Table of Contents

Exhibit (a)(1)(i)

DNP SELECT INCOME FUND INC.

Fixed Price Offer To Purchase For Cash

Up to a Maximum Tender Amount of $200,000,000 of its

Outstanding Shares of

Remarketed Preferred Stock, Series D (Cusip No. 23325P 50 0)

Remarketed Preferred Stock, Series E (Cusip No. 23325P 60 9)

Auction Preferred Stock, Series TH (Cusip No. 23325P 85 6)

and

Auction Preferred Stock, Series F (Cusip No. 23325P 87 2)

DNP Select Income Fund Inc. (the “Fund”) hereby offers to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”). See “The Offer—Conditions to the Offer.” The Offer is not conditioned upon any minimum amount of Preferred Shares being tendered or upon the receipt of financing.

Each registered holder of Preferred Shares (a “Stockholder”) that validly tenders, and does not validly withdraw, its Preferred Shares, and which Preferred Shares are accepted for purchase by the Fund upon the terms and subject to the conditions set forth in this Offer to Purchase, will receive (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP (the “Series D RP Consideration”), (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP (the “Series E RP Consideration”), (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS (the “Series TH APS Consideration”), and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS (the “Series F APS Consideration” and, together with the Series D RP Consideration, the Series E RP Consideration and the Series TH APS Consideration, the “Tender Offer Consideration”). Each Stockholder that validly tenders, and does not validly withdraw, its Preferred Shares, and whose Preferred Shares are accepted for purchase by the Fund, will also receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, the Settlement Date (“Accrued Dividends”). The Tender Offer Consideration and Accrued Dividends will be payable on the Settlement Date. The “Settlement Date” with respect to the Preferred Shares is the date on which the Fund will pay the Tender Offer Consideration in respect of the Preferred Shares validly tendered, not validly withdrawn and accepted for purchase by the Fund. The Settlement Date is expected to be June 5, 2012, the first New York City business day following the Expiration Time.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents

(cover page continued)

NEITHER THE FUND, NOR ITS BOARD OF DIRECTORS (THE “BOARD”) NOR ITS INVESTMENT ADVISER, DUFF & PHELPS INVESTMENT MANAGEMENT CO. (THE “ADVISER”), IS MAKING ANY RECOMMENDATION TO ANY HOLDER OF PREFERRED SHARES WHETHER TO TENDER OR REFRAIN FROM TENDERING PREFERRED SHARES IN THE OFFER. SHAREHOLDERS ARE URGED TO READ AND EVALUATE THE OFFER CAREFULLY AND TO CONSULT THEIR OWN TAX AND FINANCIAL ADVISERS AS TO WHETHER TO PARTICIPATE IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE BOARD OR THE ADVISER.

Important Information

If you wish to tender all or any part of your Preferred Shares, you should either: (i) deliver such Preferred Shares pursuant to the procedures for book-entry transfers set forth in the section “The Offer—Procedure for Tendering Preferred Shares” prior to the Expiration Time, (ii) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have your signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such facsimile thereof) and any other required documents to the Depositary (as defined herein); or (iii) request your broker, dealer, commercial bank, trust company or other nominee (each a “Nominee Holder”) to effect the transaction for you. If you have Preferred Shares registered in the name of a broker or other Nominee Holder, you must contact such Nominee Holder if you desire to tender your Preferred Shares.

To tender your Preferred Shares, you must follow the procedures described in the materials enclosed herewith. The Fund may reject any tender not fully in compliance with these procedures.

A summary of the principal terms of the Offer appears on page 1 hereof in the “Summary Term Sheet.”

If you have questions about the Offer, you can contact AST Fund Solutions, LLC (the “Information Agent” for the Offer) at its address and telephone number set forth below. You can also obtain additional copies of this Offer to Purchase and the related Letter of Transmittal from the Information Agent, or your Nominee Holder. The Bank of New York Mellon (the “Depositary”) will serve as the depositary for the Offer.

IF YOU DO NOT WISH TO TENDER YOUR PREFERRED SHARES, YOU NEED NOT TAKE ANY ACTION.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

May 3, 2012

Questions and requests for assistance and requests for additional copies of the Offer should be directed to:

AST FUND SOLUTIONS, LLC

110 Wall Street

5 ^th Floor

New York NY 10005

(212) 400-2605

E-mail: wantler@astfundsolutions.com

ii

Table of Contents

iii

Table of Contents

Table of Contents

2

Table of Contents

3

Table of Contents

DNP SELECT INCOME FUND INC.

To the Stockholders (as defined below):

INTRODUCTION

DNP Select Income Fund Inc. (the “Fund”) hereby offers to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

The Offer is being extended to all registered holders of Preferred Shares (“Stockholders”) of the Fund subject to certain conditions. The Offer is not conditioned upon any minimum number of Preferred Shares being tendered. The Fund is not obligated to purchase Preferred Shares tendered in excess of the Maximum Tender Amount but may do so in its sole discretion and subject to the terms and conditions of the Offer, and may appropriately amend the Offer in accordance with applicable securities laws and regulations. See “The Offer—Terms of the Offer; Expiration Time” and “The Offer—Conditions to the Offer.”

None of the Fund, its Board of Directors (the “Board”) or its investment adviser, Duff & Phelps Investment Management Co. (the “Adviser”), is making any recommendation to any Stockholder whether to tender or refrain from tendering Preferred Shares in the Offer. Stockholders are urged to read and evaluate the Offer carefully and to consult their own tax and financial advisers as to whether to participate in the Offer. No person has been authorized to give any information or to make any representations in connection with the offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by the Fund, the Board or the Adviser.

Stockholders will not be obligated to pay brokerage fees, commissions or, except as set forth in “The Offer—Terms of the Offer; Expiration Time,” stock transfer taxes on the sale of Preferred Shares pursuant to the Offer. However, if a Stockholder owns Preferred Shares through a broker, dealer, commercial bank, trust company or other nominee (each a “Nominee Holder”), and the broker or other Nominee Holder tenders the Preferred Shares on behalf of such Stockholder, such broker or other Nominee Holder may charge a fee for doing so. Stockholders should consult their broker or other Nominee Holder to determine whether any charges will apply. The Fund will pay all charges and expenses of The Bank of New York Mellon (the “Depositary”) and AST Fund Solutions, LLC (the “Information Agent”) incurred in connection with the Offer. See “The Offer—Fees and Expenses.” Stockholders may be subject to federal income tax on the receipt of cash for Preferred Shares purchased by the Fund pursuant to the Offer. In addition, if a Stockholder fails to complete, sign and return to the Depositary the IRS Form W-9 that is included with the Letter of Transmittal, it may be subject to required backup federal income tax withholding of 28% of the gross proceeds payable to such Stockholder pursuant to the Offer, and certain non-U.S. Stockholders may be subject to a 30% income tax withholding . See “The Offer—Certain U.S. Federal Income Tax Consequences.”

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

If a Stockholder does not wish to tender any Preferred Shares, no action is required.

4

Table of Contents

THE OFFER

Upon the terms and subject to the conditions set forth in this Offer to Purchase, the Fund will accept for payment in cash Preferred Shares having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”) that are validly tendered and not validly withdrawn in accordance with the terms set forth in “The Offer—Procedure for Tendering Preferred Shares” prior to the Expiration Time (as defined below). The Fund reserves the right to extend the Offer to a later Expiration Time.

Each Stockholder that validly tenders, and does not validly withdraw, its Preferred Shares, and which Preferred Shares are accepted for purchase by the Fund upon the terms and subject to the conditions set forth in this Offer to Purchase, will be entitled to receive (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP (the “Series D RP Consideration”), (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP (the “Series E RP Consideration”), (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS (the “Series TH APS Consideration”), and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS (the “Series F APS Consideration” and, together with the Series D RP Consideration, the Series E RP Consideration and the Series TH APS Consideration, the “Tender Offer Consideration”).

Stockholders whose Preferred Shares are accepted for purchase by the Fund pursuant to the Offer shall be entitled to receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, the Settlement Date (“Accrued Dividends”). Prior to the Expiration Time, dividends will be paid on the regularly scheduled dividend payment dates for the Series D RP, Series E RP, Series TH APS or Series F APS, as applicable. Under no circumstances will interest be paid on the tender price for tendered Preferred Shares, regardless of any extension of or amendment to the Offer or any delay in paying for such Preferred Shares.

The Fund may determine not to purchase any Preferred Shares because one or more conditions described in “The Offer—Conditions to the Offer” (the “Conditions”) of this Offer are not met. In the event more Preferred Shares are validly tendered, and not validly withdrawn, for purchase pursuant to the Offer than the Maximum Tender Amount (“Excess Tendered Shares”), the Fund will accept tendered shares on a pro-rata basis as described in “The Offer—Proration.” If the Fund elects to purchase Excess Tendered Shares, it will amend this Offer in accordance with the terms and conditions set forth in this Offer and applicable securities laws and regulations.

The term “Expiration Time” means 5:00 p.m., Eastern time, on June 4, 2012, unless the Fund extends the period of time for which the Offer is open, in which event “Expiration Time” means the latest time and date at which the Offer, as so extended, shall expire. Except as described herein, withdrawal rights expire on the Expiration Time.

The Offer is being made to all Stockholders subject to the Conditions. The Offer is not conditioned upon any minimum number of Preferred Shares being tendered in the Offer. See “The Offer—Conditions to the Offer.”

Subject to the terms and conditions of the Offer (including the Maximum Tender Amount), the Fund will pay the Tender Offer Consideration and Accrued Dividends to each Stockholder who validly tenders, and does not validly withdraw, its Preferred Shares and whose Preferred Shares are accepted for purchase upon the terms and conditions of the Offer (including the Maximum Tender Amount), on the Settlement Date. The “Settlement Date” with respect to the Preferred Shares is the date on which the Fund will pay the Tender Offer Consideration and Accrued Dividends in respect of the Preferred Shares validly tendered, not validly withdrawn and accepted for purchase by the Fund. The Settlement Date is expected to be June 5, 2012, the first New York City business day following the Expiration Time.

Subject to the terms and conditions of the Offer, the Fund will pay the Tender Offer Consideration and Accrued Dividends in respect of the Preferred Shares validly tendered or return the tendered Preferred Shares to

5

Table of Contents

tendering Stockholders promptly after the Expiration Time or termination of the Offer. It will also return any Excess Tendered Shares which are not accepted for purchase after the Expiration Time. Any delay in payment or termination of the Offer will be followed as promptly as practicable by public announcement thereof. For a description of the Fund’s right to terminate the Offer or to delay acceptance for payment or payment for Preferred Shares, see “The Offer—Extension of Tender Period; Termination; Amendment.”

Although the Fund does not contemplate extending the Offer, the Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m., Eastern time, on the business day after the previously scheduled Expiration Time, and any such announcement will disclose the approximate number of Preferred Shares tendered as of that date. You can also see if the Offer has been extended by checking our website at www.dnpselectincome.com (click on Tender Offer) or the SEC’s EDGAR database at www.sec.gov .

If the Fund decides, in its sole discretion, to increase or decrease the Maximum Tender Amount or the Tender Offer Consideration and, at the time that notice of such increase or decrease is first published, sent or given to Stockholders in the manner specified below, the Offer is scheduled to expire at any time earlier than the tenth business day from the date that such notice is first so published, sent or given, the Offer will be extended at least until the end of such ten business day period. During any extension, all Preferred Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw its Preferred Shares.

If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During such extension, all Preferred Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw its Preferred Shares. For a description of the Fund’s right to amend the Offer, see “The Offer—Extension of Tender Period; Termination; Amendment.”

Tendering Stockholders will not be obligated to pay transfer taxes on the purchase of Preferred Shares by the Fund, except as set forth below. If payment of the purchase price is to be made to, or Preferred Shares properly withdrawn or not accepted for payment are to be returned in the name of, any person other than the holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Preferred Shares to the Fund pursuant to the Offer, then the amount of any stock or share transfer taxes (whether imposed on the holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

As of May 3, 2012, the Fund had 1,000 shares of Series D RP, 1,000 shares of Series E RP, 4,000 shares of Series TH APS and 4,000 shares of Series F APS outstanding. The Fund has been advised that no members of the Board, officers or affiliates of the Fund are holders of Preferred Shares and therefore no Board member, officer or affiliate will tender any Preferred Shares pursuant to the Offer. See “The Offer—Interest of the Board of Directors and Executive Officers; Transactions and Arrangements Concerning the Preferred Shares.”

When considering whether to tender Preferred Shares, Stockholders should be aware that the payment received pursuant to this Offer will be less than the amount that Stockholders would be entitled to receive upon a redemption of such Preferred Shares under the terms of the Preferred Shares or upon a liquidation of the Fund. Further, Stockholders should be aware that there may be a secondary market for the Preferred Shares in which holders of Preferred Shares may decide to participate. If a Stockholder does not tender any Preferred Shares under the Offer, the Fund cannot give assurance that the Preferred Shares will be able to be sold in the future or that the auctions and remarketings for such Preferred Shares will resume normal functioning, and a non-tendering Stockholder may need to hold the Preferred Shares indefinitely or may only be able to sell Preferred Shares in a secondary market at a significant discount to their liquidation preference of $100,000 per share for the Series D RP and Series E RP and $25,000 per share for the Series TH APS and Series F APS.

6

Table of Contents

Although the Fund does not contemplate extending the Offer, the Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by making a public announcement thereof. In the event that the Fund elects to extend the tender period, the Fund does not expect the Tender Offer Consideration to change. During any such extension, all Preferred Shares previously tendered and not withdrawn will remain subject to this Offer, subject to the right of a tendering Stockholder to withdraw its Preferred Shares. Such public announcement will be issued no later than 9:00 a.m., Eastern time, on the business day after the previously scheduled Expiration Time and will disclose the approximate number of Preferred Shares tendered as of that date. You can also see if the Offer has been extended by checking our website at www.dnpselectincome.com (click on Tender Offer) or the SEC’s EDGAR database at www.sec.gov .

The Fund also reserves the right, at any time and from time to time up to and including the Expiration Time, to (i) terminate the Offer and not accept for payment or pay for any Preferred Shares; (ii) subject to applicable law, delay the acceptance for payment or payment for Preferred Shares upon the occurrence of any of the Conditions of this Offer; and (iii) amend the Offer in any respect by making a public announcement thereof. Without limiting the manner in which the Fund may choose to make a public announcement of any extension, termination, delay, or amendment, except as provided by applicable law, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.

If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material Condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. Those rules require that the minimum period during which a tender offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Preferred Shares, or the Fund increases or decreases the number of Preferred Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended at least until the expiration of such period of ten business days.

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay cash for, Preferred Shares validly tendered and not properly withdrawn in accordance with this Offer to Purchase, promptly after the Expiration Time of the Offer. In addition, the Fund reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Preferred Shares pending receipt of any regulatory or governmental approvals to the Offer as described in “The Offer—Plans and Proposals of the Fund; Regulatory Approvals.” For a description of the Fund’s right to terminate the Offer and not accept for payment or pay for Preferred Shares or to delay acceptance for payment or payment for Preferred Shares, see “The Offer—Extension of Tender Period; Termination; Amendment.”

For purposes of the Offer, the Fund shall be deemed to have accepted for payment tendered Preferred Shares when the Fund gives oral (promptly confirmed in writing) or written notice of its acceptance to the Depositary. The Fund will pay for Preferred Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as the agent of each Stockholder for the purpose of receiving payments from the Fund and transmitting such payments to such Stockholder. In all cases, payment for Preferred Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of a confirmation of a book-entry transfer of such Preferred Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer—Procedure for Tendering Preferred Shares”), a properly completed and duly executed Letter of Transmittal and any other required documents. For a description of the procedure for tendering Preferred Shares pursuant to the Offer, see “The Offer—Procedure for Tendering Preferred Shares.” Preferred Shares that have been tendered and accepted for payment by the Fund will constitute authorized but unissued preferred shares of the Fund.

7

Table of Contents

Each Stockholder that validly tenders, and does not validly withdraw, its Preferred Shares, and whose Preferred Shares are accepted for purchase by the Fund, subject to the terms and conditions hereof (including the Maximum Tender Amount), shall be entitled to receive (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP, (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP, (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS, and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS, in each case plus Accrued Dividends accrued to but not including the Settlement Date. Under no circumstances will the Fund pay interest on the consideration paid for the Preferred Shares pursuant to the Offer, regardless of any delay in making such payment. If the Fund increases the Series D RP Consideration, the Series E RP Consideration, the Series TH APS Consideration or the Series F APS Consideration pursuant to the Offer, the Fund will pay such increased consideration for all shares of such series of Preferred Shares tendered and accepted for payment pursuant to the Offer.

If any tendered Preferred Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if Excess Tendered Shares are tendered, such un-purchased or un-accepted Preferred Shares will be returned to the tendering Stockholder, or to other persons at the discretion of such Stockholder, via credit to an account maintained at the Book-Entry Transfer Facility as promptly as practicable following the expiration or termination of the Offer, and without expense to such Stockholder.

If the Fund delays its acceptance for payment of, or its payment for, any tendered Preferred Shares, or is unable to accept for payment or pay for such Preferred Shares pursuant to the Offer for any reason, then, without prejudice to the Fund’s rights under the Offer, the Depositary may, on behalf of the Fund, retain such Preferred Shares, and such Preferred Shares may not be withdrawn, unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in “The Offer—Withdrawal Rights.”

If a Stockholder owns Preferred Shares through a broker or other Nominee Holder, and the broker or other Nominee Holder tenders the Preferred Shares on behalf of the Stockholder, such broker or other Nominee Holder may charge a fee for doing so. Stockholders should consult their broker or other Nominee Holder to determine whether any charges will apply.

To tender Preferred Shares pursuant to the Offer, the Depositary must receive at its address set forth on the back cover of the Offer (i) a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal and (ii) for Preferred Shares held at The Depository Trust Company (“DTC”), delivery of such Preferred Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent’s Message (as defined below) if you have not delivered a Letter of Transmittal), in each case by the Expiration Time.

If your Preferred Shares are registered in the name of a broker or other Nominee Holder, you may need to inform your broker or other Nominee Holder of any decision to tender Preferred Shares, and deliver any required materials, before the Expiration Time. You should consult your broker or other Nominee Holder to determine when they need you to inform them of any decision to tender Preferred Shares and to deliver any required materials to them in order to tender your Preferred Shares.

If the Letter of Transmittal or any stock or share powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

LETTERS OF TRANSMITTAL MUST BE SENT TO THE DEPOSITARY; they SHOULD NOT be sent or delivered to the Fund, the Adviser, the Information Agent or the Book-Entry Transfer Facility. Any documents delivered to the Fund, the Adviser, the Information Agent or the Book-Entry Transfer Facility will not be forwarded to the Depositary and, therefore, will not be deemed to have been properly tendered.

8

Table of Contents

Book-Entry Delivery . The Depositary has established an account with respect to the Preferred Shares at DTC (the “Book-Entry Transfer Facility”) for purposes of the Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of Preferred Shares by causing the Book-Entry Transfer Facility to transfer such Preferred Shares into the Depositary’s account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Preferred Shares may be effected through book-entry transfer, the Letter of Transmittal properly completed and duly executed, together with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be received by the Depositary at its address set forth on the back cover of the Offer by the Expiration Time. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. For purposes of the Offer, “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility in accordance with its normal procedures to, and received by, the Depositary and forming a part of a book-entry confirmation which states that the Book-Entry Transfer Facility has received an express and unconditional acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Preferred Shares that are the subject of such book-entry confirmation that such participant has received, and agrees to be bound by, the terms of this Offer (including the Letter of Transmittal) and that the Fund may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering participant that the representations described in this Offer are true and correct.

Signature Guarantees . Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP) (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed if (i) the Letter of Transmittal is signed by the registered Stockholder(s) of the Preferred Shares tendered pursuant to the Offer (including, for the purposes of the Offer, any participant in the DTC book-entry transfer facility whose name appears on DTC’s security position listing as the owner of the Preferred Shares), unless such Stockholder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in the Letter of Transmittal or (ii) such Preferred Shares are tendered for the account of an Eligible Institution.

No Guaranteed Delivery . The Fund does not intend to permit tenders of Preferred Shares by guaranteed delivery procedures.

Back-up Withholding . Under federal income tax laws, the Depositary will be required to withhold 28% of the amount of any payments made to individuals and certain non-corporate Stockholders pursuant to the Offer (or 30% to the extent the payment is treated as a dividend and made to a Foreign Holder (as defined in “The Offer—Certain U.S. Federal Income Tax Consequences”) pursuant to the Offer). In order to avoid such backup withholding, a Stockholder must provide the Depositary with its correct taxpayer identification number and certify that it is not subject to backup withholding by completing the IRS Form W-9 included in the Letter of Transmittal. If a Stockholder is a non-resident alien or foreign entity not subject to backup withholding, it must give the Depositary a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) or Form W-8IMY (Certificate of Foreign Intermediary, Foreign Partnership or Certain U.S. Branches For United States Tax Withholding) prior to receipt of any payment. For this purpose the Depositary may treat the entire amount of a distribution as a dividend unless it establishes proof to the contrary.

Validity . The Fund will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Preferred Shares, and its determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of Preferred Shares that the Fund determines not to be in proper form or refuse the acceptance for payment of or payment for Preferred Shares which may, in the opinion of its counsel, be unlawful. Tenders will not be deemed to have been made until any defects or irregularities have been cured or waived. The Fund also reserves the absolute right to waive any defect or irregularity in any tender of Preferred Shares. The Fund’s interpretation of the terms and conditions of the Offer will be final and binding. Neither the Fund, the Adviser, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

9

Table of Contents

The tender of Preferred Shares pursuant to any one of the procedures described above will constitute an acceptance of the Offer by you, as well your representation and warranty that (i) you own the Preferred Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Preferred Shares complies with Rule 14e-4, and (iii) you have full power and authority to tender, sell, assign and transfer the tendered Preferred Shares, as specified in the Letter of Transmittal or otherwise.

The Fund’s acceptance for payment of the tendered Preferred Shares pursuant to the Offer will constitute a binding agreement between the Fund and you with respect to such Preferred Shares, upon the terms and subject to the conditions of the Offer.

By making the book-entry transfer of Preferred Shares as described above, subject to, and effective upon, acceptance for payment of the Preferred Shares tendered in accordance with the terms and subject to the conditions of the Offer, in consideration of the acceptance for payment of such Preferred Shares in accordance with the terms of the Offer, the tendering Stockholders shall be deemed to sell, assign and transfer to, or upon the order of, the Fund all right, title and interest in and to all the Preferred Shares that are being tendered and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Preferred Shares after the Expiration Time) and irrevocably constitute and appoint the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Preferred Shares (and any such dividends, distributions, other shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Preferred Shares (and any such other dividends, distributions, other shares or securities or rights), together with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the agent of the tendering Stockholder, of the purchase price; (b) present such Preferred Shares (and any such other dividends, distributions, other shares or securities or rights) for transfer on the books of the Fund; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares (and any such other dividends, distributions, other shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering Stockholder with respect to such Preferred Shares (and any such dividends, distributions, other shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering Stockholder (and, if given, will not be effective).

By making the book-entry transfer of Preferred Shares as described above, and in accordance with the terms and conditions of an Offer, the tendering Stockholder also shall be deemed to represent and warrant that: (a) the tendering Stockholder has full power and authority to tender, sell, assign and transfer the tendered Preferred Shares (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Preferred Shares after the Expiration Time); (b) when and to the extent the Fund accepts the Preferred Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the tendering Stockholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Preferred Shares (and any and all dividends, distributions, other shares or securities or rights declared or issuable in respect of such Preferred Shares after the Expiration Time); and (d) the tendering Stockholder has read the Offer Documents and agreed to all of the terms of the Offer.

You may withdraw tenders of Preferred Shares made pursuant to the Offer at any time prior to the Expiration Time. If your Preferred Shares are registered in the name of a broker or other Nominee Holder, you may need to allow sufficient additional time for such Nominee Holder to withdraw your tendered Preferred Shares. You should contact your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform them of any decision to withdraw your tendered Preferred Shares. After the Expiration Time, such tenders are irrevocable, except that they may be withdrawn after July 3, 2012 unless payment has been made to you for any Preferred Shares accepted for payment as provided in the Offer. If the Fund extends the period of time during which the Offer is open, or is unable to accept for payment or pay for, or is delayed in accepting for payment or paying for, the Preferred Shares pursuant to the Offer for any reason, then, without prejudice to its rights under the Offer, the Depositary may, on its behalf, retain all Preferred Shares tendered, and such Preferred Shares may not be withdrawn except as otherwise provided in this section.

10

Table of Contents

To withdraw tendered Preferred Shares, a written transmission of a notice of withdrawal (a form of which will be provided upon request from the Information Agent) with respect to the Preferred Shares must be timely received by the Depositary at its address set forth on the back cover of the Offer, and the notice of withdrawal must specify the name of the person who tendered the Preferred Shares to be withdrawn and the number of Preferred Shares to be withdrawn and the name of the registered Stockholder, if different from that of the person who tendered such Preferred Shares. If the Preferred Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with the signatures guaranteed by an Eligible Institution (except in the case of Preferred Shares tendered by an Eligible Institution) must be submitted prior to the release of such Preferred Shares. In addition, such notice must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Preferred Shares. Withdrawals may not be rescinded, and Preferred Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Preferred Shares may be re-tendered by again following one of the procedures described in “The Offer—Procedure for Tendering Preferred Shares” at any time prior to the Expiration Time. If your Preferred Shares are registered in the name of a broker or other Nominee Holder, you should contact such broker or other Nominee Holder to withdraw your tendered Preferred Shares.

The Fund will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and the Fund’s determination shall be final and binding. Neither the Fund, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing Stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Generally . The following is a discussion of material U.S. federal income tax consequences of the Offer to Stockholders whose Preferred Shares are tendered and accepted for payment pursuant to the Offer. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations, Internal Revenue Service (“IRS”) rulings and judicial decisions, all as currently in effect and all of which may be changed (possibly with retroactive effect) by later legislative, judicial or administrative action. The discussion does not address all aspects of U.S. federal income taxation that may be relevant to a Stockholder’s particular circumstances or to a Stockholder subject to special treatment under the U.S. federal income tax law. Examples would be financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, Stockholders holding Preferred Shares as part of a conversion transaction, as part of a hedge or hedging transaction or as a position in a straddle for tax purposes and certain U.S. expatriates. In addition, the discussion below does not consider the effect of foreign, state, local or other tax laws that may be applicable to particular holders. The discussion assumes that the Preferred Shares tendered are held as “capital assets” within the meaning of Code section 1221.

Stockholders should consult their own tax advisers as to the particular U.S. federal income tax consequences to them of participating in the Offer and the applicability and effect of state, local or foreign tax laws.

The tax treatment of a Stockholder who tenders Preferred Shares in the Offer will depend on whether such Stockholder’s receipt of cash for Preferred Shares pursuant to the Offer is treated as a sale or exchange of the Preferred Shares or instead as a distribution with respect to the Fund’s shares that are actually or constructively owned by the Stockholder.

11

Table of Contents

U.S. Holders . As used herein, the term “U.S. Holder” means any Stockholder that is, for U.S. federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, (iii) any trust the income of which is subject to U.S. federal income taxation regardless of its source or (iv) an estate the administration of which is subject to the primary supervision of a U.S. court and for which one or more U.S. persons can make all substantial decisions.

Characterization of the Dividend Distribution . A portion of the payment to the Stockholders may be designated as a dividend by the Fund. It is likely that any such designated payment will be treated as a dividend for U.S. federal income tax purposes to the extent of the earnings and profits of the Fund.

Characterization of the Sale of Preferred Shares Pursuant to the Offer. The sale of Preferred Shares by a Stockholder pursuant to the Offer will be treated as a “sale or exchange” for U.S. federal income tax purposes only if the receipt of cash upon such sale:

In determining whether any of the above three tests is satisfied, a Stockholder must take into account not only stock that it actually owns, but also stock that it constructively owns within the meaning of Code section 318. Further, contemporaneous dispositions or acquisitions of the Fund’s stock by a holder or related individuals or entities may be deemed to be part of a single integrated transaction that will be taken into account in determining whether any of the three tests has been satisfied. For this purpose the entire amount of a distribution may be treated as a dividend unless it establishes proof to the contrary.

1. Substantially Disproportionate . The purchase of Preferred Shares pursuant to the Offer by the Fund will be substantially disproportionate with respect to a holder if the percentage of the Fund’s then outstanding stock actually and constructively owned by the holder immediately after the purchase is less than 80% of the percentage of the Fund’s stock owned by the holder determined immediately before the purchase. In no event will a purchase of Preferred Shares be substantially disproportionate with respect to a holder that owns 50% or more of the Fund’s combined voting power after the conclusion of the Offer.

2. Complete Redemption . The purchase of Preferred Shares pursuant to the Offer will result in a complete redemption of a holder’s equity interest if (i) all of the Fund’s stock actually owned by the holder is sold pursuant to the Offer, (ii) all of the Fund’s stock constructively owned by the holder, is sold pursuant to the Offer or, with respect to stock owned by certain related individuals, the holder is entitled to and effectively waives, in accordance with Code section 302(c), attribution of the Fund’s stock that otherwise would be considered as constructively owned by the holder and (iii) after the Preferred Shares are sold the holder does not actually or constructively (taking into account the effect of a waiver of constructive ownership as provided in clause (ii)) own any other class of the Fund’s stock. Holders wishing to satisfy the complete redemption test through waiver of the constructive ownership rules should consult their tax advisers.

3. Not Essentially Equivalent to a Dividend . The purchase of Preferred Shares pursuant to the Offer will be treated as not essentially equivalent to a dividend if the reduction in the holder’s proportionate interest in the Fund’s stock as a result of the Fund’s purchase of Preferred Shares constitutes a “meaningful reduction” of the holder’s interest. Whether the receipt of cash by a holder who sells Preferred Shares pursuant to the Offer will result in such a meaningful reduction will depend upon the holder’s particular facts and circumstances. Generally, even a small reduction in the percentage ownership interest of a holder whose relative stock interest in a publicly held entity (such as the Fund) is minimal and who exercises no control over the entity’s business should constitute a meaningful reduction. Holders should consult their own tax advisers regarding the application of this test to their particular circumstances.

12

Table of Contents

Assuming any of the above three tests is satisfied with respect to a sale of Preferred Shares by a U.S. Holder pursuant to the Offer, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash it receives and its tax basis in the Preferred Shares sold. The gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Preferred Shares sold were held for more than one year. Capital loss can generally only be used to offset capital gain. Under current law, long-term capital gain of a U.S. individual is subject to a maximum 15% U.S. federal income tax rate.

If none of the three tests is satisfied with respect to a sale of Preferred Shares by a U.S. Holder pursuant to the Offer, the U.S. Holder will be treated as having received a distribution from the Fund with respect to the U.S. Holder’s stock in an amount equal to the cash it receives pursuant to the Offer. The distribution, in form, will likely be treated as a taxable ordinary income dividend, although it is possible that the distribution could be treated as a capital gain dividend and/or a return of capital distribution, depending, in part, on the amount of the Fund’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Current law imposes a maximum 15% U.S. federal income tax rate with respect to “qualified dividend income” of U.S. individuals. However, dividends paid by a regulated investment company will only be treated as qualified dividend income to the extent that they are attributable to dividends that the Fund receives on stock of most U.S. and certain foreign corporations, and only to the extent that the Fund and the U.S. Holder satisfy certain holding period and other restrictions. Dividends that are attributable to certain types of investment company income received from REITs, generally are not “qualified dividend income.” Thus, all or a portion of any amount that a U.S. Holder receives from the Fund in connection with the Offer that is treated as a dividend may not constitute qualified dividend income eligible for the reduced 15% U.S. federal income tax rate. Any portion of a distribution that would be classified as a dividend but for the fact that it exceeds the Fund’s current or accumulated earnings and profits will reduce the U.S. Holder’s tax basis in its Preferred Shares until that basis is brought to zero and then as gain from the sale or exchange of such Preferred Shares. Any basis of a U.S. Holder in Preferred Shares surrendered pursuant to the Offer that is not reduced as described in the preceding sentence generally will be added to its basis in its retained shares of the Fund’s stock.

Foreign Holders . As used herein, the term “Foreign Holder” means any holder other than a U.S. Holder. The following discussion does not address the U.S. federal income tax consequences to Foreign Holders that beneficially held more than 5 percent of the Fund’s stock at any time. Any such Foreign Holder should consult their own tax advisers regarding the U.S. federal income tax consequences of the Offer. Except as described below and subject to the discussion concerning backup withholding, a Foreign Holder will not be subject to U.S. federal income tax on gains realized on the sale of Preferred Shares pursuant to the Offer unless (i) the gain is effectively connected with the Foreign Holder’s conduct of trade or business within the United States and, where a tax treaty applies, is attributable to a U.S. permanent establishment of the Foreign Holder or (ii) in the case of an individual Foreign Holder, he or she is present in the United States for 183 days or more during the taxable year of the sale and certain other conditions are present.

To the extent a portion of the sales proceeds paid pursuant to the Offer is treated as a dividend, it will be subject to a 30% U.S. withholding tax, which the Fund will withhold, unless the tax is reduced by an applicable income tax treaty between the United States and the Foreign Holder’s country of residence and the Foreign Holder submits proper evidence on Form W-8BEN, or other applicable forms, that such Foreign Holder qualifies for benefits under such treaty. In lieu of the 30% withholding tax, a Foreign Holder will be subject to U.S. federal income tax on the portion, if any, of a payment that is treated as a dividend and that is effectively connected with the Foreign Holder’s conduct of a trade or business within the United States.

Foreign Holders are urged to consult their own tax advisers regarding the application of the U.S. federal income tax law.

Backup Withholding . Payments to U.S. Holders pursuant to the Offer generally will be subject to information reporting requirements. To avoid the imposition of backup withholding (see the next paragraph), a U.S. Holder should complete the IRS Form W-9 provided in the Letter of Transmittal and either (i) provide its correct taxpayer identification number (“TIN”), which, in the case of an individual U.S. Holder, is his or her Social Security number, and certain other information, or (ii) establish a basis for an exemption from backup withholding. Certain holders (including, among others, corporations, individual retirement accounts and certain foreign individuals) are exempt from these backup withholding and information reporting requirements.

13

Table of Contents

If the Fund is not provided with the correct TIN or an adequate basis for exemption, a U.S. Holder may be subject to backup withholding at a rate of 28% imposed on the gross proceeds received in the Offer (regardless of the amount of gain, or loss, the holder may realize from the proceeds). If backup withholding results in an overpayment of taxes, a refund or credit may be obtained only directly from the IRS, provided that the required information is provided to the IRS.

This tax discussion is included for general information. The tax consequences of the receipt of cash pursuant to the Offer may vary depending on, among other things, the particular circumstances of the holder. No information is provided as to the state, local or foreign tax consequences of the Offer. Holders are urged to consult their own tax advisers to determine the particular federal, state, local and foreign tax consequences to them of tendering Preferred Shares under the Offer and the effect of the constructive ownership rules mentioned above.

The Preferred Shares are not listed on an exchange or automated quotation system, Therefore, no primary trading market for the Preferred Shares has been established outside the auction and remarketing process (discussed below) and no price history is available. There may be a secondary market for the Preferred Shares; however, the Fund does not have sufficient information to establish whether there is a particular price or price history for the Preferred Shares on the secondary market.

Although the Preferred Shares are not listed on an exchange or automated quotation system, a system of periodic auctions (held every 7 days for the Series TH APS and Series F APS) and periodic remarketings (held every 49 days for the Series D RP and Series E RP) was established to provide a liquid trading market for those shares. The dividend rate payable on each series of Preferred Shares for each dividend period was designed to be set through that periodic auction or remarketing process. The provisions of the Fund’s charter governing the Preferred Shares also contemplated the possibility that an auction could fail (if there were insufficient clearing bids to purchase all of the shares that current holders wished to sell in an auction), and that a remarketing could fail (if the remarketing agent were unable to set a dividend rate that would clear the market of all of the shares that current holders wished to sell in a remarketing). When an auction or remarketing fails, the current holders retain their Preferred Shares, and the dividend rate for the next dividend period is automatically set to the maximum dividend rate permitted by the Fund’s charter.

Early in 2008, disruptions in the short-term fixed income markets resulted in failures in the periodic auctions and remarketings of the preferred shares of all closed-end investment companies, including the Preferred Shares of the Fund. The Fund and the Adviser have concluded that the preferred stock auction and remarketing processes may not provide liquidity for an extended period of time, if ever, with the result that the Fund may be required to pay the maximum dividend rates applicable to its Preferred Shares for an extended period of time. The Fund’s charter defines the maximum dividend rate differently for each type of preferred stock, as shown in the tables below. In each case the calculation is based on a combination of two factors: (1) a specified reference interest rate and (2) the lower of the credit ratings assigned to the shares by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”).

SERIES D RP AND SERIES E RP

Maximum Dividend Rate = the Applicable Percentage of the Reference Rate

Reference Rate = the composite rate for 60-day commercial paper

14

Table of Contents

At all times from their date of original issuance to the date hereof, the Preferred Shares have been rated Aaa by Moody’s and AAA by S&P. However, there is no assurance that such ratings will be maintained, and a downgrade of the Preferred Shares by either or both of those rating agencies is possible.

The terms of the Offer provide that Stockholders tendering Preferred Shares are entitled to receive all distributions accrued on the Preferred Shares on or before the Expiration Time but not yet paid.

The Fund was incorporated under the laws of the State of Maryland on November 26, 1986. The Fund commenced operations on January 21, 1987, as a closed-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The primary investment objectives of the Fund are current income and long-term growth of income. Capital appreciation is a secondary objective. The Fund’s principal executive offices are located at 200 South Wacker Drive, Suite 500, Chicago, Illinois 60606. Its telephone number is (800) 864-0629.

Available Information about the Fund. The Fund is subject to the informational requirements of the Exchange Act and the 1940 Act, and in accordance therewith files annual reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) relating to its business, financial condition and other matters. The Fund is required to disclose in such proxy statements certain information, as of particular dates, concerning the Fund’s directors and officers, their remuneration, the principal holders of the Fund’s securities and any material interest of such persons in transactions with the Fund. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549. Such reports and other information are also available on the SEC’s website ( www.sec.gov ) or on the Fund’s website at www.dnpselectincome.com.

Except as otherwise stated in the Offer, the information concerning the Fund contained herein has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available.

Agreements Involving the Fund. The Fund has an investment advisory agreement (the “Advisory Agreement”) with Duff & Phelps Investment Management Co. to provide professional investment management

15

Table of Contents

services for the Fund and has an administration agreement (the “Administration Agreement”) with J.J.B. Hilliard, W.L. Lyons, LLC to provide administrative services for the Fund. The Fund’s custodian is The Bank of New York Mellon. The Fund has a remarketing agreement (the “Remarketing Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as remarketing agent for the Fund’s remarketed preferred stock. The Remarketing Agreement provides for the Fund to pay a remarketing fee at an annual rate of 0.25% of the aggregate liquidation preference of the outstanding shares of Series D RP and Series E RP. In light of the ongoing remarketing failures, that fee is currently being paid at a reduced annual rate of 0.15% by mutual agreement of the parties. The Fund has an Auction Agency Agreement (the “Auction Agency Agreement”) with The Bank of New York Mellon to act as auction agent for the Fund’s auction preferred stock. The Auction Agency Agreement provides for the auction agent to contract on the Fund’s behalf with broker-dealers who participate in auctions and to pay them a broker-dealer fee at an annual rate of 0.25% of the aggregate liquidation preference of the outstanding shares of Series TH APS and Series F APS. In light of the ongoing auction failures, that fee is currently being paid at a reduced annual rate of 0.15% by mutual agreement of the parties.

In the event more Preferred Shares are validly tendered, and not validly withdrawn, pursuant to the Offer than the Maximum Tender Amount (“Excess Tendered Shares”), the Fund will accept validly tendered, and not validly withdrawn, shares for purchase on a pro-rata basis in accordance with the following procedure.

16

Table of Contents

The Fund does not currently intend to amend this Offer to increase the Maximum Tender Amount in the event more Preferred Shares are validly tendered, and not validly withdrawn, pursuant to the Offer than the Maximum Tender Amount, although the Fund reserves the right to do so in its sole discretion. If we do so, the preceding provisions will apply to the increased Maximum Tender Amount.

The Fund is required by law to pay for tendered Preferred Shares it accepts for payment promptly after the Expiration Time. Because the Fund will not know until the Expiration Time how many Preferred Shares of each series will be tendered and accepted for payment, the Fund will not know until the Expiration Time the aggregate Tender Offer Consideration payable by the Fund, except that such amount will not exceed $192,000,000 (96% of the Maximum Tender Amount of $200,000,000).

The Fund intends to use borrowings under its existing committed credit facility (the “Credit Facility”) with BNP Paribas Prime Brokerage, Inc. (the “Lender”) to pay the Tender Offer Consideration. On March 6, 2009, the Fund established the Credit Facility, which allows the Fund to borrow cash from the Lender, up to a limit of $1 billion for the purpose of redeeming or repurchasing Preferred Shares. Borrowings under the Credit Facility are collateralized by certain assets of the Fund (the “Hypothecated Securities”). Interest is charged at 3-month LIBOR (London Inter-bank Offered Rate) plus an additional percentage rate on the amount borrowed and on the undrawn balance (the commitment fee). The Fund also incurred a one-time arrangement fee that was paid in six equal installments based on a percentage of the total borrowing limit. The Lender has the ability to terminate the Credit Facility upon 180-days’ notice or following an event of default. For the year ended December 31, 2011, the average daily borrowings under the Credit Facility and the weighted daily average interest rate were $600,000,000 and 1.44%, respectively. As of December 31, 2011, the amount of such outstanding borrowings was $600,000,000. The interest rate applicable to the borrowing on December 31, 2011 was 1.68%. The Lender has the ability to borrow the Hypothecated Securities (“Rehypothecated Securities”). The Fund is entitled to receive a fee from the Lender in connection with any borrowing of Rehypothecated Securities. The Fund can recall any Rehypothecated Security at any time and if the Lender fails to return it (or an equivalent security) in a timely fashion, the Lender will be liable to the Fund for the ultimate delivery of such security and certain costs associated with delayed delivery. In the event the Lender does not return the security or an equivalent security, the Fund will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such Rehypothecated Securities against any amounts owed to the Lender under the Credit Facility. At December 31, 2011, Hypothecated Securities under the Credit Facility had a market value of $1,377,171,566 and Rehypothecated Securities had a market value of $563,954,573. The Fund does not have any current plans to finance or repay the Credit Facility.

The Fund’s ability to enter into borrowings, under the Credit Facility or otherwise, is subject to compliance with certain guidelines established by Moody’s and S&P in connection with granting the Fund the highest rating for its Preferred Shares. The Moody’s guidelines currently provide that the Fund may not issue senior securities representing indebtedness, as defined in the 1940 Act, unless advised by Moody’s that such borrowings would not adversely affect Moody’s then-current rating of the Preferred Shares. The S&P guidelines currently provide that the Fund will limit the aggregate amount of its borrowings to 10% of the value of its total assets and will not incur any borrowings, unless advised by S&P that such borrowings would not adversely affect S&P’s then-current rating of the Preferred Shares. The funding of the Tender Offer Consideration through borrowings under the Credit Facility will comply with the Moody’s and S&P guidelines.

Currently, the Fund’s charter requires the Fund to comply with each rating agency’s guidelines, unless the Fund receives written confirmation from the relevant rating agency that a proposed noncompliance will not adversely affect its then-current rating of the Preferred Shares. The Board has recommended that the Fund’s shareholders approve amendments to the Fund’s charter that would permit the Fund to deviate from a rating agency’s guidelines, after receiving written advice from the rating agency as to the effect such noncompliance would have on its then-current rating of the Preferred Shares, if the Board determines, by a 75% vote, that, taking into account the pertinent facts and circumstances, such noncompliance is in the best interests of the Fund. In order to be

17

Table of Contents

adopted, the proposed charter amendments must be approved by the holders of a majority of the Fund’s outstanding securities (as defined in the 1940 Act), and by the holders of two thirds of the outstanding Preferred Shares, voting as a separate class. The Fund cannot predict whether the proposed charter amendments will be approved by its shareholders. The completion of the Offer is not dependent on shareholder approval of the proposed charter amendments, although such approval may enhance the Fund’s ability to make additional tender offers in the future.

The Fund will utilize its existing cash resources to pay Accrued Dividends on the Preferred Shares accepted for purchase pursuant to the Offer, as well as the fees and expenses of the Offer.

The business address of the Board and executive officers of the Fund is c/o Duff & Phelps Investment Management Co., 200 South Wacker Drive, Suite 500, Chicago, Illinois 60606. As of the date hereof, members of the Board and the executive officers of the Fund do not beneficially own any Preferred Shares.

Based upon the Fund’s records and upon information provided to the Fund by the members of the Board and its executive officers, neither the Fund nor, to the best of each Fund’s knowledge, any of the members of the Board or executive officers of the Fund, has effected any transactions in the Preferred Shares, during the 60-day period prior to the date hereof.

To the best of the Fund’s knowledge, no officer, member of the Board or affiliate of the Fund owns any Preferred Shares and none of the Fund’s officers, Board members or affiliates intends to tender Preferred Shares, if any, held of record or beneficially by such person for purchase pursuant to the Offer.

Except as set forth in this Offer to Purchase, to the best of the Fund’s knowledge, the Fund knows of no agreement, arrangement or understanding, contingent or otherwise or whether or not legally enforceable, between (a) the Fund, any of the Fund’s executive officers or members of the Board, any person controlling the Fund or any executive officer, trustee or director of any corporation or other person ultimately in control of the Fund and (b) any person with respect to any securities of the Fund (including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

Purchase Price in the Offer is Less than Liquidation Preference . For each of the Series D RP, the Series E RP, the Series TH APS and the Series F APS, the Tender Offer Consideration applicable to such series reflects a 4% discount to the applicable liquidation preference per share. For the Series D RP and the Series E RP, the 4% discount to the liquidation preference of $100,000 per Series D RP share and Series E RP share, respectively, results in a discount in the amount of $4,000 per share. For the Series TH APS and the Series F APS, the 4% discount to the liquidation preference of $25,000 per Series TH APS share and Series F APS Share, respectively, results in a discount in the amount of $1,000 per share. As a result, Stockholders who tender their shares for purchase by the Fund pursuant to the Offer will realize less than they are entitled to receive should the Fund ever liquidate. In addition, in the event the Fund were to effect a redemption of any series of the Preferred Shares pursuant to the provisions of the Fund’s charter applicable to such series, the Fund would be required to pay a redemption price equal to 100% of the liquidation preference of the Preferred Shares to be redeemed (plus an amount equal to cash dividends thereon (whether or not earned or declared) accumulated but unpaid to the date fixed for redemption). The Fund may consider in the future, based upon circumstances existing at such time, what action, if any, to take with respect to any Preferred Shares that remain outstanding after the Offer, including a redemption of such Preferred Shares. The Fund, however, does not currently intend to redeem any Preferred Shares that remain outstanding after the Settlement Date.

Lack of Market for Preferred Shares . The actual number of Preferred Shares outstanding subsequent to completion of the Offer will depend on the number of Preferred Shares tendered and purchased in the Offer. Any

18

Table of Contents

Preferred Shares not tendered pursuant to this Offer, as well as any tendered Preferred Shares that are not accepted for purchase by the Fund upon the terms and conditions of the Offer, will remain outstanding. The Series TH APS and Series F are perpetual preferred shares and will remain issued and outstanding until repurchased or redeemed by the Fund. The Series D RP are subject to mandatory redemption on December 22, 2021 and the Series E RP are subject to mandatory redemption on December 11, 2024. Although it has no current plan to do so, if the Fund were to redeem the Preferred Shares in accordance with their terms, it would be required to pay the full liquidation preference of $100,000 per share with respect to the Series D RP and the Series E RP and $25,000 per share with respect to the Series TH APS and Series F APS, plus an amount equal to dividends thereon (whether or not earned or declared) accumulated but unpaid to the date fixed for redemption. As mentioned previously, there have not been sufficient clearing bids in recent remarketings and auctions to effect transfers of the Preferred Shares and there is no guarantee that the remarketings and auctions will ever provide liquidity for the Preferred Shares in the future. In making any decision as to whether to effect a redemption of any Preferred Shares remaining outstanding following the consummation of the Offer, the Fund will take into account the particular facts and circumstances that may then exist, including its then current financial position and liquidity, the market for the investments held by the Fund, the dividend rate on the Preferred Shares and such other factors as the Fund deems relevant.

Preferred Shares the Fund acquires pursuant to the Offer will be canceled and returned to the status of authorized but unissued shares of preferred stock of the Fund and will be available for the Fund to issue without further action by the stockholders of the Fund (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the common stock of the Fund may then be listed) for purposes including, without limitation, the raising of additional capital for use in the Fund’s business.

Tax Consequences of Purchase to Stockholders . The Fund’s purchase of tendered Preferred Shares pursuant to the Offer will have tax consequences for tendering Stockholders and may have tax consequences for non-tendering Stockholders. See “The Offer—Certain U.S. Federal Income Tax Consequences.”

Effect on Net Asset Value of Common Stock. Stockholders should note that the Offer is expected to result in accretion to the net asset value of the shares of common stock of the Fund (“Common Stock”) following the Offer, due to the fact that the Tender Offer Consideration represents a 4% discount to the liquidation preference of each series of the Preferred Shares, which is the amount a Stockholder would be entitled to receive, after payment of the Fund’s liabilities, in the event of a liquidation of the Fund (to the extent assets are available). In addition, the price to be paid in the Offer represents a discount to the amount that would be payable upon a redemption of each series of Preferred Shares pursuant to the terms of the Fund’s charter governing such series.

Cost of Leverage Could Increase . In deciding to authorize the Offer, the Board considered that the overall cost to the Fund of increased borrowings under the Credit Facility, combined with the cost of the Preferred Shares that remain outstanding following the Expiration Time (taking into account any expected increase in dividend rates), would be comparable to or lower than the cost of maintaining the current number of Preferred Shares outstanding. However, future movements in interest rates are unpredictable, and there is thus no guarantee that the actual costs of the Fund’s additional borrowings, or the cost of any Preferred Shares that remain outstanding, will be in line with expectations. Changes in interest rates or changes in the ratings of the Preferred Shares, or both, could result in higher overall leverage costs for the Fund.

The Amount of Allowable Leverage under the 1940 Act Could Decrease . Under the 1940 Act, the Fund must maintain different amounts of “asset coverage” depending on the type of leverage it employs. For example, the Fund is not permitted to issue preferred stock unless immediately after such issuance the value of the Fund’s total assets, less all liabilities and indebtedness not represented by senior securities, is at least 200% of the aggregate amount of senior securities representing indebtedness plus the aggregate of the liquidation preference of the Fund’s preferred stock. By contrast, the Fund is not permitted to enter into any borrowings that constitute a senior security unless immediately after such borrowings the value of the Fund’s total assets, less all liabilities and indebtedness not represented by senior securities, is at least 300% of the aggregate amount of senior securities representing indebtedness. Currently, the Fund’s leverage consists of $600,000,000 in outstanding borrowings under the Credit Facility and $400,000,000 in aggregate liquidation preference of outstanding Preferred Shares. To the extent that the Fund increases its borrowings under the Credit Facility in order to purchase Preferred Shares, the Fund’s asset coverage requirements will increase. At this time, the Fund does not anticipate that the amount of leverage

19

Table of Contents

outstanding will be reduced as a result of the Offer. However, if at some future date the Fund were unable to maintain the required asset coverage on its outstanding borrowings, it could be required to deleverage and sell a portion of its investments at a time when it might be disadvantageous to do so.

Other Risks Associated with Debt Leverage. The rights of the Lender under the Credit Facility are senior to the rights of the Funds’ common and preferred shareholders. In addition, debt leverage does not have the same long-term character as the Preferred Shares. The Series TH APS and Series F APS are perpetual, and not subject to mandatory redemption by the Fund (so long as the required 1940 Act asset coverage is maintained). The Series D RP and Series E RP are mandatorily redeemable by the Fund, but not until December 22, 2021 and December 11, 2024, respectively. By contrast, the Credit Facility can be terminated by the Lender upon 180 days’ notice. There can be no assurance that the Fund would be able to replace its Credit Facility with another form of leverage if the Lender were to give a 180-day notice of termination. If the Fund were unable to replace the Credit Facility after receiving a 180-day notice of termination from the Lender, it could be required to deleverage and sell a portion of its investments at a time when it might be disadvantageous to do so.

The Fund issued the Preferred Shares for purposes of investment leverage to augment the amount of investment capital available for use in the pursuit of its investment objectives. Through the use of leverage, the Fund, similar to other closed-end investment companies, seeks to enhance the distributions and investment return available over time to its common stockholders by earning a rate of portfolio return (which includes the return related to investments made with the proceeds from leverage) that exceeds the leverage costs, typically over the long term.

Beginning in mid-February 2008, the auctions and remarketings for the Preferred Shares have experienced successive failures as a result of general dislocations affecting the auction rate securities markets. It is impossible to predict how long this imbalance will last, but it could continue indefinitely. A failed auction or remarketing is not an event of default for the Fund, but it has resulted in a lack of liquidity for the holders of Preferred Shares. The Fund also believes that no well-established secondary market for the Preferred Shares exists today.

In light of the persistent auction and remarketing failures, the Fund has sought ways to provide additional liquidity to the holders of its Preferred Shares, but has also been consistent in stating that any action taken to provide such liquidity (1) should not materially disadvantage the Fund’s common stockholders and their ability to benefit from leverage, (2) should be long-term in nature and (3) should not encumber the investment process or reduce the pool of available investment alternatives for the Fund. In 2009, the Fund redeemed $600,000,000 in aggregate liquidation preference of preferred stock, replacing that portion of its preferred stock leverage with borrowings under the Credit Facility.

The Fund is now conducting the Offer to offer liquidity to holders of an additional $200,000,000 in liquidation preference of Preferred Shares.

The Fund has issued Preferred Shares, which are currently rated by Moody’s and S&P, nationally recognized statistical rating organizations, which issue ratings for various securities reflecting the perceived creditworthiness of those securities. Each of the foregoing rating organizations has established guidelines in connection with granting the Fund the highest rating for its Preferred Shares. The rating agency guidelines relate to, among other things, the composition of the Fund’s portfolio, as well as restrictions on borrowing and the use of certain investment techniques by the Fund. Currently, the Fund’s charter requires the Fund to comply with each rating agency’s guidelines, unless the Fund receives written confirmation from the relevant rating agency that a proposed noncompliance will not adversely affect its then-current rating of the Preferred Shares. The Board of the Fund has recommended that the Fund’s shareholders approve an amendment to the Fund’s charter that would permit the Fund to deviate from a rating agency’s guidelines, after receiving written advice from the rating agency as to the effect such noncompliance would have on its then-current rating of the Preferred Shares, if the Board determines, by a 75% vote, that, taking into account the pertinent facts and circumstances, such noncompliance is in the best interests of the Fund. In order to be adopted, the proposed charter amendment must be approved by the holders of a majority of the Fund’s outstanding securities (as defined in the 1940 Act), and by the holders of two thirds of the outstanding Preferred Shares, voting as a separate class. The Fund cannot predict whether the proposed charter amendment will be approved by the Fund’s shareholders.

20

Table of Contents

None of the Fund, the Board or the Adviser makes any recommendation to any Stockholder as to whether to tender or refrain from tendering any or all of such Stockholder’s Preferred Shares and has not authorized any person to make any such recommendation. Stockholders are urged to evaluate carefully all information about the Offer, consult their own investment and tax advisors and make their own decisions whether to tender Preferred Shares and, if so, how many Preferred Shares to tender.

Notwithstanding any other provision of the Offer and in addition to (and not in limitation of) the Fund’s rights to terminate, extend and/or amend the Offer in its sole discretion, the Fund shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Preferred Shares pursuant to the Offer, in each event subject to Rule 14e-l(c) under the Exchange Act, and may terminate the Offer, if any of the following has occurred (the “Conditions”):

21

Table of Contents

The foregoing Conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction by the Fund) and may be waived by the Fund with respect to any or all Preferred Shares subject to the Offer, in whole or in part, at any time and from time to time, in the sole discretion of the Fund.

In order to facilitate the Offer and any remarketings and auctions for Preferred Shares that may remain outstanding after the Offer is completed, if you own Preferred Shares through a broker or other Nominee Holder, when your broker or other Nominee Holder tenders your Preferred Shares on your behalf, your broker or other Nominee Holder will be required to provide the Depositary additional contact information for its Auction or Remarketing Department, or whoever at your broker or other Nominee Holder submits auction or remarketing instructions for the Preferred Shares on its behalf. If your broker or other Nominee Holder is unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.

The Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Preferred Shares tendered, it will, to the extent necessary, extend the period of time during which its Offer is open as provided in the section “The Offer—Extension of Tender Period; Termination; Amendment” of this Offer to Purchase. Moreover, in the event any of the foregoing conditions are modified or waived in whole or in part at any time, each Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend its Offer period as provided in the section “The Offer—Extension of Tender Period; Termination; Amendment” of this Offer to Purchase.

Under its current investment policies, the Fund is permitted to utilize swap and swaption transactions. Because the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and implementing regulations of the Commodity Futures Trading Commission and the SEC will subject certain derivatives transactions to a mandatory clearing requirement, the Board has recommended that the Fund’s shareholders approve amendments to the Fund’s fundamental investment restrictions that will confirm the Fund’s ability to enter into cleared swap and cleared security-based swap transactions. In order to be adopted, the proposed amendments must be approved by the holders of a majority of the Fund’s outstanding securities (as defined in the 1940 Act), and by the holders of a similar proportion of the outstanding Preferred Shares, voting as a separate class. The Fund cannot predict whether the proposed amendments will be approved by its shareholders.

On March 16, 2012, the Fund filed a registration statement with the SEC relating to the potential offering of additional shares of Common Stock pursuant to a potential rights offering. The registration statement contemplates that the Fund will issue to holders of Common Stock rights to acquire newly issued shares of Common Stock based on the number of shares of Common Stock they own on a record date to be specified. There is no guarantee that the Fund will proceed with the potential rights offering. The definitive terms and timing of any such rights offering will be determined by the Board (or by its Executive Committee under delegated authority) and the Fund may not proceed with any such rights offering until the registration statement filed with the SEC is effective.

Except to the extent described herein, none of the Fund, the Adviser, nor the Board has any plans or proposals, and have not engaged in any negotiations, that relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business, except as resulting from the Offer, any other tender offer that may be contemplated in the future, or otherwise set forth herein); or any other material changes in the Fund’s structure or business (including any plans or proposals to make any changes in its investment policies for which a vote would be required by Section 13 of the Exchange Act).

Except to the extent described herein, none of the Fund, the Board or the Adviser has any plans or proposals that would relate to any material change in the present dividend rate or policy, or indebtedness or

22

Table of Contents

capitalization of the Fund (except as resulting from the Offer, any other tender offer that may be contemplated in the future, or as otherwise set forth herein); any change in the present Board or in the management of the Fund including, but not limited to, any plans or proposals to change the number or the term of the directors, or to fill any existing vacancy on the Board or to change any material term of the Investment Advisory Agreement or the Administration Agreement; a class of the Fund’s equity securities being delisted from a national securities exchange or de-authorized to be quoted in an automated quotations system operated by a national securities association; any class of the Fund’s securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; a suspension of the Fund’s reporting requirements under Section 15(d) of the Exchange Act; the acquisition by any person of additional securities of the Fund (other than the Fund’s intention to accept Preferred Shares in consideration for cash pursuant to the Offer), or the disposition of securities of the Fund (other than those tendered Preferred Shares which are accepted by the Fund and retired pursuant to this Offer); or any changes in the governing instruments or other actions that could impede the acquisition of control of the Fund.

The Fund is not aware of any governmental license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Preferred Shares as contemplated by the Offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Fund’s acquisition or ownership of Preferred Shares as contemplated by the Offer. Should any such approval or other action be required, the Fund currently contemplates that it will seek such approval or other action will be sought. The Fund cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Preferred Shares tendered in response to the Offer, pending the outcome of any such matters. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligation to accept for payment and pay for Preferred Shares under the Offer is subject to various conditions. See “The Offer—Conditions to the Offer.”

The Fund has retained AST Fund Solutions, LLC to act as the Information Agent and The Bank of New York Mellon to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Preferred Shares by mail, telephone, telex, email, telegraph and personal interviews and may request brokers, dealers, banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the federal securities laws.

The Fund will not pay any fees or commissions to any broker or other Nominee Holder or other person (other than the Information Agent and Depositary) for soliciting tenders of Preferred Shares pursuant to the Offer. Brokers and other Nominee Holders will, upon request, be reimbursed by the Fund for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. No such broker or other Nominee Holder has been authorized to act as the agent of the Fund, the Adviser, the Information Agent, or the Depositary for purposes of the Offer.

The Offer is not being made to, nor will tenders be accepted from, or on behalf of, Stockholders in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, in our discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Preferred Shares in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Fund not contained in the Offer Documents and, if given or made, such information or representation must not be relied upon as having been authorized.

23

Table of Contents

We have filed with the SEC a Tender Offer Statement on Schedule TO, together with exhibits, pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to each Offer. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the offices of the SEC in the manner set forth in “The Offer—Certain Information Concerning the Fund” of the Offer to Purchase (except that such information will not be available at the regional offices of the SEC).

DNP SELECT INCOME FUND INC.

May 3, 2012

24

Table of Contents

Any required documents should be sent to the Depositary at the address set forth below. If you have questions or need additional copies of the Offer to Purchase or the Letter of Transmittal, you can contact the Information Agent at its address or relevant telephone number set forth below. You may also contact your broker or other Nominee Holder for assistance concerning the Offer.

The Depositary for the Offer is:

THE BANK OF NEW YORK MELLON

Delivery By First Class Mail, By Registered, Certified or Express Mail, By Overnight Courier, and By Hand Should Be

Directed To:

Attn: Corporate Trust Administration – Reorg Unit

101 Barclay Street, Floor 7 East

New York, New York 10286

(212) 815-5788

The Information Agent for the Offer is:

AST FUND SOLUTIONS, LLC

110 Wall Street

5 ^th Floor

New York NY 10005

(212) 400-2605

E-mail: wantler@astfundsolutions.com

Exhibit (a)(1)(ii)

DNP SELECT INCOME FUND INC.

LETTER OF TRANSMITTAL

to Tender

Remarketed Preferred Stock, Series D (Cusip No. 23325P 50 0)

Remarketed Preferred Stock, Series E (Cusip No. 23325P 60 9)

Auction Preferred Stock, Series TH (Cusip No. 23325P 85 6)

and

Auction Preferred Stock, Series F (Cusip No. 23325P 87 2)

Pursuant to the Offer to Purchase dated May 3, 2012

The Depositary for the Offer is:

THE BANK OF NEW YORK MELLON

Delivery By First Class Mail, By Registered, Certified or Express Mail, By Overnight Courier, and By Hand Should

Be Directed To:

Attn: Corporate Trust Administration – Reorg Unit

101 Barclay Street, Floor 7 East

New York, New York 10286

(212) 815-5788

The Information Agent for the Offer is:

AST FUND SOLUTIONS, LLC

110 Wall Street

5 ^th Floor

New York NY 10005

(212) 400-2605

E-mail: wantler@astfundsolutions.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FAX NUMBER OTHER THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF HOLDERS.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal relates to the offer by DNP Select Income Fund Inc. (the “Fund”) to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses)

(the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal”).

Capitalized terms used herein but not defined herein have the meaning given to them in the Offer to Purchase.

PREFERRED STOCK, DESIGNATED REMARKETED PREFERRED STOCK, SERIES D

 

DESCRIPTION OF SERIES D RP TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Shares of Series D RP Tendered*
		1    ¨   All   2    ¨   Partial:
* Unless otherwise indicated, it will be assumed that all shares of Series D RP owned by the registered holder listed above are being tendered.

PREFERRED STOCK, DESIGNATED REMARKETED PREFERRED STOCK, SERIES E

 

DESCRIPTION OF SERIES E RP TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Shares of Series E RP Tendered*
		1    ¨   All   2    ¨   Partial:
* Unless otherwise indicated, it will be assumed that all shares of Series E RP owned by the registered holder listed above are being tendered.

PREFERRED STOCK, DESIGNATED AUCTION PREFERRED STOCK, SERIES TH

 

DESCRIPTION OF SERIES TH APS TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Shares of Series TH APS Tendered*
		1    ¨   All   2    ¨   Partial:
* Unless otherwise indicated, it will be assumed that all shares of Series TH APS owned by the registered holder listed above are being tendered.

---

PREFERRED STOCK, DESIGNATED AUCTION PREFERRED STOCK, SERIES F

 

DESCRIPTION OF SERIES TH APS TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Shares of Series F APS Tendered*
		1    ¨   All   2    ¨   Partial:
* Unless otherwise indicated, it will be assumed that all shares of Series F APS owned by the registered holder listed above are being tendered.

If you wish to tender all or any part of your Preferred Shares, you should either:

 

•

tender your Preferred Shares pursuant to the procedure for book-entry tender set forth in Section 4 of the Offer to Purchase; or

 

•

request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Preferred Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact such person if you desire to tender your Preferred Shares.

Questions and requests for assistance or for additional copies of this Letter of Transmittal or the Offer to Purchase may be directed to AST Fund Solutions, LLC at its address or telephone number set forth on the first page of this Letter of Transmittal.

---

ADDITIONAL INFORMATION REGARDING TENDERED PREFERRED SHARES

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

The following must be completed in connection with the tendering of Preferred Shares by delivery by book-entry transfer made to the account maintained by the Depositary with the Book-Entry Transfer Facility:

Name of Tendering Institution:                                                                                                                                                             

Account Number:                                                                                                                                                                                   

Transaction Code Number:                                                                                                                                                                    

Contact Person of Tendering Institution:                                                                                                                                               

Email Address of Contact Person:                                                                                                                                                         

Broker-Dealer who submits instructions to the remarketing agent or auction agent or on your behalf:                                            

 

 

 

Name(s) of Tendering Stockholder(s) of Preferred Shares:                                                                                                                 

 

 

---

Ladies and Gentlemen:

The undersigned hereby tenders to DNP Select Income Fund Inc., a Maryland corporation (the “Fund”), the Preferred Shares indicated in the table above entitled, “Description of Series D RP Tendered”, the table above entitled, “Description of Series E RP Tendered”, the table above entitled, “Description of Series TH APS Tendered” and/or the table above entitled, “Description of Series F APS Tendered”, pursuant to the Fund’s offer to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated May 3, 2012, receipt of which is hereby acknowledged, and this Letter of Transmittal (which together constitute the “Offer Documents”).

Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Preferred Shares tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Preferred Shares that is being tendered hereby, waives and all other rights with respect to the Preferred Shares tendered and appoints The Bank of New York Mellon (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Depositary also acts as the agent of the Fund) with respect to such Preferred Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

 

(i)

Transfer ownership of such Preferred Shares on the account books maintained by the Book-Entry Transfer Facility (as defined in the Offer to Purchase), as applicable, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Fund;

 

(ii)

Present such Preferred Shares for transfer on our books; and

 

(iii)

Receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned hereby covenants, represents and warrants to the Fund that:

 

(i)

The undersigned has full power and authority to tender, sell, assign and transfer the Preferred Shares tendered hereby and that when and to the extent the same are accepted for payment by the Fund, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interest, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Preferred Shares and not subject to any adverse claims;

 

(ii)

The undersigned understands that tenders of Preferred Shares pursuant to any of the procedures described in Section 4 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (a) the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), in the Preferred Shares or equivalent securities at least equal to the Preferred Shares being tendered, and (b) the tender of Preferred Shares complies with Rule 14e-4;

 

(iii)

The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the Preferred Shares tendered hereby; and

 

(iv)

The undersigned has read, understands and agrees to all the terms of the Offer.

---

All authority herein conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

All Preferred Shares validly tendered on or before the expiration date and not properly withdrawn will be purchased, subject to the terms and conditions of the Offer (including, without limitation, the Maximum Tender Amount of $200,000,000). If any tendered Preferred Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, such Preferred Shares will be returned without expense to the holder of Preferred Shares in accordance with the terms and conditions described in the Offer to Purchase.

The purchase price will be (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP (the “Series D RP Consideration”), (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP (the “Series E RP Consideration”), (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS (the “Series TH APS Consideration”), and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS (the “Series F APS Consideration” and, together with the Series D RP Consideration, the Series E RP Consideration and the Series TH APS Consideration, the “Tender Offer Consideration”), in each case plus Accrued Dividends.

The undersigned understands that tenders of Preferred Shares pursuant to any one of the procedures described in the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The undersigned acknowledges that under no circumstances will the Fund pay interest on the purchase price, including, without limitation, by reason of any delay in making payment.

The Fund is not required to accept for purchase any Preferred Shares tendered after the Expiration Time. The Expiration Time may be extended, as described in the Offer to Purchase.

The undersigned recognizes that under the circumstances set forth in the Offer to Purchase, the Fund may terminate or amend the Offer; may postpone the acceptance for payment of, or the payment for, Preferred Shares tendered; or may accept for payment fewer than all of the Preferred Shares tendered.

In consideration for the purchase of Preferred Shares pursuant to the Offer, the undersigned hereby waives, releases, forever discharges and agrees not to sue the Fund or its former, current or future directors, officers, employees, agents, subsidiaries, affiliates, stockholders, predecessors, successors, assigns or other representatives as to any and all claims, demands, causes of action and liabilities of any kind and under any theory whatsoever, whether known or unknown (excluding any liability arising under U.S. federal securities laws in connection with the Offer), by reason of any act, omission, transaction or occurrence, that the undersigned ever had, now has or hereafter may have against the Fund as a result of or in any manner related to the undersigned’s purchase, ownership or disposition of the Preferred Shares pursuant to the Offer or any decline in the value thereof. Without limiting the generality or effect of the foregoing, upon the purchase of Preferred Shares pursuant to the Offer, the Fund shall obtain all rights relating to the undersigned’s ownership of Preferred Shares (including, without limitation, the right to all interest payable on the Preferred Shares) and any and all claims relating thereto.

A wire will be sent to the account at the Book-Entry Transfer Facility for the purchase price of any Preferred Shares purchased.

---

PLEASE COMPLETE AND SIGN BELOW

(Please also complete and return the Form W-9 below)

 

		(Signature(s) of Owners)
		Dated:
		Name(s):

		(Please Type or Print)
		Capacity (full title and location signed):
		Address:
		(Include Zip Code)
		Area Code and Telephone Number:
		(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and location of signing and see Instruction 1.)
		Guarantee Of Signature(s)
		(See Instructions 1 and 2)
		Authorized Signature:
		Name:
		Title:
		(Please Type or Print)
		Name of Firm:
		Address:
		(Include Zip Code)
		Area Code and Telephone No.:
		Dated:

---

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1.             S ignatures on Letter of Transmittal, Instruments of Transfer and Endorsements. If this Letter of Transmittal is signed by the registered Stockholder(s) of the Preferred Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Preferred Shares tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Preferred Shares.

If any of the Preferred Shares tendered hereby are registered in the name of two or more Stockholders, all such Stockholders must sign this Letter of Transmittal. If any of the Preferred Shares tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

If this Letter of Transmittal or any Preferred Shares or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Fund of such person’s authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered Stockholder(s) of the Preferred Shares tendered hereby, no endorsements of Preferred Shares or separate instruments of transfer are required unless payment is to be made, or Preferred Shares not tendered or purchased are to be issued, to a person other than the registered Stockholder(s), in which case signatures on such Preferred Shares or instruments of transfer must be guaranteed by a Medallion Signature Guarantor.

Unless this Letter of Transmittal is signed by the registered Stockholder(s) of the Preferred Shares tendered hereby (or by a participant in DTC whose name appears on a security position listing as the owner of such Preferred Shares), such Preferred Shares must be endorsed or accompanied by appropriate instruments of transfer and each such endorsement or instrument of transfer must be signed exactly as the name or names of the registered Stockholder(s) appear on the Preferred Shares (or as the name of such participant appears on a security position listing as the owner of such Preferred Shares); signatures on each such endorsement or instrument of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution (as defined below).

2.             Signature Guarantees. Signatures on this Letter of Transmittal must be guaranteed by a firm that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (generally a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office in the United States) (an “Eligible Institution”), unless (a) the Letter of Transmittal is signed by the registered Stockholder of the Preferred Shares tendered therewith (or by a participant in DTC whose name appears on a security position listing it as the owner of such Preferred Shares) and payment of the Tender Offer Consideration is to be made, or if any Preferred Shares for principal amounts not rendered or not accepted for purchase are to be issued, directly to such Stockholder (or, if tendered by a participant in DTC, any Preferred Shares for principal amounts not tendered or not accepted for purchase are to be credited to such participant’s account at DTC).

3.             Delivery of Preferred Shares . Delivery of Preferred Shares is to be made by book-entry delivery pursuant to the procedures set forth in the Offer to Purchase; an Agent’s Message (as defined in the Offer to Purchase) should be utilized. A confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of all Preferred Shares delivered electronically, as well as an Agent’s Message, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth on the front page of this Letter of Transmittal by the Expiration Time (as defined in the Offer to Purchase).

---

The method of delivery of any documents is at the option and risk of the tendering Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional Preferred Shares will be purchased. By executing this Letter of Transmittal, the tendering Stockholder waives any right to receive any notice of the acceptance for payment of the Preferred Shares.

4.             Partial Tenders . If any tendered Preferred Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any tendered Preferred Shares are not accepted because of an invalid tender, or if any tendered Preferred Shares are properly withdrawn, Preferred Shares will be returned to the appropriate account at the Book-Entry Transfer Facility without charge by the Fund to the tendering Stockholder, as soon as practicable following expiration or termination of the Offer or the proper withdrawal of the Preferred Shares.

5.             Stock Transfer Taxes . The Fund will pay any stock transfer taxes with respect to the sale and transfer of any Preferred Shares to it or its order pursuant to the Offer. If, however, a transfer tax is imposed for any reason other than the sale or transfer of Preferred Shares to the Fund pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered Stockholder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

6.             Form W-9 . Notice Pursuant to IRS Circular 230. Any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each Stockholder is encouraged to seek advice based on its particular circumstances from an independent tax advisor. Under the federal income tax law, the Depositary will be required to withhold 28% of the gross proceeds otherwise payable to certain Stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering Stockholder, and, if applicable, each other payee, must provide the Depositary with such Stockholder’s or payee’s correct taxpayer identification number and certify that such Stockholder or payee is not subject to such backup withholding by completing the Form W-9. In general, if a Stockholder or payee is an individual, the taxpayer identification number is the Social Security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the Stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. A false statement made on the Form W-9 without any reasonable basis will be subject to a $500 penalty, and the willful falsification of certifications or affirmations may be subject to criminal penalties, including fines and/or imprisonment. Certain Stockholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Form W-9 if Preferred Shares is held in more than one name), consult the General Instructions on Form W-9.

An individual or certain other non-corporate Stockholder’s failure to complete the Form W-9 will not, by itself, cause its Preferred Shares to be deemed invalidly tendered but, as noted above, will require the Depositary to withhold 28% of the gross proceeds otherwise payable to the Stockholder pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE GENERAL INSTRUCTIONS ON FORM W-9.

---

7.             Requests for Assistance or Additional Copies. If a Stockholder has questions about the Offer or procedures for accepting the Offer, the Stockholder should call the Information Agent at its telephone numbers set forth on the last page of this Letter of Transmittal. If a Stockholder would like additional copies of the Offer to Purchase or this Letter of Transmittal, the Stockholder should call the Information Agent at its telephone numbers set forth on the last page of this Letter of Transmittal.

8.             Irregularities. All determinations as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered Preferred Shares pursuant to any of the procedures described above will be made by the Fund in its sole discretion (whose determination shall be final and binding). The Fund expressly reserves the absolute right, in its sole discretion, subject to applicable law, to reject any or all tenders of any Preferred Shares determined by it not to be in proper form or if the acceptance for payment of, or payment for, such Preferred Shares may, in the opinion of counsel to the Fund, be unlawful. The Fund also reserves the absolute right, in its sole discretion, subject to applicable law, to waive or amend any of the conditions of the Offer or to waive any defect or irregularity in any tender with respect to Preferred Shares of any particular Stockholder, whether or not similar defects or irregularities are waived in the case of other Stockholders. The Fund’ interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the Instructions hereto) will be final and binding. None of the Fund, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification.

9.             Waiver of Conditions . The Fund expressly reserves the right prior to the Expiration Time to waive (or to seek to waive) any of the conditions to the Offer, in whole or in part, at any time and from time to time.

10.             Expiration Time . The Expiration Time means, with respect to the Offer, 5:00 p.m., Eastern time, on June 4, 2012, or any later time and date to which the Fund in its sole discretion (subject to applicable law) extends the Offer.

---

Any questions or requests for assistance or additional copies of this Letter of Transmittal or the Offer to Purchase may be directed to the Information Agent at the telephone numbers and address listed below. A Stockholder may also contact such Stockholder’s broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

AST FUND SOLUTIONS, LLC

110 Wall Street

5 ^th Floor

New York NY 10005

(212) 400-2605

E-mail: wantler@astfundsolutions.com

The Depositary for the Offer is:

THE BANK OF NEW YORK MELLON

Delivery By First Class Mail, By Registered, Certified or Express Mail, By Overnight Courier, and By Hand Should

Be Directed To:

Attn: Corporate Trust Administration – Reorg Unit

101 Barclay Street, Floor 7 East

New York, New York 10286

(212) 815-5788

---

Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

¨  Individual/sole proprietor      ¨   C Corporation      ¨  S Corporation      ¨  Partnership    ¨  Trust/estate

¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

¨  Exempt payee

¨  Other (see instructions)

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.   Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

-

-

Employer identification number

-

Part II

Certification

Under penalties of perjury, I certify that:   1.    The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and   2.    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and   3.    I am a U.S. citizen or other U.S. person (defined below).   Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.S. person

Date

 

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

 

 

		Cat. No. 10231X		Form W-9 (Rev. 12-2011)

---

Form W-9 (Rev. 12-2011)			Page  2

 

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example . Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line. Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

 

---

Form W-9 (Rev. 12-2011)			Page  3

 

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/ disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/ disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

 

IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 9
Broker transactions		Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000  1		Generally, exempt payees 1 through 7 2

 

1	See Form 1099-MISC, Miscellaneous Income, and its instructions.

 

2	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8 .

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

 

---

Form W-9 (Rev. 12-2011)			Page  4

 

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

 

What Name and Number To Give the Requester
For this type of account:		Give name and SSN of:
1.    Individual		The individual
2.    Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.    Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.    a. The usual revocable savings trust (grantor is also trustee)b. So-called trust account that is not a legal or valid trust under state law		The grantor-trustee 1   The actual owner 1
5.    Sole proprietorship or disregarded entity owned by an individual		The owner 3
6.    Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*
For this type of account:		Give name and EIN of:
7.    Disregarded entity not owned by an individual		The owner
8.    A valid trust, estate, or pension trust		Legal entity 4
9.    Corporation or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.  Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.  Partnership or multi-member LLC		The partnership
12.  A broker or registered nominee		The broker or nominee
13.  Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.  Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

 

1	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

 

2	Circle the minor’s name and furnish the minor’s SSN.

 

3	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

 

4	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

 

*	Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT

(1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

 

 

 

Privacy Act Notice

---

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (a)(1)(iii)

Fixed Price Offer by

DNP SELECT INCOME FUND INC.

To Purchase For Cash

Up to a Maximum Tender Amount of $200,000,000 of its

Outstanding Shares of

Remarketed Preferred Stock, Series D (Cusip No. 23325P 50 0)

Remarketed Preferred Stock, Series E (Cusip No. 23325P 60 9)

Auction Preferred Stock, Series TH (Cusip No. 23325P 85 6)

and

Auction Preferred Stock, Series F (Cusip No. 23325P 87 2)

May 3, 2012

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed to act as Depositary in connection with an offer by DNP Select Income Fund Inc. (the “Fund”) to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of May 3, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”).

Each holder of Preferred Shares that validly tenders, and does not validly withdraw, its Preferred Shares, and which Preferred Shares are accepted for purchase by the Fund upon the terms and subject to the conditions set forth in the Offer to Purchase, will receive (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP, (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP, (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS, and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS. Each holder of Preferred Shares that validly tenders, and does not validly withdraw, its Preferred Shares, and whose Preferred Shares are accepted for purchase by the Fund, will also receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, June 5, 2012, or such later date to which the Fund’s Offer is extended (“Accrued Dividends”).

We are asking you to contact your clients for whom you hold the Fund’s Preferred Shares registered in your name (or in the name of your nominee). Please bring the Offer to their attention as promptly as possible.

For your information and for forwarding to your clients, we are enclosing the following documents:

1.     The Offer to Purchase dated May 3, 2012;

2.     Letter of Transmittal for your use and for the information of your clients, including Form W-9 and the General Instructions thereto, which provides information relating to backup federal income tax withholding; and

3.     A form of letter which may be sent to your clients for whose accounts you hold the Fund’s Preferred Shares registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer.

THE FUND’S OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, JUNE 4, 2012, UNLESS THE OFFER IS EXTENDED.

The Offer is not being made to, nor will the Fund accept tenders from, holders of Preferred Shares in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

The Fund will not pay any fees or commissions to any broker, dealer or other person (other than AST Fund Solutions, LLC, the information agent for the Offer, or us as the Depositary) for soliciting tenders of Preferred Shares pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all stock transfer taxes applicable to its purchase of Preferred Shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase. However, backup withholding may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 4, “The Offer—Procedures for Tendering Preferred Shares,” in the Offer to Purchase.

In order to accept the Offer, an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, should be sent to the Depositary by 5:00 p.m., Eastern time, on Monday, June 4, 2012.

If more Preferred Shares are validly tendered, and not validly withdrawn, for purchase pursuant to the Offer than the Maximum Tender Amount, the Fund will accept tendered shares on a pro-rata basis upon the terms and subject to the conditions of the Offer.

In order to facilitate the Offer and any auctions for Preferred Shares that may remain outstanding after the Offer is completed, when you tender Preferred Shares on behalf of your clients you will need to provide additional contact information for your Auction Department, Remarketing Department or whoever submits auction or remarketing instructions for the Preferred Shares on your behalf. Should you be unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.

Neither the Fund, nor its Board of Directors nor its investment adviser, Duff & Phelps Investment Management Co., makes any recommendation to any holder of Preferred Shares as to whether to tender or refrain from tendering Preferred Shares in the Offer.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, AST Fund Solutions, LLC, the information agent for the Offer, at the addresses and telephone number set forth on the back cover of the Offer to Purchase.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH EITHER OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS.

Exhibit (a)(1)(iv)

Fixed Price Offer by

DNP SELECT INCOME FUND INC.

To Purchase For Cash

Up to a Maximum Tender Amount of $200,000,000 of its

Outstanding Shares of

Remarketed Preferred Stock, Series D (Cusip No. 23325P 50 0)

Remarketed Preferred Stock, Series E (Cusip No. 23325P 60 9)

Auction Preferred Stock, Series TH (Cusip No. 23325P 85 6)

and

Auction Preferred Stock, Series F (Cusip No. 23325P 87 2)

May 3, 2012

To Our Clients:

Enclosed for your consideration is the Offer to Purchase dated May 3, 2012 in connection with an offer by DNP Select Income Fund Inc. (the “Fund”) to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding Accrued Dividends (as defined below), fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of May 3, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”).

Each holder of Preferred Shares that validly tenders, and does not validly withdraw, its Preferred Shares, and which Preferred Shares are accepted for purchase by the Fund upon the terms and subject to the conditions set forth in the Offer to Purchase, will receive (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP (the “Series D RP Consideration”), (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP (the “Series E RP Consideration”), (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS (the “Series TH APS Consideration”), and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS (the “Series F APS Consideration” and, together with the Series D RP Consideration, the Series E RP Consideration and the Series TH APS Consideration, the “Tender Offer Consideration”). Each holder of Preferred Shares that validly tenders, and does not validly withdraw, its Preferred Shares, and whose Preferred Shares are accepted for purchase by the Fund, will also receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, June 5, 2012, or such later date to which the Offer is extended (“Accrued Dividends”).

We are the nominee holder of record of Preferred Shares held for your account. A tender of such Preferred Shares can be made only by us as the nominee holder of record and only pursuant to your instructions. The Offer to Purchase is being furnished to you for your information only and cannot be used by you to tender Preferred Shares held by us for your account.

We request instructions as to whether you wish us to tender all or any Preferred Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

Your attention is invited to the following:

If you wish to have us tender all or any of your Preferred Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. If you authorize the tender of your Preferred Shares, all such Preferred Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Preferred Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

NEITHER THE FUND, NOR ITS BOARD OF DIRECTORS (THE “BOARD”) NOR ITS INVESTMENT ADVISER, DUFF & PHELPS INVESTMENT MANAGEMENT CO. (THE “ADVISER”), IS MAKING ANY RECOMMENDATION TO ANY HOLDER OF PREFERRED SHARES WHETHER TO TENDER OR REFRAIN FROM TENDERING PREFERRED SHARES IN THE OFFER. SHAREHOLDERS ARE URGED TO READ AND EVALUATE THE OFFER CAREFULLY AND TO CONSULT THEIR OWN TAX AND FINANCIAL ADVISERS AS TO WHETHER TO PARTICIPATE IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE BOARD OR THE ADVISER.

Payment for Preferred Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by The Bank of New York Mellon (the “Depositary”) of (a) timely confirmation of the book-entry transfer of such Preferred Shares into the account maintained by the Depositary at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in Section 4 of the Offer to Purchase, (b) an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the applicable Letter of Transmittal. Accordingly, payment may not be made to all tendering holders of Preferred Shares at the same time depending upon when confirmations of book-entry transfer of such Preferred Shares into the Depositary’s account at the Book-Entry Transfer Facility are actually received by the Depositary.

Instructions with Respect to Offer by

DNP SELECT INCOME FUND INC.

To Purchase For Cash

Up to a Maximum Tender Amount of $200,000,000 of its

Outstanding Shares of

Remarketed Preferred Stock, Series D (Cusip No. 23325P 50 0)

Remarketed Preferred Stock, Series E (Cusip No. 23325P 60 9)

Auction Preferred Stock, Series TH (Cusip No. 23325P 85 6)

and

Auction Preferred Stock, Series F (Cusip No. 23325P 87 2)

The undersigned acknowledge(s) receipt of the enclosed letter and the Offer to Purchase dated May 3, 2012 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), in connection with the offer by DNP Select Income Fund Inc. to purchase for cash (the “Offer”) shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends up to, but not including, the settlement date of the Offer, fees and expenses), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

This will instruct you to tender the number of Preferred Shares as indicated below (or if no number is indicated below, all the Preferred Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase.

PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.

The method of delivery of this form is at the option and risk of the tendering holder of Preferred Shares. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Exhibit (a)(1)(v)

Instructions for Withdrawal

of

Previously Tendered Shares of Preferred Stock

of

DNP Select Income Fund Inc.

If you tendered to DNP Select Income Fund Inc.(the “Fund”) Preferred Shares (as defined below), in connection with the offer by the Fund to purchase for cash shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends, fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 3, 2012 and the related Letter of Transmittal, and you wish to withdraw all or any of your Preferred Shares, please fill out the attached Notice of Withdrawal. If your Preferred Shares are registered in the name of your broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), contact that Nominee Holder to withdraw your tendered Preferred Shares.

1.       Withdrawal . If you have tendered your Preferred Shares pursuant to the Offer, you may withdraw your Preferred Shares previously tendered by completing, executing and sending the attached “Notice of Withdrawal” to any one of the addresses set forth on the first page of the Notice of Withdrawal. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, contact that Nominee Holder to withdraw your tendered Preferred Shares.

2.       Delivery of Notice of Withdrawal .  The Bank of New York Mellon (the “Depositary”) must receive the Notice of Withdrawal prior to 5:00 p.m., Eastern time, on June 4, 2012 (the “Expiration Time”), which is the Expiration Time of the Offer. The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing holder of Preferred Shares. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Shares. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Shares.

3.       Procedures and Signature Guarantee . The Notice of Withdrawal must specify the name of the person who tendered the Preferred Shares to be withdrawn, the number of Preferred Shares to be withdrawn and the name of the holder of Preferred Shares, if different from that of the person who tendered such Preferred Shares. If the Preferred Shares to be withdrawn has been delivered to the Depositary, a signed notice of withdrawal or an Agent’s Message (as defined in the Offer to Purchase) with (except in the case of Preferred Shares tendered by an Eligible Institution (as defined below)) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Preferred Shares. In addition, such notice must specify the name and number of the account at The Depository Trust Company (the “Book-Entry Transfer Facility”) to be credited with the withdrawn Preferred Shares. An “Eligible Institution” is participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (generally a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office in the United States). If this Notice of Withdrawal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

NOTICE OF WITHDRAWAL

of Shares of Preferred Stock

of

DNP SELECT INCOME FUND INC.

(the “Fund”)

Previously Tendered

Pursuant to the Offer to Purchase Dated May 3, 2012,

THE WITHDRAWAL DEADLINE IS 5:00 P.M., EASTERN TIME, ON

MONDAY, JUNE 4, 2012, UNLESS THE OFFER IS EXTENDED

This Notice of Withdrawal is Submitted by First Class Mail, By Overnight Courier, By Hand to:

The Bank of New York Mellon

Attn: Corporate Trust Administration- Reorg Unit

101 Barclay Street, Floor 7 East

New York, New York 10286

If you have any questions regarding this Notice of Withdrawal, please contact AST Fund Solutions, LLC, the Information Agent for the Offer, at (212) 400-2605 .

This Notice of Withdrawal is to be completed if you tendered shares of preferred stock, par value $0.001 per share, of the Fund (“Preferred Stock”) in connection with the offer by the Fund to purchase for cash shares of its Preferred Stock, having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends, fees and expenses), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”).

Signatures required on the next page.

NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.

PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS

NOTICE OF WITHDRAWAL CAREFULLY.

Guarantee of Signature(s)

(Required if Preferred Shares have been delivered to the Depositary)

[For use by financial institutions only. Place medallion guarantee in space below.]

Exhibit (a)(5)

DNP SELECT INCOME FUND INC. COMMENCES TENDER OFFER

FOR ITS PREFERRED SHARES

CHICAGO, May 3, 2012 — DNP Select Income Fund Inc. (NYSE: DNP), a registered closed-end diversified management investment company (the “Fund”) advised by Duff & Phelps Investment Management Co., has announced today that it commenced a voluntary tender offer to purchase for cash shares of its preferred stock, par value $0.001 per share (“Preferred Stock”), having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends, fees and expenses) (the “Maximum Tender Amount”), consisting of (i) Preferred Stock, designated Remarketed Preferred Stock, Series D (“Series D RP”), (ii) Preferred Stock, designated Remarketed Preferred Stock, Series E (“Series E RP”), (iii) Preferred Stock, designated Auction Preferred Stock, Series TH (“Series TH APS”), and (iv) Preferred Stock, designated Auction Preferred Stock, Series F (“Series F APS” and, together with the Series D RP, the Series E RP and the Series TH APS, the “Preferred Shares”).

The Fund’s tender offer will expire on June 4, 2012, at 5:00 p.m. Eastern time. If the offer is extended beyond June 4, 2012, another press release will be issued to provide notification of the extension.

The Fund is offering to purchase its outstanding Preferred Shares at a price equal to (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP, (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP, (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS, and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS. Holders of Preferred Shares will also be entitled to receive any unpaid dividends accrued to, but not including, the expiration date of the tender offer.

If more Preferred Shares are validly tendered, and not validly withdrawn, for purchase pursuant to the tender offer than the Maximum Tender Amount, the Fund will accept tendered shares on a pro-rata basis upon the terms and subject to the conditions described in the Fund’s tender offer materials.

Additional terms and conditions of the tender offers are set forth in the Fund’s tender offer materials, which will be distributed to holders of Preferred Shares.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents, which have been filed with the Securities and Exchange Commission (SEC) as exhibits to a tender offer statement on Schedule TO and are available free of charge at the SEC’s website at www.sec.gov and on the Fund’s website at www.dnpselectincome.com (click on Tender Offer). Holders of Preferred Shares should read the Fund’s offer to purchase and tender offer statement on Schedule TO and related exhibits as the documents contain important information about the Fund’s tender offer. The Fund will also make available, without charge, the offer to purchase and the letters of transmittal.

Any questions about the tender offers can be directed to AST Fund Solutions, LLC, the Fund’s information agent for its tender offer, at (212) 400-2605.

DNP Select Income Fund Inc. is a registered closed-end diversified management investment company whose primary investment objectives are current income and long-term growth of income. The Fund seeks to achieve these objectives by investing primarily in a diversified portfolio of equity and fixed income securities of companies in the public utilities industries. For more information, visit www.dnpselectincome.com or call (800) 864-0629.

Duff & Phelps Investment Management Co. has more than 28 years of experience managing investment portfolios, including institutional separate accounts and open- and closed-end funds investing in utilities, infrastructure and real estate investment trusts (REITs). For more information, visit www.dpimc.com .

Duff & Phelps is a subsidiary of Virtus Investment Partners (NASDAQ: VRTS ), a multi-boutique asset manager with $34.6 billion under management as of December 31, 2011. Virtus provides investment management products and services to individuals and institutions through a multi-manager asset management business, comprising a number of individual affiliated managers, each with a distinct investment style, autonomous investment process and individual brand. Additional information can be found at www.virtus.com .

The information in this communication is not complete and may be changed.

###

Certain statements made in this press release are forward-looking statements. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to: market developments; legal and regulatory developments; and other additional risks and uncertainties. As a result, neither the Fund nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.

-2-

Exhibit (b)(1)

Committed Facility Agreement

BNP PARIBAS PRIME BROKERAGE, INC. (“ BNPP PB, Inc. ”) and the counterparty specified on the signature page (“ Customer ”), hereby enter into this Committed Facility Agreement (this “ Agreement ”), dated as of the date specified on the signature page.

Whereas BNPP PB, Inc. and Customer have entered into the U.S. PB Agreement, dated as of the date hereof (the “ U.S. PB Agreement ”) (the U.S. PB Agreement and this Agreement, collectively, the “ 40 Act Financing Agreements ”).

Whereas this Agreement supplements and forms part of the other 40 Act Financing Agreements and sets out the terms of the commitment of BNPP PB, Inc. to provide financing to Customer under the 40 Act Financing Agreements.

Now, therefore, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

Subject to Section 7, BNPP PB, Inc. shall make available cash financing under the 40 Act Financing Agreements in an amount up to the relevant Debit Financing Facility Limit. Such cash financing shall be made available in immediately available funds. Within the limits of the Debit Financing Facility Limit, Customer may borrow under this Section 2, prepay pursuant to Section 4 and reborrow under this Section 2 without penalty.

On the Closing Date, BNPP PB, Inc. shall make funds available to Customer in an amount up to the Maximum Commitment Financing. Each subsequent Borrowing shall be made on written notice, given by Customer to BNPP PB, Inc. not later than 11:00 A.M. (New York City time) on the Business Day immediately preceding the date of the proposed Borrowing by Customer to BNPP PB, Inc. BNPP PB, Inc. shall, by the close of business on the date of such Borrowing, make available to Customer the amount of such Borrowing payable to the account designated by the Customer in such notice of borrowing.

Customer may, upon at least one Business Day’s notice to BNPP PB, Inc. stating the proposed date and aggregate principal amount of the prepayment, prepay all or any portion of the outstanding principal amount of the Borrowings outstanding, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that Customer will still be obligated to pay the commitment fee as set forth in Appendix B in respect of any undrawn Maximum Commitment Financing.

Customer shall pay interest on the outstanding principal amount of each Borrowing from the date of such Borrowing until such principal amount shall be paid in full, at the rates specified on Appendix B attached hereto. Such interest shall be payable monthly, and if not paid when due, any unpaid interest shall be capitalized on the principal balance.

BNPP PB, Inc. may not take any of the following actions except upon at least 180 calendar days’ prior notice (the “ Facility Modification Notice ”):

BNPP PB, Inc.’s commitment to provide cash loans in the form of Borrowings as set forth in Section 2 only applies so long as –

Notwithstanding anything set forth herein to the contrary, this Agreement shall not be effective until Customer shall have received written confirmation from each of Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., that Customer entering into and performing its obligations under this Agreement and the transactions contemplated hereby would not adversely affect the ratings currently assigned by such rating agency to the outstanding preferred stock of Customer.

If notice of a Collateral Requirement is sent to Customer (if such notice is by telephone and Customer does not answer, then BNPP PB, Inc. shall send notice by electronic mail to the address specified by Customer): (i) on or before 10:00 a.m. on any Business Day, then Customer shall deliver all required Collateral no later than the close of business on such Business Day, and (ii) after 10:00 a.m. (New York City time) on any Business Day, then Customer shall deliver all required Collateral no later than the close of business on the immediately succeeding Business Day.

Customer hereby makes all the representations and warranties set forth in Section 5 of the Account Agreement, which are deemed to refer to this Agreement.

Customer shall provide BNPP PB, Inc. with copies of –

Notices under this Agreement shall be provided pursuant to Section 12(a) of the Account Agreement.

(The remainder of this page is blank.)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of March 6, 2009.

Appendix A – Collateral Requirements

THIS APPENDIX forms a part of the Committed Facility Agreement entered into between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc. ”) and DNP Select Income Fund Inc. (“ Customer ”) (the “ Committed Facility Agreement ”).

The Collateral Requirements in relation to all positions held in the accounts established pursuant to the 40 Act Financing Agreements (the “Positions”) shall be the greater of:

(a) the aggregate product of (x) the Collateral Percentage applicable to such Positions and (y) the Current Market Value of such respective Positions;

(b) the sum of the collateral requirements of such Positions as per Regulation T of the Board of Governors of the Federal Reserve System, as amended from time to time;

(c) the sum of the collateral requirements of such Positions as per New York Stock Exchange Rule 431, as amended from time to time; or

(d) 50% of the Portfolio Gross Market Value.

1

The Collateral Percentage for a Position consisting of applicable Eligible Securities shall be:

(a) Equity Concentration Factor.

The “ Equity Concentration Factor ” shall be determined pursuant to the following table, provided that notwithstanding any other provision of this Appendix, the Collateral Percentage shall be 100% with respect to the relevant Position if the Position Concentration is equal to or greater than 10% of the Portfolio Gross Market Value.

•          The “ Equity Liquidity Factor ” shall be determined pursuant to the following table, provided that notwithstanding any other provision of this Appendix, the Collateral Percentage shall be 100% with respect to the relevant Position if the Days of Trading Volume is greater than 10.

•          The “ Equity Volatility Factor ” shall be determined pursuant to the following table, provided that notwithstanding any other provision of this Appendix, the Collateral Percentage shall be 100% with respect to the relevant Position if the Equity Volatility is equal to or greater than 100%.

2

The Collateral Percentage for a Position consisting of applicable Debt Securities shall be the sum of (A) the Debt Core Collateral Rate and (B) the product of (1) the Debt Core Collateral Rate and (2) the sum of the Debt Concentration Factor and the Debt Liquidity Adjustment; provided that the Collateral Percentage for any debt security which trades below 40% of its nominal value shall be 100%.

The “ Debt Core Collateral Rate ” shall be based on the credit quality of the Issuer as set forth below. The lower of the S&P or Moody’s rating as shown below will be used to determine the credit quality of the Issuer; provided , that if there is only one such rating, then the Debt Core Collateral Rate corresponding to such rating shall be used.

•          The “ Debt Concentration Factor ” shall be determined pursuant to the following table, provided that notwithstanding any other provision of this Annex, the Collateral Percentage shall be 100% with respect to the relevant Position if the Position Concentration is equal to or greater than 10% of the Portfolio Gross Market Value.

The “ Debt Liquidity Adjustment ” shall be determined pursuant to the following table; provided that , notwithstanding any other provision of this Annex, the Collateral Percentage shall be 100% with respect to the relevant Position if its percentage of Issue Size is equal to or greater than 10%.

For the avoidance of doubt, the Collateral Requirements set forth herein are limited to the types and sizes of securities specified herein. The Collateral Requirement for any Position or

3

part of a Position not covered by the terms of this Appendix (including, without limitation, any securities of non-U.S. issuers) shall be determined by BNPP PB, Inc. in its sole discretion.

From time to time BNPP PB, Inc. may, at its sole discretion, agree to a different Collateral Requirement than the Collateral Requirement determined by this Appendix for a particular Position.

4

5

Appendix B

Pricing

Customer Debit Rate

3M LIBOR + 110 bps*

ISO Code

USD

Customer shall pay an arrangement fee equal to the product of the Maximum Commitment Financing and 25 bps, to be paid in six equal installments on the last Business Day of each of the first six calendar months following the date of execution hereof.