Edgar Filing: DUFF & PHELPS UTILITIES TAX FREE INCOME INC

SCHEDULE 14A INFORMATION

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

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[_] Preliminary Proxy Statement

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Rule 14a-6(e)(2))

[_] Definitive Additional Materials

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

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

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DTF 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 20, 2003

To the Shareholders of:
DTF 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
$0.01 per share ("Common Shares"), of each of DTF Tax-Free Income Inc.
(formerly known as 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 to the holders
of shares of preferred stock of DTF, liquidation preference $50,000 per share,
designated Remarketed Preferred Stock ("DTF RPS"), that the Annual Meetings of
the Shareholders of DTF and DUC (the "Meeting") will be held jointly at The
Regent Beverly Wilshire, 9500 Wilshire Boulevard, Beverly Hills, California, on
May 20, 2003 at 3:00 p.m., for the following purposes:

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

(a)with respect to DTF, to elect two directors, each to be elected
by holders of Common Shares of DTF and holders of DTF RPS, voting
together as a single class, to serve until the Annual Meeting in
2006 or until successors are duly elected and qualified;

(b)with respect to DTF, to elect one director by holders of Common
Shares of DTF and holders of DTF RPS, voting together as a single
class, to serve until the Annual Meeting in 2005 or until a
successor is duly elected and qualified;

(c)with respect to DTF, to elect one director by holders of DTF RPS,
voting as a separate class, to serve until the Annual Meeting in
2006 or until a successor is duly elected and qualified;

(d)with respect to DUC, to elect two directors, each to be elected
by holders of Common Shares of DUC, to serve until the Annual
Meeting in 2006 or until a successor is duly elected and
qualified; and

(e)with respect to DUC, to elect two directors, each to be elected
by holders of Common Shares of DUC, to serve until the Annual
Meeting in 2005 or until a successor is duly elected and
qualified.

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

Holders of record of Common Shares of DTF and DUC and DTF RPS at the close
of business on April 17, 2003, 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

RICHARD J. WIRTH, Secretary
April 25, 2003

JOINT PROXY STATEMENT

DTF 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 20, 2003

INTRODUCTION

This Joint Proxy Statement is furnished in connection with the solicitation
by the Boards of Directors of DTF Tax-Free Income Inc. (formerly known as 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 Regent Beverly Wilshire, 9500 Wilshire Boulevard, Beverly Hills,
California, on May 20, 2003 at 3:00 p.m. The approximate mailing date of this
Joint Proxy Statement and accompanying forms of proxy is May 1, 2003. DTF and
DUC sometimes are referred to herein individually as a "Fund" and collectively
as the "Funds". DTF and DUC are each a part of a fund complex (referred to
herein as the "Fund Complex") comprised of 46 funds, including three other
closed-end funds and 41 open-end mutual funds.

The Board of Directors of DTF has fixed the close of business on April 17,
2003 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 ("DTF RPS") entitled to
vote at the Meeting. The Board of Directors of DUC has fixed the close of
business on April 17, 2003 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 DTF RPS, the
"Shares") entitled to vote at the Meeting. Holders of Shares on the Record Date
(the "Shareholders") will be entitled to one vote for each Share held, with no
Shares having cumulative voting rights. As of the Record Date, there were
8,499,645 issued and outstanding DTF Common Shares, 1,300 issued and
outstanding shares of DTF RPS and 26,536,249 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
DTF RPS 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.

Summary of Voting on Proposals

Affected Classes of Shares of Such Fund
Proposal Fund Entitled to Vote
-------- -------- ------------------------------

1(a) DTF DTF Common Shares and DTF RPS
1(b) DTF DTF Common Shares and DTF RPS
1(c) DTF DTF RPS
1(d) DUC DUC Common Shares
1(e) 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 include financial
statements of each Fund as of its 2002 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 Joint Proxy Statement.

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 and nominees are scheduled to
serve for a staggered term of two or three years, which will expire at the
annual meeting of each Fund as set forth on pages 11 and 12 of this Joint Proxy
Statement or until a successor is duly elected and qualified.

Independent Directors

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

Number of
Portfolios
in Fund
Positions Term of Office Complex Other
Held with and Length of Principal Occupation(s) Overseen 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 35 Director of Urstadt
Rittenhouse Advisors, LLC December 1995 (consulting firm) since 2001. Chairman Biddle Property
101 Park Avenue and Board Member of the Metropolitan Corp. (1989-
New York, NY 10178 Transportation Authority (1992-2001). present), Trustee/
Age: 73 Chairman and Trustee of the Harlem Director of Trism,
Youth Development Foundation (1987- Inc. (1994-2001),
2002). Chairman and Director of New Consolidated Edison
York Housing Partnership Development Company of New
Corp. (1981-present). Director/Trustee, York, Inc. (1970-
Pace University (1978-present), 2002), Union
Centennial Insurance Company (1974- Pacific Corp.
2002), Josiah Macy, Jr., Foundation (1978-2002),
(1973-present), Realty Foundation of Blackrock Fund for
New York (1972-present). Freddie Mac
Securities (Advisory
Director) (1990-
2000), Accuhealth,
Inc. (1994-2002),
Atlantic Mutual
Insurance Company
(1986-2002).

William W. Crawford Director Director since Currently retired. Former President and 4 None
3003 Gulf Shore Blvd. November 1995 Chief Operating Officer of Hilliard,
#401 Lyons, Inc., a registered broker-dealer.
Naples, FL 34103
Age: 74

Harry Dalzell-Payne Director Director since Currently retired. Formerly a Major None
The Flat July 1996 General of the British Army. 35
Elmore Court
Elmore, GLOS GL2 3NT, UK
Age: 73

William N. Georgeson Director Director since Currently retired. Former Vice President 4 None
575 Glenwood Road January 1993 of Nuveen Advisory Corp., an investment
Lake Forest, IL 60045 adviser. Director, Concordia University
Age: 75 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, 4 None
PSEG Resources, Inc. August 1996 PSEG Resources Inc. (1990-present).
80 Park Plaza T-22
Newark, NJ 07102
Age: 48

Everett L. Morris Director Director since Vice President of W.H. Reaves and 35 None
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: 74 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 4 None
7145 North Ionia Avenue January 1993 County Illinois President's Advisory
Chicago, IL 60646 Council-Forest Preserve District (since
Age: 72 1997). Special Consultant, K&D Facilities
Resource Corp. (since 1995). Former
Chairman and Chief Executive Officer of
Speer Financial, Inc.

Interested Directors

The table below sets forth the names, ages, principal occupations and other
information with respect to each of the current Directors who 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 Other Directorships
Name, Address and Age Funds Time Served During Past 5 Years by Director Held by Director
--------------------- ------------- -------------- ---------------------------------------- ----------- --------------------

Francis E. Jeffries/1/ Chairman of Director since Chairman of the Boards of Directors and 28 Director, The Empire
8477 Bay Colony Drive the Boards of January 1993 President of the Funds. Until May 13, District Electric
#902 Directors and 1997, Chairman of the Board of Directors Company.
Naples, FL 34108 President of Phoenix Investment Partners, Ltd.
Age: 72 ("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 Consultant, The Phoenix Companies, Inc. 46 Director, The Phoenix
56 Prospect Street July 1996 (2002-2003). Director and Chief Companies, Inc.
Hartford, CT 06115 Executive Officer (1995-2002) and (2001-2002). Director,
Age: 56 Chairman (1997-2002), PXP. Executive PXRE Group (1985-
Vice President and Chief Investment present), and World
Officer, The Phoenix Companies, Inc. Trust Fund (1991-
(2001-2002). Director (1994-2002) and present).
Executive Vice President, Investments
(1988-2002) Phoenix Life Mutual
Insurance Company. Director, Phoenix
Distribution Holding Company and
Phoenix Investment Management
Company (2001-2002). Director,
Aberdeen Asset Management plc (1986-
2002). Director (1983-2002) and
Chairman (1995-2002) Phoenix
Investment Counsel, Inc. Director (1984-
2002), Chairman (1990-2002) and
President (1990-2000), Phoenix Equity
Planning Corporation. Chairman and Chief
Executive Officer, Phoenix/Zweig
Advisers (1999-2002). Director and
Executive Vice President, Phoenix Life
and Annuity Company (1996-2002),
Director and Executive Vice President,
PHL Variable Insurance Company (1995-
2002), and Director, Phoenix National
Trust Company (1996-2002). Director,
W.S. Griffith Securities Inc. (1992-2002).
Director and Vice President, PM Holdings,
Inc. (1985-2002).

--------
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
relationship with PNX and its affiliates.

New Nominee for Independent Director

The table below sets forth the name, age, principal occupation and other
information with respect to the new nominee for independent Director of the
Funds.

Number of Portfolios
Principal Occupation in Fund Complex to be Other Directorships
Name, Address and Age During Past 5 Years Overseen by Nominee Held by Nominee
--------------------- ------------------- ------------------- ---------------

Geraldine M. McNamara Managing Director (1996- 35 None
U.S. Trust Company of New York present) of U.S. Trust
11 West 54/th/ Street Company of New York.
New York, NY 10019
Age: 52

Non-Director Officers of the Funds

The table below sets forth certain information concerning the principal
executive officers of the Funds. Francis E. Jeffries, a Director of DTF and
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 of the Adviser 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 (59) DUC: Senior Vice President since 1993 Executive Vice President (1994-present) and Senior Vice
55 E. Monroe Street and Chief Investment Officer since 1995 President (1990-1994) of Duff & Phelps Investment
Chicago, IL 60603 Management Co.

James D. Wehr (45) DTF: Vice President and Chief Vice President of Duff & Phelps Investment Management
56 Prospect Street Investment Officer since 1998 (2000-present). Senior Vice President, Fixed Income
Hartford, CT 06115-0480 (1998-present) and Managing Director, Fixed Income
(1996-1998) of Phoenix Investment Counsel, Inc.

Timothy M. Heaney (38) DTF: Vice President and Portfolio Managing Director, Fixed Income (1997-present),
56 Prospect Street Manager since 1997 Director, Fixed Income Research (1996-1997)
Hartford, CT 06115-0480 and Investment Analyst (1995-1996) of Phoenix
Investment Counsel, Inc.

Daniel J. Petrisko (42) DUC: Vice President since 2000 and Senior Vice President (1997-present) and Vice President
55 E. Monroe Street Portfolio Manager since 2002 (1995-1997) of Duff & Phelps Investment Management Co.
Chicago, IL 60603

Alan M. Meder (43) DUC and DTF: Senior Vice President (1994-present) of Duff & Phelps
55 E. Monroe Street Treasurer since 2000 Investment Management Co.
Chicago, IL 60603

Richard J. Wirth (44) DUC and DTF: Vice President and Insurance and Investment Products
One American Row Secretary since 2002 Counsel (2002-present) and Counsel (1993-2002)
Hartford, CT 06102 of Phoenix Life Insurance Company. Secretary (2002-
present) of Phoenix Fund Complex.

Nancy J. Engberg (46) DUC and DTF: Vice President and Counsel (1999-present) of Phoenix
One American Row Assistant Secretary since 2002, Investment Partners, Ltd. Second Vice President and
Hartford, CT 06102 Secretary 1999-2002 Counsel (1994-1999) of Phoenix Life Mutual Insurance
Company.

Equity Securities Owned by Directors, Nominees and Officers

Based on information provided to the Funds, including information provided
by the Funds' service providers, the current Directors of the Funds and the new
nominee for independent Director, as of the Record Date, beneficially owned
equity securities of the Funds in the dollar ranges set forth in the tables
below.

Independent Directors

Aggregate Dollar Range
of Equity Securities
Dollar Range of Equity Securities Owned in All Funds
Owned in Funds Overseen by
--------------------------------- Director 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 $10,001-$50,000
Harry Dalzell-Payne. None None None
William N. Georgeson $10,001-$50,000 $50,001-$100,000 $50,001-$100,000
Eileen A. Moran..... $10,001-$50,000 $50,001-$100,000 $50,001-$100,000
Everett L. Morris... Over $100,000 Over $100,000 Over $100,000
Richard A. Pavia.... $50,001-$100,000 Over $100,000 Over $100,000

Interested Directors

Francis E. Jeffries. Over $100,000 Over $100,000 Over $100,000
Philip R. McLoughlin $1-$10,000 $1-$10,000 $1-$10,000

New Nominee for Independent Director

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

Geraldine M. McNamara None None None

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

Based on information provided to the Funds, including information provided
by the Funds' service providers, the current Directors of the Funds and the new
nominee for independent Director, as of the Record Date, beneficially owned the
number of equity securities of each Fund set forth in the table below.

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. 2,000 3,684
Francis E. Jeffries.. 55,529/1/ 31,030/1/
Philip R. McLoughlin. 250 250
Geraldine M. McNamara None None
Eileen A. Moran...... 1,620 4,386
Everett L. Morris.... 53,386 25,000
Richard A. Pavia..... 5,940 7,280

--------
/1/ Mr. Jeffries disclaims beneficial ownership of 12,274 DTF Common Shares and
2,498 DUC Common Shares.

Based on information provided to the Funds, including information provided
by the Funds' service providers, the Directors and officers of each Fund and
the new nominee for independent Director as a group, as of the Record Date,
owned less than 1% of the outstanding DTF Common Shares and DUC Common Shares,
respectively, and no outstanding shares of DTF RPS. Section 30(h) of the 1940
Act and Section 16(a) of the Securities Exchange Act of 1934 require each of
the Funds' Directors and officers, the Adviser, affiliated persons of the
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'
Directors and officers, the Adviser and affiliated persons of the Adviser
complied with all applicable filing requirements, except as follows: (i) Form 5
submissions disclosing the annual share ownership for each of the Directors and
officers of DTF for the fiscal year ended October 31, 2002 inadvertently have
not been filed in a timely manner; and (ii) Form 5 submissions disclosing the
annual share ownership for each of the Directors and officers of DUC for the
fiscal year ended December 31, 2002 have not been filed in a timely manner.

None of the Directors or officers of the Funds or the new nominee for
independent Director made any purchases or sales of securities of PNX 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 2002.

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) or the new nominee for independent Director, nor any "member of the
immediate family" (within the meaning of Section 2(a)(19) of the 1940 Act) of
any Director or the nominee for independent Director, 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 2002 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, each of whom is not an "interested person" of the Funds as defined in
the 1940 Act. Mr. Jeffries is an ex-officio member of each of the audit
committees and the nominating committees. The audit committee is responsible
for supervision of the Funds' independent auditors, 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. DUC's audit committee met four
times and DTF's audit committee met three times during each Fund's respective
2002 fiscal year. Each Fund's nominating committee met once during its 2002
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 $4,000 to any Director who serves as a
chairman of a committee of the Board of Directors; (iii) an attendance fee of
$1,500 per regular meeting; (iv) an attendance fee of $1,500 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 $7,500 annual fee for each Fund 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 2002:

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.... $12,000 $24,000 None None $120,125
William W. Crawford. $12,000 $24,000 None None $ 43,000
Harry Dalzell-Payne. $12,000 $24,000 None None $108,250
William N. Georgeson $12,000 $26,875 None None $ 45,875
Eileen A. Moran..... $12,000 $24,000 None None $ 43,000
Everett L. Morris... $17,000 $26,875 None None $115,500
Richard A. Pavia.... $12,000 $24,000 None None $ 44,375

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 $16,000 $26,875 None None $139,500

--------
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 2002.
3 DTF has adopted a deferred compensation plan for its Directors who are not
"affiliated persons" of the Adviser. Pursuant to DTF's deferred compensation
plan, for the fiscal year ended in 2002, the following Directors deferred
their compensation in the amounts of: Mr. Georgeson, $12,000; Mr. Jeffries,
$16,000; and Ms. Moran, $6,000. 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 DTF Common Shares.
4 DUC has adopted a deferred compensation plan for its Directors who are not
"affiliated persons" of the Adviser. Pursuant to DUC's deferred compensation
plan, for the fiscal year ended in 2002, the following Directors deferred
their compensation in the amounts of: Mr. Georgeson, $26,875; Mr. Jeffries,
$26,875; Ms. Moran, $12,000; and Mr. Morris, $16,000. 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 DUC Common Shares.
5 The amounts shown reflect the total aggregate compensation received by each
Director from the Fund Complex for the year ended December 31, 2002.

Nominees for DTF Directors

At the Meeting, E. Virgil Conway, Everett L. Morris and Harry Dalzell-Payne
are to be considered for election to serve as Class II Directors until the
Annual Meeting of Shareholders in 2006 or until successors have been duly
elected and qualified, and Geraldine M. McNamara is to be considered for
election to serve as a Class I Director until the Annual Meeting of
Shareholders in 2005 or until a successor has been duly elected and qualified.
Except with respect to Mr. Morris, holders of DTF Common Shares and holders of
DTF RPS, voting as a single class, will vote with respect to each of the
nominees for Director, and an affirmative vote of a plurality of DTF Common
Shares and DTF RPS, voting as a single class, present at the Meeting in person
or by proxy, is required to elect each such nominee. With respect to Mr.
Morris, holders of shares of DTF RPS, voting as a separate class, will vote
with respect to such nominee for Director, and an affirmative vote of a
plurality of the shares of DTF RPS, voting as a separate class, is required to
elect such nominee. It is the intention of the persons named on the enclosed
proxy to vote the shares represented by them for the election of the respective
nominees unless the proxy is marked otherwise.

The Articles of Incorporation and By-Laws of DTF provide that the Board of
Directors shall consist of not less than three nor more than ten 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, although Ms. McNamara, if elected, will serve a two-year
term before becoming eligible for election to a full three-year term. 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 III Directors
William W. Crawford - 2004
Richard A. Pavia - 2004
Philip R. McLoughlin - 2004

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

Class II Directors
E. Virgil Conway - 2006
Everett L. Morris - 2006
Harry Dalzell-Payne - 2006

Pursuant to the 1940 Act, as long as any shares of DTF RPS are outstanding,
the holders of shares of DTF RPS, 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 DTF RPS. Mr. Morris is a nominee for
election at the Meeting and Mr. Pavia is serving a term that expires in 2004.
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, 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 2006 or until successors have been duly elected and qualified;
William N. Georgeson is to be considered for election to serve as a Class I
Director until the Annual Meeting of Shareholders in 2005 or until a successor
has been duly elected and qualified; and Geraldine M. McNamara is to be
considered for election to serve as a Class III Director until the Annual
Meeting of Shareholders in 2005 or until a successor has been duly elected and
qualified. The holders of DUC Common Shares will vote with respect to each of
the nominees for Director. An affirmative vote of a plurality of DUC 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 ten 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, although Ms. McNamara, if elected, will serve a two-year
term before becoming eligible for election to a full three-year term, and Mr.
Georgeson, if elected, will serve a two-year term before his

scheduled retirement in 2005. Assuming each of the DUC nominees is elected at
the Meeting, the terms of each class of the Board of Directors will expire at
the annual meetings of DUC in the years indicated in the table below:

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

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

Class I Directors
William N. Georgeson - 2005
Francis E. Jeffries - 2006
Eileen A. Moran - 2006

Shareholder Approval

With respect to DTF, holders of DTF Common Shares and holders of shares of
DTF RPS, voting together as a single class, are entitled to vote on each
nominee for DTF, except Mr. Morris. With respect to DTF, holders of shares of
DTF RPS, voting as a separate class are entitled to vote on Mr. Morris as a
nominee for DTF. With respect to DUC, holders of DUC Common Shares are entitled
to vote on each nominee for DUC. The affirmative vote of a plurality of the
Shares cast in person or by proxy is required to elect the respective nominees.
THE BOARDS OF DIRECTORS RECOMMEND A VOTE "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 2003 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 Funds' annual financial statements for the most recent fiscal years in
the following amounts: DTF, $32,250; DUC, $34,375. The Funds paid fees for
quarterly procedures performed in compliance with rating agency requirements
for the most recent fiscal years in the amount of $9,900 for each Fund. The
Funds paid fees for tax return reviews for the most recent fiscal years in the
amount of $4,500 for each Fund. The Funds paid no fees to the auditors on
behalf of the Funds, the Adviser or entities controlling, controlled by or
under common control with the Adviser that provide services to the Funds for
(i) financial information systems design and implementation services or (ii)
any other non-audit services.

PROXY SOLICITATION EXPENSES

The expense of preparing, printing and mailing the enclosed form of proxy,
accompanying Notice of Meeting and this Joint 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
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 2002 fiscal year end, have previously been
mailed to Shareholders. Shareholders of DTF can obtain, without charge, a copy
of DTF's Annual Report by calling Esquiserve L.P., DTF's transfer agent, at
(800) 451-6788 or by writing to Prudential Investments, LLC, DTF's
administrator, at Gateway Center Three, 100 Mulberry Street, 9th Floor, Newark,
New Jersey 07102. Shareholders of DUC can obtain, without charge, a copy of
DUC's 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 2004 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, 2004.
In order for 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 17, 2004.

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.

RICHARD J. WIRTH
Secretary

April 25, 2003

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.

================================================================================
DTF TAX-FREE INCOME INC.
================================================================================

COMMON STOCK

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

Class II Nominees: (01) E. Virgil Conway (02) Harry Dalzell-Payne

Class I Nominee: (03) Geraldine M. McNamara

FOR EACH NOMINEE WITHHELD FROM EACH NOMINEE
[_] [_]

[_] ___________________
For each nominee except as noted here

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 20, 2003.

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 DTF TAX-FREE INCOME INC. COMMON

Annual Meeting of Stockholders - May 20, 2003
Proxy Solicited on Behalf of the Board of Directors

The undersigned holder of shares of Common Stock of DTF TAX-FREE INCOME INC.
(the "Fund"), a Maryland corporation, hereby appoints Richard J. Wirth 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 Regent Beverly Wilshire, 9500 Wilshire Boulevard, Beverly Hills,
California, on May 20, 2003 at 3:00 p.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.

================================================================================
DTF TAX-FREE INCOME INC.
================================================================================

REMARKETED PREFERRED STOCK

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

Class II Nominees: (01) E. Virgil Conway (02) Harry Dalzell-Payne
(03) Everett L. Morris

Class I Nominee: (04) Geraldine M. McNamara

FOR EACH NOMINEE WITHHELD FROM EACH NOMINEE
[_] [_]

[_] __________________
For each nominee except as noted here

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 20, 2003

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 DTF TAX-FREE INCOME INC. PREFERRED

Annual Meeting of Stockholders - May 20, 2003
Proxy Solicited on Behalf of the Board of Directors

The undersigned holder of shares of Remarketed Preferred Stock ("RPS") of DTF
TAX-FREE INCOME INC. (the "Fund"), a Maryland corporation, hereby appoints
Richard J. Wirth 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 Regent Beverly Wilshire, 9500
Wilshire Boulevard, Beverly Hills, California, on May 20, 2003 at 3:00 p.m., and
at any and all adjournments thereof, and thereat to vote all shares of RPS 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 I Directors, the nominees
listed below:

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

Nominees for Class I:

William N. Georgeson, Francis E. Jeffries and Eileen A. Moran

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

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

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

FOR the nominee WITHHOLD AUTHORITY to vote
listed below [_] for the nominee listed below [_]

Nominee for Class III: Geraldine M. McNamara

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 20, 2003.

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 20, 2003
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 Richard J. Wirth 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 Regent
Beverly Wilshire, 9500 Wilshire Boulevard, Beverly Hills, California, on
May 20, 2003 at 3:00 p.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

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