DNP SELECT INCOME FUND INC.

BYLAWS (as amended on June 13, 2018)

ARTICLE I.

STOCKHOLDERS

SECTION 1.01.  Annual Meeting .  The Fund shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers at such time and on such day as shall be set by the Board of Directors in accordance with applicable law. Except as the Charter, these Bylaws or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Fund’s existence or affect any otherwise valid corporate acts.

SECTION 1.02.  Special Meeting .  At any time in the interval between annual meetings, a special meeting of the stockholders may be called by the Chairman or the President or by a majority of the Board of Directors by vote at a meeting or in writing (addressed to the Secretary of the Fund) with or without a meeting. Subject to the procedures set forth in Section 1.11 and this Section, special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least 25 percent of all the votes entitled to be cast at the meeting. A request for a special meeting shall state the purpose of the meeting and the matters proposed to be acted on at it. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, on payment of these costs to the Fund, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have sole power to fix the date and time of the special meeting. Unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of stockholders held during the preceding 12 months.

SECTION 1.03.  Place of Meetings .  Meetings of stockholders shall be held at such place as is set from time to time by the Board of Directors.

SECTION 1.04.  Notice of Meetings; Waiver of Notice .  Not less than ten nor more than 90 days before each stockholders’ meeting, the Secretary shall give notice in writing or by electronic transmission of the meeting to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. Any notice given by the Fund to a stockholder is effective if given by a single notice, in writing or by electronic transmission, to all stockholders who share an address if the Fund gives notice, in writing or by electronic transmission, to the stockholder of its intent to give a single notice and the stockholder consents to receiving a single notice or fails to object in writing within 60 days after the Fund gives notice to the stockholder of its intent to give a single notice. A stockholder may revoke consent given, whether affirmative or implied, by written notice to the Fund. The notice shall state the time of

the meeting, the place of the meeting and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s residence or usual place of business, mailed to the stockholder at the stockholder’s address as it appears on the records of the Fund or transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. If the Fund has received a request from a stockholder that notice not be sent by electronic transmission, the Fund may not provide notice to the stockholder by electronic transmission. Notice given by electronic transmission shall be considered ineffective if the Fund is unable to deliver two consecutive notices and the inability to deliver the notices becomes known to the Secretary, an Assistant Secretary, the transfer agent or other person responsible for giving the notice. The inadvertent failure to deliver any notice by electronic transmission does not invalidate any meeting or other action. An affidavit of the Secretary, an Assistant Secretary, the transfer agent or other agent of the Fund that notice has been given by a form of electronic transmission, in the absence of actual fraud, shall be prima facie evidence of the facts stated in the affidavit. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if the person before or after the meeting delivers a written waiver or a waiver by electronic transmission which is filed with the records of stockholders’ meetings, or is present at the meeting in person or by proxy.

SECTION 1.05.  Quorum; Voting .  Unless any statute or the Charter provides otherwise, at a meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum, except that where the holders of any class or series of shares are entitled to vote as a separate class or series (such class or series being referred to as a “Separate Class”) or where the holders of two or more (but not all) classes or series of stock are required to vote as a single class or series (such classes or series being referred to as a “Combined Class”), the presence in person or by proxy of the holders of a majority of the shares of that Separate Class or Combined Class, as the case may be, issued and outstanding and entitled to vote thereat shall constitute a quorum for such vote. Unless any statute or the Charter provides otherwise, a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

SECTION 1.06.  Adjournments .  Whether or not a quorum is present, a meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice by the chairman of the meeting to a date not more than 120 days after the original record date. Whether or not a quorum with respect to a Separate Class or a Combined Class, as the case may be, is present, a meeting of stockholders of a Separate Class or a Combined Class convened on the date for which it was called may be adjourned from time to time without further notice by the chairman of the meeting to a date not more than 120 days after the original record date. Any business which might have been transacted at the meeting as originally notified may be deferred and transacted at any such adjourned meeting at which a quorum shall be present.

SECTION 1.07.  General Right to Vote; Proxies .  Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding

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share of stock (or fraction thereof), regardless of class or series, is entitled to one vote (or fraction of a vote) on each matter submitted to a vote at a meeting of stockholders. In all elections for directors, each share of stock (or fraction thereof) may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A stockholder may vote the stock (or fraction thereof) the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for so long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Fund or its assets or liabilities.

SECTION 1.08.  List of Stockholders .  At each meeting of stockholders, a full, true and complete list of all stockholders entitled to vote at such meeting, showing the number, class and series of shares held by each stockholder and certified by the transfer agent for such class or series or by the Secretary, shall be furnished by the Secretary.

SECTION 1.09.   Conduct of Business .  Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Fund’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Fund (i) who was a stockholder of record at the time of giving notice(s) provided for in Section 1.11 and Section 1.12, (ii) who is entitled to vote at the meeting and (iii) who complied with the notice(s) procedures set forth in Section 1.11 and Section 1.12. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at a special meeting of stockholders (a) only pursuant to the Fund’s notice of meeting and (b), in the case of nominations of persons for election to the Board of Directors, (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Fund (A) who was a stockholder of record at the time of giving notice provided for in Section 1.11, (B) who is entitled to vote at the meeting and (C) who complied with the notice procedures set forth in Section 1.11. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in Section 1.11, Section 1.12 and this Section and, if any proposed nomination or business is not in compliance with Section 1.11, Section 1.12 and this Section, to declare that such defective nomination or proposal be disregarded.

SECTION 1.10.  Conduct of Voting .  At all meetings of stockholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies, the acceptance or rejection of votes and

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procedures for the conduct of business not otherwise specified by these Bylaws, the Charter or law, shall be decided or determined by the chairman of the meeting. If demanded by the holders, present in person or by proxy, of at least 10 percent of the shares issued and outstanding and entitled to vote at the meeting, the vote upon any election or question shall be taken by ballot. Before any meeting of the stockholders, the Board of Directors may appoint persons to act as inspectors of election at the meeting and any adjournment thereof. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of the holders, present in person or by proxy, of at least 10 percent of the shares issued and outstanding and entitled to vote at the meeting, shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting on the request of stockholders, the holders of a majority of shares present in person or by proxy shall determine whether one or three inspectors are to be appointed. No candidate for election as a director at a meeting shall serve as an inspector thereat. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any stockholder shall, appoint a person to fill that vacancy. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receive votes, ballots or consents; hear and determine all challenges and questions in any way arising in connection with the right to vote; count and tabulate all votes or consents; determine when polls shall close; determine the result; and do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. Unless so demanded or ordered, no vote need be by ballot and voting need not be conducted by inspectors.

SECTION 1.11.  Advance Notice Provisions for Election of Directors .   Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Fund. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Fund (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section. A stockholder’s notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Fund (a) in the case of an annual meeting, not less than 120 days prior to the date of the Fund’s proxy statement released to stockholders in connection with the preceding year’s annual meeting; provided, however , that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary date of the preceding year’s annual meeting or no annual meeting was held in the preceding year, notice by the stockholder must be so delivered not later than the close of business on the later of the 60 ^th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public announcement of the date of the special meeting was made, whichever first occurs. A stockholder’s notice to the Secretary must be in writing and set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors pursuant to Regulation 14A of

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the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as they appear on the Fund’s books and of the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class or series and number of shares of capital stock of the Fund which are owned beneficially or of record by such stockholder and such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Fund unless nominated in accordance with the procedures set forth in this Section. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. No adjournment or postponement of a meeting of stockholders shall commence a new period for the giving of notice of a stockholder proposal hereunder.

SECTION 1.12.  Advance Notice Provisions for Business to be Transacted at Annual Meeting . No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Fund (i) who is stockholder of record on the date of the giving of the notice provided for in this Section and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section. A stockholder’s notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Fund not less than 120 days prior to the date of the Fund’s proxy statement released to stockholders in connection with the preceding year’s annual meeting; provided, however , that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary date of the preceding year’s annual meeting or no annual meeting was held in the preceding year, notice by the stockholder must be so delivered not later than the close of business on the later of the 60 ^th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the Secretary must be in writing and set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address of such stockholder as they appear on the Fund’s books and of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class or series and number of shares of capital stock of the Fund which are owned beneficially or of record by such stockholder and such beneficial owner, (iv) a description of all arrangements or understandings between such stockholder and

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any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in Section 1.11 or in this Section, provided, however , that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in Section 1.11 nor in this Section shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. No adjournment or postponement of a meeting of stockholders shall commence a new period for the giving of notice of a stockholder proposal hereunder.

ARTICLE II.

BOARD OF DIRECTORS

SECTION 2.01.  Function of Directors .  The business and affairs of the Fund shall be managed under the direction of its Board of Directors. All powers of the Fund may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or by the Charter or these Bylaws. The Board of Directors may delegate the duty of management of the assets and the administration of the day-to-day operations of the Fund to one or more entities or individuals pursuant to a written contract or contracts which have obtained the approvals, including the approval of renewals thereof, required by the Investment Company Act of 1940, as amended (the “Investment Company Act”).

SECTION 2.02.  Number and Qualification of Directors .  The Board of Directors shall consist of 3 directors, which number may be increased or decreased by a resolution of a majority of the entire board of directors, provided that the number of directors shall not be less than 3 or more than 15 nor shall any change in the number of directors affect the tenure of office of any director. The membership of the Board of Directors shall meet the applicable requirements under the Investment Company Act. No person who has attained the age of 78 years shall be eligible for election or reelection as a director, and no incumbent director who attains the age of 78 years shall be qualified to continue serving as a director following the adjournment of the next succeeding annual meeting of stockholders, i.e., his or her service on the board of directors shall automatically terminate at such time.

SECTION 2.03.  Election and Tenure of Directors .  Subject to the rights of the holders of any class or series of stock separately entitled to elect one or more directors, the directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class of directors expiring in each year. In accordance with the provisions of the Charter, the classes shall be designated as Class I, Class II, and Class III, respectively. At each successive annual meeting of stockholders, the holders of stock present in person or by proxy at such meeting and entitled to vote thereat shall elect members of each successive class to serve for three year terms and until their successors are elected and qualify (and, as appropriate, the

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members of any other class to serve for the remainder of the term of that class and until their successors are elected and qualify). If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class shall, subject to Section 2.05, hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors shorten the term of any incumbent director.

SECTION 2.04.  Removal of Director .  Subject to the rights of the holders of any class or series of stock separately entitled to elect one or more directors and unless statute provides otherwise, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of at least 75 percent of the votes entitled to be cast generally for the election for directors.

SECTION 2.05.  Vacancy on Board of Directors .  Subject to the Investment Company Act and consistent with the election in Section 8.11, a majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause. Consistent with the election in Section 8.11, a director elected by the Board of Directors to fill a vacancy serves for the remainder of the full term of the class of directors in which the vacancy occurs and until his or her successor is elected and qualifies.

SECTION 2.06.  Regular Meetings .  After each meeting of stockholders at which directors shall have been elected, the Board of Directors shall meet as soon thereafter as practicable for the purpose of organization and the transaction of other business. In the event that no other time and place are specified by resolution of the Board of Directors or announced by the President or the Chairman at such stockholders meeting, the Board of Directors shall meet immediately following the close of and at the place of such stockholders meeting. Any other regular meeting of the Board of Directors shall be held on such date and time, at such place or by means of remote communication, as may be designated from time to time by the Board of Directors. No notice of such meeting following a stockholders meeting or any other regular meeting shall be necessary if held as hereinabove provided.

SECTION 2.07.  Special Meetings .  Special meetings of the Board of Directors may be called at any time by the Chairman or by a majority of the Board of Directors or a majority of the members of the Executive Committee by vote at a meeting, or in writing or delivered by electronic transmission with or without a meeting. A special meeting of the Board of Directors shall be held on such date, at any place or by means of remote communication, as may be designated from time to time by the Board of Directors. In the absence of designation such meeting shall be held at such place or means of remote communication as may be designated in the call.

SECTION 2.08.  Notice of Meetings .  Except as provided in Section 2.06, the Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time of the meeting and place or that the meeting is being held by means of remote communication. Notice is given to a director when it is delivered personally to him or her, left at his or her residence or usual place of business, or sent by electronic transmission, telegraph, facsimile transmission, or telephone, at least 24 hours before the time of the meeting or, in the alternative by mail to his or her address as it shall appear on the records of

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the Fund, at least 72 hours before the time of the meeting. Unless these Bylaws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any director who delivers a written waiver or a waiver by electronic transmission which is filed with the records of the meeting either before or after the holding thereof, waiving such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

SECTION 2.09.  Quorum; Action by Directors .  A majority of the total number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Unless statute or the Charter or these Bylaws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the Board of Directors. Except as to votes that the Investment Company Act requires to be taken in person, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the Board of Directors and filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

SECTION 2.10.  Meeting by Conference Telephone .  Except as to votes that the Investment Company Act requires to be taken in person, members of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.

SECTION 2.11.  Compensation .  By resolution of the Board of Directors a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, an annual retainer, and other compensation for their services as such or on committees of the Board of Directors, may be paid to directors. Directors who are full-time employees of the Fund or “affiliated persons” as defined in the Investment Company Act of the Fund’s investment advisor or principal underwriter shall not be paid for attendance at meetings of the Board of Directors or committees thereof for which fees are paid to other directors. A director who serves the Fund in any other capacity also may receive compensation for such other services, pursuant to a resolution of the directors.

SECTION 2.12.  Resignation .  Any director may resign at any time by sending a written notice of such resignation to the principal office of the Fund addressed to the Chairman or the President. Unless otherwise specified therein such resignation shall take effect upon receipt thereof by the Chairman or the President.

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SECTION 2.13.  Presumption of Assent .  A director of the Fund who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Fund immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of such action or fails to make his dissent known at the meeting.

SECTION 2.14.  Advisory Directors .  The Board of Directors may by resolution appoint advisory directors to the Board of Directors, who may also serve as directors emeriti, and shall have such authority and receive such compensation and reimbursement as the Board of Directors shall provide. Advisory directors or directors emeriti shall not have voting rights in connection with any business of the Board of Directors or any committee of the Board of Directors.

ARTICLE III.

COMMITTEES

SECTION 3.01.  Committees .  The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Nominating Committee, and other committees composed of one or more directors and delegate to these committees any of the powers of the Board of Directors, except the power to (i) authorize dividends on stock (other than as provided below), (ii) elect directors, (iii) issue stock (other than as provided below), (iv) recommend to the stockholders any action which requires stockholder approval, (v) amend these Bylaws, or (vi) approve any merger or share exchange which does not require stockholder approval. The Executive Committee, if appointed, shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the Fund that may lawfully be exercised by a committee. The membership of each committee shall meet the applicable requirements under the Investment Company Act. If the Board of Directors has given general authorization for a distribution and provides for or establishes a method or procedure for determining the maximum amount of the distribution, a committee of the Board of Directors or an officer of the Fund, in accordance with that general authorization, may fix the amount and other terms of the distribution. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors.

SECTION 3.02.  Committee Procedure .  Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in the place of an absent or disqualified member. Any action required or permitted to be taken at a meeting of a

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committee may be taken without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the committee. The members of a committee may conduct any meeting thereof by conference telephone in accordance with the provisions of Section 2.10.

SECTION 3.03.  Emergency .  In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Fund by its directors and officers as contemplated by the Charter and these Bylaws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Fund in accordance with the provisions of Section 3.01. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, the available directors shall elect an Executive Committee consisting of any two members of the Board of Directors, whether or not they be officers of the Fund, which two members shall constitute the Executive Committee for the full conduct and management of the affairs of the Fund in accordance with the foregoing provisions of this Section. This Section shall be subject to implementation by resolution of the Board of Directors passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Fund to resume the conduct and management of its affairs and business under all the other provisions of these Bylaws.

ARTICLE IV.

OFFICERS

SECTION 4.01.  Executive and Other Officers .  The Fund shall have a Chairman, a President, a Secretary, and a Treasurer. The Fund may also have one or more Vice Chairmen, Vice Presidents, assistant officers, and subordinate officers at the designation by the Board of Directors. A person may hold more than one office in the Fund except that no person may serve concurrently as both President and Vice President of the Fund. The Chairman and any Vice Chairmen shall be directors, and the other officers may be directors. The Board of Directors may designate a chief investment officer, a chief financial officer, a chief accounting officer, a chief administrative officer, or other officers with functional titles and specify the duties of such officers. A person may hold more than one functional title in the Fund.

SECTION 4.02.  Chairman .  The Chairman shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board of Directors.

SECTION 4.03.  Vice Chairmen .  The Vice Chairman or Vice Chairmen, at the request of the Chairman, or in the Chairman’s absence or during his or her inability to act, shall perform the duties and exercise the functions of the Chairman, and when so acting shall have the powers of the Chairman. If there be more than one Vice Chairman, the Board of Directors may

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determine which one or more of the Vice Chairmen shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the Chairman may make such determination; otherwise any of the Vice Chairmen may perform any of such duties or exercise any of such functions.

SECTION 4.04.  President .  The President shall be the chief executive officer of the Fund, shall have general supervision of the business and affairs of the Fund and shall see that all orders and resolutions of the Board of Directors are carried out. He or she may execute, in the name of the Fund, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Fund. In general, he or she shall perform such other duties customarily performed by the president and chief executive officer of a closed-end investment company and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board of Directors.

SECTION 4.05.  Vice Presidents.  The Vice President or Vice Presidents, at the request of the President, or in the President’s absence or during his or her inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties or exercise any of such functions. Each Vice President shall perform such other duties and have such other powers, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors or the President.

SECTION 4.06.  Secretary .  The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committees, in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; he or she shall be custodian of the records of the Fund; he or she may witness any document on behalf of the Fund, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same. In general, he or she shall perform such other duties customarily performed by a secretary of a closed-end investment company, and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board of Directors or the President.

SECTION 4.07.  Treasurer .  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Fund, and shall deposit, or cause to be deposited, in the name of the Fund, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Fund. In general, he or she shall perform such other duties customarily performed by a treasurer of a closed-end investment company, and shall perform such other duties and have such other powers as are from time to time assigned to him or her by the Board of Directors or the President.

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SECTION 4.08.  Assistant and Subordinate Officers .  The assistant and subordinate officers of the Fund are all officers below the office of Vice President, Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board of Directors or the President.

SECTION 4.09.  Election, Tenure and Removal of Officers .   The Board of Directors shall elect the officers of the Fund. Election or appointment of an officer, employee or agent shall not of itself create contract rights. All officers shall be appointed to hold their offices, respectively, during the pleasure of the Board of Directors. The Board of Directors may remove an officer at any time, with or without cause. The removal of an officer does not prejudice any of his or her contract rights. The Board of Directors may fill a vacancy which occurs in any office.

SECTION 4.10.  Compensation .  The Board of Directors shall have power to fix the salaries and other compensation and remuneration, if any, of all officers of the Fund. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Fund.

ARTICLE V.

INDEMNIFICATION

SECTION 5.01.   General Indemnification . The Fund shall indemnify (i) its present and former directors and officers, whether serving or having served the Fund or at its request any other entity, to the fullest extent required or permitted by Maryland law in effect from time to time (as limited by the Investment Company Act), including the advance of costs and expenses (including attorneys’ fees) under the procedures and to the fullest extent permitted by law, and (ii) other employees and agents to such extent as shall be authorized by the Board of Directors, the Charter, or this Bylaw and as permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve, and amend from time to time such bylaws, resolutions, or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of this Bylaw or repeal of any of its provisions shall limit or eliminate the right of indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

SECTION 5.02.  Procedure .  Any indemnification, or payment of costs and expenses in advance of the final disposition of any proceeding, shall be made promptly, and in any event within 60 days, upon the written request of the director or officer entitled to seek indemnification (the “Indemnified Party”). The right to indemnification and advances hereunder shall be enforceable by the Indemnified Party in any court of competent jurisdiction, if (i) the Fund denies such request, in whole or in part, or (ii) no disposition thereof is made within 60 days. The Indemnified Party’s costs and expenses (including attorneys’ fees) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be paid or reimbursed by the Fund. It shall be a defense to any action for advance for costs and expenses that (a) a determination has been made that the facts then known

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to those making the determination would preclude indemnification or (b) the Fund has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the Indemnified Party of such Indemnified Party’s good faith belief that the standard of conduct necessary for indemnification by the Fund has been met.

SECTION 5.03.  Exclusivity, Etc .  The indemnification and advance of costs and expenses provided by the Charter and this Bylaw shall not be deemed exclusive of any other rights to which a person seeking indemnification or advance of costs and expenses may be entitled under any law (common or statutory), or any agreement, vote of stockholders or disinterested directors or other provision that is consistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Fund, shall continue in respect of all events occurring while a person was a director or officer after such person has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. The Fund shall not be liable for any payment under this Bylaw in connection with a claim made by a director or officer to the extent such director or officer has otherwise actually received payment under insurance policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable hereunder. All rights to indemnification and advance of costs and expenses under the Charter of the Fund and hereunder shall be deemed to be a contract between the Fund and each director or officer of the Fund who serves or served in such capacity at any time while this Bylaw is in effect. Nothing herein shall prevent the amendment of this Bylaw, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before its adoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this Bylaw shall not in any way diminish any rights to indemnification or advance of costs and expenses of such director or officer or the obligations of the Fund arising hereunder with respect to events occurring, or claims made, while this Bylaw or any provision hereof is in force.

SECTION 5.04.  Insurance.  The Fund may purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against and incurred by any Indemnified Party in any protected capacity or arising out of his or her position. The Fund may purchase and maintain insurance on its behalf in respect of any liability it may incur to provide indemnification under the Charter, this Bylaw, or law.

SECTION 5.05.  Severability; Definitions .  The invalidity or unenforceability of any provision of this Article V shall not affect the validity or enforceability of any other provision hereof. The phrase “this Bylaw” in this Article V means this Article V in its entirety.

ARTICLE VI.

STOCK

SECTION 6.01.  Certificates for Stock .  The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Fund. For certificated stock, each stockholder is entitled to certificates which represent and certify the shares of stock he or she holds in the Fund. Each stock certificate (a) shall be in such form, not

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inconsistent with law or with the Charter, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors, (b) shall include on its face the name of the Fund, the name of the stockholder or other person to whom it is issued, and the class or series of stock and number of shares it represents, (c) shall be signed by the Chairman, the President, or a Vice President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer and (d) may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. Each stock certificate shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class or series which the Fund is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Fund is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock or (b) a statement which provides in substance that the Fund will furnish a full statement of such information to any stockholder on request and without charge. Such request may be made to the Secretary or to its transfer agent. Except as provided in the Maryland Uniform Commercial Code—Investment Securities, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance does not mean that the restriction is invalid or unenforceable. A stock certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid. Upon the issuance of uncertificated shares of capital stock, the Fund shall send the stockholder a written statement of the same information required above on the certificate and by the Maryland Uniform Commercial Code—Investment Securities.

SECTION 6.02.  Transfers .  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock; and may appoint transfer agents and registrars thereof. The duties of transfer agent and registrar may be combined.

SECTION 6.03.  Record Dates or Closing of Transfer  Books .  The Board of Directors may, and shall have the sole power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to request a special meeting of stockholders, notice of a meeting of stockholders, vote at a meeting of stockholders, receive a dividend, or be allotted other rights. The record date may not be prior to the close of business on the day the record date is fixed nor, subject to Section 1.06, more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting. Any shares of the Fund’s own stock acquired by the Fund between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.

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SECTION 6.04.  Stock Ledger .  The Fund shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class or series which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class or series of stock, or, if none, at the principal office in the State of Maryland or the principal executive offices of the Fund.

SECTION 6.05.  Certification of Beneficial Owners .  The Board of Directors may adopt by resolution a procedure by which a stockholder of the Fund may certify in writing to the Fund that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class or series of stockholders who may certify; the purpose for which the certification may be made; the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Fund; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of a certification which complies with the procedure adopted by the Board of Directors in accordance with this Section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

SECTION 6.06.  Lost Stock Certificates.  The Board of Directors may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Fund. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate to give bond, with sufficient surety, to indemnify the Fund against any loss or claim arising as a result of the issuance of a new certificate. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate save upon the order of some court having jurisdiction in the premises.

ARTICLE VII.

FINANCE

SECTION 7.01.  Negotiable Instruments .  All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Fund, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the Chairman, the President, a Vice President, an Assistant Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary (or in the name of the Fund by a custodian appointed under Section 7.06 by not less than two of its officers).

SECTION 7.02.  Annual Statement of Affairs .  The President or the chief accounting officer shall prepare annually a full and correct statement of the affairs of the Fund, to include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at any annual meeting of the stockholders. Within 20 days after the annual meeting of stockholders or, if the Fund is not required to hold an annual meeting of

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stockholders, within 120 days after the end of the fiscal year, the statement of affairs shall be placed on file at the Fund’s principal office.

SECTION 7.03.  Fiscal Year .  The fiscal year of the Fund shall be the 12 calendar months period ending October 31 in each year, unless otherwise provided by the Board of Directors.

SECTION 7.04.  Dividends .  If declared by or under authority of the Board of Directors, the Fund may pay dividends on its shares in cash, property, or in shares of the capital stock of the Fund, unless such dividend is contrary to law or to a restriction contained in the Charter. The Board of Directors may prescribe from time to time that dividends declared are payable at the election of any of the stockholders, either in cash or in shares of the Fund.

SECTION 7.05.  Valuation of Assets.  The Board of Directors shall establish procedures to govern the valuation of the portfolio securities held by the Fund, which procedures shall be consistent with the requirements of the Investment Company Act

SECTION 7.06.  Employment of Custodian.  The Fund shall place and maintain its securities, similar investments and related funds in the custody of one or more custodians (including one or more subcustodians for maintaining its foreign securities, similar foreign investments and related funds) meeting the requirements of the Investment Company Act, or may serve as its own custodian in accordance with such rules and regulations or orders as the Securities and Exchange Commission the “Commission”) may from time to time prescribe for the protection of investors. Securities held by a custodian may be registered in the name of the Fund, including the designation of the particular class or series of stock to which such assets belong, or any such custodian, or the nominee of either of them. Subject to such rules, regulations, and orders as the Commission may adopt as necessary or appropriate for the protection of investors, the Fund or any custodian, with the consent of the Fund, may deposit all or any part of the securities owned by the Fund in a system for the central handling of securities, pursuant to which system all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities.

ARTICLE VIII.

SUNDRY PROVISIONS

SECTION 8.01.  Offices .  The principal office of the Fund in the State of Maryland shall be located in the City of Baltimore. The Fund may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Fund may require.

SECTION 8.02.  Books and Records .  The Fund shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The books and records of the Fund may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a

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reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Fund.

SECTION 8.03.  Corporate Seal .  The Board of Directors shall provide a suitable seal, bearing the name of the Fund, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Fund is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Fund.

SECTION 8.04.  Bonds .  The Board of Directors may, in its discretion, require any officer, agent or employee of the Fund to give a bond to the Fund, conditioned upon the faithful discharge of his or her duties to the Fund, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

SECTION 8.05.  Voting Stock in Other Corporations .  Stock of other corporations or associations, registered in the name of the Fund, may be voted by the President, a Vice President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

SECTION 8.06.  Mail .  Any notice or other document which is required by these Bylaws to be mailed shall be deposited in the United States mails, postage prepaid.

SECTION 8.07.  Electronic Transmission .  An electronic transmission is any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication and may be reproduced directly in paper form by a recipient through an automated process.

SECTION 8.08.  Contracts and Documents .  To the extent permitted by applicable law, and except as otherwise prescribed by the Charter or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Fund (or a custodian appointed under Section 7.06 by not less than two of its officers) to authorize, sign, execute, acknowledge, verify, accept or deliver any contracts, agreements, assignments, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, regulatory filings and other instruments or documents in the name of and on behalf of the Fund. Such authority may be general or confined to specific instances. A person who holds more than one office in the Fund may not act in more than one capacity to sign, execute, acknowledge, or verify an instrument required by law to be signed, executed, acknowledged, or verified by more than one officer.

SECTION 8.09.  Reliance .  Each director and officer of the Fund shall, in the performance of his or her duties with respect to the Fund, be entitled to rely on any information, opinion, report or statement, including financial statement or other financial data, prepared or presented by an officer or employee of the Fund whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person as to a matter which the director or officer reasonably believes to be within the

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person’s professional or expert competence or by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

SECTION 8.10.  Certain Rights of Directors, Officers, Employees and Agents .  The directors shall have no responsibility to devote their full time to the affairs of the Fund. Any director or officer, employee or agent of the Fund, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to those of or relating to the Fund, subject to compliance with the Fund’s codes of ethics.

SECTION 8.11.  Subtitle 8, Title 3 Election .  The Fund elects to be subject to the provisions of Section 3-804(c) of Subtitle 8 of Title 3 of the Maryland General Corporation Law relating to the filling of vacancies on the Board of Directors.

SECTION 8.12.  Amendments .  In accordance with the Charter, these Bylaws may be repealed, altered, amended or rescinded and new bylaws may be adopted (a) by the stockholders of the Fund (considered for this purpose as one class) by the affirmative vote of not less than a majority of all the votes entitled to be cast by the outstanding shares of capital stock of the Fund generally in the election of directors which are cast on the matter at any meeting of the stockholders called for that purpose (provided that notice of such proposal is included in the notice of such meeting) or (b) by the Board of Directors by the affirmative vote of not less than two-thirds of the Board of Directors at a meeting held in accordance with the provisions of these Bylaws.

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DNP SELECT INCOME FUND INC.

Up To $250,000,000 of Shares of Common Stock

EQUITY DISTRIBUTION AGREEMENT

Dated: June 26, 2018

TABLE OF CONTENTS

i

ii

DNP SELECT INCOME FUND INC.

Up To $250,000,000 of Shares of Common Stock

EQUITY DISTRIBUTION AGREEMENT

June 26, 2018

Wells Fargo Securities, LLC

375 Park Avenue

New York, New York 10152

Ladies and Gentlemen:

DNP Select Income Fund Inc., a Maryland corporation (the “ Fund ”), and Duff & Phelps Investment Management Co., an Illinois corporation (the “ Adviser ”), confirm their respective agreements (this “ Agreement ”) with Wells Fargo Securities, LLC (“ Wells Fargo Securities ”), as follows:

The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Wells Fargo Securities, acting as agent and/or principal, up to $250,000,000 of shares (the “ Securities ”) of the Fund’s common stock, par value $0.001 per share (the “ Common Stock ”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in Section 1 regarding the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Fund, and Wells Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Wells Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “ Commission ”), although nothing in this Agreement shall be construed as requiring the Fund to use the Registration Statement to issue the Securities. The Fund agrees that whenever it determines to sell Securities directly to Wells Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale.

The Fund has entered into (i) an Amended and Restated Investment Advisory Agreement with the Adviser dated as of May 5, 2010 (the “ Investment Management Agreement ”), (ii) a Custody Agreement with The Bank of New York, now known as the Bank of New York Mellon, dated as of February 26, 1999 (the “ Custody Agreement ”), (iii) a Foreign Custody Management Agreement with The Bank of New York, dated as of March 8, 2000 (the “ Foreign Custody Agreement ”), (iv) a Transfer Agency Services Agreement with Computershare Inc. dated as of January 26, 1987 (the “ Transfer Agency Agreement ”), (v) an Amended and Restated Administration and Accounting Services Agreement with J.J.B. Hilliard, W.L. Lyons dated as of August 31, 2010, (the “ Administration Agreement ”), (vi) a Fund Accounting Agreement with The Bank of New York Mellon, dated February 26, 1999 (the “ Accounting Agreement ”), (vii) a Committed Facility Agreement with BNP Paribas Prime Brokerage, Inc. dated March 6, 2009, as amended (the “ Facility Agreement ”), (viii) a U.S. PB Agreement with BNP Paribas Prime Brokerage, Inc. dated as of March 6, 2009 (the “ US PB Agreement ”), (ix) an Amended and Restated Rehypothecation Side Letter with BNP Paribas Prime Brokerage International, Limited

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as successor to BNP Prime Brokerage, Inc. dated as of July 22, 2016 (the “ RSL ”), (x) a Service Agreement with the Adviser and Virtus Partners, Inc. dated as of May 1, 1998 (the “ Service Agreement ” and, collectively with the Investment Management Agreement, the Custody Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Administration Agreement, the Accounting Agreement, the Facility Agreement, the US PB Agreement and the RSL, the “ Fund Agreements ”). In addition, the Fund has adopted a dividend reinvestment plan (“ Dividend Reinvestment Plan ”) pursuant to which holders of common shares of beneficial interest shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash.

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “ Securities Act ”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “ 1940 Act ”), with the Commission a registration statement on Form N-2 (File Nos. 333-223045 and 811-04915) (the “ Original Registration Statement ”), including a base prospectus (including the statement of additional information incorporated by reference therein) (the “ Base Prospectus ”), with respect to the Securities to be issued from time to time by the Fund. The Fund prepared a prospectus supplement specifically relating to the Securities (the “ Prospectus Supplement ”) to the Base Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The Fund shall furnish to Wells Fargo Securities, for use by Wells Fargo Securities, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “ Registration Statement .” The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “ Prospectus .” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“ EDGAR ”).

Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein.

SECTION 1. Placements .

Each time that the Fund wishes to issue and sell the Securities hereunder (each, a “ Placement ”), it will notify Wells Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued

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(the “ Placement Securities ”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “ Placement Notice ”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A . The Placement Notice shall originate from any of the individuals from the Fund set forth on Exhibit B (with a copy to each of the other individuals from the Fund listed on such schedule), and shall be addressed to each of the individuals from Wells Fargo Securities set forth on Exhibit B , as such Exhibit B may be amended from time to time. If Wells Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Fund, wishes to accept amended terms, Wells Fargo Securities will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to Wells Fargo Securities, issue to the Fund a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Fund and Wells Fargo Securities set forth on Exhibit B ) setting forth the terms that Wells Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Fund or Wells Fargo Securities until the Fund delivers to Wells Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “ Acceptance ”), which email shall be addressed to all of the individuals from the Fund and Wells Fargo Securities set forth on Exhibit B . The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Fund of Wells Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Wells Fargo Securities of the Fund’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Fund terminates the Placement Notice, (iii) the Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 3 below. The amount of any discount, commission or other compensation to be paid by the Fund to Wells Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C . It is expressly acknowledged and agreed that neither the Fund nor Wells Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Fund delivers a Placement Notice to Wells Fargo Securities and either (i) Wells Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Fund accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

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SECTION 2. Sale of Placement Securities by Wells Fargo Securities .

Subject to the provisions of Section 5(a), Wells Fargo Securities, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). Wells Fargo Securities will provide written confirmation to the Fund no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the compensation payable by the Fund to Wells Fargo Securities pursuant to Section 1 with respect to such sales, and the Net Proceeds (as defined below) payable to the Fund, with an itemization of the deductions made by Wells Fargo Securities (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), Wells Fargo Securities may sell Placement Securities by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the NYSE, on any other existing trading market for the Common Stock or to or through a market maker, in each case at or above the then-current net asset value of the Common Stock, exclusive of any distributing commission or discount, in accordance with Section 23(b) of the 1940 Act. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), Wells Fargo Securities may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. The Fund and the Adviser acknowledge and agree that (i) there can be no assurance that Wells Fargo Securities will be successful in selling Placement Securities, and (ii) Wells Fargo Securities will incur no liability or obligation to the Fund, the Adviser or any other person or entity if it does not sell Placement Securities for any reason other than a failure by Wells Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 2. For the purposes hereof, “ Trading Day ” means any day on which shares of Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted.

SECTION 3. Suspension of Sales . The Fund or Wells Fargo Securities may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Exhibit B , if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Exhibit B ), suspend any sale of Placement Securities; provided , however , that such suspension shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 3 shall be effective against the other unless it is made to one of the individuals named on Exhibit B hereto, as such Exhibit B may be amended from time to time.

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SECTION 4. Representations and Warranties .

(a)       Representations and Warranties by the Fund and the Adviser . The Fund and the Adviser, jointly and severally, represent and warrant to Wells Fargo Securities as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 6(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with Wells Fargo Securities, as follows:

(1)       Compliance with Registration Requirements . The Securities have been duly registered under the Securities Act, pursuant to the Registration Statement. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the Securities Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the Securities Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Prospectus and the Registration Statement complied when filed with the Commission in all material respects with the requirements of the Securities Act.

(A) The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto shall become effective and (B) the Prospectus and any amendment or supplement thereto when filed with the Commission pursuant to Rule 497 under the Securities Act and as of the date hereof, as of the time of each sale of Placement Securities pursuant to this Agreement (the “ Applicable Time ”) and as of each Settlement Date did or will, comply in all material respects with the requirements of the Securities Act and the 1940 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however , that the Fund makes no representations or warranties as to the information contained in or omitted from the Registration Statement or Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of Wells Fargo Securities specifically for inclusion therein.

The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Fund in writing by Wells Fargo Securities expressly for use therein. For purposes of this Agreement, the only information so furnished shall be Wells Fargo Securities’ name (the “ Agent Information ”).

The Fund’s registration statement on Form 8-A under the Exchange Act is effective.

(2)       Independent Accountants . The accountants whose reports appear in the Prospectus or are incorporated by reference therein, are, and during the periods covered by such reports were, registered independent public accountants as required by the

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Securities Act, the 1940 Act and the Exchange Act and the Public Company Accounting Oversight Board.

(3)       Financial Statements . The financial statements of the Fund included in the Registration Statement and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of the Fund at the dates indicated and the results of operations and cash flows of the Fund for the periods specified; and all such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act and the 1940 Act. The supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein, and the other financial and statistical information and data included in the Registration Statement and the Prospectus are accurately derived from such financial statements and the books and records of the Fund.

(4)       No Material Adverse Change in Business . Since the respective dates as of which information is given in the Prospectus, except as otherwise stated therein, (A) there has been no Fund Material Adverse Effect, (B) there have been no transactions entered into by the Fund which are material with respect to the Fund other than those in the ordinary course of its business as described in the Prospectus and (C) there has been no dividend or distribution of any kind declared, paid or made by the Fund on any class of its Common Stock.

(5)       Good Standing of the Fund . The Fund has been duly formed and is validly existing in good standing as a corporation under the laws of Maryland and has the full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and the Fund is duly qualified to transact business and is in good standing under the laws of each jurisdiction which requires qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Fund Material Adverse Effect.

(6)       No Subsidiaries . The Fund has no subsidiaries.

(7)       Investment Company Status . The Fund is duly registered as a closed-end, diversified management investment company under the 1940 Act and the 1940 Act Notification has been duly filed with the Commission. The Fund has not received any notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement.

(8)       Officers and Directors . No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act. Except as disclosed in the Registration Statement and the Prospectus, no director of the Fund is (A) an “interested person” (as defined in the 1940 Act) of the Fund or (B) an “affiliated person” (as defined in the 1940 Act) of any Underwriter. For

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purposes of this Section 4(a)(8), the Fund and the Adviser shall be entitled to rely on representations from such officers and directors.

(9)       Capitalization . The Fund’s authorized equity capitalization is as set forth in the Registration Statement and the Prospectus; the capital stock of the Fund conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus; all outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Placement Securities have been duly and validly authorized, and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued and fully paid and nonassessable; the Placement Securities are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE; the certificates, if any, for the Placement Securities are in valid and sufficient form; the holders of outstanding shares of Common Stock are not entitled to preemptive or other rights to subscribe for the Placement Securities; and, except as set forth in the Registration Statement or the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Fund are outstanding.

(10)       Power and Authority . The Fund has full power and authority to enter into this Agreement and the Fund Agreements; the execution and delivery of, and the performance by the Fund of its obligations under this Agreement and the Fund Agreements have been duly and validly authorized by the Fund; and this Agreement and the Fund Agreements have been duly executed and delivered by the Fund and constitute the valid and legally binding agreements of the Fund, enforceable against the Fund in accordance with their terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Fund’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

(11)       Approval of Investment Management Agreement . The Fund’s Board of Directors and the Fund’s stockholders have approved the Investment Management Agreement in accordance with Section 15 of the 1940 Act.

(12)       Agreements’ Compliance with Law . This Agreement and each of the Fund Agreements comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act.

(13)       Absence of Defaults and Conflicts . The Fund is not (i) in violation of its Organizational Documents, (ii) in breach or default in the performance of the terms of any indenture, contract, lease, mortgage, declaration of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of

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any decree of the Commission, FINRA, any state securities commission, any foreign securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official having jurisdiction over the Fund, except in the case of clauses (ii) or (iii) any such breach, default or violation that, individually or in the aggregate, would not reasonably be expected to have a Fund Material Adverse Effect.

(14)       Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Fund, threatened, against or affecting the Fund which is required to be disclosed in the Registration Statement and Prospectus (other than as disclosed therein), or that would reasonably be expected to result in a Fund Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the properties or assets of the Fund or the consummation of the transactions contemplated in this Agreement or the performance by the Fund of its obligations under this Agreement or the Fund Agreements; the aggregate of all pending legal or governmental proceedings to which the Fund is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act and the 1940 Act, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Fund Material Adverse Effect.

(15)       Accuracy of Descriptions and Exhibits . The statements set forth under the headings “Description of Capital Stock,” “Certain Provisions in the Charter and By-Laws,” “Certain United States Federal Income Tax Considerations” and “Taxes” in the Registration Statement and the Prospectus, insofar as such statements purport to summarize certain provisions of the 1940 Act, Maryland law, the Fund’s Organizational Documents, U.S. federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such matters in all material respects; all descriptions in the Registration Statement and the Prospectus of any Fund Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Securities Act or the 1940 Act which have not been so described and filed as required.

(16)       Absence of Further Requirements . (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Fund of its obligations under this Agreement or the Fund Agreements, for the offering, issuance, sale or delivery of the Securities hereunder, or for the consummation of any of the other transactions contemplated by this Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement, and the Prospectus, except such as have been already obtained and under the Securities

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Act, the 1940 Act, the rules and regulations of FINRA and the NYSE and such as may be required under state securities laws.

(17)       Non-Contravention . Neither the execution, delivery or performance of this Agreement, the Fund Agreements nor the consummation by the Fund of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the Organizational Documents of the Fund, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Fund is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Fund or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument to which the Fund is a party or by which the Fund may be bound or to which any of the property or assets of the Fund is subject, except in the case of clauses (ii) and (iii) any conflicts or violations that, individually or in the aggregate, would not reasonably be expected to have a Fund Material Adverse Effect.

(18)       Possession of Licenses and Permits . The Fund has such licenses, permits and authorizations of governmental or regulatory authorities (“ Permits ”) as are necessary to own its property and to conduct its business in the manner described in the Prospectus; the Fund has fulfilled and performed all its material obligations with respect to such Permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other material impairment of the rights of the Fund under any such Permit, subject in each case to such qualification as may be set forth in the Prospectus; and none of such Permits contains any restriction that is materially burdensome to the Fund.

(19)       Distribution of Offering Material . The Fund has not distributed and will not distribute any offering material in connection with the offering and sale of the Securities to be sold hereunder by Wells Fargo Securities as principal or agent for the Fund, other than the Prospectus.

(20)       Absence of Registration Rights . There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the Securities Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

(21)       FINRA Matters . All of the information provided to Wells Fargo Securities or to counsel for Wells Fargo Securities by the Fund, and, to the knowledge of the Fund after reasonable inquiry, its officers and directors in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA’s conduct rules is true, complete and correct in all material respects.

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(22)       Tax Returns . The Fund has filed all tax returns that are required to be filed and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, have a Fund Material Adverse Effect.

(23)       Subchapter M . The Fund is currently in compliance with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “ Code ”) to qualify as a regulated investment company under the Code and intends to direct the investment of the net proceeds of the offering of the Securities in such a manner as to comply with the requirements of Subchapter M of the Code.

(24)       Insurance . The Fund is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged and which the Fund deems adequate; all policies of insurance insuring the Fund or its business, assets, employees, officers and trustees, including its fidelity bond required by Rule 17g-1 under the 1940 Act and the Fund’s directors and officers/errors and omissions insurance policy, are in full force and effect; the Fund is in compliance with the terms of such fidelity bond and policy in all material respects; there are no claims by the Fund under any such fidelity bond or policy as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that could not have a Fund Material Adverse Effect.

(25)       Accounting Controls and Disclosure Controls . The Fund maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorizations and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act and the Code; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs “internal control over financial reporting” (as such term is defined in Rule 30a-3 under the 1940 Act) and such internal control over financial reporting is and shall be effective as required by the 1940 Act. The Fund is not aware of any material weakness in its internal control over financial reporting. The Fund employs “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures are effective.

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(26)       Compliance with the Sarbanes-Oxley Act . There is and has been no failure on the part of the Fund or any of the directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, including Sections 302 and 906 related to certifications.

(27)       Fund Compliance with Policies and Procedures . The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) by the Fund, including policies and procedures that provide oversight of compliance for each investment adviser, administrator and transfer agent of the Fund.

(28)       Absence of Manipulation . Other than excepted activity pursuant to Regulation M under the Exchange Act, the Fund has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities.

(29)       Statistical, Demographic or Market-Related Data . Any statistical, demographic or market-related data included in the Registration Statement or the Prospectus is based on or derived from sources that the Fund believes to be reliable and accurate and all such data included in the Registration Statement or the Prospectus accurately reflects the materials upon which it is based or from which it was derived.

(30)       No Unlawful Payments . Neither the Fund nor any director or officer of the Fund nor, to the knowledge of the Fund, any employee, agent, affiliate or other person associated with or acting on behalf of the Fund is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) the making or taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Fund has instituted, maintained and enforced, and will continue to maintain and enforce, as required by applicable law, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

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(31)       Money Laundering Laws . The operations of the Fund are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Fund with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Fund is, threatened.

(32)       No Conflicts with Sanction Laws . Neither the Fund nor any director or officer of the Fund nor, to the knowledge of the Fund, any employee, agent, affiliate or other person associated with or acting on behalf of the Fund is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Fund, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Fund will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Fund has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country.

(33)       Actively Traded Security . The Common Stock is an “actively traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

(34)       Lending Relationship . Except as disclosed in the Registration Statement and the Prospectus, the Fund does not have any outstanding borrowings from, nor is a party to any line of credit, credit agreement or other credit facility or otherwise has a borrowing relationship with, any bank or other lending institution affiliated with Wells Fargo Securities, and the Fund does not intend to use any of the proceeds from the sale of the Securities to repay any debt owed to Wells Fargo Securities or any affiliate thereof.

(35)       Transfer Taxes . There are no stock or other transfer taxes, stamp duties, capital duties or other similar duties, taxes or charges payable in connection with the

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execution or delivery of this Agreement by the Fund or the issuance or sale by the Fund of the Securities to be sold by the Fund to Wells Fargo Securities hereunder.

(36)       Proprietary Trading by Wells Fargo Securities . The Fund acknowledges and agrees that Wells Fargo Securities has informed the Fund that Wells Fargo Securities may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by Wells Fargo Securities in the Placement Notice (as amended by the corresponding Acceptance, if applicable).

(b)       Representations and Warranties by the Adviser. The Adviser represents and warrants Wells Fargo Securities as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 6(o) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agrees with Wells Fargo Securities, as follows:

(1)       Adviser Status . The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act, from acting under the Investment Management Agreement as contemplated by the Prospectus.

(2)       Capitalization . The Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and under this Agreement and the Investment Management Agreement.

(3)       No Material Adverse Change in Business . Since the respective dates as of which information is given in the Prospectus, except as otherwise stated therein, (A) there has been no Adviser Material Adverse Effect and (B) there have been no transactions entered into by the Adviser which are material with respect to the Adviser other than those in the ordinary course of its business as described in the Prospectus.

(4)       Good Standing . The Adviser has been duly formed and is validly existing in good standing as a limited partnership under the laws of the jurisdiction of its organization and has the full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Adviser is duly qualified to transact business and is in good standing under the laws of each jurisdiction which requires qualification.

(5)       Power and Authority . The Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement; the execution and delivery of, and the performance by the Adviser of its obligations under this Agreement and the Investment Management Agreement have been duly and validly authorized by the Adviser; and this Agreement and the Investment Management Agreement have been duly executed and delivered by the Adviser and constitute the valid and legally binding agreements of the Adviser, enforceable against the Adviser in accordance with their

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terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

(6)       Description of the Adviser . The description of the Adviser and its business and the statements attributable to the Adviser in the Prospectus complied and comply in all material respects with the provisions of the Securities Act, the 1940 Act and the Advisers Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(7)       Non-Contravention . Neither the execution, delivery or performance of this Agreement or the Investment Management Agreement nor the consummation by the Fund or the Adviser of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the Organizational Documents of the Adviser, (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Adviser is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser pursuant to the terms of any agreement or instrument to which the Adviser is a party or by which the Adviser may be bound or to which any of the property or assets of the Adviser is subject.

(8)       Agreements’ Compliance with Laws . This Agreement, the Investment Management Agreement and comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act.

(9)       Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser, threatened, against or affecting the Adviser which is required to be disclosed in the Prospectus (other than as disclosed therein), or that could reasonably be expected to result in an Adviser Material Adverse Effect, or that could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Adviser of its obligations under this Agreement or the Investment Management Agreement; the aggregate of all pending legal or governmental proceedings to which the Adviser is a party or of which any of its property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in an Adviser Material Adverse Effect.

(10)       Absence of Further Requirements . (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or

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governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Adviser of its obligations under this Agreement or the Investment Management Agreement, except such as have been already obtained under the Securities Act, the 1940 Act, the rules and regulations of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Adviser.

(11)       Possession of Permits . The Adviser has such Permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus; the Adviser has fulfilled and performed all its material obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Adviser under any such Permit.

(12)       Adviser Compliance with Policies and Procedures . The Adviser has adopted and implemented written policies and procedures under Rule 206(4)-7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by the Adviser and its supervised persons.

(13)       Absence of Manipulation . The Adviser has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Placement Securities, and the Adviser is not aware of any such action taken or to be taken by any affiliates of the Adviser, other than such actions as taken by the Underwriters that are affiliates of the Adviser, so long as such actions are in compliance with all applicable law.

(14)       Promotional Materials . In the event that the Fund or the Adviser makes available any promotional materials related to the Placement Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain, or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

(15)       Internal Controls . The Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Management Agreement are executed in accordance with its management’s general or specific authorization; and (ii) access to the Fund’s assets is permitted only in accordance with management’s general or specific authorization.

(16)       Money Laundering Laws . The operations of the Adviser and its subsidiaries are and have been conducted at all times in compliance with Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the

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Adviser or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Adviser or any of its subsidiaries is, threatened.

(17)       No Unlawful Payments . Neither the Adviser nor any of its subsidiaries nor any director, officer, or employee of the Adviser or any of its subsidiaries nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) the making or taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(18)       No Conflicts with Sanction Laws . Neither the Adviser nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Adviser, any agent, employee or affiliate or other person associated with or acting on behalf of the Adviser or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Adviser, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Adviser will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (ii) to fund or facilitate any activities of or any business in any Sanctioned Country or (iii) in any other manner that could result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Adviser and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country.

(c)       Certificates . Any certificate signed by any officer of the Fund or any of its subsidiaries and delivered to Wells Fargo Securities or to counsel for Wells Fargo Securities

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shall be deemed a representation and warranty by the Fund to Wells Fargo Securities as to the matters covered thereby.

SECTION 5. Sale and Delivery to Wells Fargo Securities; Settlement .

(a)       Sale of Placement Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon Wells Fargo Securities’ acceptance of the terms of a Placement Notice or upon receipt by Wells Fargo Securities of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Wells Fargo Securities, for the period specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). The Fund acknowledges and agrees that (i) there can be no assurance that Wells Fargo Securities will be successful in selling Placement Securities, (ii) Wells Fargo Securities will incur no liability or obligation to the Fund or any other person or entity if it does not sell Placement Securities for any reason other than a failure by Wells Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 5 and (iii) Wells Fargo Securities shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by Wells Fargo Securities in the Placement Notice (as amended by the corresponding Acceptance, if applicable).

(b)       Settlement of Placement Securities . Unless otherwise specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable), settlement for sales of Placement Securities will occur on the second (2 ^nd ) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “ Settlement Date ”). The amount of proceeds to be delivered to the Fund on a Settlement Date against receipt of the Placement Securities sold (the “ Net Proceeds ”) will be equal to the aggregate sales price received by Wells Fargo Securities at which such Placement Securities were sold, after deduction for (i) Wells Fargo Securities’ commission, discount or other compensation for such sales payable by the Fund, (ii) any other amounts due and payable by the Fund to Wells Fargo Securities hereunder pursuant to Section 7(a) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

(c)       Delivery of Placement Securities . On or before each Settlement Date, the Fund will, or will cause its transfer agent to, electronically transfer the Placement Securities being sold by crediting Wells Fargo Securities’ or its designee’s account (provided Wells Fargo Securities shall have given the Fund written notice of such designee prior to the Settlement Date) at The Depository Trust Fund through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Wells Fargo Securities will deliver the related Net Proceeds in same day funds to an

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account designated by the Fund on, or prior to, the Settlement Date. If the Fund, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Securities on a Settlement Date, the Fund agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereof, it will (i) hold Wells Fargo Securities harmless against any loss, liability, claim, damage, or expense whatsoever (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Fund or its transfer agent and (ii) pay to Wells Fargo Securities any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

(d)       Denominations; Registration . Any certificates for the Securities shall be in such denominations and registered in such names as Wells Fargo Securities may request in writing at least one full business day before the Settlement Date. Any certificates for the Securities will be made available for examination and packaging by Wells Fargo Securities in The City of New York not later than noon (New York time) on the business day prior to the Settlement Date. The Fund shall deliver the Securities, if any, through the facilities of The Depository Trust Fund unless Wells Fargo Securities shall otherwise instruct.

(e)       Black-out Limitations . Notwithstanding any other provision of this Agreement, the Fund shall not offer or sell, or instruct Wells Fargo Securities to offer or sell, any Placement Securities through Wells Fargo Securities as agent (and, by notice to Wells Fargo Securities given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for any such offer or sale of any Placement Securities prior to the commencement of the periods referenced below), and Wells Fargo Securities shall not be obligated to make any such offer or sale of Placement Securities, during any period in which the Fund is, or could be deemed to be, in possession of material non-public information.

SECTION 6. Covenants of the Fund and the Adviser . The Fund and the Adviser, jointly and severally, covenants with Wells Fargo Securities as follows:

(a)       Registration Statement Amendments; Payment of Fees . After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Wells Fargo Securities under the Securities Act, the Fund (i) will notify Wells Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) will prepare and file with the Commission, promptly upon Wells Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Wells Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Wells Fargo Securities ( provided , however , that the failure of Wells Fargo Securities to make such request shall not relieve the Fund of any obligation or liability hereunder, or affect Wells Fargo Securities’ right to rely on the representations and warranties made by the Fund in this Agreement); (iii) will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy

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thereof has been submitted to Wells Fargo Securities within a reasonable period of time before the filing and Wells Fargo Securities has not reasonably objected thereto ( provided , however , that the failure of Wells Fargo Securities to make such objection shall not relieve the Fund of any obligation or liability hereunder, or affect Wells Fargo Securities’ right to rely on the representations and warranties made by the Fund in this Agreement) and the Fund will furnish to Wells Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 497 the Securities Act.

(b)       Notice of Commission Stop Orders . The Fund will advise Wells Fargo Securities, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any other order preventing or suspending the use of the Prospectus, or of the suspension of the qualification of the Placement Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes. The Fund will make every reasonable effort to prevent the issuance of any stop order, the suspension of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment.

(c)       Delivery of Registration Statement and Prospectus . The Fund will furnish to Wells Fargo Securities and its counsel (at the expense of the Fund) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Placement Securities is required to be delivered under the Securities Act (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities and at such locations as Wells Fargo Securities may from time to time reasonably request. The copies of the Registration Statement and the Prospectus and any supplements or amendments thereto furnished to Wells Fargo Securities will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)       Continued Compliance with Securities Laws . If at any time when a Prospectus is required by the Securities Act, the 1940 Act or the Exchange Act to be delivered in connection with a pending sale of the Placement Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for Wells Fargo Securities or for the Fund, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances existing at the time it is delivered to a purchaser not misleading, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act, the Fund will promptly notify Wells Fargo Securities to suspend the offering of Placement Securities during

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such period and the Fund will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Fund will furnish to Wells Fargo Securities such number of copies of such amendment or supplement as Wells Fargo Securities may reasonably request.

(e)       Blue Sky and Other Qualifications . The Fund will use its best efforts, in cooperation with Wells Fargo Securities, to qualify the Placement Securities for offering and sale, or to obtain an exemption for the Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as Wells Fargo Securities may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Securities (but in no event for less than one year from the date of this Agreement); provided , however , that the Fund shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Securities have been so qualified or exempt, the Fund will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Securities (but in no event for less than one year from the date of this Agreement).

(f)       Rule 158 . As soon as practicable, the Fund will make generally available to its securityholders and to Wells Fargo Securities an earnings statement or statements of the Fund which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(g)       Use of Proceeds . The Fund will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.”

(h)       Listing . During any period in which the Prospectus relating to the Placement Securities is required to be delivered by Wells Fargo Securities under the Securities Act with respect to a pending sale of the Placement Securities, the Fund will use its commercially reasonable efforts to cause the Placement Securities to be listed on the NYSE.

(i)       Filings with the NYSE . The Fund will timely file with the NYSE all material documents and notices required by the NYSE of companies that have or will issue securities that are traded on the NYSE.

(j)       Reporting Requirements . The Fund, during the period when the Prospectus is required to be delivered under the Securities Act, the 1940 Act, will file all documents required to be filed with the Commission pursuant to the Securities Act or the 1940 Act or within the time periods required by the Exchange Act or the 1940 Act.

(k)       Notice of Other Sales . The Fund will not, without giving Wells Fargo Securities at least three (3) business days prior written notice of a proposed sale, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of

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Common Stock (other than the Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Wells Fargo Securities hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Securities sold pursuant to such Placement Notice; without the prior written consent of Wells Fargo Securities, the Fund will not directly or indirectly engage in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock to the tenth (10th) Trading Day immediately following the final Settlement Date with respect to Placement Securities sold pursuant to such Placement Notice; provided , however , that such restrictions will not be required in connection with the Fund’s issuance or sale of shares of Common Stock pursuant to (i) the Dividend Reinvestment Plan, and (ii) conversion of securities or the exercise of warrants, options or other rights in effect or outstanding as of the date of this Agreement.

(l)       Change of Circumstances . The Fund will, at any time during a fiscal quarter in which the Fund intends to tender a Placement Notice or sell Placement Securities, advise Wells Fargo Securities promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Wells Fargo Securities pursuant to this Agreement.

(m)       Due Diligence Cooperation . The Fund will cooperate with any due diligence review conducted by Wells Fargo Securities or its agents, including, without limitation, providing information and making available documents and senior corporate officers, as Wells Fargo Securities may reasonably request; provided , however , that the Fund shall be required to make available documents and senior corporate officers only (i) at the Fund’s principal offices and (ii) during the Fund’s ordinary business hours. The parties acknowledge that the due diligence review contemplated by this Section 6(m) will include during the term of this Agreement a bring-down diligence conference among Wells Fargo Securities and certain officers of the Fund’s operations or legal departments upon the issuance by the Fund of a Placement Notice and a diligence conference to occur within five (5) business days (or such later time as Wells Fargo Securities may agree) following the Fund’s filing of each of its annual and semi-annual reports on Form N-CSR and N-CSRS (each, a “ Report ”), whereby the Fund and the Adviser will make their respective senior corporate officers, including portfolio managers, available to address certain diligence inquiries of Wells Fargo Securities and will provide such additional information and documents as Wells Fargo Securities may reasonably request. The requirement to conduct a due diligence session under this Section 6(m) shall be waived if at the time such due diligence session is required pursuant to this Agreement there is no Placement Notice outstanding or the Fund has suspended the sale of, or otherwise does not intend to sell, Placement Securities; provided , however , that such waiver shall not apply for any Representation Date on which the Fund files its annual report on Form N-CSR. Notwithstanding the foregoing, if the Fund subsequently decides to issue a Placement Notice or otherwise resume the sale of Placement Securities prior to the next occurring Representation Date, the Fund shall conduct the

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due diligence session contemplated by this Section 6(m) at or prior to the issuance of such Placement Notice or the resumption of the sale of Placement Securities.

(n)     Representation Dates; Certificate . On the date hereof and:

(1)      each time the Fund:

(i)      files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Securities;

(ii)     files an annual report on Form N-CSR;

(iii)    files a semi-annual report on Form N-CSRS; and

(2)       at any other time reasonably requested by Wells Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iii) and any time of request pursuant to this Section 6(n) shall be a “ Representation Date ”),

the Fund shall furnish Wells Fargo Securities with an officer’s certificate, in the form attached hereto as Exhibit F-1 and a certificate of the Fund’s Secretary or Assistant Secretary, in form and substance reasonably satisfactory to Wells Fargo Securities and the Adviser shall furnish Wells Fargo Securities with an officer’s certificate, in the form attached hereto as Exhibit F-2 and a certificate of the Adviser’s Secretary or Assistant Secretary, in form and substance reasonably satisfactory to Wells Fargo Securities. The requirement to provide a certificate under this Section 6(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Fund delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided , however , that such waiver shall not apply for any Representation Date on which the Fund files its annual report on Form N-CSR. Notwithstanding the foregoing, if the Fund subsequently decides to sell Placement Securities following a Representation Date when the Fund relied on such waiver and did not provide Wells Fargo Securities with a certificate under this Section 6(n), then before the Fund delivers the Placement Notice or Wells Fargo Securities sells any Placement Securities, the Fund shall provide Wells Fargo Securities with an officer’s certificate, in the form attached hereto as Exhibit F , and a certificate of the Fund’s Secretary or Assistant Secretary, in form and substance reasonably satisfactory to Wells Fargo Securities, each dated the date of the Placement Notice.

(o)       Legal Opinion of the Fund . On the date hereof and within three (3) Trading Days of each Representation Date with respect to which the Fund is obligated to deliver a certificate in the form attached hereto as Exhibit F-1 and F-2 for which no waiver is applicable, the Fund shall cause to be furnished to Wells Fargo Securities written opinions and letters of Mayer Brown LLP, counsel to the Fund (“ Fund Counsel ”), and Morrison & Foerster LLC, special Maryland counsel to the Fund (“ Maryland Counsel ”), or other counsel satisfactory to Wells Fargo

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Securities, in form and substance satisfactory to Wells Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits D-1, D-2 and D-3, respectively , modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided , however , that in lieu of such opinions and letters for subsequent Representation Dates, Fund Counsel and Maryland Counsel may furnish Wells Fargo Securities with a letter (a “ Reliance Letter ”) to the effect that Wells Fargo Securities may rely on a prior opinion and letters delivered under this Section 6(o) to the same extent as if it were dated the date of such letters (except that statements in such prior opinions and letters shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In the event that a Representation Date is triggered by the filing of a Report, only the letter identified in Exhibit G shall be required.

(p)       Legal Opinion of the Adviser . On the date hereof and within three (3) Trading Days of each Representation Date with respect to which the Fund is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Adviser shall cause to be furnished to Wells Fargo Securities written opinions and letters of Mark S. Flynn, Executive Vice President and General Counsel of the Adviser (“ Adviser Counsel ”), and Morgan, Lewis & Bockius LLP, special Illinois counsel to the Adviser (“ Illinois Counsel ”), or other counsel satisfactory to Wells Fargo Securities, in form and substance satisfactory to Wells Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits E-1 and E-2, respectively , modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided , however , that in lieu of such opinions and letters for subsequent Representation Dates, Adviser Counsel and Illinois Counsel may furnish Wells Fargo Securities with a Reliance Letter to the effect that Wells Fargo Securities may rely on a prior opinion and letters delivered under this Section 6(p) to the same extent as if it were dated the date of such letters (except that statements in such prior opinions and letters shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In the event that a Representation Date is triggered by the filing of a Report, only the letter identified in Exhibit G shall be required.

(q)       Comfort Letter . On the date hereof and thereafter as of the date of each Report (other than the Fund’s annual report on Form N-CSR) and, during any period in which the Prospectus relating to the Placement Securities is required to be delivered by Wells Fargo Securities, each time that the Registration Statement is amended or the Prospectus supplemented to include additional amended financial information (a “ Financial Amendment ”) the Fund shall cause its independent accountants to furnish Wells Fargo Securities letters (the “ Comfort Letters ”), dated the date of each Representation Date, in form and substance satisfactory to Wells Fargo Securities, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “ Initial Comfort Letter ”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and

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supplemented to the date of such letter. Notwithstanding the foregoing, in the event that the Report requiring a Comfort Letter is the Fund’s semi-annual report, the Fund shall also deliver, in addition to the Comfort Letter, to Wells Fargo Securities on the date of the applicable Report a certificate of the Fund’s chief financial officer substantially in the form attached hereto as Exhibit H (the “CFO Certificate”). The requirement to provide a Comfort Letter and CFO Certificate, as applicable, hereunder shall be waived if at the time of the required delivery of the Comfort Letter and CFO Certificate pursuant to this Agreement there is no Placement Notice outstanding or the Fund has suspended the sale of, or otherwise does not intend to sell, Placement Shares. Notwithstanding the foregoing, if the Fund subsequently decides to issue a Placement Notice or otherwise resume the sale of Placement Shares prior to the next occurring applicable Report or Financial Amendment, the Fund shall provide Wells Fargo Securities with a Comfort Letter and CFO Certificate, as applicable, at or prior to the issuance of such Placement Notice or the resumption of the sale of Placement Shares.

(r)       Opinion of Counsel for Wells Fargo Securities . On the date hereof and within three (3) Trading Days of each Representation Date with respect to which the Fund is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, Wells Fargo Securities shall have received the favorable written opinion or opinions of Simpson Thacher & Bartlett LLP, counsel for Wells Fargo Securities, dated such date, with respect to such matters as Wells Fargo Securities may reasonably request.

(s)       Market Activities . The Fund will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities or (ii) sell, bid for, or purchase the Securities to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Securities to be issued and sold pursuant to this Agreement other than Wells Fargo Securities; provided , however , that the Fund may bid for and purchase its Common Stock in accordance with Rule 10b-18 under the Exchange Act; and provided further, that no such bids or purchases shall be made by the Fund during the three (3) Trading Days before or after any sale of any Securities pursuant to this Agreement.

(t)       Insurance . The Fund shall maintain, or caused to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for companies engaged in similar businesses in similar industries.

(u)       Compliance with Laws . The Fund shall maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Fund and each of its subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations could not reasonably be expected to have a Fund Material Adverse Effect.

(v)       Securities Act, 1940 Act and Exchange Act . The Fund will use its best efforts to comply with all requirements imposed upon it by the Securities Act, 1940 Act and the Exchange

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Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Securities as contemplated by the provisions hereof and the Prospectus.

(w)       No Offer to Sell . The Fund (including its agents and representatives, other than Wells Fargo Securities in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Securities hereunder, except by means of the Prospectus.

(x)       Sarbanes-Oxley Act . The Fund and its subsidiaries will use their best efforts to comply with all effective applicable provisions of the Sarbanes-Oxley Act of 2002.

(y)       Subchapter M. The Fund will comply with the requirements of Subchapter M of the Code to qualify as a regulated investment company under the Code.

(z)       Regulation M . If the Fund has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Fund or the Common Stock, it shall promptly notify Wells Fargo Securities and sales of the Placement Securities under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.

SECTION 7. Payment of Expenses .

(a)       Expenses . The Fund will pay all costs, fees and expenses incurred in connection with performance of its obligations hereunder and in connection with the transactions contemplated under this Agreement, including, without limitation, (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto, (ii) the word processing, printing and delivery to Wells Fargo Securities of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Securities, (iii) the preparation, issuance and delivery of the certificates for the Placement Securities to Wells Fargo Securities, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Securities to Wells Fargo Securities, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Fund, (v) the printing and delivery to Wells Fargo Securities of copies of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by Wells Fargo Securities to investors, (vi) the fees and expenses of the custodian and the transfer agent and registrar for the Securities, (vii) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to Wells Fargo Securities in connection with, the review by FINRA of the terms of the sale of the Securities, (viii) the fees and expenses incurred in connection with the listing of the Placement Securities on the NYSE, (ix) the reasonable and documented disbursements of counsel for Wells Fargo Securities in connection with the copying and delivery of closing documents delivered by the Fund or the Fund’s accountants or counsel (including any local counsel) and (x) the reimbursement of Wells Fargo Securities for all of its reasonable and

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documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wells Fargo Securities incurred by Wells Fargo Securities in connection with the transactions contemplated by this Agreement up to $50,000 per calendar year (the “ Expenses ”). The Expenses shall be due and payable by the Fund to Wells Fargo Securities within five (5) business days of the Fund receiving notice thereof.

(b)       Termination of Agreement . If this Agreement is terminated by the Fund or the Adviser in accordance with the provisions of Section 8 or Section 12(a)(i) hereof, the Fund shall reimburse Wells Fargo Securities for all of their reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Wells Fargo Securities.

SECTION 8. Conditions of Wells Fargo Securities ’ Obligations . The obligations of Wells Fargo Securities hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Fund and the Adviser contained in this Agreement or in certificates of any officer of the Fund and the Adviser delivered pursuant to the provisions hereof, to the performance by the Fund and the Adviser of their covenants and other obligations hereunder, and to the following further conditions:

(a)       Effectiveness of Registration Statement . The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Securities issued pursuant to all prior Placement Notices (each as amended by a corresponding Acceptance, if applicable) and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice (each as amended by a corresponding Acceptance, if applicable).

(b)       No Material Notices . None of the following events shall have occurred and be continuing: (i) receipt by the Fund of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Fund of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus, or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(c)       No Misstatement or Material Omission . Wells Fargo Securities shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in Wells Fargo Securities’ reasonable opinion is material, or omits to state a fact that in Wells Fargo Securities’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(d)       Material Changes . Except as contemplated in the Prospectus, or disclosed in the Fund’s reports filed with the Commission, there shall not have been any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

(e)       Opinion of Counsel . Wells Fargo Securities shall have received (i) the favorable opinions and letters of Fund Counsel and Maryland Counsel, required to be delivered pursuant to Section 6(o) on or before the date on which such delivery of such opinion is required pursuant to Section 6(o) and (ii) the favorable opinions and letters of Adviser Counsel and Illinois Counsel, required to be delivered pursuant to Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p).

(f)       Representation Certificates . Wells Fargo Securities shall have received the certificates required to be delivered pursuant to Section 6(n) on or before the date on which delivery of such certificate is required pursuant to Section 6(n).

(g)       Accountant’s Comfort Letter and CFO Certificate . Wells Fargo Securities shall have received the Comfort Letter and CFO Certificate required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such opinion is required pursuant to Section 6(q).

(h)       Approval for Listing . (i) The Placement Securities shall either have been approved for listing on NYSE, subject only to notice of issuance, or (ii) the Fund shall have filed an application for listing of the Placement Securities on NYSE at, or prior to, the issuance of any Placement Notice.

(i)       No Objection . Prior to the issuance of any Placement Notice, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(j)       No Suspension . Trading in the Securities shall not have been suspended on the NYSE.

(k)       Additional Documents. On each date on which the Fund is required to deliver a certificate pursuant to Section 6(n), counsel for Wells Fargo Securities shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement.

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(l)       Securities Act Filings Made . All filings with the Commission required by Rule 497 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.

(m)       Termination of Agreement . If any condition specified in this Section 8 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by Wells Fargo Securities by notice to the Fund, and such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that, in the case of any termination of this Agreement, Sections 4, 9, 10, 11 and 20 hereof shall survive such termination and remain in full force and effect.

SECTION 9. Indemnification .

(a)       Indemnification by the Fund and the Adviser . The Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless the Wells Fargo Securities, its affiliates, directors, officers, employees and agents, and each person, if any, who controls Wells Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i)      against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 497 under the 1940 Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Fund in connection with the marketing of any offering of Securities (“ Marketing Materials ”), including any roadshow or investor presentations made to investors by the Fund (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Fund; and

(iii)    against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Wells Fargo Securities), reasonably

28

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,

provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Information.

(b)       Indemnification by Wells Fargo Securities . Wells Fargo Securities agrees to indemnify and hold harmless the Fund, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)(i) of this Section 9, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent Information.

(c)       Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Wells Fargo Securities and each person, if any, who controls Wells Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Wells Fargo Securities; and counsel to the Fund, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Fund. An indemnifying party may participate at its own expense in the defense of any such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Wells Fargo Securities and each person, if any, who controls Wells Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim

29

whatsoever in respect of which indemnification or contribution could be sought under this Section 9 or Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)       Settlement Without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 9(a)(ii) effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e)       Other Agreements with Respect to Indemnification and Contribution . The provisions of this Section 9 and in Section 10 hereof shall not affect any agreements among the Fund and the Adviser with respect to indemnification of each other or contribution between themselves.

SECTION 10. Contribution . If the indemnification provided for in Section 9 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Adviser on the one hand and Wells Fargo Securities on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Adviser on the one hand and of Wells Fargo Securities on the other hand in connection with the statements or omissions.

The relative benefits received by the Fund and the Adviser on the one hand and Wells Fargo Securities on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Fund and the Adviser and the total commissions received by Wells Fargo Securities, in each case as set forth on the cover of the Prospectus, bear to the aggregate public offering price of the Securities as set forth on such cover.

The relative fault of the Fund and the Adviser on the one hand and Wells Fargo Securities on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a

30

material fact relates to information supplied by the Fund, by the Adviser or by Wells Fargo Securities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

Each of the Fund, the Adviser and Wells Fargo Securities agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 10. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 10 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 10, Wells Fargo Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which Wells Fargo Securities has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 10, each person, if any, who controls Wells Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as Wells Fargo Securities, and each director of the Fund, each officer of the Fund who signed the Registration Statement, and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Fund.

SECTION 11. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Fund or signed by or on behalf of the Adviser submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Wells Fargo Securities or controlling person, or by or on behalf of the Fund, or by or on behalf of the Adviser and shall survive delivery of the Securities to Wells Fargo Securities.

SECTION 12. Termination of Agreement .

(a)       Termination; General . Wells Fargo Securities may terminate this Agreement, by notice to the Fund or the Adviser, as hereinafter specified at any time if (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser and its subsidiaries

31

considered as one enterprise, whether or not arising in the ordinary course of business; or (ii) there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Wells Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities; or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; or (iv) a banking moratorium has been declared by either Federal or New York authorities.

(b)       Termination by the Fund . The Fund shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in their sole discretion at any time after the date of this Agreement.

(c)       Termination by Wells Fargo Securities . Wells Fargo Securities shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

(d)       Automatic Termination . Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Securities through Wells Fargo Securities on the terms and subject to the conditions set forth herein.

(e)       Continued Force and Effect . This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c) or (d) above or otherwise by mutual agreement of the parties.

(f)       Effectiveness of Termination . Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided , however , that such termination shall not be effective until the close of business on the date of receipt of such notice by Wells Fargo Securities or the Fund, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Securities, such Placement Securities shall settle in accordance with the provisions of this Agreement.

(g)       Liabilities . If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party except as provided in Section 7 hereof, and except that, in the case of any termination of this Agreement, Section 4, Section 9, Section 10, Section 11 and Section 20 hereof shall survive such termination and remain in full force and effect.

SECTION 13. Notices . Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be

32

deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Wells Fargo Securities shall be directed to Wells Fargo Securities at Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention of Equity Syndicate; notices to the Fund and the Adviser shall be directed to it at Duff & Phelps Investment Management, 200 South Wacker Dr., Suite 500, Chicago, Illinois, Attention of William J. Renahan.

SECTION 14. Parties . This Agreement shall inure to the benefit of and be binding upon Wells Fargo Securities, the Fund, the Adviser and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than Wells Fargo Securities, the Fund, the Adviser and their respective successors and the controlling persons and officers and directors referred to in Sections 9 and 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of Wells Fargo Securities, the Fund and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from Wells Fargo Securities shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Adjustments for Stock Splits . The parties acknowledge and agree that all stock-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Securities.

SECTION 16. Governing Law and Time . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 17. Effect of Headings . The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or e-mail transmission.

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SECTION 19. Definitions . As used in this Agreement, the following terms have the respective meanings set forth below:

“ 1940 Act Notification ” means a notification of registration of the Fund as an investment company under the 1940 Act on Form N-8A, as the 1940 Act Notification may be amended from time to time.

“ Advisers Act ” means the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder.

“ Adviser Material Adverse Effect ” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Adviser, whether or not arising in the ordinary course of business.

“ Applicable Time ” means the time of each sale of any Securities or any securities pursuant to this Agreement.

“ Capital Stock ” means any Common Stock or other capital stock of the Fund.

“ Commission ” means the Securities and Exchange Commission.

“ EDGAR ” means the Commission’s Electronic Data Gathering, Analysis and Retrieval system.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Fund Documents ” means any contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements to which the Fund or any of its subsidiaries is a party or by which the Fund or any of its subsidiaries is bound or to which any of the property or assets of the Fund.

“ Fund Material Adverse Effect ” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business.

“ Organizational Documents ” means (a) in the case of a corporation, its charter and by laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability Fund, its articles of organization, certificate of formation or similar

34

organizational documents and its operating agreement, limited liability Fund agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.

“ Rule 405 ,” “ Rule 415 ,” “ Rule 462(b), ” and “ Rule 497 ” refer to such rules under the Securities Act.

“ Rule 462(b) Registration Statement ” means a registration statement filed by the Fund pursuant to Rule 462(b) for the purpose of registering any of the Securities under the Securities Act, including the documents incorporated by reference therein and the Rule 430A Information.

“ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by Wells Fargo Securities outside of the United States.

SECTION 20. Absence of Fiduciary Relationship . Each of the Fund and the Adviser, severally and not jointly, acknowledges and agrees that:

(a)       Wells Fargo Securities is acting solely as agent and/or principal in connection with the public offering of the Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Fund, the Adviser, or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Wells Fargo Securities, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not Wells Fargo Securities has advised or is advising the Fund or the Adviser on other matters, and Wells Fargo Securities has no obligation to the Fund or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

35

(b)       the public offering price of the Securities set forth in this Agreement was not established by Wells Fargo Securities;

(c)       it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d)       Wells Fargo Securities has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

(e)       it is aware that Wells Fargo Securities and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Fund or the Adviser and Wells Fargo Securities has no obligation to disclose such interests and transactions to the Fund or the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise; and

(f)       it waives, to the fullest extent permitted by law, any claims it may have against Wells Fargo Securities for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Wells Fargo Securities shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Fund, the Adviser, or their employees or creditors.

[ Signature Page Follows .]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between Wells Fargo Securities and the Fund in accordance with its terms.

37

Subject: Equity Distribution—Placement Notice

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among DNP Select Income Fund Inc. (the “ Fund ”), Duff & Phelps Investment Management Co. (the “ Adviser ”) and Wells Fargo Securities, LLC (“ Wells Fargo Securities ”) dated June 26, 2018 (the “ Agreement ”), I hereby request on behalf of the Fund that Wells Fargo Securities sell up to [●] shares of the Fund’s common stock, par value $0.001 per share, at a minimum market price of [    ] per share.

[ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES UPON WHICH THE SHARES MAY NOT BE SOLD, THE MANNER IN WHICH SALES ARE TO BE MADE BY WELLS FARGO SECURITIES, AND/OR THE CAPACITY IN WHICH WELLS FARGO SECURITIES MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).]

A-1

EXHIBIT B

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES

WELLS FARGO SECURITIES, LLC

Jennifer Lynch

Managing Director

(212) 214-6122

jennifer.r.lynch@wellsfargo.com

William O’Connell

Managing Director

(212) 214-6127

william.oconnell@wellsfargo.com

Josie Callanan

Associate

(212) 214-6128

josie.callanan@wellsfargo.com

DNP SELECT INCOME FUND INC.

Nathan I. Partain

President and Chief Executive Officer

(312) 917-6513

nathan.partain@dpimc.com

Daniel J. Petrisko

Senior Vice President and Assistant Secretary

(312) 917-6593

dan.petrisko@dpimc.com

Alan M. Meder

Treasurer and Assistant Secretary

(312) 917-6529

alan.meder@dpimc.com

B-1

EXHIBIT C

COMPENSATION

Wells Fargo Securities shall be paid compensation equal to up to 2.0% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement.

C-1

EXHIBIT D-1

FORM OF OPINION OF FUND COUNSEL

D-1

EXHIBIT D-2

FORM OF NEGATIVE ASSURANCE LETTER OF FUND COUNSEL

D-1

EXHIBIT D-3

FORM OF OPINION OF SPECIAL MARYLAND COUNSEL

D-1

EXHIBIT E-1

FORM OF OPINION OF ADVISER’S COUNSEL

E-1

EXHIBIT E-2

FORM OF OPINION OF SPECIAL ILLINOIS COUNSEL

E-1

EXHIBIT F-1

FUND OFFICER’S CERTIFICATE

Each of the undersigned, solely in their respective capacities as officers of DNP Select Income Fund Inc. (the “ Fund ”), a Maryland corporation, does hereby certify in such capacity and on behalf of the Fund, pursuant to Section 6(n) of the Equity Distribution Agreement dated June 26, 2018 (the “ Agreement ”) by and among the Fund, Duff & Phelps Investment Management Co. and Wells Fargo Securities, LLC, as follows:

(i)       The undersigned has read the Registration Statement;

(ii)       The representations and warranties of the Fund in Section 4 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and

(iii)       The Fund has complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof (other than those conditions waived by Wells Fargo Securities, LLC).

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Equity Distribution Agreement.

F-1

EXHIBIT F-2

ADVISER OFFICER’S CERTIFICATE

Each of the undersigned, solely in their respective capacities as officers of Duff & Phelps Investment Management Co. (the “ Adviser ”), an Illinois corporation, does hereby certify in such capacity and on behalf of the Fund, pursuant to Section 6(n) of the Equity Distribution Agreement dated June 26, 2018 (the “ Agreement ”) among DNP Select Income Fund Inc., the Adviser and Wells Fargo Securities, LLC, as follows:

(i)       The undersigned has read the Registration Statement;

(ii)       The representations and warranties of the Adviser in Section 4 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and

(iii)       The Adviser has complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof (other than those conditions waived by Wells Fargo Securities, LLC).

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Equity Distribution Agreement.

F-1

EXHIBIT G

FORM OF OPINION OF FUND COUNSEL

SEMI-ANNUAL & ANNUAL REPORT FILINGS

The Registration Statement has become effective under the Securities Act and the Prospectus was filed on [—], 2018 pursuant to Rule 497(h) under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act has been issued or proceeding for that purpose instituted or threatened by the Commission.

No facts have come to our attention that causes us to believe that (a) the Registration Statement, as of the date it became effective under the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the Prospectus, as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading

We are not expressing a view in clauses (a) and (b) above as to the financial statements and related schedules or the other financial or accounting data included or incorporated by reference in the Registration Statement or the Prospectus or omitted therefrom.

G-1

EXHIBIT H

FORM OF CFO CERTIFICATE

This certificate of DNP Select Income Fund Inc., a Maryland corporation (the “Fund”), is being delivered on behalf of the Fund by [                    ], in connection with the Equity Distribution Agreement, dated June 26, 2018, among the Fund, Duff & Phelps Investment Management Co., Wells Fargo Securities, LLC (“Wells Fargo Securities”) in relation to the issuance and sale from time to time of shares of up to                     shares of the Fund’s common stock through Wells Fargo Securities.

I hereby certify that I am the duly elected Chief Financial Officer of the Fund.

I have reviewed the Fund’s unaudited semi-annual financial statements and financial highlights as of and for the semi-annual period ended [     ,] 20     attached hereto as Exhibit A and included in the Fund’s semi-annual report on Form N-CSRS (the “Semi-Annual Financial Statements”) and for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters.

Nothing has come to my attention based on my review of the Semi-Annual Financial Statements and my inquiries of other Fund officials as stated above, that causes me to believe that:

(a) any material modifications should be made to the Semi-Annual Financial Statements for them to be in conformity with accounting principles generally accepted in the United States of America; and

(b) the Semi-Annual Financial Statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder by the Securities and Exchange Commission.

G-1

U.S. PB Agreement

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “ Agreement ”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc. ”). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

All terms, provisions and agreements set forth in the agreements listed below are hereby incorporated herein by reference with the same force and effect as though fully set forth herein, all of which taken together shall constitute a single, integrated agreement. All capitalized terms not defined herein shall have the respective meanings assigned to them in the Account Agreement.

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.

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

Addresses for Notices to Customer
Address
Attention
Telephone		Fax		Email

Exhibit A to U.S. PB Agreement – Account Agreement

This account agreement (including all schedules attached hereto, this “ Account Agreement ”) Is entered into between Customer and BNP PARIBAS PRIME BROKERAGE, INC. (“BNPP PB, Inc.”), on behalf of itself and as agent for the BNPP Entities. This Account Agreement is incorporated as an exhibit to the U.S. PB Agreement (the “ Agreement ”) and sets forth the terms and conditions on which BNPP PB, Inc. will open and maintain accounts (the “ Accounts ”) for cash loans and other products or services and otherwise transact business with Customer. Certain capitalized terms used in this Agreement are defined in Section 18.

SECOND AMENDMENT AGREEMENT dated as of January 27, 2012

to the

Committed Facility Agreement

Dated March 6, 2009

between

BNP PARIBAS PRIME BROKERAGE, INC.

And

DNP SELECT INCOME FUND INC.

BNP Paribas Prime Brokerage, Inc. and Customer have previously entered into that certain Committed Facility Agreement, dated as of March 6, 2009 (the “Agreement”).

WHEREAS the parties hereto desire to amend the Agreement as provided herein;

NOW THEREFORE, in consideration of the mutual agreement herein and in the Agreement, the parties hereto agree to amend the Agreement as follows:

The Customer Debit Rate shall be amended by replacing “Three-Month Libor + 110” with “Three-Month Libor + 85”.

The Commitment Fee shall be amended by replacing “100 bps” with “75 bps”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

IN WITNESS WHEREOF the parties have executed this Amendment with effect from the date specified on the first page of this Amendment.

BNP PARIBAS PRIME BROKERAGE, INC.

THIRD AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of August 26, 2013 to the Committed Facility Agreement dated March 6, 2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB , Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to amend the Agreement as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

The Commitment Fee shall be amended by replacing “75 bps” with “70 bps”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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1

IN WITNESS WHEREOF the parties have executed this Amendment with effect as of November 14, 2013.

2

FOURTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of February 6, 2014 to the Committed Facility Agreement dated March 6, 2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to decrease the Maximum Commitment Financing and amend the Agreement, to be effective as of August 5, 2014, as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

Section l(k) of the Agreement is hereby amended by replacing the number “1,000,000,000” currently appearing therein with the number “862,000,000”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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1

IN WITNESS WHEREOF the parties have executed this Amendment with effect as of August 5, 2014.

2

FIFTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of March 24, 2014 to the Committed Facility Agreement dated March 6, 2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to decrease the Maximum Commitment Financing and amend the Agreement, to be effective as of September 22, 2014, as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

Section l(k) of the Agreement is hereby amended by replacing the number “862,000,000” currently appearing therein with the number “733,000,000”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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1

IN WITNESS WHEREOF the parties have executed this Amendment with effect as of September 22, 2014.

2

SIXTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of July 1, 2014 to the Committed Facility Agreement dated March 6, 2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to decrease the Maximum Commitment Financing and amend the Agreement, to be effective as of December 29, 2014, as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

Section l(k) of the Agreement is hereby amended by replacing the number “733,000,000” provided therein as of September 22, 2014 with the number “700,000,000”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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1

IN WITNESS WHEREOF the parties have executed this Amendment with effect as of December 29, 2014.

2

SEVENTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of DECEMBER 19 , 2014 to the Committed Facility Agreement dated March 6, 2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to amend the Agreement as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

The following definition is hereby added to Section 1 of the Agreement in alphabetical order, reordering such other definitions as appropriate:

““ Funding Event ” means on any day (the “Date of Determination ”), BNP Paribas’ long-term credit rating has declined to a level three or more notches below its highest rating by any of Standard & Poor’s Ratings Services, Moody’s Investor Service, Inc. or Fitch Ratings, Ltd. during the period beginning on and including DECEMBER 19 , 20I4 ¹ and ending on and including such Date of Determination.”

Section 6 of the Agreement is hereby amended by adding the following to the end thereof:

“Notwithstanding the foregoing or anything to the contrary herein, on or after the occurrence of a Funding Event, BNPP PB, Inc. shall have the option to terminate the Agreement upon 29 days’ notice; provided that, if such 29th day is not a Business Day, then on the first Business Day immediately preceding the 29th day following such notice (the “ Termination Date ”). Upon termination resulting from the exercise of such option, BNPP PB, Inc. shall pay to Customer a fee equal to 100 bps on the amount of Maximum Commitment Financing on the Termination Date.”

Section 13(c) of the Agreement is hereby amended by replacing the number “180” currently appearing therein with the number “90’’.

The section under “Commitment Fee” is hereby deleted in its entirety and replaced with the following:

“Customer shall pay a commitment fee (the “ Commitment Fee ”) to BNPP PB, Inc. equal to sum of the Daily Commitment Fees over the relevant calculation period, when the amount calculated under the Financing Rate above is due. For purposes of this section, the “ Daily Commitment Fee ” on each day shall be the product of (a) the difference between (i) the Maximum Commitment Financing and (ii) the current

1

Outstanding Debit Financing, (b) 1/360 and (c) 70 bps: provided, however, that (c) shall be 60 bps on any day on which the Outstanding Debit Financing is 80% or more of the Maximum Commitment Financing.”

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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2

IN WITNESS WHEREOF the parties have executed this Amendment with effect as of [ DECEMBER 19, 2014 ].

3

EIGHTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of January 25,2016 to the Committed Facility Agreement dated March 6,2009 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB, Inc and Customer previously entered into a Committed Facility Agreement dated as of March 6, 2009 (as amended from time to time, the “ Agreement ”);

WHEREAS, the parties hereto desire to amend the Agreement as provided herein with effect as of June 15, 2016;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

The following definition in Section 1 of the Agreement is hereby deleted in its entirety, reordering such other definitions in alphabetical order as appropriate:

““ Funding Event ” means on any day (the “ Date of Determination ”), BNP Paribas’ long-term credit rating has declined to a level three or more notches below its highest rating by any of Standard & Poor’s Ratings Services, Moody’s Investor Service, Inc. or Fitch Ratings, Ltd. during the period beginning on and including December 19,2014 and ending on and including such Date of Determination.”

“Notwithstanding the foregoing or anything to the contrary herein, on or after the occurrence of a Funding Event, BNPP PB, Inc. shall have the option to terminate the Agreement upon 29 days’ notice; provided that, if such 29th day is not a Business Day, then on the first Business Day immediately preceding the 29th day following such notice (the “ Termination Date ”). Upon termination resulting from the exercise of such option, BNPP PB, Inc. shall pay to Customer a fee equal to 100 bps on the amount of Maximum Commitment Financing on the Termination Date.”

Section 13(a) of the Agreement is hereby amended by replacing the number “180” currently appearing therein with the number “179”.

The Customer Debit Rate is hereby amended by replacing the number “3M LIBOR + 85 bps” currently appearing therein with the number “3M LIBOR +115 bps”.

The Commitment Fee shall be amended by replacing “70 bps” with “100 bps” and “60 bps” with “90 bps”.

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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IN WITNESS WHEREOF the parties have executed this Amendment with effect as of June 15, 2016.

E XECUTION V ERSION

AMENDMENT AGREEMENT

This AMENDMENT AGREEMENT, dated as of July 22, 2016 (this “ Agreement ”), is between BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED (“ BNPP ”), for itself and as agent for the BNPP Entities, and DNP SELECT INCOME FUND INC. (the “ Company ”).

The Company and BNPP (as successor to BNP Paribas Prime Brokerage, Inc.) are parties to that certain U.S. PB Agreement dated as of March 6, 2009 (as amended, modified and supplemented and in effect from time to time, the “ U.S. PB Agreement ”) and that certain Committed Facility Agreement dated as of March 6, 2009 (as amended, modified and supplemented and in effect from time to time, the “ Facility Agreement ”).

The parties hereto wish now to amend the U.S. PB Agreement and the Facility Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions . Except as otherwise defined in this Agreement, terms defined in the U.S. PB Agreement and Facility Agreement, as applicable, are used herein as defined therein. This Agreement shall constitute a “Contract” for all purposes of the U.S. PB Agreement and the Facility Agreement.

Section 2. Amendments . Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the U.S. PB Agreement and the Facility Agreement shall be amended as follows:

(a)     References Generally . References in the U.S. PB Agreement and the Facility Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the U.S. PB Agreement and the Facility Agreement, as applicable, as amended by this Agreement. References in the U.S. PB Agreement and the Facility Agreement to BNPP PB, Inc. shall be references to BNP Paribas Prime Brokerage International, Limited, as successor to BNPP PB, Inc.

(b)     Amendments to the U.S. PB Agreement . The U.S. PB Agreement is hereby amended as follows:

(i) Section 18(f) of Exhibit A to the U.S. PB Agreement (the “ Account Agreement ”) is hereby amended by (i) deleting the text shown below in bold stricken text (example: bold, stricken text ), and (ii) adding the text shown below as bold, underlined text (example: bold, underlined text ):

“(f)     “ Collateral ” means all right, title and interest of Customer in and to (i) each deposit, custody, securities, trading , commodity or other account maintained by Customer with a BNPP Entity (including, but not limited to, any or all Accounts); (ii) any cash, securities, commodity contracts, general intangibles and other property which may from time to time be deposited, credited, held or carried in any such account, that is due to Customer from a any of the BNPP Entity Entities , or that is delivered to or in the possession or control of a any of the BNPP Entity Entities or any of the BNPP Entities’ agents and all security entitlements with respect to any of the foregoing; (iii) all of Customer’s right, title or interest in, to or under any Contract, including obligations owed by a any of the BNPP Entity Entities (after any netting or set off, in each case to the extent enforceable, of amounts owed under such Contract); (iv) all of Customer’s security

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interests (or similar interests) in any property of a any of the BNPP Entity Entities securing a any BNPP Entity’s obligations to Customer under any Contract; (v) any property of Customer in which any of the BNPP Entities is granted a security interest under any Contract or otherwise (howsoever held); (vi) all income and profits on any of the foregoing, all dividends, interest and other payments and distributions with respect to any of the foregoing, all other rights and privileges appurtenant to any of the foregoing, including any voting rights and any redemption rights, and any substitutions for any of the foregoing; and (vii) all proceeds of any of the foregoing, in each case whether now existing or owned by Customer or hereafter arising or acquired.”

(ii) Section 2(b) of the Account Agreement is hereby amended by (i) deleting the text shown below in bold stricken text (example: bold, stricken text ), and (ii) adding the text shown below as bold, underlined text (example: bold, underlined text ):

“(b) No other Liens . All Collateral delivered to a BNPP Entity shall be free and clear of all prior liens, claims and encumbrances (other than liens solely in favor of the BNPP Entities and pari passu liens granted in favor of the holders of the Initial Senior Notes (as defined in the Committed Facility Agreement ) ), and Customer will not cause or allow any of the Collateral, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature other than (i)  security interests solely in the BNPP Entities’ favor , and (ii) pari passu liens granted in favor of the holders of the Initial Senior Notes (as defined in the Committed Facility Agreement), and (iii) pledges by Customer of assets under a Credit Support Annex to an ISDA Master Agreement or in connection with listed call options transactions or repurchase agreements or other portfolio transactions pursuant to Customer’s investment portfolio activities . Furthermore, Collateral consisting of securities shall be delivered in good deliverable form (or the BNPP Entities shall have the power to place such securities in good deliverable form) in accordance with the requirements of the primary market or markets for such securities.”

(iii) Section 8(c) of the Account Agreement is hereby amended by adding the text shown below as bold, underlined text (example: bold, underlined text ):

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(c)      Amendments to Section 1 of the Facility Agreement . Section 1(l) is hereby replaced in its entirety by the following new Section 1(k):

(d)     Amendments to Section 6 of the Facility Agreement . Section 6 of the Facility Agreement is hereby amended as follows:

(i)     Section 6(b) is hereby amended by (i) deleting the text shown below in bold stricken text (example: bold, stricken text ), and (ii) adding the text shown below as bold, underlined text (example: bold, underlined text ):

(ii)     Section 6(c) is hereby amended by (i) deleting the text shown below in bold stricken text (example: bold, stricken text ), and (ii) adding the text shown below as bold, underlined text (example: bold, underlined text ):

(e)   Amendments to Section 13(d) of the Facility Agreement . Section 13(d) of the Facility Agreement is hereby amended as follows:

(i) Section 13(d)(viii) is hereby amended by adding the text shown below as bold, underlined text (example: bold, underlined text ):

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(ii) Section 13(d)(x) is hereby amended by adding the text shown below as bold, underlined text (example: bold, underlined text ):

(g)     Amendments to Annex A to the Facility Agreement . Annex A to the Facility Agreement is hereby amended as follows:

(i)     Section 1 of Appendix A is hereby replaced in its entirety by the following new Section 1:

The Collateral Requirements in relation to all Positions shall be the greatest 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 or Regulation X, as applicable, 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 Financial Industry Regulatory Authority Rule 4210, as amended from time to time; or

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

“ Positions ” means all positions held in the Special Custody Account.”

(ii) Section 7 of Appendix A to the Facility agreement is hereby amended as follows:

(A) Section 7(d) is hereby replaced in its entirety by the following new Section 7(d):

“(e) “ Current Market Value ” means, with respect to the Pro Rata Portion of any Position, an amount equal to the product of (i) the number of units of the

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relevant security comprising such Pro Rata Portion of such Position and (ii) the price per unit of the relevant security (determined by BNPP PB, Inc.).”

(B) The following definition of “Pro Rata Portion” shall be added as a new Section 7(m):

“(m) “ Pro Rata Portion ” means, as of any date of determination, with respect to each Position represented by a single CUSIP identifier comprising the Collateral contained in the Special Custody Account, the number of shares representing a percentage of the total number of shares of such asset (rounding down to the nearest share) equal to the percentage derived from dividing (x) the outstanding principal amount of all Borrowings on such date, by (y) the sum of (1) the outstanding principal amount all Senior Notes on such date (which, with respect to any issuance of Senior Notes following the date of the Note Purchase Agreement, shall be calculated as of one Business Day prior to the issuance of such Senior Notes), plus (2) the outstanding principal amount all Borrowings on such date.”

(C) The following definition of “Senior Notes” shall be added as a new Section 7(n):

“(n) “ Senior Notes ” means (i) the senior notes issued by Customer under that certain Note Purchase Agreement dated July 22, 2016 (the “ Note Purchase Agreement ”) on the date thereof (the “ Initial Senior Notes ”), and (ii) any additional senior notes issued by Customer from time to time.”

(D) The existing provisions of Section 7 shall remain and shall be placed in alphabetical order.

Section 3. Representations and Warranties . Each party represents to the other party that all representations contained in the U.S. PB Agreement and the Facility Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Agreement.

Section 4. Conditions Precedent . The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

(a) Execution . Each party hereto shall have received a counterpart of this Agreement executed by the other party.

(b) Fees . The Company shall have paid all reasonable and documented out-of-pocket costs and expenses of BNPP (including reasonable and documented fees and expenses of counsel to BNPP) incurred in connection with this Agreement.

(c) Closing of Notes Offering . The Company shall have consummated the sale of senior secured notes and, in connection therewith, the entry into an intercreditor agreement with BNPP and an amended and restated Special Custody Agreement with the parties thereto.

(d) Account Control Agreement . The Company shall have entered into an account control agreement in respect of the Company’s trading account(s) that is satisfactory to BNPP.

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Section 5. Confirmation of Security . The Company (a) confirms its obligations under the U.S. PB Agreement and the Facility Agreement and (b) confirms that its obligations under the U.S. PB Agreement and the Facility Agreement, as amended hereby, are entitled to the benefits of the pledges set forth in the U.S. PB Agreement. Each party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect, and such Obligations shall continue to be entitled to the benefits of the grant of the security interest set forth in Section 2 of the Account Agreement.

Section 6. Miscellaneous . Except as herein provided, the U.S. PB Agreement and the Facility Agreement shall each remain unchanged and in full force and effect. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York. EACH OF THE COMPANY AND BNPP HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

DNP SELECT INCOME FUND INC. – Amendment to Margin Loan Agreements

DNP SELECT INCOME FUND INC. – Amendment to Margin Loan Agreements

Amended and Restated Rehypothecation Side Letter

This Amended and Restated Rehypothecation Side Letter (this “ Side Letter ”) is entered into as of July 22, 2016 between DNP SELECT INCOME FUND INC. (“ Customer ”), and BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED (“ Counterparty ”), on behalf of itself and agent for the BNPP Entities, and amends and restates the Rehypothecation Side Letter, dated as of March 9, 2009 (the “ Original Side Letter ”), between Customer and BNP Paribas Prime Brokerage, Inc. (“ Original Counterparty ”).

WHEREAS, Customer and Original Counterparty entered into a US PB Agreement on March 6, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ US PB Agreement ”) setting forth the terms and conditions on which Counterparty would open and maintain accounts for cash loans and other products or services and otherwise transact business with Customer;

WHEREAS, Customer and Original Counterparty entered into the Original Side Letter on March 9, 2009 to supplement the US PB Agreement;

WHEREAS, on June 16, 2016, pursuant to section 16(c) of the US PB Agreement, Original Counterparty assigned the US PB Agreement to Counterparty;

WHEREAS, Customer, Counterparty, BNP Paribas Prime Brokerage International, Limited, in its capacity as note security agent, and The Bank of New York Mellon (the “ Custodian ”) entered into an Amended and Restated Special Custody and Pledge Agreement on June 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ SCA Pledge Agreement ”; together with the US PB Agreement, the “ SCA Account Documents ”) appointing Custodian as custodian for certain assets pledged pursuant to the US PB Agreement and certain other agreements (the assets in the Special Custody Account are referred to herein, “ SCA Collateral ”); and

WHEREAS, Customer and Counterparty desire to amend and restate the Original Side Letter in its entirety, in order to harmonize it with the SCA Account Documents.

NOW THEREFORE, in connection with and in consideration of the SCA Account Documents and the promises and mutual covenants herein and therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (in the case of Counterparty on behalf of itself and as agent for the BNPP Entities) hereby agree as follows:

(1)    The Hypothecation Request is issued by a duly authorized representative of Counterparty in accordance with the requirements for instructions set forth in the SCA Pledge Agreement.

(2)    Subject to Section 4(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the fair market value of any outstanding Hypothecated Securities, may not exceed the outstanding principal amount of the loan against which the SCA Collateral was pledged (“ Hypothecation Limit ”), provided that the fair market value of the securities which are subject to the Hypothecation Request, together with the fair

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market value of any outstanding Hypothecated Securities, shall not exceed the lesser of (i) the Hypothecation Limit or (ii) thirty-three and one-third percent (33  ¹ ⁄ ₃ %) of the fair market value of the total assets of the Customer based on the most recent financial information provided by the Customer.

(3)    The securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer.

(4)    The securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

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For the avoidance of doubt, each payment of the Rehypothecation Fee on a Scheduled Payment Date shall be payment for the monthly period from three (3) Business Days prior to a calendar month end to three (3) Business Days prior to the next succeeding calendar month end.

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Counterparty is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an

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administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(i) if at any time there is entered against Counterparty any order, decree, determination or instruction issued on the authority of any rule, regulation or proceeding of any governmental commission, bureau or other administrative agency or self-regulatory organization, including the SEC and the NYSE, which could have a material adverse effect on the ability of Counterparty to perform its obligations under this Side Letter or to carry on its business as conducted at the date of this Side Letter or which would prohibit expansion or require reduction of the business of Counterparty as conducted at the date of this Side Letter or which might adversely affect the rehypothecation of securities by Counterparty,

(ii) if at any time any litigation, arbitration or similar proceeding against or affecting Counterparty is commenced which could have a material adverse effect on the ability of Counterparty to perform its obligations under this Side Letter or to carry on its business as conducted at the date of this Side Letter or which might adversely affect the rehypothecation of securities by Counterparty,

(iii) if at any time Counterparty shall receive information that the SEC or any self-regulatory organization, including the NYSE, has notified the Securities Investor Protection Corporation (“SIPC”) pursuant to Section 5(a) (1) of the Securities Investor Protection Act of 1970 (“SIPC Act”) of facts which indicate that Counterparty is in or is approaching financial difficulty, or (iv) if at any time SIPC shall file an application for a protective decree with respect to Counterparty under Section 5(a) (3) of the SIPC Act.

Any such notice shall to the extent permissible by Applicable Law set forth in reasonable detail a description of the event which has occurred and of the action, if any, which Counterparty proposes to take with respect thereto.

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[SIGNATURE PAGE FOLLOWS ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the parties have caused this Side Letter to be duly executed and delivered as of the date first written above.

BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED

[S IGNATURE P AGE TO A MENDED AND R ESTATED R EHYPOTHECATION S IDE L ETTER ]

DNP SELECT INCOME FUND INC.

[S IGNATURE P AGE TO A MENDED AND R ESTATED R EHYPOTHECATION S IDE L ETTER ]

Schedule A

Fees

70% of the difference between the fair market rate (as determined by Counterparty) and Fed Funds Open. To the extent the fair market rate (as determined by Counterparty) is in excess of Fed Funds Open, a minimum fee of 5 bps annualized will be paid to Customer on the market value of the Hypothecated Securities.

TENTH AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“ Amendment ”) dated as of March 15, 2018 is between BNP Paribas Prime Brokerage International, Limited (“ BNPP PB ”) and DNP Select Income Fund Inc. (“ Customer ”).

WHEREAS, BNPP PB (as successor to BNP Paribas Prime Brokerage, Inc.) and Customer are parties to that certain Committed Facility Agreement dated as of March 6, 2009 (as amended by the Second Amendment Agreement dated as of January 27, 2012, the Third Amendment Agreement dated as of August 26, 2013, the Fourth Amendment Agreement dated as of February 6, 2014, the Fifth Amendment Agreement dated as of March 24, 2014, the Sixth Amendment Agreement dated as of July l, 2014, the Seventh Amendment Agreement dated as of December 19, 2014, the Eighth Amendment Agreement dated as of January 25, 2016, and Amendment Agreement dated as of July 22, 2016, the “ Facility Agreement ”) and that certain Rehypothecation Side Letter dated as of March 6, 2009 (the “ RSL ”);

WHEREAS, the parties hereto desire to amend the Facility Agreement and the RSL as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Facility Agreement and the RSL as follows:

The definition of “ Maximum Commitment Financing ” in Section 1 of the Facility Agreement is hereby replaced in its entirety by the following:

“ Maximum Commitment Financing ” means $400,000,000 USD. Customer shall have the right to reduce the Maximum Commitment Financing upon one (1) Business Day’s prior written notice to BNPP PB, provided that the aggregate reduction for any calendar month shall not exceed 20% of the Maximum Commitment Financing. In addition, Customer may, subject to BNPP PB’s approval, increase the Maximum Commitment Financing upon one (1) Business Day’s prior written notice to BNPP PB, provided that the Maximum Commitment Financing shall not exceed $400,000,000 USD.

The Customer Debit Rate is hereby amended by replacing the number “3M LIBOR + 115 bps” currently appearing therein with the number “3M LIBOR + 90 bps”.

The section under “Commitment Fee” is hereby deleted in its entirety and replaced with the word “Waived.”

The minimum fee as set forth in Schedule A to the RSL is hereby amended by replacing the number “5” currently appearing therein with the number “8”.

Each party represents to the other party that all representations contained in the Facility Agreement and the RSL are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

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IN WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this Amendment.

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June 26, 2018

DNP S ELECT I NCOME F UND I NC .

200 South Wacker Drive, Suite 500

Chicago, Illinois 60606

Re:         Registration Statement on Form N-2 (Reg. Nos. 333-223945 and 811-04915)

Ladies and Gentlemen:

We have served as Maryland counsel to DNP Select Income Fund Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), as a closed-end management investment company (the “ Company ”), in connection with certain matters of Maryland law arising out of the sale and issuance from time to time (the “ Offering ”) of a maximum aggregate offering price of $250,000,000 shares (the “ Shares ”) of common stock, $0.001 par value per share, of the Company (“ Common Stock ”), covered by the above-identified Registration Statement as amended by Post-Effective Amendment No. 1 thereto (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”). This opinion is being provided at your request in connection with the filing of the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “ Documents ”):

1.         The Registration Statement and the related form of prospectus included therein, substantially in the form transmitted to the Commission under the 1933 Act and the 1940 Act;

2.         The charter of the Company (the “ Charter ”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “ SDAT ”);

3.         The Bylaws of the Company (the “ Bylaws ”), certified as of the date hereof by the Secretary of the Company;

4.         Resolutions (the “ Resolutions ”) adopted by the Board of Directors (the “ Board of Directors ”), or a duly authorized committee thereof, of the Company relating to the Offering, certified as of the date hereof by the Secretary of the Company;

5.         A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

6.         A certificate executed by an officer of the Company, dated as of the date hereof.

DNP S ELECT I NCOME F UND I NC .

June 26, 2018

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In expressing the opinion set forth below, we have assumed the following:

1.         Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.         Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.         Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s (including the Company’s) obligations set forth therein are legal, valid and binding.

4.         All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise. Each Document submitted to us as a form will be executed by the parties thereto in the form in which it was submitted to us and in a manner consistent with the opinion stated herein.

5.         Prior to the issuance of any Shares, the Company will have available for issuance, under the Charter, the requisite number of authorized but unissued shares of capital stock.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.         The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.         Upon issuance and delivery of the Shares as contemplated by the Resolutions and upon payment therefor, the Shares will be duly authorized,

DNP S ELECT I NCOME F UND I NC .

June 26, 2018

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validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as Exhibit (l) to Item 25 of the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

MORRISON & FOERSTER LLP

/s/ Morrison & Foerster LLP