by the Fund (and other funds using leverage) in
additional portfolio securities that produce revenue directly offsetting the leverage expenses. Accordingly, in evaluating the cost of the Fund’s leverage, the Contracts Committee considered the specific benefits to the Fund’s
common shareholders of
24
maintaining such leverage, noting that the Fund’s management
and the Board regularly monitor the amount, form, terms and risks of the Fund’s leverage.
The Adviser also furnished the Contracts
Committee with copies of its financial statements, and the financial statements of its parent company, Virtus Investment Partners, Inc. The Adviser also provided information regarding the revenue and expenses related to its management of the Fund,
and the methodology used by the Adviser in allocating such revenue and expenses among its various clients. In reviewing those financial statements and other materials, the Contracts Committee examined the profitability of the investment advisory
agreement to the Adviser and determined that the profitability of that contract was reasonable in light of the services rendered to the Fund. The Contracts Committee considered that the Adviser must be able to compensate its employees at competitive
levels in order to attract and retain high-quality personnel to provide high-quality service to the Fund. The Contracts Committee concluded that the investment advisory fee was the product of arm’s length bargaining and that it was fair and
reasonable to the Fund.
Economies of scale. The Contracts Committee considered whether the Fund has appropriately benefited from any economies of scale. The Contracts Committee encouraged the Adviser to continue to work towards reducing costs by leveraging
relationships with service providers across the complex of funds advised by the Adviser.
Comparison with other advisory contracts. The Contracts Committee also received comparative information from the Adviser with respect to its standard fee schedules for investment advisory clients other than the Fund. The Contracts Committee noted that, among
all accounts managed by the Adviser, the Fund’s advisory fee rate is higher than the Adviser’s standard fee schedule. However, the Contracts Committee noted that the services provided by the Adviser to the Fund are significantly more
extensive and demanding than the services provided by the Adviser to its non-investment company, institutional accounts. Specifically, in providing services to the Fund, the Contracts Committee considered that the Adviser needs to: (1) comply with
the 1940 Act, the Sarbanes-Oxley Act and other federal securities laws and New York Stock Exchange requirements, (2) provide for and oversee external reporting (including semi-annual reports to shareholders, annual audited financial statements and
disclosure of proxy voting), tax compliance and reporting (which are particularly complex for investment companies), requirements of Section 19 of the 1940 Act relating to the source of distributions, (3) prepare for and attend meetings of the Board
and its committees, (4) communicate with Board and committee members between meetings, (5) communicate with a retail shareholder base consisting of thousands of investors and (6) respond to unanticipated issues in the financial markets or regulatory
environment that can impact the Fund. Based on the fact that the Adviser only provides the foregoing services to its investment company clients and not to its institutional account clients, the Contracts Committee concluded that the management fees
charged to the Fund are reasonable compared to those charged to other clients of the Adviser, when the nature and scope of the services provided to the Funds are taken into account. Furthermore, the Contracts Committee noted that many of the
Adviser’s other clients would not be considered “like accounts” of the Fund because these accounts are not of similar size and do not have the same investment objectives as, or possess other characteristics similar to, the
Fund.
Indirect benefits. The Contracts Committee considered possible sources of indirect benefits to the Adviser from its relationship to the Fund, including brokerage and soft dollar arrangements, and enhanced reputation that may aid in
obtaining new clients. In this regard, the Contracts Committee noted that the Fund does not utilize affiliates of the Adviser for brokerage purposes, that the Adviser does not use third-party soft dollar arrangements and that the Adviser has
continued to seek opportunities to reduce brokerage costs borne by the Fund.
Conclusion. Based
upon its evaluation of all material factors, including the foregoing, and assisted by the advice of independent legal counsel, the Contracts Committee concluded that the continued retention of the Adviser as investment adviser to the Fund was in the
best interests of the Fund and its shareholders. Accordingly, the Contracts Committee recommended to the full Board that the investment advisory agreement with the Adviser be continued for a one-year term ending March 1, 2026. On December 11, 2024,
the Contracts Committee presented its
25
recommendations, and the criteria on which they were based, to
the full Board, whereupon the Board, including all of the Independent Directors voting separately, accepted the Contracts Committee’s recommendations and unanimously approved the continuation of the current investment advisory agreement with
the Adviser for a one-year term ending March 1, 2026.
1 For periods prior to November 1, 2020, the benchmark did not include the MSCI World Core Infrastructure Selected GICS
Index.
26
INFORMATION ABOUT PROXY VOTING BY THE FUND
(Unaudited)
The Fund’s Board of Directors has adopted
proxy voting policies and procedures. These proxy voting policies and procedures may be changed at any time by the Fund’s Board of Directors. A description of the policies and procedures that the Fund uses to determine how to vote proxies
relating to portfolio securities is available without charge, upon request, by calling Fund Services toll-free at (866) 270-7598 or is available on the Fund’s website at www.dpimc.com/dpg or on the SEC’s website at www.sec.gov.
Information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12 month period ended June 30 is available without charge, upon request, by calling Fund Services toll-free at (866) 270-7598 or is available on the Fund’s website at www.dpimc.com/dpg or
on the SEC’s website at www.sec.gov.
INFORMATION ABOUT THE FUND’S PORTFOLIO
HOLDINGS (Unaudited)
The Fund files its complete schedule of portfolio
holdings with the SEC for its first and third fiscal quarters (January 31 and July 31) as an exhibit to Form NPORT-P. The Fund’s Form NPORT-P is available on the SEC’s website at www.sec.gov. In addition, the Fund’s schedule of
portfolio holdings is available without charge, upon request, by calling the Administrator toll-free at (866) 270-7598 or is available on the Fund’s website at www.dpimc.com/dpg.
ADDITIONAL INFORMATION (Unaudited)
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.
REPORT ON ANNUAL MEETING OF SHAREHOLDERS
(Unaudited)
The Annual Meeting of Shareholders of the Fund was
held on March 10, 2025. The following is a description of each matter voted upon at the meeting and the number of votes cast on each matter:
| Shares
Voted For |
Shares
Withheld | ||
| 1. Election of director* | |||
| Director elected by the holders of the Fund’s common and preferred stock to serve until the Annual Meeting in the year 2028 and until his successor is duly elected and qualified: | |||
|
George R.
Aylward |
29,516,129 | 1,980,425 | |
| 2. Election of director* | |||
| Director elected by the holders of the Fund’s preferred stock to serve until the Annual Meeting in the year 2028 and until his successor is duly elected and qualified: | |||
|
Mark G.
Kahrer |
1,400,000 | 0 | |
| *Directors whose term of office continued beyond this meeting are as follows: Mareilé B. Cusack, Donald C. Burke and Eileen A. Moran (Chairperson). |
27
| Item 1. | Reports to Stockholders (cont.). |
| (b) | Not applicable. |
| Item 2. | Code of Ethics. |
Response not required for semi-annual report.
| Item 3. | Audit Committee Financial Expert. |
Response not required for semi-annual report.
| Item 4. | Principal Accountant Fees and Services. |
Response not required for semi-annual report.
| Item 5. | Audit Committee of Listed Registrants. |
| (a) | Response not required for semi-annual report. |
| (b) | Not applicable. |
| Item 6. | Investments. |
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form. |
| (b) | Not applicable. |
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
| (a) | Not applicable for Closed-End Management Investment Companies. |
| (b) | Not applicable for Closed-End Management Investment Companies. |
| Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable for Closed-End Management Investment Companies.
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable for Closed-End Management Investment Companies.
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Not applicable for Closed-End Management Investment Companies.
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
The information required by this Item is included as part of the semi-annual report to shareholders filed under Item 1 of this Form N-CSRS.
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Response not required for semi-annual report.
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
(a) Response not required for semi-annual report.
(b) There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
REGISTRANT PURCHASES OF EQUITY SECURITIES
| Period |
(a) Total Number of Shares) Purchased1 |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1 |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs1 | ||||||
| November 2024 |
174,540 shares | $ | 11.81 | 174,540 shares | 869,392 shares | |||||
| December 2024 |
42,776 shares | $ | 11.79 | 42,776 shares | 826,616 shares | |||||
| January 2025 |
10,400 shares | $ | 11.42 | 10,400 shares | 816,216 shares | |||||
| February 2025 |
19,894 shares | $ | 12.04 | 19,894 shares | 796,322 shares | |||||
| March 2025 |
175,466 shares | $ | 11.98 | 175,466 shares | 620,856 shares | |||||
| April 2025 |
173,066 shares | $ | 11.76 | 173,066 shares | 447,790 shares | |||||
| Total |
596,142 shares | $ | 11.84 | 596,142 shares | 447,790 shares | |||||
| 1 | On June 17, 2024, the Fund’s Board of Directors approved the adoption of an open market share repurchase program. Commencing on that date, the Fund may repurchase through June 30, 2025, up to 5% of its common shares outstanding as of the close of business on that date (1,909,087 shares), subject to certain conditions. |
| Item 15. | 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 24, 2025) or this Item.
| Item 16. | Controls and Procedures. |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on an evaluation of those controls and procedures made as of a date within 90 days of the filing date of this report as required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Exchange Act. |
| (b) | There has been no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| Item 18. | Recovery of Erroneously Awarded Compensation. |
Not Applicable.
Item 19. Exhibits.
| (a)(1) | Not applicable. | |
| (a)(2) | Not applicable. | |
| (a)(3) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. | |
| (a)(4) | There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. | |
| (a)(5) | There was no change in the Registrant’s independent public accountant during the period covered by the report. | |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. | |
| (c) | Copies of the Registrant’s notices to shareholders pursuant to Rule 19a-1 under the 1940 Act which accompanied distributions paid during the six months ended April 30, 2025 pursuant to the Registrant’s Managed Distribution Plan are filed herewith as required by the terms of the Registrant’s exemptive order issued on August 26, 2008. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Duff & Phelps Utility and Infrastructure Fund Inc. |
| By (Signature and Title) | /s/ David D. Grumhaus, Jr. |
|||
| David D. Grumhaus, Jr., President and Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date June 18, 2025 | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title) | /s/ David D. Grumhaus, Jr. |
|||
| David D. Grumhaus, Jr., President and Chief Executive Officer | ||||
| (Principal Executive Officer) |
| Date June 18, 2025 | ||||
| By (Signature and Title) | /s/ Alan M. Meder |
|||
| Alan M. Meder, Treasurer and Assistant Secretary | ||||
| (Principal Financial Officer) | ||||
| Date June 18, 2025 | ||||