<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Co-Registrants [X]
Filed by a Party other than the Co-Registrants [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
- --------------------------------------------------------------------------------
(Name of Co-Registrants as Specified In Their Charters)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Co-Registrants)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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Notes:
<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 28, 1997
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 Phoenix
Home Life Mutual Insurance Company, One American Row, Hartford, Connecticut
06102, on May 28, 1997 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 four 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, including two directors to serve until the
Annual Meeting in 2000 or until successors are duly elected and
qualified, one director to serve until the Annual Meeting in 1998 or
until a successor is duly elected and qualified and one director to
serve until the Annual Meeting in 1999 or until a successor is duly
elected and qualified;
(b) with respect to DTF, to elect one director by the holders of the
shares of RP of DTF, voting as a separate class, to serve until the
Annual Meeting in 2000 or until a successor is duly elected and
qualified; and
(c) with respect to DUC, to elect five directors by the holders of
Common Shares of DUC, including three directors to serve until the
Annual Meeting in 2000 or until successors are duly elected and
qualified, one director to serve until the Annual Meeting in 1998 or
until a successor is duly elected and qualified and one director to
serve until the Annual Meeting in 1999 or until a successor is 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, 1997; 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, 1997.
3. OTHER BUSINESS: To transact such other business as may properly come
before the Meeting.
Holders of record of Common Shares of each of the Funds and holders of
record of shares of RP of DTF, in each case at the close of business on April
15, 1997, 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 22, 1997
<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 28, 1997
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
Phoenix Home Life Mutual Insurance Company, One American Row, Hartford,
Connecticut 06102, on May 28, 1997 at 8:00 a.m. The approximate mailing date
of this Joint Proxy Statement and accompanying forms of proxy is April 22,
1997. DTF and DUC sometimes are referred to herein individually as a "Fund"
and collectively as the "Funds".
The Boards of Directors have fixed the close of business on April 15, 1997
as the record date (the "Record Date") for the determination of holders of
shares of common stock, par value $.01 per share ("Common Shares"), of each of
DTF and DUC and holders of shares of preferred stock, liquidation preference
$50,000 per share, designated Remarketed Preferred Stock ("RP") of DTF,
entitled to vote at the Meeting (Common Shares and RP being referred to herein
collectively as "Shares"). Holders of Shares on such Record Date will be
entitled to one vote for each Share held, with no Share having cumulative
voting rights. As of April 15, 1997, there were 8,388,723 issued and
outstanding Common Shares of DTF and 1,300 issued and outstanding shares of RP
of DTF, and 26,015,314 issued and outstanding Common Shares of DUC.
As of April 15, 1997, to the knowledge of management of each Fund, no person
beneficially owned more than 5% of the outstanding Common Shares of DTF or DUC
or the outstanding shares of RP of DTF.
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.
<PAGE>
With respect to DTF, the holders of shares of RP will vote together with the
holders of Common Shares of DTF as a single class on all proposals to be
brought before the Meeting, except with respect to the proposal to elect
Everett L. Morris to serve as a Class III Director of DTF for which proposal
the holders of shares of RP will vote as a separate class.
SUMMARY OF VOTING ON PROPOSALS
<TABLE>
<CAPTION>
CLASSES OF SHARES OF
AFFECTED SUCH FUNDS ENTITLED
PROPOSAL FUNDS TO VOTE
-------- -------- --------------------
<S> <C> <C>
1(a) DTF Common Shares and RP
1(b) DTF RP
1(c) DUC Common Shares
2(a) DTF Common Shares and RP
2(b) 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 1997.
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 1997. 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 they commenced investment operations. The Adviser is a wholly-
owned subsidiary of Phoenix Duff & Phelps Corporation ("PD&P"). The address of
2
<PAGE>
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.
THE ANNUAL REPORTS TO SHAREHOLDERS OF EACH FUND, WHICH INCLUDES FINANCIAL
STATEMENTS OF EACH FUND AS OF ITS 1996 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.
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 Director of the Metropolitan DTF -- --
9 Rittenhouse Road Transportation Authority (1992-present). DUC --
Bronxville, NY 10708 Trustee/Director of Consolidated Edison Company of
Age: 67 New York, Inc. (1970-present), Pace University
(1978-present), Atlantic Mutual Insurance Company
(1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America
(1985-present), Union Pacific Corp. (1978-present),
Atlantic Reinsurance Company (1986-present),
Blackstone Fund for Fannie Mae Mortgage Securities
(Advisory Director) (1989-present), Blackstone Fund
for Freddie Mac Securities (Advisory Director)
(1990-present) Centennial Insurance Company (1974-
present), Josiah Macy, Jr., Foundation (1973-
present), The Harlem Youth Development Foundation
(1984-present), Trism, Inc. (1994-present),
Accuhealth, Inc. (1994-present), Realty Foundation
of New York (1972-present). Chairman (1990), Audit
Committee of the City of New York (1981-present).
Director/Trustee, Phoenix Funds (1993-present),
Phoenix Duff & Phelps Institutional Mutual Funds
(1995-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/
--------------------- -------------------------- ---- -------- --------
<S> <C> <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
Naples, FL 33940 of Hilliard, Lyons, Inc., a registered
Age: 68 broker-dealer. Mr. Crawford also is a Trustee
of Phoenix Duff & Phelps Institutional Mutual
Funds.
Harry Dalzell-Payne Trustee Director/Trustee, Phoenix Funds DTF -- --
330 East 39th Street (1983-present). Director, Phoenix Duff & DUC --
Apartment 29G Phelps Institutional Mutual Funds (1996-
New York, NY 10016 present). Trustee, Phoenix-Aberdeen Series
Age: 68 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 2,511
Lake Forest, IL 60045 Vice President of Nuveen Advisory Corp., an
Age: 68 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 --
55 East Monroe Street Directors of DTF and DUC. Mr. Jeffries is DUC 14,334
Chicago, IL 60603 Chairman of the Board of PD&P and is
Age: 66 currently a Director of The Empire District
Electric Company. Prior to July 1993, Mr.
Jeffries was also President of the
predecessor of PD&P and Chairman of the Board
of the Adviser. He is also a Director/Trustee
of all investment companies advised by PD&P
and its affiliates.
</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>
Philip R. McLoughlin* Trustee and Director, Vice Chairman and Chief DTF -- --
One American Row Executive Officer, President Phoenix Duff & DUC --
Hartford, CT 06102 Phelps Corporation (1995-present). Director
Age: 51 (1994-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, (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 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/Trustee, the National Affiliated
Investment Companies (until 1993). 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 Trustee, President and Chief Executive DTF -- --
23 Woodland Drive Officer, Public Service Resources Corporation DUC --
East Windsor, NJ 08520 (1990-present). Director, Phoenix Duff &
Age: 43 Phelps Institutional Mutual Funds (1996-
present).
</TABLE>
5
<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>
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 4,303
Colts Neck, NJ 07722 Morris was a Director of Public Service
Age: 68 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. He is also a
Director/Trustee of all investment companies
advised by PD&P and its affiliates.
Richard A. Pavia/2/ Mr. Pavia is a Director of Speer Financial, DTF 3,616 --
7145 North Ionia Inc., a regional company specializing in DUC 3,474
Chicago, IL 60646 public finance. Mr. Pavia has retired from
Age: 65 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.
/1Ownership/of DTF and DUC shares is shown as of April 15, 1997, and such
ownership can be direct or beneficial.
/2Directors/of DTF to be elected by the holders of the RP voting as a separate
class.
/3Mr./Jeffries disclaims beneficial ownership of 8,774 of the DTF shares
listed and 1,558 of DUC shares listed.
Each Board of Directors held four meetings during its respective 1996 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. The audit committee and nominating committee of DUC each
held two meetings during such Fund's 1996 fiscal year. The audit committee and
nominating committee of DTF held three meetings and four meetings,
respectively, during such Fund's 1996 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
6
<PAGE>
the Funds), which amount is allocated among the Funds on the basis of relative
net assets; (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 1996:
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> <C>
E. Virgil Conway........ $ 10,140 $ 22,220 N/A N/A $37,610
William W. Crawford..... $ 11,520 $ 26,380 N/A N/A $43,150
Harry Dalzell-Payne..... $ 3,120 $11,760 N/A N/A $20,130
William N. Georgeson.... $ 11,520 $ 25,220 N/A N/A $41,990
Eileen A. Moran......... $ 0 $ 5,880 N/A N/A $ 7,130
Everett L. Morris....... $ 16,520 $ 25,220 N/A N/A $46,990
Richard A. Pavia........ $ 11,520 $ 22,720 N/A N/A $39,490
</TABLE>
- --------
/1Messrs./Jeffries and McLoughlin were each an "affiliated person" of the
Adviser during the last fiscal year of the Funds and did not receive any
compensation directly from the Funds. Ms. Moran, who was appointed to serve
on the DTF Board of Directors effective August 22, 1996, did not receive any
compensation directly from DTF.
/2The/amounts shown are for each Fund's fiscal year ended in 1996.
/3The/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 1996. Messrs.
Conway, Dalzell-Payne 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 and Morris received Total Compensation of $94,110, $68,630 and
$92,490, respectively, for each fund's respective fiscal year ended in 1996.
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: 55 Executive Officer of Chairman of the Board of the Adviser,
DTF and DUC President and Chief Executive Officer
of Duff & Phelps Utilities Income Inc.
and Chairman of the Board of Trustees,
President and Chief Executive Officer
of Duff & Phelps Mutual Funds. Mr.
Pedersen is a Director/Trustee of all
investment companies advised by PD&P
and its affiliates.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE OFFICES WITH FUNDS IN PAST 5 YEARS
- ------------ ------------------ ---------------------------
<S> <C> <C>
Dennis A. Cavanaugh..... Senior Vice President, Mr. Cavanaugh is an Executive Vice
Age: 52 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 06102 also Co-Portfolio Manager of Phoenix
Age: 39 Tax-Exempt Bond Portfolio and Phoenix
California Tax-Exempt Bonds, Inc. and
the Portfolio Manager of the Managed
Bond Portfolio, an Institutional Fund.
Thomas N. Steenburg..... Secretary of DTF and Mr. Steenburg is Vice President and
One American Row DUC Counsel of PD&P. Mr. Steenburg is also
Hartford, CT 06102 Secretary of Duff & Phelps Mutual Funds
Age: 48 and the Phoenix Funds. Prior to joining
PD&P, Mr. Steenburg was Counsel of
Phoenix Home Life Insurance Company.
</TABLE>
As of April 15, 1997, the Directors and officers of each Fund as a group
owned less than 1% of the outstanding Common Shares of each Fund,
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.
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 1996.
NOMINEES FOR DTF DIRECTORS. At the Meeting, (i) E. Virgil Conway, Everett L.
Morris and Harry Dalzell-Payne are to be considered for election to serve as
Class II Directors until the Annual Meeting of Shareholders in 2000 or until
successors are duly elected and qualified, (ii) Philip R. McLoughlin is to be
considered for election as a Class III Director until the Annual Meeting of
Shareholders in 1998 or until a successor is duly elected and qualified and
(iii) Eileen A. Moran is to be considered for election as a Class I Director
until the Annual Meeting of Shareholders in 1999 or until a successor is duly
elected and qualified. Except for Mr. Morris, 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. With respect to Mr. Morris,
holders of shares of RP, voting as a separate class, will vote with respect to
such nominee for Director and an affirmative vote of a plurality of the shares
of RP, voting as a separate class, is required to elect 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.
8
<PAGE>
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. However, Mr. McLoughlin and Ms. Moran are being
considered as nominees at this Meeting to serve as a Class III Director and a
Class I Director, respectively, of DTF because the Meeting is the first
meeting of shareholders of DTF since they were appointed by the Board.
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 I DIRECTORS - 1999
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran
CLASS II DIRECTORS - 2000
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne
CLASS III DIRECTORS - 1998
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin
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. 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 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 2000 or
until successors are duly elected and qualified, (ii) Harry Dalzell-Payne is
to be considered for election as a Class II Director until the Annual Meeting
of Shareholders in 1998 or until a successor is duly elected and qualified and
(iii) Philip R. McLoughlin is to be considered for election as a Class III
Director until the Annual Meeting of Shareholders in 1999 or until a successor
is 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.
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. However, Messrs. Dalzell-Payne and McLoughlin are
being considered as nominees at this Meeting to serve as a Class II Director
and a Class III Director, respectively, of DUC because the Meeting is the
first meeting of shareholders of DUC since they were appointed by the Board.
Assuming each of the DUC
9
<PAGE>
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 - 1998
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne
CLASS III DIRECTORS - 1999
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin
SHAREHOLDER APPROVAL
With respect to DTF, holders of Common Shares and holders of shares of RP,
voting together as a single class, are entitled to vote on each nominee for
DTF, except Mr. Morris. With respect to DTF, holders of shares of RP, voting
as a separate class, are entitled to vote on Mr. Morris as a nominee for DTF.
With respect to DUC, holders of 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 1997 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 present 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 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 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.
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.
10
<PAGE>
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 1996 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 MUTUAL FUND MANAGEMENT, INC.,
DTF'S ADMINISTRATOR, AT ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292. DUC WILL
FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT, BY CALLING PRINCETON
ADMINISTRATORS, L.P., DUC'S ADMINISTRATOR, AT (800) 688-0928 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
Any proposal which a Shareholder of the Funds wishes to have included in the
joint proxy materials of the Funds relating to the 1998 Annual Meeting must be
received at the principal executive offices of the Funds no later than
December 23, 1997, and must otherwise comply with the rules promulgated by the
Securities and Exchange Commission.
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.
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 22, 1997
11
<PAGE>
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 28, 1997
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 Insurance
Company, One American Row, Hartford, Connecticut 06102, on May 28, 1997 at 8:00
a.m. 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(s) appear(s) 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?
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Authority to vote for the election as Class II Directors, the nominees
listed below:
E. Virgil Conway For Withhold For All Except
[_] [_] [_]
Harry Dalzell-Payne
Authority to vote for the election as a Class III Director, the nominee
listed below:
Philip R. McLoughlin
Authority to vote for the election as a Class I Director, the nominee
listed below:
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, 1997. 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 28, 1997.
Mark box at right [_]
if comments or
Please be sure to sign address change have
and date this Proxy. Date been noted on the
- ------------------------------------------------- reverse side of
this card.
- -------------------------------------------------
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 28, 1997
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 28, 1997 at 8:00 a.m. 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(s) appears(s) 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?
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Authority to vote for the election as Class II Directors, the nominees
listed below:
E. Virgil Conway For Withhold For All Except
[_] [_] [_]
Harry Dalzell-Payne
Everett L. Morris
Authority to vote for the election as a Class III Director, the nominee
listed below:
Philip R. McLoughlin
Authority to vote for the election, as a Class I
Director, the nominee listed below
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,
1997.
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 28, 1997.
Mark box at right [_]
if comments or
Please be sure to sign address change have
and date this Proxy. Date been noted on the
- ------------------------------------------------- reverse side of
this card.
- -------------------------------------------------
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
DUFF & PHELPS UTILITY AND
CORPORATE BOND TRUST INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 28, 1997
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
meeting of stockholders to be held at Phoenix Home Life Mutual Insurance
Company, One American Row, Hartford, Connecticut 06102, on May 28, 1997 at 8:00
a.m. 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
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.
HAS YOUR ADDRESS CHANGED?
- -------------------------------------
- -------------------------------------
- -------------------------------------
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
P.O. Box 11177
New York, NY 10203-0177
1. Authority to vote for the election as Class I Directors, the nominees
listed below:
For all nominees Withhold authority to vote
listed below for all nominees listed below Exceptions
[_] [_] [_]
Nominees: William N. Georgeson, Francis E. Jeffries, Eileen A. Moran
(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
---------------------------------------------------------------------
Authority to vote for the election as a Class II Director, the nominee
listed below:
For the nominee Withhold authority to vote
listed below for the listed nominee
[_] [_]
Nominee: Harry Dalzell-Payne
Authority to vote for the election as a Class III Director, the nominee
listed below:
For the nominee Withhold authority to vote
listed below for the listed nominee
[_] [_]
Nominee: Philip R. McLoughlin
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, 1997.
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 28, 1997.
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.
PLEASE VOTE, DATE AND SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
Dated , 1997 Change of [_]
-------------- address
and/or
comments,
mark here
- -------------------------------------------------
(Signature of Stockholder)
- -------------------------------------------------
(Signature of Joint Owner, if any)
Votes must be indicated [x] in Black or Blue ink.
