<DOCUMENT>
<TYPE>EX-99.2.K.10
<SEQUENCE>5
<FILENAME>c42214_ex99k10.txt
<TEXT>
                                                               Exhibit 99.2K10




                           DNP SELECT INCOME FUND INC.


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

                            AUCTION AGENCY AGREEMENT

                           dated as of [      ], 2006

                                   Relating to

                             Auction Preferred Stock

                                       of

                           DNP SELECT INCOME FUND INC.

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



                              THE BANK OF NEW YORK
                                as Auction Agent


<PAGE>

         This Auction Agency  Agreement  (this  "Agreement"),  dated as of [
  ], 2006,  is between DNP Select  Income Fund Inc. (the "Fund") and The Bank of
New York, a New York banking corporation.

         The Fund proposes to issue three series of shares of auction  preferred
stock, par value $.001 per share,  designated  Series M Auction Preferred Stock,
liquidation  preference  $25,000 per share,  Series W Auction  Preferred  Stock,
liquidation  preference $25,000 per share, and Series F Auction Preferred Stock,
liquidation  preference  $25,000 per share,  and may in the future  issue one or
more additional  series of Auction  Preferred Stock  (collectively,  the "APS"),
pursuant to Articles Supplementary (as defined below).

         The Fund desires that The Bank of New York  perform  certain  duties as
agent in  connection  with  each  Auction  (as  defined  below)  of APS (in such
capacity, the "Auction Agent"), and as the transfer agent,  registrar,  dividend
paying agent and redemption agent with respect to the APS (in such capacity, the
"Paying Agent"),  upon the terms and conditions of this Agreement,  and the Fund
hereby  appoints The Bank of New York as said Auction  Agent and Paying Agent in
accordance with those terms and conditions (hereinafter generally referred to as
the "Auction Agent," except in Sections III and IV below).

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein, the Fund and the Auction Agent agree as follows:

I.       DEFINITIONS AND RULES OF CONSTRUCTION.

         1.1 TERMS DEFINED BY REFERENCE TO THE ARTICLES SUPPLEMENTARY.

         Capitalized terms not defined herein shall have the respective meanings
specified in the Articles Supplementary.

         1.2 CERTAIN DEFINED TERMS.

         As used herein, the following terms shall have the following  meanings,
unless the context otherwise requires:

                  (a)  "Agent  Member" of any  Person  shall mean such  Person's
agent member or a  participant  in the  Securities  Depository  that will act on
behalf of a Bidder.

                  (b)   "Articles   Supplementary"   shall  mean  any   articles
supplementary  filed by the Fund with the State  Department of  Assessments  and
Taxation of Maryland,  specifying the powers,  preferences  and rights of one or
more series of APS.

                  (c) "Auction" shall have the meaning  specified in Section 2.1
hereof.

                  (d)  "Auction  Procedures"  shall mean the Auction  Procedures
that are set forth in Part II of the Articles Supplementary.

                  (e)  "Authorized  Officer"  shall  mean each  Vice  President,
Assistant Vice  President and Assistant  Treasurer of the Auction Agent assigned
to the Dealing and Trading Group of its Corporate Trust Division and every other
officer or employee of the Auction Agent  designated as an "Authorized  Officer"
for purposes  hereof in a written  communication  from the Auction  Agent to the
Fund.

                  (f)  "Broker-Dealer   Agreement"  shall  mean  each  agreement
between the Auction Agent and a broker-dealer substantially in the form attached
hereto as EXHIBIT A.

<PAGE>

                  (g)  "Closing"  shall mean the date the Fund  consummates  the
transactions for the issuance and sale of the APS.

                  (h) "Existing  Holder" shall mean, with respect to the Auction
Agent, such Person who is a Broker-Dealer,  and with respect to a Broker-Dealer,
such Person who is a Beneficial Owner of shares of APS.

                  (i) "Fund  Officer"  shall mean the Chairman,  the  President,
each Vice  President  (whether  or not  designated  by a number or word or words
added before or after the title "Vice President"), the Secretary, the Treasurer,
each  Assistant  Secretary  and each  Assistant  Treasurer of the Fund and every
other  officer  or  employee  of the Fund  designated  as a "Fund  Officer"  for
purposes hereof in a written notice from the Fund to the Auction Agent.

                  (j)  "Holder"  shall be a holder of record of one or more APS,
listed as such in the share register  maintained by the Paying Agent pursuant to
Section 4.6 hereof.

                  (k) "Interest  Equivalent" means a yield on a 360-day basis of
a  discount  basis  security  which  is  equal  to the  yield  on an  equivalent
interest-bearing security.

         1.3 RULES OF CONSTRUCTION.

         Unless the context or use  indicates  another or  different  meaning or
intent, the following rules shall apply to the construction of this Agreement:

                  (a) Words  importing  the singular  number  shall  include the
plural number and vice versa.

                  (b)  The  captions   and   headings   herein  are  solely  for
convenience  of reference and shall not  constitute a part of this Agreement nor
shall they affect its meaning, construction or effect.

                  (c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.

                  (d) All references herein to a particular time of day shall be
to New York City time.

II.      THE AUCTION.

         2.1 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES.

                  (a) The Articles  Supplementary  provides that the  Applicable
Dividend Rate on the APS for each  Dividend  Period  therefor  after the initial
Dividend  Period  shall be the rate per  annum  that a  commercial  bank,  trust
company or other  financial  institution  appointed by the Fund advises  results
from the implementation of the Auction Procedures. The Board of Directors of the
Fund has adopted a resolution  appointing  The Bank of New York as Auction Agent
for purposes of the Auction  Procedures.  The Auction Agent hereby  accepts such
appointment  and  agrees  that,  on each  Auction  Date,  it  shall  follow  the
procedures  set forth in this  Section  II and the  Auction  Procedures  for the
purpose of  determining  the  Applicable  Dividend Rate for the APS for the next
Dividend  Period.  Each periodic  operation of such  procedures  is  hereinafter
referred to as an "Auction."

                  (b) All of the provisions  contained in the Auction Procedures
are incorporated herein by reference in their entirety and shall be deemed to be
a part  hereof to the same  extent as if such  provisions  were set forth  fully
herein.  In the event of any  conflict  between the Auction  Procedures  and the
terms hereof, the Auction Procedures shall govern and control.

                                       2
<PAGE>

         2.2 PREPARATION  FOR EACH AUCTION;  MAINTENANCE OF REGISTRY OF EXISTING
HOLDERS.

                  (a) As of the date hereof,  the Fund shall provide the Auction
Agent with a list of the Broker-Dealers previously approved by the Fund pursuant
to Section  2.5(d)  hereof and shall cause to be delivered to the Auction  Agent
for execution by the Auction Agent a Broker-Dealer Agreement signed by each such
Broker-Dealer. The Auction Agent shall keep such list current and accurate based
solely upon information  provided to it by the Fund and shall indicate  thereon,
or on a separate list, the identity of each Existing Holder,  if any, whose most
recent Order was submitted by a Broker-Dealer  on such list and resulted in such
Existing Holder continuing to hold or purchase APS. Not later than five Business
Days  prior  to  any  Auction  Date  for  which  any  change  in  such  list  of
Broker-Dealers  is to be  effective,  the Fund shall notify the Auction Agent in
writing  of  such  change  and,  if  any  such  change  is  the  addition  of  a
Broker-Dealer  to such list, the Fund shall cause to be delivered to the Auction
Agent for execution by the Auction  Agent a  Broker-Dealer  Agreement  signed by
such  Broker-Dealer.  The Auction Agent shall have entered into a  Broker-Dealer
Agreement  with  each  Broker-Dealer  prior  to the  participation  of any  such
Broker-Dealer in any Auction.

                  (b) The  provisions  contained  in  Section 3 of Part I of the
Articles Supplementary  concerning Special Dividend Periods and the notification
of a Special  Dividend  Period  will be  followed by the Fund and, to the extent
applicable,  the  Auction  Agent,  and  the  provisions  contained  therein  are
incorporated  herein by reference in their  entirety and shall be deemed to be a
part of this Agreement to the same extent as if such  provisions  were set forth
fully herein.

                  (c) The Applicable Percentage and the Applicable Spread on the
date of this Agreement are those rates as determined by the Fund and provided to
the  Auction  Agent on the date  hereof.  If there is any  change in the  credit
rating of APS by the rating agency (or substitute or successor  rating agencies)
referred to in the definition of "Applicable Percentage" and "Applicable Spread"
resulting in any change in the  Applicable  Percentage or Applicable  Spread for
APS after the date given  herewith,  the Fund shall notify the Auction  Agent in
writing of such change in the Applicable  Percentage or Applicable  Spread prior
to 12:00 Noon on the  Business Day prior to the next Auction Date for any series
of APS succeeding such change.  In determining the Maximum Dividend Rate for any
series of APS on any Auction Date as set forth in 2.2(d)(i) hereof,  the Auction
Agent shall be entitled to rely on the last Applicable Percentage and Applicable
Spread for APS of which it has most recently  received notice from the Fund (or,
in the absence of such notice,  the percentage or spread determined by reference
to the definition of Applicable Percentage and Applicable Spread, respectively).

                  (d)  (i)  On  each  Auction  Date,  the  Auction  Agent  shall
determine the  Applicable  Dividend Rate and the Maximum  Dividend  Rate. If any
U.S. Treasury Note Rate is not quoted on an interest or bond equivalent,  as the
case may be,  basis,  the  Auction  Agent  shall  convert the quoted rate to the
interest or bond equivalent  thereof as set forth in the definition of such rate
in the  Articles  Supplementary  if the rate  obtained by the  Auction  Agent is
quoted on a discount  basis,  or if such rate is quoted on a basis other than an
interest or bond  equivalent  or discount  basis the Auction Agent shall convert
the quoted rate to an interest or bond equivalent rate after  consultation  with
the Fund as to the method of such conversion.

                           (ii)  If  any  LIBOR  Rate  is  to be  determined  by
reference to Moneyline's  Telerate Page 3750 or by rate  quotations  provided by
LIBOR  Dealer(s),  as the case may be,  and  Moneyline's  Telerate  Page 3750 is
unavailable or the LIBOR Dealer(s) fail to provide rate quotations,  as the case
may be (as  described in the  Articles  Supplementary),  then the Auction  Agent
shall  immediately  notify  the Fund so that the Fund can  determine  whether to
select a Substitute LIBOR Dealer(s) to provide such rate  quotation(s) not being
supplied.

                                       3
<PAGE>

                           (iii) If any U.S.  Treasury  Note Rate is to be based
on rates supplied by U.S.  Government  Securities Dealers and one or more of the
U.S.  Government  Securities  Dealers  shall  not  provide a  quotation  for the
determination  of  such  U.S.  Treasury  Note  Rate,  the  Auction  Agent  shall
immediately  notify the Fund so that the Fund can determine  whether to select a
Substitute  U.S.  Government  Securities  Dealer or Substitute  U.S.  Government
Securities  Dealers to provide the quotation or quotations not being supplied by
any U.S. Government Securities Dealer or U.S. Government Securities Dealers. The
Fund shall promptly advise the Auction Agent of any such selection.

                  (e) (i) The Auction Agent shall maintain a current registry of
the Existing Holders of the APS (the "Registry") based upon information provided
to it by Broker-Dealers for purposes of each individual Auction.  The Fund shall
use  commercially  reasonable  efforts to provide or cause to be provided to the
Auction Agent within ten Business Days  following the date of the Closing a list
of the  initial  Existing  Holders of APS,  and the  Broker-Dealer  of each such
Existing  Holder through which such Existing Holder  purchased such shares.  The
Auction Agent may  conclusively  rely upon, as evidence of the identities of the
Existing  Holders,  such list,  the results of each Auction and notices from any
Existing Holder, the Agent Member of any Existing Holder or the Broker-Dealer of
any Existing Holder with respect to such Existing  Holder's  transfer of any APS
to another Person.

                           (ii) In the event of any partial  redemption  of APS,
the Fund shall promptly request the Securities  Depository to notify the Auction
Agent in writing of the  identities  of the Agent  Members  (and the  respective
numbers  of shares)  from the  accounts  of which  shares  have been  called for
redemption  and the  person  or  department  at such  Agent  Member  to  contact
regarding  such  redemption.  At least two  Business  Days prior to the  Auction
preceding  the date of  redemption,  the Auction  Agent shall request each Agent
Member so identified  to disclose to the Auction  Agent (upon  selection by such
Agent Member of the Existing Holders whose shares are to be redeemed) the number
of APS of each  such  Existing  Holder,  if any,  to be  redeemed  by the  Fund,
provided that the Auction Agent has been  furnished  with the name and telephone
number  of a person or  department  at such  Agent  Member  from  which it is to
request such information.  In the absence of receiving any such information with
respect to an Existing  Holder,  from such  Existing  Holder's  Agent  Member or
otherwise,  the  Auction  Agent may  continue to treat such  Existing  Holder as
having ownership of the number of APS shown in the Registry.

                           (iii) The Auction Agent shall  register a transfer of
the ownership of APS from an Existing Holder to another Existing  Holder,  or to
another  Person if  permitted  by the Fund,  only if (A) such  transfer  is made
pursuant to an Auction or (B) if such transfer is made other than pursuant to an
Auction,  the Auction Agent has been notified of such transfer in writing,  in a
notice substantially in the form of EXHIBIT B to the Broker-Dealer Agreement, by
such Existing Holder or by the Agent Member of such Existing Holder. The Auction
Agent is not required to accept any notice of transfer  delivered for an Auction
unless it is received by the Auction Agent by 3:00 p.m. on the Business Day next
preceding the Auction  Date.  The Auction Agent shall rescind a transfer made on
the Registry of any APS if the Auction Agent has been notified in writing,  in a
notice substantially in the form of EXHIBIT C to the Broker-Dealer Agreement, by
the Agent Member or the  Broker-Dealer  of any Person that (i) purchased any APS
and the  seller  failed  to  deliver  such  shares  or (ii) sold any APS and the
purchaser  failed to make payment to such Person upon  delivery to the purchaser
of such shares.

                  (f) The  Auction  Agent may,  but shall not be  obligated  to,
request  that  the  Broker  Dealers,  as set  forth  in  Section  3.2(b)  of the
Broker-Dealer  Agreements,  provide  the  Auction  Agent  with a list  of  their
respective  customers that such Broker-Dealers  believe are Beneficial Owners of
APS. The Auction Agent shall keep  confidential  any such  information and shall
not  disclose  any such  information  so provided  to any Person  other than the
relevant  Broker-Dealer and the Fund; provided,  however, that the Auction Agent
reserves the right and is authorized to disclose any such  information if (a) it
is ordered to do so by a court of competent  jurisdiction or a regulatory  body,
judicial or  quasi-judicial  agency or

                                       4
<PAGE>

authority having the authority to compel such  disclosure,  (b) it is advised by
its counsel  that its failure to do so would be unlawful or (c) failure to do so
would expose the Auction Agent to loss, liability,  claim, damage or expense for
which it has not received indemnity or security satisfactory to it.

         2.3 AUCTION SCHEDULE.

         The Auction Agent shall  normally  conduct  Auctions every 7 days after
the first Auction in accordance with the schedule set forth below. Such schedule
may be changed by the Auction Agent with the consent of the Fund,  which consent
shall not be withheld  unreasonably.  The Auction Agent shall give notice of any
such change to each  Broker-Dealer.  Such notice shall be received  prior to the
first Auction Date on which any such change shall be effective.

TIME                                            EVENT

By 9:30 a.m.                     Auction  Agent  shall  advise  the Fund and the
                                 Broker-Dealers  of Maximum Dividend Rate as set
                                 forth in Section 2.2(d)(i) hereof.

9:30 a.m. - 1:00 p.m.            Auction   Agent  shall   assemble   information
                                 communicated   to  it  by   Broker-Dealers   as
                                 provided  in  Section  2(a)  of  Part II of the
                                 Articles Supplementary.

Not earlier  than  1:00p.m.      Auction   Agent   shall   make   determinations
                                 pursuant  to  Section  3(a)  of  Part II of the
                                 Articles Supplementary.

By approximately  3:30 p.m.      Auction  Agent  shall  advise  the  Fund of the
                                 results of the  Auction as  provided in Section
                                 3(b) of Part II of the Articles Supplementary.

                                 Submitted  Bids and Submitted  Sell Orders will
                                 be  accepted  and  rejected in whole or in part
                                 and  APS  will  be  allocated  as  provided  in
                                 Section   4  of   Part   II  of  the   Articles
                                 Supplementary.  Auction Agent shall give notice
                                 of the Auction  results as set forth in Section
                                 2.4 hereof.

         Except  as  provided  in  the  immediately  following  paragraph,   the
Submission Deadline will be 1:00 p.m.; provided, however, that the Auction Agent
shall be  entitled  to  accept  Orders  from  any  Broker-Dealer  following  the
Submission  Deadline  (but in any event  prior to the  communication  of Auction
results as  provided  below) so long as the Orders from such  Broker-Dealer  are
accompanied by a certification  to the Auction Agent from such  Broker-Dealer to
the effect that (i) such Orders were  communicated to, and time-stamped by, such
Broker-Dealer  prior to the  Submission  Deadline and (ii) a force majeure event
(including,  without limitation, a technological failure or malfunction) impeded
the  Broker-Dealer's  ability  to  submit  the  Orders  prior to the  Submission
Deadline.

         The  Auction  Agent will follow the Bond  Market  Association's  Market
Practice U.S. Holiday  Recommendations  for shortened  trading days for the bond
markets  (the "BMA  Recommendation")  unless  the  Auction  Agent is  instructed
otherwise.  In  the  event  of a BMA  Recommendation  on an  Auction  Date,  the
Submission Deadline will be 11:30 a.m., instead of 1:00 p.m.

         2.4 NOTICE OF AUCTION RESULTS.

         On each Auction Date, the Auction Agent shall notify  Broker-Dealers of
the results of the Auction held on such date by  telephone  or other  electronic
means acceptable to the parties.

                                       5
<PAGE>

         2.5 BROKER-DEALERS.

                  (a) Not later than 12:00 noon on each Auction  Date,  the Fund
shall pay to the Auction  Agent in Federal  Funds or similar  same-day  funds an
amount  in  cash  equal  to (i) in the  case  of any  Auction  Date  immediately
preceding  a seven day  Dividend  Period,  the  product  of (A) a  fraction  the
numerator of which is the number of days in such Dividend Period  (calculated by
counting  the first  day of such  Dividend  Period  but  excluding  the last day
thereof)  and the  denominator  of which is 360,  times (B) 1/4 of 1%, times (C)
$25,000 times (D) the sum of the aggregate  number of outstanding  APS for which
the Auction is conducted  and (ii) in the case of any Special  Dividend  Period,
the  amount  determined  by mutual  consent  of the Fund and the  Broker-Dealers
pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall
apply such  moneys as set forth in Section 3.5 of the  Broker-Dealer  Agreements
and shall  thereafter  remit to the Fund any remaining funds paid to the Auction
Agent pursuant to this Section 2.5(a).

                  (b) The  Fund  shall  not  designate  any  Person  to act as a
Broker-Dealer,  or permit an Existing Holder or a Potential  Beneficial Owner to
participate in Auctions through any Person other than a  Broker-Dealer,  without
the prior written  approval of the Auction  Agent,  which  approval shall not be
withheld unreasonably.

                  (c)  The  Auction  Agent  shall  terminate  any  Broker-Dealer
Agreement as set forth therein if so directed in writing by the Fund.

                  (d) Subject to Section 2.5(b)  hereof,  the Auction Agent from
time to time shall enter into such  Broker-Dealer  Agreements  as the Fund (with
the consent of [                ], which shall not be  unreasonably  withheld or
delayed) shall request in writing.

                  (e) The Auction Agent shall maintain a list of Broker-Dealers.

         2.6  OWNERSHIP  OF APS  AND  SUBMISSION  OF BIDS  BY THE  FUND  AND ITS
AFFILIATES.

         Neither  the Fund nor any  Affiliate  of the Fund may  submit  any Sell
Order or Bid, directly or indirectly,  in any Auction,  except that an Affiliate
of the Fund that is a Broker-Dealer  may submit a Sell Order or Bid on behalf of
a Beneficial  Owner or a Potential  Beneficial  Owner. The Fund shall notify the
Auction  Agent in writing  if the Fund or, to the best of the Fund's  knowledge,
any  Affiliate  of the Fund  becomes  a  Beneficial  Owner  of any APS.  Any APS
redeemed, purchased or otherwise acquired (i) by the Fund shall not be reissued,
except in accordance  with the  requirements  of the  Securities Act of 1933, as
amended  ("Securities  Act") or (ii) by its Affiliates  shall not be transferred
(other than to the Fund). The Auction Agent shall have no duty or liability with
respect to enforcement of this Section 2.6.

         2.7 ACCESS TO AND MAINTENANCE OF AUCTION RECORDS.

         The Auction  Agent shall  afford to the Fund,  its agents,  independent
public  accountants  and  counsel,  access at  reasonable  times  during  normal
business  hours to review and make  extracts  or copies (at the Fund's sole cost
and expense) of all books, records,  documents and other information  concerning
the conduct and results of Auctions, provided that any such agent, accountant or
counsel shall  furnish the Auction Agent with a letter from the Fund  requesting
that the Auction Agent afford such person access at least one Business Day prior
to the date of such access. The Auction Agent shall maintain records relating to
any  Auction  for a period of at least  two years  after  such  Auction  (unless
requested in writing by the Fund to maintain such records for such longer period
not in excess of four years, then for such longer period),  and such records, in
reasonable detail,  shall accurately and fairly reflect the actions taken by the
Auction Agent  hereunder.  The Fund agrees to keep  confidential any information
regarding the customers of any Broker-Dealer  received from the Auction Agent in
connection  with this  Agreement  or

                                       6
<PAGE>

any Auction, and shall not disclose such information or permit the disclosure of
such   information   without  the  prior  written   consent  of  the  applicable
Broker-Dealer  to anyone  except such agent,  accountant  or counsel  engaged to
audit or review the results of Auctions as  permitted  by this  Section 2.7. The
Fund reserves the right to disclose any such information if it is advised by its
counsel  that its  failure to do so would (i) be  unlawful  or (ii) expose it to
liability,   unless  the  Broker-Dealer   shall  have  offered   indemnification
satisfactory to the Fund. Any such agent,  accountant or counsel,  before having
access to such  information,  shall agree to keep such information  confidential
and not to disclose such  information or permit  disclosure of such  information
without the prior written consent of the applicable Broker-Dealer, provided that
such agent,  accountant  or counsel  may reserve the right to disclose  any such
information  if it is advised by its counsel that its failure to do so would (i)
be unlawful or (ii) expose it to liability,  unless the Broker-Dealer shall have
offered  indemnification  satisfactory to such agent, accountant or counsel. The
Auction Agent shall have no  responsibility  for, and shall have no liability in
connection with, the Fund's performance of its duties under this Section 2.7.

III. THE AUCTION AGENT AS PAYING AGENT.

         3.1 THE PAYING AGENT.

         The Board of Directors of the Fund has adopted a resolution  appointing
The Bank of New York as Auction Agent and Paying Agent.  The Paying Agent hereby
accepts  such  appointment  and agrees to act in  accordance  with its  standard
procedures and the provisions of the Articles  Supplementary which are specified
herein with respect to the APS and as set forth in this Section III.

         3.2 THE FUND'S NOTICES TO THE PAYING AGENT.

         Whenever any APS are to be redeemed, the Fund promptly shall deliver to
the  Paying  Agent a Notice of  Redemption,  which  will be mailed by the Paying
Agent to each Holder at least five  Business  Days prior to the date such Notice
of Redemption is required to be mailed  pursuant to the Articles  Supplementary.
The Paying Agent shall have no  responsibility to confirm or verify the accuracy
of any such Notice.

         3.3 THE FUND TO PROVIDE FUNDS FOR DIVIDENDS AND REDEMPTIONS.

                  (a) Not later than 12:00 noon on each  Dividend  Payment Date,
the Fund shall  deposit  with the Paying  Agent an  aggregate  amount of Federal
Funds or similar  same-day  funds equal to the declared  dividends to be paid to
Holders  on such  Dividend  Payment  Date,  and  shall  give  the  Paying  Agent
irrevocable  written  instructions  to apply such  funds to the  payment of such
dividends on such Dividend Payment Date.

                  (b) If the Fund  shall  give a Notice of  Redemption,  then by
noon of the date fixed for redemption,  the Fund shall deposit in trust with the
Paying  Agent an aggregate  amount of Federal  Funds or similar  same-day  funds
sufficient  to redeem such APS called for  redemption  and shall give the Paying
Agent irrevocable written instructions and authority to pay the redemption price
to the Holders of APS called for redemption upon surrender of the certificate or
certificates therefor.

         3.4 DISBURSING DIVIDENDS AND REDEMPTION PRICE.

         After  receipt  of the  Federal  Funds or  similar  same-day  funds and
instructions  from the Fund  described  in Section 3.3 above,  the Paying  Agent
shall pay to the  Holders  (or  former  Holders)  entitled  thereto  (i) on each
Dividend  Payment  Date,  dividends  on the APS,  and (ii) on any date fixed for
redemption, the redemption price of any shares of APS called for redemption. The
amount of dividends  for any  Dividend  Period to be paid by the Paying Agent to
Holders  will be  determined  by the Fund as set

                                       7
<PAGE>

forth in Section 2 of Part I of the Articles Supplementary. The redemption price
to be paid by the  Paying  Agent to the  Holders of any shares of APS called for
redemption  will  be  determined  as set  forth  in  Section  8 of Part I of the
Articles  Supplementary.  The Paying Agent shall have no duty to  determine  the
redemption  price and may rely on the amount  thereof set forth in the Notice of
Redemption.

IV.      THE PAYING AGENT AS TRANSFER AGENT AND REGISTRAR.

         4.1 ORIGINAL ISSUE OF SHARE CERTIFICATES.

         On the Date of  Original  Issue of the APS,  one  certificate  for each
series of APS shall be issued by the Fund and  registered  in the name of Cede &
Co., as nominee of the Securities  Depository,  and  countersigned by the Paying
Agent.

         4.2 REGISTRATION OF TRANSFER OR EXCHANGE OF SHARES.

         Except as provided in this  Section  4.2,  the APS shall be  registered
solely  in the  name  of  the  Securities  Depository  or  its  nominee.  If the
Securities  Depository shall give notice of its intention to resign as such, and
if  the  Fund  shall  not  have  selected  a  substitute  Securities  Depository
acceptable  to the  Paying  Agent  prior to such  resignation,  then  upon  such
resignation  the APS, at the Fund's  request,  may be registered for transfer or
exchange,  and a new  certificate  thereupon  shall be issued in the name of the
designated  transferee or transferees,  upon surrender of the old certificate in
form deemed by the Paying Agent to be properly  endorsed  for transfer  with (a)
all necessary  endorsers'  signatures  guaranteed in such manner and form and by
such guarantor as the Paying Agent may reasonably  require,  (b) such assurances
as the  Paying  Agent  shall deem  necessary  or  appropriate  to  evidence  the
genuineness and effectiveness of each necessary endorsement and (c) satisfactory
evidence of compliance  with all  applicable  laws relating to the collection of
taxes in  connection  with any  registration  of  transfer  or exchange or funds
necessary for the payment of such taxes.  If the  certificate for the APS is not
held by the  Securities  Depository  or its nominee,  payments  upon transfer of
shares in an Auction shall be made in Federal Funds or similar same-day funds to
the Auction Agent against delivery of certificates therefor.

         4.3 REMOVAL OF LEGEND.

         Any  request  for  removal  of a legend  indicating  a  restriction  on
transfer from a certificate evidencing APS shall be accompanied by an opinion of
counsel  stating  that  such  legend  may be  removed  and  such  shares  may be
transferred free of the restriction described in such legend, said opinion to be
delivered  under cover of a letter from a Fund  Officer  authorizing  the Paying
Agent to remove the legend on the basis of said opinion.

         4.4 LOST, STOLEN OR DESTROYED SHARES CERTIFICATES.

         The Paying Agent shall issue and register a replacement certificate for
a  certificate  represented  to have been lost,  stolen or  destroyed,  upon the
fulfillment of such requirements as shall be deemed  appropriate by the Fund and
by the Paying  Agent,  subject at all times to  provisions  of law, the Articles
Supplementary  governing such matters and  resolutions  adopted by the Fund with
respect to lost,  stolen or destroyed  securities.  The Paying Agent may issue a
new  certificate  in  exchange  for and upon  the  cancellation  of a  mutilated
certificate.  Any request by the Fund to the Paying Agent to issue a replacement
or new  certificate  pursuant  to this  Section  4.4  shall  be  deemed  to be a
representation  and warranty by the Fund to the Paying Agent that such  issuance
will comply with provisions of applicable law and the Articles Supplementary and
resolutions of the Fund.

                                       8
<PAGE>

         4.5 DISPOSITION OF CANCELED CERTIFICATES: RECORD RETENTION.

         The  Paying  Agent  shall  retain  stock  certificates  which have been
canceled in transfer or in exchange and accompanying documentation in accordance
with applicable rules and regulations of the Securities and Exchange  Commission
(the  "Commission")  for at  least  two  calendar  years  from  the date of such
cancellation.  The Paying Agent,  upon written request by the Fund, shall afford
to the Fund,  its agents and counsel  access at  reasonable  times during normal
business  hours to review and make  extracts  or copies (at the Fund's sole cost
and expense) of such certificates and accompanying  documentation.  Upon written
request  by the  Fund  at any  time  within  the  six  month  period  commencing
immediately after the expiration of this two-year period, the Paying Agent shall
deliver to the Fund the canceled  certificates and  accompanying  documentation.
The Fund,  at its expense,  shall  retain such records for a minimum  additional
period of at least four calendar  years from the date of delivery of the records
to the Fund and shall make such  records  available  during  this  period at any
time,  or from  time  to  time,  for  reasonable  periodic,  special,  or  other
examinations by representatives of the Commission. The Fund also shall undertake
to furnish to the Commission,  upon demand, either at its principal office or at
any regional  office,  complete,  correct and current hard copies of any and all
such records.

         4.6 STOCK REGISTER.

         The Paying Agent shall maintain the stock register, which shall contain
a list of the Holders,  the number of shares held by each Holder and the address
of each Holder.  The Paying Agent shall record in the stock  register any change
of  address  of a Holder  upon  written  notice by such  Holder.  In case of any
written  request or demand for the inspection of the share register or any other
books of the Fund in the  possession of the Paying Agent,  the Paying Agent will
notify  the Fund and secure  instructions  as to  permitting  or  refusing  such
inspection.  The Paying Agent reserves the right,  however, to exhibit the stock
register  or other  records to any  person in case it is advised by its  counsel
that its failure to do so would (i) be unlawful or (ii) expose it to  liability,
unless the Fund shall have offered  indemnification  satisfactory  to the Paying
Agent.

         4.7 RETURN OF FUNDS.

         Any funds  deposited  with the Paying  Agent by the Fund for any reason
(other  than for the  payment of amounts  due to the  Paying  Agent)  under this
Agreement, including for the payment of dividends or the redemption of APS, that
remain with the Paying  Agent  after 12 months  shall be repaid to the Fund upon
written request by the Fund.

V.       REPRESENTATIONS AND WARRANTIES.

         5.1 REPRESENTATIONS AND WARRANTIES OF THE FUND.

         The Fund represents and warrants to the Auction Agent that:

                           (i)  the  Fund  is  duly  organized  and  is  validly
existing as a corporation under the laws of the State of Maryland,  and has full
power to execute and deliver this  Agreement and to authorize,  create and issue
the APS;

                           (ii)  the  Fund is  registered  with  the  Commission
under the 1940 Act as a closed-end, diversified, management investment company;

                           (iii)  this  Agreement  has  been  duly  and  validly
authorized,  executed and delivered by the Fund and constitutes the legal, valid
and binding obligation of the Fund,  enforceable  against the Fund in accordance
with its terms, subject to bankruptcy, insolvency, reorganization and other laws
of general  applicability  relating  to or  affecting  creditors'  rights and to
general equitable principles;

                                       9
<PAGE>

                           (iv) the form of the certificate  evidencing  the APS
complies with all applicable laws of the State of Maryland;

                           (v) the APS have  been  duly  and  validly authorized
by the Fund and,  upon  completion of the initial sale of the APS and receipt of
payment  therefor,   will  be  validly  issued  by  the  Fund,  fully  paid  and
nonassessable;

                           (vi) at the  time  of the  offering  of the  APS, the
shares offered will be registered under the Securities Act and no further action
by or before any  governmental  body or authority of the United States or of any
state thereof is required in connection  with the execution and delivery of this
Agreement or will be required in  connection  with the issuance of shares of the
APS, except such action as required by applicable state securities laws;

                           (vii) the execution and delivery  of  this  Agreement
and the  issuance  and  delivery of the APS do not and will not  conflict  with,
violate,  or result in a breach of the terms,  conditions or  provisions  of, or
constitute a default  under,  the  Charter,  any order or decree of any court or
public authority having jurisdiction over the Fund, or any mortgage,  indenture,
contract,  agreement or  undertaking to which the Fund is a party or by which it
is bound; and

                           (viii)  no taxes are payable  upon or in  respect  of
the  execution  of this  Agreement  or will be payable upon or in respect of the
issuance of the APS.

         5.2 REPRESENTATIONS AND WARRANTIES OF THE AUCTION AGENT.

         The Auction Agent represents and warrants to the Fund that:

                           (i) the  Auction  Agent  is  duly  organized  and  is
validly existing as a banking corporation in good standing under the laws of the
State of New York and has the  corporate  power to enter  into and  perform  its
obligations under this Agreement; and

                           (ii)  this  Agreement  has  been  duly  and   validly
authorized,  executed and  delivered by the Auction  Agent and  constitutes  the
legal,  valid and binding obligation of the Auction Agent,  enforceable  against
the  Auction  Agent  in  accordance  with  its  terms,  subject  to  bankruptcy,
insolvency,  reorganization and other laws of general applicability  relating to
or affecting creditors' rights and to general equitable principles.

VI.      THE AUCTION AGENT.

         6.1 DUTIES AND RESPONSIBILITIES.

                  (a) The Auction Agent is acting solely as  nonfiduciary  agent
for the Fund hereunder and owes no fiduciary duties to any Person.

                  (b) The Auction  Agent  undertakes  to perform such duties and
only such duties as are set forth specifically in this Agreement, and no implied
covenants or obligations  shall be read into this Agreement  against the Auction
Agent. To the extent any provision contained herein conflicts with any provision
incorporated herein by reference, the terms hereof shall control.

                  (c) In the absence of willful  misconduct or negligence on its
part,  the Auction Agent shall not be liable for any action  taken,  suffered or
omitted by it or for any error of judgment made by it in the  performance of its
duties under this Agreement.

                                       10
<PAGE>

                  (d) In no event shall the Auction Agent be liable for special,
punitive,  indirect  or  consequential  loss or  damage  of any kind  whatsoever
(including,  but not limited to, lost  profits),  even if the Auction  Agent has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

         6.2 RIGHTS OF THE AUCTION AGENT.

                  (a) The Auction Agent may conclusively rely upon, and shall be
fully  protected in acting or  refraining  from acting upon,  any  communication
authorized  hereby  and  any  proper  written  instruction,   notice,   request,
direction, consent, report, certificate,  share certificate or other instrument,
paper or document  reasonably  believed by it to be genuine.  The Auction  Agent
shall not be liable for acting or  refraining  from  acting  upon any  telephone
communication  authorized hereby which the Auction Agent reasonably  believes in
good faith,  after  reasonable  inquiry,  to have been given by the Fund or by a
Broker-Dealer.  The Auction Agent may record telephone  communications  with the
Fund or with the Broker-Dealers or with both.

                  (b) The Auction  Agent may consult with counsel of its choice,
and the advice of such  counsel  shall be full and  complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reasonable reliance thereon.

                  (c) The Auction Agent shall not be required to advance, expend
or risk its own  funds  or  otherwise  incur  or  become  exposed  to  financial
liability in the performance of its duties hereunder. The Auction Agent shall be
under no liability for interest on any money received by it hereunder  except as
otherwise agreed to in writing with the Fund.

                  (d) The Auction  Agent may perform its duties and exercise its
rights  hereunder  either  directly or by or through agents or attorneys and, in
the  absence  of  misconduct  or  negligence  on the part of any  such  agent or
attorney, shall not be responsible for the conduct on the part of any such agent
or attorney appointed by it with due care.

                  (e) The  Auction  Agent  shall not be liable  for any error of
judgment  made in good faith  unless the Auction  Agent shall have been  grossly
negligent  in  ascertaining  (or  failing  to  ascertain)  the  pertinent  facts
necessary to make such  judgment.  In no event shall the Auction Agent be liable
for special,  indirect or  consequential  loss or damages of any kind whatsoever
(including,  but not limited to, loss of profits), even if the Auction Agent has
been advised of the  likelihood  of such loss or damages and  regardless  of the
form of action, except in the event of willful misconduct or gross negligence on
the part of the Auction Agent.

                  (f) The Auction  Agent shall not be required to and shall make
no representations and have no  responsibilities  as to the validity,  accuracy,
value or genuineness of any signatures or  endorsements,  other than its own and
those of its authorized officers.  The Auction Agent makes no representations as
to and shall have no liability  with respect to the  correctness of the recitals
in, or the validity,  accuracy or adequacy of this Agreement,  any Broker-Dealer
Agreement,  any offering  material used in connection with the offer and sale of
the APS or any other  agreement or instrument  executed in  connection  with the
transactions contemplated herein or in any thereof. The Auction Agent shall have
no obligation or liability in respect of the registration or exemption therefrom
of the APS under federal or state  securities laws in respect of the sufficiency
or the  conformity  of any  transfer  of the APS  pursuant  to the  terms of the
Auction Agency  Agreement,  any Broker-Dealer  Agreement,  or any other document
contemplated thereby or related thereto.

                                       11
<PAGE>

                  (g) Whenever in the  administration  of the provisions of this
Agreement the Auction  Agent shall deem it necessary or desirable  that a matter
be proved or  established  prior to taking or  suffering  any action to be taken
hereunder,  such matter  (unless  other  evidence  in respect  thereof be herein
specifically prescribed) may, in the absence of negligence, bad faith or willful
misconduct on the part of the Auction Agent, be deemed to be conclusively proved
and  established  by a  certificate  signed by the Fund or a  Broker-Dealer  and
delivered  to the  Auction  Agent,  and  such  certificate,  in the  absence  of
negligence,  bad faith or willful  misconduct on the part of the Auction  Agent,
shall be full warrant to the Auction Agent for any action taken or omitted by it
under the provisions of this Agreement upon the faith thereof.

                  (h)  The  Auction  Agent  shall  not  be  bound  to  make  any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request, consent,  entitlement
order,  approval  or  other  paper  or  document  furnished  by  the  Fund  or a
Broker-Dealer,  except to the extent that such failure to  investigate  would be
deemed grossly negligent.

                  (i) Any corporation into which the Auction Agent may be merged
or converted or with which it may be consolidated,  or any corporation resulting
from any merger, conversion or consolidation to which the Auction Agent shall be
a party,  or any corporation  succeeding to the dealing and trading  business of
the Auction Agent shall be the successor of the Auction  Agent  hereunder,  with
the consent of the Fund but without  the  execution  or filing of any paper with
any party  hereto or any further  act on the part of any of the parties  hereto,
except  where any  instrument  of transfer or  assignment  is required by law to
effect such succession, anything herein to the contrary notwithstanding.

         6.3 COMPENSATION, EXPENSES AND INDEMNIFICATION.

                  (a) The Fund shall pay to the Auction  Agent from time to time
reasonable compensation for all services rendered by it under this Agreement and
under the  Broker-Dealer  Agreements as shall be set forth in a separate writing
signed by the Fund and the Auction  Agent,  subject to adjustments if the APS no
longer  are held of record by the  Securities  Depository  or its  nominee or if
there shall be such other change as shall  increase or decrease  materially  the
Auction Agent's obligations hereunder or under the Broker-Dealer Agreements.

                  (b) The  Fund  shall  reimburse  the  Auction  Agent  upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Auction Agent in accordance  with any provision of this  Agreement and of
the Broker-Dealer  Agreements (including the reasonable  compensation,  expenses
and disbursements of its agents and counsel),  except any expense,  disbursement
or advance attributable to its gross negligence or willful misconduct.

                  (c)  The  Fund  shall  indemnify  the  Auction  Agent  and its
officers, directors, employees and agents for, and hold it harmless against, any
loss,  liability  or  expense  incurred  without  gross  negligence  or  willful
misconduct on the part of the Auction Agent arising out of or in connection with
its  agency  under  this  Agreement  and  under  the  Broker-Dealer  Agreements,
including  the costs and  expenses  of  defending  itself  against  any claim of
liability in connection  with its exercise or  performance  of any of its duties
hereunder and thereunder, except such as may result from its gross negligence or
willful misconduct.

         6.4 FORCE MAJEURE

         The  Auction  Agent  shall not be  responsible  for or  liable  for any
failure or delay in the  performance  of its  obligations  under this  Agreement
arising out of or caused,  directly or indirectly,  by circumstances  beyond its
reasonable control,  including,  without limitation,  acts of God;  earthquakes;

                                       12
<PAGE>

fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
acts of terrorism;  interruptions,  loss or malfunctions of utilities;  computer
(hardware or software) or communications  services;  accidents;  labor disputes;
acts of civil or military authority or governmental actions; it being understood
that the Auction Agent shall use reasonable  efforts which are  consistent  with
accepted  practices  in the banking  industry to resume  performance  as soon as
practicable under the circumstances.

VII.     MISCELLANEOUS.

         7.1 TERM OF AGREEMENT.

                  (a) The term of this Agreement is unlimited unless it shall be
terminated  as  provided  in this  Section  7.1.  The  Fund may  terminate  this
Agreement at any time by so  notifying  the Auction  Agent in writing,  provided
that,  if any APS  remain  outstanding,  the Fund  shall  have  entered  into an
agreement with a successor  auction agent.  The Auction Agent may terminate this
Agreement  upon prior  notice to the Fund on the date  specified in such notice,
which date shall be no earlier than 60 days after  delivery of such notice.  The
Auction  Agent may resign after 30 days  following the delivery of notice to the
Fund that the Auction  Agent has not been paid amounts due to it. If the Auction
Agent  terminates  this Agreement  while any APS remains  outstanding,  the Fund
shall use its best efforts to enter into an agreement  with a successor  auction
agent containing substantially the same terms and conditions as this Agreement.

                  (b) Except as otherwise  provided in this Section 7.1(b),  the
respective  rights  and  duties of the Fund and the  Auction  Agent  under  this
Agreement  shall  cease  upon   termination  of  this   Agreement.   The  Fund's
representations,  warranties,  covenants  and  obligations  to the Auction Agent
under  Sections 5.1 and 6.3 hereof shall survive the  termination  hereof.  Upon
termination  of this  Agreement,  the Auction  Agent shall (i) resign as Auction
Agent under the  Broker-Dealer  Agreements,  (ii) at the Fund's written request,
deliver promptly to the Fund copies of all books and records maintained by it in
connection  with its duties  hereunder,  and (iii) at the written request of the
Fund,  transfer promptly to the Fund or to any successor auction agent any funds
deposited by the Fund with the Auction Agent (whether in its capacity as Auction
Agent  or as  Paying  Agent)  pursuant  to this  Agreement  which  have not been
distributed previously by the Auction Agent in accordance with this Agreement.

         7.2 COMMUNICATIONS.

         Except  for (i)  communications  authorized  to be  made  by  telephone
pursuant to this Agreement or the Auction Procedures and (ii)  communications in
connection with Auctions (other than those expressly required to be in writing),
all notices,  requests and other  communications to any party hereunder shall be
in writing  (including  telecopy or similar  writing) and shall be given to such
party at its address or telecopier number set forth below:


If to the Fund,                   DNP Select Income Fund Inc.
addressed to:                     Attn:  Nathan I. Partain
                                  55 East Monroe Street, Suite 3600
                                  Chicago, Illinois 60603
                                  Telephone: (312) 630-4613
                                  Facsimile: (312) 630-2226
                                  Email: Nathan_Partain@dpimc.com

                                       13
<PAGE>

If to the Auction Agent,          The Bank of New York
addressed to:                     Corporate Trust Administration
                                  Attn: Dealing and Trading Group - Auction Desk
                                  101 Barclay Street, Floor 7W
                                  New York, New York 10286

                                  Telephone (212) 815-3450
                                  Facsimile: (212) 815-3440 or (212) 815-3443
                                  Email: bnyctauctionunit@bankofny.com

or such other address or telecopier  number as such parry  hereafter may specify
for such  purpose by notice to the other  party.  Each such  notice,  request or
communication shall be effective when delivered at the address specified herein.
Communications  shall be given on  behalf of the Fund by a Fund  Officer  and on
behalf of the Auction Agent by an Authorized Officer.

         7.3 ENTIRE AGREEMENT.

         This  Agreement  contains  the entire  agreement  between  the  parties
relating to the subject matter hereof,  and there are no other  representations,
endorsements,  promises, agreements or understandings, oral, written or implied,
between the parties  relating to the subject matter  hereof,  except for written
agreements relating to the compensation of the Auction Agent.

         7.4 BENEFITS.

         Nothing  herein,  express or implied,  shall give to any Person,  other
than the Fund,  the Auction Agent and their  respective  successors and assigns,
any benefit of any legal or equitable right, remedy or claim hereunder.

         7.5 AMENDMENT; WAIVER.

                  (a) This  Agreement  shall not be deemed  or  construed  to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by a duly authorized  representative of the party to
be charged.  The Fund shall notify the Auction Agent in writing of any change in
the Articles  Supplementary  prior to the effective date of any such change.  If
any such change in the Articles  Supplementary  materially increases the Auction
Agent's obligations hereunder,  the Fund shall obtain the written consent of the
Auction Agent prior to the effective date of such change.

                  (b) Failure of either  party  hereto to exercise  any right or
remedy  hereunder  in the event of a breach  hereof by the other party shall not
constitute a waiver of any such right or remedy with  respect to any  subsequent
breach.

         7.6 SUCCESSORS AND ASSIGNS.

         This Agreement  shall be binding upon,  inure to the benefit of, and be
enforceable by, the respective  successors and permitted  assigns of each of the
Fund and the Auction  Agent.  This Agreement may not be assigned by either party
hereto absent the prior written consent of the other party,  which consent shall
not be withheld unreasonably.

                                       14
<PAGE>

         7.7 SEVERABILITY.

         If any clause,  provision or section  hereof shall be ruled  invalid or
unenforceable  by  any  court  of  competent  jurisdiction,  the  invalidity  or
unenforceability  of such clause,  provision or section  shall not affect any of
the remaining clauses, provisions or sections hereof.

         7.8 EXECUTION IN COUNTERPARTS.

         This Agreement may be executed in several  counterparts,  each of which
shall be an  original  and all of which  shall  constitute  but one and the same
instrument.

         7.9 GOVERNING LAW.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the  State  of New  York  applicable  to  agreements  made and to be
performed in said state.

         7.10 JURISDICTION.

         The parties agree that all actions and proceedings  arising out of this
Auction Agency Agreement or any of the transactions contemplated hereby shall be
brought in the County of New York,  and, in  connection  with any such action or
proceeding,  submit to the jurisdiction  of, and venue in, such County.  Each of
the  parties  hereto also  irrevocably  waives all right to trial by jury in any
action,  proceeding  or  counterclaim  arising  out  of  this  Agreement  or the
transactions contemplated hereby.



                               [Signature pages follow]

                                       15
<PAGE>

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

                                          DNP SELECT INCOME FUND INC.



                                          By:
                                              ----------------------------------




                                          THE BANK OF NEW YORK, As Auction Agent



                                          By:
                                              ----------------------------------






                                       16
<PAGE>

                                                                       EXHIBIT A



                           DNP SELECT INCOME FUND INC.


                              THE BANK OF NEW YORK,
                                as Auction Agent

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

                             BROKER-DEALER AGREEMENT

                           dated as of [       ], 2006

                                   Relating to

                             Auction Preferred Stock

                                       of

                           DNP SELECT INCOME FUND INC.

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

                               [                ]


<PAGE>

                             BROKER-DEALER AGREEMENT

         This Broker-Dealer Agreement dated as of [ ], 2006, is between The Bank
of New York, a New York banking  corporation  (the "Auction  Agent") (not in its
individual  capacity,  but solely as agent of DNP SELECT  INCOME FUND INC.  (the
"Fund")),  pursuant to authority  granted to it in the Auction Agency  Agreement
dated as of [ ], 2006  between  the Fund and the  Auction  Agent  (the  "Auction
Agency Agreement"), and [ ] (together with its successors and assigns, "BD").

         The Fund  proposes to issue  4,000  preferred  shares of the Fund,  par
value  $0.001 per share,  designated  Series M Auction  Preferred  Stock,  4,000
preferred  shares of the Fund, par value $0.001 per share,  designated  Series W
Auction  Preferred  Stock,  and 4,000  preferred  shares of the Fund,  par value
$0.001 per  share,  designated  Series F Auction  Preferred  Stock,  each with a
liquidation  preference of $25,000 per share, and may in the future issue one or
more additional  series of Auction  Preferred Stock  (collectively,  the "APS"),
pursuant to the Fund's Articles of Incorporation and the Articles  Supplementary
(as defined below).

         The Fund's Articles Supplementary provide that for each Dividend Period
after the initial  Dividend  Period,  the Applicable  Dividend Rate for APS then
outstanding  shall be equal to the rate per annum that  results  from an Auction
for  Outstanding  APS on the  respective  Auction  Date  therefor.  The Board of
Directors of the Fund has adopted a resolution  appointing  The Bank of New York
as Auction Agent for purposes of the Auction Procedures, and pursuant to Section
2.5 of the Auction  Agency  Agreement,  the Fund has  requested and directed the
Auction Agent to execute and deliver this Agreement.

         The  Auction  Procedures  require  the  participation  of one  or  more
Broker-Dealers.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein, the Auction Agent and BD agree as follows:

VIII.    DEFINITIONS AND RULES OF CONSTRUCTION.

         1.1 TERMS DEFINED BY REFERENCE TO THE ARTICLES SUPPLEMENTARY.

         Capitalized terms not defined herein shall have the respective meanings
specified in the Articles Supplementary.

         1.2 TERMS DEFINED HEREIN.

         As used herein, the following terms shall have the following  meanings,
unless the context otherwise requires:

                  (a)   "Articles   Supplementary"   shall  mean  any   articles
supplementary  filed by the Fund with the State  Department of  Assessments  and
Taxation of Maryland  specifying  the powers,  preferences  and rights of one or
more series of APS.

                  (b)  "Auction  Procedures"  shall mean the Auction  Procedures
that are set forth in Part II of the Articles Supplementary.

                  (c) "Authorized  Officer" of the Auction Agent shall mean each
Vice President, Assistant Vice President and Assistant Treasurer assigned to the
Dealing  and  Trading  Group of its  Corporate  Trust  Division  and every other
officer or employee of the Auction Agent  designated as an "Authorized  Officer"
for purposes of this Agreement in a written communication to BD.

<PAGE>

                  (d) "BD  Officer"  shall mean each  officer or  employee of BD
designated  as a "BD  Officer"  for  purposes  of this  Agreement  in a  written
communication to the Auction Agent.

                  (e)  "Broker-Dealer  Agreement"  shall mean this Agreement and
any   substantially   similar   agreement   between  the  Auction  Agent  and  a
Broker-Dealer.

         1.3 RULES OF CONSTRUCTION.

         Unless the context or use  indicates  another or  different  meaning or
intent, the following rules shall apply to the construction of this Agreement:

                  (a) Words  importing  the singular  number  shall  include the
plural number and vice versa.

                  (b)  The  captions   and   headings   herein  are  solely  for
convenience of reference and shall not constitute a part of this Agreement,  nor
shall they affect its meaning, construction or effect.

                  (c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.

                  (d) All references herein to a particular time of day shall be
to New York City time.

IX.      NOTIFICATION OF DIVIDEND.

         The  provisions  contained  in  Section  3 of  Part I of  the  Articles
Supplementary  concerning the  notification of a Special Dividend Period will be
followed by the Auction Agent and BD, and the provisions  contained  therein are
incorporated  herein by reference in their  entirety and shall be deemed to be a
part of this Agreement to the same extent as if such  provisions  were set forth
fully herein.

X.       THE AUCTION.

         1.4 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES.

                  (a) On  each  Auction  Date,  the  provisions  of the  Auction
Procedures  will be followed by the Auction Agent for the purpose of determining
the  Applicable  Dividend  Rate for the  APS,  for each  Dividend  Period.  Each
periodic  operation  of  such  procedures  is  hereinafter  referred  to  as  an
"Auction."

                  (b) All of the provisions  contained in the Auction Procedures
are incorporated herein by reference in their entirety and shall be deemed to be
a part of this Agreement to the same extent as if such provisions were set forth
fully herein.

                  (c) BD agrees to act as, and  assumes the  obligations  of and
limitations and restrictions  placed upon, a Broker-Dealer under this Agreement.
BD  understands  that other Persons  meeting the  requirements  specified in the
definition  of  "Broker-Dealer"  contained  in  "Definitions"  in  the  Articles
Supplementary   may  execute  a  Broker-Dealer   Agreement  and  participate  as
Broker-Dealers in Auctions.

                  (d) BD and other  Broker-Dealers  may  participate in Auctions
for their own accounts.  However, the Fund, by notice to BD and all other Broker
Dealers,  may prohibit all  Broker-Dealers  from submitting Bids in Auctions for
their own  accounts,  PROVIDED that  Broker-Dealers  may continue to submit Hold
Orders and Sell Orders.

                                       2
<PAGE>

         1.5 PREPARATION FOR EACH AUCTION.

                  (a) Not later than 9:30 A.M. on each Auction Date for the APS,
the Auction  Agent shall  advise BD by telephone  or other  electronic  means of
communication  acceptable to the parties of the Maximum  Dividend Rate in effect
on such Auction Date.

                  (b) The Auction  Agent from time to time may, but shall not be
obligated to, request BD to provide it with a list of the  respective  customers
BD believes are Beneficial Owners of APS. BD shall comply with any such request,
and the Auction Agent shall keep  confidential any such  information,  including
information received as to the identity of Bidders in any Auction, and shall not
disclose any such information so provided to any Person other than the Fund; and
such  information  shall  not be  used by the  Auction  Agent  or its  officers,
employees, agents or representatives for any purpose other than such purposes as
are described herein or in the Auction Agency Agreement; provided, however, that
the Auction  Agent  reserves  the right and is  authorized  to disclose any such
information  if (a) it is ordered to do so by a court of competent  jurisdiction
or a regulatory body, judicial or quasi-judicial  agency or authority having the
authority to compel such  disclosure,  (b) it is advised by its counsel that its
failure to do so would be  unlawful  or (c)  failure  to do so would  expose the
Auction Agent to loss, liability,  claim, damage or expense for which it has not
received indemnity or security satisfactory to it. In the event that the Auction
Agent is required to  disclose  information  in  accordance  with the  foregoing
sentence,  it shall provide written notice of such requirement to BD as promptly
as  practicable.  The Auction  Agent shall,  subject to the terms of the Auction
Agency  Agreement,  transmit any list of  customers  BD believes are  Beneficial
Owners of APS and information  related thereto only to its officers,  employees,
agents or representatives  who need to know such information for the purposes of
acting in  accordance  with this  Agreement,  and the  Auction  Agent  shall use
commercially  reasonable efforts to prevent the transmission of such information
to others and shall cause its officers, employees, agents and representatives to
abide by the foregoing confidentiality restrictions; PROVIDED, HOWEVER, that the
Auction Agent shall have no  responsibility  or liability for the actions of any
of its officers,  employees,  agents or representatives after they have left the
employ of the Auction Agent.

         1.6 AUCTION SCHEDULE; METHOD OF SUBMISSION OF ORDERS.

                  (a) The Fund and the Auction Agent shall conduct  Auctions for
APS in  accordance  with the  schedule  set forth  below.  Such  schedule may be
changed at any time by the  Auction  Agent with the  consent of the Fund,  which
consent shall not be withheld unreasonably.  The Auction Agent shall give notice
of any such  change to BD.  Such  notice  shall be  received  prior to the first
Auction Date on which any such change shall be effective.

TIME                                       EVENT

By 9:30 A.M.                     Auction  Agent  shall  advise  the Fund and the
                                 Broker-Dealers  of the Maximum Dividend Rate as
                                 set forth in Section 3.2(a) hereof.

9:30 A.M. - 1:00 P.M.            Auction   Agent  shall   assemble   information
                                 communicated   to  it  by   Broker-Dealers   as
                                 provided  in  Section  3(a)  of  Part II of the
                                 Articles  Supplementary.

Not earlier than 1:00 P.M.       Auction   Agent   shall   make   determinations
                                 pursuant  to  Section  3(a)  of  Part II of the
                                 Articles Supplementary.

                                       3
<PAGE>

TIME                                       EVENT

By approximately 3:30 P.M.       Auction  Agent  shall  advise  the  Fund of the
(and not later than the close    results of the  Auction as  provided in Section
of business)                     3(b) of Part II of the Articles Supplementary.

                                 Submitted  Bids and Submitted  Sell Orders will
                                 be  accepted  and  rejected in whole or in part
                                 and  APS  will  be  allocated  as  provided  in
                                 Section   4  of   Part   II  of  the   Articles
                                 Supplementary.

                                 Auction  Agent shall give notice of the Auction
                                 results as set forth in Section 3.4(a) hereof.

         Except  as  provided  in  the  immediately  following  paragraph,   the
Submission Deadline will be 1:00 P.M.; provided, however, that the Auction Agent
shall be  entitled  to  accept  Orders  from  any  Broker-Dealer  following  the
Submission  Deadline  (but in any event  prior to the  communication  of Auction
results as  provided  below) so long as the Orders from such  Broker-Dealer  are
accompanied by a certification  to the Auction Agent from such  Broker-Dealer to
the effect that (i) such Orders were  communicated to, and time-stamped by, such
Broker-Dealer  prior to the  Submission  Deadline and (ii) a force majeure event
(including,  without limitation, a technological failure or malfunction) impeded
the  Broker-Dealer's  ability  to  submit  the  Orders  prior to the  Submission
Deadline.

         The  Auction  Agent will follow the Bond  Market  Association's  Market
Practice U.S. Holiday  Recommendations  for shortened  trading days for the bond
markets  (the "BMA  Recommendation")  unless  the  Auction  Agent is  instructed
otherwise.  In  the  event  of a BMA  Recommendation  on an  Auction  Date,  the
Submission Deadline will be 11:30 A.M., instead of 1:00 P.M.

                  (b) BD  agrees  to  maintain  a list of  Potential  Beneficial
Owners and to contact the Potential  Beneficial  Owners on such list on or prior
to each  Auction  Date for the purposes set forth in Section 2 of Part II of the
Articles Supplementary.

                  (c) BD shall submit  Orders to the Auction Agent in writing in
substantially  the form attached  hereto as Exhibit A. BD shall submit  separate
Orders to the Auction Agent for each  Potential  Beneficial  Owner or Beneficial
Owner on whose behalf BD is  submitting  an Order and shall not net or aggregate
the Orders of Potential  Beneficial  Owners or Beneficial Owners on whose behalf
BD is submitting Orders.

                  (d) BD  shall  deliver  to the  Auction  Agent  (i) a  written
notice,  substantially in the form attached hereto as Exhibit B, of transfers of
APS, made through BD by an Existing Holder to another Person other than pursuant
to an Auction,  and (ii) a written  notice,  substantially  in the form attached
hereto as Exhibit C, of the failure of APS to be transferred to or by any Person
that purchased or sold APS through BD pursuant to an Auction.  The Auction Agent
is not  required  to accept any notice  delivered  pursuant  to the terms of the
foregoing  sentence  with  respect to an Auction  unless it is  received  by the
Auction  Agent by 3:00 P.M. on the Business Day next  preceding  the  applicable
Auction Date.

         1.7 NOTICE OF AUCTION RESULTS.

                  (a) On each Auction Date, the Auction Agent shall notify BD by
telephone or other  electronic  means  acceptable  to the parties of the Auction
results.  On the Business Day next  succeeding  such Auction  Date,  the Auction
Agent shall notify BD in writing of the  disposition of all Orders  submitted by
BD in the Auction held on such Auction Date.

                                       4
<PAGE>

                  (b)  BD  shall  notify  each   Beneficial   Owner,   Potential
Beneficial  Owner,  Existing  Holder or Potential  Holder on whose behalf BD has
submitted  an Order,  of the Auction  results  and take such other  action as is
required of BD.

         If any  Beneficial  Owner or Existing  Holder selling APS in an Auction
fails to deliver such shares,  the  Broker-Dealer of any Person that was to have
purchased  APS in such  Auction  may  deliver  to such  Person a number of whole
shares of APS that is less than the number of shares  that  otherwise  was to be
purchased  by such Person.  In such event,  the number of APS to be so delivered
shall be  determined  by such  Broker-Dealer.  Delivery of such lesser number of
shares shall  constitute good delivery.  Upon the occurrence of any such failure
to deliver  shares,  such  Broker-Dealer  shall deliver to the Auction Agent the
notice  required by Section  3.3(d)(ii)  hereof.  Notwithstanding  the foregoing
terms  of this  Section  3.4(b),  any  delivery  or  non-delivery  of APS  which
represents  any departure  from the results of an Auction,  as determined by the
Auction  Agent,  shall be of no effect  unless and until the Auction Agent shall
have been notified of such delivery or non-delivery in accordance with the terms
of Section  3.3(d)(ii) hereof. The Auction Agent shall have no duty or liability
with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery
of APS which  represents  any departure from the results of an Auction shall not
affect the results of the Auction.

         1.8 SERVICE CHARGE TO BE PAID TO BD.

         On the Business Day next  succeeding  each  Auction  Date,  the Auction
Agent shall pay to BD from moneys received from the Fund an amount equal to: (a)
in the case of any Auction Date immediately  preceding a Dividend Period of less
than one year,  the  product of (i) a  fraction  the  numerator  of which is the
number of days in such Dividend Period  (calculated by counting the first day of
such Dividend  Period but excluding the last day thereof) and the denominator of
which is 360, times (ii) 1/4 of 1%, times (iii)  $25,000,  times (iv) the sum of
(A) the aggregate number of APS placed by BD in the applicable Auction that were
(x) the subject of a Submitted  Bid of a  Beneficial  Owner  submitted by BD and
continued  to be held as a result of such  submission  and (y) the  subject of a
Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased
as a result of such submission  plus (B) the aggregate  number of APS subject to
valid Hold Orders  (determined  in  accordance  with Section 2 of Part II of the
Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number
of APS deemed to be subject to Hold  Orders by  Beneficial  Owners  pursuant  to
Section 2 of Part II of the Articles  Supplementary that were acquired by BD for
its own account or were acquired by such  Beneficial  Owners through BD; and (b)
in the case of any Auction Date immediately  preceding a Special Dividend Period
of one year or longer,  that amount as mutually  agreed upon by the Fund and BD,
based on the selling  concession  that would be applicable to an underwriting of
fixed or  variable  rate  preferred  shares  with a similar  final  maturity  or
variable rate dividend  period,  at the  commencement  of such Special  Dividend
Period.

         For purposes of subclause (a)(iv)(C) of the foregoing sentence,  if any
Beneficial  Owner who acquired APS through BD transfers  those shares to another
Person other than pursuant to an Auction,  then the Broker-Dealer for the shares
so transferred shall continue to be BD, PROVIDED,  HOWEVER, that if the transfer
was effected by, or if the  transferee is, a  Broker-Dealer  other than BD, then
such Broker-Dealer shall be the Broker-Dealer for such shares.

XI.      THE AUCTION AGENT

         4.1. DUTIES AND RESPONSIBILITIES.

                  (a) The Auction Agent is acting solely as  nonfiduciary  agent
for the Fund hereunder and owes no fiduciary duties to any Person.

                                       5
<PAGE>

                  (b) The Auction  Agent  undertakes  to perform such duties and
only such duties as are set forth specifically in this Agreement, and no implied
covenants or  obligations  shall be read into the Agreement  against the Auction
Agent.

                  (c) In the absence of  negligence,  bad faith or misconduct on
its part,  the Auction Agent shall not be liable for any action taken,  suffered
or omitted by it or for any error of judgment made by it in the  performance  of
its duties under this Agreement.

                  (d) In no event shall the Auction Agent be liable for special,
punitive,  indirect  or  consequential  loss or  damage  of any kind  whatsoever
(including,  but not limited to, lost  profits),  even if the Auction  Agent has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

         4.2. RIGHTS OF THE AUCTION AGENT.

                  (a) The Auction Agent may conclusively rely upon, and shall be
fully  protected in acting or  refraining  from acting upon,  any  communication
authorized  hereby  and  any  proper  written  instruction,   notice,   request,
direction, consent, report, certificate,  share certificate or other instrument,
paper or document  reasonably  believed by it to be genuine.  The Auction  Agent
shall not be liable for acting or  refraining  from  acting  upon any  telephone
communication  authorized hereby which the Auction Agent reasonably  believes in
good faith,  after  reasonable  inquiry,  to have been given by the Fund or by a
Broker-Dealer.  The Auction Agent may record telephone  communications  with the
Fund or with the Broker-Dealers or with both.

                  (b) The Auction  Agent may consult with counsel of its choice,
and the advice of such  counsel  shall be full and  complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reasonable reliance thereon.

                  (c) The Auction Agent shall not be required to advance, expend
or risk its own  funds  or  otherwise  incur  or  become  exposed  to  financial
liability in the performance of its duties hereunder. The Auction Agent shall be
under no liability for interest on any money received by it hereunder  except as
otherwise agreed to in writing with the Fund.

                  (d) The Auction  Agent may perform its duties and exercise its
rights  hereunder  either  directly or by or through agents or attorneys and, in
the absence of willful  misconduct  or gross  negligence on the part of any such
agent or attorney,  shall not be responsible  for the conduct on the part of any
such agent or attorney appointed by it with due care.

                  (e) The  Auction  Agent  shall not be liable  for any error of
judgment  made in good faith  unless the Auction  Agent shall have been  grossly
negligent  in  ascertaining  (or  failing  to  ascertain)  the  pertinent  facts
necessary to make such  judgment.  In no event shall the Auction Agent be liable
for special,  indirect or  consequential  loss or damages of any kind whatsoever
(including,  but not limited to, loss of profits), even if the Auction Agent has
been advised of the  likelihood  of such loss or damages and  regardless  of the
form of action, except in the event of willful misconduct or gross negligence on
the part of the Auction Agent.

                  (f) The Auction  Agent shall not be required to and shall make
no representations and have no  responsibilities  as to the validity,  accuracy,
value or genuineness of any signatures or  endorsements,  other than its own and
those of its authorized officers.

                                       6
<PAGE>

                  (g) Whenever in the  administration  of the provisions of this
Agreement the Auction  Agent shall deem it necessary or desirable  that a matter
be proved or  established  prior to taking or  suffering  any action to be taken
hereunder,  such matter  (unless  other  evidence  in respect  thereof be herein
specifically  prescribed)  may,  in the  absence  of  negligence,  bad  faith or
misconduct on the part of the Auction Agent, be deemed to be conclusively proved
and  established  by a  certificate  signed by the Fund or a  Broker-Dealer  and
delivered  to the  Auction  Agent,  and  such  certificate,  in the  absence  of
negligence,  bad faith or misconduct on the part of the Auction Agent,  shall be
full  warrant to the Auction  Agent for any action  taken or omitted by it under
the provisions of this Agreement upon the faith thereof.

                  (h)  The  Auction  Agent  shall  not  be  bound  to  make  any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request, consent,  entitlement
order,  approval  or  other  paper  or  document  furnished  by  the  Fund  or a
Broker-Dealer,  except to the extent that such failure to  investigate  would be
deemed grossly negligent.

                  (i) Any corporation into which the Auction Agent may be merged
or converted or with which it may be consolidated,  or any corporation resulting
from any merger, conversion or consolidation to which the Auction Agent shall be
a party,  or any corporation  succeeding to the dealing and trading  business of
the Auction Agent shall be the successor of the Auction  Agent  hereunder,  with
the consent of the Fund and BD but without the  execution or filing of any paper
with any party hereto,  except where any instrument or transfer or assignment is
required  by law to effect  such  succession,  anything  herein to the  contrary
notwithstanding.

XII.     MISCELLANEOUS.

         1.9 TERMINATION.

         Any party may  terminate  this  Agreement  at any time upon five  days'
prior  written  notice  to the  other  party;  PROVIDED,  HOWEVER,  that  if the
Broker-Dealer is [                ], it may not terminate this Agreement without
first obtaining the prior written consent of the Fund to such termination, which
consent  shall  not be  withheld  unreasonably.  The  Auction  Agent is  without
discretion  to  terminate  this  Agreement  and will move to  terminate  it only
pursuant to written direction from the Fund. This Agreement shall  automatically
terminate upon the redemption of all outstanding APS or upon  termination of the
Auction Agent Agreement.

         1.10 FORCE MAJEURE.

         Neither party to this Agreement  shall be responsible or liable for any
failure or delay in the  performance  of its  obligations  under this  Agreement
arising out of or caused,  directly or indirectly,  by circumstances  beyond its
reasonable control,  including,  without limitation,  acts of God;  earthquakes;
fires;  floods;  wars;  civil  or  military  disturbances;   sabotage;  acts  of
terrorism;  epidemics; riots; interruptions,  loss or malfunctions or utilities;
computer  (hardware or  software)  or  communications  services  (provided  that
Auction  Agent  has not  been  grossly  negligent  with  respect  to  selection,
operation or maintenance of such utilities,  computer  (hardware or software) or
communications  service);  accidents;  labor disputes; acts of civil or military
authority or governmental  actions;  it being  understood that the parties shall
use  reasonable  efforts which are  consistent  with  accepted  practices in the
banking  industry  to  resume  performance  as soon  as  practicable  under  the
circumstances.

         1.11  PARTICIPANT  IN  SECURITIES  DEPOSITORY;  PAYMENT OF DIVIDENDS IN
SAME-DAY FUNDS.

                  (a) BD is, and shall remain for the term of this Agreement,  a
member of, or a participant  in, the  Securities  Depository (or an affiliate of
such a member or participant).

                                       7
<PAGE>

                  (b) BD  represents  that  it (or if BD does  not act as  Agent
Member,  one of its  affiliates)  shall make all  dividend  payments  on the APS
available in same-day funds on each Dividend  Payment Date to customers that use
BD (or its affiliate) as Agent Member.

         1.12 AGENT MEMBER.

         At the date hereof, BD is a participant of the Securities Depository.

         1.13 COMMUNICATIONS.

         Except  for (i)  communications  authorized  to be  made  by  telephone
pursuant to this Agreement or the Auction Procedures and (ii)  communications in
connection  with the  Auctions  (other  than those  expressly  required to be in
writing), all notices,  requests and other communications to any party hereunder
shall be in writing  (including  telecopy or similar writing) and shall be given
to such party at its address or telecopier number set forth below:

If to the Auction Agent,
addressed to:                The Bank of New York
                             Corporate Trust Administration
                             Attention: Dealing and Trading Group - Auction Desk
                             101 Barclay Street, Floor 7W
                             New York, New York  10286
                             Telephone No.: (212) 815-3450
                             Facsimile No.: (212) 815-3440 or (212) 815-3443
                             Email: bnyctauctionunit@bankofny.com
If to the BD,
addressed to:



                             Telephone No.:
                             Facsimile No.:

         or such other address or telecopier  number as such party hereafter may
         specify  for such  purpose  by  notice to the  other  party.  Each such
         notice,  request or communication  shall be effective when delivered at
         the address specified herein.  Communications  shall be given on behalf
         of BD by a BD  Officer  and  on  behalf  of  the  Auction  Agent  by an
         Authorized  Officer.  BD may record telephone  communications  with the
         Auction Agent.

         1.14 ENTIRE AGREEMENT.

         This  Agreement  contains  the entire  agreement  between  the  parties
relating to the subject matter hereof,  and there are no other  representations,
endorsements,  promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof.

         1.15 BENEFITS.

         Nothing  in this  Agreement,  express  or  implied,  shall  give to any
person,  other  than the Fund,  the  Auction  Agent and BD and their  respective
successors and permitted  assigns,  any benefit of any legal or equitable right,
remedy or claim under this Agreement.

                                       8
<PAGE>

         1.16 AMENDMENT; WAIVER.

                  (a) This  Agreement  shall not be deemed  or  construed  to be
         modified, amended, rescinded,  canceled or waived, in whole or in part,
         except  by  a   written   instrument   signed  by  a  duly   authorized
         representative of the party to be charged.

                  (b) Failure of either party to this  Agreement to exercise any
         right or remedy hereunder in the event of a breach of this Agreement by
         the other  party  shall not  constitute  a waiver of any such  right or
         remedy with respect to any subsequent breach.

         1.17 SUCCESSORS AND ASSIGNS.

         This Agreement  shall be binding upon,  inure to the benefit of, and be
enforceable  by, the respective  successors and permitted  assigns of each of BD
and the Auction Agent. This Agreement may not be assigned by either party hereto
absent the prior written consent of the other party and the Fund.

         1.18 SEVERABILITY.

         If any clause,  provision or section of this  Agreement  shall be ruled
invalid or unenforceable by any court of competent jurisdiction,  the invalidity
or  unenforceability  of such clause,  provision or section shall not affect any
remaining clause, provision or section hereof.

         1.19 EXECUTION IN COUNTERPARTS.

         This Agreement may be executed in several  counterparts,  each of which
shall be an  original  and all of which  shall  constitute  but one and the same
instrument.

         1.20 GOVERNING LAW.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the  State  of New  York  applicable  to  agreements  made and to be
performed wholly in said state.

         1.21 JURISDICTION.

         The parties agree that all actions and proceedings  arising out of this
Broker-Dealer Agreement or any of the transactions  contemplated hereby shall be
brought in the County of New York,  and, in  connection  with any such action or
proceeding,  submit to the jurisdiction  of, and venue in, such County.  Each of
the  parties  hereto also  irrevocably  waives all right to trial by jury in any
action,  proceeding  or  counterclaim  arising  out  of  this  Agreement  or the
transactions contemplated hereby.


                            [SIGNATURE PAGES FOLLOW]


                                       9
<PAGE>

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

                                         THE BANK OF NEW YORK, As Auction Agent


                                         By:
                                              ---------------------------------
                                              Name:
                                              Title:

                                         [Name of Broker-Dealer]


                                         By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                       10
<PAGE>

                                    EXHIBIT A

                              THE BANK OF NEW YORK
                                AUCTION BID FORM

<TABLE>
<CAPTION>
Submit To:                                                     Issue:
---------                                                      -----
<S>                                                            <C>
The Bank of New York                                           DNP SELECT INCOME FUND INC.
Corporate Trust Administration                                 Auction Preferred Stock ("APS")
Attention: Dealing and Trading Group-Auction Desk
101 Barclay Street, Floor 7W
New York, New York  10286
Telephone No.: (212) 815-3450

Facsimile No.: (212) 815-3440 or (212) 815-3443

The  undersigned  Broker-Dealer  submits  the  following  Order on behalf of the
Bidder listed below:

Name of Bidder:
               --------------------------------------




                                BENEFICIAL OWNER

APS now held                                                   HOLD
             -------------------                                    ---------------------------
                                                               BID at rate of
                                                                              -----------------
Series                                                         SELL
       -----------                                                  ---------------------------
</TABLE>



                           POTENTIAL BENEFICIAL OWNER

                                                 # of Series ___ APS ___________
                                                 BID at rate of __________




         Notes:

         (1)      If submitting more than one Bid for one Bidder, use additional
                  Auction Bid Forms.

         (2)      If one or more Bids  covering in the  aggregate  more than the
                  number of outstanding  shares held by any Beneficial Owner are
                  submitted,  such bid shall be considered valid in the order of
                  priority  set  forth in the  Auction  Procedures  on the above
                  issue.

         (3)      A Hold or Sell Order may be placed only by a Beneficial  Owner
                  covering  a number of shares  not  greater  than the number of
                  shares currently held.

         (4)      Potential  Beneficial Owners may make only Bids, each of which
                  must  specify  a rate.  If more than one Bid is  submitted  on
                  behalf of any Potential  Beneficial  Owner, each Bid submitted
                  shall be a separate Bid with the rate specified.


                                       A-1
<PAGE>

         (5)      Bids may  contain no more than  three  figures to the right of
                  the  decimal  point  (.001  of  1%).  Fractions  will  not  be
                  accepted.

         (6)      An Order  must be  submitted  in whole  shares  of APS with an
                  aggregate liquidation preference of $25,000.





         [Name of Broker-Dealer]


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

         Authorized Signature
                             --------------------------------




                                       A-2

<PAGE>

                                    EXHIBIT B

         (Note:  To be used only for  transfers  made other than  pursuant to an
         Auction)

                                  TRANSFER FORM

         Re:    DNP SELECT INCOME FUND INC.
                Auction Preferred Stock ("APS")

We are (check one):

         [ ] the Existing Holder named below;

         [ ] the Broker-Dealer for such Existing Holder; or

         [ ] the Agent Member for such Existing Holder.

         We  hereby  notify  you that  such  Beneficial  Owner  has  transferred
____________ Series ___ APS to __________________________________________





                                                --------------------------------
                                                (Name of Existing Holder)


                                                --------------------------------
                                                (Name of Broker-Dealer)


                                                --------------------------------
                                                (Name of Agent Member)



By:
     ------------------------------------
     Printed                                                               Name:
     Title:


                                       B-1

<PAGE>

                                    EXHIBIT C

          (Note: To be used only for failures to deliver or to pay for
                        APS sold pursuant to an Auction)

                         NOTICE OF A FAILURE TO DELIVER

         We are a Broker-Dealer for  _______________________  (the "Purchaser"),
which purchased  _________  Series ___ APS of DNP SELECT INCOME FUND INC. in the
Auction held on ____________________ from the seller of such shares.

         We hereby notify you that (check one):

______ the Seller failed to deliver such shares to the Purchaser.

______ the Purchaser  failed to make payment to the Seller upon delivery of such
shares.


                                         Name:
                                               ---------------------------------
                                               [Name of Broker-Dealer]


                                         By:
                                               ---------------------------------
                                               Printed Name:
                                               Title:



                                       C-1

</TEXT>
</DOCUMENT>
