Edgar Filing: DUFF & PHELPS UTILITIES TAX FREE INCOME INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934

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DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
(Names of Co-Registrants as Specified In Their Charters)

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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 23, 2001

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 of 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 23, 2001 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 two 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 2004
or until successors are 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 2004 or until a successor is duly elected and
qualified; and

(c) with respect to DUC, to elect three directors by the holders of
Common Shares of DUC, to serve until the Annual Meeting in 2004 or
until successors are duly elected and qualified.

2. OTHER BUSINESS: To transact such other business as may properly come
before the Meeting.

Holders of record of Common Shares and RP of DTF and holders of Common
Shares of DUC at the close of business on April 20, 2001, 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

Nancy J. Engberg, Secretary

April 27, 2001

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 23, 2001

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 23, 2001
at 8:00 a.m. The approximate mailing date of this Joint Proxy Statement and
accompanying forms of proxy is May 3, 2001. 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 20,
2001 as the record date (the "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 20, 2001 as the Record Date 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 Record
Date will be entitled to one vote for each Share held, with no Shares having
cumulative voting rights. As of the Record Date, there were 8,507,456 issued
and outstanding DTF Common Shares, 1,300 issued and outstanding shares of RP,
and 26,091,395 issued and outstanding DUC Common Shares.

As of the Record Date, to the knowledge of the management of each respective
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, except with respect to the proposal to

elect Richard A. Pavia 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

Classes of Shares of
Affected such Funds Entitled to
Proposal Funds Vote
-------- -------- ----------------------

1(a) DTF DTF Common Shares and RP
1(b) DTF RP
1(c) DUC DUC Common Shares

Each proposal 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.

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. 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. 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 Proposal 1 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 Investment Partners, Ltd. ("PXP"). The address of
the Adviser is 55 East Monroe Street, Chicago, Illinois 60603. The address of
PXP is 56 Prospect Street, Hartford, Connecticut 06115. PXP is a wholly-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 2000 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 10 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.

Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
--------------------- -------------------------- ---- -------- --------

E. Virgil Conway Chairman and Board Member of the Metropolitan DTF -- --
9 Rittenhouse Road Transportation Authority (1992-2001). DUC --
Bronxville, NY Chairman and Trustee of the Harlem Youth
10708 Development Foundation (1987-present).
Age: 71 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), Black-rock 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).
Chairman and Director of New York Housing
Partnership Development Corp. (1981-present).
Trustee, Phoenix Funds (1993-present),
Phoenix Duff & Phelps Institutional Mutual
Funds (1995-present), Phoenix-Aberdeen Series
Fund (1996- present), Phoenix-Seneca Funds
(2000-present).

William W. Crawford Mr. Crawford currently is retired and is the DTF -- --
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: 72 of Phoenix Duff & Phelps Institutional Mutual
Funds and Phoenix-Seneca Funds.

Harry Dalzell-Payne Director/Trustee, Phoenix Funds (1983- DTF -- --
The Flat, Elmore Court present). Trustee, Phoenix Duff & Phelps DUC --
Elmore, GLOS GL2 3NT, UK Institutional Mutual Funds (1996-present),
Age: 71 Phoenix-Aberdeen Series Fund (1996-present),
Phoenix Funds (1993-present),

Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
--------------------- -------------------------- ---- -------- --------

Phoenix-Seneca Funds (1999-present). 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 Vice President of Nuveen Advisory DUC 3,234
Lake Forest, IL 60045 Corp., an investment adviser. Mr. Georgeson
Age: 73 also is a Trustee of Phoenix Duff & Phelps
Institutional Mutual Funds and Phoenix-Seneca
Funds.

Francis E. Jeffries*,/3 Mr. Jeffries is the Chairman of the Board of DTF 48,301 --
/ 8477 Bay Colony Drive Directors and President of DTF and DUC. Until DUC 28,789
#902 May 13, 1997, Mr. Jeffries was Chairman of
Naples, FL 34108 the Board of PD&P and he is currently a
Age: 70 Director of The Empire District Electric
Company. Prior to July 1995, Mr. Jeffries was
also Chief Executive Officer of the
predecessor of PXP and Chairman of the Board
of the Adviser. Since 1996, he is also a
Trustee of Phoenix Funds, Phoenix Duff &
Phelps Institutional Mutual Funds, Phoenix-
Aberdeen Series Fund and since 2000 of
Phoenix-Seneca Funds.

Philip R. McLoughlin* Director and Chief Executive Officer (1995- DTF 250 --
56 Prospect Street present) and Chairman (1997-present), Phoenix DUC 250
Hartford, CT 06115 Investment Partners, Ltd. Director (1994-
Age: 55 present) and Executive Vice President,
Investments, (1988-present) Phoenix Home Life
Mutual Insurance Company. Trustee and
President, Phoenix Funds (1989-present),
Phoenix-Aberdeen Series Fund (1996-present),
Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present) and Phoenix-Seneca Funds
(2000-present). Director Aberdeen Asset
Management plc (1986-present). Director,
(1983-present) and Chairman (1995-present)
Phoenix Investment Counsel, Inc. Director
(1984-present) and Chairman (1990-present),
Phoenix Equity Planning Corporation. Chairman
and Chief Executive Officer, Phoenix/Zweig
Advisers (1999-present). Director, PXRE Group
(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,
W.S. Griffith & Co. Inc. (1992-present).
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 1,000
East Windsor, NJ 08520 Phoenix Duff & Phelps Institutional Mutual
Age: 46 Funds (1996-present) and Phoenix-Seneca Funds
(2000-present).

Common
Principal Occupations or Shares RP
Name, Address and Age Employment in Past 5 Years Fund Owned/1/ Owned/1/
--------------------- -------------------------- ---- -------- --------

Everett L. Morris/2 Mr. Morris is a Vice President of W. H. DTF 25,660 --
/ 164 Laird Road Reaves and Company (since 1993). Prior to DUC 40,000
Colts Neck, NJ 07722 March 1993, Mr. Morris was a Director of
Age: 72 Public Service 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 a Trustee of Phoenix Funds,
Phoenix Duff & Phelps Institutional Mutual
Funds, Phoenix-Aberdeen Series Fund and
Phoenix-Seneca Funds (2000-present).

Richard A. Pavia/2 Mr. Pavia is a currently retired and is the DTF 5,195 --
/ 7145 N. Ionia Ave. former Chairman and Chief Executive Officer DUC 4,850
Chicago, IL 60646 of Speer Financial, Inc., a regional company
Age: 70 specializing in public finance. Mr. Pavia
also is a Trustee of Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).

--------
* "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")).
/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 11,168 of the DTF shares
listed and 7,065 of DUC shares listed.

Each Board of Directors held four meetings during its respective 2001 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. Mr. Jeffries is an ex-officio member of each of the
audit committee and the nominating committee. 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 three meetings and one meeting,
respectively, during such Fund's 2000 fiscal year. Each such 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. Mr. Jeffries receives an
additional $6,000 annual fee for serving as Chairman of the Board of
Directors. The following table summarizes the compensation paid to Directors
of each Fund for its respective fiscal year ended in 2000:

COMPENSATION TABLE

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/3/ DUC/4/ of Fund Expenses Retirement Complex/5/
------- --------- --------- ---------------- ---------- ------------

E. Virgil Conway........ $ 14,000 $ 22,000 N/A N/A $42,500
William W. Crawford..... $ 14,000 $ 22,000 N/A N/A $40,500
Harry Dalzell-Payne..... $ 14,000 $ 22,000 N/A N/A $41,500
William N. Georgeson.... $ 14,000 $ 24,500 N/A N/A $43,500
Francis E. Jeffries..... $ 20,000 $ 27,000 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 $49,250
Richard A. Pavia........ $ 14,000 $ 22,000 N/A N/A $42,000

--------
/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 2000.
/3/The Fund recently adopted a deferred compensation plan for its Directors
who are not "affiliated persons" of the Adviser. Pursuant to the Fund's
deferred compensation plan, the Directors deferred their compensation as
follows: Mr. Conway, $0; Mr. Crawford, $0; Mr. Dalzell-Payne, $0; Mr.
Georgeson, $14,000; Mr. Jeffries, $20,000; Ms. Moran, $7,000; Mr. Morris,
$8,000; Mr. Pavia, $7,000. Amounts deferred by a Director of a Fund will be
retained by such Fund and will earn a rate of return determined by reference
to the return on the common shares of such Fund.
/4/The Fund recently adopted a deferred compensation plan for its Directors
who are not "affiliated persons" of the Adviser. Pursuant to the Fund's
deferred compensation plan, the Directors deferred their compensation as
follows: Mr. Conway, $0; Mr. Crawford, $0; Mr. Dalzell-Payne, $0; Mr.
Georgeson, $24,500; Mr. Jeffries, $27,000; Ms. Moran, $11,000; Mr. Morris,
$16,000; Mr. Pavia, $11,000. Amounts deferred by a Director of a Fund will
be retained by such Fund and will earn a rate of return determined by
reference to the return on the common shares of such Fund.
/5/The Fund Complex is comprised of seven funds, including DTF, DUC, two funds
included in Phoenix Duff & Phelps Institutional Mutual Funds and three funds
included in Phoenix-Seneca 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 2000. Messrs. Conway, Dalzell-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 $109,750, $101,250,
$99,000 and $117,250, respectively, for each Fund's respective fiscal year
ended in 2000.

The following table sets forth certain information concerning the principal
executive officers of the Funds. Francis E. Jeffries, a Director of DTF and of
DUC, serves as President of each of the Funds. Information regarding Mr.
Jeffries is set forth above. 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.

Positions and Other Principal Occupations
Name and Age Offices with Funds in Past 5 Years
------------ ------------------ ---------------------------

Dennis A. Cavanaugh..... Senior Vice President, Mr. Cavanaugh is an Executive Vice
Age: 56 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 Senior Vice President of
56 Prospect Street Investment Officer of DTF Phoenix Investment Counsel, Inc. Mr.
Hartford, CT 06115 Wehr is also the Portfolio Manager of
Age: 43 the Managed Bond Portfolio, an
Institutional Fund.

Timothy Heaney.......... Vice President Mr. Heaney is Managing Director, Fixed
56 Prospect Street Income for Phoenix Investment Counsel,
Hartford, CT 06115 Inc. He is Portfolio Manager of the
Age: 36 Phoenix-Goodwin Tax-Exempt Bond Fund of
Phoenix Multi-Portfolio Fund and
Portfolio Manager of Phoenix-Goodwin
California Tax-Exempt Bond Fund.
Previously, Mr. Heaney was Director,
Fixed Income Research, Phoenix
Investment Counsel, Inc. and Investment
Analyst for Phoenix Investment Counsel,
Inc. and Phoenix Home Life Mutual
Insurance Company.

Alan Meder.............. Treasurer and Principal Mr. Meder is a Senior Vice President and
55 E. Monroe Street Financial and Accounting Chief Operations Officer of the
Chicago, IL 60603 Officer Adviser. Mr. Meder began his career
Age: 41 with the Adviser in 1985 as an Analyst.

Nancy J. Engberg........ Secretary of DTF and Ms. Engberg joined Phoenix Investment
56 Hartford Street DUC Partners,
Hartford, CT 06115 Ltd. in April 1999 as Vice President
Age: 44 and
Counsel. From June 1997 to April 1999,
Ms.
Engberg served as Second Vice President
and
Corporate Counsel for Phoenix Home Life
Mutual Insurance Company. Ms. Engberg
currently serves as Secretary or
Assistant Secretary of most of the
open-end and closed-end funds advised
by the Adviser and Phoenix Investment
Partners, Ltd.'s other subsidiaries.

As of the Record Date, 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,
except as follows: a Form 5 disclosing the annual share ownership for each of
the directors and officers of DTF was inadvertantly not filed in a timely
manner.

None of the Directors or officers of the Funds made any purchases or sales
of securities of PXP 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 2000.

Nominees for DTF Directors. At the Meeting, 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 2004 or until
successors are duly elected and qualified. Except with respect to Mr. Pavia,
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. Pavia, 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.

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 I Directors - 2002
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran

Class II Directors - 2003
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne

Class III Directors - 2004
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, 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 2004 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.

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 III Directors - 2002
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin

Class I Directors - 2003
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran

Class II Directors - 2004
E. Virgil Conway
Everett L. Morris
Harry Dalzell-Payne

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, except Mr. Pavia. With respect to DTF, holders of shares of RP,
voting as a separate class, are entitled to vote on Mr. Pavia as a 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.

INDEPENDENT AUDITORS

Ernst & Young, LLP has been selected as the independent auditors by a
majority of each of the Funds' Board of Directors, including a majority of the
independent directors, by a vote case in person to the audit committee to
audit each of the Funds for and during each Fund's fiscal year ending in 2001.
Neither of the Funds knows of any direct or indirect financial interest of
Ernst & Young, LLP in the Funds.

Audit Fees

The Funds paid fees for professional services rendered for the audit of each
of the Fund's annual financial statements for the most recent fiscal year in
the following amounts: DTF, $34,000; DUC, $36,600. The Funds paid offer fees
for the most recent fiscal year in the following amounts: DTF, $8,800; DUC,
$8,800. Other fees relate to procedures performed in compliance with rating
agency requirements.

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 include financial
statements of each Fund as of its 2000 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 2002 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 January 5, 2002.
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 14a-4(c)
under the Exchange Act, such proposals must be received by the Fund at the
Fund's executive offices by March 19, 2002.

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.

NANCY J. ENGBERG
Secretary

April 27, 2001

[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 23, 2001.

CONTROL NUMBER:

-----------------------------
Please be sure to sign and date this Proxy. Date
--------------------------------------------------------------------------------

Stockholder sign here Co-owner sign here

1. Authority to vote for the election as Class III Directors, the nominees
listed below:

(01) William W. Crawford
(02) Philip R. McLoughlin

For All Nominees Withhold For All Except
[_] [_] [_]

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 name of the nominee.
Your shares will be voted for the remaining nominee.

2. Upon any and all other business which may come before the Annual Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [_]

RECORD DATE SHARES:
--------------------------------------------------------------------------------

COMMON DUFF & PHELPS UTILITIES TAX-FREE INCOME INC. COMMON

Annual Meeting of Stockholders - May 23, 2001
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 Nancy
J. Engberg 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 The Cliff House, 395 Deer Cliff
Road, Avon, Connecticut 06001, on May 23, 2001 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 substitutes, 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 REVERSE AND RETURN PROMPTLY IN THE 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?

---------------------------------- -----------------------------------------
---------------------------------- -----------------------------------------
---------------------------------- -----------------------------------------

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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

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 23, 2001.

CONTROL NUMBER:

-----------------------------
Please be sure to sign and date this Proxy. Date
--------------------------------------------------------------------------------

Stockholder sign here Co-owner sign here

1. Authority to vote for the election as Class III Directors, the nominees
listed below:

(01) William W. Crawford
(02) Richard A. Pavia
(03) Philip R. McLoughlin

For All Nominees Withhold For All Except
[_] [_] [_]

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 name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).

2. Upon any and all other business which may come before the Annual Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [_]

RECORD DATE SHARES:
--------------------------------------------------------------------------------

PREFERRED DUFF & PHELPS UTILITIES TAX-FREE INCOME INC. PREFERRED

Annual Meeting of Stockholders - May 23, 2001
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 Nancy J. Engberg 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 The Cliff House, 395 Deer
Cliff Road, Avon, Connecticut 06001, on May 23, 2001 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.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

--------------------------------------------------------------------------------

1. Authority to vote for the election as Class I Directors, the nominees are
listed below:

FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below for all nominees listed below

Nominee for Class II:

E. Virgil Conway, Everett L. Morris and Harry Dalzell-Payne

(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. 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 23, 2001.

Change of Address and/or Comments Mark Here [_]

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.

Dated ________________________, 2001

------------------------------------
(Signature of Stockholder)

------------------------------------
(Signature of Joint Owner, if any)

Votes must be indicated
(x) in Black or Blue ink. [X]

Please Vote, Date, and Sign and Return Promptly in Enclosed Envelope.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 23, 2001
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 Nancy J. Engberg 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 The Cliff House, 395 Deer Cliff Road, Avon,
Connecticut 06001, on May 23, 2001 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.

(Continued and to be signed and dated on reverse side)

HAS YOUR ADDRESS CHANGED?

--------------------------------------------

-------------------------------------------

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
P.O. BOX 11177
NEW YORK, N.Y. 10203-0177

--------------------------------------------------------------------------------