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DTF Tax-Free Income Inc, et al. · DEF 14A · For 5/15/96

Filed On 4/9/96 · SEC Files 811-06416, 811-07358 · Accession Number 950131-96-1520

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/09/96  DTF Tax-Free Income Inc           DEF 14A     5/15/96    1:16                                     950131
          Duff & Phelps Utility & Corporate Bond Trust Inc

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit Description Pages Size

1: DEF 14A Duff & Phelps N & P for 2 Funds 16 83K

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Sponsored Ads...

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:

[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] 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.
(Name of each Co-Registrant as Specified In Its Charter)

FRANCIS E. JEFFRIES, CHAIRMAN
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fees (check the appropriate box):

[X] $125 per Co-Registrant (an aggregate of $250 for the Co-Registrants listed
above) per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

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

(3) Filing Party:

(4) Date Filed:

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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 15, 1996

To the Shareholders of:
Duff & Phelps Utilities Tax-Free Income Inc.
Duff & Phelps Utility and Corporate Bond Trust Inc.

NOTICE IS HEREBY GIVEN to the holders of shares of common stock, par value
$.01 per share ("Common Shares"), of each of Duff & Phelps Utilities Tax-Free
Income Inc. ("DTF") and Duff & Phelps Utility and Corporate Bond Trust Inc.
("DUC") (DTF and DUC sometimes being referred to herein individually as a
"Fund" and collectively as the "Funds") and to the holders of shares of
preferred stock, liquidation preference $50,000 per share, designated
Remarketed Preferred Stock (the "RP") of DTF, that the Annual Meetings of the
Shareholders of DTF and DUC (the "Meeting") will be held jointly at the
University Club of Chicago, 76 East Monroe Street, Chicago, Illinois 60603, on
May 15, 1996 at 9:00 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, voting
together as a single class, including two directors to serve until the
Annual Meeting in 1999 or until their successors are duly elected and
qualified, and one director to serve until the Annual Meeting in 1997
or until his successor is duly elected and qualified; and

(b) with respect to DUC, to elect three directors by the holders of
Common Shares of DUC, including two directors to serve until the Annual
Meeting in 1999 or until their successors are duly elected and
qualified and one director to serve until the Annual Meeting in 1998 or
until his successor is duly elected and qualified.

2. INDEPENDENT AUDITORS: To ratify or reject the independent auditors for
DTF and DUC in the following manner:

(a) with respect to DTF, to ratify or reject, by the holders of
Common Shares and holders of RP, voting together as a single class, the
selection of Ernst & Young LLP as independent auditors for the Fund's
fiscal year ending October 31, 1996; and

(b) with respect to DUC, to ratify or reject, by the holders of
Common Shares of DUC, the selection of Ernst & Young LLP as independent
auditors for the Fund's fiscal year ending December 31, 1996.

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

Holders of record of Common Shares of each of the Funds and holders of record
of shares of RP of DTF, in each case at the close of business on March 29,
1996, are entitled to notice of and to vote at the Meeting and any adjournment
thereof.

By order of the Boards of Directors
of DTF and DUC

Thomas N. Steenburg, Secretary

April 9, 1996

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SHAREHOLDERS OF EACH OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU
WERE A SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.

MANAGEMENT OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE IN FAVOR OF THE
NOMINEES FOR THE BOARDS OF DIRECTORS LISTED IN THE JOINT PROXY STATEMENT AND
FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF EACH OF THE FUNDS.

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.

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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 15, 1996

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
University Club of Chicago, 76 East Monroe Street, Chicago, Illinois 60603, on
May 15, 1996 at 9:00 a.m. The approximate mailing date of this Joint Proxy
Statement and accompanying forms of proxy is April 9, 1996. DTF and DUC
sometimes are referred to herein individually as a "Fund" and collectively as
the "Funds".

The Boards of Directors have fixed the close of business on March 29, 1996 as
the record date (the "Record Date") for the determination of holders of shares
of common stock, par value $.01 per share ("Common Shares"), of each of DTF and
DUC and holders of shares of preferred stock, liquidation preference $50,000
per share, designated Remarketed Preferred Stock ("RP") of DTF, entitled to
vote at the Meeting (Common Shares and RP being referred to herein collectively
as "Shares"). Holders of Shares on such Record Date will be entitled to one
vote for each Share held, with no Share having cumulative voting rights. As of
March 29, 1996, there were 8,371,761 issued and outstanding Common Shares of
DTF and 1,300 issued and outstanding shares of RP of DTF, and 26,015,314 issued
and outstanding Common Shares of DUC.

As of March 29, 1996, to the knowledge of management of each Fund, no person
beneficially owned more than 5% of the outstanding Common Shares of DTF or DUC
or the outstanding shares of RP of DTF.

The Meeting is scheduled as a joint meeting of the respective Shareholders of
the Funds because the Shareholders of each Fund are expected to consider and
vote on similar matters. The Boards of Directors have determined that the use
of a joint proxy statement for the Meeting is in the best interest of the
Shareholders of each Fund. In the event that any Shareholder of a Fund present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of such Fund's meeting to a time immediately after the Meeting, so
that such Fund's meeting may be held separately, the persons named as proxies
will vote in

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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 Common Shares of DTF as a single class on all proposals to be
brought before the Meeting.

SUMMARY OF VOTING ON PROPOSALS

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CLASSES OF SHARES OF
AFFECTED SUCH FUNDS ENTITLED
PROPOSAL FUNDS TO VOTE
-------- -------- --------------------

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

The voting requirement for passage of a particular proposal depends on the
nature of the particular proposal. Proposal 1 requires the affirmative vote of
a plurality of the Shares of a Fund entitled to vote thereon present at the
Meeting in person or by proxy and voting to elect the respective nominees as
Directors. Proposal 2 requires the affirmative vote of a majority of the Shares
of a Fund entitled to vote thereon present at the Meeting in person or by proxy
and voting to ratify the selection of the independent auditors.

On the matters coming before the Meeting as to which a choice has been
specified by the Shareholders by means of the ballot on the proxy, the
respective Shares will be voted accordingly. Shares not voted with respect to a
proposal due to an abstention or broker non-vote will be deemed votes not cast
with respect to such proposal, but such Shares will be deemed present for
quorum purposes. Management of each Fund recommends that you cast your vote IN
FAVOR of the nominees for Directors of each Fund listed in this Joint Proxy
Statement and FOR ratification of the selection of Ernst & Young LLP as
independent auditors for each of DTF's and DUC's fiscal year ending in 1996. If
a proxy is executed and returned and no choice is specified thereon, the Shares
will be voted IN FAVOR of the nominees for Directors of each Fund listed in
this Joint Proxy Statement and FOR ratification of the selection of Ernst &
Young LLP as independent auditors for each of DTF's and DUC's fiscal year
ending in 1996. Shareholders who execute proxies may revoke them at any time
before they are voted by filing with the respective Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person.

The Boards of Directors of the Funds know of no business other than that
mentioned in Proposals 1 and 2 in the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matters are properly presented,
it is the intention of the persons named on the enclosed proxy to vote proxies
in accordance with their best judgment. In the event a quorum is present at the
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of such
Meeting to permit further solicitation of proxies, provided they determine such
an adjournment and additional solicitation is reasonable and in the interest of
Shareholders based on a consideration of all relevant factors, including the
nature of the relevant proposal, the percentage of votes then cast, the
percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further solicitation.

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Duff & Phelps Investment Management Co. (the "Adviser") is the investment
adviser for each of the Funds. The Adviser has acted as investment adviser for
each Fund since they commenced investment operations. The Adviser is a wholly-
owned subsidiary of Phoenix Duff & Phelps Corporation ("PD&P"). The address of
the Adviser is 55 East Monroe Street, Chicago, Illinois 60603. The address of
PD&P is 56 Prospect Street, Hartford, Connecticut 06115. PD&P is a majority-
owned subsidiary of PM Holdings, Inc. PM Holdings, Inc. is a wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company, a New York mutual
life insurance company ("Phoenix Home Life"). The address of Phoenix Home Life
is One American Row, Hartford, Connecticut 06115.

THE ANNUAL REPORTS TO SHAREHOLDERS OF EACH FUND, WHICH INCLUDES FINANCIAL
STATEMENTS OF EACH FUND AS OF ITS 1995 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 9 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 six Directors:
Messrs. Conway, Crawford, Georgeson, Jeffries, Morris and Pavia. 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
Fund. 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.

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

· Enlarge/Download Table

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 Director of the Metropolitan DTF -- --
9 Rittenhouse Road Transportation Authority (1992-present). DUC -- --
Bronxville, NY 10708 Trustee/Director of Consolidated Edison Company of
Age: 66 New York, Inc. (1970-present), Pace University
(1978-present), Atlantic Mutual Insurance Company
(1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America
(1985-present), Union Pacific Corp. (1978-present),
Atlantic Reinsurance Company (1986-present),
Blackstone Fund for Fannie Mae Mortgage Securities
(Advisory Director) (1989-present), Blackstone Fund
for Freddie Mac Securities (Advisory Director)
(1990-present) Centennial Insurance Company (1974-
present), Josiah Macy, Jr., Foundation (1973-
present), The Harlem Youth Development Foundation
(1984-present), Trism, Inc. (1994-present),
Accuhealth, Inc. (1994-present), Realty Foundation
of New York (1972-present). Chairman (1990), Audit
Committee of the City of New York (1981-present).
Director/Trustee, Phoenix Funds (1993-present),
Phoenix Duff & Phelps Institutional Mutual Funds
(1995-present) and Duff & Phelps Mutual Funds (1995-
present). Chairman and Director of New York Housing
Partnership Development Corp. (1981-present).
Chairman of Financial Accounting Standards Advisory
Counsel (1992-1995). Former Director, New York
Chamber of Commerce and Industry (1974-1990).

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· Enlarge/Download Table

COMMON
PRINCIPAL OCCUPATIONS OR SHARES RP
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS FUND OWNED/1/ OWNED/1/
--------------------- -------------------------- ---- -------- --------

William W. Crawford Mr. Crawford currently is retired and is the DTF 1,000 --
3003 Gulf Shore Blvd. North former President and Chief Operating Officer DUC 1,000 --
Naples, FL 33940 of Hilliard, Lyons, Inc., a registered
Age: 67 broker-dealer. Mr. Crawford also is a Trustee
of Duff & Phelps Mutual Funds and Phoenix
Duff & Phelps Institutional Mutual Funds.
William N. Georgeson Mr. Georgeson currently is retired and is a DTF 2,000 --
575 Glenwood Road former Vice President of Nuveen Advisory DUC 2,249 --
Lake Forest, IL 60045 Corp., an investment adviser. Mr. Georgeson
Age: 67 also is a Trustee of Duff & Phelps Mutual
Funds and Phoenix Duff & Phelps Institutional
Mutual Funds.
Francis E. Jeffries* Mr. Jeffries is Chairman of the Board of DTF 42,367 --
55 East Monroe Street Directors of DTF and DUC. Mr. Jeffries is DUC 14,244 --
Chicago, IL 60603 Chairman of the Board of PD&P and a Director
Age: 65 of The Empire District Electric Company.
Prior to July 1993, Mr. Jeffries was also
President of the predecessor of PD&P and
Chairman of the Board of the Adviser. He is
also a Director/Trustee of all investment
companies advised by PD&P and its affiliates.
Everett L. Morris/2/ Mr. Morris is a Vice President of W. H. DTF 25,557 --
164 Laird Road Reaves and Company. Prior to March 1993, Mr. DUC 3,852 --
Colts Neck, NJ 07722 Morris was a Director of Public Service
Age: 67 Enterprise Group Incorporated and President
and Chief Operating Officer of Enterprise
Diversified Holdings Incorporated. Prior to
January 1992, Mr. Morris was Senior Executive
Vice President and Chief Financial Officer of
Public Service Electric and Gas Company.
Prior to 1991, Mr. Morris was a director of
First Fidelity Bank, N.A., N.J. He is also a
Director/Trustee of all investment companies
advised by PD&P and its affiliates.
Richard A. Pavia/2/ Mr. Pavia is a Director of Speer Financial, DTF 3,252 --
7145 North Ionia Inc., a regional company specializing in DUC 3,039 --
Chicago, IL 60646 public finance. Mr. Pavia has retired from
Age: 64 his position as Chairman and Chief Executive
Officer of Speer Financial, Inc. Mr. Pavia
also is a Trustee of Duff & Phelps Mutual
Funds and Phoenix Duff & Phelps Institutional
Mutual Funds.

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--------
* "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")).
/1Ownership/of DTF shares is shown as of March 29, 1996 and such ownership can
be direct or beneficial. Ownership of DUC shares is shown as of December 31,
1995, and such ownership can be direct or beneficial.
/2Directors/of DTF to be elected by the holders of the RP voting as a separate
class.
/3Mr./Jeffries disclaims beneficial ownership of 16,959 of the DTF shares
listed and 12,849 of DUC shares listed.

Each Board of Directors held six meetings during its respective 1995 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, Georgeson, Morris and Pavia, those Directors who are
not "interested persons" of the Funds as defined in the 1940 Act. The audit
committee is responsible for supervision of the Funds' independent accountants,
the annual review of the Funds' investment advisory agreements and any other
matters requiring the approval of the Directors who are not "interested
persons" of the Funds pursuant to the 1940 Act. The nominating committee is
responsible for nominating directors and will consider candidates proposed and
selected by such Directors to serve on the Board of Directors. The audit
committee and nominating committee of DUC held two meetings during such Fund's
1995 fiscal year. The audit committee and nominating committee of DTF held
three meetings and one meeting, respectively, during such Fund's 1995 fiscal
year. Each Director attended at least 75% of the meetings of the audit
committee and nominating committee held during the period for which he was a
Director.

Directors who are affiliated with or are "interested persons" of the Adviser
or PD&P receive no compensation from the Funds for acting as directors. Each of
the other Directors receives an annual fee of $24,000 (representing a retainer
for DTF, DUC and Duff & Phelps Enhanced Reserves Fund, a series of Duff &
Phelps Mutual Funds which is an open-end investment company advised by the
Adviser; such amount to be allocated among such funds on the basis of relative
net assets), an attendance fee of $1,000 per regular meeting of a Fund and an
attendance fee of $500 per committee meeting of a Fund and all out-of-pocket
expenses incurred in connection with such meetings. Disinterested Directors who
serve as a chairman of a committee of the Board of Directors receive an
additional annual fee of $2,500. The following table summarizes the
compensation paid to Directors of each Fund for its respective fiscal year
ended in 1995:

COMPENSATION TABLE

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AGGREGATE
COMPENSATION TOTAL
FROM EACH FUND COMPENSATION
FOR WHICH DIRECTOR RETIREMENT FROM THE
SERVES ON BOARD/2/ BENEFITS FUNDS AND
------------------- ACCRUED AS PART FUND
NAME/1/ DTF DUC OF FUND EXPENSES COMPLEX/3/
------- --------- --------- ---------------- ------------

E. Virgil Conway......... $ 0 $ 0 N/A $ 0
William W. Crawford...... $ 0 $ 1,500 N/A $ 3,000
William N. Georgeson..... $ 13,020 $ 24,140 N/A $53,000
Everett L. Morris........ $ 16,770 $ 21,640 N/A $50,750
Richard A. Pavia......... $ 15,520 $ 21,640 N/A $49,500

--------
/1Mr./Jeffries is an "interested person" of the Adviser and did not receive any
compensation directly from the Funds.
/2The/amounts shown are for each Fund's fiscal year ended in 1995.
/3There/are three funds in the Fund Complex; the amounts shown are accumulated
from the Aggregate Compensation from each fund in the Fund Complex during
such fund's fiscal year ended in 1995.

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The following table sets forth certain information concerning the principal
executive officers of the Funds. The officers serve until their respective
successors are chosen and qualified. The Funds' officers receive no
compensation from the Funds but are also officers of the Adviser or PD&P and
receive compensation in such capacities. Unless otherwise specified, the
address of each of the following persons is 55 East Monroe Street, Chicago,
Illinois 60603.

· Enlarge/Download Table

POSITIONS AND OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE OFFICES WITH FUNDS IN PAST 5 YEARS
------------ ------------------ ---------------------------

Calvin J. Pedersen...... President and Chief Mr. Pedersen is President of PD&P,
Age: 54 Executive Officer of Chairman of the Board of the Adviser,
DTF and DUC President and Chief Executive Officer
of Duff & Phelps Utilities Income Inc.
and Chairman of the Board of Trustees,
President and Chief Executive Officer
of Duff & Phelps Mutual Funds. Mr.
Pedersen is a Director/Trustee of all
investment companies advised by PD&P
and its affiliates.
Robert J. Moore......... Executive Vice President Mr. Moore is an Executive Vice President
Age: 34 of DTF and DUC of the Adviser. Mr. Moore is also
Executive Vice President and Chief
Investment Officer of Duff & Phelps
Mutual Funds and a Vice President of
Phoenix Duff & Phelps Institutional
Mutual Funds. Prior to joining the
Adviser, Mr. Moore was Principal and
Portfolio Manager with Harris
Investment Management and was a lead
portfolio manager with Ford Motor
Company.
Dennis A. Cavanaugh..... Senior Vice President, Mr. Cavanaugh is an Executive Vice
Age: 51 Assistant Treasurer and President of the Adviser. Prior to
Chief Investment Officer 1994, Mr. Cavanaugh was a Senior Vice
of DUC President of the Adviser.
James P. Wehr........... Vice President and Chief Mr. Wehr is a Vice President of Phoenix
56 Prospect Street Investment Officer of DTF Investment Counsel, Inc. Mr. Wehr is
Hartford, CT 06102 also Co-Portfolio Manager of Phoenix
Age: 38 Tax-Exempt Bond Portfolio and Phoenix
California Tax-Exempt Bonds, Inc. and
the Portfolio Manager of the Managed
Bond Portfolio, an Institutional Fund.
Thomas N. Steenburg..... Secretary of DTF and Mr. Steenburg is Vice President and
One American Row DUC Counsel of PD&P. Mr. Steenburg is also
Hartford, CT 06102 Secretary of Duff & Phelps Mutual Funds
Age: 47 and the Phoenix Funds. Prior to joining
PD&P, Mr. Steenburg was Counsel of
Phoenix Home Life Insurance Company.
Mary Jo Metz............ Treasurer and Assistant Ms. Metz is an Assistant Vice President
Age: 32 Secretary of DTF and of the Adviser. Ms. Metz is an
DUC Assistant Treasurer and Assistant
Secretary of Duff & Phelps Mutual
Funds. Ms. Metz is a C.P.A. and prior
to joining the Adviser, she was an
auditor for Arthur Andersen LLP.

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As of March 29, 1996, the Directors and officers of each Fund as a group
owned less than 1% of the outstanding Common Shares of each Fund, respectively,
and no outstanding shares of RP of DTF. Section 30(f) of the 1940 Act and
Section 16(a) of the Securities Exchange Act of 1934 require each of the Funds'
officers and directors, investment adviser, affiliated persons of the
investment adviser and persons who own more than 10% of a registered class of a
Fund's equity securities to file forms with the Securities and Exchange
Commission and the New York Stock Exchange, if applicable, reporting their
affiliation with the respective Fund and reports of ownership and changes in
ownership of shares of the respective Fund's equity securities. These persons
and entities are required by U.S. securities regulations to furnish the Funds
with copies of all such forms they file. Based on a review of these forms
furnished to the Funds, the Funds believe that during the last fiscal year of
each Fund, the Funds' officers and directors, investment advisers and
affiliated persons of the investment adviser complied with all applicable
filing requirements, except as follows: a Form 4 reporting a purchase of Common
Shares of DUC on behalf of Mr. Pavia was filed late due to a clerical error; a
Form 4 reporting a purchase of Common Shares of DUC on behalf of Mr. Georgeson
was inadvertently filed late; and a Form 3 following Mr. Crawford's appointment
to the Board of Directors of DUC was inadvertently filed late.

None of the Directors or officers of the Funds made any purchases or sales of
securities of PD&P or any of its subsidiaries, including the Adviser, exceeding
1% of the outstanding common stock of such company during each Fund's fiscal
year ended in 1995.

NOMINEES FOR DTF DIRECTORS. At the Meeting, (i) William N. Georgeson and
Frances E. Jeffries are to be considered for election to serve as Class I
Directors until the Annual Meeting of Shareholders in 1999 or until their
successors are duly elected and qualified and (ii) E. Virgil Conway is to be
considered for election as a Class II Director until the Annual Meeting of
Shareholders in 1997 or until his successor is duly elected and qualified. The
holders of Common Shares and holders of RP, voting as a single class, will vote
with respect to each of the nominees for Director. 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 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. However, Mr. Conway is being considered as a nominee at this
Meeting to serve as a Class II Director of DTF because the Meeting is the first
meeting of shareholders of DTF since he was appointed by the Board. Assuming
each of the DTF nominees is elected at the Meeting, the terms of each class of
the Board of Directors will expire at the annual meetings of DTF in the years
indicated in the table below.

CLASS I DIRECTORS - 1999
William N. Georgeson
Francis E. Jeffries

CLASS II DIRECTORS - 1997
E. Virgil Conway
Everett L. Morris

CLASS III DIRECTORS - 1998
William W. Crawford
Richard A. Pavia

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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 that elected the vacant Director's position
shall fill the vacancy for the entire unexpired term.

NOMINEES FOR DUC DIRECTORS. At the Meeting, (i) William W. Crawford and
Richard A. Pavia are to be considered for election to serve as Class III
Directors until the Annual Meeting of Shareholders in 1999 or until their
successors are duly elected and qualified and (ii) E. Virgil Conway is to be
considered for election as a Class II Director until the Annual Meeting of
Shareholders in 1998 or until his successor is duly elected and qualified. The
holders of Common Shares will vote with respect to each of the nominees for
Director. An affirmative vote of a plurality of the Common Shares, present at
the Meeting in person or by proxy, is required to elect each nominee. It is the
intention of the persons named on the enclosed proxy to vote the Shares
represented by them for the election of the respective nominees unless the
proxy is marked otherwise.

The Articles of Incorporation and By-Laws of DUC provide that the Board of
Directors shall consist of not less than three nor more than nine directors
divided into three classes, the classes to be as nearly equal in number as
possible. Generally, the Directors of only one class are elected at each annual
meeting so that the regular term of only one class of Directors will expire
annually and any particular Director stands for election only once in each
three-year period. However, Mr. Conway is being considered as a nominee at this
Meeting to serve as a Class II Director of DUC because the Meeting is the first
meeting of shareholders of DUC since he was appointed by the Board. 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 - 1997
William N. Georgeson
Francis E. Jeffries

CLASS II DIRECTORS - 1998
E. Virgil Conway
Everett L. Morris

CLASS III DIRECTORS - 1999
William W. Crawford
Richard A. Pavia

SHAREHOLDER APPROVAL

With respect to DTF, holders of Common Shares and holders of shares of RP,
voting together as a single class, are entitled to vote on this issue. With
respect to DUC, holders of Common Shares are entitled to vote on this issue.
The affirmative vote of a 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.

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PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of DTF and DUC, including a majority of the Directors
who are not "interested persons" of DTF and DUC, have selected the firm of
Ernst & Young LLP, independent certified public accountants, to examine the
financial statements of such Funds for the 1996 fiscal year of each Fund. DTF
and DUC know of no direct or indirect financial interest of such firm in DTF or
DUC. The appointment of Ernst & Young LLP is subject to ratification or
rejection by the Shareholders of DTF and DUC, respectively. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such accountants.

Representatives of Ernst & Young LLP are expected to be present at the
Meeting and will be available to respond to questions from Shareholders and
will have the opportunity to make a statement if they so desire.

SHAREHOLDER APPROVAL

With respect to DTF, holders of Common Shares and holders of shares of RP,
voting together as a single class, are entitled to vote on this issue. With
respect to DUC, holders of Common Shares are entitled to vote on this issue.
The affirmative vote of a majority of the Shares cast in person or by proxy is
required to ratify the selection of the independent auditors. THE BOARDS OF
DIRECTORS RECOMMEND A VOTE "FOR" THE RATIFICATION OF ERNST & YOUNG LLP TO SERVE
AS INDEPENDENT AUDITORS OF DTF AND DUC.

PROXY SOLICITATION EXPENSES

The expense of preparing, printing and mailing the enclosed form of proxy,
accompanying Notice of Meeting and this Proxy Statement and all other costs in
connection with the solicitation of proxies will be borne by the Funds, which
will also reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the Shares
of the Funds.

In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph or personal interview by
representatives of the Funds, the Adviser, or by dealers or their
representatives. It is anticipated that the cost of such supplementary
solicitations, if any, will be nominal.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS

THE ANNUAL REPORTS TO SHAREHOLDERS OF EACH FUND, WHICH INCLUDES FINANCIAL
STATEMENTS OF EACH FUND AS OF ITS 1995 FISCAL YEAR END, HAVE PREVIOUSLY BEEN
MAILED TO SHAREHOLDERS. DTF WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL
REPORT BY CALLING STATE STREET BANK AND TRUST COMPANY, DTF'S TRANSFER AGENT, AT
(800) 451-6788 OR BY WRITING TO PRUDENTIAL MUTUAL FUND MANAGEMENT, INC., DTF'S
ADMINISTRATOR, AT ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292. DUC WILL
FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT, BY CALLING PRINCETON
ADMINISTRATORS, L.P., DUC'S ADMINISTRATOR, AT (800) 688-0928 OR BY WRITING TO
PRINCETON ADMINISTRATORS, L.P., P.O. BOX 9011, PRINCETON, NJ 08543-9011. NONE
OF THE DIRECTORS OR OFFICERS OF THE FUNDS HAS A MATERIAL INTEREST IN SUCH
ADMINISTRATORS.

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SHAREHOLDER PROPOSALS

To be considered for presentation at a Shareholders' meeting, rules
promulgated by the Securities and Exchange Commission require that, among other
things, a stockholder proposal be received at the offices of the Funds at least
120 calendar days in advance of the anniversary of the release date of the
proxy statement relating to the annual meeting held by the respective Fund in
the previous year, or if no annual meeting was held by the respective Fund in
the previous year, such stockholder proposal must be received by such Fund a
reasonable time before a solicitation is made.

GENERAL

Management of the Funds does not intend to present and does not have reason
to believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.

A list of Shareholders entitled to be present and vote at the Meeting will be
available at the offices of the Funds, 55 East Monroe Street, Chicago, Illinois
60603, for inspection by any Shareholder during regular business hours for ten
days prior to the date of the Meeting.

Failure of a quorum to be present at the Meeting will necessitate adjournment
and will give rise to additional expense.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Thomas N. Steenburg
Secretary

April 9, 1996

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DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC. (the "Fund"), a Maryland corporation, hereby appoints
Calvin J. Pedersen and Thomas N. Steenburg and each of them, with full power
of substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Stockholders to be held at the University Club of Chicago,
76 East Monroe Street, Chicago, Illinois 60603, on May 15, 1996 at 9:00 a.m.
and at any and all adjournments thereof, and thereat to vote all shares of
Common Stock of the Fund which the undersigned would be entitled to vote, with
all powers the undersigned would possess if personally present, in accordance
with the following instructions.

If more than one of the proxies, or their substitute, are present at the
Annual Meeting or any adjournment thereof, they jointly (or, if only one is
present and voting, then that one) shall have authority and may exercise all
powers granted hereby. This Proxy, when properly executed, will be voted in
accordance with the instructions marked herein by the undersigned. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.

Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED?

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

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

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

William N. Georgeson Granting Withhold
[_] [_]

Francis E. Jeffries Granting Withhold
[_] [_]

Authority to vote for the election as a Class II Director, the nominee
listed below:

E. Virgil Conway Granting Withhold
[_] [_]

2. As to the proposal to ratify the selection of
Ernst & Young LLP as independent certified
public accountants for the Fund's fiscal
year ending October 31, 1996. For Against Abstain
[_] [_] [_]

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

The undersigned hereby acknowledges receipt of the accompanying Notice of
Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to
be held on May 15, 1996.

Mark box at right [_]
if comments or
Please be sure to sign address change have
and date this Proxy. Date been noted on the
------------------------------------------------- reverse side of
this card.
-------------------------------------------------
Shareholder sign here Co-owner sign here RECORD DATE SHARES:

DEF 14A 15th Page of 16 TOC 1st Previous Next Bottom Just 15th

DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of shares of Remarketed Preferred Stock of DUFF &
PHELPS UTILITIES TAX-FREE INCOME INC. (the "Fund"), a Maryland corporation,
hereby appoints Calvin J. Pedersen and Thomas N. Steenburg and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Stockholders to be held at the University
Club of Chicago, 76 East Monroe Street, Chicago, Illinois 60603, on May 15, 1996
at 9:00 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.

PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED?

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

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

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

William N. Georgeson Granting Withhold
[_] [_]

Francis E. Jeffries Granting Withhold
[_] [_]

Authority to vote for the election as a Class II Director, the nominee
listed below:

E. Virgil Conway Granting Withhold
[_] [_]

2. As to the proposal to ratify the selection of
Ernst & Young LLP as independent certified
public accountants for the Fund's fiscal
year ending October 31, 1996. For Against Abstain
[_] [_] [_]

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

The undersigned hereby acknowledges receipt of the accompanying Notice of
Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to
be held on May 15, 1996.

DEF 14A Last Page of 16 TOC 1st Previous Next Bottom Just 16th

DUFF & PHELPS UTILITY AND
CORPORATE BOND TRUST INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of DUFF & PHELPS UTILITY AND
CORPORATE BOND TRUST INC. (the "Fund"), a Maryland corporation, hereby appoints
Calvin J. Pedersen and Thomas N. Steenburg and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
meeting of stockholders to be held at the University Club of Chicago, 76 East
Monroe Street, Chicago, Illinois 60603, on May 15, 1996 at 9:00 a.m. and at any
and all adjournments thereof, and thereat to vote all shares of Common Stock of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
following instructions.

If more than one of the proxies, or their substitute, are present at the
Meeting or any adjournment thereof, they jointly (or, if only one is present and
voting, then that one) shall have authority and may exercise all powers granted
hereby. This Proxy, when properly executed, will be voted in accordance with the
instructions marked herein by the undersigned. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS DESCRIBED HEREIN AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

HAS YOUR ADDRESS CHANGED?

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

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
P.O. Box 11177
New York, NY 10208-0177

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

For all nominees Withhold authority to vote
listed below for all nominees listed below Exceptions
[_] [_] [_]

Nominees: William W. Crawford, Richard A. Pavia

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

Authority to vote for the election as a Class II Director, the nominee
listed below:

For the nominee Withhold authority to vote
listed below for the listed nominee
[_] [_]

Nominee: E. Virgil Conway

2. As to the proposal to ratify the selection of Ernst & Young LLP as
independent certified public accountants for the Fund's fiscal year
ending December 31, 1996.

For Against Abstain
[_] [_] [_]

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

The undersigned hereby acknowledges receipt of the accompanying Notice of
Joint Annual Meeting and Joint Proxy Statement for the Annual Meeting to be
held on May 15, 1996.

PLEASE VOTE, DATE AND SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.

Dated , 1996 Change of [_]
-------------- address
and/or
comments,
mark here
-------------------------------------------------
(Signature of Stockholder)

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

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

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	11/1/95	6
	12/21/95	6
	12/31/95	8		N-30D, NSAR-B
	3/29/96	2	10
Filed On / Filed As Of	4/9/96	2	13
For The Period Ended	5/15/96	2	16
	10/31/96	2	15	N-30D, NSAR-B
	12/31/96	2	16	N-30D, NSAR-B

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DTF Tax-Free Income Inc, et al. · DEF 14A · For 5/15/96

Filed On 4/9/96 · SEC Files 811-06416, 811-07358 · Accession Number 950131-96-1520

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents