SCHEDULE 14A INFORMATION

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

Filed by the Co-Registrants [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

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

[_] Definitive Additional Materials

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

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:

DTF TAX-FREE INCOME INC.
and
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
55 East Monroe Street, Suite 3600,
Chicago, Illinois 60603
(800) 338-8214

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 2006

The annual meetings of shareholders of DTF Tax-Free Income Inc. ("DTF") and
Duff & Phelps Utility and Corporate Bond Trust Inc. ("DUC") will be held
jointly at The Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois,
on Thursday, May 11, 2006, at 8:00 a.m., Central Standard Time, to:

1. Elect five directors of DTF, three of whom will be elected by the
holders of DTF's common stock and preferred stock voting together as
a single class, and two of whom will be elected by the holders of
DTF's preferred stock voting as a separate class;

2. Elect five directors of DUC by the holders of DUC's common stock; and

3. Transact such other business as may properly come before the meeting,
or any adjournment or postponement thereof.

Shareholders of record at the close of business on April 11, 2006 are
entitled to vote at the meeting.

For the Boards of Directors
of DTF and DUC,
/s/ T. Brooks Beittel
T. BROOKS BEITTEL, Secretary
April 18, 2006

SHAREHOLDERS, WE NEED YOUR PROXY VOTE IMMEDIATELY.

YOUR VOTE IS VITAL. THE MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF FEWER THAN A MAJORITY OF THE SHARES ELIGIBLE
TO VOTE ARE REPRESENTED. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO OBTAIN A QUORUM. TO AVOID THE EXPENSE OF AND THE
POSSIBLE DELAY CREATED BY SUCH A SOLICITATION, PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

JOINT PROXY STATEMENT

The boards of directors of DTF Tax-Free Income Inc. ("DTF") and Duff &
Phelps Utility and Corporate Bond Trust Inc. ("DUC") are soliciting proxies
from the DTF and DUC shareholders for use at the joint annual meeting of
shareholders to be held on May 11, 2006 and at any adjournment or postponement
of that meeting. DTF and DUC sometimes are referred to herein individually as a
"Fund" and collectively as the "Funds." A proxy may be revoked at any time
before it is voted, either by voting in person at the meeting or by written
notice to the Fund or delivery of a later-dated proxy.

Shareholders of the Funds of record at the close of business on April 11,
2006 are entitled to notice of and to participate in the meeting. DTF had
8,507,456 shares of common stock and 1,300 shares of preferred stock
outstanding on the record date. DUC had 27,076,161 shares of common stock
outstanding on the record date. Each share of common or preferred stock
outstanding on the record date entitles the holder thereof to one vote (with no
cumulative voting permitted).

This proxy statement is first being mailed on or about April 18, 2006. The
Funds will bear the cost of the joint annual meeting and this proxy
solicitation.

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 of the Funds 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 Proposals to be Voted Upon

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

1. Election of DTF directors DTF DTF common stock and DTF preferred stock
2. Election of DUC directors DUC DUC common stock

The annual reports to shareholders of each Fund, which include financial
statements of each Fund as of its 2005 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 Princeton
Administrators, L.P., the administrator of the Funds, by phone at
(800) 543-6217 or by mail at P.O. Box 9095, Princeton, NJ 08543-9095.

ELECTION OF DIRECTORS

The board of directors of each Fund is responsible for the overall
management and operations of that Fund. As of the date of this Joint Proxy
Statement, the board of directors of each of DTF and DUC is comprised of the
same nine directors. Directors of each Fund are divided into three classes and
are elected to serve staggered three-year terms.

The persons named in the enclosed proxies intend to vote in favor of the
election of the persons named below (unless otherwise instructed). Each of the
nominees has consented to serve as a director, if elected. In case any of the
nominees should become unavailable for election for any unforeseen reason, the
persons designated in the proxies will have the right to vote for a substitute.

Everett L. Morris will be retiring as a director of the Funds when his term
of office ends at the annual meeting of shareholders on May 11, 2006.
Mr. Morris has served as a director of both Funds since their inception and has
also served as chairman of the Funds' nominating and governance committee and
chairman of DTF's audit committee. The Funds express their appreciation to
Mr. Morris for his many years of dedicated service and wish him well in his
retirement.

The board of directors of each of the Funds, including all of the independent
directors, unanimously recommends a vote "FOR" the election of the nominees for
director named below.

1. Nominees for DTF Directors

At the meeting, Nancy Lampton, Carl F. Pollard and David J. Vitale are to be
considered for election to serve as Class II directors of DTF until the annual
meeting of shareholders in 2009 or until their respective successors are
elected and qualified, and E. Virgil Conway and Harry Dalzell-Payne are to be
considered for election to serve as Class III directors of DTF until the annual
meeting of shareholders in 2007 or until their respective successors are
elected and qualified. Mr. Conway and Mr. Dalzell-Payne have been nominated to
complete the unexpired terms of William W. Crawford and Richard A. Pavia, who
retired in 2005. Mr. Conway and Mr. Dalzell-Payne intend to retire from the DTF
board in 2007, when their terms on the DUC board expire. With respect to the
election of Mr. Dalzell Payne, Mr. Pollard and Mr. Vitale, a plurality of votes
cast at the meeting by the holders of DTF common stock and DTF preferred stock,
voting together as a single class, is required for election. With respect to
the election of Ms. Lampton and Mr. Conway, a plurality of votes cast at the
meeting by the holders of DTF preferred stock, voting as a separate class, is
required for election. Abstentions and broker non-votes are counted for
purposes of determining whether a quorum is present at the meeting, but will
not affect the determination of whether a director candidate has received a
plurality of votes cast. Assuming each of the DTF nominees is elected at the
meeting, the terms of each class of the DTF board of directors will expire at
the annual meetings of shareholders of DTF in the years indicated in the table
below:

Class I Directors
Francis E. Jeffries - 2008
Geraldine M. McNamara - 2008
Eileen A. Moran - 2008

Class II Directors
Nancy Lampton - 2009
Carl F. Pollard - 2009
David J. Vitale - 2009

Class III Directors
E. Virgil Conway - 2007
Harry Dalzell-Payne - 2007
Philip R. McLoughlin - 2007

2. Nominees for DUC Directors

At the meeting, Nancy Lampton, Eileen A. Moran and David J. Vitale are to be
considered for election to serve as Class I directors of DUC until the annual
meeting of shareholders in 2009 or until their respective successors are
elected and qualified; Carl F. Pollard is to be considered for election to
serve as a Class II director of DUC until the annual meeting of shareholders in
2007 or until his successor is elected and qualified; and Francis E. Jeffries
is to be considered for election to serve as a Class III director of DUC until
the annual meeting of shareholders in 2008 or until his successor is elected
and qualified. Ms. Lampton was elected as a Class III director at the annual
meeting of shareholders in 2005, but is resigning from that position and
standing for election as a Class I director at this meeting in order to align
her term and Mr. Jeffries' term on the DUC board with their respective terms on
the DTF board. For all positions on the DUC board, a plurality of votes cast at
the meeting by the holders of DUC common stock is required for election.
Abstentions and broker non-votes are counted for purposes of determining
whether a quorum is present at the meeting, but will not affect the
determination of whether a director candidate has received a plurality of votes
cast. Assuming each of the DUC nominees is elected at the meeting, the terms of
each class of the DUC board of directors will expire at the annual meetings of
shareholders of DUC in the years indicated in the table below:

Class I Directors
Nancy Lampton - 2009
Eileen A. Moran - 2009
David J. Vitale - 2009

Class II Directors
E. Virgil Conway - 2007
Carl F. Pollard - 2007
Harry Dalzell-Payne - 2007

Class III Directors
Francis E. Jeffries - 2008
Philip R. McLoughlin - 2008
Geraldine M. McNamara - 2008

Biographical Information

Set forth below are the names and certain biographical information about the
directors and officers of the Funds. The term "Fund Complex" refers to the
Funds and all other investment companies advised by Duff & Phelps Investment
Management Co., the Funds' investment adviser (the "Adviser"), or other
affiliates of Phoenix Investment Partners, Ltd. ("PXP").

Nominees--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 Fund Time Served During Past 5 Years by Director Held by the Director
- --------------------- --------- --------------- ----------------------------------- ----------- ----------------------

E. Virgil Conway/(2)(3)(4)/ Director Nominee for a Chairman, Rittenhouse Advisors, 53 Director, Urstadt
c/o Duff & Phelps Investment DTF term LLC (consulting firm) since 2001; Biddle Properties Inc.
Management Co. expiring in Vice Chairman, The Academy of (real estate
55 East Monroe Street 2007; DUC Political Science since 1985; investment trust);
Suite 3600 term expires in Chairman, Metropolitan Trustee, Consolidated
Chicago, IL 60603 2007; Director Transportation Authority, 1995- Edison Company of
Age 77 of DTF and 2001; Chairman, Financial New York, Inc.,
DUC since Accounting Standards Advisory 1970-2002; Director,
1995 Council, 1992-1995; Chairman, Consolidated Edison,
Harlem Youth Development Inc., 1997-2002;
Foundation, 1987-2002; Chairman, Director, Union
New York Housing Partnership Pacific Corporation,
Development Corp. 1981-2003; 1978-2002; Chairman
Director, Realty Foundation of and Director, Trism,
New York since 1972; Honorary Inc. (transportation
Director, Josiah Macy, Jr. company); Trustee,
Foundation; Trustee Emeritus, Pace Atlantic Mutual
University; Trustee Emeritus, Insurance Company,
Colgate University 1974-2002; Director,
Centennial Insurance
Company, 1974-
2002; Director,
Accuhealth, Inc.
(home injection firm)
1994-2002

Harry Dalzell-Payne/(2)(3)/ Director Nominee for a Currently retired. Formerly a Major
c/o Duff & Phelps Investment DTF term General of the British Army. 53
Management Co. expiring in
55 East Monroe Street 2007; DUC
Suite 3600 term expires in
Chicago, IL 60603 2007;
Age 76 Director of
DTF and DUC
since 1996

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

Francis E. Jeffries/(1) Director and Nominee for a Chairman of the Board of DTF 54
/c/o Duff & Phelps Investment Chairman of DUC term since September 1991 and DUC
Management Co. the Board expiring in since November 1992 (President of
55 East Monroe Street 2008; DTF DTF and DUC, January 2000-
Suite 3600 term expires in February 2004); Chairman of the
Chicago, IL 60603 2008; DTF Board of DNP Select Income Fund
Age 75 Director since ("DNP") since May 2005 (Vice
1991; DUC Chairman, April 2004-May 2005);
Director since Chairman of the Board of PXP,
1992 November 1995-May 1997;
Chairman and Chief Executive
Officer, Duff & Phelps
Corporation, June 1993-November
1995 (President and Chief
Executive Officer, January 1992-
June 1993); Chairman of the Board
of the Adviser, 1988-1993

Nancy Lampton/(2)(3)(4)/ Director Nominee for a Chairman and Chief Executive 3
c/o Duff & Phelps Investment DTF and DUC Officer, Hardscuffle Inc. (insurance
Management Co. term expiring holding company) since January
55 East Monroe Street in 2009; 2000; Chairman and Chief
Suite 3600 Director of Executive Officer, American Life
Chicago, IL 60603 DTF and DUC and Accident Insurance Company
Age 63 since 2005 of Kentucky since 1971

Eileen A. Moran/(2)(3)/ Director Nominee for a President and Chief Executive 2
c/o Duff & Phelps Investment DUC term Officer, PSEG Resources L.L.C.
Management Co. expiring in (investment company) since 1990
55 East Monroe Street 2009; DTF
Suite 3600 term expires in
Chicago, IL 60603 2008; DTF and
Age 51 DUC Director
since 1996

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

Francis E. Jeffries/(1)
/c/o Duff & Phelps Investment
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 75

Nancy Lampton/(2)(3)(4)/ Director,
c/o Duff & Phelps Investment Constellation Energy
Management Co. Group, Inc. (public
55 East Monroe Street utility holding
Suite 3600 company); Advisory
Chicago, IL 60603 Board Member,
Age 63 Thorium Power, Inc.
(designer of non-
proliferative fuel for
nuclear energy
needs); Vice
Chairman of DNP
Board since February
2006

Eileen A. Moran/(2)(3)/
c/o Duff & Phelps Investment
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 51

Carl F. Pollard Director Nominee for a Owner, Hermitage Farm L.L.C. 3 Chairman of the
c/o Duff & Phelps Investment DTF term (thoroughbred breeding) since Board and Director,
Management Co. expiring in January 1995; Chairman, Columbia Churchill Downs
55 East Monroe Street 2009 and a Healthcare Corporation 1993-1994; Incorporated
Suite 3600 DUC term Chairman and Chief Executive
Chicago, IL 60603 expiring in Officer, Galen Health Care, Inc.
Age 67 2007 March-August 1993; President and
Chief Operating Officer, Humana
Inc. 1991-1993 (previously Senior
Executive Vice President,
Executive Vice President and Chief
Financial Officer)

David J. Vitale/(1)(2)(3)/ Director Nominee for a Chief Administrative Officer, 3 Director, UAL
c/o Duff & Phelps Investment DTF and DUC Chicago Public Schools since April Corporation (airline
Management Co. term expiring 2003; Private investor November holding company),
55 East Monroe Street in 2009; 2002-April 2003; President and ISO New England
Suite 3600 Director of Chief Executive Officer, Board of Inc. (not for profit
Chicago, IL 60603 DUC and DTF Trade of the City of Chicago, Inc. independent system
Age 59 since 2005 March 2001-November 2002; operator of New
Retired executive 1999-2001; Vice England's electricity
Chairman and Director, Bank One supply), Ariel Capital
Corporation, 1998-1999; Vice Management, LLC,
Chairman and Director, First Ark Investment Corp.
Chicago NBD Corporation, and and Wheels, Inc.
President, The First National Bank (automobile fleet
of Chicago, 1995-1998; Vice management)
Chairman, First Chicago
Corporation and The First National
Bank of Chicago, 1993-1998
(Director, 1992-1998; Executive
Vice President, 1986-1993)

Continuing Directors--Independent Director
Geraldine M. McNamara/(2)(3)/ Director DTF term Managing Director, U.S. Trust
c/o Duff & Phelps Investment expires in Company of New York since 1982 53
Management Co. 2008; DUC
55 East Monroe Street term expires in
Suite 3600 2008; Director
Chicago, IL 60603 of DTF and
Age 54 DUC since
2003

- --------
/(1)/Member of the executive committee of each Fund's board of directors, which
has authority, with certain exceptions, to exercise the powers of the
board of directors between board meetings.
/(2)/Member of the audit committee of each Fund's board of directors, which is
responsible for supervision of the Fund's independent auditors, the annual
review of the Fund's investment advisory agreements and any other matters
requiring the approval of the directors who are not "interested persons"
of the Fund pursuant to the 1940 Act.
/(3)/Member of the nominating and governance committee of each Fund's board of
directors, which is responsible primarily for nominating directors and for
monitoring corporate governance matters.
/(4)/Elected to his or her position on the DTF board by the holders of DTF's
preferred stock, voting as a separate class.

Continuing Directors--Interested Director

Mr. McLoughlin is an "interested person" of the Funds, as defined in
Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), by
reason of his ownership of securities of The Phoenix Companies, Inc., the
ultimate parent company of PXP. Mr. McLoughlin is not an employee of the
Adviser or PXP.

Philip R McLoughlin Director DTF term Retired investment management 75 Director, PXRE
c/o Duff & Phelps Investment expires in executive since 2004. Consultant to Group Ltd.
Management Co. 2007; DUC PXP, 2002-2004; Chief Executive (insurance holding
55 East Monroe Street term expires in Officer of PXP, 1995-2002 company) and The
Suite 3600 2008; DTF and (Chairman 1997-2002, Director World Trust Fund
Chicago, IL 60603 DUC Director 1995-2002); Executive Vice (closed-end fund)
Age 59 since 1996 President and Chief Investment
Officer, The Phoenix Companies,
Inc. 2000-2002; Executive Vice
President, Investments, Phoenix
Life Insurance Company, 1988-
2002 (Director 1994-2002);
Director, Phoenix Investment
Management Company, 2001-
2002; Director, Aberdeen Asset
Management plc, 1986-2002;
Chairman, Phoenix Investment
Counsel, Inc. 1995-2002 (Director
1983-2002); Chairman, Phoenix
Equity Planning Corporation, 1990-
2002 (Director 1984-2002,
President 1990-2000); 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; Director,
Phoenix National Trust Company,
1996-2002; Director, W.S. Griffith
Securities Inc. 1992-2002; Director
and Vice President, PM Holdings,
Inc. 1985-2002

Each Fund's board of directors met five times during each Fund's respective
2005 fiscal year. The DTF audit committee met three times and the DUC audit
committee met twice during each Fund's respective 2005 fiscal year. Each Fund's
nominating and governance committee met twice during each Fund's respective
2005 fiscal year. Each director attended at least 75% in the aggregate of the
meetings of each board and each committee on which he or she served (during the
period that he or she served).

Officers of the Funds

The officers of the Funds are elected at the annual meeting of the boards of
directors of the Funds. The officers receive no compensation from the Funds,
but are also officers of the Adviser or one of its affiliates and receive
compensation in such capacities.

Name, Address Position(s) Held with Fund and
and Age Length of Time Served
- ------------- ----------------------------------------

Nathan I. Partain President and Chief Executive Officer of
Duff & Phelps Investment DTF and DUC since February 2004
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 49

Timothy M. Heaney Chief Investment Officer of DTF since
Phoenix Investment Partners, Ltd. 2004 (Vice President since 1997 and
56 Prospect Street Portfolio Manager 1997-2004)
Hartford, CT 06115
Age 40

Daniel J. Petrisko Chief Investment Officer of DUC since
Duff & Phelps Investment 2004 (Vice President since 2000 and
Management Co. Portfolio Manager 2002-2004)
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 45

T. Brooks Beittel Secretary of DTF and DUC since 2005
Duff & Phelps Investment
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age: 55

Alan M. Meder Treasurer of DTF and DUC since 2000;
Duff & Phelps Investment Principal Financial and Accounting
Management Co. Officer and Assistant Secretary of DTF
55 East Monroe Street and DUC since 2002
Suite 3600
Chicago, IL 60603
Age 46

Joyce B. Riegel Chief Compliance Officer of DUC and
Duff & Phelps Investment DTF since February 2003
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age: 51

Name, Address Principal Occupation(s)
and Age During Past 5 Years
- ------------- -----------------------------------------------------------

Nathan I. Partain President and Chief Investment Officer of the Adviser since
Duff & Phelps Investment April 2005; President, Chief Executive Officer and Chief
Management Co. Investment Officer of DNP since 2001 (Executive Vice
55 East Monroe Street President and Chief Investment Officer 1998-2001);
Suite 3600 Executive Vice President of the Adviser 1997-2005;
Chicago, IL 60603 Director of Utility Research, Duff & Phelps Investment
Age 49 Research Co., 1989-1996 (Director of Equity Research,
1993-1996 and Director of Fixed Income Research, 1993);
Director, Otter Tail Corporation since 1993

Timothy M. Heaney Managing Director, Fixed Income, Phoenix Investment
Phoenix Investment Partners, Ltd. Counsel, Inc. since 1997 (Director, Fixed Income Research
56 Prospect Street 1996-1997 and Investment Analyst 1995-1996)
Hartford, CT 06115
Age 40

Daniel J. Petrisko Senior Vice President of the Adviser since 1997-(Vice
Duff & Phelps Investment President 1995-1997)
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 45

T. Brooks Beittel Senior Vice President of the Adviser since 1993 (Vice
Duff & Phelps Investment President 1987-1993); Secretary and Senior Vice President
Management Co. of DNP since 1995 (Treasurer 1995-2002)
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age: 55

Alan M. Meder Senior Vice President of the Adviser since 1994
Duff & Phelps Investment
Management Co.
55 East Monroe Street
Suite 3600
Chicago, IL 60603
Age 46

Joyce B. Riegel Senior Vice President and Chief Compliance Officer of the
Duff & Phelps Investment Adviser since 2004 (Vice President and Compliance Officer
Management Co. 2002-2004); Chief Compliance Officer of DNP since 2004;
55 East Monroe Street Vice President and Chief Compliance Officer, Stein Roe
Suite 3600 Investment Counsel LLC 2001-2002; Vice President and
Chicago, IL 60603 Compliance Officer, Stein Roe & Farnham Incorporated
Age: 51 1996-2000

Ownership of Equity Securities

The following table provides certain information relating to the equity
securities beneficially owned by each director or director nominee as of
December 31, 2005, (i) in DTF, (ii) in DUC and (iii) on an aggregate basis, in
the family of investment companies consisting of DTF, DUC and DNP, in each case
based on information provided to the Funds, including information furnished by
the Funds' service providers.

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

Independent Directors and Nominees
E. Virgil Conway.................. None $50,001-$100,000 $50,001-$100,000
Harry Dalzell-Payne............... None None None
Francis E. Jeffries............... Over $100,000 Over $100,000 Over $100,000
Nancy Lampton..................... $10,001-$50,000 $10,001-$50,000 Over $100,000
Geraldine M. McNamara............. None $10,001-$50,000 $10,001-$50,000
Eileen A. Moran................... $50,001-$100,000 $50,001-$100,000 Over $100,000
Carl F. Pollard................... None None Over $100,000
David J. Vitale................... None None $50,001-$100,000

Interested Director
Philip R. McLoughlin.............. $1-$10,000 $1-$10,000 $1-$10,000

Based on information provided to the Funds, including information furnished
by the Funds' service providers, as of December 31, 2005, none of the
independent directors or nominees, or their immediate family members, owned any
securities of the Adviser or any person (other than a registered investment
company) directly or indirectly controlling, controlled by or under common
control with the Adviser.

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 any of its affiliates receives no compensation from
the Funds for acting as a director. Each of the other directors is paid the
following amounts for serving 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 between 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 a Fund's board of directors; (iii) an attendance fee of $1,500
per board meeting; (iv) an attendance fee of $1,500 per committee meeting; and
(v) all out-of-pocket expenses incurred by such directors in connection with
each of the foregoing meetings. Mr. Jeffries receives an additional $7,500
annual fee from each Fund for serving as chairman of the board of directors.
The Funds do not have a pension or retirement plan applicable to directors or
officers of the Funds. The table below summarizes the aggregate compensation
paid to the directors with respect to each Fund's fiscal year ending in 2005.

Director Compensation Table

Total
Compensation
from Funds
and Fund
Aggregate Aggregate Complex
Compensation Compensation Paid to
Name of Director from DTF/(1)/ from DUC/(2)/ Directors/(3)/
---------------- ------------ ------------ -------------

Independent Directors
E. Virgil Conway..... $21,500 $25,500 $159,250
Harry Dalzell-Payne.. 21,500 25,500 153,500
Francis E. Jeffries.. 26,000 25,125 197,393
Nancy Lampton........ 7,967 15,934 76,901
Geraldine M. McNamara 21,500 25,500 154,750
Eileen A. Moran...... 21,500 26,984 48,734
David J. Vitale...... 6,467 14,434 70,901
Interested Director
Philip R. McLoughlin. 14,000 19,500 283,000

- --------
/(1)/The amounts shown are for DTF's fiscal year ended October 31, 2005. DTF
has adopted a deferred compensation plan for its directors who are not
"affiliated persons" of the Adviser or any of its affiliates. Pursuant to
DTF's deferred compensation plan, for the fiscal year ended in 2005,
Mr. Jeffries and Ms. McNamara deferred compensation of $5,375 and $10,750,
respectively. Since January 1, 2005, directors participating in the plan
have the ability to allocate their deferred DTF compensation among various
investment options, one of which is common stock of DTF. Prior to
January 1, 2005, all deferred DTF compensation earned a rate of return
determined by reference to the return on DTF common stock. The obligation
to make payouts to directors with respect to DTF compensation deferred
since January 1, 2005 is a general obligation of PXP. The obligation to
make payouts to directors with respect to DTF compensation deferred prior
to January 1, 2005 is a general obligation of DTF.

/(2)/The amounts shown are for DUC's fiscal year ended December 31, 2005. DUC
has adopted a deferred compensation plan for its directors who are not
"affiliated persons" of the Adviser or any of its affiliates. Pursuant to
DUC's deferred compensation plan, for the fiscal year ended in 2005,
Ms. McNamara deferred compensation of $12,750. Since January 1, 2005,
directors participating in the plan have the ability to allocate their
deferred DUC compensation among various investment options, one of which
is common stock of DUC. Prior to January 1, 2005, all deferred DUC
compensation earned a rate of return determined by reference to the return
on DUC common stock. The obligation to make payouts to directors with
respect to DUC compensation deferred since January 1, 2005 is a general
obligation of PXP. The obligation to make payouts to directors with
respect to DUC compensation deferred prior to January 1, 2005 is a general
obligation of DUC.

/(3)/The amounts shown reflect the total aggregate compensation received by
each director from the Fund Complex for the calendar year ended December
31, 2005. The number of portfolios in the Fund Complex overseen by each
director (or to be overseen by each director nominee) is set forth in the
biographical information table on pages 4 to 7 above, except that Ms.
Moran oversaw 53 portfolios for a portion of the year 2005.

OTHER BUSINESS

Management is not aware of any other matters that will come before the
meeting. If any other business should come before the meeting, however, your
proxies, if signed and returned, will give discretionary authority to the
persons designated therein to vote according to their best judgment.

OTHER INFORMATION

The Adviser. Duff & Phelps Investment Management Co. acts as investment
adviser for each Fund. The address of the Adviser is 55 East Monroe Street,
Suite 3600, Chicago, Illinois 60603. The Adviser (together with its
predecessor) has been in the investment advisory business for more than 70
years and, as of December 31, 2005, had approximately $6.1 billion in client
accounts under discretionary management. The Adviser is a wholly-owned
subsidiary of Phoenix Investment Partners, Ltd. ("PXP"). 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 Administrator. Princeton Administrators, L.P. serves as the Funds'
administrator. It is a wholly-owned subsidiary of Merrill, Lynch & Co., Inc.
Its principal address is 800 Scudders Mill Road, Section 1B, Plainsboro, NJ
08536.

Shareholders. The following table shows shares of stock of each Fund as to
which each director, each nominee for director, and all directors and officers
of the Funds as a group, had or shared power over voting or disposition at
December 31, 2005, in each case based on information provided to the Funds,
including information furnished by the Funds' service providers. All shares
shown are common stock. Shares are held with sole power over voting and
disposition except as noted. The shares of common stock of each Fund held by
each of the persons listed below and by all directors and officers as a group
represented less than 1% of the outstanding common stock of each Fund.

Shares of DTF Shares of DUC
common stock common stock
------------- -------------

E. Virgil Conway...................................... 0 5,000
Harry Dalzell-Payne................................... 0 0
Francis E. Jeffries/(1)/.............................. 58,854 39,677
Nancy Lampton......................................... 1,000 1,000
Philip R. McLoughlin.................................. 250 250
Geraldine M. McNamara................................. 0 1,472
Eileen A. Moran....................................... 4,101 7,244
Carl F. Pollard....................................... 0 0
David J. Vitale....................................... 0 0
Directors and officers as a group (15 persons)/(1)(2)/ 68,546 57,117

- --------
/(1)/Mr. Jeffries disclaims beneficial ownership of 8,000 of the DTF shares
listed and 2,498 of the DUC shares listed. The directors and officers in
the aggregate disclaim beneficial ownership of 8,000 of the DTF shares
listed and 2,498 of the DUC shares listed as owned by the directors and
officers as a group.
/(2)/The directors and officers in the aggregate had shared power to vote
and/or dispose of 4,111 of the DTF shares listed and 2,474 of the DUC
shares listed.

At April 11, 2006, no person was known by the Funds to own beneficially 5%
or more of the outstanding shares of either Fund (as determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934 Act")).

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the 1934 Act requires the Funds' officers and directors, and persons who own
more than 10% of a registered class of the Funds' equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish to the Funds a copy of all Section 16(a)
forms they file. Based solely on a review of the copies of Section 16(a) forms
furnished to the Funds, or written representations that no Forms 5 were
required, the Funds believes that during the most recent fiscal year all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except that the Adviser
was one day late in filing a Form 3 for George Aylward, a director of the
Adviser, and DTF's former administrator was late in filing two Forms 4 for
Geraldine McNamara (each involving one deferred compensation transaction) and
one Form 4 for Francis Jeffries (involving one deferred compensation
transaction). All required forms were subsequently filed.

Report of the Audit Committee. The boards of directors of the Funds have
adopted a written charter for their respective audit committees which sets
forth the audit committees' responsibilities. In accordance with proxy rules
promulgated by the SEC, a fund's audit committee charter is required to be
filed at least once every three years as an exhibit to a fund's proxy
statement. The Joint Audit Committee Charter of the Funds, as revised and
restated in November 2003, was filed as Appendix A to the Fund's Joint Proxy
Statement dated April 15, 2005. A copy of the charter is is also available on
the Funds' website at www.phoenixinvestments.com/phinv and in print to any
shareholder who requests it. Each of the members of each Fund's audit committee
is not an "interested person" of the Funds as defined in the 1940 Act and is
independent as defined in the listing standards of the New York Stock Exchange.
In connection with the audit of the audited financial statements for each
Fund's fiscal year ended in 2005, the audit committee of each Fund:
(1) reviewed and discussed the Fund's 2005 audited financial statements with
management, (2) discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as modified or supplemented,
(3) received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as modified or supplemented, and (4) discussed with the independent registered
public accounting firm its independence from the Fund and its management. Based
on the foregoing reviews and discussions, the audit committee of each Fund
recommended to the board of directors that the Fund's audited financial
statements be included in the Fund's annual report to shareholders for filing
with the SEC.

The DTF Audit Committee The DUC Audit Committee

Everett L. Morris, Chairman Eileen A. Moran, Chairman
E. Virgil Conway E. Virgil Conway
Harry Dalzell-Payne Harry Dalzell-Payne
Nancy Lampton Nancy Lampton
Geraldine M. McNamara Geraldine M. McNamara
Eileen A. Moran Everett L. Morris
David J. Vitale David J. Vitale

Independent Registered Public Accounting Firm. The 1940 Act requires that
the Funds' independent registered public accounting firm (the "Independent
Auditor") be selected by the vote, cast in person, of a majority of the members
of the board of directors who are not interested persons of the Funds. In
addition, the listing standards of the New York Stock Exchange vest each audit
committee, in its capacity as a committee of the board of directors, with
responsibility for the appointment, compensation, retention and oversight of
the work of the Independent Auditor. In accordance with the foregoing
provisions, the firm of Ernst & Young LLP has been selected as Independent
Auditor to perform the audit of the financial books and records of each Fund
for each Fund's fiscal year ending in 2006. A representative of Ernst & Young
LLP is expected to be present at the meeting of shareholders and will be
available to respond to appropriate questions and have an opportunity to make a
statement if the representative so desires.

Audit and Non-Audit Fees. The following table sets forth the aggregate audit
and non-audit fees billed to the Funds for each of the last two fiscal years
for professional services rendered by the Independent Auditor.

DTF DUC
- - --------------------------------- -----------------------------------
Fiscal year Fiscal year Fiscal year Fiscal year
ended ended ended ended
October 31, 2005 October 31, 2004 December 31, 2005 December 31, 2004
---------------- ---------------- ----------------- -----------------

Audit Fees/(1)/................. $39,500 $37,270 $41,600 $39,250
Audit-Related Fees/(2)(6)/...... 2,800 2,600 2,800 2,600
Tax Fees/(3)(6)/................ 4,000 3,750 4,000 3,750
All Other Fees/(4)(6)/.......... 0 0 0 0
Aggregate Non-Audit Fees/(5)(6)/ 6,800 6,350 6,800 6,350

- --------
/(1)/Audit Fees are fees billed for professional services rendered by the
Independent Auditor for the audit of the Funds' annual financial
statements and for services that are normally provided by the Independent
Auditor in connection with statutory and regulatory filings or engagements.
/(2)/Audit-Related Fees are fees billed for assurance and related services by
the Independent Auditor that are reasonably related to the performance of
the audit of the Funds' financial statements and are not reported under
the caption "Audit Fees." In both years shown in the table, such services
consisted of performance of quarterly agreed-upon procedures relating to
DTF's preferred stock and DUC's commercial paper.
/(3)/Tax Fees are fees billed for professional services rendered by the
Independent Auditor for tax compliance, tax advice and tax planning. In
both years shown in the table, such services consisted of preparation of
the Funds' annual federal and state income tax returns and excise tax
returns.
/(4)/All Other Fees are fees billed for products and services provided by the
Independent Auditor, other than the services reported under the captions
"Audit Fees," "Audit-Related Fees" and "Tax Fees."
/(5)/Aggregate Non-Audit Fees are fees billed by the Independent Auditor for
services rendered to the Funds, the Adviser and any entity controlling,
controlled by or under common control with the Adviser that provides
ongoing services to either of the Funds (collectively, the "Covered
Entities"). During both years shown in the table, no portion of such fees
related to services rendered by the Independent Auditor to the Adviser or
any other Covered Entity.
/(6)/No portion of these fees was approved by the audit committee after the
beginning of the engagement pursuant to the waiver of the pre-approval
requirement for certain de minimis non-audit services described in
Section 10A of the 1934 Act and applicable regulations.

Pre-Approval of Audit and Non-Audit Services. The audit committees of the
boards of directors of the Funds have adopted a Joint Audit Committee
Pre-Approval Policy (attached as Appendix A to this proxy statement) to govern
the provision by the Independent Auditor of the following services
(collectively, "Covered

Services"): (i) all engagements for audit and non-audit services to be provided
by the Independent Auditor to the Funds and (ii) all engagements for non-audit
services to be provided by the Independent Auditor to the Adviser or any other
Covered Entity, if the engagement relates directly to the operations and
financial reporting of the Funds. With respect to non-audit services rendered
by the Independent Auditor to the Adviser or any other Covered Entity that were
not required to be pre-approved by the audit committees because they do not
relate directly to the operations and financial reporting of the Funds, the
audit committees have nonetheless considered whether the provision of such
services is compatible with maintaining the independence of the Independent
Auditor.

Nomination of Directors. The boards of directors of the Funds have adopted a
written charter for their respective nominating and governance committees which
sets forth the committees' responsibilities. In accordance with proxy rules
promulgated by the SEC, a fund's nominating committee charter is required to be
filed at least once every three years as an exhibit to a fund's proxy statement
or posted on the fund's website. The Joint Nominating and Governance Committee
Charter of the Funds, as adopted in August 2004, was filed as Appendix B to the
Fund's Joint Proxy Statement dated April 15, 2005. A copy of the charter is is
also available on the Funds' website at www.phoenixinvestments.com/phinv and in
print to any shareholder who requests it. Each of the members of each Fund's
nominating and governance committee is not an "interested person" of the Funds
as defined in the 1940 Act and is independent as defined in the listing
standards of the New York Stock Exchange.

Each Fund's nominating and governance committee will consider director
candidates recommended by shareholders. In considering candidates submitted by
shareholders, the committee will take into consideration the needs of the board
of directors, the qualifications of the candidate and the interests of
shareholders. The committee may also take into consideration the number of
shares held by the recommending shareholder and the length of time that such
shares have been held. In order for a candidate to be considered by the
committee, a shareholder must submit the recommendation in writing and must
include the following information:

. The name of the shareholder and evidence of the person's ownership of
shares of the applicable Fund, including the number of shares owned and
the length of time of ownership;

. The name of the candidate, the candidate's resume or a listing of his or
her qualifications to be a director of the Fund and the person's consent
to be named as a director if selected by the committee and nominated by
the board of directors; and

. If requested by the committee, a completed and signed director
questionnaire.

The shareholder recommendation and information described above must be sent
to the Funds' Corporate Secretary c/o Duff & Phelps Investment Management Co.,
55 East Monroe Street, Suite 3600, Chicago, Illinois 60603 and must be received
by the Corporate Secretary not less than 120 days prior to the anniversary date
of the Fund's most recent annual meeting of shareholders or, if the meeting
date has been changed by more than 30 days, a reasonable amount of time before
the meeting.

Each Fund's nominating and governance committee believes that the minimum
qualifications for serving as a director of the Fund are that a nominee
demonstrate, by significant accomplishment in his or her field, an ability to
make a meaningful contribution to the board of directors' oversight of the
business and affairs of the Fund and have an impeccable record and reputation
for honest and ethical conduct in both his or her professional and personal
activities. In addition, the committee examines a candidate's specific
experiences and skills, time availability in light of other commitments,
potential conflicts of interest and independence from management and the Fund.
The committee also seeks to have the board of directors represent a diversity
of backgrounds and

experience. Mr. Pollard was recommended to the Funds' nominating and governance
committees by a number of independent directors of the Funds.

Shareholder Communications with the Board of Directors. The boards of
directors of the Funds have considered the following procedures in order to
facilitate communications between the boards of directors and the shareholders
of the Funds and other interested parties. Shareholders and other interested
parties may contact the board of directors or any member of the board of
directors by mail. Correspondence should be addressed to the "Board of
Directors" or the individual board members with whom you wish to communicate by
either name or title. All such correspondence should be sent c/o the applicable
Fund or Funds at 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603.
All communications received will be opened by the Funds' officers or legal
counsel for the sole purpose of determining whether the contents represent a
message to one or more of the directors. The officer or the legal counsel will
forward promptly to the addressee any contents that relate to the Funds and
that are not in the nature of advertising, promotions of a product or service,
or patently offensive material. In the case of communications to the board of
directors or any committee or group of members of the boards of directors,
copies of the communication will be furnished to each director who is a member
of the group or committee to which the envelope is addressed.

Director Attendance at Annual Meetings. It is the policy of the Funds that
their directors, particularly those subject to election at that meeting, are
encouraged to attend annual meetings of shareholders. The 2005 joint annual
meeting of shareholders was attended by all of the members of the boards of
directors of the Funds who were directors at the time of such meeting.

Shareholder Proposals. Any shareholder proposal to be considered for
inclusion in the Funds' proxy statement and form of proxy for the 2007 joint
annual meeting of shareholders must be received by the Secretary of the Funds
no later than December 12, 2006. Under the circumstances described in, and upon
compliance with, Rule 14a-4(c) under the 1934 Act, the Funds may solicit
proxies in connection with the 2007 annual meeting which confer discretionary
authority to vote on any shareholder proposals of which the Secretary of the
Funds does not receive notice by February 25, 2007.

Solicitation of Proxies. Proxies will be solicited by mail. Proxies may be
solicited by personnel of the Funds personally or by telephone, telegraph or
mail, but such persons will not be specially compensated for such services. The
Funds will inquire of any record holder known to be a broker, dealer, bank or
other nominee as to whether other persons are the beneficial owners of shares
held of record by such persons. If so, the Funds will supply additional copies
of solicitation materials for forwarding to beneficial owners, and will make
reimbursement for reasonable out-of-pocket costs. In addition, the Funds may
hire a proxy solicitor to assist the Funds in the solicitation of proxies at a
fee of approximately $3,500 per Fund, plus out-of-pocket expenses.

General. A list of shareholders of each Fund entitled to be present and vote
at the joint annual meeting will be available at the offices of the Funds, 55
East Monroe Street, Suite 3600, 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 annual meeting will necessitate
adjournment and will give rise to additional expense.

All stockholders are requested to sign, date and mail proxies promptly in
the return envelope provided.

April 18, 2006

Appendix A

JOINT AUDIT COMMITTEE PRE-APPROVAL POLICY
OF
DTF TAX-FREE INCOME INC.
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC./(1)/

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

Statement of Principles

The Audit Committee of the Board of Directors of each of DTF Tax-Free Income
Fund Inc. and Duff & Phelps Utility and Corporate Bond Trust Inc. (each a
"Fund" and, collectively, the "Funds,")/1/ is required to pre-approve all
Covered Services (as defined in the Joint Audit Committee Charter) in order to
assure that the provision of the Covered Services does not impair the auditors'
independence. Unless a type of service to be provided by the Independent
Auditor (as defined in the Joint Audit Committee Charter) is pre-approved in
accordance with the terms of this Joint Audit Committee Pre-Approval Policy
(the "Policy"), it will require specific pre-approval by the Audit Committee or
by any member of the Audit Committee to which pre-approval authority has been
delegated.

The appendices to this Policy describe the Audit, Audit-Related, Tax and All
Other services that are Covered Services and that have been pre-approved under
this Policy. The term of any such pre-approval is 12 months from the date of
pre-approval, unless the Audit Committee specifically provides for a different
period. At its regular 1st Quarter meeting of each calendar year, the Audit
Committee will review and re-approve this Policy and the appendices attached
hereto, together with any changes deemed necessary or desirable by the Audit
Committee. The Audit Committee may, from time to time, modify the nature of the
services pre-approved, the aggregate level of fees pre-approved or both.

Delegation

In the intervals between the scheduled meetings of the Audit Committee, the
Audit Committee delegates pre-approval authority under this Policy to the
Chairman of the Audit Committee (the "Chairman"). The Chairman shall report any
pre-approval decisions under this Policy to the Audit Committee at its next
scheduled meeting. At each scheduled meeting, the Audit Committee will review
with the Independent Auditor the Covered Services pre-approved by the Chairman
pursuant to delegated authority, if any, and the fees related thereto. Based on
these reviews, the Audit Committee can modify, at its discretion, the
pre-approval originally granted by the Chairman pursuant to delegated
authority. This modification can be to the nature of services pre-approved, the
aggregate level of fees approved, or both. The Audit Committee expects
pre-approval of Covered Services by the Chairman pursuant to this delegated
authority to be the exception rather than the rule and may modify or withdraw
this delegated authority at any time the Audit Committee determines that it is
appropriate to do so.
- --------
/(1)/This Joint Audit Committee Pre-Approval Policy has been adopted by the
Audit Committee of each Fund. Solely for the sake of clarity and
simplicity, this Joint Audit Committee Pre-Approval Policy has been
drafted as if there is a single Fund, a single Audit Committee and a
single Board. The terms "Audit Committee" and "Board" mean the Audit
Committee and Board of each Fund, respectively, unless the context
otherwise requires. The Audit Committee and the Board of each Fund,
however, shall act separately and in the best interests of its respective
Fund.

A-1

Pre-Approved Fee Levels

Fee levels for all Covered Services to be provided by the Independent
Auditor and pre-approved under this Policy will be established annually by the
Audit Committee and set forth in the appendices hereto. Any proposed Covered
Services exceeding these fee levels will require specific pre-approval by the
Audit Committee (or the Chairman pursuant to delegated authority).

Audit Services

The terms and fees of the annual Audit services engagement for the Fund are
subject to the specific pre-approval of the Audit Committee. The Audit
Committee will approve, if necessary, any changes in terms, conditions and fees
resulting from changes in audit scope, Fund structure or other matters.

In addition to the annual Audit services engagement specifically approved by
the Audit Committee, any other Audit services for the Fund not listed in
Appendix A must be specifically pre-approved by the Audit Committee (or the
Chairman pursuant to delegated authority).

Audit-Related Services

Audit-Related services are assurance and related services that are not
required for the audit, but are reasonably related to the performance of the
audit or review of the financial statements of the Fund and, to the extent they
are Covered Services, the other Covered Entities (as defined in the Joint Audit
Committee Charter) or that are traditionally performed by the Independent
Auditor. Audit-Related services that are Covered Services and are not listed in
Appendix B must be specifically pre-approved by the Audit Committee (or the
Chairman pursuant to delegated authority).

Tax Services

The Audit Committee believes that the Independent Auditor can provide Tax
services to the Covered Entities such as tax compliance, tax planning and tax
advice without impairing the auditor's independence. However, the Audit
Committee will not permit the retention of the Independent Auditor in
connection with a transaction initially recommended by the Independent Auditor,
the sole business purpose of which may be tax avoidance and the tax treatment
of which may not be supported in the Internal Revenue Code and related
regulations. Tax services that are Covered Services and are not listed in
Appendix C must be specifically pre-approved by the Audit Committee (or the
Chairman pursuant to delegated authority).

All Other Services

All Other services that are Covered Services and are not listed in Appendix
D must be specifically pre-approved by the Audit Committee (or the Chairman
pursuant to delegated authority).

Procedures

Requests or applications to provide Covered Services that require approval
by the Audit Committee (or the Chairman pursuant to delegated authority) will
be submitted to the Audit Committee or the Chairman, as the case may be, by
both the Independent Auditor and the Chief Financial Officer of the respective
Covered Entity, and must include a joint statement as to whether, in their
view, (a) the request or application is consistent with the SEC's rules on
auditor independence and (b) the requested service is or is not a non-audit
service prohibited by the SEC. A request or application submitted to the
Chairman between scheduled meetings of the Audit Committee should include a
discussion as to why approval is being sought prior to the next regularly
scheduled meeting of the Audit Committee.

A-2

Appendix A

Pre-Approved Audit Services for the Funds for the fiscal year ending in 2005

Range of Fees
---------------
Service DTF DUC
- ------- ------- -------

Statutory audits or financial audits for subsidiaries, if any; services associated with SEC
registration statements, periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings (e.g., comfort letters, consents),
and assistance in responding to SEC comment letters; attestation reports required by
Section 404 of the Sarbanes-Oxley Act of 2002; Form N-SAR internal control letters and
SAS 100 reviews............................................................................ $39,500 $41,600

A-3

Appendix B

Pre-Approved Audit-Related Services for the fiscal year ending in 2005

A. For the Funds

Range of Fees
-------------
Service DTF DUC
- ------- ------ ------

Attest services not required by statute or regulation (including the provision of certificates to
the rating agencies regarding the asset coverage of any preferred shares or commercial
paper issued by a Fund......................................................................... $2,800 $2,800

B. For the other Covered Entities

Service Range of Fees
- ------- -------------

Consultations with the chief financial officer, chief compliance officer and other appropriate
representatives of management of the Adviser and its affiliates as to the accounting or disclosure
treatment of transactions or events and/or the actual or potential impact of final or proposed
rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting
bodies (other than consultations that, under SEC rules, would be deemed to be "audit" services
rather than "audit-related" services)............................................................. None
Attest services not required by statute or regulation............................................... None

A-4

Appendix C

Pre-Approved Tax Services for the Funds for the fiscal year ending in 2005

Range of Fees
-------------
Service DTF DUC
- ------- ------ ------

U.S. federal, state, local and other tax planning, advice, compliance and return preparation $4,000 $4,000
Misc. tax planning and advice (e.g. tax treatment for individual security holdings)......... None None

A-5

Appendix D

Pre-Approved All Other Services for the Funds for the fiscal year ending in 2005

Range of Fees
-------------
Service DTF DUC
------- ---- ----

None.. None None

A-6

DTF TAX-FREE INCOME INC.

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2006

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 Nathan I. Partain, T.
Brooks Beittel, and Alan M. Meder and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
annual meeting of shareholders to be held at The Palmer House Hilton, 17 East
Monroe Street, Chicago, Illinois, on May 11, 2006 at 8:00 a.m. (the "Annual
Meeting") and at any and all adjournments thereof, and thereat to vote all
shares of Common Stock of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, in
accordance with the following instructions.

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

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

14475

ANNUAL MEETING OF SHAREHOLDERS OF

DTF TAX-FREE INCOME INC.
May 11, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

(down arrow) Please detach along perforated line and mail in the envelope
provided. (down arrow)

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE [X]

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

1.Election of Directors:
2. Upon any and all other
business which may come
before the Annual Meeting
or any adjournmrnt
thereof..
NOMINEES:
[_] FOR ALL NOMINEES O Carl F. Pollard Class II Nominee The undersigned hereby
O David J. Vitale Class II Nominee acknowledges receipt of the
[_] WITHHOLD AUTHORITY O Harry Dalzell-Payne Class III Nominee accompanying Notice of Joint
FOR ALL NOMINEES Annual Meeting and Joint
Proxy Statement for the
[_] FOR ALL EXCEPT Annual Meeting to be held on
(See instructions below) May 11, 2006.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold, as shown
here: .

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

- ----------------------------------------------------------------------------------
To change the address on your account, please check the box at right and indicate
your new address in the address space above. Please note that changes to the
registered name(s) on the account may not be submitted via this
method. [_]
- ----------------------------------------------------------------------------------

----- ----- ----- ----
Signature of Shareholder Date: Signature of Shareholder Date:
----- ----- ----- ----

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is
a partnership, please sign in partnership name by authorized person.

DTF TAX-FREE INCOME INC.

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 11, 2006

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of shares of Preferred Stock of DTF Tax-Free Income
Inc. (the "Fund"), a Maryland corporation, hereby appoints Nathan I. Partain,
T. Brooks Beittel, and Alan M. Meder and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Shareholders to be held at The Palmer House Hilton, 17 East
Monroe Street, Chicago, Illinois, on May 11, 2006 at 8:00 a.m. (the "Annual
Meeting") and at any and all adjournments thereof, and thereat to vote all
shares of 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.

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

14475

ANNUAL MEETING OF SHAREHOLDERS OF

DTF TAX-FREE INCOME INC.
May 11, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

(down arrow) Please detach along perforated line and mail in the envelope
provided. (down arrow)

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE [X]

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

1.Election of Directors:
2. Upon any and all other
business which may come
before the Annual Meeting
or any adjournment thereof.
NOMINEES:
[_] FOR ALL NOMINEES O E. Virgil Conway Class III Nominee The undersigned hereby
O Harry Dalzell-Payne Class III Nominee acknowledges receipt of the
[_] WITHHOLD AUTHORITY O Nancy Lampton Class II Nominee accompanying Notice of Joint
FOR ALL NOMINEES O Carl F. Pollard Class II Nominee Annual Meeting and Joint
O David J. Vitale Class II Nominee Proxy Statement for the
[_] FOR ALL EXCEPT Annual Meeting to be held on
(See instructions below) May 11, 2006.

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: .

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------- ------- ------- ------
Signature of Shareholder Date: Signature of Shareholder Date:
------- ------- ------- ------

Note:Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 11, 2006
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 Nathan I. Partain, T. Brooks Beittel, and Alan M. Meder and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the annual meeting of shareholders to be held at The Palmer
House Hilton, 17 East Monroe Street, Chicago, Illinois, on May 11, 2006 at 8:00
a.m. (the "Annual Meeting") and at any and all adjournments thereof, and
thereat to vote all shares of Common Stock of the Fund which the undersigned
would be entitled to vote, with all powers the undersigned would possess if
personally present, in accordance with the following instructions.

PLEASE VOTE, DATE AND SIGN ON
OTHER SIDE AND RETURN PROMPTLY IN DUFF & PHELPS UTILITY AND CORPORATE BOND
ENCLOSED ENVELOPE. TRUST INC.
P.O. BOX 11326
NEW YORK, N.Y. 10203-0326

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

(down triangle) DETACH PROXY CARD HERE (down triangle)
[_]
--------------------------------------

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

1. Authority to vote for the election as Directors, the nominees listed below: 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
FOR [_] WITHHOLD [_] *EXCEPTIONS [_] accompanying Notice of Joint
all AUTHORITY Annual Meeting and Joint
nominees to vote for all Proxy Statement for the
listed nominess Annual Meeting to be held on
below listed below May 11, 2006.

Class I Nominees: Nancy Lampton, Elleen A. Moran,
David J. Vitale
Class II Nominee: Carl F. Pollard
Class III Nominee: Francis E. Jeffries
(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.)
To change your address,
please mark this box. [_]
*Exceptions To include any comments,
_______________________________________________ please mark this box. [_]
To change your [_]
address, please mark
this box.

SCAN LINE

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