DNP Select Income Fund Inc. Auction Preferred Stock Par Value $0.001 Per Share FORM OF UNDERWRITING AGREEMENT July [ ], 2006Auction Preferred Stock • July 10th, 2006 • DNP Select Income Fund Inc • New York
exchange or association or arbitrator, whether foreign or domestic, in any other jurisdiction, as set forth on an Annex to such opinion (which the Investment Adviser, in an officer's certificate accompanying such opinion or otherwise delivered to the Underwriters on the Closing Date, shall have identified as the only orders that are material to the Investment Adviser) in each case specifically naming the Investment Adviser and (in the case of New York or Illinois or United States federal orders) known to such counsel, except in the case of each of clauses (ii) and (iii) for such conflicts or breaches which do not, either alone or in the aggregate, have a material adverse effect on the Investment Adviser's ability to perform its obligations under any Investment Adviser Agreement.
