Report of Independent
Registered Public Accounting Firm
To the Shareholders and Board of Directors of DTF Tax-Free
Income 2028 Term Fund Inc.
In planning and performing our audit of the financial
statements of DTF Tax-Free Income 2028 Term Fund Inc. (the Fund) as of and for the year ended October 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Fund’s internal control over
financial reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-CEN, but not for the purpose of expressing an opinion on the effectiveness of
the Fund’s internal control over financial reporting. Accordingly, we express
no such opinion.
The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting. In fulfilling
this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of controls. A company’s internal
control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with U.S. generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally
accepted accounting principles, and that receipts
and expenditures of the company
are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that
controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the Fund’s annual or interim financial statements will
not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control that might be material weaknesses under standards established by the
PCAOB. However, we noted no deficiencies in the Fund’s internal control over
financial reporting and its operation, including controls over safeguarding
securities, that we consider to be a material weakness as defined above as of
October 31, 2023.
This report is intended solely for the information and use of
management and the Board of Directors of DTF Tax-Free Income 2028 Term Fund
Inc. and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
/s/
Ernst & Young LLP
Chicago, Illinois December 15,
2023
Section 16(a) Beneficial
Ownership Reporting Compliance. Section 30(h) of the Investment Company Act
of 1940 imposes the filing requirements of section 16 of the Securities
Exchange Act of 1934 upon (i) the registrant’s directors and officers, (ii) the
registrant’s investment adviser and certain of its affiliated persons and (iii)
every person who is directly or indirectly the beneficial owner of more than
10% of any class of the registrant’s outstanding securities (other than
short-term paper). Based solely on a review of the copies of Section 16(a)
forms furnished to the registrant, or written representations that no Forms 5
were required, the registrant believes that during the fiscal year ended
October 31, 2023 all such filing requirements were complied with, except for
one late Form 3 filing by Timothy P. Riordan, an officer of the registrant.