<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
(Names of Co-Registrants as Specified In Their Charters)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
55 East Monroe Street
Chicago, Illinois 60603
Telephone (312) 263-2610
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 26, 1999
To the Shareholders of:
Duff & Phelps Utilities Tax-Free Income Inc.
Duff & Phelps Utility and Corporate Bond Trust Inc.
NOTICE IS HEREBY GIVEN to the holders of shares of common stock, par value
$.01 per share ("Common Shares"), of each of Duff & Phelps Utilities Tax-Free
Income Inc. ("DTF") and Duff & Phelps Utility and Corporate Bond Trust Inc.
("DUC") (DTF and DUC sometimes being referred to herein individually as a
"Fund" and collectively as the "Funds") and to the holders of shares of
preferred stock, liquidation preference $50,000 per share, designated
Remarketed Preferred Stock (the "RP") of DTF, that the Annual Meetings of the
Shareholders of DTF and DUC (the "Meeting") will be held jointly at The Cliff
House, 395 Deer Cliff Road, Avon, Connecticut 06001, on May 26, 1999 at 8:00
a.m., for the following purposes:
1. ELECT DIRECTORS: To elect directors of each Fund in the following
manner:
(a) with respect to DTF, to elect three directors, each to be elected
by the holders of Common Shares of DTF and holders of RP of DTF, voting
together as a single class, to serve until the Annual Meeting in 2002
or until successors are duly elected and qualified; and
(b) with respect to DUC, to elect three directors by the holders of
Common Shares of DUC, to serve until the Annual Meeting in 2002 or
until successors are duly elected and qualified.
2. INDEPENDENT AUDITORS: To ratify or reject the independent auditors for
DTF and DUC in the following manner:
(a) with respect to DTF, to ratify or reject, by the holders of
Common Shares of DTF and holders of RP of DTF, voting together as a
single class, the selection of Ernst & Young LLP as independent
auditors for the Fund's fiscal year ending October 31, 1999; and
(b) with respect to DUC, to ratify or reject, by the holders of
Common Shares of DUC, the selection of Ernst & Young LLP as independent
auditors for the Fund's fiscal year ending December 31, 1999.
3. OTHER BUSINESS: To transact such other business as may properly come
before the Meeting.
Holders of record of Common Shares and RP of DTF, in each case at the close
of business on April 22, 1999, and holders of Common Shares of DUC at the
close of business on April 15, 1999, are entitled to notice of and to vote at
the Meeting and any adjournment thereof.
By order of the Boards of Directors
of DTF and DUC
Thomas N. Steenburg, Secretary
April 26, 1999
<PAGE>
SHAREHOLDERS OF EACH OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN
WHICH YOU WERE A SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN IT, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
THAT YOU MAIL YOUR PROXY PROMPTLY.
MANAGEMENT OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE IN FAVOR OF THE
NOMINEES FOR THE BOARDS OF DIRECTORS LISTED IN THE JOINT PROXY STATEMENT AND
FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF EACH OF THE FUNDS.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE>
JOINT PROXY STATEMENT
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
55 East Monroe Street
Chicago, Illinois 60603
Telephone (312) 263-2610
JOINT ANNUAL MEETING OF SHAREHOLDERS
May 26, 1999
INTRODUCTION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Boards of Directors of Duff & Phelps Utilities Tax-Free Income Inc.
("DTF") and Duff & Phelps Utility and Corporate Bond Trust Inc. ("DUC") of
proxies to be voted at the Joint Annual Meeting of Shareholders of DTF and
DUC, and at any and all adjournments thereof (the "Meeting"), to be held at
The Cliff House, 395 Deer Cliff Road, Avon, Connecticut 06001, on May 26, 1999
at 8:00 a.m. The approximate mailing date of this Joint Proxy Statement and
accompanying forms of proxy is April 26, 1999. DTF and DUC sometimes are
referred to herein individually as a "Fund" and collectively as the "Funds".
The Board of Directors of DTF has fixed the close of business on April 22,
1999 as the record date (the "DTF Record Date") for the determination of
holders of shares of common stock, par value $0.01 per share, of DTF ("DTF
Common Shares") and holders of shares of preferred stock, liquidation
preference $50,000 per share, designated Remarketed Preferred Stock, of DTF
("RP") entitled to vote at the Meeting. The Board of Directors of DUC has
fixed the close of business on April 15, 1999 as the record date (the "DUC
Record Date" and, with the DTF Record Date, the "Record Dates") for the
determination of holders of shares of common stock, par value $0.01 per share,
of DUC ("DUC Common Shares" and, collectively with the DTF Common Shares and
the RP, the "Shares") entitled to vote at the Meeting. Holders of Shares on
the respective Record Dates will be entitled to one vote for each Share held,
with no Shares having cumulative voting rights. As of the respective Record
Dates, there were 8,479,602 issued and outstanding DTF Common Shares, 1,300
issued and outstanding shares of RP, and 26,015,314 issued and outstanding DUC
Common Shares.
As of the respective Record Dates, to the knowledge of the management of
each Fund, no person beneficially owned more than 5% of the DTF Common Shares,
the RP or the DUC Common Shares.
The Meeting is scheduled as a joint meeting of the respective Shareholders
of the Funds because the Shareholders of each Fund are expected to consider
and vote on similar matters. The Boards of Directors have determined that the
use of a joint proxy statement for the Meeting is in the best interest of the
Shareholders of each Fund. In the event that any Shareholder of a Fund present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of such Fund's meeting to a time immediately after the Meeting, so
that such Fund's meeting may be held separately, the persons named as proxies
will vote in favor of such adjournment. Shareholders of each Fund will vote
separately on each of the proposals relating to their respective Fund, and an
unfavorable vote on a proposal by the Shareholders of one Fund will not affect
the implementation by the other Fund of such proposal if the Shareholders of
such other Fund approve the proposal.
With respect to DTF, the holders of shares of RP will vote together with the
holders of DTF Common Shares as a single class on all proposals to be brought
before the Meeting.
<PAGE>
Summary of Voting on Proposals
<TABLE>
<CAPTION>
Classes of Shares of
Affected such Funds Entitled to
Proposal Funds Vote
-------- -------- ----------------------
<S> <C> <C>
1(a) DTF DTF Common Shares and RP
1(b) DUC DUC Common Shares
2(a) DTF DTF Common Shares and RP
2(b) DUC DUC Common Shares
</TABLE>
The voting requirement for passage of a particular proposal depends on the
nature of the particular proposal. Proposal 1 requires the affirmative vote of
a plurality of the Shares of a Fund entitled to vote thereon present at the
Meeting in person or by proxy and voting to elect the respective nominees as
Directors. Proposal 2 requires the affirmative vote of a majority of the
Shares of a Fund entitled to vote thereon present at the Meeting in person or
by proxy and voting to ratify the selection of the independent auditors.
On the matters coming before the Meeting as to which a choice has been
specified by the Shareholders by means of the ballot on the proxy, the
respective Shares will be voted accordingly. Shares not voted with respect to
a proposal due to an abstention or broker non-vote will be deemed votes not
cast with respect to such proposal, but such Shares will be deemed present for
quorum purposes. Management of each Fund recommends that you cast your vote IN
FAVOR of the nominees for Directors of each Fund listed in this Joint Proxy
Statement and FOR ratification of the selection of Ernst & Young LLP as
independent auditors for each of DTF's and DUC's fiscal year ending in 1999.
If a proxy is executed and returned and no choice is specified thereon, the
Shares will be voted IN FAVOR of the nominees for Directors of each Fund
listed in this Joint Proxy Statement and FOR ratification of the selection of
Ernst & Young LLP as independent auditors for each of DTF's and DUC's fiscal
year ending in 1999. Shareholders who execute proxies may revoke them at any
time before they are voted by filing with the respective Fund a written notice
of revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person.
The Boards of Directors of the Funds know of no business other than that
mentioned in Proposals 1 and 2 in the Notice of Meeting which will be
presented for consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy to
vote proxies in accordance with their best judgment. In the event a quorum is
present at the Meeting but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies,
provided they determine such an adjournment and additional solicitation is
reasonable and in the interest of Shareholders based on a consideration of all
relevant factors, including the nature of the relevant proposal, the
percentage of votes then cast, the percentage of negative votes then cast, the
nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation.
Duff & Phelps Investment Management Co. (the "Adviser") is the investment
adviser for each of the Funds. The Adviser has acted as investment adviser for
each Fund since it commenced investment operations. The Adviser is a wholly-
owned subsidiary of Phoenix Duff & Phelps Corporation ("PD&P"). The address of
the Adviser is 55 East Monroe Street, Chicago, Illinois 60603. The address of
PD&P is 56 Prospect Street, Hartford, Connecticut 06115. PD&P is a majority-
owned subsidiary of PM Holdings, Inc. PM Holdings, Inc. is a wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company, a New York mutual
life insurance company ("Phoenix Home Life"). The address of Phoenix Home Life
is One American Row, Hartford, Connecticut 06115.
2
<PAGE>
The Annual Reports to Shareholders of each Fund, which includes financial
statements of each Fund as of its 1998 fiscal year end, have previously been
mailed to shareholders. Each Fund will furnish, without charge, a copy of such
reports to shareholders who request them by contacting the administrator of
the respective Fund as set forth on page 11 of this Proxy.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, Shareholders of each Fund will vote for the election of
nominees to serve as Directors of their respective Fund. The Board of
Directors of each of DTF and DUC currently is comprised of the same nine
Directors: Messrs. Conway, Crawford, Dalzell-Payne, Georgeson, Jeffries,
McLoughlin, Morris and Pavia, and Ms. Moran. Messrs. Georgeson, Jeffries,
Morris and Pavia have each served on the Boards of Directors of DTF and DUC
since the commencement of operations of the respective Funds. Mr. Crawford was
elected to serve on the Boards of Directors of DTF and DUC effective November
1, 1995. Mr. Conway was appointed to serve on the Boards of Directors of DTF
and DUC effective December 21, 1995. Messrs. Crawford and Conway were first
elected by the Shareholders of each respective Fund at a joint meeting of such
Shareholders on May 15, 1996. Messrs. Dalzell-Payne and McLoughlin were
appointed to serve on the Boards of Directors of DTF and DUC effective July 1,
1996. Ms. Moran was appointed to serve on the Boards of Directors of DTF and
DUC effective August 22, 1996. Messrs. Dalzell-Payne and McLoughlin and Ms.
Moran were first elected by the Shareholders of each respective Fund at a
joint meeting of such Shareholders on May 28, 1997.
The table below sets forth the names, ages, principal occupations and other
information with respect to each of the current Directors.
<TABLE>
<CAPTION>
Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
- --------------------- -------------------------- ---- -------- --------
<S> <C> <C> <C> <C>
E. Virgil Conway Chairman and Board Member of the Metropolitan DTF -- --
9 Rittenhouse Road Transportation Authority (1992-present). Chairman DUC --
Bronxville, NY 10708 and Trustee of the Harlem Youth Development
Age: 69 Foundation (1987-present). Trustee/Director of
Consolidated Edison Company of New York, Inc. (1970-
present), Pace University (1978-present), Atlantic
Mutual Insurance Company (1974-present), HRE
Properties (1989-present), Union Pacific Corp.
(1978-present), Atlantic Reinsurance Company (1986-
present), Blackstone Fund for Freddie Mac Securities
(Advisory Director) (1990-present) Centennial
Insurance Company (1974-present), Josiah Macy, Jr.,
Foundation (1973-present), Trism, Inc. (1994-
present), Accuhealth, Inc. (1994-present), Realty
Foundation of New York (1972-present), National
Affiliated Investment Companies (1983-1993).
Chairman (1990-1996), Audit Committee of the City of
New York (Member, 1981-1996). Director/Trustee,
Phoenix Funds (1993-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1995-present), Phoenix-
Aberdeen Series Fund (1996-present). Chairman and
Director of New York Housing Partnership Development
Corp. (1981-present). Chairman of Financial
Accounting Standards Advisory Counsel (1992-1995).
Former Director, New York Chamber of Commerce and
Industry (1974-1990).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
--------------------- -------------------------- ---- -------- --------
<C> <S> <C> <C> <C>
William W. Crawford Mr. Crawford currently is retired and is the DTF 1,000 --
3003 Gulf Shore Blvd. North former President and Chief Operating Officer DUC 1,000
#401 of Hilliard, Lyons, Inc., a registered
Naples, FL 33940 broker-dealer. Mr. Crawford also is a Trustee
Age: 70 of Phoenix Duff & Phelps Institutional Mutual
Funds.
Harry Dalzell-Payne Director/Trustee, Phoenix Funds (1993- DTF -- --
The Flat, Elmore Court present). Director, Phoenix Duff & Phelps DUC --
Elmore, GLOS GL2 6NT, UK Institutional Mutual Funds (1996-present).
Age: 70 Trustee, Phoenix-Aberdeen Series Fund (1996-
present). Director, Farragut Mortgage Co.,
Inc. (1991-1994). Director/Trustee, the
National Affiliated Investment Companies
(1983-1993). Formerly a Major General of the
British Army.
William N. Georgeson Mr. Georgeson currently is retired and is a DTF 2,000 --
575 Glenwood Road former DUC 2,703
Lake Forest, IL 60045 Vice President of Nuveen Advisory Corp., an
Age: 71 investment adviser. Mr. Georgeson also is a
Trustee of Phoenix Duff & Phelps
Institutional Mutual Funds.
Francis E. Jeffries*,/3/ Mr. Jeffries is the Chairman of the Board of DTF 27,787 --
8477 Bay Colony Drive Directors of DTF and DUC. Until May 13, 1997, DUC 15,286
#902 Mr. Jeffries was Chairman of the Board of
Naples, FL 34108 PD&P and he is currently a Director of The
Age: 68 Empire District Electric Company. Prior to
July 1995, Mr. Jeffries was also President of
the predecessor of PD&P and Chairman of the
Board of the Adviser. Since 1996, he is also
a Director/Trustee of Phoenix Funds, Phoenix
Duff & Phelps Institutional Mutual Funds and
Phoenix-Aberdeen Series Fund. Since 1987, he
has been a Director of Duff & Phelps
Utilities Income, Inc.
Philip R. McLoughlin* Director and Chief Executive Officer (1995- DTF 250 --
56 Prospect Street present) and Chairman (1997-present), Phoenix DUC --
Hartford, CT 06115 Duff & Phelps Corporation. Director (1994-
Age: 53 present) and Executive Vice President,
Investments, (1988-present) Phoenix Home Life
Mutual Insurance Company. Director/Trustee
and President, Phoenix Funds (1989-present).
Trustee, Phoenix-Aberdeen Series Fund (1996-
present). Director (1986-present) Aberdeen
Asset Management plc. Director, (1983-
present) and Chairman (1995-present) Phoenix
Investment Counsel, Inc. Director (1984-
present) and President (1990-present),
Phoenix Equity Planning Corporation.
Director, Phoenix Realty Group, Inc. (1994-
present), Phoenix Realty Advisers, Inc.
(1987-present), Phoenix Realty Investors,
Inc. (1994-present), Phoenix Realty
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
--------------------- -------------------------- ---- -------- --------
<S> <C> <C> <C> <C>
Securities, Inc. (1994-present), PXRE
Corporation (Delaware) (1985-present), and
World Trust Fund (1991-present). Director and
Executive Vice President, Phoenix Life and
Annuity Company (1996-present), Director and
Executive Vice President, PHL Variable
Insurance Company (1995-present), and
Director, Phoenix Charter Oak Trust Company
(1996-present). Director (1994-present),
Chairman (1996-present) and Chief Executive
Officer (1995-1996), National Securities &
Research Corporation and Director and
President, Phoenix Securities Group, Inc.
(1993-1996). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co.,
Inc. (1992-1995) and Director (1992-present)
and President (1992-1994), Townsend Financial
Advisers, Inc. Director and Vice President,
PM Holdings, Inc. (1985-present).
Eileen A. Moran President and Chief Executive Officer, PSEG DTF -- --
23 Woodland Drive Resources Inc. (1990-present). Director, DUC 500
East Windsor, NJ 08520 Phoenix Duff & Phelps Institutional Mutual
Age: 45 Funds (1996-present).
Everett L. Morris/2 Mr. Morris is a Vice President of W. H. DTF 27,838 --
/ 164 Laird Road Reaves and Company. Prior to March 1993, Mr. DUC 4,586
Colts Neck, NJ 07722 Morris was a Director of Public Service
Age: 70 Enterprise Group Incorporated and President
and Chief Operating Officer of Enterprise
Diversified Holdings Incorporated. Prior to
January 1992, Mr. Morris was Senior Executive
Vice President and Chief Financial Officer of
Public Service Electric and Gas Company.
Prior to 1991, Mr. Morris was a director of
First Fidelity Bank, N.A., N.J. Since 1996 he
is also a Director/Trustee of Phoenix Funds,
Phoenix Duff & Phelps Institutional Mutual
Funds and Phoenix-Aberdeen Series Fund.
Richard A. Pavia/2 Mr. Pavia is a Director of Speer Financial, DTF 3,816 --
/ 7145 North Ionia Inc., a regional company specializing in DUC 3,753
Chicago, IL 60646 public finance. Mr. Pavia has retired from
Age: 68 his position as Chairman and Chief Executive
Officer of Speer Financial, Inc. Mr. Pavia
also is a Trustee of Phoenix Duff & Phelps
Institutional Mutual Funds.
</TABLE>
- --------
* "Interested person" of the Funds (within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the "1940 Act")) by reason of
being interested persons of the Adviser.
/1/Ownership of DTF and DUC shares can be direct or beneficial.
/2/Directors of DTF to be elected by the holders of the RP voting as a separate
class.
/3/Mr. Jeffries disclaims beneficial ownership of 8,774 of the DTF shares
listed and 1,662 of DUC shares listed.
5
<PAGE>
Each Board of Directors held four meetings during its respective 1998 fiscal
year. Each Director attended at least 75% of the meetings of the Board of
Directors held during the period for which he was a Director.
Each Fund has an audit committee and nominating committee consisting of
Messrs. Conway, Crawford, Dalzell-Payne, Georgeson, Morris, and Pavia and Ms.
Moran, those Directors who are not "interested persons" of the Funds as
defined in the 1940 Act. The audit committee is responsible for supervision of
the Funds' independent accountants, the annual review of the Funds' investment
advisory agreements and any other matters requiring the approval of the
Directors who are not "interested persons" of the Funds pursuant to the 1940
Act. The nominating committee is responsible for nominating directors and will
only consider candidates proposed and selected by Directors to serve on the
Board of Directors. Each Fund's audit committee and nominating committee held
two meetings and one meeting, respectively, during such Fund's 1998 fiscal
year. Each Director attended at least 75% of the meetings of the audit
committee and nominating committee held during the period for which he was a
Director.
Each Director who is an "affiliated person" of the Adviser (within the
meaning of Section 2(a)(3) of the 1940 Act) by reason of being a full-time
employee of the Adviser receives no compensation from the Funds for
acting as director. Each of the other Directors is paid the following amounts
for his or her service as a Director: (i) an annual fee of $24,000
(representing a combined retainer for directorships held by such person for
each of the Funds), which amount is allocated among the Funds with $16,000 of
such annual fee being allocated to DUC and $8,000 of such annual fee being
allocated to DTF; (ii) an additional $2,500 to any Director who serves as a
chairman of a committee of the Board of Directors; (iii) an attendance fee of
$1,000 per regular meeting; (iv) an attendance fee of $500 per committee
meeting; and (v) all out-of-pocket expenses of such members incurred in
connection with each of the foregoing meetings. The following table summarizes
the compensation paid to Directors of each Fund for its respective fiscal year
ended in 1998:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate
Compensation Total
from each Fund Estimated Compensation
for which Director Retirement Annual from the
Serves on Board/2/ Benefits Benefits Funds and
------------------- Accrued as part Upon Fund
Name/1/ DTF DUC of Fund Expenses Retirement Complex/3/
- ------- --------- --------- ---------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
E. Virgil Conway........ $ 14,000 $ 22,000 N/A N/A $44,500
William W. Crawford..... $ 14,000 $ 22,000 N/A N/A $41,000
Harry Dalzell-Payne..... $ 14,000 $ 22,000 N/A N/A $43,750
William N. Georgeson.... $ 14,000 $ 24,500 N/A N/A $43,500
Francis E. Jeffries..... $ 20,000 $ 26,500 N/A N/A $51,500
Eileen A. Moran......... $ 14,000 $ 22,000 N/A N/A $41,000
Everett L. Morris....... $ 19,000 $ 24,500 N/A N/A $52,000
Richard A. Pavia........ $ 14,000 $ 22,000 N/A N/A $41,750
</TABLE>
- --------
/1/Mr. McLoughlin was an "affiliated person" of the Adviser by reason of being
a full-time employee of the Adviser during the last fiscal year of the Funds
and did not receive any compensation directly from the Funds.
/2/The amounts shown are for each Fund's fiscal year ended in 1998.
/3/The Fund Complex is comprised of eight funds, including DTF, DUC and six
funds included in Phoenix Duff & Phelps Institutional Mutual Funds. The
amounts shown are accumulated from the Aggregate Compensation from each fund
in the Fund Complex during such fund's fiscal year ended in 1998. Messrs.
Conway, Dalzell-
6
<PAGE>
Payne, Jeffries and Morris also serve as directors of other investment
companies which are advised by affiliated persons of the Adviser. Combining
the Fund Complex with such other investment companies, Messrs. Conway,
Dalzell-Payne, Jeffries and Morris received Total Compensation of $116,250,
$109,250, $106,500 and $115,000, respectively, for each fund's respective
fiscal year ended in 1998.
The following table sets forth certain information concerning the principal
executive officers of the Funds. The officers serve until their respective
successors are chosen and qualified. The Funds' officers receive no
compensation from the Funds but are also officers of the Adviser or PD&P and
receive compensation in such capacities. Unless otherwise specified, the
address of each of the following persons is 55 East Monroe Street, Chicago,
Illinois 60603.
<TABLE>
<CAPTION>
Positions and Other Principal Occupations
Name and Age Offices with Funds in Past 5 Years
- ------------ ------------------ ---------------------------
<S> <C> <C>
Calvin J. Pedersen...... President and Chief Mr. Pedersen is President of PD&P,
Age: 57 Executive Officer of DTF Chairman of the Board of the Adviser,
and DUC President and Chief Executive Officer
of Duff & Phelps Utilities Income Inc.
Mr. Pedersen is a Director/Trustee of
Phoenix Funds, Phoenix Duff & Phelps
Institutional Mutual Funds and Phoenix-
Aberdeen Series Fund.
Dennis A. Cavanaugh..... Senior Vice President, Mr. Cavanaugh is an Executive Vice
Age: 54 Assistant Treasurer and President of the Adviser. Prior to
Chief Investment Officer 1994, Mr. Cavanaugh was a Senior Vice
of DUC President of the Adviser.
James P. Wehr........... Vice President and Chief Mr. Wehr is a Vice President of Phoenix
56 Prospect Street Investment Officer of DTF Investment Counsel, Inc. Mr. Wehr is
Hartford, CT 06115 also Co-Portfolio Manager of Phoenix
Age: 41 Tax-Exempt Bond Portfolio and Phoenix
California Tax-Exempt Bonds, Inc. and
the Portfolio Manager of the Managed
Bond Portfolio, an Institutional Fund.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Positions and Other Principal Occupations
Name and Age Offices with Funds in Past 5 Years
- ------------ ------------------ ---------------------------
<S> <C> <C>
Timothy Heaney.......... Vice President Mr. Heaney is Portfolio Manager of the
56 Prospect Street Phoenix Tax-Exempt Bond Portfolio of
Hartford, CT 06115 Phoenix Multi-Portfolio Fund and
Age: 34 Portfolio Manager of Phoenix California
Tax-Exempt Bonds, Inc. Mr. Heaney is
also Vice President of Phoenix Multi-
Portfolio Fund, Phoenix California Tax-
Exempt Bonds, Inc. and Duff & Phelps
Utilities Tax-Free Income Inc. He is
Managing Director, Fixed Income for
Phoenix Investment Counsel, Inc. and
National Securities & Research
Corporation. Previously, Mr. Heaney was
Co-Manager of Phoenix Multi-Portfolio
Fund and Phoenix California Tax-Exempt
Bonds, Inc. He was also Director, Fixed
Income Research, Phoenix Investment
Counsel, Inc. and National Securities &
Research Corporation and Investment
Analyst for Phoenix Investment Counsel,
Inc. and Phoenix Home Life Mutual
Insurance Company.
James Rosenberger....... Treasurer and Principal Mr. Rosenberger is Controller-
55 East Monroe Street Financial and Accounting Institutional Business for Phoenix
Chicago, IL 60603 Officer Investment Partners, Ltd. Previously,
Age: 36 Mr. Rosenberger was Associate Director
at SBC Warburg Dillon Read for
Information Technology Business
Management and Finance and Control.
Thomas N. Steenburg..... Secretary of DTF and Mr. Steenburg is Vice President and
56 Hartford Street DUC Counsel of PD&P. Mr. Steenburg is also
Hartford, CT 06115 Secretary of Duff & Phelps
Age: 48 Institutional Mutual Funds, Phoenix-
Aberdeen Series Fund, The Phoenix-
Engemann Funds, The Seneca Funds and
the Phoenix Funds. Prior to joining
PD&P, Mr. Steenburg was Counsel of
Phoenix Home Life Insurance Company.
</TABLE>
As of respective Record Dates, the Directors and officers of each Fund as a
group owned less than 1% of the outstanding DTF Common Shares and DUC Common
Shares, respectively, and no outstanding shares of RP of DTF. Section 30(f) of
the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934 require
each of the Funds' officers and directors, investment adviser, affiliated
persons of the investment adviser and persons who own more than 10% of a
registered class of a Fund's equity securities to file forms with the
Securities and Exchange Commission and the New York Stock Exchange, if
applicable, reporting their affiliation with the respective Fund and reports
of ownership and changes in ownership of shares of the respective Fund's
equity securities. These persons and entities are required by U.S. securities
regulations to furnish the Funds with copies of all such forms they file.
Based on a review of these forms furnished to the Funds, the Funds believe
that during the last fiscal year of each Fund, the Funds' officers and
directors, investment advisers and affiliated persons of the investment
adviser complied with all applicable filing requirements.
8
<PAGE>
None of the Directors or officers of the Funds made any purchases or sales
of securities of PD&P or any of its subsidiaries, including the Adviser,
exceeding 1% of the outstanding common stock of such company during each
Fund's fiscal year ended in 1998.
Nominees for DTF Directors. At the Meeting, (i) William N. Georgeson,
Francis E. Jeffries and Eileen A. Moran are to be considered for election to
serve as Class I Directors until the Annual Meeting of Shareholders in 2002 or
until successors are duly elected and qualified. The holders of Common Shares
and holders of RP, voting as a single class, will vote with respect to each of
the nominees for Director and an affirmative vote of a plurality of the Common
Shares and RP, voting as a single class, present at the Meeting in person or
by proxy, is required to elect each such nominee. It is the intention of the
persons named on the enclosed proxy to vote the Shares represented by them for
the election of the respective nominees unless the proxy is marked otherwise.
The Articles of Incorporation and By-Laws of DTF provide that the Board of
Directors shall consist of not less than three nor more than nine directors
divided into three classes, the classes to be as nearly equal in number as
possible. Generally, the Directors of only one class are elected at each
annual meeting so that the regular term of only one class of Directors will
expire annually and any particular Director stands for election only once in
each three-year period. Assuming each of the DTF nominees is elected at the
Meeting, the terms of each class of the Board of Directors will expire at the
annual meetings of DTF in the years indicated in the table below.
Class II Directors - 2000
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne
Class III Directors - 2001
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin
Class I Directors - 2002
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran
Pursuant to the 1940 Act, as long as any shares of RP are outstanding, the
holders of shares of RP, voting as a separate class, will elect two of the
Directors of DTF. Everett L. Morris and Richard A. Pavia have been designated
to be elected by the holders of RP. Messrs. Morris and Pavia are serving terms
that expire in 2000 and 2001, respectively. In the event a vacancy occurs on
the Board of Directors by reason of death, resignation or a reason other than
removal by the appropriate class of stockholders, the remaining Directors, or
remaining Director, elected by the class or classes of shares that elected the
vacant Director's position shall fill the vacancy for the entire unexpired
term.
Nominees for DUC Directors. At the Meeting, (i) William W. Crawford, Richard
A. Pavia and Philip R. McLoughlin are to be considered for election to serve
as Class III Directors until the Annual Meeting of Shareholders in 2002 or
until successors are duly elected and qualified. The holders of Common Shares
will vote with respect to each of the nominees for Director. An affirmative
vote of a plurality of the Common Shares, present at the Meeting in person or
by proxy, is required to elect each nominee. It is the intention of the
persons named on the enclosed proxy to vote the Shares represented by them for
the election of the respective nominees unless the proxy is marked otherwise.
9
<PAGE>
The Articles of Incorporation and By-Laws of DUC provide that the Board of
Directors shall consist of not less than three nor more than nine directors
divided into three classes, the classes to be as nearly equal in number as
possible. Generally, the Directors of only one class are elected at each
annual meeting so that the regular term of only one class of Directors will
expire annually and any particular Director stands for election only once in
each three-year period. Assuming each of the DUC nominees is elected at the
Meeting, the terms of each class of the Board of Directors expire at the
annual meetings of DUC in the years indicated in the table below.
Class I Directors - 2000
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran
Class II Directors - 2001
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne
Class III Directors - 2002
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin
Shareholder Approval
With respect to DTF, holders of DTF Common Shares and holders of shares of
RP, voting together as a single class, are entitled to vote on each nominee
for DTF. With respect to DUC, holders of DUC Common Shares are entitled to
vote on each nominee for DUC. The affirmative vote of a plurality of the
Shares cast in person or by proxy is required to elect the respective
nominees. THE BOARDS OF DIRECTORS RECOMMEND A VOTE "IN FAVOR" OF EACH OF THE
NOMINEES.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors of DTF and DUC, including a majority of the Directors
who are not "interested persons" of DTF and DUC, have selected the firm of
Ernst & Young LLP, independent certified public accountants, to examine the
financial statements of such Funds for the 1999 fiscal year of each Fund. DTF
and DUC know of no direct or indirect financial interest of such firm in DTF
or DUC. The appointment of Ernst & Young LLP is subject to ratification or
rejection by the Shareholders of DTF and DUC, respectively. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such accountants.
Representatives of Ernst & Young LLP are expected to be available at the
Meeting and will be available to respond to questions from Shareholders and
will have the opportunity to make a statement if they so desire.
Shareholder Approval
With respect to DTF, holders of DTF Common Shares and holders of shares of
RP, voting together as a single class, are entitled to vote on this issue.
With respect to DUC, holders of DUC Common Shares are entitled to vote on this
issue. The affirmative vote of a majority of the Shares cast in person or by
proxy is required to ratify the selection of the independent auditors. THE
BOARDS OF DIRECTORS RECOMMEND A VOTE "FOR" THE RATIFICATION OF ERNST & YOUNG
LLP TO SERVE AS INDEPENDENT AUDITORS OF DTF AND DUC.
10
<PAGE>
PROXY SOLICITATION EXPENSES
The expense of preparing, printing and mailing the enclosed form of proxy,
accompanying Notice of Meeting and this Proxy Statement and all other costs in
connection with the solicitation of proxies will be borne by the Funds, which
will also reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the Shares
of the Funds.
In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph or personal interview
by representatives of the Funds, the Adviser, or by dealers or their
representatives. It is anticipated that the cost of such supplementary
solicitations, if any, will be nominal.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Reports to Shareholders of each Fund, which includes financial
statements of each Fund as of its 1998 fiscal year end, have previously been
mailed to shareholders. DTF will furnish, without charge, a copy of its Annual
Report by calling State Street Bank and Trust Company, DTF's transfer agent,
at (800) 451-6788 or by writing to Prudential Investments Fund Management,
LLC, DTF's administrator, at Gateway Center Three, 100 Mulberry Street, 9th
Floor, Newark, New Jersey 07102. DUC will furnish, without charge, a copy of
its Annual Report, by calling Princeton Administrators, L.P., DUC's
administrator, at (800) 543-6217 or by writing to Princeton Administrators,
L.P., P.O. Box 9011, Princeton, NJ 08543-9011. None of the Directors or
officers of the Funds has a material interest in such administrators.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the year 2000 Joint Annual
Meeting of Shareholders pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), must be received by the
appropriate Fund at the Fund's principal executive offices by December 22,
1999. In order for the Shareholder proposals made outside of Rule 14a-8 under
the Exchange Act to be considered "timely" within the meaning of Rule 14(a)-
4(c) under the Exchange Act, such proposals must be received by the Fund at
the Fund's executive offices by February 26, 2000. The Company's By-Laws
require that proposals of Shareholders made outside of Rule 14a-8 under the
Exchange Act must be submitted in accordance with the requirements of the By-
Laws no later than February 26, 2000 and not earlier than January 28, 2000.
GENERAL
Management of the Funds does not intend to present and does not have reason
to believe that others will present any other items of business at the
Meeting. However, if other matters are properly presented to the Meeting for a
vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
A list of Shareholders entitled to be present and vote at the Meeting will
be available at the offices of the Funds, 55 East Monroe Street, Chicago,
Illinois 60603, for inspection by any Shareholder during regular business
hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting will necessitate
adjournment and will give rise to additional expense.
11
<PAGE>
Impact of the Year 2000 Issue
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. There is the
possibility that some or all of a company's computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. The Funds are taking steps that they believe are
reasonably designed to address the Year 2000 issue with respect to the
computer systems used by the Adviser and by each Fund's other major service
providers.
The Adviser has utilized both internal and external resources to review,
reprogram, replace and test its software for Year 2000 modifications. The
Adviser has informed the Funds that the Adviser's core applications have been
remediated and are expected to be tested by July, 1999.
The Adviser does not expect the Year 2000 issue will materially impact the
operations of the Adviser. The total cost to the Adviser to become Year 2000
compliant is not expected to have a material impact on the Adviser's results
of operations.
The Funds have also requested and obtained satisfactory assurances from the
Funds' other major service providers that comparable steps are being taken to
address the Year 2000 issue. The Funds do not expect to incur any significant
costs in order to address the Year 2000 issue. However, at this time there can
be no assurances that these steps will be sufficient to avoid any adverse
impact on either of the Funds.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Thomas N. Steenburg
Secretary
April 26, 1999
12
<PAGE>
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 26, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of DUFF & PHELPS
UTILITIES TAX-FREE INCOME INC. (the "Fund"), a Maryland corporation, hereby
appoints Calvin J. Pedersen and Thomas N. Steenburg and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Stockholders to be held at Phoenix Home Life Mutual Life
Insurance Company, One American Row, Hartford, Connecticut 06102, on May 26,
1999, at 8:00 a.m. (the "Annual Meeting") and at any and all adjournments
thereof, and thereat to vote all shares of Common Stock of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the following instructions.
If more than one of the proxies, or their substitute, are present at the
Annual Meeting or any adjournment thereof, they jointly (or, if only one is
present and voting, then that one) shall have authority and may exercise all
powers granted hereby. This Proxy, when properly executed, will be voted in
accordance with the instructions marked herein by the undersigned. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
DO YOU HAVE ANY COMMENTS?
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
COMMON STOCK
The undersigned hereby acknowledges receipt of the accompanying Notice of
Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be
held on May 26, 1999.
1. Authority to vote for the election as Class I Directors, the nominees
listed below:
William N. Georgeson
Francis E. Jeffries FOR WITHHOLD FOR ALL EXCEPT
Eileen A. Moran
[_] [_] [_]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominee(s).
2. As to the proposal to ratify the selection of Ernst & Young LLP as
independent auditors for the Fund's fiscal year ending October 31, 1998.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Upon any and all other business which may come before the Annual Meeting or
any adjournment thereof.
Please be sure to sign and date this Proxy. Date
Mark box at right if comments or address change have
been noted on the reverse side of this card. [_]
RECORD DATE SHARES:
Shareholder sign here Co-owner sign here
<PAGE>
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 26, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of Remarketed Preferred Stock of DUFF &
PHELPS UTILITIES TAX-FREE INCOME INC. (the "Fund"), a Maryland corporation,
hereby appoints Calvin J. Pedersen and Thomas N. Steenburg and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Stockholders to be held at Phoenix Home
Life Mutual Insurance Company, One American Row, Hartford, Connecticut 06102, on
May 26, 1999, at 8:00 a.m. (the "Annual Meeting") and at any and all
adjournments thereof, and thereat to vote all shares of Remarketed Preferred
Stock of the Fund which the undersigned would be entitled to vote, with all
powers the undersigned would possess if personally present, in accordance with
the following instructions.
If more than one of the proxies, or their substitute, are present at the
Annual Meeting or any adjournment thereof, they jointly (or, if only one is
present and voting, then that one) shall have authority and may exercise all
powers granted hereby. This Proxy, when properly executed, will be voted in
accordance with the instructions marked herein by the undersigned. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC
REMARKETED PREFERRED STOCK
The undersigned hereby acknowledges receipt of the accompanying Notice of
Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to
be held on May 26, 1999.
1. Authority to vote for the election as Class I Directors, the nominees
listed below:
FOR WITHHOLD FOR ALL EXCEPT
William N. Georgeson [_] [_] [_]
Francis E. Jeffries [_] [_] [_]
Eileen A. Moran [_] [_] [_]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominee(s).
2. As to the proposal to ratify the selection of Ernst & Young LLP as
independent auditors for the Fund's fiscal year ending October 31, 1999.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Upon any and all other business which may come before the Annual Meeting or
any adjournment thereof.
Please be sure to sign and date this Proxy. Date
Mark box at right if comments or address change have
been noted on the reverse side of this card. [_]
RECORD DATE SHARES:
Shareholder sign here Co-owner sign here
<PAGE>
DUFF & PHELPS UTILITY AND
CORPORATE BOND TRUST INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 26, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of DUFF & PHELPS UTILITY
AND CORPORATE BOND TRUST INC. (the "Fund"), a Maryland corporation,
hereby appoints Calvin J. Pedersen and Thomas N. Steenburg and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the annual meeting of stockholders to be held at Phoenix Home
Life Mutual Insurance Company, One American Row, Hartford, Connecticut 06102, on
May 26, 1999, at 8:00 a.m. (the "Annual Meeting") and at any and all
adjournments thereof, and thereat to vote all shares of Common Stock of the Fund
which the undersigned would be entitled to vote, with all powers the undersigned
would possess if personally present, in accordance with the following
instructions.
If more than one of the proxies, or their substitute, are present at the
Annual Meeting or any adjournment thereof, they jointly (or, if only one is
present and voting, then that one) shall have authority and may exercise all
powers granted hereby. This Proxy, when properly executed, will be voted in
accordance with the instructions marked herein by the undersigned. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
------------------------------------------
------------------------------------------
------------------------------------------
DO YOU HAVE ANY COMMENTS?
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<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. Authority to vote for the election as Class III Directors, the nominees
are listed below:
FOR all nominees listed below: [_]
WITHHOLD AUTHORITY to vote for
all nominees listed below [_]
*EXCEPTIONS [_]
Nominees for Class III: William W. Crawford, Richard A. Pavia
and Philip R. McLoughlin
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions
---------------------------------------------------------------------
2. As to the proposal to ratify the selection of Ernst & Young LLP as
independent auditors for the Fund's fiscal year ending December 31, 1999.
FOR [_] AGAINST [_] ABSTAIN [_]
3. Upon any and all other business which may come before the Annual Meeting or
any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying Notice of Joint
Annual Meeting and Joint Proxy Statement for the Annual Meeting to be held on
May 26, 1999.
Please be sure to sign and date this Proxy. Date
Mark box at right if comments or address change
have been noted on the reverse side of this card. [_]
RECORD DATE SHARES:
Shareholder sign here Co-owner sign here
