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

Filed by the Co-Registrants [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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 22, 2002

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" or "Tax-Free Income") and of Duff & Phelps Utility and
Corporate Bond Trust Inc. ("DUC" or "Utility and Corporate Bond Trust") (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 22, 2002 at 8:00 a.m., for the following
purposes:

1. ELECT DIRECTORS: To elect directors of each Fund in the following
manner:

(a) with respect to DTF, to elect three directors, each to be elected
by the holders of Common Shares of DTF and holders of RP of DTF, voting
together as a single class, to serve until the Annual Meeting in 2005 or
until successors are duly elected and qualified;

(b) with respect to DUC, to elect three directors by the holders of
Common Shares of DUC, to serve until the Annual Meeting in 2005 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 19, 2002, 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 26, 2002

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 22, 2002

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" or "Tax-Free Income") and Duff & Phelps Utility and Corporate Bond Trust
Inc. ("DUC" or "Utility and Corporate Bond Trust") 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 22, 2002 at 8:00 a.m. The
approximate mailing date of this Joint Proxy Statement and accompanying forms
of proxy is May 2, 2002. 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 19,
2002 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 19, 2002 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 26,304,516 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.

Summary of Voting on Proposals

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

1(a) DTF DTF Common Shares and RP
1(b) 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 FOR
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 FOR 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 the
investment management subsidiary of The Phoenix Companies, Inc. ("PNX"). PNX is
a leading provider of wealth management products and services to individuals
and businesses. Its principal offices are located at One American Row,
Hartford, Connecticut 06115.

The Annual Reports to Shareholders of each Fund, which includes financial
statements of each Fund as of its 2001 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 13 of this Proxy.

PROPOSAL 1: ELECTION OF DIRECTORS

General Information

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. All Directors serve for a staggered term of
three years, which will expire at the annual meeting of each Fund as set forth
on pages 10 and 11 of this Proxy.

The table below sets forth the names, ages, principal occupations and other
information with respect to each of the current Directors.

Independent Directors

Number of
Portfolios
in Fund
Positions Complex
Held with Length of Principal Occupation(s) Overseen Other Directorships
Name, Address and Age Funds Time Served During Past 5 Years by Director Held by Director
--------------------- --------- -------------- ---------------------------------------- ----------- -----------------------

E. Virgil Conway Director Director since Chairman, Rittenhouse Advisors, LLC 33 Trustee/Director of
Rittenhouse Advisors, LLC December 1995 (consulting firm) since 2001. Chairman Consolidated Edison
101 Park Avenue and Board Member of the Metropolitan Company of New York,
New York, NY 10178 Transportation Authority (1992-2001). Inc. (1970-present),
Age: 72 Chairman and Trustee of the Harlem Union Pacific Corp.
Youth Development Foundation (1987- (1978-2002), Urstadt
present). Chairman and Director of New Biddle Property Corp.
York Housing Partnership Development (1989-present),
Corp. (1981-present). Director/Trustee, Accuhealth, Inc. (1994-
Pace University (1978-present), present), Blackrock
Centennial Insurance Company (1974- Fund for Freddie Mac
2001), Josiah Macy, Jr., Foundation Securities (Advisory
(1973-present), Realty Foundation of Director) (1990-
New York (1972-present). present), Atlantic
Mutual Insurance
Company (1986-
2002).

William W. Crawford Director Director since Currently retired. Former President and 7
3003 Gulf Shore Blvd. November 1995 Chief Operating Officer of Hilliard,
#401 Lyons, Inc., a registered broker-dealer.
Naples, FL 34103
Age: 73

Harry Dalzell-Payne Director Director since Currently retired. Formerly a Major 33
The Flat July 1996 General of the British Army.
Elmore Court
Elmore, GLOS GL2 3NT, UK
Age: 72

William N. Georgeson Director Director since Currently retired. Former Vice President 7
575 Glenwood Road January 1993 of Nuveen Advisory Corp., an investment
Lake Forest, IL 60045 adviser. Director, Concordia University
Age: 74 Foundation (charity) (1994-present).

Number of
Portfolios
in Fund
Positions Term of Office Complex
Held with and Length of Principal Occupation(s) Overseen Other Directorships
Name, Address and Age Funds Time Served During Past 5 Years by Director Held by Director
--------------------- --------- -------------- ------------------------------------------- ----------- -------------------

Eileen A. Moran Director Director since President and Chief Executive Officer, 7
PSEG Resources, Inc. August 1996 PSEG Resources Inc. (1990-present).
80 Park Plaza T-22
Newark, NJ 07102
Age: 47

Everett L. Morris Director Director since Vice President of W.H. Reaves and 33
W.H. Reaves and Company January 1993 Company (since 1993). Prior to March
10 Exchange Place 1993, Director of Public Service
Jersey City, NJ 07302 Enterprise Group Incorporated and
Age: 73 President and Chief Operating Officer of
Enterprise Diversified Holdings
Incorporated. Prior to January 1992,
Senior Executive Vice President Chief
Financial Officer of Public Service
Electric and Gas Company. Prior to 1991,
Director of First Fidelity Bank, N.A., N.J.

Richard A. Pavia Director Director since Currently retired. Vice Chairman Cook 7
7145 North Ionia Avenue January 1993 County Illinois President's Advisory
Chicago, IL 60646 Council-Forest Preserve District (since
Age: 71 1997). Special Consultant, K&D Facilities
Resource Corp. (since 1995). Former
Chairman and Chief Executive Officer of
Speer Financial, Inc.

Interested Directors

The persons listed below are "interested persons" of the Funds, as defined
in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations thereunder.

Number of
Portfolios
in Fund
Positions Term of Office Complex
Held with and Length of Principal Occupation(s) Overseen
Name, Address and Age Funds Time Served During Past 5 Years by Director
--------------------- ------------- -------------- ------------------------------------------ -----------

Francis E. Jeffries/1/ Chairman of Director since Chairman of the Board of Directors and 34
8477 Bay Colony Drive the Board of January 1993 President of the Registrant. Until May 13,
#902 Directors and 1997, Chairman of the Board of Directors
Naples, FL 34108 President of Phoenix Investment Partners, Ltd.
Age: 71 ("PXP"). Prior to July 1995, Chief
Executive Officer of the predecessor of
PXP and Chairman of the Board of Duff &
Phelps Investment Management Co.

Philip R. McLoughlin/2/ Director Director since Director and Chief Executive Officer 44
56 Prospect Street July 1996 (1995-present) and Chairman (1997-
Hartford, CT 06115 present), PXP. Executive Vice President
Age: 55 and Chief Investment Officer, The
Phoenix Companies, Inc. (since 2001).
Director (1994--present) and Executive
Vice President, Investments (1988-
present) Phoenix Life Mutual Insurance
Company. Director, Phoenix Distribution
Holding Company and Phoenix
Investment Management Company
(2001-present). Director, Aberdeen Asset
Management plc (1986-present). Director
(1983-present) and Chairman (1995-
present) Phoenix Investment Counsel, Inc.
Director (1984-present), Chairman (1990-
present) and President (1990-2000),
Phoenix Equity Planning Corporation.
Chairman and Chief Executive Officer,
Phoenix/Zweig Advisers (1999-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 National Trust Company
(1996-present). Director, W.S. Griffith
Securities Inc. (1992-present). Director
and Vice Presi-dent, PM Holdings, Inc.
(1985-present).

Other Directorships
Name, Address and Age Held by Director
--------------------- ----------------------

Francis E. Jeffries/1/ Director, The Empire
8477 Bay Colony Drive District Electric
#902 Company.
Naples, FL 34108
Age: 71

Philip R. McLoughlin/2/ Director, The Phoenix
56 Prospect Street Companies, Inc. (since
Hartford, CT 06115 2001). Director, PXRE
Age: 55 Group (1985-present),
and World Trust Fund
(1991-present).

--------
1 Mr. Jeffries is an interested person of the Funds by reason of his position
as President of the Funds.
2 Mr. McLoughlin is an interested person of the Funds by reason of his position
with PXP and its affiliates.

Officers of the Funds Who Are Not Directors

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 an
affiliate and receive compensation in such capacities.

Position(s) Held with Funds and Principal Occupation(s)
Name, (Age) and Address Length of Time Served During Past 5 Years
----------------------- ------------------------------- -----------------------------------------------

Dennis A. Cavanaugh (58) DUC: Senior Vice President Executive Vice President (1994-present), Senior
55 E. Monroe Street since 1993 and Chief Investment Vice President (1990-1994), Duff & Phelps
Chicago, IL 60603 Officer since 1995. Investment Management Co.

James D. Wehr (44) DTF: Vice President and Chief Vice President of Duff & Phelps Investment
56 Prospect Street Investment Officer since 1998. Management (2000-present). Senior Vice
Hartford, CT 06115-0480 President, Fixed Income (1998-present),
Managing Director, Fixed Income (1996-1998),
Phoenix Investment Counsel, Inc.

Timothy M. Heaney (37) DTF: Vice President since 1997. Managing Director, Fixed Income (1997-
56 Prospect Street present), Director, Fixed Income Research
Hartford, CT 06115-0480 (1996-1997), Investment Analyst (1995-1996),
Phoenix Investment Counsel, Inc.

Alan M. Meder (42) DUC and DTF: Senior Vice President and Chief Operations
55 E. Monroe Street Treasurer since 2000. Officer of Duff & Phelps Investment
Chicago, IL 60603 Management Co. (1997-present).

Nancy J. Engberg (45) DUC and DTF: Vice President and Counsel, Phoenix
56 Prospect Street Secretary since 1999. Investment Partners, Ltd. since 1999. Second
Hartford, CT 06115-0480 Vice President and Counsel, Phoenix Home
Life Mutual Insurance Company (1994-1999).

Equity Securities Owned by Directors and Officers

As of the Record Date, the Directors of the Funds beneficially owned the
following amounts of equity securities of the Funds and other Funds overseen by
them in the Fund Complex:

Independent Directors

Aggregate Dollar Range
of Equity Securities in
All Funds Overseen
Dollar Range of Equity Securities or to be Overseen
Owned in Funds by Director or Nominee
--------------------------------- in Family of
Name DTF DUC Investment Companies/1/
---- ---------------- ---------------- -----------------------

E. Virgil Conway.... None None None
William W. Crawford. $10,001-$50,000 $10,001-$50,000 $50,001-$100,000
Harry Dalzell-Payne. None None None
William N. Georgeson $50,001-$100,000 $50,001-$100,000 Over $100,000
Eileen A. Moran..... $10,001-$50,000 $10,001-$50,000 $10,001-$50,000
Everett L. Morris... Over $100,000 Over $100,000 Over $100,000
Richard A. Pavia.... $50,001-$100,000 $50,001-$100,000 Over $100,000

Interested Directors

Aggregate Dollar Range
of Equity Securities in
All Funds Overseen
Dollar Range of Equity Securities Owned in or to be Overseen
Funds by Director or Nominee
------------------------------------------ in Family of
Name DTF DUC Investment Companies/1/
---- --------------- --------------- -----------------------

Francis E. Jeffries. Over $100,000 Over $100,000 Over $100,000
Philip R. McLoughlin $10,001-$50,000 $10,001-$50,000 $50,001-$100,000

--------
/1/ The Family of Investment Companies is comprised of DTF and DUC.

The following table shows the number of Common Shares of each Fund as to
which each director and nominee for director beneficially owned as of the
Record Date.

Number of Equity Securities Owned in
Funds
------------------------------------
Name DTF DUC
---- --- ---

E. Virgil Conway.... None None
William W. Crawford. 1,000 1,000
Harry Dalzell-Payne. None None
William N. Georgeson 2,412 4,877
Eileen A. Moran..... 1,206 2,190
Everett L. Morris... 51,178 18,099
Richard A. Pavia.... 4,678 4,996
Francis E. Jeffries. 40,338 25,441
Philip R. McLoughlin 2,000 3,443

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(h) 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 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 2001.

As of the Record Date, none of the Directors of the Funds who are not
interested persons of the Funds (within the meaning of Section 2(a)(19) of the
1940 Act), nor any of their Immediate Family Members owns either beneficially
or of record the securities of the Adviser or PNX.

Board and Committee Meetings

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 four meetings and one meeting, respectively, during
such Fund's 2001 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.

Compensation of Directors

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 or an affiliate 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 2001:

Independent Directors

Aggregate
Compensation Total
from each Fund Compensation
for which Director Retirement Estimated from the
Serves on Board/2/ Benefits Annual Funds and
------------------ Accrued as part of Benefits Upon Fund
Name/1/ DTF/3/ DUC/4/ Fund Expenses Retirement Complex/5/
------- ------- ------- ------------------ ------------- ------------

E. Virgil Conway.... $14,000 $22,500 None None $111,000
William W. Crawford. $14,000 $22,500 None None $ 41,750
Harry Dalzell-Payne. $14,000 $22,500 None None $103,500
William N. Georgeson $14,000 $25,000 None None $ 44,250
Eileen A. Moran..... $14,000 $22,500 None None $ 41,500
Everett L. Morris... $19,000 $25,000 None None $111,000
Richard A. Pavia.... $14,000 $22,500 None None $ 42,500

Interested Directors

Aggregate
Compensation Total
from each Fund Compensation
for which Director Retirement Estimated from the
Serves on Board/2/ Benefits Annual Funds and
- ------------------ Accrued as part of Benefits Upon Fund
Name/1/ DTF/3/ DUC/4/ Fund Expenses Retirement Complex/5/
------- ------- ------- ------------------ ------------- ------------

Francis E. Jeffries $20,000 $26,500 None None $101,500

--------
1 Mr. McLoughlin was an "affiliated person" of the Adviser by reason of being a
full-time employee of an affiliate 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 2001.
3 DTF recently adopted a deferred compensation plan for its Directors who are
not "affiliated persons" of the Adviser. Pursuant to DTF's deferred
compensation plan, the following Directors deferred their compensation in the
amounts of: Mr. Georgeson, $14,000; Mr. Jeffries, $20,000; Ms. Moran, $7,000;
Mr. Pavia, $7,000. Amounts deferred by a Director of DTF will be retained by
DTF and will earn a rate of return determined by reference to the return on
the common shares of DTF.
4 DUC recently adopted a deferred compensation plan for its Directors who are
not "affiliated persons" of the Adviser. Pursuant to DUC's deferred
compensation plan, the following Directors deferred their compensation in the
amounts of: Mr. Georgeson, $25,000; Mr. Jeffries, $26,500; Ms. Moran,
$11,250; Mr. Morris, $16,000; Mr. Pavia, $11,250. Amounts deferred by a
Director of DUC will be retained by DUC and will earn a rate of return
determined by reference to the return on the common shares of DUC.
5 The Fund Complex is comprised of 44 funds, including DTF, DUC, and 42
open-end mutual funds for which such Director serves. The amounts shown are
accumulated from the Aggregate Compensation from each fund in the Fund
Complex during such fund's fiscal year ended in 2001.

Nominees for DTF Directors

At the Meeting, 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 2005 or until successors are duly elected and
qualified. Holders of Common Shares and holders of RP, voting as a single
class, will vote with respect to each of the nominees for Director and an
affirmative vote of a plurality of the Common Shares and RP, voting as a single
class, present at the Meeting in person or by proxy, is required to elect each
such nominee. It is the intention of the persons named on the enclosed proxy to
vote the Shares represented by them for the election of the respective nominees
unless the proxy is marked otherwise.

The Articles of Incorporation and By-Laws of DTF provide that the Board of
Directors shall consist of not less than three nor more than nine directors
divided into three classes, the classes to be as nearly equal in number as
possible. Generally, the Directors of only one class are elected at each annual
meeting so that the regular term of only one class of Directors will expire
annually and any particular Director stands for election only once in each
three-year period. Assuming each of the DTF nominees is elected at the Meeting,
the terms of each class of the Board of Directors will expire at the annual
meetings of DTF in the years indicated in the table below.

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

Class III Directors - 2004
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin

Class I Directors - 2005
William N. Georgeson
Francis E. Jeffries
Eileen A. Moran

Pursuant to the 1940 Act, as long as any shares of RP are outstanding, the
holders of shares of RP, voting as a separate class, will elect two of the
Directors of DTF. Everett L. Morris and Richard A. Pavia have been designated
to be elected by the holders of RP. Messrs. Morris and Pavia are serving terms
that expire in 2003 and 2004, respectively. In the event a vacancy occurs on
the Board of Directors by reason of death, resignation or a reason other than
removal by the appropriate class of stockholders, the remaining Directors, or
remaining Director, elected by the class or classes of shares that elected the
vacant Director's position shall fill the vacancy for the entire unexpired term.

Nominees for DUC Directors

At the Meeting, 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 2005 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 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

Class III Directors - 2005
William W. Crawford
Richard A. Pavia
Philip R. McLoughlin

Shareholder Approval

With respect to DTF, holders of DTF Common Shares and holders of shares of
RP, voting together as a single class, are entitled to vote on each nominee for
DTF. With respect to DUC, holders of DUC Common Shares are entitled to vote on
each nominee for DUC. The affirmative vote of a plurality of the Shares cast in
person or by proxy is required to elect the respective nominees. THE BOARDS OF
DIRECTORS RECOMMEND A VOTE "FOR" EACH OF THE NOMINEES.

INDEPENDENT AUDITORS

Ernst & Young, LLP has been selected as the independent auditors to audit
each of the Funds for and during each Fund's fiscal years ending in 2001 by a
majority of each of the Funds' Board of Directors, including a majority of the
independent directors, by a vote cast in person to the audit committee. 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, $36,000. The Funds paid other fees
for the most recent fiscal year in the following amounts: DTF, $9,200; DUC,
$8,800. Other fees relate to procedures performed in compliance with rating
agency requirements.

OTHER MATTERS

Future Name Change for Tax-Free Income

On February 28, 2002, the Board of Directors of Tax-Free Income voted to
change the name of the Fund, effective following the Annual Meeting of
Shareholders of the holders of Tax-Free Income Common Shares and RP. The name
change is being made in response to a new rule recently adopted by the
Securities and Exchange Commission ("SEC") which requires a fund with a name
suggesting an investment focus in a certain industry to invest at least 80% of
the value of its assets in that particular industry. Tax-Free Income's current
investment

policy states that, in normal market conditions, at least 65% of its assets are
to be invested in tax-exempt utility obligations. The Board of Directors of
Tax-Free Income currently believes that it would not be in the best interests
of Tax-Free Income to increase the minimum level of such utility obligations
from 65% to 80%, as would be required by the SEC's new rule if Tax-Free Income
were to keep its current name. Instead, the Board of Directors of Tax-Free
Income has decided to change the name of the Fund to "DTF Tax-Free Income Inc."
Under the laws of Maryland, where Tax-Free Income is incorporated, the name
change will not require a vote of the holders of Tax-Free Income Common Shares
or RP. This new name will enable the Fund to maintain its current investment
policy and thereby preserve its current flexibility to pursue its investment
objective of current income exempt from regular federal income tax consistent
with the preservation of capital.

Investment Policy of the Utility and Corporate Bond Trust
Involving Investments in Corporate Income Securities

The investment objective of Utility and Corporate Bond Trust is high current
income consistent with investing in securities of investment grade quality. The
Utility and Corporate Bond Trust seeks to achieve its investment objective by
investing substantially all of its assets in a diversified portfolio of Income
Securities. "Income Securities" consist of Utility Income Securities, Corporate
Income Securities, Mortgage-Backed Securities and Asset-Backed Securities. The
Utility and Corporate Bond Trust has an investment policy that, in normal
market conditions, it will invest at least 65% of its total assets in Utility
Income Securities and Corporate Income Securities and at least 25% of the
Fund's total assets will be invested in Utility Income Securities. Under the
current non-fundamental investment policies of the Utility and Corporate Bond
Trust, "Corporate Income Securities" are debt securities and preferred stocks
(other than Utility Income Securities), issued by corporate entities.
"Mortgage-Backed Securities" are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage
loans on real property.

In the current investment market, Mortgage-Backed Securities include single-
and multi-class mortgage pass-through securities and collateralized mortgage
obligations: (1) issued or guaranteed by U.S. government agencies or
instrumentalities that are backed by the full faith and credit of the United
States ("U.S. Mortgage-Backed Securities"), such as the Government National
Mortgage Association ("GNMA"); (2) issued or guaranteed by federal agencies or
instrumentalities that are not backed by the full faith and credit of the
United States, such as the Federal National Mortgage Association ("FMNA") and
the Federal Home Loan Mortgage Corporation ("FHLMC"); (3) issued by private
issuers (generally originators of and investors in mortgage loans, including
savings associations, mortgage bankers, commercial banks, investment banks and
special purpose entities (collectively, "Private Mortgage Lenders")) but
supported by pools of mortgage loans or other Mortgage-Backed Securities that
are guaranteed, directly or indirectly, by the U.S. government or one of its
agencies or instrumentalities; and (4) issued by Private Mortgage Lenders
without any government guarantee of the underlying mortgage assets, but usually
with some form of non-governmental credit enhancement. Mortgage-Backed
Securities described in (2)-(4) above, i.e., Mortgage-Backed Securities other
than U.S. Mortgage-Backed Securities, generally are issued by private or
quasi-private corporate or other entities and are not backed by the full faith
and credit of the United States (collectively, "Corporate Mortgage-Backed
Securities").

Under a new rule recently adopted by the Securities and Exchange Commission
("SEC") regarding investment company names, a fund whose name suggests
investment in a certain type of security or types of securities is required to
adopt a policy to invest at least 80% of the value of its assets in that
particular type of security or types of securities. The Utility and Corporate
Bond Trust's current investment policy with respect to Mortgage-Backed
Securities does not distinguish between U.S. Mortgage-Backed Securities and
Corporate Mortgage-Backed Securities. In connection with the new SEC rule, the
Board of Directors of the Utility and

Corporate Bond Trust believes it would be in the best interests of the Fund and
its shareholders to revise the Utility and Corporate Bond Trust's investment
policy so as to include Corporate Mortgage-Backed Securities in the definition
of "Corporate Income Securities." However, under the revised policy, the
Utility and Corporate Bond Trust will not invest 25% or more of its total
assets in Corporate Mortgage-Backed Securities. Accordingly, in normal market
conditions, the Utility and Corporate Bond Trust will invest at least 80% of
its total assets in Utility Income Securities and Corporate Income Securities
(including Corporate Mortgage-Backed Securities, subject to the limitation
described above). The Utility and Corporate Bond Trust will continue to
maintain its investment policy of investing, in normal market conditions, at
least 25% of its total assets in Utility Income Securities. This revised
investment policy is not a fundamental policy of the Utility and Corporate Bond
Trust and, thus, no vote of the Utility and Corporate Bond Trust Common Shares
is required to change this policy. Pursuant to the SEC's recently adopted rule,
the Utility and Corporate Bond Trust will notify shareholders of any future
changes in this policy at least 60 days prior to their implementation.

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 and its affiliates, 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 2001 fiscal year end, have previously been
mailed to shareholders. DTF will furnish, without charge, a copy of its Annual
Report by calling Esquiserve L.P., DTF's transfer agent, at (800) 451-6788 or
by writing to Prudential Investment 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 9095, Princeton, NJ
08543-9095. 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 2003 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, 2003.
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, 2003.

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 26, 2002

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.

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

COMMON STOCK

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

Nominees: (01) William N. Georgeson, (02) Francis E. Jeffries
(03) Eileen A. Moran

FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[_] [_]

[_] ___________________
For all nominees except as noted above

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 22, 2002.

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

Please be sure to sign and date this Proxy.

Signature: ____________ Date: ________ Signature: ____________ Date: ________

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

Annual Meeting of Stockholders - May 22, 2002
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 James D. Wehr, 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 22, 2002 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?

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

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

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.

REMARKETED PREFERRED STOCK

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

Nominees: (01) William N. Georgeson, (02) Francis E. Jeffries
(03) Eileen A. Moran

FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[_] [_]

[_] __________________
For all nominees except as noted above

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 22, 2002.

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

Please be sure to sign and date this Proxy.

Signature: ____________ Date: _______ Signature: _____________ Date: _______

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

Annual Meeting of Stockholders - May 22, 2002
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 James D. Wehr, 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 22, 2002 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?

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

[_] Please Vote, Date, [X] Votes must be
and Sign and Return indicated (X) in Black
Promptly in Enclosed Envelope. or Blue ink.
--------------------------------------------------------------------------------

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

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

Nominee for Class III:

William W. Crawford, Richard A. Pavia and Philip R. McLoughlin

(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)

*Exceptions
----------------------------------------------------------------

2. 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 22, 2002.

To change your address, please mark this box. [_]

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.

Date
---------------- ------------------------ -------------------------
(Share Owner sign here) (Co-Owner sign here)

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 22, 2002
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 Dennis A. Cavanaugh 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 22, 2002 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)

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
P.O. BOX 11326
NEW YORK, N.Y. 10203-0326

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