Sec Form 13D Filing - Karpus Management Inc. filing for DUFF & PHELPS UTILITY & CORPORATE BOND TRUST INC (DUC) - 2019-09-16

VIA FEDERAL EXPRESS 													September 13, 2019
Duff & Phelps Utility and Corporate Bond Trust Inc.
c/o William J. Renahan, Secretary
200 S. Wacker Drive, Suite 500
Chicago, Illinois 60606

Re:	14a-8 Shareholder Proposal for Duff & Phelps Utility and Corporate Bond Trust Inc.
	("DUC" or the "Fund")

Mr. Renahan:

BE IT RESOLVED, the shareholders of the Duff & Phelps Utility and Corporate Bond Trust Inc. ("DUC" or the "Fund") request that the Board of Directors (the "Board") promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the Fund to an open-end mutual fund or exchange traded fund. Supporting Statement Through the end of August, our fund traded at an average discount of -8.4% over the last year, -7.5% over the last 3 years, and -7.8% over the last 5 years (Source: Bloomberg Finance, L.P.). DUC's persistently wide discount appears attributable to poor relative price and net asset value ("NAV") performance as compared to its Lipper closed-end fund peer group. In fact, following are the price and net asset value performance over various periods, as well as the Fund's performance ranking within its Lipper General Bond Fund category (the higher the percentage, the worse it performed compared to its peers):

10 Yr.

5 Yr.

1 Yr.

YTD

Market Return	3.76%	3.50%	11.89%	13.49%

Lipper Pct. Rank	95	97	38	89

NAV Return	4.26%	2.94%	8.29%	7.92%

Lipper Pct. Rank	89	89	35	71

Source: Closed-end Fund Association, www.cefa.com, data as of 9/12/2019, Lipper General Bond Fund category.

When closed-end funds underperform, investors require: (1) a thoughtful and detailed explanation of management's recent decisions, and (2) the Board's plan going forward. Neither of these proactive steps have been offered, which is why we believe the Fund's underperformance has also led to perpetually wide discounts. The Fund's discount also indicates that the market has lost faith in the Adviser's ability to significantly add to shareholder value. To address this, the Fund's own prospectus says: "The board of directors of the Fund has established a policy to consider, on at least an annual basis, whether to make open market repurchases of and/or tender offers for shares of the Fund's common stock to seek to reduce any market discount from net asset value that may exist" [emphasis added]. Additionally, the prospectus identifies a discount of "3% or more" for 12 week period as the level where the Board could consider such actions. Even though the Fund is likely to argue against our proposal in a manner that well exceeds the word limit restriction we are allowed to include in this proposal, the premise of our proposal is simple: we believe that the Board must be more responsive to enhancing shareholder value. Please vote FOR our proposal and tell DUC's Board that you want it to take more effective action to narrow the Fund's discount. END OF PROPOSAL As is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and the "record" holder of the referenced shares, verifying that the referenced shares were continuously and beneficially owned, and had a market value of $2,000 or more, for at least a one year period prior to the date of the submittal of the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting. In addition to submitting the above, please provide copies of the following to the undersigned:

1. The Fund's prospectus and statement of additional information,
2. Articles of Incorporation and any amendments thereto, and
3. Bylaws and any amendments thereto.

Please advise us immediately if this notice is deficient in any way or if any additional information is required so that Karpus may promptly provide it in order to cure any deficiency.

Sincerely,


/s/ Brett D. Gardner

Brett D. Gardner
Senior Corporate Governance Analyst

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Exhibit 1
U.S. Bank N.A. Letter

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Exhibit 2
Cede & Co. Letter




 

 

 

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EXHIBIT 99.2

 

Joint Filing Agreement

 




In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto), dated the date hereof, with respect to the shares of Common Stock of the Duff & Phelps Utility and Corporate Bond Trust Inc.. This Joint Filing Agreement shall be filed as an Exhibit to such statement. September 13, 2019




	KARPUS MANAGEMENT, INC.
	By:	/s/ Daniel Lippincott
		Name:	Daniel Lippincott
		Title:	Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager




	/s/ George W. Karpus
	GEORGE W. KARPUS