N-CSRS 1 d738498dncsrs.htm DTF TAX-FREE INCOME INC DTF Tax-Free Income Inc

 

 

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 811-06416

DTF Tax-Free Income Inc.

(Exact name of registrant as specified in charter)

200 South Wacker Drive, Suite 500, Chicago, Illinois 60606

(Address of principal executive offices) (Zip code)

 

Alan M. Meder   Lawrence R. Hamilton, Esq.
DTF Tax-Free Income Inc.   Mayer Brown LLP
200 South Wacker Drive, Suite 500   71 South Wacker Drive
Chicago, Illinois 60606   Chicago, Illinois 60606

(Name and address of agents for service)

Registrant’s telephone number, including area code: (800) 338-8214

Date of fiscal year end: October 31

Date of reporting period: April 30, 2019

 

 

 


ITEM 1.

REPORTS TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders follows.


 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless specifically requested from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

You may elect at any time to receive not only shareholder reports but also certain other communications from the Fund electronically, or you may elect to receive paper copies of all future shareholder reports free of charge to you. (Please note that the Fund will incur additional expenses when printing and mailing any paper shareholder reports, and Fund expenses pass indirectly to all shareholders.) If you own your shares directly with the Fund, you may make such elections by calling AST, the Fund’s transfer agent, at 1-866-668-8552 or, with respect to requesting electronic delivery, by visiting www.astfinancial.com. If you own your shares through a financial intermediary, please contact your financial intermediary to make your request and to determine whether your election will apply to all funds in which you own shares through that intermediary.

 

DTF Tax-Free

Income Inc.

 

 

Semi-Annual Report

April 30, 2019

LOGO

 


LETTER TO

SHAREHOLDERS

 

 

June 13, 2019

 

Dear Fellow

Shareholders:

 

THE CURRENT MUNICIPAL MARKET ENVIRONMENT AND YOUR FUND

We begin our discussion of DTF Tax-Free Income Inc. (the “DTF Fund” or the “Fund”) for the six months ended April 30, 2019 with a review of the municipal market environment in which the DTF Fund invests.

The municipal bond market experienced solid performance over the six months ended April 30, 2019, as municipal interest rates moved sharply lower during this period. Since the end of October 2018, 10-year and 30-year AAA-rated tax-exempt municipal bond yields have declined by close to 80 basis points (bps). During this same time period, 10-year and 30-year U.S. Treasury bond yields declined by 64 and 46 bps respectively, helping municipal bond returns to outpace U.S. Treasury returns over this same time frame. The strong performance of tax-exempt municipal bonds has been mostly driven by lower U.S. Treasury yields, record inflows so far in 2019 into tax-exempt mutual funds and very manageable levels of newly issued municipal bonds. Additionally, re-investment proceeds (bond calls, maturities and coupon payments) have exceeded new issuance levels in 2019, further helping tilt the balance of supply and demand in favor of strong relative municipal performance. Municipal bond yields (along with most fixed income yields) were helped in March by comments made by the Federal Open Market Committee (“FOMC”), the committee within the Federal Reserve that sets domestic monetary policy, that it will be patient as it determines what future adjustments to the target Federal Funds rate may be appropriate. This was mostly interpreted as a signal to municipal bond investors that the FOMC will keep the Federal Funds target rate unchanged for the foreseeable future (after previous comments had suggested future rate increases in 2019). The end result of these positive market technicals and the perception that the FOMC will be refraining from further rate hikes for the time being was a total return of 5.68% for the Bloomberg Barclays Municipal Bond Index over the six months ended April 30, 2019.

Over the past six months ended April 30, 2019, intermediate and longer maturity bonds outpaced bonds with the shortest maturities as municipal interest rates moved lower. Additionally, the lower the credit rating, the better the relative performance, as investors continued to demand higher yielding bonds amid still generationally low municipal bond interest rates. Below investment grade securities (i.e., junk bonds), as measured by the Bloomberg Barclays Municipal High Yield Index, generated the best relative performance among credit quality tiers of the municipal bond market for the six months ended April 30, 2019, producing a total return of 6.05%. The resumption in compression of credit risk spreads of below investment grade rated bonds, after widening for a short period late in 2018, continues to surprise us. In this regard, it is important to remember that the investment policies of the Fund prohibit the purchase of bonds with ratings below investment grade.

The technical picture for municipal bonds is quite strong, as the market continues to see historically lower levels of supply combined with record setting inflows into tax-exempt mutual funds. According to Lipper US Fund Flows, these inflows are the greatest ever recorded to start a year since the data series began in 1992. In fact, if the current year were to end on April 30, 2019, inflows through the first four months of 2019 would represent one of the top five best years on record. Needless to say, this healthy demand for municipal bonds has helped fuel strong market returns.

Credit fundamentals for the municipal bond market will likely remain challenged by high fixed cost burdens, including higher debt loads and underfunded pension liabilities. However, the strong job market and the long period of economic expansion across the country have helped moderate some of the fiscal strain posed by pension burdens. While there have been several highly publicized events of struggling municipal credits over the past decade, we still believe that municipal bonds

 

1


remain one of the lowest risk asset classes, with credit metrics for the majority of municipalities continuing to improve as the national economy expands. This improvement is mostly due to a healthier tax base and better financial management, which has translated into higher revenues and replenished reserves. Nevertheless, even though credit fundamentals have mostly improved, thorough credit analysis is imperative in this market, as issuers are not all created equal—even when they have similar credit ratings.

LOOKING AHEAD

In March, the FOMC suggested a less restrictive monetary policy for the remainder of the year, which sparked a rally in the U.S. Treasury market and, in turn, the municipal bond market. While municipal yields are expected to mostly track changes in U.S. Treasury yields, the municipal market’s strong technical condition should remain supportive of municipals in the coming months, especially as the FOMC’s comments lessened investor concern about a continual upward movement on yields and lowering of bond prices. We expect the future technical picture for municipals to be supportive for relative valuations of municipal bonds, as we believe that expectations of lower supply will continue to be met with renewed interest in tax-advantaged investments like municipal bonds. While valuations are approaching the higher boundary of levels experienced in recent years, when considering their taxable-equivalent yields compared to other fixed income investments, we believe that current pricing for municipal bonds remains reasonable. Lastly, although overall market fundamentals have improved, we continue to believe that now is not the time to take on additional credit risk in the municipal market, especially with credit spreads once again approaching historically tight levels.

THE FUND

In managing the DTF Fund, we continue to emphasize an investment strategy of investing mostly in higher quality investment grade rated “AA” and “A” callable revenue bonds with coupons of 5% or higher. As of April 30, 2019, the Fund held over 90% of its total assets in municipal bonds rated “A” or higher and over 86% in bonds with a 5% or greater coupon across multiple sectors and states. However, as interest rates have declined, we have selectively purchased bonds with lower coupons in an effort to add incremental yield to the Fund without adding additional credit risk. The Fund held exposure to over ten industry sectors of the municipal bond market with healthcare, education, water & sewer, special tax, and pre-refunded bonds representing the Fund’s top five exposures. The Fund continues to favor revenue bonds compared to general obligation bonds (approximately 86% revenue vs. 14% general obligation), as we prefer the predictable revenue streams, more settled legal structure and better post-default recovery rates that have historically been afforded to revenue bonds. The Fund remains well diversified geographically, with exposure to 32 states and the District of Columbia. The Fund remains diversified across the maturity spectrum in order to help moderate the portfolio’s risk from potential changes in interest rates and potential changes to the shape of the yield curve that could result from future actions of the FOMC or changing investor sentiment. We continue to believe that higher quality municipal bonds offer reasonably good relative value and that investors are being compensated significantly less in risk spreads for owning the lowest-rated bonds. The strong demand for lower-rated issues has decreased the yield advantage of taking on the additional credit risk.

As of April 30, 2019, the DTF Fund was paying a $0.42 per share annualized dividend and had a closing price of $13.63 per share. An extended environment of historically low municipal interest rates combined with more recent increases in leverage costs have added a significant element of risk to leveraged municipal bond funds, including the Fund. When bonds held in a portfolio mature or are called for redemption during a period of low interest rates, the proceeds generally need to be reinvested in lower yielding securities. Due to the Fund’s investment policies, which allow it to purchase only investment grade bonds, a prolonged period of relatively low interest rates and modest reinvestment opportunities, combined with rising leverage costs, has reduced the availability of earnings to the Fund. In addition, a steady increase in the cost of leverage relative to investment yields has further reduced the availability of earnings. If the cost of leverage continues to rise without a similar or greater rise in the available re-investment rate for bonds called and/or maturing, the Fund’s earnings will likely be reduced. The Fund’s common monthly dividend was reduced to $0.035 per share in September 2018. The dividend cut was intended to better align the DTF Fund’s monthly distribution with its current and projected earnings and is subject to re-evaluation as the interest rate and credit environment changes. If the Fund’s net earnings were to fall short of its dividend payout, the Fund’s balance of undistributed net income will decline further, possibly necessitating further dividend reductions.

Maturity and duration are measures of the sensitivity of a fund’s portfolio of investments to changes in interest rates. More specifically, duration refers to the percentage change in a bond’s price for a given change in rates (typically +/- 100 basis

 

2


points). In general, the greater the duration of a portfolio, the greater is the potential percentage price volatility for a given change in interest rates. As of April 30, 2019, the Fund’s portfolio of investments duration was 5.9 years, compared to the Bloomberg Barclays Municipal Bond Index duration of 5.6 years.

In addition to the risk of disruptions in the broader credit market, the level of interest rates can be a primary driver of bond fund total returns, including the Fund’s returns. An extended environment of historically low interest rates adds an element of reinvestment risk, since the proceeds of maturing bonds may need to be reinvested in lower-yielding securities. As a practical matter, it is not possible for the Fund to be completely insulated from turmoil in the global financial markets or unexpected moves in interest rates. Any sudden or unexpected rise in interest rates would likely reduce the total return of bond funds, since higher interest rates could be expected to depress the valuations of fixed-rate bonds held in a portfolio. Further, if the municipal yield curve continues to flatten (when the difference between short-term interest rates and long-term rates narrows) or even invert (when short-term rates exceed long-term rates), the Fund’s total return may be pressured lower. Management believes that over the long term, the diversification of the portfolio across multiple states and sectors, in addition to the distribution of assets along the yield curve, positions the Fund to take advantage of future opportunities while limiting credit risk and volatility to some degree. However, a sustained and meaningful rise in interest rates from current levels would have the potential to significantly reduce the total return of leveraged bond funds, including the Fund, and would likely put downward pressure on both the net asset value and market prices of such funds.

FUND PERFORMANCE

The following table compares the DTF Fund’s total return and the Bloomberg Barclays Municipal Bond Index:

 

Total Return1

For the period indicated through April 30, 2019

 
     6 Months     One Year    

Three Years

(annualized)

   

Five Years

(annualized)

 

DTF Tax-Free Income Inc.

         

Market Value2

Net Asset Value3

   

13.3

7.0


   

8.9

6.2


   

-1.5

1.6


   

3.1

3.5


Bloomberg Barclays Municipal Bond Index4

    5.7     6.2     2.6     3.6
1 

Past performance is not indicative of future results. Current performance may be lower or higher than the performance in historical periods.

2 

Total return on market value assumes a purchase of common stock at the opening market price on the first business day and a sale at the closing market price on the last business day of each period shown in the table and assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the DTF Fund’s dividend reinvestment plan. In addition, when buying or selling stock, you would ordinarily pay brokerage expenses. Because brokerage expenses are not reflected in the above calculations, your total return net of brokerage expenses would be lower than the total returns on market value shown in the table. Source: Administrator of the DTF Fund.

3 

Total return on NAV uses the same methodology as is described in note 2, but with use of NAV for beginning, ending and reinvestment values. Because the DTF Fund’s expenses (ratios detailed on page 17 of this report) reduce the DTF Fund’s NAV, they are already reflected in the DTF Fund’s total return on NAV shown in the table. NAV represents the underlying value of the DTF Fund’s net assets, but the market price per share may be higher or lower than the NAV. Source: Administrator of the DTF Fund.

4 

The Bloomberg Barclays Municipal Bond Index (formerly known as the Barclays Municipal Bond Index) is a market capitalization-weighted index that is designed to measure the long-term tax-exempt bond market. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment. Source: Bloomberg.

 

3


BOARD OF DIRECTORS MEETING

At the regular March 2019 meeting of the DTF Fund’s Board of Directors (the “Board”), the Board declared the following monthly dividends:

 

Cents Per Share

 

Record Date

 

Payable Date

3.5   April 15   April 30
3.5   May 15   May 31
3.5   June 17   June 28

At the regular June 2019 meeting of the DTF Fund’s Board of Directors (the “Board”), the Board declared the following monthly dividends:

 

Cents Per Share

 

Record Date

 

Payable Date

3.5   July 15   July 31
3.5   August 15   August 30
3.5   September 16   September 30

ABOUT YOUR FUND

The Fund’s investment objective is current income exempt from regular federal income tax consistent with the preservation of capital. The fund seeks to achieve its investment objective by investing primarily (at least 80% of its total assets) in a diversified portfolio of investment-grade tax-exempt obligations. The Fund may not invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in a single industry; provided that, for purposes of this restriction, tax exempt securities of issuers that are states, municipalities or their political subdivisions are not considered to be the securities of issuers in any single industry.

The use of leverage enables the Fund to borrow at short-term rates and invest at longer-term rates. As of April 30, 2019, the Fund’s leverage consisted of $65 million of Variable Rate MuniFund Term Preferred Shares (VMTP). On that date, the total amount of leverage represented approximately 35% of the Fund’s total assets. The amount and type of leverage used is reviewed by the Board of Directors based on the Fund’s expected earnings relative to the anticipated costs (including fees and expenses) associated with the leverage. In addition, the long-term expected benefits of leverage are weighed against the potential effect of increasing the volatility of both the Fund’s net asset value and the market value of its common stock. Historically, the tendency of the U.S. yield curve to exhibit a positive slope (i.e., long-term rates higher than short-term rates) has fostered an environment in which leverage can make a positive contribution to the earnings of the Fund. There is no assurance that this will continue to be the case in the future. A decline in the difference between short-term and long-term rates could have an adverse effect on the income provided from leverage. Prolonged periods of low longer-term interest rates can result in modest reinvestment opportunities for the Fund’s portfolio and could also adversely affect the income provided from leverage. If the DTF Fund were to conclude that the use of leverage was likely to cease being beneficial, it could modify the amount and type of leverage it uses or eliminate the use of leverage entirely.

We continue to appreciate your interest in the DTF Fund and look forward to being of continued service in the future.

 

Timothy M. Heaney, CFA

Vice President and Chief Investment Officer

 

Nathan I. Partain, CFA

Director, President and Chief Executive Officer

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein, are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to numerous market and other factors. The DTF Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.

 

4


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
 

LONG-TERM INVESTMENTS—147.8%

 
 

Alabama—1.8%

 

  $2,000    

Jefferson Cnty. Brd. of Ed. Pub. Sch. Warrants,
5.00%, 2/01/46

    $2,294,040  
   

 

 

 
 

Alaska—0.3%

 

  290    

Anchorage Elec. Util. Rev.,
5.00%, 12/01/36

    326,357  
   

 

 

 
 

Arizona—3.9%

 

  1,350    

Arizona St. Univ. Rev.,
5.00%, 7/01/37

    1,574,856  
  650    

Arizona St. Hlth. Fac. Auth. Rev., Scottsdale Lincoln Hosp. Proj.,
5.00%, 12/01/42

    715,377  
  1,000    

Maricopa Cnty. Indl. Dev. Auth. Rev.,
4.00%, 1/01/34

    1,076,740  
  500    

Northern Arizona Univ. Rev.,
5.00%, 6/01/40

    558,685  
  1,000    

Northern Arizona Univ. SPEED Rev., (Stimulus Plan for Econ. and Edl. Dev.),
5.00%, 8/01/38

    1,098,870  
   

 

 

 
      5,024,528  
   

 

 

 
 

California—17.6%

 

  1,150    

California St. Hlth. Facs. Fin. Auth. Rev., Kaiser Permanente,
4.00%, 11/01/44

    1,229,465  
  275    

California St. Hlth. Facs. Fin. Auth. Rev., Providence St. Joseph Hlth.,
4.00%, 10/01/36

    296,279  
  1,500    

California St. Hlth. Facs. Fin. Auth. Rev., Sutter Hlth.,
5.00%, 11/15/46

    1,695,180  
  100    

California St. Muni. Fin. Auth. Student Hsg. Rev., Bowles Hall Foundation,
5.00%, 6/01/35

    110,279  
  1,000    

California St. Gen. Oblig.,
5.00% 10/01/28

    1,163,640  
  1,000    

California St. Pub. Wks. Brd. Lease Rev., Dept. of Corrections and Rehab.,
5.25%, 9/01/29

    1,135,270  
Principal
Amount
(000)
   

Description (a)

  Value  
$ 750    

California Statewide Communities Dev. Auth. Rev., Marin General Hosp.,
4.00%, 8/01/45

  $ 768,637  
  600    

Contra Costa Cnty. Successor Agy. to Redev. Agy., Tax Allocation,
5.00%, 8/01/35, BAM

    717,978  
  1,000    

Garden Grove Successor Agy. to Agy. Cmty. Dev., Tax Allocation,
5.00%, 10/01/31, BAM

    1,191,790  
  2,000    

Gilroy Unified Sch. Dist. Gen. Oblig.,
4.00%, 8/01/41

    2,128,920  
  280    

Lancaster Successor Agy. to Redev. Agy., Tax Allocation,
5.00%, 8/01/33, AGM

    329,011  
  1,000    

Los Angeles Cnty. Santn. Dists. Fin. Auth. Rev.,
5.00%, 10/01/34

    1,160,270  
  250    

Palm Desert Successor Agy. to Redev. Agy., Tax Allocation,
5.00%, 10/01/28, BAM

    307,828  
  2,550    

Riverside Cnty. Sngl. Fam. Rev.,
7.80%, 5/01/21,
Escrowed to maturity (b)

    2,846,692  
  1,000    

San Jose Unified Sch. Dist. Gen. Oblig.,
4.00%, 8/01/42

    1,071,770  
  1,215    

San Marcos Successor Agy. to Redev. Agy., Tax Allocation,
5.00%, 10/01/32

    1,432,351  
  2,000    

San Mateo Successor Agy. to Redev. Agy., Tax Allocation,
5.00%, 8/01/30

    2,312,680  
  1,000    

Temple City Unified Sch. Dist. Gen. Oblig.,
4.00%, 8/01/43

    1,054,710  
  1,750    

Univ. of California Rev.,
4.00%, 5/15/48

    1,880,217  
   

 

 

 
      22,832,967  
   

 

 

 
 

Colorado—4.5%

 

  1,120    

Colorado St. Hsg. & Fin. Auth. Rev.,
3.60%, 11/01/38

    1,153,275  
  400    

Denver Conv. Center & Hotel Auth. Rev.,
5.00%, 12/01/27

    455,860  
  1,000    

Eagle River Wtr. & Santn. Dist. Enterprise Wstwtr. Rev.,
5.00%, 12/01/42

    1,098,500  
 

 

The accompanying notes are an integral part of these financial statements.

 

5


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
$ 1,680    

Public Auth. for Colorado Energy, Natural Gas Purch. Rev.,
6.25%, 11/15/28

  $ 2,128,140  
  1,000    

Univ. of Colorado Enterprise Rev.,
4.00%, 6/01/43

    1,082,450  
   

 

 

 
      5,918,225  
   

 

 

 
 

Connecticut—5.6%

 

  900    

Connecticut St. Gen. Oblig.,
5.00%, 9/15/35

    1,064,844  
  335    

Connecticut St. Gen. Oblig.,
4.00%, 4/15/38

    361,562  
  700    

Connecticut St. Hlth. & Edl. Facs. Auth. Rev., Hartford HlthCare.,
5.00%, 7/01/32

    737,604  
  1,000    

Connecticut St. Hlth. & Edl. Facs. Auth. Rev., Hartford HlthCare.,
5.00%, 7/01/41

    1,047,460  
  500    

Connecticut St. Hlth. & Edl. Facs. Auth. Rev., Univ. of New Haven,
5.00%, 7/01/43

    557,575  
  550    

Connecticut St. Hlth. & Edl. Facs. Auth. Rev., Yale-New Haven Hosp.,
5.00%, 7/01/48

    597,069  
  500    

Connecticut St. Hsg. Auth. Rev.,
3.20%, 11/15/33

    507,770  
  1,000    

S. Central Connecticut Reg. Wtr. Auth. Rev., 5.00%, 8/01/41
Prerefunded 8/01/21 @ $100 (b)

    1,075,650  
  1,200    

Univ. of Connecticut Spec. Oblig. Rev.,
5.00%, 11/15/43

    1,375,056  
   

 

 

 
      7,324,590  
   

 

 

 
 

District of Columbia—1.7%

 

  1,000    

District of Columbia Gen. Oblig.,
5.00%, 6/01/43

    1,186,070  
  1,000    

District of Columbia Inc. Tax Rev.,
5.00%, 12/01/31

    1,034,160  
   

 

 

 
      2,220,230  
   

 

 

 
 

Florida—22.3%

 

  755    

Brevard Cnty. Sch. Brd. Ref. COP,
5.00%, 7/01/32

    890,477  
  1,500    

Broward Cnty. Port Fac. Rev.,
6.00%, 9/01/23

    1,521,270  
Principal
Amount
(000)
   

Description (a)

  Value  
$ 1,000    

Central Florida Expwy. Auth. Rev.,
4.00%, 7/01/36

  $ 1,072,490  
  1,000    

Escambia Cnty. Hlth. Fac. Auth. Rev., Baptist Hosp.,
6.00%, 8/15/36

    1,047,150  
  2,000    

Florida St. Brd. of Ed. Cap. Outlay Gen. Oblig.,
5.00%, 6/01/41

    2,123,340  
  2,350    

Florida St. Brd. of Gov. Florida State Univ. Dorm Rev.,
5.00%, 5/01/33

    2,611,696  
  1,000    

Hillsborough Cnty. Aviation Auth. Rev., Tampa Int’l. Arpt.,
5.00%, 10/01/44

    1,111,240  
  500    

Lee Cnty. Tran. Fac. Rev.,
5.00%, 10/01/35, AGM

    567,555  
  1,080    

Miami Beach Hlth. Facs. Auth. Hosp. Rev.,
5.00%, 11/15/39

    1,184,641  
  500    

Miami Beach Redev. Agy. Rev.,
5.00%, 2/01/40, AGM

    562,780  
  500    

Miami-Dade Cnty. Expwy. Auth. Rev.,
5.00%, 7/01/33

    583,860  
  1,225    

Miami-Dade Cnty. Ed. Facs. Auth. Rev.,
5.00%, 4/01/45

    1,354,997  
  2,220    

Miami-Dade Cnty. Sch. Brd. Ref. COP,
5.00%, 2/01/34

    2,528,469  
  250    

Miami-Dade Cnty. Aviation Rev.,
5.00%, 10/01/32

    270,357  
  2,000    

Orlando and Orange Cnty. Expwy. Auth. Rev.,
5.00%, 7/01/35

    2,223,460  
  1,000    

Reedy Creek Impvt. Dist. Gen. Oblig.,
5.00%, 6/01/38

    1,105,240  
  2,035    

Seminole Cnty. Sales Tax Rev.,
5.25%, 10/01/31, NRE

    2,613,978  
  2,190    

Seminole Cnty. Sch. Brd. COP,
5.00%, 7/01/33

    2,554,175  
  830    

S. Florida Wtr. Mgmt. Dist. COP,
5.00%, 10/01/35

    958,202  
  470    

Tallahassee Hlth. Facs. Rev., Tallahassee Memorial Hlthcare.,
5.00%, 12/01/41

    519,251  
  665    

Tampa-Hillsborough Cnty. Expwy. Auth. Rev.,
4.00%, 7/01/42

    708,059  
 

 

The accompanying notes are an integral part of these financial statements.

 

6


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
$ 880    

Tampa-Hillsborough Cnty. Expwy. Auth. Rev.,
5.00%, 7/01/47

  $ 1,010,064  
   

 

 

 
      29,122,751  
   

 

 

 
 

Georgia—1.5%

 

  500    

Atlanta Arpt. Passenger Fac. Charge Gen. Rev.,
5.00%, 1/01/32

    562,155  
  1,425    

Metro. Atlanta Rapid Tran. Auth. Rev.,
5.00%, 7/01/39
Prerefunded 7/01/19 @ $100 (b)

    1,433,051  
   

 

 

 
      1,995,206  
   

 

 

 
 

Idaho—0.2%

 

  240    

Idaho St. Hlth. Facs. Auth. Rev., St. Luke’s Hlth. Sys.,
5.00%, 3/01/37

    275,729  
   

 

 

 
 

Illinois—14.3%

 

  500    

Chicago Multi-Family Hsg. Rev.,
4.90%, 3/20/44, FHA

    501,310  
  1,000    

Chicago O’Hare Intl. Arpt. Rev., Customer Fac. Charge,
5.125%, 1/01/30, AGM

    1,107,660  
  620    

Chicago O’Hare Intl. Arpt. Rev.,
5.25%, 1/01/42

    722,635  
  250    

Chicago Sales Tax Rev.,
5.00%, 1/01/30
Prerefunded 1/01/25 @ $100 (b)

    293,330  
  250    

Chicago Wtrwks. Rev.,
5.00%, 11/01/30

    285,327  
  650    

Chicago Wtrwks. Rev.,
5.25%, 11/01/32, AGM

    763,503  
  250    

Chicago Wtrwks. Rev.,
5.00%, 11/01/36, AGM

    285,057  
  865    

Chicago Wtrwks. Rev.,
5.00%, 11/01/44

    944,286  
  1,225    

Illinois St. Fin. Auth. Rev., Advocate Hlthcare. Network,
5.00%, 5/01/45

    1,361,514  
  525    

Illinois St. Fin. Auth. Rev., Centegra Hlth. Sys.,
5.00%, 9/01/42

    580,424  
Principal
Amount
(000)
   

Description (a)

  Value  
$ 520    

Illinois St. Fin. Auth. Rev., Northwestern Memorial Hlthcare.,
5.00%, 8/15/37

  $ 563,404  
  1,070    

Illinois St. Fin. Auth. Rev., Rush Univ. Med. Ctr.,
4.00%, 11/15/39

    1,099,896  
  1,000    

Illinois St. Fin. Auth. Rev., Rush Univ. Med. Ctr.,
5.00%, 11/15/39

    1,099,240  
  1,025    

Illinois St. Fin. Auth. Rev., Swedish Covenant Hosp.,
6.00%, 8/15/38,
Prerefunded 2/15/20 @ $100 (b)

    1,059,819  
  1,000    

Illinois St. Gen. Oblig.,
5.00%, 2/01/27

    1,100,220  
  2,000    

Illinois St. Gen. Oblig.,
5.50%, 1/01/29

    2,296,160  
  750    

Illinois St. Toll Hwy. Auth. Rev.,
5.00%, 1/01/41

    851,647  
  330    

Railsplitter Tobacco Settlement Auth. Rev.,
5.00%, 6/01/27

    387,889  
  1,000    

Railsplitter Tobacco Settlement Auth. Rev.,
6.00%, 6/01/28
Prerefunded 6/01/21 @ $100 (b)

    1,088,380  
  1,000    

Sales Tax Securitization Corp. Rev.,
5.00%, 1/01/48

    1,099,450  
  1,000    

Univ. of Illinois Aux. Facs. Sys. Rev.,
5.00%, 4/01/34

    1,099,890  
   

 

 

 
      18,591,041  
   

 

 

 
 

Indiana—2.8%

 

  240    

Indiana St. Fin. Auth. Hosp. Rev., Indiana Univ. Hlth.,
5.00%, 12/01/28

    276,643  
  2,000    

Indiana St. Fin. Auth. Hosp. Rev., Parkview Hlth.,
5.00%, 11/01/43

    2,304,980  
  1,000    

Indiana St. Fin. Auth. Rev. State Revolving Fund,
5.00%, 2/01/31
Prerefunded 2/01/21 @ $100 (b)

    1,059,040  
   

 

 

 
      3,640,663  
   

 

 

 
 

 

The accompanying notes are an integral part of these financial statements.

 

7


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
 

Kentucky—0.8%

 

$ 900    

Kentucky Bond Dev. Corp. Transient Room Tax Rev.,
5.00%, 9/01/43

  $ 1,041,552  
   

 

 

 
 

Louisiana—5%

 

  1,250    

Louisiana St. Stadium & Exposition Dist. Rev.,
5.00%, 7/01/30

    1,388,425  
  605    

Louisiana St. Stadium & Exposition Dist. Rev.,
5.00%, 7/01/36

    667,146  
  1,250    

Louisiana St. Tran. Auth. Rev.,
5.00%, 8/15/38

    1,397,762  
  300    

New Orleans Swr. Svc. Rev.,
5.00%, 6/01/44

    322,557  
  500    

Port of New Orleans Brd. of Commissioners Port Fac. Rev.,
5.00%, 4/01/33

    540,250  
  1,100    

Regional Tran. Auth. Sales Tax Rev.,
5.00%, 12/01/30, AGM

    1,152,239  
  1,000    

Terrebonne Parish Consol. Wtrwks. Dist. No. 1 Rev.,
5.00%, 11/01/37

    1,099,690  
   

 

 

 
      6,568,069  
   

 

 

 
 

Maine—1.8%

 

  95    

Maine St. Hlth. & Hgr. Edl. Facs. Auth. Rev.,
5.00%, 7/01/33,
Prerefunded 7/1/23 @ $100 (b)

    107,426  
  905    

Maine St. Hlth. & Hgr. Edl. Facs. Auth. Rev.,
5.00%, 7/01/33

    985,427  
  610    

Portland General Arpt. Rev.,
5.00%, 7/01/31

    664,595  
  540    

Portland General Arpt. Rev.,
5.00%, 7/01/32

    586,791  
   

 

 

 
      2,344,239  
   

 

 

 
 

Maryland—1.1%

 

  250    

Baltimore Convention Center Hotel Rev.,
5.00%, 9/01/36

    280,965  
  1,000    

Maryland St. Hlth. & Hgr. Edl. Facs. Auth. Rev., Anne Arundel Hlth. Sys.,
5.00%, 7/01/39

    1,105,770  
   

 

 

 
      1,386,735  
   

 

 

 
Principal
Amount
(000)
   

Description (a)

  Value  
 

Massachusetts—7.5%

 

$ 3,000    

Massachusetts St. Bay Trans. Auth. Rev.,
5.50%, 7/01/29, NRE

  $ 3,974,550  
  1,000    

Massachusetts St. Gen. Oblig.,
5.25%, 9/01/25, AGM

    1,212,200  
  1,000    

Massachusetts St. Gen. Oblig.,
5.50%, 8/01/30, AMBAC

    1,318,250  
  2,000    

Massachusetts St. College Bldg. Auth. Rev.,
5.00%, 5/01/40
Prerefunded 5/1/20 @ $100 (b)

    2,068,020  
  1,000    

Massachusetts St. Port Auth. Rev.,
5.00%, 7/01/47

    1,150,930  
   

 

 

 
      9,723,950  
   

 

 

 
 

Michigan—1.9%

 

  1,000    

Holland Elec. Util. Sys. Rev.,
5.00%, 7/01/39

    1,063,630  
  550    

Michigan St. Fin. Auth. Rev., Beaumont Hlth. Credit Group,
5.00%, 11/01/44

    611,908  
  540    

Michigan St. Bldg. Auth. Rev.,
4.00%, 10/15/36

    578,156  
  225    

Royal Oak Hosp. Fin. Auth. Rev., William Beaumont Hosp.,
5.00%, 9/01/39

    247,784  
   

 

 

 
      2,501,478  
   

 

 

 
 

Nebraska—2.2%

 

  500    

Nebraska St. Pub. Pwr. Dist. Gen. Rev.,
5.00%, 1/01/34

    537,810  
  1,900    

Omaha Gen. Oblig.,
5.25%, 4/01/27

    2,370,174  
   

 

 

 
      2,907,984  
   

 

 

 
 

New Jersey—2%

 

  400    

Camden Cnty. Impvt. Auth. Hlthcare. Redev. Rev., Cooper Hlth. Sys.,
5.00%, 2/15/33

    437,684  
  240    

New Jersey St. Tpk. Auth. Rev.,
4.00%, 1/01/35

    261,288  
  1,750    

Tobacco Settlement Financing Corp. Rev.,
5.25%, 6/01/46

    1,957,533  
   

 

 

 
      2,656,505  
   

 

 

 
 

 

The accompanying notes are an integral part of these financial statements.

 

8


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
 

New York—8.9%

 

$ 1,000    

Albany Indl. Dev. Agy. Rev., Brighter Choice Charter Sch.,
5.00%, 4/01/32

  $ 992,450  
  300    

Buffalo and Erie Cnty. Indl. Land. Dev. Rev., Catholic Hlth. Sys.,
5.25%, 7/01/35

    345,222  
  700    

Long Island Pwr. Auth. Elec. Sys. Gen. Rev.,
5.00%, 9/01/42

    756,707  
  530    

Long Island Pwr. Auth. Elec. Sys. Gen. Rev.,
5.00%, 9/01/42

    616,470  
  600    

New York Cntys. Tobacco Trust VI Rev.,
5.00%, 6/01/45

    628,740  
  100    

New York City Transitional Fin. Auth. Rev., Adjustable Rate Bond,
2.30%, 2/01/45

    100,000  
  400    

New York City Transitional Fin. Auth. Rev., Adjustable Rate Bond,
2.30%, 8/01/45

    400,000  
  1,000    

New York City Mun. Wtr. Fin. Auth., Wtr. & Swr. Sys. Rev.,
5.00%, 6/15/34

    1,112,740  
  1,000    

New York City Mun. Wtr. Fin. Auth., Wtr. & Swr. Sys. Rev.,
5.375%, 6/15/43

    1,055,550  
  1,000    

New York City Mun. Wtr. Fin. Auth., Wtr. & Swr. Sys. Rev.,
5.50%, 6/15/43

    1,059,190  
  2,000    

New York St. Dorm. Auth.,
Personal Inc. Tax Rev.,
5.00%, 03/15/31

    2,322,000  
  900    

Port Auth. of New York and New Jersey Rev.,
5.00%, 6/01/33

    1,020,123  
  500    

Triborough Bridge & Tunnel Auth. Rev.,
5.00%, 11/15/30

    559,040  
  195    

TSASC Inc. Tobacco Settlement Rev.,
5.00%, 6/01/34

    220,407  
  400    

Utility Debt Securitization Auth. Restructuring Rev.,
5.00%, 12/15/31

    454,576  
   

 

 

 
      11,643,215  
   

 

 

 
Principal
Amount
(000)
   

Description (a)

  Value  
 

Ohio—5.7%

 

$ 690    

Deerfield Twp. Tax Increment Rev.,
5.00%, 12/01/25

  $ 691,932  
  555    

Northeast Ohio Regl. Swr. Dist. Rev.,
4.00%, 11/15/43

    598,562  
  500    

Ohio St. Gen. Oblig.,
5.00%, 9/01/30
Prerefunded 9/01/20 @ $100 (b)

    522,550  
  2,000    

Ohio St. Hosp. Rev.,
Univ. Hosp. Hlth. Sys.,
4.00%, 1/15/44

    2,063,420  
  1,040    

Ohio St. Tpk. Comm. Rev.,
5.00%, 2/15/31
Prerefunded 2/15/20 @ $100 (b)

    1,067,238  
  2,445    

Ohio St. Wtr. Dev. Auth. Rev.,
5.50%, 6/01/20, AGM

    2,547,250  
   

 

 

 
      7,490,952  
   

 

 

 
 

Oregon—1.8%

 

  500    

Oregon St. Gen. Oblig.,
5.00%, 5/01/41

    579,155  
  570    

Port of Portland Intl. Arpt. Rev.,
5.00%, 7/01/32

    636,394  
  1,000    

Washington Cnty. Sch. Dist. 48J (Beaverton), Gen. Oblig. Convertible CAB,
5.00%, 6/15/36

    1,190,700  
   

 

 

 
      2,406,249  
   

 

 

 
 

Pennsylvania—4.5%

 

  2,000    

Delaware River Port Auth. Rev.,
5.00%, 1/01/34

    2,250,020  
  500    

Pennsylvania St. Higher Ed. Facs. Auth. Rev.,
5.00%, 6/15/28

    516,890  
  1,020    

Pennsylvania St. Tpk. Commision, Oil Franchise Tax Rev.,
5.00%, 12/01/23, AGC,
Prerefunded 12/01/19 @ $100 (b)

    1,040,125  
  2,000    

Philadelphia Wtr. & Wstwtr. Rev.,
5.00%, 1/01/41

    2,083,540  
   

 

 

 
      5,890,575  
   

 

 

 
 

Rhode Island—2.2%

 

  1,070    

Rhode Island St. Clean Wtr. Fin. Agy., Wtr. Poll. Control Rev. (Green Bonds),
5.00%, 10/01/32

    1,232,576  
 

 

The accompanying notes are an integral part of these financial statements.

 

9


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
$ 1,600    

Rhode Island St. Hlth. & Edl. Bldg. Corp., Higher Ed. Facs. Rev.,
Providence College,
5.00%, 11/01/41

  $ 1,699,936  
   

 

 

 
      2,932,512  
   

 

 

 
 

South Carolina—2%

 

  2,000    

Charleston Cnty. Spl. Source Rev.,
5.00%, 12/01/32

    2,262,360  
  290    

SCAGO Edl. Facs. Corp. Rev., Pickens Cnty. Sch. Dist.,
5.00%, 12/01/24

    337,598  
   

 

 

 
      2,599,958  
   

 

 

 
 

Tennessee—5.5%

 

  250    

Chattanooga-Hamilton Cnty. Hosp. Auth. Rev., Erlanger Hlth. Sys.,
5.00%, 10/01/34

    275,098  
  1,620    

Tennessee St. Energy Acquisition Corp. Rev.,
5.25%, 9/01/20

    1,679,875  
  1,000    

Tennessee St. Energy Acquisition Corp. Rev.,
5.25%, 9/01/21

    1,063,810  
  695    

Tennessee St. Hsg. Dev. Agy.,
3.625%, 7/01/32

    730,542  
  495    

Tennessee St. Hsg. Dev. Agy.,
3.90%, 7/01/42

    510,018  
  495    

Tennessee St. Hsg. Dev. Agy.,
4.00%, 7/01/43

    516,033  
  2,000    

Tennessee St. Sch. Bond Auth. Rev.,
5.00%, 11/01/42

    2,373,480  
   

 

 

 
      7,148,856  
   

 

 

 
 

Texas—8.8%

 

  850    

Austin Indep. Sch. Dist. Gen. Oblig.,
4.00%, 8/01/36, PSF

    928,889  
  650    

Dallas Area Rapid Transit Rev.,
5.00%, 12/01/41

    746,759  
  500    

Houston Arpt. Sys. Rev.,
5.00%, 7/01/32

    540,260  
  1,250    

Houston Arpt. Sys. Rev.,
5.00%, 7/01/39

    1,484,163  
  1,000    

Houston Hotel Occupancy Tax & Spl. Rev.,
5.25%, 9/01/29

    1,073,700  
Principal
Amount
(000)
   

Description (a)

  Value  
$ 1,410    

Houston Util. Sys. Rev.,
5.00%, 11/15/32

  $ 1,588,182  
  1,000    

North Texas Twy. Auth. Rev.,
5.00%, 1/01/31

    1,143,480  
  1,000    

North Texas Twy. Auth. Rev.,
4.00%, 1/01/43

    1,051,260  
  700    

San Antonio Indep. Sch. Dist. Sch. Bldg. Gen. Oblig.,
5.00%, 8/15/38, PSF

    814,828  
  1,000    

Texas Water Development Brd. Rev.,
St. Wtr. Implementation Fund,
4.00%, 10/15/47

    1,077,780  
  1,000    

Upper Trinity Reg. Wtr. Dist. Rev.,
4.00%, 8/01/37, AGM

    1,032,460  
   

 

 

 
      11,481,761  
   

 

 

 
 

Vermont—2.1%

 

  2,000    

Univ. of Vermont & St. Agric. College Gen. Oblig.,
5.00%, 10/01/38

    2,165,600  
  500    

Vermont St. Edl. and Hlth. Bldg. Fin. Agy. Rev.,
Univ. of Vermont Med. Center,
5.00%, 12/01/35

    577,270  
   

 

 

 
      2,742,870  
   

 

 

 
 

Virginia—2.9%

 

  1,250    

Riverside Regl. Jail Auth. Fac. Rev.,
5.00%, 7/01/26

    1,478,813  
  2,000    

Virginia St. College Bldg. Auth. Rev.,
5.00%, 2/01/23

    2,244,040  
   

 

 

 
      3,722,853  
   

 

 

 
 

Washington—0.9%

 

  1,000    

King Cnty. Wtr. Rev.,
5.00%, 7/01/41

    1,156,520  
   

 

 

 
 

Wisconsin—3%

 

  1,400    

Wisconsin St. Pub. Fin. Auth. Hosp. Rev., Renown Reg. Med. Ctr.,
5.00%, 6/01/40

    1,545,516  
  250    

Wisconsin St. Pub. Fin. Auth., Solid Waste Disp. Rev.,
2.875%, 5/01/27

    252,353  
  190    

Wisconsin St. Gen. Rev.,
6.00%, 5/01/33,
Prerefunded 5/01/19 @ $100 (b)

    190,000  
 

 

The accompanying notes are an integral part of these financial statements.

 

10


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Principal
Amount
(000)
   

Description (a)

  Value  
$ 1,810    

Wisconsin St. Gen. Rev.,
6.00%, 5/01/33
Prerefunded 5/01/19 @ $100 (b)

  $ 1,810,000  
   

 

 

 
      3,797,869  
   

 

 

 
 

Wyoming—0.7%

 

  900    

Wyoming St. Farm Loan Brd. Cap. Facs. Rev.,
5.75%, 10/01/20

    923,733  
   

 

 

 
 

Total Long-Term Investments (Cost $183,488,463)

    192,634,762  
   

 

 

 
 

TOTAL INVESTMENTS—147.8%

 

 

(Cost $183,488,463)

    192,634,762  
 

Variable Rate MuniFund Term Preferred Shares at liquidation value—(49.9)%

    (65,000,000
 

Other assets less other liabilities—2.1%

    2,720,339  
   

 

 

 
 

NET ASSETS APPLICABLE TO COMMON STOCK—100.0%

    $130,355,101  
   

 

 

 

 

(a)

The following abbreviations are used in the portfolio descriptions:

AGC—Assured Guaranty Corp.*

AGM—Assured Guaranty Municipal Corp.*

AMBAC—Ambac Assurance Corporation*

BAM—Build America Mutual Assurance Company*

CAB—Capital Appreciation Bond

COP—Certificate of Participation

FHA—Federal Housing Authority*

NRE—National Public Finance Guarantee Corporation*

PSF—Texas Permanent School Fund*

*

Indicates an obligation of credit support, in whole or in part.

(b)

Prerefunded and escrowed to maturity issues are secured by escrowed cash, U.S. government obligations, or other securities.

The percentage shown for each investment category is the total value of that category as a percentage of the net assets applicable to common stock of the Fund.

The Fund’s investments are carried at fair value which is defined as the price that the Fund would receive upon selling an

investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. The three-tier hierarchy of inputs established to classify fair value measurements for disclosure purposes is summarized in the three broad levels listed below.

 

Level 1—

quoted prices in active markets for identical securities.

Level 2—

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

Level 3—

significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. The following is a summary of the inputs used to value each of the Fund’s investments at April 30, 2019:

 

     Level 2  

Municipal bonds

     $192,634,762  
  

 

 

 

There were no Level 1 or Level 3 priced securities held and there were no transfers into or out of Level 3.

 

 

The accompanying notes are an integral part of these financial statements.

 

11


DTF TAX-FREE INCOME INC.

SCHEDULE OF INVESTMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Summary of Ratings

as a Percentage of Long-Term Investments

 

Rating *

   %  

AAA

     6.2  

AA

     48.8  

A

     35.1  

BBB

     8.0  

BB

     0.0  

B

     0.5  

NR

     1.4  
  

 

 

 
     100.0  
  

 

 

 

 

*

Individual ratings are grouped based on the lower rating of Standard & Poor’s Financial Services LLC (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”) and are expressed using the S&P ratings scale. If a particular security is rated by either S&P or Moody’s, but not both, then the single rating is used. If a particular security is not rated by either S&P or Moody’s, then a rating from Fitch Ratings, Inc. is used, if available. The Fund does not evaluate these ratings but simply assigns them to the appropriate credit quality category as determined by the ratings agencies, as applicable. Securities that have not been rated by S&P, Moody’s or Fitch totaled 1.4% of the portfolio at the end of the reporting period.

Portfolio Composition

as a Percentage of Total Investments

 

     %  

Healthcare

     14.1  

General Obligation

     12.0  

Education

     11.7  

Water & Sewer

     10.6  

Special Tax

     10.3  

Pre-Refunded

     8.2  

Transportation

     8.0  

Leasing

     4.7  

Airports

     4.6  

Electric & Gas

     4.5  

Other

     11.3  
  

 

 

 
     100.0  
  

 

 

 
 

 

The accompanying notes are an integral part of these financial statements.

 

12


DTF TAX-FREE INCOME INC.

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2019

(Unaudited)

 

ASSETS:

  

Investments, at value (cost $183,488,463)

     $192,634,762  

Cash

     21,716  

Interest receivable

     2,747,933  

Prepaid expenses

     46,364  
  

 

 

 

Total assets

     195,450,775  
  

 

 

 

LIABILITIES:

  

Investment advisory fee (Note 3)

     80,016  

Administrative fee (Note 3)

     14,925  

Accrued expenses

     57,081  

Variable Rate MuniFund Term Preferred Shares (650 shares issued and outstanding, liquidation preference $100,000 per share, net of deferred offering costs of $56,348) (Note 6)

     64,943,652  
  

 

 

 

Total liabilities

     65,095,674  
  

 

 

 
NET ASSETS APPLICABLE TO COMMON STOCK      $130,355,101  
  

 

 

 

CAPITAL:

  

Common stock ($0.01 par value per share; 599,997,400 shares authorized, 8,520,685 issued and outstanding)

     $85,207  

Additional paid-in capital

     120,145,548  

Net distributable earnings

     10,124,346  
  

 

 

 

Net assets applicable to common stock

     $130,355,101  
  

 

 

 

NET ASSET VALUE PER SHARE OF COMMON STOCK

     $15.30  
  

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

13


DTF TAX-FREE INCOME INC.

STATEMENT OF OPERATIONS

For the six months ended April 30, 2019

(Unaudited)

 

INVESTMENT INCOME:

  

Interest

     $3,581,266  
  

 

 

 

EXPENSES:

  

Interest expense and amortization of deferred offering costs on preferred shares (Note 6)

     1,258,852  

Investment advisory fees (Note 3)

     476,703  

Administrative fees (Note 3)

     88,351  

Professional fees

     49,600  

Directors’ fees

     44,919  

Custodian fees

     27,600  

Reports to shareholders

     21,431  

Transfer agent fees

     13,635  

Other expenses

     34,797  
  

 

 

 

Total expenses

     2,015,888  
  

 

 

 

Net investment income

     1,565,378  
  

 

 

 

REALIZED AND UNREALIZED GAIN:

  

Net realized gain on investments

     66,795  

Net change in unrealized appreciation (depreciation) on investments

     7,015,758  
  

 

 

 

Net realized and unrealized gain on investments

     7,082,553  
  

 

 

 

NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCK RESULTING FROM OPERATIONS

     $8,647,931  
  

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

14


DTF TAX-FREE INCOME INC.

STATEMENTS OF CHANGES IN NET ASSETS

 

     For the six
months ended
April 30, 2019
(Unaudited)
    For the
year ended
October 31, 2018
 

OPERATIONS:

    

Net investment income

     $1,565,378       $4,012,488  

Net realized gain

     66,795       1,378,409  

Net change in unrealized appreciation (depreciation)

     7,015,758       (9,232,584
  

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to common stock resulting from operations

     8,647,931       (3,841,687
  

 

 

   

 

 

 

DISTRIBUTIONS TO COMMON STOCKHOLDERS:

    

Net investment income and net realized gains

     (2,842,766     (5,296,457
  

 

 

   

 

 

 

Decrease in net assets from distributions to common stockholders (Note 5)

     (2,842,766     (5,296,457
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     5,805,165       (9,138,144

TOTAL NET ASSETS APPLICABLE TO COMMON STOCK:

    

Beginning of period

     124,549,936       133,688,080  
  

 

 

   

 

 

 

End of period

     $130,355,101       $124,549,936  
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

15


DTF TAX-FREE INCOME INC.

STATEMENT OF CASH FLOWS

For the six months ended April 30, 2019

(Unaudited)

 

INCREASE (DECREASE) IN CASH

    

Cash flows provided by (used in) operating activities:

    

Interest received

     $4,252,038    

Expenses paid

     (1,180,101  

Interest expense paid

     (883,041  

Purchase of investment securities

     (8,646,996  

Proceeds from sales and maturities of investment securities

     7,191,898    
  

 

 

   

Net cash provided by operating activities

       $733,798  

Cash flows provided by (used in) financing activities:

    

Distributions paid

     (2,842,766  
  

 

 

   

Net cash used in financing activities

       (2,842,766
    

 

 

 

Net decrease in cash

       (2,108,969

Cash-beginning of period

       2,130,685  
    

 

 

 

Cash-end of period

       $21,716  
    

 

 

 

Reconciliation of net increase in net assets resulting from operations to net cash provided by operating activities:

    

Net increase in net assets resulting from operations

       $8,647,931  

Purchase of investment securities

     (8,646,996  

Proceeds from sales and maturities of investment securities

     7,191,898    

Net amortization and accretion of premiums and discounts on debt securities

     746,215    

Amortization of deferred offering costs

     15,886    

Net realized gain on investments

     (66,795  

Net change in unrealized (appreciation) depreciation on investments

     (7,015,758  

Increase in interest receivable

     (75,443  

Decrease in accrued expenses

     (63,140  
  

 

 

   

Total adjustments

       (7,914,133
    

 

 

 

Net cash provided by operating activities

       $733,798  
    

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

16


DTF TAX-FREE INCOME 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, 2019
(Unaudited)
    For the year ended October 31,  
PER SHARE DATA:   2018     2017     2016     2015     2014  

Net asset value, beginning of period

     $14.62       $15.69       $16.31       $16.31       $16.70       $15.74  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     0.18       0.47       0.54       0.57       0.69       0.73  

Net realized and unrealized gain (loss)

     0.83       (0.92     (0.41     0.30       (0.24     1.08  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations applicable to common stock

     1.01       (0.45     0.13       0.87       0.45       1.81  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions on common stock:

            

Net investment income

     (0.21     (0.59     (0.70     (0.84     (0.84     (0.85

Net realized gains

     (0.12     (0.03     (0.05     (0.03            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.33     (0.62     (0.75     (0.87     (0.84     (0.85
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

     $15.30       $14.62       $15.69       $16.31       $16.31       $16.70  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share market value, end of period

     $13.63       $12.34       $14.16       $15.08       $15.13       $15.15  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
RATIOS TO AVERAGE NET ASSETS APPLICABLE TO COMMON STOCK:             

Operating expenses

     3.19 %*      2.58     2.29     2.16     1.86     1.89

Operating expenses, without leverage

     1.17 %*      1.16     1.15     1.13     1.11     1.13

Net investment income

     2.48 %*      3.10     3.42     3.45     4.21     4.51
SUPPLEMENTAL DATA:             

Total return on market value(1)

     13.32     (8.72 )%      (1.21 )%      5.31     5.55     13.19

Total return on net asset value(1)

     7.01     (2.94 )%      0.95     5.41     2.77     11.79

Portfolio turnover rate

     3     23     17     14     16     9

Net assets applicable to common stock, end of period (000’s omitted)

     $130,355       $124,550       $133,688       $138,973       $138,981       $142,225  

Preferred stock outstanding, end of period (000’s omitted)(2)

     $65,000       $65,000       $65,000       $65,000       $65,000       $65,000  

Asset coverage on preferred stock(3)

     $300,546       $291,615       $305,674       $313,804       $313,817       $318,808  

Asset coverage ratio on preferred stock(4)

     301     292     306     314     314     319

 

*

Annualized

(1) 

Total return on market value assumes a purchase of common stock at the opening market price on the first business day and a sale at the closing market price on the last business day of each period shown in the table and assumes reinvestment of dividends at the actual reinvestment prices obtained under the terms of the Fund’s dividend reinvestment plan. Total return on net asset value uses the same methodology, but with use of net asset value for beginning, ending and reinvestment values.

(2) 

The Fund’s preferred stock is not publicly traded.

(3) 

Represents value of net assets applicable to common stock plus preferred stock outstanding at period end divided by the preferred stock outstanding at period end, calculated per $100,000 liquidation preference per share of preferred stock.

(4) 

Represents value of net assets applicable to common stock plus preferred stock outstanding at period end divided by the preferred stock outstanding at period end.

 

The accompanying notes are an integral part of these financial statements.

 

17


DTF TAX-FREE INCOME INC.

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

(Unaudited)

 

Note 1. Organization

DTF Tax-Free Income Inc. (the “Fund”) was incorporated under the laws of the State of Maryland on September 24, 1991. The Fund commenced operations on November 29, 1991 as a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is current income exempt from regular federal income tax consistent with preservation of capital.

Note 2. Significant Accounting Policies

The following are the significant accounting policies of the Fund.

A. Investment Valuation: Debt securities are generally valued based on the evaluated bid using prices provided by one or more dealers regularly making a market in that security, an independent pricing service, or quotes from broker-dealers, when such prices are believed to reflect the fair value of such securities and are generally classified as Level 2. The relative liquidity of some securities in the Fund’s portfolio may adversely affect the ability of the Fund to accurately value such securities. Any securities for which it is determined that market prices are unavailable or inappropriate are valued at fair value using a procedure determined in good faith by the Board of Directors and are classified as Level 2 or 3 based on the valuation inputs.

B. Investment Transactions and Investment Income: Securities transactions are recorded on the trade date. Realized gains and losses on sales of securities are determined on the identified cost basis. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts on securities using the effective interest method.

C. Federal Income Taxes: It is the Fund’s intention to comply with requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income and capital gains to its shareholders. Therefore, no provision for federal income or excise taxes is required. Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund’s tax returns filed for the tax years 2015 to 2018 are subject to such review.

D. Dividends and Distributions: The Fund declares and pays dividends on its common stock monthly from net investment income. Net capital gains, if any, in excess of capital loss carryforwards are expected to be distributed annually. Dividends and distributions are recorded on the ex-dividend date. Dividends on the Fund’s Variable Rate MuniFund Term Preferred Shares (“VMTP Shares”) are accrued on a daily basis and paid on a monthly basis and are determined as described in Note 6.

The amount and timing of distributions are generally determined in accordance with federal tax regulations, which may differ from U.S. generally accepted accounting principles.

E. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F. Accounting Standards: In 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, which shortens the premium amortization period for callable debt. For public companies, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2018. At this time, management is evaluating the implications of ASU No. 2017-08 and its impact on the financial statements and accompanying notes.

 

18


DTF TAX-FREE INCOME INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Note 3. Agreements and Management Arrangements

A. Adviser: The Fund has an Advisory Agreement with Duff & Phelps Investment Management Co. (the “Adviser”), an indirect, wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”). The investment advisory fee is payable monthly at an annual rate of 0.50% of the Fund’s average weekly managed assets, which is defined as the average weekly value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund (other than the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).

B. Administrator: The Fund has an Administration Agreement with J.J.B. Hilliard, W.L. Lyons, LLC (“Hilliard”). The administration fee is payable quarterly at an annual rate of 0.14% of the Fund’s average weekly net assets, which is defined as the average weekly value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund (including the aggregate amount of any outstanding borrowings or other indebtedness constituting financial leverage).

C. Directors: The Fund pays each director not affiliated with the Adviser an annual fee. Total fees paid to directors for the six months ended April 30, 2019 were $44,919.

D. Affiliated Shareholder: At April 30, 2019, Virtus Partners, Inc. (a wholly owned subsidiary of Virtus) held 34,265 shares of the Fund which represent 0.40% of shares of common stock outstanding. These shares may be sold at any time.

Note 4. Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2019 were $5,934,856 and $6,214,720, respectively.

Note 5. Distributions and Tax Information

At October 31, 2018, the federal tax cost and aggregate gross unrealized appreciation (depreciation) were as follows:

 

Federal Tax

Cost

  Unrealized
Appreciation
  Unrealized
Depreciation
  Net
Unrealized
Appreciation
$184,431,293   $4,577,168   $(2,430,175)   $2,146,993

The difference between the book basis and tax basis of unrealized appreciation (depreciation) and cost of investments is primarily attributable to the tax treatment of discount accretion on fixed income securities.

The tax character of distributions paid to common shareholders during the year ended October 31, 2018 was as follows:

 

     10/31/2018  

Distributions paid from:

  

Tax-exempt income

     $4,984,600  

Ordinary income

     1,465  

Long-term capital gains

     310,392  
  

 

 

 

Total distributions

     $5,296,457  
  

 

 

 

The tax character of distributions paid in 2019 will be determined at the Fund’s fiscal year end, October 31, 2019.

 

19


DTF TAX-FREE INCOME INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

April 30, 2019

(Unaudited)

 

Note 6. Variable Rate MuniFund Term Preferred Shares

The Fund has issued and outstanding 650 shares of Series 2021 Variable Rate MuniFund Term Preferred Shares (VMTP Shares) each with a liquidation preference of $100,000. The VMTP Shares are a floating-rate form of preferred shares with a mandatory redemption date. The Fund is required to redeem all outstanding VMTP Shares on January 31, 2021, unless earlier redeemed, repurchased or extended. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The redemption price per share is equal to the sum of the liquidation value per share plus any accumulated but unpaid dividends and a redemption premium, if any.

Key terms of the series of VMTP Shares at April 30, 2019 are as follows:

 

Series   Shares
Outstanding
  Liquidation
Preference
    Weekly Rate Reset   Rate     Mandatory
Redemption
Date
 
2021   650     $65,000,000     SIFMA Municipal Swap Index + 1.40%     3.70%       1/31/2021  

The Fund incurred costs in connection with the issuance of the VMTP Shares. These costs were recorded as a deferred charge and are being amortized over the five year life of the VMTP Shares. Amortization of these deferred offering costs of $15,886 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 VMTP shares under the caption “Variable Rate MuniFund Term Preferred Shares” on the Statement of Assets and Liabilities.

Dividends on the VMTP Shares (which are treated as interest expense for financial reporting purposes) are accrued daily and paid monthly. The average daily liquidation value outstanding and the weighted daily average dividend rate of the VMTP Shares during the six months ended April 30, 2019, were $65,000,000 and 3.03%, respectively.

The VMTP Shares are not listed on any exchange or automated quotation system. The fair value of the VMTP Shares is estimated to be their liquidation preference. The VMTP Shares are categorized as Level 2 within the fair value hierarchy. The Fund is subject to certain restrictions relating to the VMTP Shares, such as maintaining certain asset coverage, effective leverage ratio and overcollateralization ratio requirements. Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common shareholders or purchasing common shares and/or could trigger the mandatory redemption of the VMTP Shares at liquidation value.

Note 7. Indemnifications

Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expects the risk of loss to be remote.

Note 8. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.

 

20


 

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/dtf 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 a request 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 leverage in the form of the Fund’s preferred stock, 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 and noted an almost total lack of turnover. 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. 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 general and insured municipal debt funds for the 1-, 3- and 5-year periods ended June 30, 2018. The Adviser provided the Contracts Committee with performance information for the Fund for various periods, measured against two benchmarks: the Bloomberg Barclays Municipal Bond Index and the Lipper Leveraged Municipal Debt Funds Average (the Fund’s category as determined by Thomson Reuters Lipper). The Committee noted that the Fund’s NAV total return had outperformed the Bloomberg Barclays Municipal Bond Index for the 3- and 5-year periods ended June 30, 2018, while noting that it had underperformed the index for the most recent 1-year period. The Committee further noted that the Fund’s NAV total return had underperformed compared to the Lipper Leveraged Municipal Debt Fund Average for the 1-, 3-, and 5-year periods ended June 30, 2018. The Contracts Committee further noted that on a market value total return basis, the Fund had underperformed the Bloomberg Barclays

 

21


Municipal Bond Index over the 1- and 5-year periods ended June 30, 2018, while noting that it had outperformed the index for the 3-year period ended June 30, 2018. The Contracts Committee also noted that on a market value total return basis, the Fund had underperformed the Lipper Leveraged Municipal Debt Fund Average over the 1-, 3- and 5-year periods ended June 30, 2018. In evaluating the Fund’s performance, the Contracts Committee further considered the Adviser’s explanation that the fixed-income investments comprising certain of the benchmarks include higher yielding, lower-quality bonds in which the Fund is not permitted to invest.

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 municipal debt 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 (reflecting fee waivers, if any) 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 above 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 asset 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, tenor and accounting treatment of the leverage used by each fund. The Contracts Committee concluded that those factors, because of their varying impact on the cost of each fund’s leverage, were 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 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, and that such leverage has continued to be accretive, generating net income for the Fund’s common shareholders over and above its cost.

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 concluded that currently the Fund is not sufficiently large to realize benefits from economies of scale with fee breakpoints. 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 schedule for investment advisory clients other than the Fund. The Contracts

 

22


Committee noted that, among all accounts managed by the Adviser, the Fund’s advisory fee rate is slightly 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 external reporting (including quarterly and 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, (6) manage the use of financial leverage and respond to changes in the financial markets and regulatory environment that could affect the amount and type of the Fund’s leverage and (7) 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. As a fixed-income fund, the Contracts Committee noted that the Fund does not utilize affiliates of the Adviser for brokerage purposes.

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, 2020. On December 13, 2018, the Contracts Committee presented its 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, 2020.

 

 

INFORMATION ABOUT PROXY VOTING BY THE FUND (Unaudited)

 

Although the Fund does not typically hold voting securities, a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling the Administrator toll-free at (833) 604-3163 or is available on the Fund’s website www.dpimc.com/dtf or on the SEC’s website www.sec.gov.

 

 

INFORMATION ABOUT THE FUND’S PORTFOLIO HOLDINGS (Unaudited)

 

The Fund filed its complete schedule of portfolio holdings with the SEC for its first fiscal quarter (January 31) on Form N-Q. Beginning with its third fiscal quarter (July 31) and for each subsequent fiscal quarter thereafter, the Fund will file its complete schedule of portfolio holdings as an exhibit to Form N-PORT (NPORT-EX). The Fund’s Form N-Q is available and Form NPORT-EX will be available on the SEC’s website at www.sec.gov. In addition, the Fund’s Forms N-Q and NPORT-EX are available without charge, upon request, by calling the Administrator toll-free at (833) 604-3163 or are available on the Fund’s website at www.dpimc.com/dtf.

 

23


 

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.

 

 

ANNUAL MEETING OF SHAREHOLDERS (Unaudited)

 

The Annual Meeting of Shareholders of the Fund was held on March 11, 2019. The following is a description of the matter voted upon at the meeting and the number of votes cast on the matter:

 

    

Shares Voted
For

    

Shares
Withheld

 

1. Election of directors*

     

To elect three directors to serve until the Annual Meeting in the year 2022 or until their successors are duly elected and qualified:

     

Robert J. Genetski** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     650        0  

Philip R. McLoughlin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     6,858,452        633,343  

Nathan I. Partain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     6,875,043        616,752  

 

*

Directors whose term of office continued beyond this meeting are as follows: Donald C. Burke, Geraldine M. McNamara, Eileen A. Moran and David J. Vitale.

**

Elected by the holders of the Fund’s preferred stock voting as a separate class.

 

24


Board of Directors

David J. Vitale Chairman

Eileen A. Moran Vice Chairperson

Donald C. Burke

Robert J. Genetski

Philip R. McLoughlin

Geraldine M. McNamara

Nathan I. Partain, CFA

Officers

Nathan I. Partain, CFA President and Chief Executive Officer

Daniel J. Petrisko, CFA Senior Vice President and Assistant Secretary

Timothy M. Heaney, CFA Vice President and Chief Investment Officer

Lisa H. Leonard Vice President

William J. Renahan Vice President and Secretary

Dianna P. Wengler Vice President and Assistant Secretary

Alan M. Meder, CFA, CPA Treasurer and Assistant Secretary

Joyce B. Riegel Chief Compliance Officer

DTF Tax-Free Income Inc.

Common stock traded on the New York

Stock Exchange under the symbol DTF

Investment Adviser

Duff & Phelps Investment Management Co.

200 South Wacker Drive, Suite 500

Chicago, lL 60606

Call toll-free (800) 243-4361 ext. 4941

(860) 263-4941

www.dpimc.com/dtf

Administrator

J.J.B. Hilliard, W.L. Lyons, LLC

500 West Jefferson Street

Louisville, KY 40202

Call toll-free (833) 604-3163

Transfer Agent

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

Call toll-free (866) 668-8552

Custodian

State Street Bank and Trust Company

Legal Counsel

Mayer Brown LLP

Independcnt Registered Public Accounting Firm

Ernst & Young LLP

 


ITEM 2.

CODE OF ETHICS.

Not applicable.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

INVESTMENTS.

Included as part of the report to stockholders filed under Item 1 of this report.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

During the period covered by this report, no purchases were made by or on behalf of the registrant or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors have been implemented after the registrant last provided disclosure in response to the requirements of Item 22(b)(15) of Schedule 14A (i.e., in the registrant’s Proxy Statement dated January 22, 2019) or this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on an evaluation of those controls and procedures made as of a date within 90 days of the filing date of this report as required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Exchange Act.

(b) There has been no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of 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 12.

DISCLOSURES OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.


ITEM 13.

EXHIBITS.

 

(a)   

Exhibit 99.CERT

  

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(b)

  

Exhibit 99.906CERT

  

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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)   

DTF TAX-FREE INCOME INC.

By (Signature and Title)

  

 /s/ NATHAN I. PARTAIN                                                     

  

 Nathan I. Partain

  

 President and Chief Executive Officer

  

 (Principal Executive Officer)

Date

  

 June 27, 2019

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/ NATHAN I. PARTAIN                                                     

  

 Nathan I. Partain

  

 President and Chief Executive Officer

  

 (Principal Executive Officer)

Date

  

 June 27, 2019

By (Signature and Title)

  

 /s/ ALAN M. MEDER                                                     

  

 Alan M. Meder

  

 Treasurer and Assistant Secretary

      (Principal Financial and Accounting Officer)
Date     June 27, 2019