POS AMI

As filed with the Securities and Exchange Commission on April 27, 2007

Investment Company Act file no. 811-4915

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-2
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 54	[X]

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DNP Select Income Fund Inc.
(Exact name of registrant as specified in charter)

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55 East Monroe Street, Suite 3600
Chicago, Illinois  60603
(Address of principal executive offices)
Registrant's telephone number: 312/368-5510

Nathan I. Partain	John R. Sagan, Esq.
DNP Select Income Fund Inc.	Mayer, Brown, Rowe & Maw LLP
55 East Monroe Street, Suite 3600	71 South Wacker Drive
Chicago, Illinois 60603	Chicago, Illinois  60606

(Names and addresses of agents for service)

It is proposed that this filing will become effective:
                [X] immediately upon filing.

[  ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PART A:  INFORMATION REQUIRED IN A PROSPECTUS

Item 1.    Outside Front Cover

                Not applicable.

Item 2.    Cover Pages; Other Offering Information

                Not applicable.

Item 3.    Fee Table and Synopsis

                1.

Shareholder Transaction Expenses
	Sales Load (as a percentage of offering price)	N/A
	Dividend Reinvestment and Cash Purchase Plan Fees	(1)
Annual Expenses (as a percentage of net assets attributable to common shares)
	Management Fees	0.77%
	Interest Payments on Remarketed Preferred Stock	0.91%
	Other Expenses	0.43%
	Total Annual Expenses	2.11%
	Distributions on Auction Preferred Stock	1.12%
	Total Annual Expenses and Distributions on Auction Preferred Stock	3.23%

	Example (2)	1 year	2 years	5 years	10 years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return		$33	$66	$169	$353

(1)	Shareholders that reinvest dividends and/or capital gains distributions will be charged only brokerage fees in the event that shares are purchased in the open market. Investors investing cash in addition to any cash dividends reinvested will be charged brokerage commissions plus a service fee of $2.50 per transaction. See Item 10.1(d).
(2)	This Example should not be considered a representation of future expenses, and actual expenses may be greater or lesser than those shown.

The purpose of the foregoing table is to assist an investor in understanding the costs and expenses that an investor will bear directly or indirectly, and the information contained therein is not necessarily indicative of future performance. "Other Expenses" are based on estimated amounts for the current fiscal year.  "Interest Payments on Remarketed Preferred Stock"  are included in the total annual expenses of the Fund.  "Distributions on Auction Preferred Stock" are not included in the total annual expenses of the Fund but are shown separately as a percentage of net assets attributable to common shares and are included in the calculation of the expenses an investor would bear over the time periods shown in the example above. For a more detailed description of management fees paid by the Fund, see Item 9.1(b) and (d).

2.          Not applicable.

3.          Not applicable.

Item 4.     Financial Highlights

Not applicable.

Item 5.     Plan of Distribution

Not applicable.

Item 6.     Selling Shareholders

Not applicable.

Item 7.     Use of Proceeds

Not applicable.

Item 8.     General Description of the Registrant

1.	General
	(a)           The Registrant, DNP Select Income Fund Inc. (the "Fund"), is a corporation organized under the laws of the State of Maryland on November 26, 1986.
	(b)           The Fund is a diversified closed-end investment company.
2.	Investment Objectives and Policies

                Investment objectives

                The Fund's primary investment objectives are current income and long-term growth of income. Capital appreciation is a secondary objective.

                Principal investment strategies

                The Fund seeks to achieve its investment objectives by investing primarily in a diversified portfolio of equity and fixed income securities of companies in the public utilities industry. Under normal conditions, more than 65% of the Fund's total assets will be invested in securities of public utility companies engaged in the production, transmission or distribution of electric energy, gas or telephone services. The Fund's investment objectives stated in the preceding paragraph and its policy of concentrating its investments in the utilities industry are fundamental policies and may not be changed without the approval of the holders of a "majority" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the outstanding shares of the common stock and the preferred stock voting together as one class, which means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares.

                Fundamental investment restrictions

                The following are fundamental investment restrictions of the Fund that may be changed only with approval of the holders of a "majority" (as defined in the 1940 Act) of the outstanding shares of the common stock and the preferred stock voting together as one class:

1.        The Fund may not invest more than 25% of its total assets (valued at the time of investment) in securities of companies engaged principally in any one industry other than the utilities industry, which includes companies engaged in the production, transmission or distribution of electric energy or gas or in telephone services, except that this restriction does not apply to securities issued or guaranteed by the United States Government or its agencies or instrumentalities. 

2.        The Fund may not:

(a)          invest more than 5% of its total assets (valued at the time of the investment) in the securities of any one issuer, except that this restriction does not apply to United States Government securities; or

(b)          acquire more than 10% of the outstanding voting securities of any one issuer (at the time of acquisition);

except that up to 25% of the Fund's total assets (at the time of investment) may be invested without regard to the limitations set forth in this restriction.

3.        The Fund may borrow money on a secured or unsecured basis for any purpose of the Fund in an aggregate amount not exceeding 15% of the value of the Fund's total assets at the time of any such borrowing (exclusive of all obligations on amounts held as collateral for securities loaned to other persons to the extent that such obligations are secured by assets of at least equivalent value).

4.        The Fund may not pledge, mortgage or hypothecate its assets, except to secure indebtedness permitted by restriction 3 above. (The deposit in escrow of securities in connection with the writing of put and call options, collateralized loans of securities and collateral arrangements with respect to margin requirements for futures transactions and with respect to segregation of securities in connection with forward contracts are not deemed to be pledges or hypothecations for this purpose.)

5.        The Fund may make loans of securities to other persons to the extent of not more than 33 1/3% of its total assets (valued at the time of the making of loans), and may invest without limitation in short-term obligations and publicly distributed obligations.

6.        The Fund may not underwrite the distribution of securities of other issuers, although it may acquire securities that, in the event of a resale, might be required to be registered under the Securities Act of 1933, as amended, because the Fund could be regarded as an underwriter as defined in that act with respect to the resale.

7.        The Fund may not purchase or sell real estate or any interest therein, except that the Fund may invest in securities secured by real estate or interests therein, such as mortgage pass-throughs, pay-throughs, collateralized mortgage obligations, and securities issued by companies (including partnerships and real estate investment trusts) that invest in real estate or interests therein.

8.        The Fund may acquire securities of other investment companies to the extent (at the acquisition) of (i) not more than 3% of the outstanding voting stock of any one investment company, (ii) not more than 5% of the assets of the Fund in any one investment company and (iii) not more than 10% of the assets of the Fund in all investment companies (exclusive in each case of securities received as a dividend or as a result of a merger, consolidation or other plan of reorganization).

9.        The Fund may not invest for the purpose of exercising control over or management of any company.

10.      The Fund may not purchase securities on margin, or make short sales of securities, except the use of short-term credit necessary for the clearance of purchases and sales of portfolio securities, but it may make margin deposits in connection with transactions in options, futures and options on futures.

11.      The Fund may not purchase or sell commodities or commodity contracts, except that it may enter into (i) stock index futures transactions, interest rate futures transactions and options on such future transactions and (ii) forward contracts on foreign currencies to the extent permitted by applicable law.  

             12.      The Fund may not issue any security senior to its common stock, except that the Fund may borrow money subject to investment restriction 3 and except as permitted by the Fund's charter.

                 For purposes of the twelfth investment restriction, no amendment to the Fund's charter that would alter or amend the Fund's authority to issue senior securities will be effective unless such amendment is approved by the holders of a "majority" (as defined in the 1940 Act) of the outstanding shares of the Fund's common stock and preferred stock voting together as a single class.

                 If a percentage restriction set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changes in value or in the number of outstanding securities of an issuer will not be considered a violation.

                Other Significant Investment Policies

                Fixed Income Securities. The Fund purchases a fixed income security only if, at the time of purchase, it is (i) rated investment grade by at least two of the following three nationally recognized statistical rating organizations: Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), and Fitch, Inc. ("Fitch") or (ii) determined by the Fund's investment adviser to be of investment grade and not rated below investment grade by any of the aforementioned rating services. A fixed income security rated investment grade has a rating of BBB- or better by Fitch, Baa3 or better by Moody's, or BBB- or better by S&P. In making its determination that a fixed income security is investment grade, the Fund's investment adviser will use the standards used by a nationally recognized statistical rating organization.

                Leverage. The Fund is authorized to borrow money in amounts of up to 15% of the value of its total assets at the time of such borrowings. However, for so long as the Fund's preferred stock is rated by S&P, the Fund will limit the aggregate amount of its borrowings to 10% of the value of its total assets and will not incur any borrowings, unless advised by S&P that such borrowings would not adversely affect S&P's then-current rating of the preferred stock.

                Lending of Portfolio Securities. In order to generate additional income, the Fund may from time to time lend securities from its portfolio, with a value not in excess of 33 1/3% of its total assets, to brokers, dealers and financial institutions such as banks and trust companies for which it will receive collateral in cash, United States Government securities or an irrevocable letter of credit that will be maintained in an amount equal to at least 100% of the current market value of the loaned securities.

                Rating Agency Guidelines. The Fund's preferred stock is currently rated by Moody's and S&P, nationally recognized statistical rating organizations, which issue ratings for various securities reflecting the perceived creditworthiness of those securities. The Fund intends that, so long as shares of its preferred stock are outstanding, the composition of its portfolio will reflect guidelines established by the foregoing rating organizations in connection with the Fund's receipt of the highest rating for its preferred stock from at least two of such rating organizations.

                Options and Futures Transactions. The Fund may seek to increase its current return by writing covered options. In addition, through the writing and purchase of options and the purchase and sale of futures contracts and related options, the Fund may at times seek to hedge against a decline in the value of securities owned by it or an increase in the price of securities which it plans to purchase. However, for so long as shares of the Fund's preferred stock are rated either by Moody's or S&P, the Fund will not purchase or sell futures contracts or related options or engage in other hedging transactions unless Moody's or S&P, as the case may be, advises the Fund that such action or actions will not adversely affect its then-current rating of the Fund's preferred stock.

                Swap and Swaption Transactions. The Fund may utilize interest rate and credit swaps and swaptions, subject to the following restrictions: (i) swaps and swaptions must be U.S. dollar denominated and used for hedging purposes only; (ii) no more than 5% of the Fund's total assets, at the time of purchase, may be invested in time premiums paid for swaptions; (iii) the terms of all swaps and swaptions must conform to the standards of the ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc.; and (iv) the counterparty must be a bank or broker-dealer firm regulated under the laws of the United States that is (A) on a list approved by the board of directors, (B) with capital of at least $100 million and (C) rated investment grade by both S&P and Moody's.

                Credit Derivatives. The market value of the Fund's investments in credit derivatives and/or premiums paid therefor as a buyer of credit protection will not exceed 10% of the Fund's total assets and the notional value of the credit exposure to which the Fund is subject when it sells credit derivatives sold by the Fund will not exceed 33 1/3% of the Fund's total assets.

                 Foreign Securities.  The Fund may not invest in securities issued by public utilities located outside the United States, if, as a result of such investment, 20% or more of the Fund's total assets would be invested in such securities.

                 Temporary Investments. For temporary defensive purposes, the Fund may be invested primarily in money market securities. These securities include securities issued or guaranteed by the United States Government and its agencies and instrumentalities, commercial paper and certificates of deposit. To the extent that the Fund engages in such defensive investments, it may not achieve its investment objectives.

                 Nonfundamental Restrictions. The Fund may not (i) invest in securities subject to legal or contractual restrictions on resale, if, as a result of such investment, more than 10% of the Fund's total assets would be invested in such securities, or (ii) acquire 5% or more of the outstanding voting securities of a public utility company.

                 Each of the policies and restrictions described above may be changed by the board of directors without the approval of the Fund's shareholders. If a percentage restriction set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changes in value or in the number of outstanding securities of an issuer will not be considered a violation.

3.   Risk Factors

Leverage Risk. The Fund's leveraged capital structure creates special risks not associated with unleveraged funds having similar investment objectives and policies. These include the possibility of higher volatility of the Fund's net asset value and the asset coverage of the Fund's preferred stock. This means that if there is a net decrease in the value of the Fund's investment portfolio, the use of leverage will likely cause a greater decrease in the net asset value per common share and the market value per common share than if the Fund were not leveraged.

As of December 31, 2006, the Fund had no outstanding indebtedness and had five series of remarketed preferred stock and five series of auction preferred stock with an aggregate liquidation preference of $1 billion. The dividend rate on each series of remarketed preferred stock is reset every 49 days through a remarketing procedure and the dividend rate on each series of auction preferred stock is reset every seven days through an auction process. As of April 13, 2007, the dividend rate on the five series of remarketed preferred stock averaged 4.22% and the interest rate on the five series of auction preferred stock averaged 5.24%. The Fund must experience an annual return of 1.41% on its portfolio in order to cover annual dividend payments on the Fund's preferred stock.

Fluctuations in dividend rates on the preferred stock and interest rates on the Fund's indebtedness, if any, will affect the dividend to holders of common stock. Holders of the common stock receive all net income from the Fund remaining after payment of dividends on the preferred stock and interest on the Fund's indebtedness, if any, and generally are entitled to a pro rata share of net realized capital gains, if any.

Upon any liquidation of the Fund, the holders of shares of preferred stock will be entitled to liquidating distributions (equal to $100,000 per share of remarketed preferred stock and $25,000 per share of auction preferred stock plus any accumulated and unpaid dividends thereon) and the holders of the Fund's indebtedness, if any, will be entitled to receive repayment of outstanding principal plus accumulated and unpaid interest thereon before any distribution is made to holders of common stock.

The leverage obtained through the issuance of the preferred stock has provided holders of common stock with a higher dividend than such holders would have otherwise received. However, there can be no assurance that the Fund will be able to continue to realize such a higher net return on its investment portfolio. Changes in certain factors could cause the relationship between the dividends paid on the preferred stock and interest paid on the Fund's indebtedness, if any, to increase relative to the dividend and interest rates on the portfolio securities in which the Fund may be invested. Under such conditions the benefit of leverage to holders of common stock will be reduced and the Fund's leveraged capital structure could result in a lower rate of return to holders of common stock than if the Fund were not leveraged. The Fund is required by the 1940 Act to maintain an asset coverage of 200% on outstanding preferred stock. Although the Fund currently has no outstanding indebtedness, the Fund would be required to maintain an asset coverage of 300% on any future outstanding indebtedness. If the asset coverage declines below those levels (as a result of market fluctuations or otherwise), the Fund may be required to sell a portion of its investments at a time when it may be disadvantageous to do so.

The following table illustrates the effects of leverage on a return to common stockholders. The figures appearing in the table are hypothetical and actual returns may be greater or less than those appearing in the table.

Assumed annual return on portfolio (net of expenses)	-10.00%	-5.00%	0.00%	5.00%	10.00%
Corresponding annual return to common stockholder	-14.40%	-7.82%	-1.25	5.33%	11.90%

Investment And Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount invested. An investment in the Fund represents an indirect investment in the securities owned by the Fund, which are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably.
Income Risk. The income that holders of preferred stock and common stock receive from the Fund is based primarily on the dividends and interest the Fund earns from its investments, which can vary widely over the short and long term. If prevailing market interest rates drop, distribution rates of the Fund's preferred stock holdings and any bond holdings and preferred and common shareholders' income from the Fund could drop as well. The Fund's income also would likely be affected adversely when prevailing short-term interest rates increase and the Fund is utilizing leverage.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Fund's investment adviser, Duff & Phelps Investment Management Co. (the "Adviser"), and the individual portfolio managers apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.
Utilities Industry Risk. The Fund invests a significant portion of its assets in securities of issuers in the public utilities industry. This may make the Fund more susceptible to adverse economic, political or regulatory occurrences affecting this industry. As concentration in an industry increases, so does the potential for fluctuation in the net asset value of the Fund's assets.
Certain segments of the public utilities industry and individual companies within such segments may not perform as well as the industry as a whole. The public utilities industry historically has been subject to risks of increases in fuel, purchased power and other operating costs, high interest costs on borrowings needed for capital improvement programs and costs associated with compliance with and changes in environmental and other governmental regulations. Telecommunications companies in particular have been subject to risks associated with increasing levels of competition, technology substitution (i.e. wireless, broadband and voice over Internet protocol, or VoIP), industry overcapacity, consolidation and regulatory uncertainty.
Investments in Securities of Foreign Issuers. Although the Fund is prohibited from investing 20% or more of its assets in securities of foreign issuers, the Fund may be exposed to certain risks as a result of foreign investments. When the Fund invests in securities of foreign issuers, it is subject to risks not typically associated with investing in securities of U.S. companies. These risks can include currency devaluations and other fluctuations in foreign currencies, foreign currency exchange controls, greater price volatility, substantially less liquidity and significantly smaller market capitalization of securities markets, more substantial government involvement in the economy, higher rates of inflation, differences in securities regulation and trading, political uncertainty and other risks.
In addition, accounting, auditing and financial reporting standards in foreign countries are different from U.S. standards. As a result, certain material disclosures may not be made and less information may be available to the Fund and other investors than would be the case if the Fund's investments were restricted to securities of U.S. issuers. Moreover, it may be more difficult to obtain a judgment in a court outside the United States. Interest and dividends paid on securities held by the Fund and gains from the disposition of such securities may be subject to withholding taxes imposed by foreign countries.
Common Stock Risk. The Fund has substantial exposure to common stocks. Although common stocks have historically generated higher average returns than fixed-income securities over the long-term, common stocks also have experienced significantly more volatility in returns. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, the price of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for many reasons, including changes in investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuer occur. In addition, common stock prices may be sensitive to rising interest rates, as the costs of capital rise and borrowing costs increase.
Small and Mid Cap Stock Risk. The Fund may invest in companies of any market capitalization. The Fund's investments in small and medium-sized companies may be subject to more abrupt or erratic movements in price than its investments in larger, more established companies because the securities of such companies are less well-known, held primarily by insiders or institutional investors or may trade less frequently and in lower volume. Furthermore, small and medium-sized companies are more likely to experience greater or more unexpected changes in their earnings and growth prospects. Such companies often have limited financial resources or may depend on a few key employees, and the products or technologies of such companies may be at a relatively early stage of development or not fully tested.
Preferred Stock Risk. The Fund may invest in, and thus may have exposure to, preferred stocks. Preferred stocks involve credit risk, which is the risk that a preferred stock will decline in price, or fail to pay dividends when expected, because the issuer experiences a decline in its financial status. In addition to credit risk, investment in preferred stocks involves certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of "non-cumulative" preferred stocks) or defer distributions (in the case of "cumulative" preferred stocks). If the Fund owns a preferred stock that is deferring its distributions, the Fund may be required to report income for tax purposes while it is not receiving income on this position. Preferred stocks often contain provisions that allow for redemption in the event of certain tax or legal changes or at the issuers' call. In the event of redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred stocks typically do not provide any voting rights, except in cases when dividends are in arrears beyond a certain time period, which varies by issue. Preferred stocks are subordinated to bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and liquidation payments, and therefore are subject to greater credit risk than those debt instruments. Preferred stocks may be significantly less liquid than many other securities, such as U.S. government securities, corporate debt or common stock.
Issuer Risk. The value of common and preferred stocks may decline for a number of reasons which directly relate to the issuer, such as management performance, leverage and reduced demand for the issuer's goods and services.
Debt Securities Risk. In addition to credit risk, investment in debt securities carries certain risks, including:
	Redemption Risk -- Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return.
	Limited Voting Rights -- Debt securities typically do not provide any voting rights, except in cases when interest payments have not been made and the issuer is in default.
	Liquidity -- Certain debt securities may be substantially less liquid than many other securities, such as U.S. government securities or common stocks.
Credit Risk. Credit risk is the risk that an issuer of a preferred or debt security will become unable to meet its obligation to make dividend, interest and principal payments. In general, lower rated preferred or debt securities carry a greater degree of credit risk. If rating agencies lower their ratings of preferred or debt securities in the Fund's portfolio, the value of those obligations could decline, which could jeopardize the rating agencies' ratings of the preferred stock issued by the Fund. In addition, the underlying revenue source for a preferred or debt security may be insufficient to pay dividends, interest or principal in a timely manner. Because a primary source of income for the Fund is the dividend, interest and principal payments on the preferred or debt securities in which it invests, any default by an issuer of a preferred or debt security could have a negative impact on the Fund's ability to pay dividends to its investors. Even if the issuer does not actually default, adverse changes in the issuer's financial condition may negatively affect its credit rating or presumed creditworthiness. These developments would adversely affect the market value of the issuer's obligations or the value of credit derivatives if the Fund has sold credit protection.
Hedging Strategy Risk. Certain of the investment techniques that the Fund may employ for hedging or, under certain circumstances, to increase income or total return, will expose the Fund to risks. Such investment techniques may include entering into interest rate and stock index futures contracts and options on interest rate and stock index futures contracts, purchasing and selling put and call options on securities and stock indices, purchasing and selling securities on a when-issued or delayed delivery basis and lending portfolio securities. The Fund intends to comply with regulations of the Securities and Exchange Commission (the "SEC") involving "covering" or segregating assets in connection with the Fund's use of options and futures contracts.
There are economic costs of hedging reflected in the pricing of futures, swaps, options and contracts related to options on positions in interest rate swaps which can be significant, particularly when long-term interest rates are substantially above short-term interest rates. There may be an imperfect correlation between changes in the value of the Fund's portfolio holdings and hedging positions entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, the Fund's success in using hedge instruments is subject to the Adviser's ability to predict correctly changes in the relationships of such hedge instruments to the Fund's portfolio holdings, and there can be no assurance that the Adviser's judgment in this respect will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance for the Fund, whether or not adjusted for risk, than if the Fund had not hedged its portfolio holdings.
Derivatives Risk. To the extent the Fund enters into derivatives transactions (such as futures contracts and options thereon, options and swaps), the Fund will be subject to increased risk of principal loss due to imperfect correlation or unexpected price or interest rate movements. The Fund also will be subject to credit risk with respect to the counterparties to the derivatives contracts purchased by the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. As a general matter, dividends received on hedged stock positions are characterized as ordinary income and are not eligible for favorable tax treatment. In addition, use of derivatives may give rise to short-term capital gains and other income that would not qualify for payments by the Fund of qualified dividends.
Dividend Capture Risk. The Fund may seek to increase its dividend income using a strategy called "dividend capture." In a dividend capture trade, the Fund purchases stock of a particular issuer on or prior to the ex-dividend date for that stock. Because the Fund is the holder of the stock on the ex-dividend date, it is entitled to receive the dividend on the stock. After the ex-dividend date, the Fund seeks an opportunity to sell the stock and reinvest the proceeds in the stock of a different issuer on or prior to that stock's ex-dividend date. The use of dividend capture strategies exposes the Fund to increased trading costs and the potential for capital loss. Since 2004, the Fund has not made significant use of dividend captures but may decide to do so in the future.
Portfolio Turnover Risk. The techniques and strategies contemplated by the Fund might result in a high degree of portfolio turnover. The Fund cannot accurately predict its securities portfolio turnover rate, but anticipates that its annual portfolio turnover rate will not exceed 100% (excluding turnover of securities having a maturity of one year or less) under normal market conditions, although it could be materially higher under certain conditions. A high turnover rate (100% or more) necessarily involves greater expenses to the Fund and may result in realization of net short-term capital gains.
Inflation Risk. Inflation risk is the risk that the purchasing power of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund's preferred stock and common stock, and distributions thereon, can decline. In addition, during any periods of rising inflation, dividend rates of preferred stock issued by the Fund would likely increase, which would tend to further reduce returns to the Fund's common shareholders.
Tax Risk. The Fund's investment program and the tax treatment of Fund distributions may be affected by Internal Revenue Service interpretations of the Internal Revenue Code of 1986, as amended (the "IRC"), and future changes in tax laws and regulations, including changes as a result of the "sunset" provisions that currently apply to the favorable tax treatment of certain qualified dividends. There can be no assurance that any portion of the Fund's income distributions will not be fully taxable as ordinary income. Additionally, in order for the Fund to avoid corporate-level income tax, the Fund must qualify each year as a regulated investment company under the IRC and distribute all of its net income. See Items 10.4 and 23.
Market Disruption Risk. The war with Iraq and the continuing presence in that country of coalition forces have had a substantial impact on the U.S. and world economies and securities markets. The duration and nature of the war and occupation and the potential costs of rebuilding the Iraqi infrastructure and political systems cannot be predicted with any certainty. The war and occupation, terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Those events could also have an acute effect on individual issuers or related groups of issuers. These risks could also adversely affect securities markets, interest rates, auctions, secondary trading, ratings, credit risk, inflation, deflation and other factors relating to the Fund's stock.
Anti-Takeover Provisions. Certain provisions of the Fund's charter and bylaws may be regarded as "anti-takeover" provisions because they could have the effect of limiting the ability of other entities or persons to acquire control of the Fund. See Item 10.1(f).

                4.             Other Policies

                None.

                5.             Share Price Data

                The Fund's common stock has been listed on the New York Stock Exchange since January 21, 1987 (trading symbol DNP). Since the commencement of trading, the Fund's common stock has most frequently traded at a premium to net asset value, but has periodically traded at a slight discount. The following table shows the range of the market prices of the Fund's common stock, net asset value of the Fund's shares corresponding to such high and low prices and the premium to net asset value presented by such high and low prices:

Quarter Ended		Market Price		Net Asset Value at		Market Premium (Discount) to Net Asset Value at
		High	Low	Market High	Market Low	Market High	Market Low
2007	March 31	$11.31	$10.65	$10.38	$9.89	8.96%	7.68%
2006	December 31	11.04	10.43	9.68	9.55	14.05%	9.21%
	September 30	10.90	10.18	9.14	8.55	19.26%	19.06%
	June 30	10.52	9.74	8.54	8.33	23.19%	16.93%
	March 31	11.13	10.30	8.62	8.51	29.12%	21.03%
2005	December 31	11.70	10.18	8.80	8.46	32.95%	20.33%
	September 30	11.80	11.19	9.18	9.08	28.54%	23.24%
	June 30	11.80	10.66	9.06	8.54	30.24%	24.82%
	March 31	11.93	10.24	8.65	8.65	37.92%	18.38%

On April 13, 2007, the net asset value was $10.53, trading prices ranged between $11.37 and $11.29 (representing a premium to net asset value of 7.98% and 7.22%, respectively) and the closing price was $11.34 (representing a premium to net asset value of 7.69%).

                6.            Business Development Companies

                Not applicable.

Item 9. Management

1.	General
	(a)        Board of Directors
	The business and affairs of the Fund are managed under the direction of the board of directors.
	(b)        Investment Adviser
	The Fund's investment adviser is Duff & Phelps Investment Management Co., 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603. The Adviser (together with its predecessor) has been in the investment advisory business for more than 70 years and, as of December 31, 2006, had approximately $7.7 billion in client accounts under discretionary management. The Adviser acts as adviser to two other closed-end investment companies registered under the 1940 Act and to three open-end investment companies registered under the 1940 Act. The Adviser is a wholly owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP"), which is an indirect, wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX"), a life insurance holding company whose securities are listed on the New York Stock Exchange. Prior to May 11, 1998, PXP was known as Phoenix Duff & Phelps Corporation. PXP, through its subsidiaries, provides investment management, investment research, financial consulting and investment banking services.
	The Adviser is responsible for the management of the Fund's investment portfolio, subject to the overall control of the board of directors of the Fund.
	Under the terms of an investment advisory agreement between the Fund and the Adviser (the "Advisory Agreement"), the Adviser receives from the Fund a quarterly fee at an annual rate of .60% of the average weekly net asset value of the Fund up to $1.5 billion and .50% of average weekly net assets in excess of $1.5 billion. The net assets for each weekly period are determined by averaging the net assets at the end of a week with the net assets at the end of the prior week. For purposes of the foregoing calculation, "net assets" are defined as the sum of (i) the aggregate net asset value of the Fund's common stock, (ii) the aggregate liquidation preference of the Fund's preferred stock and (iii) the aggregate proceeds to the Fund of any commercial paper issued by the Fund. A discussion regarding the basis for the board of directors' approving the Advisory Agreement is available in the Fund's Semi-Annual Report to Shareholders for the six months ended June 30, 2006 as filed with the SEC on Form N-CSR on August 28, 2006 (No. 811-4915).
	Under the terms of a service agreement among the Adviser, PXP and the Fund (the "Service Agreement"), PXP makes available to the Adviser the services, on a part-time basis, of its employees and various facilities to enable the Adviser to perform certain of its obligations to the Fund. However, the obligation of performance under the Advisory Agreement is solely that of the Adviser, for which PXP assumes no responsibility, except as described in the preceding sentence. The Adviser reimburses PXP for any costs, direct or indirect, fairly attributable to the services performed and the facilities provided by PXP under the Service Agreement. The Fund does not pay any fees pursuant to the Service Agreement.
	(c) Portfolio Management
	A team of investment professionals employed by the Adviser is responsible for the day-to-day management of the Fund's portfolio. The members of that investment team and their respective areas of responsibility and expertise are as follows:
	Nathan I. Partain, CFA, has led the Fund's portfolio management team since 1998 and has served on the Fund's portfolio management team since 1996. He has been President, Chief Executive Officer and Chief Investment Officer of the Fund since February 2001 (Executive Vice President and Chief Investment Officer from 1998 to 2001). Mr. Partain has been President and Chief Investment Officer of the Adviser since April 2005 (Executive Vice President from 1997 to 2005), President and Chief Executive Officer of DTF Tax-Free Income Inc. ("DTF") and Duff & Phelps Utility and Corporate Bond Trust Inc., two other closed-end utilities oriented funds ("DUC"), since February 2004, and lead portfolio manager of Phoenix Global Utilities Fund, an open-end utilities oriented fund, since October 2004. He joined the Duff & Phelps organization in 1987 and has served since then in positions of increasing responsibility. He is also a director of Otter Tail Corporation (since 1993).
	T. Brooks Beittel, CFA has served on the Fund's portfolio management team and has been Secretary and a Senior Vice President of the Fund since January 1995 (Treasurer from January 1995 to September 2002). He is also a member of the portfolio management teams of DUC and Phoenix Global Utilities Fund and has been Secretary of DTF and DUC since May 2005. Mr. Beittel concentrates his research on fixed-income securities. He joined the Duff & Phelps organization in 1986 and has served since then in positions of increasing responsibility.
	Michael Schatt has served on the Fund's portfolio management team since 1996 and has been a Senior Vice President of the Fund since April 1998 (Vice President from January 1997 to April 1998). Mr. Schatt has been a Senior Vice President of the Adviser since January 1997 and was a Managing Director of PXP from 1994 to 1996. Mr. Schatt concentrates his research on REIT securities and is the senior portfolio manager for all REIT products managed by the Adviser. These products include the Phoenix-Duff & Phelps Real Estate Securities Fund (PHRAX), the Phoenix-Duff & Phelps Real Estate Securities Series sub-account of the Phoenix Edge Series annuity products, and various separate accounts. Before joining the Duff & Phelps organization in 1994, Mr. Schatt spent four years as a director of the Real Estate Advisory Practice for Coopers & Lybrand, LLC, advising foreign pension funds on the acquisition and disposition of U.S. real estate assets and assisting clients in evaluating public real estate investments as an alternative to private real estate investments. Prior to joining Coopers & Lybrand, he had 10 years' experience in real estate finance.
	Deborah A. Jansen, CFA, has served on the Fund's portfolio management team and has been a Senior Vice President of the Adviser since January 2001. She is also a member of the portfolio management team of Phoenix Global Utilities Fund. Ms. Jansen concentrates her research on the global electric and natural gas industries. Prior to joining the Adviser in 2001, Ms. Jansen was a Senior Vice President, Principal and Equity Portfolio Manager at Stein Roe and Farnham, Inc. from 1996 to 2000.
	Connie M. Luecke, CFA, has served on the Fund's portfolio management team since 1996 and has been a Senior Vice President of the Adviser since January 1998 (Managing Director from 1996 to 1998). She is also a member of the portfolio management team of Phoenix Global Utilities Fund. Ms. Luecke concentrates her research on the global telecommunications industries. She joined the Duff & Phelps organization in 1990 and has served since then in positions of increasing responsibility.
	Daniel J. Petrisko, CFA, has served on the Fund's portfolio management team since 2004 and has been a Senior Vice President of the Adviser since 1997 (Vice President from 1995 to 1997). He has been Chief Investment Officer of DUC since February 2004 (Portfolio Manager from 2002 to 2004, Vice President since 2000). Mr. Petrisko assists Mr. Beittel with respect to the management of the Fund's fixed-income portfolio. He joined the Duff & Phelps organization in 1995 and has served since then in positions of increasing responsibility.
	Randle L. Smith, CFA, has served on the Fund's portfolio management team since 1996 and has been a Senior Vice President of the Adviser since January 1998 (Managing Director from 1996 to 1998). He is also a member of the portfolio management team of Phoenix Global Utilities Fund. Mr. Smith concentrates his research on the global electric and natural gas industries. He joined the Duff & Phelps organization in 1990 and has served since then in positions of increasing responsibility.
	Please refer to the Statement of Additional Information (Item 21) for additional information about the Fund's portfolio managers, including the structure of and method of computing compensation, other accounts they manage and their ownership of securities of the Fund.
	(d)        Administrator
	The Fund's administrator (the "Administrator") is J.J.B. Hilliard, W.L. Lyons, Inc., 500 West Jefferson Street, Louisville, Kentucky 40202. The Administrator is a wholly-owned subsidiary of The PNC Financial Services Group, Inc. Under the terms of an administration agreement (the "Administration Agreement"), the Administrator provides all management and administrative services required in connection with the operation of the Fund not required to be provided by the Adviser pursuant to the Advisory Agreement, as well as the necessary office facilities, equipment and personnel to perform such services. For its services, the Administrator receives from the Fund a quarterly fee at annual rates of .25% of the Fund's average weekly net assets up to $100 million, .20% of the Fund's average weekly net assets from $100 million to $1.0 billion and ..10% of average weekly net assets over $1.0 billion. The net assets for each weekly period are determined by averaging the net assets at the end of a week with the net assets at the end of the prior week. For purposes of the foregoing calculation, "net assets" are defined as the sum of (i) the aggregate net asset value of the Fund's common stock, (ii) the aggregate liquidation preference of the Fund's preferred stock and (iii) the aggregate proceeds to the Fund of commercial paper issued by the Fund.
	(e)Custodian
	The Fund's custodian is The Bank of New York, Church Street Station, Post Office Box 11258, New York, New York 10286. The transfer agent and dividend disbursing agent for the Fund's common and preferred stock is The Bank of New York, Church Street Station, P.O. Box 11258, New York, New York 10286. The Fund's auction agent is The Bank of New York, Church Street Station, P.O. Box 11258, New York, New York 10286.
	(f)        Expenses
	The Fund is responsible for all expenses not paid by the Adviser or the Administrator, including brokerage fees.
	(g)Affiliated Brokerage
	The Fund has paid, and in the future may pay, broker commissions to the Administrator. See Item 22.2.

	2.	Non-resident Managers.
		Not applicable.
	3.	Control Persons.
		The Fund does not consider that any person "controls" the Fund within the meaning of this item. For information concerning the Fund's officers and directors, see Item 18. No person is known by the Fund to own of record or beneficially five percent or more of any class of the Fund's outstanding equity securities.
Item 10.   Capital Stock, Long-Term Debt, and Other Securities
	1.	Capital Stock.
		(a)        Common Stock. Holders of common stock, $.001 par value per share, of the Fund are entitled to dividends when and as declared by the board of directors, to one vote per share in the election of directors (with no right of cumulation), and to equal rights per share in the event of liquidation. They have no preemptive rights. There are no redemption, conversion or sinking fund provisions. The shares are not liable to further calls or to assessment by the Fund.
		(b)        Preferred Stock. Holders of remarketed preferred stock, $.001 par value per share, of the Fund are entitled to receive dividends before the holders of the common stock and are entitled to receive the liquidation value of their shares ($100,000 per share) before any distributions are made to the holders of the common stock, in the event the Fund is ever liquidated. Holders of auction preferred stock, $.001 par value per share, of the Fund are entitled to receive dividends before the holders of the common stock and are entitled to receive the liquidation value of their shares ($25,000 per share) before any distributions are made to the holders of the common stock, in the event the Fund is ever liquidated. Each share of remarketed preferred stock is entitled to one vote per share and each share of auction preferred stock is entitled to 1/4 vote per share. The holders of the preferred stock have the right to elect two directors of the Fund at all times and to elect a majority of the directors if at any time dividends on the preferred stock are unpaid for two years. In addition to any approval by the holders of the shares of the Fund that might otherwise be required, the approval of the holders of a majority of the outstanding shares of the preferred stock, voting separately as a class, will be required under the 1940 Act to adopt any plan of reorganization that would adversely affect the holders of preferred stock and to approve, among other things, changes in the Fund's sub-classification as a closed-end investment company, changes in its investment objectives or changes in its fundamental investment restrictions.
		Subject to certain restrictions, the Fund may, and under certain circumstances is required to, redeem shares of its preferred stock at a price of $100,000 per share of remarketed preferred stock and a price of $25,000 per share of auction preferred stock, plus accumulated but unpaid dividends on each of the remarketed preferred stock and the auction preferred stock. The shares of preferred stock are not liable to further calls or to assessment by the Fund. There are no preemptive rights or sinking fund or conversion provisions. The Fund, may, however, upon the occurrence of certain events, authorize the exchange of its current remarketed preferred stock or auction preferred stock on a share-for-share basis for a separate series of authorized but unissued preferred stock having different dividend privileges.
		(c)        Managed Distribution Plan. On February 21, 2007. the Fund's board of directors adopted a Managed Distribution Plan. The Managed Distribution Plan provides for the Fund to make a monthly distribution to holders of its common stock of 6.5 cents per share, subject to the board's right to suspend, modify, or terminate the Managed Distribution Plan without notice at any time.
		Under the Managed Distribution Plan, the Fund will distribute all available investment income to shareholders, consistent with the Fund's primary investment objective. If and when sufficient investment income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return capital to its shareholders. Whenever any portion of any Fund distribution is derived from a source other than net investment income, Section 19(a) of the 1940 Act and Rule 19a-1 thereunder require the Fund to furnish shareholders with a written statement disclosing what portion of the payment per share is derived from net investment income, net short-term capital gains, net long-term capital gains and return of capital.
		Section 19(b) of the 1940 Act and Rule 19b-1 thereunder generally prohibit investment companies from distributing long-term capital gains, as defined in the IRC, more often than once in a twelve-month period. To the extent that the Fund's distributions of net long-term capital gain for a taxable year are offset by the Fund's capital loss carryovers, such distributions are not treated as long-term capital gain dividends as defined in the IRC. Instead such distributions are treated as additional ordinary dividends or as a return of capital, depending on whether the Fund has undistributed earnings. To date, all of the Fund's distributions of net long-term capital gain have been fully offset by the Fund's capital loss carryovers, and therefore none of those distributions have constituted long-term capital gain dividends as defined in the IRC. See Items 10.4 and 23.
		Funds that have adopted a Managed Distribution Plan often seek exemptive relief from the SEC, permitting them to distribute long-term capital gains more than once a year. In order to potentially augment the sources from which the Fund's monthly distribution can be paid after its capital loss carryovers have been fully utilized, the Fund applied for such exemptive relief on April 11, 2007. If the granting of exemptive relief is denied or delayed by the SEC, and the Fund still needs to supplement its investment income from other sources after utilizing all of its tax loss carryovers, the Fund's monthly shareholder distributions may need to include a portion of return of capital in order to maintain the distribution rate. Even if the Fund receives exemptive relief from the SEC, a return of capital could occur if the Fund were to distribute more than its income and net realized capital gains.
		A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income". Rather, a return of capital distribution represents a reduction of a shareholder's principal investment in the Fund. To the extent that the Fund uses capital gains and/or returns of capital to supplement its investment income, shareholders should not draw any conclusions about the Fund's investment performance from the amount of the Fund's distributions or from the terms of the Managed Distribution Plan
		The characterization of the Fund's distributions in statements furnished pursuant to Section 19(a) of the 1940 Act and Rule 19a-1 thereunder based on U.S. generally accepted accounting principles and may differ from the treatment of those distributions for tax purposes. The determination of the character of all Fund distributions for tax purposes (specifying which portion is ordinary income, qualifying dividend income, short-or long-term capital gains, or return of capital) is made each year-end and is reported to shareholders on Form 1099-DIV. Return of capital is not taxable to shareholders in the year it is paid. Rather, shareholders are required to reduce the cost basis of their shares by the amount of the return of capital so that, when the shares are ultimately sold, they will have properly accounted for the return of capital. Such an adjustment may cause a shareholder's gain to be greater, or loss to be smaller, depending on the sales proceeds received.
		The board of directors of the Fund may amend, suspend or terminate the Managed Distribution Plan without prior notice to shareholders if it deems such action to be in the best interests of the Fund and its shareholders. For example, the board of directors might take such action if the Managed Distribution Plan had the effect of shrinking the Fund's assets to a level that was determined to be detrimental to Fund shareholders. The suspension or termination of the Managed Distribution Plan could have the effect of creating a trading discount (if the Fund's stock is trading at or above net asset value) or widening an existing trading discount.
		(d)        Dividend Reinvestment Plan. Under the Fund's dividend reinvestment plan, shareholders may elect to have all dividends and capital gains distributions paid on their common stock automatically reinvested by The Bank of New York, as agent for shareholders, in additional shares of common stock of the Fund. Registered shareholders may participate in the plan. The plan permits a nominee, other than a depository, to participate on behalf of those beneficial owners for whom it is holding shares who elect to participate. However, some nominees may not permit a beneficial owner to participate without transferring the shares into the owner's name. Shareholders who do not elect to participate in the plan will receive all distributions in cash paid by check mailed directly to the shareholder (or, if the shareholder's shares are held in street or other nominee name, then to such shareholder's nominee) by The Bank of New York as dividend disbursing agent. Registered shareholders may also elect to have cash dividends deposited directly into their bank accounts.
		When a dividend or distribution is reinvested under the plan, the number of shares of common stock equivalent to the cash dividend or distribution is determined as follows:
		(i) If shares of the common stock are trading at net asset value or at a premium above net asset value at the valuation date, the Fund issues new shares of common stock at the greater of net asset value or 95% of the then current market price.
		(ii) If shares of the common stock are trading at a discount from net asset value at the valuation date, The Bank of New York receives the dividend or distribution in cash and uses it to purchase shares of common stock in the open market, on the New York Stock Exchange or elsewhere, for the participants' accounts. Shares are allocated to participants' accounts at the average price per share, plus commissions, paid by The Bank of New York for all shares purchased by it. If, before The Bank of New York has completed its purchases, the market price exceeds the net asset value of a share, the average purchase price per share paid by The Bank of New York may exceed the net asset value of the Fund's shares, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund.
		The valuation date is the business day immediately preceding the date of payment of the dividend or distribution. On that date, the Administrator compares that day's net asset value per share and the closing price per share on the New York Stock Exchange and determines which of the two alternative procedures described above will be followed.
		The reinvestment shares are credited to the participant's plan account in the Fund's stock records maintained by The Bank of New York, including a fractional share to four decimal places. The Bank of New York will send participants written confirmation of all transactions in the participant's plan account, including information participants will need for tax records. Shares held in the participant's plan account have full dividend and voting rights. Dividends and distributions paid on shares held in the participant's plan account will also be reinvested.

The cost of administering the plan is borne by the Fund. There is no brokerage commission on shares issued directly by the Fund. However, participants do pay a pro rata share of brokerage commissions incurred on any open market purchases of shares by The Bank of New York.

The automatic reinvestment of dividends and distributions does not relieve participants of any income taxes that may be payable (or required to be withheld) on dividends or distributions.

If the closing market price of shares of the Fund's common stock should be equal to or greater than their net asset value on the valuation date, the participants in the plan would receive shares priced at the higher of net asset value or 95% of the market price. Consequently they would receive more shares at a lower per share price than if they had used the cash distribution to purchase Fund shares on the payment date in the market at the market price plus commission.

If the market price should be less than net asset value on the valuation date, the cash distribution for the plan participants would be used by The Bank of New York to purchase the shares to be received by the participants, which would be at a discount from net asset value unless the market price should rise during the purchase period so that the average price and commission exceeded net asset value as of the payment date. Also, since the Fund does not redeem its shares, the price on resale may be less or more than the net asset value.

Plan participants may purchase additional shares of common stock through the plan by delivering to The Bank of New York a check for at least $100, but not more than $5,000, in any month. The Bank of New York will use such funds to purchase shares in the open market or in private transactions. The purchase price of such shares may be more than or less than net asset value per share. The Fund will not issue new shares or supply treasury shares for such voluntary additional share investment. Purchases will be made commencing with the time of the first distribution payment following the second business day after receipt of the funds for additional purchases, and may be aggregated with purchases of shares for reinvestment of the distribution. Shares will be allocated to the accounts of participants purchasing additional shares at the average price per share, plus a service charge of $2.50 imposed by The Bank of New York and a pro rata share of any brokerage commission (or equivalent purchase costs) paid by The Bank of New York in connection with such purchases. Funds sent to the bank for voluntary additional share reinvestment may be recalled by the participant by written notice received by The Bank of New York not later than two business days before the next dividend payment date. If for any reason a regular monthly dividend is not paid by the Fund, funds for voluntary additional share investment will be returned to the participant, unless the participant specifically directs that such funds continue to be held by The Bank of New York for subsequent investment. Participants will not receive interest on voluntary additional funds held by The Bank of New York pending investment.

A shareholder may leave the plan at any time by written notice to The Bank of New York. To be effective for any given distribution, notice must be received by the Bank at least seven business days before the record date for that distribution. When a shareholder leaves the plan: (i) such shareholder may request that The Bank of New York sell such shareholder's shares held in such shareholder's plan account and send such shareholder a check for the net proceeds (including payment of the value of a fractional share, valued at the closing price of the Fund's common stock on the New York Stock Exchange on the date discontinuance is effective) after deducting The Bank of New York's $5.00 charge and any brokerage commission (or equivalent sale cost) or (ii) if no request is made, such shareholder will receive a certificate for the number of full shares held in such shareholder's plan account, along with a check for any fractional share interest, valued at the closing price of the Fund's common stock on the New York Stock Exchange on the date discontinuance is effective. If and when it is determined that the only balance remaining in a shareholder's plan account is a fraction of a single share, such shareholder's participation will be deemed to have terminated, and The Bank of New York will send to such shareholder a check for the value of such fractional share, valued at the closing price of the Fund's common stock on the New York Stock Exchange on the date discontinuance is effective.

The Fund may change, suspend or terminate the plan at any time upon mailing a notice to participants.

For more information regarding, and an authorization form for, the dividend reinvestment plan, please contact The Bank of New York at 1-877-381-2537 or on the World Wide Web at http://stock.bankofny.com.

(e)        Capital Gains Distribution Reinvestment Plan. Unless otherwise indicated by a holder of shares of common stock of the Fund that does not participate in the Fund's dividend reinvestment plan, all distributions in respect of capital gains distributions on shares of common stock held by such holder will be automatically invested by The Bank of New York, as agent of the common shareholders participating in the plan, in additional shares of common stock of the Fund. Distributions in respect of capital gains distributions on shares of common stock that participate in the Fund's dividend reinvestment plan will be reinvested in accordance with the terms of such plan.

In any year in which the Fund declares a capital gains distribution, the Fund after the declaration of such dividend and prior to its payment, will provide to each registered holder of Fund common stock that does not participate in the Fund's dividend reinvestment plan a cash election card. A registered shareholder may elect to receive cash in lieu of shares in respect of a capital gains distribution by signing the cash election card in the name(s) of the registered shareholder(s), and mailing the card to The Bank of New York.

If a holder's shares of common stock, or some of them, are registered in the name of a broker or other nominee, and the holder wishes to receive a capital gains distribution in cash in lieu of shares of common stock, such shareholder must exercise that election through its nominee (including any depositor of shares held in a securities depository).

When a distribution is reinvested under the plan, the number of reinvestment shares is determined as follows:

        (i)  If, at the time of valuation, the shares are being traded in the securities markets at net asset value or at a premium over net asset value, the reinvestment shares are obtained by The Bank of New York directly from the Fund, at a price equal to the greater of net asset value or 95% of the then current market price, without any brokerage commissions (or equivalent purchase costs).

        (ii)  If, at the time of valuation, the shares are being traded in the securities markets at a discount from net asset value, The Bank of New York receives the distribution in cash, and uses it to purchase shares in the open market, including on the New York Stock Exchange, or in private purchases. Shares of common stock are allocated to participants at the average price per share, plus any brokerage commissions (or equivalent transaction costs), paid by The Bank of New York for all shares purchased by it in reinvestment of the distribution(s) paid on a particular day.

The time of valuation is the close of trading on the New York Stock Exchange on the most recent day preceding the date of payment of the dividend or distribution on which that exchange is open for trading. As of that time, the Administrator compares the net asset value per share as of the time of the close of trading on the New York Stock Exchange on that day and the last reported sale price per share on the New York Stock Exchange, and determines which of the alternative procedures described above are to be followed.

If as of any day on which the last reported sale price of the Fund's shares on the New York Stock Exchange is required to be determined pursuant to this plan, no sales of the shares are reported on that exchange, the mean of the bid prices and of the asked prices on that exchange as of the time of the close of trading on the exchange will be substituted.

No certificates will be issued representing fractional shares, nor will The Bank of New York purchase fractional shares in the market. The Bank of New York will send to all registered holders of common stock that do not participate in the Fund's dividend reinvestment plan certificates for all shares of common stock purchased or issued pursuant to the capital gains distribution plan and cash in lieu of fractional shares of common stock.

The Fund may change, suspend or terminate the plan at any time upon mailing a notice to participants.

(f)        Anti-takeover provisions of charter and bylaws. The Fund's charter includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change the composition of its board of directors and could have the effect of depriving common stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. The board of directors is divided into three classes, each having a term of three years. At each annual meeting of shareholders, the term of one class will expire. This provision could delay for up to two years the replacement of a majority of the board of directors. A director may be removed from office with or without cause only by vote of the holders of at least 75% of the shares of preferred stock or of common stock, as the case may be, entitled to be voted on the matter.

The Fund's charter requires the favorable vote of the holders of at least 75% of the shares of preferred stock and common stock of the Fund entitled to be voted on the matter, voting together as a single class, to approve, adopt or authorize the following:

• a merger or consolidation of the Fund with another corporation,

• a sale of all or substantially all of the Fund's assets (other than in the regular course of the Fund's investment activities), or

• a liquidation or dissolution of the Fund, unless such action has been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of directors fixed in accordance with the bylaws, in which case the affirmative vote of the holders of a majority of the outstanding shares of preferred stock and common stock entitled to be voted on the matter, voting together as a single class, is required.

In addition, the holders of a majority of the outstanding shares of the preferred stock, voting separately as a class, would be required under the 1940 Act to adopt any plan of reorganization that would adversely affect the holders of the preferred stock.

Finally, conversion of the Fund to an open-end investment company would require an amendment to the charter. Such an amendment would require the favorable vote of the holders of a at least 75% of the shares of preferred stock and common stock of the Fund entitled to be voted on the matter, voting together as a single class, unless such amendment has been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of directors fixed in accordance with the bylaws, in which case the affirmative vote of the holders of a majority of the outstanding shares of preferred stock and common stock entitled to be voted on the matter, voting together as a single class, would be required. Shareholders of an open-end investment company may require the company to redeem their shares of common stock at any time (except in certain circumstances as authorized by or under the 1940 Act) at their net asset value, less such redemption charge, if any, as might be in effect at the time of a redemption. In addition, conversion to an open-end investment company would require redemption of all outstanding shares of the preferred stock.

The board of directors has determined that the 75% voting requirements described above, which are greater than the minimum requirements under Maryland law or the 1940 Act, are in the best interests of the Fund. Reference should be made to the charter on file with the SEC for the full text of these provisions.

The Fund's bylaws establish advance notice procedures for shareholder proposals to be brought before an annual meeting of shareholders, and for proposed nominations of candidates for election to the board of directors at an annual or special meeting of shareholders. Generally, such notices must be received by the Secretary of the Fund, in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting and, in the case of a special meeting, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public announcement of the date of the special meeting was made, whichever first occurs. Reference should be made to the bylaws on file with the SEC for the detailed requirements of these advance notice procedures.

Under Maryland law, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity Securities. An interested stockholder is defined as:

• any person who beneficially owns ten percent or more of the voting power of the corporation's shares; or

• an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

• 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

• two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.

The provisions of the Maryland control share acquisition statute described below do not apply to a closed-end investment company, such as the Fund, unless it has affirmatively elected to be subject to the statute by a resolution of its board of directors. To date, the Fund has not made such an election but may make such an election under Maryland law at any time. Any such election, however, would be subject to the 1940 Act limitations discussed below.

The Maryland control share acquisition statute provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

• one-tenth or more but less than one-third,

• one-third or more but less than a majority, or

• a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

Section 18(i) of the 1940 Act provides that "every share of stock .. . . issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other outstanding voting stock " Therefore, the Fund is prevented by the 1940 Act from issuing a class of shares with voting rights that vary within that class. There are currently different views on whether or not the Maryland control share acquisition statute conflicts with Section 18(i) of the 1940 Act. One view is that implementation of the Maryland statute would conflict with the 1940 Act because it would deprive certain shares of their voting rights. Another view is that implementation of the Maryland statute would not conflict with the 1940 Act because it would limit the voting rights of stockholders who choose to acquire shares of stock that put them within the specified percentages of ownership rather than limiting the voting rights of the shares themselves. Because of this uncertainty, the Fund will not elect to be subject to the Maryland control share acquisition statute in the absence of a judgment of a federal court of competent jurisdiction or the issuance of a rule or regulation of the SEC or a published interpretation by the SEC or its staff that the provisions of the Maryland statute are not inconsistent with the provisions of the 1940 Act, or a change to the provisions of the 1940 Act having the same effect.

Additionally, if the Fund elected to be subject to the Maryland Control Share Acquisition Act, it would not apply (a) to shares acquired in a merger, consolidation or share exchange if the Fund is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the Fund.

Subtitle 8 of Title 3 of the Maryland General Corporation Law permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter of bylaws, to any or all of five provisions:

• a classified board;

• a two-thirds vote requirement for removing a director;

• a requirement that the number of directors be fixed only by vote of directors;

• a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and

• a majority requirement for the calling of a special meeting of stockholders.

A corporation may also adopt a charter provision or resolution of the board of directors that prohibits the corporation from electing to be subject to any or all of the provisions of the subtitle. At this time, the Fund has elected to be subject to the provisions regarding filling of vacancies, but has not elected to be subject to any other of these provisions. However, because the Fund's charter does not include a provision prohibiting it from electing to be subject to any of these provisions, the Fund's board of directors may make such an election at any time. Through provisions in the Fund's charter unrelated to Subtitle 8, the Fund already has a classified board and requires more than a two-thirds vote for the removal of directors.

2.        Long-Term Debt.

Not applicable.

3.        General

Not applicable.

4.        Taxes. The Fund intends to continue to qualify as a regulated investment company under the IRC, as it has in each year since the inception of its operations, so as to be relieved of U.S. federal income tax on net investment income and net capital gains distributed to shareholders.

Dividends paid by the Fund from its ordinary income and distributions of the Fund's net realized short-term capital gains are taxable to shareholders as ordinary income, except to the extent that a reduced capital gains rate applies to certain qualified dividend income ("QDI"). Ordinary income dividends treated as QDI are taxed at the same rates as long-term capital gains. However, even though such QDI is taxed at the same rates as long-term capital gains, such QDI will not be considered long-term capital gains for other U.S. federal income tax purposes. For example, a shareholder generally will not be permitted to offset ordinary income dividends with capital losses. Short-term capital gain distributions will continue to be taxed at ordinary income rates. So long as the Fund has capital loss carryovers, distributions derived from capital gains in the Fund's portfolio may constitute ordinary income, rather than capital gains, to shareholders.

Shareholders may be proportionately liable for taxes on income and gains of the Fund but shareholders not subject to tax on their income will not be required to pay tax on amounts distributed to them. The Fund will inform shareholders of the amount and nature of the income or gains. Dividends from ordinary income may be eligible for the dividends-received deduction available to corporate shareholders. Under its charter, the Fund is required to designate dividends paid on its remarketed preferred stock as qualifying for the dividends-received deduction to the extent such dividends do not exceed the Fund's qualifying income. In the event the Fund is required to allocate all of its qualifying income to dividends on the remarketed preferred stock, dividends payable on the common stock and the auction preferred stock will not be eligible for the dividends-received deduction. Any distributions attributable to the Fund's net realized long-term capital gains are taxable to shareholders as long-term capital gains, regardless of the holding period of shares of the Fund. Under current law, the maximum tax rate on long-term capital gains is generally 35% for corporate shareholders and 15% for non-corporate shareholders. Without future congressional action, the maximum tax rate on long-term capital gains would return to 20% in 2011 for non-corporate shareholders, and the maximum tax rate on QDI would move to 39.6% in 2011 for non-corporate shareholders.

The Fund intends to distribute substantially all its net investment income and net realized capital gains in the year earned or realized. A dividend reinvestment plan is available to all holders of common stock of the Fund. Under the dividend reinvestment plan, all cash distributions to participating shareholders are reinvested in additional shares of common stock. See Item 10.1(d).

5.        Outstanding Securities

(1) Title of Class	(2) Amount Authorized	(3) Amount Held by the Fund or for     its Account	(4) Amount Outstanding at 3/31/2007 Exclusive of Amount Shown          Under (3)
Common, $.001 par value	250,000,000	-0-	227,170,556
Preferred, $.001 par value	100,000,000	-0-	25,000
Remarketed Preferred Stock	5,000		5,000
Auction Preferred Stock	20,000		20,000

                6.             Securities Ratings.

                                Not applicable.

Item 11. Defaults and Arrears on Senior Securities

              Not applicable.

Item 12. Legal Proceedings

              There are no pending legal proceedings to which the Fund, any subsidiary of the Fund, or the Adviser is a party.

Item 13. Table of Contents of the Statement of Additional Information

              Not applicable.

PART B  INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page

              Not applicable.

Item 15. Table of Contents

                Not applicable.

Item 16. General Information and History

                During the past five years, the Fund has not engaged in any business other than that of an investment company and has not been the subject of any bankruptcy, receivership or similar proceedings, or any other material reorganization, readjustment or succession. The Fund's name was changed from Duff & Phelps Utilities Income Inc. on April 23, 2002.

Item 17. Investment Objective and Policies

                1.      See Item 8.2.

                2.      See Item 8.2.

                3.      See Item 8.2.

                4.      The Fund's portfolio turnover rate was 29.60% in 2006, 27.99% in 2005 and 43.71% in 2004. The portfolio turnover rate tends to be correlated with the level of the Fund's dividend captures, which decreased in 2005 relative to 2004. The portfolio turnover rate could increase again if the Fund were to increase its use of dividend captures; however, the Fund has no current plans to do so. See Item 8.3, "Risk Factors-Dividend Captures" and "Risk Factors - -Portfolio Turnover Risk."

Item 18. Management

                1.     Set forth below are the names and certain biographical information about the directors and officers of the Fund. Except as indicated in the table, directors are elected by the holders of the Fund's common stock. The officers are elected at the annual meeting of the board of directors of the Fund. All of the current directors of the Fund are classified as independent directors because none of them are "interested persons" of the Fund, as defined in the 1940 Act. The term "Fund Complex" refers to the Fund and all other investment companies advised by affiliates of PXP.

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
Francis E. Jeffries(1)(3) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 76	Director and Chairman of the Board	Director since January 1987. Term expires 2008	Retired Chairman of the Board of PXP since May 1997; Chairman of the Board of the Fund since May 2005 (Vice Chairman April 2004-May 2005); Chairman of the Board of DTF since September 1991 and DUC since November 1992 (President of DTF and DUC, January 2000-February 2004); Chairman of the Board of PXP, November 1995-May 1997; Chairman and Chief Executive Officer, Duff & Phelps Corporation, June 1993- November 1995 (President and Chief Executive Officer, January 1992-June 1993); Chairman of the Board of the Adviser, 1988-1993	63
Nancy Lampton (3)(4)(5) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 64	Director and Vice Chairman of the Board	Director since October 1994. Term expires 2009.	Chairman and Chief Executive Officer, Hardscuffle Inc. (insurance holding company) since January 2000; Chairman and Chief Executive Officer, American Life and Accident Insurance Company of Kentucky since 1971	3	Director, Constellation Energy Group, Inc. (public utility holding company); Advisory Board Member, Thorium Power, Inc. (designer of non-proliferative fuel for nuclear energy needs)

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
Stewart E. Conner(4) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 65	Director	Director since April 2004. Term expires 2007.	Attorney, Wyatt Tarrant & Combs LLP since 1966 (Chairman, Executive Committee 2000-2004, Managing Partner 1988-2000)	1
Connie K. Duckworth (2)(4) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 52	Director	Director since April 2002. Term expires 2008.	Founder, Chairman and President, Arzu, Inc. (nonprofit corporation created to assist Afghan women through sale of homemade rugs) since August 2003; Member, Eight Wings Enterprises LLC (investor in early-stage businesses) 2002-2004; Advisory Director, Goldman Sachs & Company, December 2000- December 2001 (Managing Director, December 1996-December 2000, Partner 1990-1996, Chief Operating Officer of Firmwide Diversity Committee 1990-1995)	1	Director, Smurfit-Stone Container Corporation (packaging manufacturer) and Nuveen Investments, Inc. and Frank Russell Company (investment services companies); Trustee, Northwestern Mutual Life Insurance Company; Director and Chairman, Evanston Northwestern Health Care Corporation; Member, Board of Overseers, Wharton School of the University of Pennsylvania; Director, Global Heritage Fund (archaeological conservation organization)

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
Robert J. Genetski (2)(5) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 64	Director	Director since April 2001. Term expires 2007.	President, Robert Genetski & Associates, Inc. (economic and financial consulting firm) since 1991; Senior Managing Director, Chicago Capital Inc. (financial services firm) 1995-2001; former Senior Vice President and Chief Economist, Harris Trust & Savings Bank, author of several books; regular contributor to the Nikkei Financial Daily	1	Director, Midwest Banc Holdings, Inc.

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
Christian H. Poindexter (2)(3) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 68	Director	Director since May 2003. Term expires 2009.	Retired Executive Committee Chairman, Constellation Energy Group, Inc. (public utility holding company) since March 2003 (Executive Committee Chairman, July 2002-March 2003; Chairman of the Board, April 1999-July 2002; Chief Executive Officer, April 1999-October 2001; President, April 1999-October 2000) Chairman, Baltimore Gas and Electric Company, January 1993-July 2002 (Chief Executive Officer January 1993-July 2000; President, March 1998- October 2000; Director, 1988-2003)	1	Director, Mercantile Bankshares Corporation (bank holding company); Director, The Baltimore Life Insurance Company; Chairman Investment Committee, U.S. Naval Academy Foundation

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
Carl F. Pollard(1)(2) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 68	Director	Director since April 2002. Term expires 2008.	Owner, Hermitage Farm L.L.C. (thoroughbred breeding) since January 1995; Chairman, Columbia Healthcare Corporation 1993-1994; Chairman and Chief Executive Officer, Galen Health Care, Inc, March-August 1993, President and Chief Operating Officer, Humana Inc. 1991-1993 (previously Senior Executive Vice President, Executive Vice President and Chief Financial Officer)	3	Chairman of the Board and Director, Churchill Downs Incorporated; Director, LifeCare Holdings, Inc. (hospital holding company)

Name, Address and Age	Positions Held with Funds	Term of Office And Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios In Fund Complex Overseen By Director	Other Directorships Held by the Director
David J. Vitale(1)(4) c/o Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, IL 60603 Age: 60	Director	Director since April 2000. Term expires 2009.	Chief Administrative Officer, Chicago Public Schools since April 2003; Private investor November 2002-April 2003; President and Chief Executive Officer, Board of Trade of the City of Chicago, Inc. March 2001-November 2002; Retired executive 1999-2001; Vice Chairman and Director, Bank One Corporation, 1998-1999; Vice Chairman and Director, First Chicago NBD Corporation, and President, The First National Bank of Chicago, 1995- 1998; Vice Chairman, First Chicago Corporation and The First National Bank of Chicago, 1993-1998 (Director, 1992-1998; Executive Vice President, 1986-1993)	3	Director, UAL Corporation (airline holding company), ISO New England Inc. (not for profit independent system operator of New England's electricity supply), Ariel Capital Management, LLC, Ark Investment Corp. and Wheels, Inc. (automobile fleet management)

________________________

(1)	Member of the executive committee of the board of directors, which has authority, with certain exceptions, to exercise the powers of the board between board meetings.
(2)	Member of the audit committee of the board of directors, which makes recommendations regarding the selection of the Fund's independent registered public accounting firm and meets with representatives of that accounting firm to determine the scope of and review the results of each audit.
(3)	Member of the nominating and governance committee of the board of directors, which selects nominees for election as directors, recommends individuals to be appointed by the board as Fund officers and members of board committees and makes recommendations regarding other Fund governance and board administration matters.

(4)	Member of the contracts committee of the board of directors, which makes recommendations regarding the Fund's contractual arrangements for investment management and administrative services, including the terms and conditions of such contracts.
(5)	Elected by the holders of the Fund's preferred stock.

Officers of the Fund

Name, Address and Age	Positions Held with Fund, Term of Office and Length of Time Served	Principal Occupations During Past 5 Years
Nathan I. Partain Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, Illinois 60603 Age: 50	President and Chief Executive Officer since February 2001; Chief Investment Officer since January 1998 (Executive Vice President April 1998-February 2001, Senior Vice President January 1997-April 1998)	President and Chief Executive Officer, DTF and DUC since February 2004; President and Chief Investment Officer of the Adviser since April 2005 (Executive Vice President January 1997-April 2005); Director of Utility Research, PXP 1989-1996 (Director of Equity Research, 1993-1996 and Director of Fixed Income Research, 1993); Director, Otter Tail Corporation
T. Brooks Beittel Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, Illinois 60603 Age: 57	Secretary and Senior Vice President since January 1995 (Treasurer January 1995-September 2002)	Senior Vice President of the Adviser since 1993 (Vice President 1987-1993); Secretary of DUC and DTF since May 2005
Michael Schatt Duff & Phelps Investment Management Co  55 East Monroe Street Suite 3600 Chicago, Illinois 60603 Age: 60	Senior Vice President since April 1998 (Vice President January 1997-April 1998)	Senior Vice President of the Adviser since January 1997; Managing Director, PXP., 1994-1996
Joseph C. Curry, Jr. Hilliard Lyons Investment Management 500 West Jefferson Street Louisville, Kentucky 40202 Age: 62	Treasurer since September 2002; Senior Vice President since May 2006 (Vice President April 1988-May 2006)	Senior Vice President, J.J.B. Hilliard, W.L. Lyons, Inc. since 1994 (Vice President 1982-1994); Vice President, Hilliard Lyons Trust Company; President, Hilliard-Lyons Government Fund, Inc. since 1985; Vice President and Assistant Treasurer, Senbanc Fund since 1999
Joyce B. Riegel Duff & Phelps Investment Management Co. 55 East Monroe Street Suite 3600 Chicago, Illinois 60603 Age: 52	Chief Compliance Officer since February 2004	Chief Compliance Officer of DUC and DTF since 2004; Chief Compliance Officer of the Adviser since August 2002; Vice President and Chief Compliance Officer, Stein Roe Investment Counsel LLC 2001-2002; Vice President and Compliance Officer, Stein Roe & Farnham Incorporated 1996-2000

Dianna P. Wengler
Hilliard Lyons Investment
Management
500 West Jefferson Street
Louisville, Kentucky 40202
Age: 46 Vice President since May 2006 (Assistant Vice President April 2004-May 2006); Assistant Secretary since April 1988. Vice President, J.J.B. Hilliard, W.L. Lyons, Inc. since 1990; Vice President, Hilliard-Lyons Government Fund, Inc. since 1998

2.	Included in Item 18.1.
3.	Not applicable.
4.	Not applicable.
5.	Included in Item 18.1.
6.	Included in Item 18.1.
7.	The following table provides certain information relating to the equity securities beneficially owned, as of December 31, 2006, by each director (i) in the Fund and (ii) on an aggregate basis, in any registered investment companies overseen by the director within the same family of investment companies as the Fund.

Name of Director	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Director or Nominee in Family of Investment Companies
Independent Directors
Stewart E. Conner Connie K. Duckworth Robert J. Genetski Francis E. Jeffries Nancy Lampton Christian H. Poindexter Carl F.Pollard David J. Vitale	$10,001-$50,000 over $100,000 over $100,000 over $100,000 over $100,000 over $100,000 over $100,000 $50,001-$100,000	$10,001-$50,000 over $100,000 over $100,000 over $100,000 over $100,000 over $100,000 over $100,000 $50,001-$100,000

8.	As of December 31, 2006, none of the foregoing directors, or their immediate family members, owned any securities of the Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser.
9.	Not applicable.
10.	Not applicable.
11.	Not applicable.
12.	Not applicable.

13. The following table shows the compensation paid by the Fund to the Fund's current directors during 2006:

COMPENSATION TABLE (1)(2)

	Name of Director	Aggregate Compensation from the Fund	Total Compensation From Fund and Fund Complex Paid to Directors
	Independent Directors
	Stewart E. Conner . . . . . . . . . . . . . . . . . . . . . . . . .	$  43,000	$  43,000
	Connie K. Duckworth. . . . . . . . . . . . . . . . . . . . . . . . .	43,000	43,000
	Robert J. Genetski. . . . . . . . . . . . . . . . . . . . . . . . .	40,000	40,000
	Francis E. Jeffries (2). . . . . . . . . . . . . . . . . . . . . . . . .	105,000	270,500
	Nancy Lampton(2). . . . . . . . . . . . . . . . . . . . . . . . .	42,500	95,620
	Christian H. Poindexter. . . . . . . . . . . . . . . . . . . . . . . . .	43,000	43,000
	Carl F. Pollard(2). . . . . . . . . . . . . . . . . . . . . . . . .	49,500	78,363
	David J. Vitale(2). . . . . . . . . . . . . . . . . . . . . . . . .	47,500	88,000
__________________________

(1)	Prior to April 1, 2007, each director not affiliated with the Adviser received an annual fee of $25,000 (and an additional $5,000 if the director served as chairman of a committee of the board of directors) plus an attendance fee of $2,000 for each meeting of the board of directors and $1,500 for each meeting of a committee of the board of directors attended in person or by telephone. Effective April 1, 2007, each director not affiliated with the Adviser will receive an annual fee of $30,000 (plus an additional $7,500 for the chairman of the audit committee and an additional $6,000 for the chairman of each other committee of the board of directors) plus an attendance fee of $3,000 for each meeting of the board of directors and $2,000 for each meeting of a committee of the board of directors attended in person or by telephone. The chairman of the board receives an additional fee of $50,000 annually. Directors and officers affiliated with the Adviser receive no compensation from the Fund for their services as such. In addition to the amounts shown in the table above, all directors and officers who are not interested persons of the Fund, the Adviser or the Administrator are reimbursed for the expenses incurred by them in connection with their attendance at a meeting of the board of directors or a committee of the board of directors. The Fund does not have a pension or retirement plan applicable to directors or officers of the Fund.
(2)	The Fund Complex includes all funds that are advised by the Adviser or other affiliates of PXP. Mr. Jeffries serves as a director or trustee of 62 other funds in the Fund Complex, and each of Ms. Lampton, Mr. Pollard and Mr. Vitale serves as a director of two other funds in the Fund Complex.
	14.	Codes of Ethics. Each of the Fund and the Adviser has adopted an Amended and Restated Code of Ethics (collectively, the "Codes") under Rule 17j-1 of the 1940 Act. The Codes impose significant restrictions on the ability of personnel subject to the Codes to engage in personal securities transactions. Among other things, the Codes generally prohibit covered personnel from knowingly buying or selling securities (except for mutual funds, U.S. government securities and money market instruments) that are being purchased, sold or considered for purchase or sale by the Fund unless the proposed purchases are approved in advance by the Adviser's compliance officer. The Codes also contain certain reporting requirements and compliance procedures. The Codes can be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1 202-942-8090. The Codes are also available at the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of the Codes may also be obtained, after paying a duplicating fee, by electronic request at the following E mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 100 F Street, N.E, Washington, D.C. 20549-0102. The SEC file number for documents filed by the Fund under the 1940 Act is 811-4915.

		15.			Proxy Voting Policies and Procedures. The Fund has adopted proxy voting policies and procedures. The following is a summary description of those policies and procedures, the full text of which is available on the Fund's website at http://www.dnpselectincome.com.
					Subject to the right of the board of directors to give the Adviser written instructions as to the voting or non-voting of proxies on any matter presenting an actual or perceived conflict of interest as described below, the Fund has delegated the voting of proxies with respect to securities owned by it to the Adviser. The Adviser may delegate its proxy voting responsibilities to a proxy committee established from time to time by the Adviser and may engage one or more qualified, independent organizations to vote proxies on behalf of the Fund, subject in each case to compliance with these policies and procedures.
					It is the intention of the Fund to exercise stock ownership rights in portfolio holdings in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its delegate(s) endeavors to analyze and vote all proxies that are considered likely to have financial implications, and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings.
					The Adviser will generally vote in favor of management recommendations on routine matters. The Adviser will analyze and vote on non-routine matters, including the adoption of anti-takeover measures, proxy contests for control, contested elections of directors, corporate governance matters and executive compensation matters, on a case-by-case basis, taking into account factors appropriate to each such matter. The Adviser will generally vote against shareholder proposals on social issues, except where the Adviser determines that a different position would be in the clear economic interests of the Fund and its shareholders. The Adviser may abstain from voting when it concludes that the effect on shareholders' economic interests or the value of the portfolio holding is indeterminable or insignificant.
					In exercising its voting discretion, the Adviser will seek to avoid any actual or perceived conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Adviser or any affiliated person of the Fund or the Adviser, on the other hand. The Adviser will notify the board of directors of the Fund promptly after becoming aware that any actual or potential conflict of interest exists, indicating how the Adviser proposes to vote on the matter and its reasons for doing so. The board of directors may decide to (i) vote pursuant to the recommendation of the delegate, (ii) abstain from voting or (iii) rely on the recommendations of an established, independent third party with qualifications to vote proxies, such as Institutional Shareholder Services. The Adviser may not waive any conflict of interest or vote any conflicted proxies without the prior written approval of the board of directors or its duly authorized representative.
Item 19. Control Persons and Principal Holders of Securities
		1.			The Fund does not consider that any person "controls" the Fund within the meaning of this item. For information concerning the Fund's officers and directors, see Item 18.
		2.			No person is known by the Fund to own of record or beneficially five percent or more of any class of the Fund's outstanding equity securities.
		3.			As of December 31, 2006, the officers and directors of the Fund owned in the aggregate 218,027 shares of Common Stock, representing less than 1% of the Fund's outstanding Common Stock.
Item 20. Investment Advisory and Other Services
		1.			The Adviser is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX.  PXP and its subsidiaries provide investment management services to institutional and private clients and to the life insurance subsidiaries of PNX.
					See Item 18 for the names and capacities of affiliated persons of the Fund who are also affiliated persons of the Adviser.
					For a discussion of the method of calculating the advisory fee under the Advisory Agreement, see Item 9.1(b). The investment advisory fees paid by the Fund totaled $15,976,021 in 2006, $14,771,365 in 2005 and $13,869,531 in 2004.
		2.			See Item 9.1(b) for a discussion of the Service Agreement.
		3.			No fees, expenses or costs of the Fund were paid by persons other than the Adviser or the Fund.
		4.	See Item 9.1(d) for a discussion of the Administration Agreement. The administrative fees paid by the Fund totaled $3,945,204 in 2006, $3,704,273 in 2005 and $3,523,906 in 2004.
		5.	Not applicable.
		6.	See Item 9.1(e) for information about the Fund's custodian.
		7.	The Fund's independent public accountant is Ernst & Young LLP, 233 South Wacker Drive, 16th Floor, Chicago, Illinois 60606. Ernst & Young LLP performs the audit of the Fund's annual financial statements and provides other audit-related and tax services to the Fund as pre-approved by the Fund's audit committee.
		8.	Not applicable.
Item 21.		Portfolio Managers
	1.			Other Accounts Managed
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers' management of the Fund's investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the Adviser may have in place that could benefit the Fund and/or such other accounts. The Adviser has adopted policies and procedures designed to address any such conflicts of interest to ensure that all management time, resources and investment opportunities are allocated equitably. There have been no material compliance issues with respect to any of these policies and procedures during the Fund's most recent fiscal year.
The following table provides information as of December 31, 2006 regarding the other accounts besides the Fund that are managed by the portfolio managers of the Fund identified in Item 9.1.c of the Fund's prospectus. As noted in the table, portfolio managers of the Fund may also manage or be members of management teams for other mutual funds within the Phoenix fund complex or other similar accounts. As of December 31, 2006, the Fund's portfolio managers did not manage any accounts with respect to which the advisory fee is based on the performance of the account, nor do they manage any hedge funds.

	Registered Investment Companies (1)		Other Pooled  Investment Vehicles (2)		Other Accounts (3)
Name of Portfolio Manager	Number of Accounts	Total Assets (in millions)	Number  of Accounts	Total Assets (in millions)	Number of Accounts	Total Assets (in millions)
Nathan I. Partain. . . . . . . . . . . .	1	$32.3	0	-	0	-
T. Brooks Beittel. . . . . . . . . . . .	2	$546.3	0	-	0	-
Michael Schatt. . . . . . . . . . . . . .	2	$1,651.1	1	$54.8	10	$365.3
Deborah A. Jansen. . . .  . . . . . .	1	$32.3	0	-	0	-
Randle L. Smith . . . . . . . . . . . . .	1	$32.3	0	-	0	-
Daniel J. Petrisko . . . . . . . . . . . .	1	$514.1	0	-	9	$1,532.6
Connie M. Luecke. . . . . . . . . . .	1	$32.3	0	-	0	-

(1)	Registered Investment Companies include all open and closed-end mutual funds. For Registered Investment Companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
(2)	Other Pooled Investment Vehicles include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the 1940 Act, such as private placements and hedge funds.
(3)	Other Accounts include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds and collateralized bond obligations, collateralized debt obligations.
2.	Compensation
	The following is a description of the compensation structure, as of December 31, 2006, of the Fund's portfolio managers identified in Item 9.1.c of the Fund's prospectus. The Fund's portfolio managers receive a competitive base salary, an incentive bonus opportunity and a benefits package.
	Base Salary. Each portfolio manager is paid a fixed base salary, which is determined by PXP and is designed to be competitive in light of the individual's experience and responsibilities. The management of PXP uses compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
	Incentive Bonus. The incentive bonus package for portfolio managers is based upon how well the individual manager meets or exceeds assigned goals and a subjective assessment of contribution to the team effort. Their incentive bonus also reflects an investment performance component. The performance component is based in part on achieving and/or exceeding income targets underlying the Fund's ability to pay common stock dividends, and in part on performance relative to a composite of the S&P's Utilities Index and the Lehman Brothers Utility Bond Index reflecting the stock and bond ratio of the Fund. The performance component is further adjusted to reward investment personnel for managing within the stated framework and for not taking unnecessary risks. This ensures that investment personnel will remain focused on managing and acquiring securities that correspond to the Fund's mandate and risk profile. It also avoids the temptation for portfolio managers to take on more risk and unnecessary exposure to chase performance for personal gain.
	Incentive bonus compensation of the Fund's portfolio managers is currently comprised of two main components: 70% of the incentive bonus is based on formulaic calculation of investment performance measures, including the Fund's earnings per share and total return over a one-year period. The total return is compared to a composite of the Lehman Utility Bond Index and the S&P Utility Market Price Index. Portfolio managers who manage more than one product may have other components in their formulaic calculation that are appropriate to the other products, weighted according to the proportion of the manager's time that is allocated to each specific product. The remaining 30% of the incentive bonus is based on the profitability of PNX, the ultimate parent of PXP and the Adviser.
	Prior to 2006, the incentive bonus compensation has been paid 100% in cash. However, PNX has determined that 15% of the incentive bonus compensation for 2006 (payable in 2007) will be paid in PNX restricted stock units which will vest over a three-year period.
	The portfolio managers' incentive bonus compensation is not based on the value of assets held in the Fund's portfolio, except to the extent that the level of assets in the Fund's portfolio affects the advisory fee received by the Adviser, and thus indirectly the profitability of PNX.
	Long-Term Incentive Plan. Portfolio managers may also receive PNX stock options and/or be granted PNX restricted stock at the discretion of the PNX board of directors. To date no portfolio manager of the Fund has received awards under the PNX restricted stock units long-term incentive plan.
	Other Benefits. Portfolio managers are eligible to participate in a deferred compensation plan to defer their compensation and realize tax benefits. Portfolio managers are also eligible to participate in broad-based plans offered generally to the firm's employees, including broad-based retirement, 401(k), health and other employee benefit plans.

	3.	Ownership of Securities
		The following table sets forth the dollar range of equity securities in the Fund beneficially owned, as of December 31, 2006, by each of the portfolio managers identified in Item 9.1.c of the Fund's prospectus.
		Name of Portfolio Manager	Dollar Range of Equity Securities in the Fund
		T. Brooks Beittel	$1-$10,000
		Deborah A. Jansen	None
		Connie M. Luecke	$1-$10,000
		Nathan I. Partain	$100,001-$500,000
		Daniel J. Petrisko	None
		Michael Schatt	$10,001-$50,000
		Randle L. Smith	$50,001 to $100,000
Item 22. Brokerage Allocation and Other Practices
1.         The Adviser has discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser. The Fund paid brokerage commissions in the aggregate amount of $1,369,200, $799,719 and $1,667,497 during 2006, 2005 and 2004, respectively, not including the gross underwriting spread on securities purchased in underwritten public offerings.
2.         The Fund did not pay any brokerage commissions during 2006, 2005 or 2004 to any broker that (1) is an affiliated person of the Fund, (2) is an affiliated person of an affiliated person of the Fund or (3) has an affiliated person that is an affiliated person of the Fund or the Adviser.

3.          In selecting brokers or dealers to execute portfolio transactions and in evaluating the best net price and execution available, the Adviser is authorized to consider "brokerage and research services" (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) that assist the Adviser in fulfilling its investment management responsibilities. The Adviser is also authorized to cause the Fund to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction. The Adviser must determine in good faith, however, that such commission was reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the accounts as to which the Adviser exercises investment discretion. It is possible that certain of the services received by the Adviser attributable to a particular transaction will benefit one or more other accounts as to which investment discretion is exercised by the Adviser. The Adviser does not direct the Fund's brokerage transactions to brokers for third party research services that the Adviser could purchase directly from a vendor. The Adviser does direct the Fund's brokerage transactions to brokers for proprietary research regarding the economy, industries, sectors of securities, individual companies, statistical information, taxation, political developments, legal developments and market action. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with securities analysts.

4.          During the last fiscal year, pursuant to agreements or understandings with brokers or otherwise through an internal allocation procedure, the Adviser directed certain of the Fund's brokerage transactions to certain brokers because of the research services provided by those brokers as described above. The aggregate principal amount of the transactions involved was $721,181,632 and the aggregate amount of the related commissions was $1,073,509.

5.          The Fund has not acquired during its most recent fiscal year securities of its regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act, or their parents.

Item 23. Tax Status

              The Fund intends to continue to qualify as a regulated investment company under the IRC, as it has in each year since the inception of its operations, so as to be relieved of U.S. federal income tax on net investment income and net capital gains distributed to shareholders.

              Dividends paid by the Fund from its ordinary income and distributions of the Fund's net realized short-term capital gains are taxable to shareholders as ordinary income, except to the extent that a reduced capital gains rate applies to QDI. Ordinary income dividends treated as QDI are taxed at the same rates as long-term capital gains. However, even though such QDI is taxed at the same rates as long-term capital gains, such QDI will not be considered long-term capital gains for other U.S. federal income tax purposes. For example, a shareholder generally will not be permitted to offset ordinary income dividends with capital losses. Short-term capital gain distributions will continue to be taxed at ordinary income rates. In addition, so long as the Fund has capital loss carryovers, distributions derived from long-term capital gains in the Fund's portfolio may constitute ordinary income, rather than capital gains, to shareholders.

              Dividends from ordinary income may be eligible for the dividends-received deduction available to corporate shareholders. Under its charter, the Fund is required to designate dividends paid on its remarketed preferred stock as qualifying for the dividends-received deduction to the extent such dividends do not exceed the Fund's qualifying income. In the event the Fund is required to allocate all of its qualifying income to dividends on the remarketed preferred stock, dividends payable on the common stock and the auction preferred stock will not be eligible for the dividends-received deduction. Any distributions attributable to the Fund's net realized long-term capital gains are taxable to shareholders as long-term capital gains, regardless of the holding period of shares of the Fund. Under current law, the maximum tax rate on long-term capital gains is generally 35% for corporate shareholders and 15% for non-corporate shareholders. Without future congressional action, the maximum tax rate on long-term capital gains would return to 20% in 2011 for non-corporate shareholders, and the maximum tax rate on QDI would move to 39.6% in 2011 for non-corporate shareholders.

              The Fund intends to distribute substantially all its net investment income and net realized capital gains in the year earned or realized. A dividend reinvestment plan is available to all holders of common stock of the Fund. Under the dividend reinvestment plan, all cash distributions to participating shareholders are reinvested in additional shares of common stock. See Item 10.1(d).

              As of December 31, 2006, the Fund had tax capital loss carryovers of $150,585,405, which will expire in 2011.

Item 24. Financial Statements

The financial statements listed below are incorporated herein by reference from the Fund's Annual Report to Shareholders for the year ended December 31, 2006 as filed on Form N-CSR with the Securities and Exchange Commission on March 2, 2007 (no. 811-4915). All other portions of the Annual Report to Shareholders are not incorporated herein by reference and are not part of the Registration Statement. A copy of the Annual Report to Shareholders may be obtained without charge by writing to the Fund at its address at 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603 or by calling the Administrator toll free at 888 878-7845.

                - -           Report of independent public accountants

                - -           Schedule of Investments at December 31, 2006

                - -           Balance Sheet at December 31, 2006

                - -           Statement of Operations for the year ended December 31, 2006

                -           Statement of Changes in Net Assets for the years ended December 31, 2006 and 2005

                - -           Statement of Cash Flows for the year ended December 31, 2006

                -           Notes to Financial Statements

                -           Financial Highlights - Selected Per Share Data and Ratios

PART C:  OTHER INFORMATION

Item 25. Financial Statements and Exhibits

              1.           Financial Statements

In Part B:

Report of independent public accountants

Schedule of Investments at December 31, 2006

Balance Sheet at December 31, 2006

Statement of Operations for the year ended December 31, 2006

Statement of Changes in Net Assets for the years ended December 31, 2006 and 2005

Statement of Cash Flows for the year ended December 31, 2006

Notes to Financial Statements

Financial Highlights - Selected Per Share Data and Ratios

In Part C:

None

              2.           Exhibits

a.1	Articles of Amendment and Restatement filed May 11, 2006 (Incorporated by reference from post-effective amendment no. 52 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
a.2	Articles Supplementary filed June 2, 2006 (Incorporated by reference from post-effective amendment no. 52 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
a.3	Form of Articles Supplementary Creating Series T and Series TH of Auction Preferred Stock filed July 14, 2006 (Incorporated by reference from post-effective amendment no. 53 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
a.4	Certificate of Correction to Articles of Amendment and Restatement filed August 4, 2006
a.5	Certificate of Correction to Articles Supplementary filed August 4, 2006
b.	Bylaws (Incorporated by reference from post-effective amendment no. 52 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
c.	None
d.1	Specimen common stock certificate (Incorporated by reference from Registrant's registration statement on Form N-2, no. 33-10421)
d.2	Form of certificate of Remarketed Preferred Stock, Series A (Incorporated by reference from pre-effective amendment no. 2 to Registrant's registration statement on Form N-2, no. 33-22933)
d.3	Form of certificate of Remarketed Preferred Stock, Series B (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 33-24101)
d.4	Form of certificate of Remarketed Preferred Stock, Series C (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 33-24100)
d.5	Form of certificate of Remarketed Preferred Stock, Series D (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 33-24102)
d.6	Form of certificate of Remarketed Preferred Stock, Series E (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 33-24099)
d.7	Form of certificate of Remarketed Preferred Stock, Series I (Incorporated by reference from pre-effective amendment no. 2 to Registrant's registration statement on Form N-2, no. 33-22933)
d.8	Form of certificate of Auction Preferred Stock, Series M (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 333-130598)
d.9	Form of certificate of Auction Preferred Stock, Series W (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 333-130598)
d.10	Form of certificate of Auction Preferred Stock, Series F (Incorporated by reference from pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 333-130598)
d.11	Form of certificate of Auction Preferred Stock, Series T (Incorporated by reference from post-effective amendment no. 52 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
d.12	Form of certificate of Auction Preferred Stock, Series TH (Incorporated by reference from post-effective amendment no. 52 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
e.	Document setting forth the terms of Registrant's dividend reinvestment plan (Incorporated by reference from post-effective amendment no. 46 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
f.	None
g.1	Investment Advisory Agreement (Incorporated by reference from post-effective amendment no. 39 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
g.2	Service Agreement (Incorporated by reference from post-effective amendment no. 39 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
g.3	Administration Agreement (Incorporated by reference from post-effective amendment no. 39 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
h.	Not applicable
i.	Not applicable
j.1	Custody Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
j.2	Foreign Custody Manager Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
k.1	Fund Accounting Agreement (Incorporated by reference from post-effective amendment no. 45 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-4915)
k.2	Form of Remarketing Agreement (Incorporated by reference from exhibit k.3 to pre-effective amendment no. 3 to Registrant's registration statement on Form N-2, no. 33-22933)
k.3	Form of Paying Agent Agreement (Incorporated by reference from exhibit k.4 to pre-effective amendment no. 3 to Registrant's registration statement on Form N-2, no. 33-22933)
k.4	Form of Amended and Restated Auction Agency Agreement (Incorporated by reference from post-effective amendment no. 53 to Registrant's registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-04915)
k.5	Form of Moody's Preferred Stock Guidelines (Incorporated by reference from Exhibit k.11 to pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 333-130598)
k.6	Form of Standard & Poor's Preferred Stock Guidelines (Incorporated by reference from Exhibit k.12 to pre-effective amendment no. 1 to Registrant's registration statement on Form N-2, no. 333-130598)
l.	Not applicable
m.	Not applicable
n.	Not applicable
o.	Not applicable
p.	Subscription Agreement for initial capital (Incorporated by reference from Registrant's registration statement on Form N-2, no. 33-10421)
q.	Not applicable
r.1	Amended and Restated Code of Ethics of Registrant
r.2	Amended and Restated Code of Ethics of Duff & Phelps Investment Management Co. (investment adviser to Registrant)

Item 26. Marketing Arrangements

                Not applicable.

Item 27. Other Expenses of Issuance and Distribution

                Not applicable.

Item 28. Persons Controlled by or Under Common Control

                The Fund does not consider that it is controlled, directly or indirectly, by any person. The information in Item 20 is incorporated herein by reference.

Item 29. Number of Holders of Securities

Title of Class	Number of Record Holders March 31, 2007
Common Stock, $.001 par value	24,408
Preferred Stock, $.001 par value	1

Item 30. Indemnification

Maryland law permits a corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Registrant's charter contains a provision which eliminates directors' and officers' liability to the maximum extent permitted by Maryland law.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant's charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding unless it is established that:

the act or omission was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty,

the director or officer actually received an improper personal benefit in money, property or services or in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the prescribed standard of conduct is not met. However, indemnification for an adverse judgment in a suit by or in the right of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

The Registrant's charter obligates it, to the maximum extent permitted by Maryland law but subject to the exclusion required by Section 17(h) of the Investment Company Act of 1940, to indemnify (a) any present or former director or officer or (b) any director or officer who, at the Registrant's request, serves another enterprise as a director or officer. The Bylaws of the Registrant obligate it to provide advance of expenses to the fullest extent permitted by Maryland law, except as limited by the Investment Company Act of 1940. Additionally, the Registrant's Bylaws permit it to indemnify any other employees or agents of the Registrant to the extent authorized by the Registrant's Board of Directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

The Registrant, its directors and officers, the Adviser and persons affiliated with them are insured under policies of insurance maintained by the Registrant and the Adviser, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers. The policies expressly exclude coverage for any director or officer whose personal dishonesty, fraudulent breach of trust, lack of good faith, or intention to deceive or defraud has been finally adjudicated or may be established or who willfully fails to act prudently.

Item 31. Business and Other Connections of Investment Adviser

Neither the Adviser, nor any of its directors or executive officers, has at any time during the past two years been engaged in any other business, profession, vocation or employment of a substantial nature either for its or his own account or in the capacity of director, officer, employee, partner or trustee, except as indicated in this Registration Statement.

Item 32. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained at the offices of the Fund (55 East Monroe Street, Suite 3600, Chicago, Illinois 60603), the Adviser, the Administrator and the Fund's custodian and transfer agents. See Items 9.1(b), 9.1(d) and 9.1(e) for the addresses of the Adviser, the Administrator and the Fund's custodian, transfer agent and auction agent.

Item 33. Management Services

                Not applicable.

Item 34. Undertakings

                Not applicable.

SIGNATURE

                Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and State of Illinois, on April 27, 2007.

DNP SELECT INCOME FUND INC.

By:  /s/ Nathan I. Partain                     

Nathan I. Partain

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description	Sequential Page No.
a.4	Certificate of Correction to Articles of Amendment and Restatement filed August 4, 2006
a.5	Certificate of Correction to Articles Supplementary filed August 4, 2006
r.1	Amended and Restated Code of Ethics of Registrant
r.2	Amended and Restated Code of Ethics of Duff & Phelps Investment Management Co. (investment adviser to Registrant)

EX-99.2A CHARTER 2 exhibit_a4.htm

Exhibit a.4

CERTIFICATE OF CORRECTION
to
ARTICLES OF AMENDMENT AND RESTATEMENT
of
DNP SELECT INCOME FUND INC.
 

DNP Select Income Fund Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland (the "Department") that:

FIRST:  Articles Supplementary of the Corporation, dated March 28, 2006 (the "Articles Supplementary"), classifying previously authorized but unissued shares of preferred stock as shares of Auction Preferred Stock, Series M, par value $.001 per share, Auction Preferred Stock, Series W, par value $.001 per share, and Auction Preferred Stock, Series F, par value $.001 per share, were filed with the Department on March 29, 2006, the terms of the Articles Supplementary were incorporated as Article Fifteenth of Articles of Amendment and Restatement of the Corporation, dated May 11, 2006 (the "Articles of Amendment and Restatement"), were filed with the Department on May 11, 2006, and Article Fifteenth of the Articles of Amendment and Restatement requires correction as permitted by Section 1-207 of the Maryland General Corporation Law.

SECOND:  (A) Section 2(d)(ii) of Part I of Article Fifteenth of the Articles of Amendment and Restatement, as previously filed and to be corrected hereby, reads as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 365 if such Dividend Period is a Standard Dividend Period and 360 in all other cases, and applying the rate obtained against $25,000.

(B) Section 2(d)(ii) of Part I of Article Fifteenth of the Articles of Amendment and Restatement, as corrected hereby, shall read as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 360, and applying the rate obtained against $25,000.

THIRD: The undersigned President acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, DNP Select Income Fund Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on August 4, 2006.

WITNESS:	DNP SELECT INCOME FUND INC.
/s/ T. Brooks Beittel	By: /s/ Nathan I. Partain
T. Brooks Beittel	Nathan I. Partain
Secretary	President

EX-99.2A CHARTER 3 exhibit_a5.htm

Exhibit a.5

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
DNP SELECT INCOME FUND INC.

DNP Select Income Fund Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland (the "Department") that:

FIRST: Articles Supplementary of the Corporation, dated July 14, 2006 (the "Articles Supplementary"), classifying previously authorized but unissued shares of preferred stock as shares of Auction Preferred Stock, Series T, par value $.001 per share, and Auction Preferred Stock, Series TH, par value $.001 per share, were filed with the Department on July 14, 2006, and the Articles Supplementary require correction as permitted by Section 1-207 of the Maryland General Corporation Law.

SECOND: (A) Section 2(d)(ii) of Part I of the Articles Supplementary, as previously filed and to be corrected hereby, reads as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 365 if such Dividend Period is a Standard Dividend Period and 360 in all other cases, and applying the rate obtained against $25,000.

(B) Section 2(d)(ii) of Part I of the Articles Supplementary, as corrected hereby, shall read as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 360, and applying the rate obtained against $25,000.

THIRD: The undersigned President acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 IN WITNESS WHEREOF, DNP Select Income Fund Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on August 4, 2006.

WITNESS:	DNP SELECT INCOME FUND INC.
/s/ T. Brooks Beittel	By: /s/ Nathan I. Partain
T. Brooks Beittel	Nathan I. Partain
Secretary	President

EX-99.2R CODE ETH 4 exhibit_r1.htm

Exhibit r.1

DNP SELECT INCOME FUND INC.

AMENDED AND RESTATED CODE OF ETHICS

I.           Applicability

            This Amended and Restated Code of Ethics (the "Code"), adopted by the Board of Directors of DNP Select Income Fund Inc. (the "Fund") pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act"), establishes rules of conduct for "Covered Persons" or "Access Persons" (each as defined in this Code) of the Fund.  For purposes of this Code, "Covered Person" or "Access Person" shall mean any director, officer or "Advisory Person" of the Fund or its investment adviser and "Advisory Person" of the Fund or its investment adviser means:

(A)  any director, officer, general partner  or employee of the Fund or its investment adviser (or any company in a control relationship to the Fund or its investment adviser) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding, the purchase or sale of securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

(B)  any natural person in a control relationship to the Fund or its investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of securities by the Fund.

            For purposes of this Article I, a person does not become a Covered Person solely by reason of (i) normally assisting in the preparation of public reports or receiving public reports, but not receiving information about current recommendations or trading; or (ii) a single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.

II.         Statement of General Principles

            The general fiduciary principles that govern the personal trading activities of a Covered Person are as follows:

(A)  the duty at all times to place the interests of the shareholders of the Fund first;

(B)  the requirement that all personal securities transactions be conducted in a manner which does not interfere with the Fund's portfolio transactions so as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and

(C)  the fundamental standard that Covered Persons should not take inappropriate or unfair advantage of their relationship with the Fund.

Covered Persons must adhere to these general principles as well as comply with the Code's specific provisions.

III.        Prohibitions

(A)  No Covered Person shall purchase or sell, directly or indirectly, any security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (as defined in Attachment A hereto) and which he knows at the time of such purchase or sale:

(1)  is being considered for purchase or sale by the Fund; or

(2)  is being purchased or sold by the Fund.

No Advisory Person shall purchase or sell a security when the Fund has a pending purchase or sale of the same security until the Fund's order has been completed or withdrawn.  If the proposed personal trade is on the same side as the completed Fund transaction, the personal trade cannot occur within two days of the Fund transaction (i.e., neither at T or T + 1 calendar day).  If the proposed trade is on the opposite side of the completed Fund transaction in that security, the personal trade cannot occur within three days after the Fund transaction (i.e., T + 2 calendar days or later).

No Advisory Person who is entrusted with the day-to-day management of the Fund's portfolio may directly or indirectly acquire or dispose of beneficial ownership of a security within seven calendar days before or after the Fund trades in that security.

No Advisory Person shall profit in the purchase and sale or sale and purchase, of the same (or equivalent) securities of an issuer within 60 calendar days if the Fund purchases or sells the same (or equivalent) securities of such issuer during such 60-day period.  Any profit realized on such short-term trades shall be disgorged.

For purposes of Article III(A)(1), a security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person receives information that would lead such person in his or her normal course of business to consider making such a recommendation.

(B)  No Covered Person shall recommend any securities transaction by the Fund without having disclosed his interest, if any, in such securities or the issuer of the securities, including without limitation:

(1)  such person's direct or indirect beneficial ownership of any securities of such issuer;

(2)  any contemplated transaction by such person in such securities;

(3)  any position with such issuer or its affiliates; and

(4)  any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

(C)  No Covered Person shall, directly or indirectly in connection with the purchase or sale of any securities held or to be acquired by the Fund:

(1)  employ any device, scheme or artifice to defraud the Fund; or

(2)  make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3)  engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(4)  engage in any manipulative practice with respect to the Fund.

(D)  No Advisory Person shall purchase, directly or indirectly, or by reason of such transaction acquire, any direct or indirect beneficial ownership (as defined in Attachment A hereto) of any securities in an initial public offering or a private placement transaction, without prior approval in accordance with this Code.

(E)  No Covered Person shall accept any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Fund.

(F)  No Advisory Person shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is managed by the employer of such Advisory Person or by any affiliated adviser/sub-adviser.  For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period.  The foregoing restrictions shall not apply to Advisory Persons investing in mutual funds through asset allocation programs, automatic reinvestment programs and any other non-volitional investment vehicles.  Advisory Persons shall provide annual and quarterly certifications as to their compliance with this restriction.

(G)  No Covered Person shall (i) purchase or sell the security of any issuer on the basis of material nonpublic information about that security or issuer, or (ii) divulge such information in breach of a duty of trust or confidence that is owed directly, indirectly or derivatively, to the issuer of that security, the shareholders of that issuer or any other person who is the source of such information.

            For purposes of this Code, the term "security" shall have the meaning set forth in Section 2(a)(36) of the Act, provided that the term "security" shall not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies, other than investment companies to which the Fund's investment adviser or any company in a control relationship to the Fund's investment adviser acts as the investment adviser or principal underwriter.

IV.        Exempt Transactions

            The prohibitions described in paragraph (A) of Article III and the prior approval requirements described in Article V shall not apply to:

(A)  purchases or sales effected in any account over which the Covered Person has (i) no direct or indirect influence or control or (ii) given discretionary investment authority to an independent third party;

(B)  purchases or sales of securities of an issuer of the type in which the Fund does not typically invest;

(C)  purchases or sales that are non-volitional on the part of the Covered Person;

(D)  transactions effected pursuant to a program (including a dividend reinvestment plan) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation (an "Automatic Investment Plan");

(E)  purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

(F)  purchases or sales for which the Covered Person has received prior approval from the Chief Compliance Officer of the Fund's investment adviser or such individual's designee (the "Compliance Officer") in accordance with this Code; or

(G)  purchase or sales of securities issued under an employee stock purchase or incentive program of the Fund's investment adviser, unless such purchases or sales are otherwise restricted.

V.        Prior Approval for Non-Exempt Transactions

(A)  Only the following categories of Covered Persons are subject to the prior approval requirements of this Article V:

(1) Any Advisory Person,

(2) Any director of the Fund who is an "interested person" (as defined in the Act) with respect to the Fund, and

(3) Any director of the Fund, whether or not an "interested person," who at the time of the purchase or sale of a security either knows, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should know, that such security is being purchased or sold by the Fund or is being considered for purchase or sale by the Fund.

(B)  No Covered Person who is otherwise subject to the prior approval requirements of this Article V shall be required to obtain prior approval for any personal securities transaction that is exempt under Article IV above or for any purchase or sale of up to 500 shares of stock of an issuer that is included in the calculation of the Standard & Poor's 500 Composite Stock Index at the time of such purchase or sale.

(C)  Before engaging in a personal securities transaction (other than a transaction exempted under paragraph (B) of this Article V), a Covered Person who fits within any of the categories specified in paragraph (A) of this Article V must submit to the Compliance Officer in writing a completed and executed Personal Trading Request for Pre-Clearance (the form of which is appended hereto as Attachment B), which shall set forth the details of the proposed transaction.  Approval of the transaction as described on such form shall be evidenced by the signature of the Compliance Officer thereon.  A copy of all prior approval forms, with all required signatures, shall be retained by the Compliance Officer.

(D)  Upon receipt of a Personal Trading Request for Pre-Clearance, the Compliance Officer shall have the sole discretion to pre-approve a personal securities transaction, and thereby exempt such transaction from the restrictions of this Code.  The Compliance Officer shall make such determination in accordance with the following:

(1) Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code and Section 17(j) of the Act.  To illustrate, a purchase or sale shall be considered consistent with those purposes if such purchase or sale is only remotely potentially harmful to the Fund because such purchase or sale would be unlikely to affect a highly institutional market, or because such purchase or sale is clearly not related economically to the securities held, purchased or sold by the Fund.

(2) Prior approval shall take into account, among other factors:

(a) whether the investment opportunity should be reserved for the Fund and its shareholders and whether the opportunity is being offered to the Covered Person by virtue of the Covered Person's position with the Fund;

(b) whether the amount or nature of the transaction or person making it is likely to affect the price or market for the security;

(c) whether the Covered Person making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered by the Fund;

(d) whether the security proposed to be purchased or sold is one that would qualify for purchase or sale by the Fund; and

(e) whether the transaction is non-volitional on the part of the individual, such as receipt of a stock dividend or a sinking fund call.

(E)  In any case where the Compliance Officer determines to grant prior approval for the acquisition by a Covered Person of securities in an initial public offering or a private placement transaction, he or she shall maintain a record of the reasons supporting such determination and retain such record with the prior approval form in accordance with the provisions of Article VII(I)(6) below.  In all other cases where prior approval is granted in accordance with this Code, the Compliance Officer is not required to specify any reason for such determination.

(F)  If approval is given to the Covered Person in accordance with this Code to engage in a securities transaction, the Covered Person is under an affirmative obligation to disclose that position if such Covered Person plays a material role in the Fund's subsequent investment decision regarding the same issuer.  In such circumstances, a review of the Fund's investment decision to purchase securities of the issuer by investment personnel with no personal interest in the issuer shall be conducted.

(G)  Approval granted to the Covered Person in accordance with this Code is only valid through the business day next following the day such approval is given.

VI.       Reporting

(A)  Initial Holdings Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment C) to the Compliance Officer not later than 10 days after the person becomes a Covered Person.  The report must contain the following information (current as of a date not more than 45 days prior to the date the person becomes a Covered Person):

(1) the title, number of shares and principal amount of each security in which the Covered Person had any direct or indirect beneficial ownership when the person became a Covered Person;

(2) the name of any broker, dealer or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

(3) the date that the report is submitted by the Covered Person.

(B)  Quarterly Transaction Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment D) to the Compliance Officer not later than 15 days after each calendar quarter containing:

(1) the following information about any transaction (other than a transaction effected pursuant to an Automatic Investment Plan) during the quarter in which the Covered Person had any direct or indirect beneficial ownership:

(a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security involved;

(b)  the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)  the price at which the transaction was effected;

(d)  the name of the broker, dealer or bank with or through whom the transaction was effected;

(e)  the date that the report is submitted by the Covered Person;

(2) the following information about any account established by the Covered Person in which any securities were held during the quarter for the direct or indirect benefit of the Covered Person:

(a) the name of the broker, dealer or bank with whom the Covered Person established the account;

(b) the date the account was established; and

(c) the date that the report is submitted by the Covered Person.

(C)  Annual Holdings Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment E) to the Compliance Officer not later than January 31 of each year containing the following information:

(1) the title, number of shares and principal amount of each security in which the Covered Person had any direct or indirect beneficial ownership as of December 31 of the preceding year;

(2) the name of any broker, dealer or bank with whom the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person as of December 31 of the preceding year;

(3) the date that the report is submitted by the Covered Person; and

(4) a certification by the Covered Person that he or she has read and understood the Code and has complied with the Code's requirements.

(D)  Exceptions from Reporting Requirements.

(1) A Covered Person shall not be required to include in any report made under this Article VI any transactions effected for, and securities held in, any account over which such person (i) does not have any direct or indirect influence or control or (ii) has given discretionary authority to an independent third party.

(2) Any person who is a Covered Person by virtue of being a director of the Fund, but who is not an "interested person" (as defined in the Act) with respect to the Fund:

(a) need not make an initial holdings report under Article VI(A) above or an annual report under Article VI(C) above; and

(b) need not make a quarterly transaction report under Article VI(B) above unless such person, at the time of any transaction during the quarter, knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should have known, that the security such person purchased or sold is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund.

(E) Any report submitted to comply with the requirements of this Article VI may contain a statement that the report shall not be construed as an admission that the person making such report has any direct or indirect beneficial ownership in the security to which the report relates.

(F) A Covered Person will be deemed to have complied with the requirements of Article VI(B) above by (i) causing to be sent to the Compliance Officer duplicate monthly brokerage statements on all transactions required to be reported thereunder, or (ii) providing to the Compliance Officer the requisite information on all transactions required to be reported hereunder through a transaction monitoring system, which may or may not be automated, each within the requisite time period and in a manner acceptable to the Compliance Officer.  All Advisory Persons shall have duplicate monthly brokerage statements sent directly to the Compliance Officer.

(G) A Covered Person shall immediately report any violations or potential violations of the Code of which he or she becomes aware to the Compliance Officer.  No Covered Person will be terminated from employment or otherwise retaliated against for making such a report.

VII.       Administration and Procedural Matters

The Compliance Officer shall:

(A)  furnish a copy of this Code to each Covered Person;

(B)  notify each Covered Person of his or her obligation to file reports as provided by this Code;

(C)  report to the Board of Directors the facts contained in any reports filed with the Compliance Officer pursuant to this Code when any such report indicates that a Covered Person purchased or sold a security held or to be acquired by the Fund;

(D)  supervise the implementation of this Code by the Adviser and the enforcement of the terms hereof by the Adviser;

(E)  determine whether any particular securities transaction should be exempted pursuant to the provisions of this Code;

(F)  issue either personally or with the assistance of counsel as may be appropriate, any interpretation of this Code which may appear consistent with the objectives of Rule 17j-1 and this Code;

(G)  conduct such inspections or investigations as shall reasonably be required to detect and report any apparent violations of this Code to the Board of Directors of the Fund or any Committee appointed by them to deal with such information;

(H) furnish to the Board of Directors, no later than August 31 of each year, a written report that:

(1) describes any issues arising under this Code or related procedures since the last report to the Board of Directors, including, but not limited to:

(a) information about material violations of this Code or related procedures,

(b) sanctions imposed in response to such material violations,

(c) the number of reports filed with the Compliance Officer pursuant to this Code during the preceding calendar year,

(d) the failure during the preceding calendar year by any Covered Person to file a report pursuant to this Code when such a report should have been filed,

(e) the number of such reports filed during the preceding calendar year that indicated that a Covered Person purchased or sold a security held or to be acquired by the Fund and

(f) such other matters as the Board of Directors may request; and

(2) certifies that the Fund has adopted procedures reasonably necessary to prevent Covered Persons from violating this Code; and

(I)  maintain and cause to be maintained in an easily accessible place, the following records:

(1) a copy of any Code adopted pursuant to Rule 17j-1 which has been in effect during the past five (5) years;

(2) a record of any violation of any such Code that occurred during the current year and the past five (5) calendar years and of any action taken as a result of such violation;

(3) a copy of each report made by a Covered Person during the current year and the past five (5) calendar years as required by Rule 17j-1 and Article VI of this Code, including any information provided in lieu of the reports under Article VI(F) above;

(4) a list of all persons, currently or within the past five (5) years, who are or were required to make reports pursuant to Rule 17j-1 under Article VI above, or who are or were responsible for reviewing those reports, together with an appropriate description of their title or employment;

(5) a copy of each report made by the Compliance Officer pursuant to Article VII(H) above during the current year and the past five (5) calendar years; and

(6) a record of any decision made during the current year and the past five (5) calendar years by the Compliance Officer, and the reasons supporting each such decision, to grant prior approval pursuant to Article V of this Code for the acquisition by a Covered Person of securities in an initial public offering or a private placement transaction.

VIII.      Sanctions

            Upon discovering that a Covered Person has not complied with the requirements of this Code, the Board of Directors of the Fund or the Fund's investment adviser may impose on such Covered Person whatever sanctions the Board deems appropriate, including, among other things, fines, a letter of censure, suspension or termination of such Covered Person's position with the Fund and/or restitution of an amount equal to the difference between the price paid or received by the Fund and the more advantageous price paid or received by such Covered Person.

            The Board of Directors, in its discretion, may impose any of the sanctions set forth in this Article VIII for any violations of the requirements of this Code, including but not limited to, the filing by any Covered Person of any false, incomplete or untimely reports contemplated by Article VI of the Code.

IX.        Confidentiality

            All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization only to the extent required by law or regulation.

X.        Other Laws, Rules and Statements of Policy

            Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Fund.

XI.        Further Information

            If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions, he or she should consult the Compliance Officer.

XII.       Certification By Advisory Persons

            All Advisory Persons of the Fund must submit a certificate (the form of which is included as Section III of Attachment C) that they have read and understand this Code and recognize that as a Covered Person they are subject to the terms of this Code.  All Advisory Persons of the Fund shall agree to certify on an annual basis that they have complied with the requirements of this Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

Dated: August 18, 2006.

Attachment A

Certain Definitions

            The term "beneficial ownership" as used in the attached Code of Ethics (the "Code") is to be interpreted by reference to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Rule"), except that the determination of direct or indirect beneficial ownership for purposes of the Code must be made with respect to all securities that a Covered Person has or acquires. Under the Rule, a person is generally deemed to have beneficial ownership of securities if: (1) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, the securities and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, the securities; and (2) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A person is deemed to have voting and/or investment power with respect to securities within the meaning of the Rule if the person has the right to acquire beneficial ownership of the security within 60 days, including any right to acquire the security; through the exercise of any option, warrant or right; through the conversion of a security; pursuant to the power to revoke a trust, discretionary account or similar arrangement; or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.

            The term "pecuniary interest" in particular securities is generally defined in the Rule to mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. A person is deemed to have an "indirect pecuniary interest" within the meaning of the Rule in any securities held by members of the person's immediate family sharing the same household, the term "immediate family" including any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as well as adoptive relationships. Under the Rule, an indirect pecuniary interest also includes, among other things: a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; a person's right to dividends that is separated or separable from the underlying securities; a person's interest in certain trusts; and a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable, the term "derivative security" being generally defined as any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with, or value derived from, the value of an equity security. For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity's portfolio.

Attachment B

Pre-Clearance Request for Personal Trading

PERSONAL & CONFIDENTIAL		Fax:  Attn: Maureen/Joyce 312-630-2460
Questions:	Maureen Carney  (312) 630-4605
	Joyce Riegel        (312) 630-4641
Office Code:  DPIM Chicago
Employee:		Extension:
	(Print Name)

I am a:      Portfolio Manager Advisory Person Access Person

In accordance with the Code of Ethics for the Fund, I hereby request pre-clearance for the following trade:

Name of Security:	Symbol	# Shares
stock (common or preferred); bonds (coupon/maturity); options (strike/expiration)

Purchase Sale   Short Sale

Name of Broker:   A/C#

  Request pre-clearance for investment in the following Private Placement: 

  Check here if proposed purchase is an (IPO) Initial Public Offering.

  Notification of New Brokerage A/C#   Name of Broker:

 Date the account was opened: 

  I have requested that my broker provide duplicate confirmations and statements to Duff & Phelps
  Investment Management Co.'s Compliance Department.

I certify that:
1.	I have received and read the Code within the past year and believe that the consummation of this transaction is consistent with the Code's policy of requiring disclosure, detection and avoidance of conflicts of interest in personal trading activities.
2.	If approved, I will execute the trade within 1 business day of approval and have my broker deliver confirmation of the trade execution within 3 business days.

Employee Signature:	Date:
APPROVED:	Date:	/ Time:
NOT APPROVED:	Date:	/ Time:

NOT APPROVED / REASON:                            

  QST\Pre-Clear.Form (3/06)

Attachment C

INITIAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION

FROM:
	Print Your Name

Please provide the information requested under each section: Section I.

1.	The following securities are owned by me or members of my immediate family.
2.	Please include securities such as private placements. You do not need to include open-end mutual funds unless you own the Phoenix funds.
3.	In lieu of completing the table, you may check the box at the bottom of the table.
4.	If you hold NO securities, please write "NONE" in the table.

 NO. OF SHARES NAME OF SECURITY BROKER(S)

I certify that I have instructed my broker to provide duplicate confirmations and periodic brokerage statements directly to you and that, except as listed above, there are no other holdings to report.

Section II.

BROKERAGE ACCOUNT LISTING

1.	The following is a list of all my securities brokerage accounts. Be advised that the securities firms identified below have been instructed to provide duplicate confirmations and statements to the Compliance Officer, Duff & Phelps Investment Management Co. If you need more space, please make and attach an additional copy of this form. Please print or type.
2.	If you do not have a securities brokerage account, please write "NONE" in the table.

NAME , ADDRESS, AND TELEPHONE NUMBER OF FIRM WHERE ACCOUNT IS HELD (e.g. Fidelity Investments)  ACCOUNT
NUMBER MANAGED ACCOUNT? Y/N ACCOUNT NAMES
 (e.g. John Smith, IRA)

Section III.

I certify that I have read and understood the Code of Ethics and Insider Trading Policy and have complied, and shall continue to comply, with its terms.

Signature:                                                                                        Date:                                                     

After you sign and date this form, please return this form to:

Maureen Carney
Compliance Officer
Duff & Phelps Investment Management Co.
55 E. Monroe Street, 36^th Floor
Chicago, IL 60603

Attachment D

PLEASE BE ADVISED,
ONLY EMAIL RESPONSES FOR QUARTERLY REPORTING WILL BE ACCEPTED

QUARTERLY SECURITIES TRANSACTIONS REPORTING
For Period Ending:               , 200__

Please complete and return via email by ______________, 200__  to
Maureen Carney or Code Reports. E-Sign and date at the bottom.

Please put an "X" next to each statement below that applies to you:

____	From __/1/06 to __/30/06, neither I nor my immediate family members made reportable securities transactions.
____	From __/1/06 to __/30/06, I and/or my immediate family members made reportable securities transactions through a broker, and:
	____	A.  I have advised Compliance of my brokerage account(s) and any brokerage account(s) of my immediate family member(s), and I have instructed the broker(s) to send duplicate confirms and statements to the Compliance Dept.
	____	B.  I have not yet advised Compliance of my brokerage account(s) or any brokerage account(s) of my immediate family members, and I have not yet instructed the broker(s) to send duplicate confirms and statements to the Compliance Dept. (See below for additional instructions)

If you selected "B" above, please list your transactions for the 1^st quarter on the Quarterly Securities Transactions Reporting Form Page 2 and email your reply to Maureen Carney or Code Reports.

____	From __/1/06 to __/30/06, I and/or my immediate family members made reportable securities transactions that would not be included on brokerage statement received by the Compliance Department such as my Phoenix-Fidelity SIP 401(k) statement.  (See box below for additional instructions)
		If you selected the above statement, please complete the Quarterly Securities Transactions Reporting Form Page 2 and email your reply to Maureen Carney or Code Reports.

	Transactions that would not be included on a brokerage statement received by the Compliance Department:
	1.	Phoenix affiliated open or closed end mutual fund transactions not included in any brokerage account statements, including your Phoenix-Fidelity SIP 401(k) for which we do not request or require you to provide copies of confirms or statements to the Compliance Department
	2.	A direct purchase of stock from an issuer
	3.	A Private Placement transaction
	4.	A Limited Partnership transaction
	5.	Any securities received as a gift
Signature:			Date:

QUARTERLY SECURITIES TRANSACTIONS REPORT - Page 2 of 2
For Period Ending: _____________, 200__

________________________________________
Please print or type your name

Please furnish, by _____________, 200__, the following information for all security transactions (purchases and sales) made from __/1/06 through __/30/06 that are subject to the reporting requirements of the Fund's Code of Ethics but have not been provided to the Compliance Department. (Access Persons must include all Phoenix affiliated open and closed end mutual fund transactions that would not be included in any brokerage statement(s) that the Compliance Department would receive; this will include any Phoenix affiliated mutual fund transactions in your Phoenix-Fidelity SIP 401(k) for which we do not request or require copies of broker confirms or statements to be provided to the Compliance Department).

PURCHASES

NO. OF
SHARES NAME OF SECURITY PRICE PER SHARE TRADE
DATE BROKER
(Name of Brokerage Firm) DATE OF
PRE-
CLEARANCE
(if applicable)

SALES

NO. OF
SHARES NAME OF SECURITY PRICE PER SHARE TRADE
DATE BROKER
(Name of Brokerage Firm) DATE OF
PRE-
CLEARANCE
(if applicable)

Signature: ____________________________________       Date: _____________

Attachment E

  THIS FORM MUST BE RETURNED IN PERSON WITH A MANUAL EXECUTION, FAXES AND EMAILS WILL NOT BE ACCEPTED.

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
AND CODE OF ETHICS CERTIFICATION
January __, 200__

FROM:    ___________________________________________
                Print Your Name
 

Please provide the information requested under each section.

SECTION I - Brokerage Account Listings:

1.	The following is a list of all my securities brokerage accounts.  Be advised that the securities firms identified below have been instructed to provide duplicate confirmations and statements to DPIM Compliance.  (If you need more space, there is an additional copy of this form attached.)  Please print or type.
2.	If you do not have a securities brokerage account, please write "NONE" in the table.

NAME , ADDRESS, AND TELEPHONE NUMBER OF FIRM WHERE ACCOUNT IS HELD (e.g. Fidelity Investments) ACCOUNT NUMBER MANAGED ACCOUNT?
Y/N ACCOUNT NAMES (e.g. John Smith, IRA)

SECTION II – Holdings:

1.	The following securities are owned by me or members of my immediate family as of 12/31/200__.  Please include securities such as private placements, limited partnerships, securities received as a gift, direct purchases of stock from an issuer.  You must include Phoenix affiliated mutual funds not included in any received brokerage statements including your Phoenix-Fidelity 401(k) account.
2.	In lieu of completing the table, you may check the box at the bottom of the table.
3.	If you hold NO securities, please write "NONE" in the table.

 NUMBER
 OF SHARES  NAME OF SECURITY  PRINCIPAL
 AMOUNT  BROKER(S)

I certify that I have instructed my broker to provide duplicate confirmations and periodic brokerage statements directly to you and that, except as listed above, there are no other holdings to report.

SECTION III– Execution:
I certify that I have read and understood the Code of Ethics and Insider Trading Policy and have complied, and shall continue to comply, with its terms.

Signature:  Date:

After you sign and date this form, please return by January 31, 200__ to:

Compliance Department - Maureen Carney
Duff & Phelps Investment Management Co.
55 East Monroe Street, 36th Floor
Chicago, IL 60603

1

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION January ___, 200__

SECTION I - Brokerage Account(s) Listing:  (Additional Form)

NAME, ADDRESS, AND TELEPHONE
NUMBER OF FIRM WHERE ACCOUNT IS
HELD (e.g. Fidelity Investments) ACCOUNT
NUMBER MANAGED
ACCOUNT?
Yes / No ACCOUNT NAMES
(e.g. John Smith,
IRA)

2

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION January ___, 200__

SECTION II - - Holdings:  Additional Form

NUMBER OF
SHARES NAME OF
SECURITY PRINCIPAL
AMOUNT BROKER(S)

3

EX-99.2R CODE ETH 5 exhibit_r2.htm

Exhibit r.2

DUFF & PHELPS INVESTMENT MANAGEMENT CO.

AMENDED AND RESTATED
CODE OF ETHICS (August 30, 2006)

1.		Standard of Business Conduct
	A.		Statement of Ethical Principles
			The Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the securities transactions in any managed account. While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the managed account, if they were to trade in securities eligible for investment by the managed account. In view of the foregoing and of the provisions of Section 204-2 under the Investment Advisers Act of 1940, as amended, the Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. When Supervised Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions: Supervised Persons covered by the terms of this Code of Ethics must adhere to the following general principles as well as to the Code's specific provisions:

a)     At all times, the interests of Adviser Clients must be paramount;

b)     Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and

c)     No inappropriate advantage should be taken of any position of trust and responsibility and;

d)     Information concerning the identity of security holdings and financial circumstances of clients is confidential.

e)     Ensure that the investment management and overall business of the firm complies with the policies of Duff & Phelps, Phoenix Companies and applicable U.S. federal and state securities laws and regulations.

f)      Supervised Persons are required to adhere to the standards of business conduct in The Phoenix Companies Code of Conduct.

B.  Unlawful Actions

a)     to employ any device, scheme or artifice to defraud any client;

b)     to make any untrue statement of a material fact to any client or omit to state a material fact necessary in order to make the statements made to any client, in light of the circumstances under which they are made, not misleading;

c)     to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any client; or to engage in any manipulative practice with respect to any client;

d)     to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

2. Definitions

A.	"Supervised Persons" include directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions); Employees of the adviser; and Any other person who provides advice on behalf of the adviser and is subject to the adviser's supervision and control.
B.	"Access Person" means any director, officer, general partners and partners of the adviser (or other persons occupying a similar status or performing similar functions) who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage or is involved in making securities recommendations to clients, or has access to such recommendations that are non-public, or Advisory Person of the Adviser. The Compliance Department shall maintain a list of the Adviser's Access Persons.
C.	"Adviser" means Duff & Phelps Investment Management Co.
D.	"Advisory Person" means (i) any employee of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Adviser for the Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a security. This grouping customarily includes the Portfolio Manager and other investment personnel comprising an investment team, such as an analyst or trader, who provide information and advice that enter into the investment decision to buy or sell a security for a Client.
E.	A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation.
F.	"Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. An Access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person's household.
G.	"Client" means each and every investment company, or series thereof, or other account managed by the Adviser, individually and collectively.
H.	"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act, as amended.
I.	"Initial Public Offering" means a public sale of an issue not previously offered to the public.
J.	"Managed Fund or Portfolio" shall mean those Clients, individually and collectively, for whom the Portfolio Manager makes buy and sell decisions.
K.	"Portfolio Manager" means the person (or one of the persons) entrusted with the day-to-day management of the Client's portfolio.
L.	"Private Placement" or "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.
M.	"Purchase or sale of a reportable security" includes, among other things, the writing of an option or the purchase or sale of a security that is exchangeable for or convertible into, a security that is held or to be acquired for a Client.
N.	"Reportable security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, as amended, and Rule 204A-1 as amended, including all ETFs and UIT ETFs except that it shall not include transactions and holdings in direct obligations of Government of the United States; money market instruments; bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of open-end mutual funds, unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund; and transactions in units of unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds.

3.	Exempted Transactions
	The prohibitions of Section 4 of this Code shall not apply to:

A.	Purchases or sales of reportable securities effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Compliance Officer.
B.	Purchases or sales of reportable securities (1) not eligible for purchase or sale by the Client; or (2) specified from time to time by the Directors, subject to such rules, if any, as the Directors shall specify.
C.	Purchases or sales which are non-volitional on the part of either the Access Person or the Client.
D.	Purchases of shares of reportable securities necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and the subsequent sales of such reportable securities.
E.	Purchases of reportable securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
F.	Purchases or sales of reportable securities issued under an employee stock purchase or incentive program unless otherwise restricted.
G.	Transactions of reportable securities effected pursuant to an automatic investment plan.

4. Prohibited Activities

A.	IPO Rule: No Access Person may purchase any securities in an Initial Public Offering, except with the prior approval of the Compliance Department. This rule also applies to IPO's offered through the Internet.
B.	Private Placement Rule or "Limited Offering": No Access Person may purchase securities any in a Private Placement or Limited Offering unless such purchase has been approved by the Compliance Department. Any such approved purchase should be disclosed to the Client if that issuer's securities are being considered for purchase or sale by the Client.
C.	Pre-Clearance Rule: No Access Person may purchase or sell a reportable security unless such purchase or sale has been pre-cleared by the Compliance Department. Pre-clearance is required prior to executing a trade through a personal brokerage account or an Internet brokerage account. Pre-clearance is also required for transactions in puts, calls, ETF's, UIT ETFs, closed-end funds, and other well-known stock indices (e.g. the S&P 500). Pre-clearance is valid through the next business day (3 p.m. cst) following preclearance approval.
Exceptions: The following reportable securities transactions do not require pre-clearance:

	1.	Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale. The Phoenix Companies Compliance Department maintains this list on the Intranet web site and updates it after the end of each quarter. A paper copy is available for review in the DPIM compliance department.
	2.	Purchase orders of reportable securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities which are redeemed directly by the issuer via mail.
	3.	Transactions of reportable securities effected pursuant to an automatic investment plan.
Note: The Compliance Department may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if nominally permitted under this Code of Ethics, if it is believed that denying preclearance is necessary for the protection of the client or the Adviser. Any such denial may be appealed to the Adviser's Counsel. The decision of Counsel shall be final.
D.     Open Order Rule: No Access Person may purchase or sell, directly or indirectly, any reportable security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, when the Client has a pending "buy" or "sell" order for that security of the same type (i.e. buy or sell) as the proposed personal trade, until the Client's order is executed or withdrawn. Exceptions: The following reportable securities transactions are exempt from the Open Order Rule:

	1.	Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale.
	2.	Purchases or sales of reportable securities approved by the Compliance Department in his/her discretion.
Any profits realized on a personal trade in violation of this Section 4D must be disgorged.
E.     Blackout Rule: If a Portfolio Manager's portfolio holds a reportable security that is the subject of a proposed personal trade by that Portfolio Manager, such personal trade may be permitted only as follows:

		1.	If the proposed personal trade is on the same side as the last portfolio transaction in that security, the personal trade cannot occur within two days of such portfolio transaction (i.e. neither at T nor T + 1 calendar day).
		2.	If the proposed personal trade is on the opposite side of the last portfolio transaction in that security, the personal trade cannot occur unless (a) it is more than two days after the portfolio transaction (i.e. T + 2 calendar days or later) and (b) the pre-clearance request, if required, for such personal transaction at the time of purchase or sale, is to the reasonable satisfaction of the Compliance Department, and an explanation of the reasons the portfolio is not effecting a similar transaction.
		3.	Portfolio Managers of Mutual Funds may not directly or indirectly acquire or dispose of beneficial ownership in a covered security within seven calendar days before and after the Fund portfolio trades in that security.
Any profits realized by a Portfolio Manager on a personal trade in violation of this Section 4E must be disgorged.
F.	Holding Period Rule: Access Persons must hold each reportable security, for a period of not less than sixty (60) days, whether or not the purchase of such reportable security was an exempt transaction under any other provision of Section 4.
G.	No Access Person shall accept any gift or other item (for the purpose of this Code "gifts" include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meal and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Client or the Adviser. All gifts and entertainment received or given must be reported to the Compliance Department.
H.	No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Counsel or the Compliance Department. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.
I.	No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is managed by such Adviser/Sub-advisor or any affiliated adviser/sub-advisor. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.
J.	No Supervised Person shall divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

5. Compliance Reporting Procedures

A.	All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal reportable securities trade and a copy, at least quarterly, of an account statement to the Compliance Department.
B.	Every Access Person shall report to the Adviser the information described in Section 5C of this Code with respect to transactions in any reportable security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the reportable security; provided, however, that an Access Person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Additionally every Access Persons must include Phoenix affiliated mutual fund transactions not included in any received brokerage statements, including Phoenix-Fidelity 401K for which the Adviser does not require broker confirms or statements
C.	Every transaction report required pursuant to Section 5B above shall be made not later than 15days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

	(i)     The date of the transaction, the title and the number of shares, and the principal amount of each reportable security involved; (ii)     The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii)    The price at which the transaction was effected; (iv)    The name of the broker, dealer or bank with or through whom the transaction was effected; and (v)     The date of approval of the transaction and the person who approved it as required by Section 4B or C above.
D.	Each Access Person shall submit an Initial Holdings and Annual Holdings report listing all personal reportable securities holdings to the Compliance Department upon the commencement of service and annually thereafter (the "Initial Holdings Report" and the "Annual Holdings Report", respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. An Initial Holdings Report must be submitted to Compliance no later than 10 days after becoming an Access Person. The Annual Holdings Report holdings information shall be as of December 31 and include a certification by the Access Person that he or she has read and understood the Code of Ethics and has complied with the Code's requirements. The annual report and certification will be submitted to the Compliance Department by January 31. Annually, any Phoenix affiliated mutual fund, open or closed must be disclosed including those held in the Access Person's Phoenix Fidelity 401K plan. If the Access Person does not own any Phoenix funds in the Phoenix Fidelity 401K plan he/she does not need to disclose the open-end mutual fund holdings
	Every "Initial Holdings Report" and "Annual Holdings Report" required pursuant to Section 5D above shall contain the following information:

	i.	The title and type of reportable security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;
	ii.	The name of any broker,, dealer or bank with which the access person maintains an account in which any reportable securities are held for the access person's direct or indirect benefit;
	iii.	The date the access person submits the report.
	iv.	For "Annual Holdings Report" only, a certification by the access person that he or she has read and understood the Code and has complied with the Code's requirements.
		Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):
	i.	Any report with respect to reportable securities held in accounts over which the access person had no direct or indirect influence or control;
	ii.	A transaction report with respect to reportable securities transactions effected pursuant to an automatic investment plan;
	iii.	A transaction report if the report would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter;
	iv.	Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make an initial or annual holdings report under 5D;
	v.	Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make a quarterly transaction report under 5C above unless such person, at the time of any transaction during the quarter, knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should have known, that the security such person purchased or sold is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund.
E.	Any report made under this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.
F.	The Compliance Officer shall submit an annual report to the Adviser's Fund Board of Directors that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any.
G.	Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Compliance Department. No employee will be terminated or otherwise retaliated against for submitting any potential violations of this Code.
H.	The Adviser's Compliance Personnel will review all reports and other information submitted under Section 5. This review will include such comparisons with trading records of client accounts as are necessary or appropriate to determine whether there have been any violations of the Code.
I.	The Adviser's Compliance Personnel will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations.

6	Recordkeeping Requirements
	The Adviser will maintain and cause to be maintained in an easily accessible place, the following records:
		a	A copy of any Code of Ethics for the organization that is in effect, or at any time within the past (5) years was in effect.
		b.	A record of any violation or of any action taken as a result of the violation of any such Code that occurred during the current year and the past five (5) calendar years;
		c.	A copy of each report made by an access person during the current year and the past five (5) calendar years as required by Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D of this Code, including any information provided in lieu of the reports under Section 5C and 5D above;
		d.	A list of all persons, currently or within the past five (5) years who are or were required to make reports pursuant to Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D above, or who are or were responsible for reviewing those reports, together with an appropriate description of their title or employment;
		e.	A copy of each report made by the Compliance Officer pursuant to Section 5F above during the current year and the past five (5) calendar years;
		f.	A record of any decision made during the current year and the past five (5) calendar years by the Compliance Officer, and the reasons supporting each such decision, to grant prior approval pursuant to Section 4A and 4B above for acquisition by an access person of securities in an initial public offering or a private placement transaction.
7.	Sanctions
	Upon discovering a violation of this Code, the Parent of the Adviser or if applicable the Fund's Board of Directors, in addition to any remedial action already taken by the respective adviser or related entity, may impose such sanctions as it deems appropriate (see under separate cover the currently imposed sanctions), including, among other things, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2A CHARTER

Exhibit a.4

CERTIFICATE OF CORRECTION
to
ARTICLES OF AMENDMENT AND RESTATEMENT
of
DNP SELECT INCOME FUND INC.
 

DNP Select Income Fund Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland (the "Department") that:

FIRST:  Articles Supplementary of the Corporation, dated March 28, 2006 (the "Articles Supplementary"), classifying previously authorized but unissued shares of preferred stock as shares of Auction Preferred Stock, Series M, par value $.001 per share, Auction Preferred Stock, Series W, par value $.001 per share, and Auction Preferred Stock, Series F, par value $.001 per share, were filed with the Department on March 29, 2006, the terms of the Articles Supplementary were incorporated as Article Fifteenth of Articles of Amendment and Restatement of the Corporation, dated May 11, 2006 (the "Articles of Amendment and Restatement"), were filed with the Department on May 11, 2006, and Article Fifteenth of the Articles of Amendment and Restatement requires correction as permitted by Section 1-207 of the Maryland General Corporation Law.

SECOND:  (A) Section 2(d)(ii) of Part I of Article Fifteenth of the Articles of Amendment and Restatement, as previously filed and to be corrected hereby, reads as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 365 if such Dividend Period is a Standard Dividend Period and 360 in all other cases, and applying the rate obtained against $25,000.

(B) Section 2(d)(ii) of Part I of Article Fifteenth of the Articles of Amendment and Restatement, as corrected hereby, shall read as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 360, and applying the rate obtained against $25,000.

THIRD: The undersigned President acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, DNP Select Income Fund Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on August 4, 2006.

WITNESS:	DNP SELECT INCOME FUND INC.
/s/ T. Brooks Beittel	By: /s/ Nathan I. Partain
T. Brooks Beittel	Nathan I. Partain
Secretary	President

EX-99.2A CHARTER

Exhibit a.5

CERTIFICATE OF CORRECTION
to
ARTICLES SUPPLEMENTARY
of
DNP SELECT INCOME FUND INC.

DNP Select Income Fund Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland (the "Department") that:

FIRST: Articles Supplementary of the Corporation, dated July 14, 2006 (the "Articles Supplementary"), classifying previously authorized but unissued shares of preferred stock as shares of Auction Preferred Stock, Series T, par value $.001 per share, and Auction Preferred Stock, Series TH, par value $.001 per share, were filed with the Department on July 14, 2006, and the Articles Supplementary require correction as permitted by Section 1-207 of the Maryland General Corporation Law.

SECOND: (A) Section 2(d)(ii) of Part I of the Articles Supplementary, as previously filed and to be corrected hereby, reads as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 365 if such Dividend Period is a Standard Dividend Period and 360 in all other cases, and applying the rate obtained against $25,000.

(B) Section 2(d)(ii) of Part I of the Articles Supplementary, as corrected hereby, shall read as follows:

(ii)   Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Dividend Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 360, and applying the rate obtained against $25,000.

THIRD: The undersigned President acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 IN WITNESS WHEREOF, DNP Select Income Fund Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on August 4, 2006.

WITNESS:	DNP SELECT INCOME FUND INC.
/s/ T. Brooks Beittel	By: /s/ Nathan I. Partain
T. Brooks Beittel	Nathan I. Partain
Secretary	President

EX-99.2R CODE ETH

Exhibit r.1

DNP SELECT INCOME FUND INC.

AMENDED AND RESTATED CODE OF ETHICS

I.           Applicability

            This Amended and Restated Code of Ethics (the "Code"), adopted by the Board of Directors of DNP Select Income Fund Inc. (the "Fund") pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act"), establishes rules of conduct for "Covered Persons" or "Access Persons" (each as defined in this Code) of the Fund.  For purposes of this Code, "Covered Person" or "Access Person" shall mean any director, officer or "Advisory Person" of the Fund or its investment adviser and "Advisory Person" of the Fund or its investment adviser means:

(A)  any director, officer, general partner  or employee of the Fund or its investment adviser (or any company in a control relationship to the Fund or its investment adviser) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding, the purchase or sale of securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

(B)  any natural person in a control relationship to the Fund or its investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of securities by the Fund.

            For purposes of this Article I, a person does not become a Covered Person solely by reason of (i) normally assisting in the preparation of public reports or receiving public reports, but not receiving information about current recommendations or trading; or (ii) a single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.

II.         Statement of General Principles

            The general fiduciary principles that govern the personal trading activities of a Covered Person are as follows:

(A)  the duty at all times to place the interests of the shareholders of the Fund first;

(B)  the requirement that all personal securities transactions be conducted in a manner which does not interfere with the Fund's portfolio transactions so as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and

(C)  the fundamental standard that Covered Persons should not take inappropriate or unfair advantage of their relationship with the Fund.

Covered Persons must adhere to these general principles as well as comply with the Code's specific provisions.

III.        Prohibitions

(A)  No Covered Person shall purchase or sell, directly or indirectly, any security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (as defined in Attachment A hereto) and which he knows at the time of such purchase or sale:

(1)  is being considered for purchase or sale by the Fund; or

(2)  is being purchased or sold by the Fund.

No Advisory Person shall purchase or sell a security when the Fund has a pending purchase or sale of the same security until the Fund's order has been completed or withdrawn.  If the proposed personal trade is on the same side as the completed Fund transaction, the personal trade cannot occur within two days of the Fund transaction (i.e., neither at T or T + 1 calendar day).  If the proposed trade is on the opposite side of the completed Fund transaction in that security, the personal trade cannot occur within three days after the Fund transaction (i.e., T + 2 calendar days or later).

No Advisory Person who is entrusted with the day-to-day management of the Fund's portfolio may directly or indirectly acquire or dispose of beneficial ownership of a security within seven calendar days before or after the Fund trades in that security.

No Advisory Person shall profit in the purchase and sale or sale and purchase, of the same (or equivalent) securities of an issuer within 60 calendar days if the Fund purchases or sells the same (or equivalent) securities of such issuer during such 60-day period.  Any profit realized on such short-term trades shall be disgorged.

For purposes of Article III(A)(1), a security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person receives information that would lead such person in his or her normal course of business to consider making such a recommendation.

(B)  No Covered Person shall recommend any securities transaction by the Fund without having disclosed his interest, if any, in such securities or the issuer of the securities, including without limitation:

(1)  such person's direct or indirect beneficial ownership of any securities of such issuer;

(2)  any contemplated transaction by such person in such securities;

(3)  any position with such issuer or its affiliates; and

(4)  any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

(C)  No Covered Person shall, directly or indirectly in connection with the purchase or sale of any securities held or to be acquired by the Fund:

(1)  employ any device, scheme or artifice to defraud the Fund; or

(2)  make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3)  engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(4)  engage in any manipulative practice with respect to the Fund.

(D)  No Advisory Person shall purchase, directly or indirectly, or by reason of such transaction acquire, any direct or indirect beneficial ownership (as defined in Attachment A hereto) of any securities in an initial public offering or a private placement transaction, without prior approval in accordance with this Code.

(E)  No Covered Person shall accept any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Fund.

(F)  No Advisory Person shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is managed by the employer of such Advisory Person or by any affiliated adviser/sub-adviser.  For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period.  The foregoing restrictions shall not apply to Advisory Persons investing in mutual funds through asset allocation programs, automatic reinvestment programs and any other non-volitional investment vehicles.  Advisory Persons shall provide annual and quarterly certifications as to their compliance with this restriction.

(G)  No Covered Person shall (i) purchase or sell the security of any issuer on the basis of material nonpublic information about that security or issuer, or (ii) divulge such information in breach of a duty of trust or confidence that is owed directly, indirectly or derivatively, to the issuer of that security, the shareholders of that issuer or any other person who is the source of such information.

            For purposes of this Code, the term "security" shall have the meaning set forth in Section 2(a)(36) of the Act, provided that the term "security" shall not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies, other than investment companies to which the Fund's investment adviser or any company in a control relationship to the Fund's investment adviser acts as the investment adviser or principal underwriter.

IV.        Exempt Transactions

            The prohibitions described in paragraph (A) of Article III and the prior approval requirements described in Article V shall not apply to:

(A)  purchases or sales effected in any account over which the Covered Person has (i) no direct or indirect influence or control or (ii) given discretionary investment authority to an independent third party;

(B)  purchases or sales of securities of an issuer of the type in which the Fund does not typically invest;

(C)  purchases or sales that are non-volitional on the part of the Covered Person;

(D)  transactions effected pursuant to a program (including a dividend reinvestment plan) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation (an "Automatic Investment Plan");

(E)  purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

(F)  purchases or sales for which the Covered Person has received prior approval from the Chief Compliance Officer of the Fund's investment adviser or such individual's designee (the "Compliance Officer") in accordance with this Code; or

(G)  purchase or sales of securities issued under an employee stock purchase or incentive program of the Fund's investment adviser, unless such purchases or sales are otherwise restricted.

V.        Prior Approval for Non-Exempt Transactions

(A)  Only the following categories of Covered Persons are subject to the prior approval requirements of this Article V:

(1) Any Advisory Person,

(2) Any director of the Fund who is an "interested person" (as defined in the Act) with respect to the Fund, and

(3) Any director of the Fund, whether or not an "interested person," who at the time of the purchase or sale of a security either knows, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should know, that such security is being purchased or sold by the Fund or is being considered for purchase or sale by the Fund.

(B)  No Covered Person who is otherwise subject to the prior approval requirements of this Article V shall be required to obtain prior approval for any personal securities transaction that is exempt under Article IV above or for any purchase or sale of up to 500 shares of stock of an issuer that is included in the calculation of the Standard & Poor's 500 Composite Stock Index at the time of such purchase or sale.

(C)  Before engaging in a personal securities transaction (other than a transaction exempted under paragraph (B) of this Article V), a Covered Person who fits within any of the categories specified in paragraph (A) of this Article V must submit to the Compliance Officer in writing a completed and executed Personal Trading Request for Pre-Clearance (the form of which is appended hereto as Attachment B), which shall set forth the details of the proposed transaction.  Approval of the transaction as described on such form shall be evidenced by the signature of the Compliance Officer thereon.  A copy of all prior approval forms, with all required signatures, shall be retained by the Compliance Officer.

(D)  Upon receipt of a Personal Trading Request for Pre-Clearance, the Compliance Officer shall have the sole discretion to pre-approve a personal securities transaction, and thereby exempt such transaction from the restrictions of this Code.  The Compliance Officer shall make such determination in accordance with the following:

(1) Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code and Section 17(j) of the Act.  To illustrate, a purchase or sale shall be considered consistent with those purposes if such purchase or sale is only remotely potentially harmful to the Fund because such purchase or sale would be unlikely to affect a highly institutional market, or because such purchase or sale is clearly not related economically to the securities held, purchased or sold by the Fund.

(2) Prior approval shall take into account, among other factors:

(a) whether the investment opportunity should be reserved for the Fund and its shareholders and whether the opportunity is being offered to the Covered Person by virtue of the Covered Person's position with the Fund;

(b) whether the amount or nature of the transaction or person making it is likely to affect the price or market for the security;

(c) whether the Covered Person making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered by the Fund;

(d) whether the security proposed to be purchased or sold is one that would qualify for purchase or sale by the Fund; and

(e) whether the transaction is non-volitional on the part of the individual, such as receipt of a stock dividend or a sinking fund call.

(E)  In any case where the Compliance Officer determines to grant prior approval for the acquisition by a Covered Person of securities in an initial public offering or a private placement transaction, he or she shall maintain a record of the reasons supporting such determination and retain such record with the prior approval form in accordance with the provisions of Article VII(I)(6) below.  In all other cases where prior approval is granted in accordance with this Code, the Compliance Officer is not required to specify any reason for such determination.

(F)  If approval is given to the Covered Person in accordance with this Code to engage in a securities transaction, the Covered Person is under an affirmative obligation to disclose that position if such Covered Person plays a material role in the Fund's subsequent investment decision regarding the same issuer.  In such circumstances, a review of the Fund's investment decision to purchase securities of the issuer by investment personnel with no personal interest in the issuer shall be conducted.

(G)  Approval granted to the Covered Person in accordance with this Code is only valid through the business day next following the day such approval is given.

VI.       Reporting

(A)  Initial Holdings Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment C) to the Compliance Officer not later than 10 days after the person becomes a Covered Person.  The report must contain the following information (current as of a date not more than 45 days prior to the date the person becomes a Covered Person):

(1) the title, number of shares and principal amount of each security in which the Covered Person had any direct or indirect beneficial ownership when the person became a Covered Person;

(2) the name of any broker, dealer or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

(3) the date that the report is submitted by the Covered Person.

(B)  Quarterly Transaction Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment D) to the Compliance Officer not later than 15 days after each calendar quarter containing:

(1) the following information about any transaction (other than a transaction effected pursuant to an Automatic Investment Plan) during the quarter in which the Covered Person had any direct or indirect beneficial ownership:

(a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security involved;

(b)  the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)  the price at which the transaction was effected;

(d)  the name of the broker, dealer or bank with or through whom the transaction was effected;

(e)  the date that the report is submitted by the Covered Person;

(2) the following information about any account established by the Covered Person in which any securities were held during the quarter for the direct or indirect benefit of the Covered Person:

(a) the name of the broker, dealer or bank with whom the Covered Person established the account;

(b) the date the account was established; and

(c) the date that the report is submitted by the Covered Person.

(C)  Annual Holdings Reports.  Every Covered Person must submit a report (a form of which is appended as Attachment E) to the Compliance Officer not later than January 31 of each year containing the following information:

(1) the title, number of shares and principal amount of each security in which the Covered Person had any direct or indirect beneficial ownership as of December 31 of the preceding year;

(2) the name of any broker, dealer or bank with whom the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person as of December 31 of the preceding year;

(3) the date that the report is submitted by the Covered Person; and

(4) a certification by the Covered Person that he or she has read and understood the Code and has complied with the Code's requirements.

(D)  Exceptions from Reporting Requirements.

(1) A Covered Person shall not be required to include in any report made under this Article VI any transactions effected for, and securities held in, any account over which such person (i) does not have any direct or indirect influence or control or (ii) has given discretionary authority to an independent third party.

(2) Any person who is a Covered Person by virtue of being a director of the Fund, but who is not an "interested person" (as defined in the Act) with respect to the Fund:

(a) need not make an initial holdings report under Article VI(A) above or an annual report under Article VI(C) above; and

(b) need not make a quarterly transaction report under Article VI(B) above unless such person, at the time of any transaction during the quarter, knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should have known, that the security such person purchased or sold is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund.

(E) Any report submitted to comply with the requirements of this Article VI may contain a statement that the report shall not be construed as an admission that the person making such report has any direct or indirect beneficial ownership in the security to which the report relates.

(F) A Covered Person will be deemed to have complied with the requirements of Article VI(B) above by (i) causing to be sent to the Compliance Officer duplicate monthly brokerage statements on all transactions required to be reported thereunder, or (ii) providing to the Compliance Officer the requisite information on all transactions required to be reported hereunder through a transaction monitoring system, which may or may not be automated, each within the requisite time period and in a manner acceptable to the Compliance Officer.  All Advisory Persons shall have duplicate monthly brokerage statements sent directly to the Compliance Officer.

(G) A Covered Person shall immediately report any violations or potential violations of the Code of which he or she becomes aware to the Compliance Officer.  No Covered Person will be terminated from employment or otherwise retaliated against for making such a report.

VII.       Administration and Procedural Matters

The Compliance Officer shall:

(A)  furnish a copy of this Code to each Covered Person;

(B)  notify each Covered Person of his or her obligation to file reports as provided by this Code;

(C)  report to the Board of Directors the facts contained in any reports filed with the Compliance Officer pursuant to this Code when any such report indicates that a Covered Person purchased or sold a security held or to be acquired by the Fund;

(D)  supervise the implementation of this Code by the Adviser and the enforcement of the terms hereof by the Adviser;

(E)  determine whether any particular securities transaction should be exempted pursuant to the provisions of this Code;

(F)  issue either personally or with the assistance of counsel as may be appropriate, any interpretation of this Code which may appear consistent with the objectives of Rule 17j-1 and this Code;

(G)  conduct such inspections or investigations as shall reasonably be required to detect and report any apparent violations of this Code to the Board of Directors of the Fund or any Committee appointed by them to deal with such information;

(H) furnish to the Board of Directors, no later than August 31 of each year, a written report that:

(1) describes any issues arising under this Code or related procedures since the last report to the Board of Directors, including, but not limited to:

(a) information about material violations of this Code or related procedures,

(b) sanctions imposed in response to such material violations,

(c) the number of reports filed with the Compliance Officer pursuant to this Code during the preceding calendar year,

(d) the failure during the preceding calendar year by any Covered Person to file a report pursuant to this Code when such a report should have been filed,

(e) the number of such reports filed during the preceding calendar year that indicated that a Covered Person purchased or sold a security held or to be acquired by the Fund and

(f) such other matters as the Board of Directors may request; and

(2) certifies that the Fund has adopted procedures reasonably necessary to prevent Covered Persons from violating this Code; and

(I)  maintain and cause to be maintained in an easily accessible place, the following records:

(1) a copy of any Code adopted pursuant to Rule 17j-1 which has been in effect during the past five (5) years;

(2) a record of any violation of any such Code that occurred during the current year and the past five (5) calendar years and of any action taken as a result of such violation;

(3) a copy of each report made by a Covered Person during the current year and the past five (5) calendar years as required by Rule 17j-1 and Article VI of this Code, including any information provided in lieu of the reports under Article VI(F) above;

(4) a list of all persons, currently or within the past five (5) years, who are or were required to make reports pursuant to Rule 17j-1 under Article VI above, or who are or were responsible for reviewing those reports, together with an appropriate description of their title or employment;

(5) a copy of each report made by the Compliance Officer pursuant to Article VII(H) above during the current year and the past five (5) calendar years; and

(6) a record of any decision made during the current year and the past five (5) calendar years by the Compliance Officer, and the reasons supporting each such decision, to grant prior approval pursuant to Article V of this Code for the acquisition by a Covered Person of securities in an initial public offering or a private placement transaction.

VIII.      Sanctions

            Upon discovering that a Covered Person has not complied with the requirements of this Code, the Board of Directors of the Fund or the Fund's investment adviser may impose on such Covered Person whatever sanctions the Board deems appropriate, including, among other things, fines, a letter of censure, suspension or termination of such Covered Person's position with the Fund and/or restitution of an amount equal to the difference between the price paid or received by the Fund and the more advantageous price paid or received by such Covered Person.

            The Board of Directors, in its discretion, may impose any of the sanctions set forth in this Article VIII for any violations of the requirements of this Code, including but not limited to, the filing by any Covered Person of any false, incomplete or untimely reports contemplated by Article VI of the Code.

IX.        Confidentiality

            All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization only to the extent required by law or regulation.

X.        Other Laws, Rules and Statements of Policy

            Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Fund.

XI.        Further Information

            If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions, he or she should consult the Compliance Officer.

XII.       Certification By Advisory Persons

            All Advisory Persons of the Fund must submit a certificate (the form of which is included as Section III of Attachment C) that they have read and understand this Code and recognize that as a Covered Person they are subject to the terms of this Code.  All Advisory Persons of the Fund shall agree to certify on an annual basis that they have complied with the requirements of this Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

Dated: August 18, 2006.

Attachment A

Certain Definitions

            The term "beneficial ownership" as used in the attached Code of Ethics (the "Code") is to be interpreted by reference to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Rule"), except that the determination of direct or indirect beneficial ownership for purposes of the Code must be made with respect to all securities that a Covered Person has or acquires. Under the Rule, a person is generally deemed to have beneficial ownership of securities if: (1) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, the securities and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, the securities; and (2) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A person is deemed to have voting and/or investment power with respect to securities within the meaning of the Rule if the person has the right to acquire beneficial ownership of the security within 60 days, including any right to acquire the security; through the exercise of any option, warrant or right; through the conversion of a security; pursuant to the power to revoke a trust, discretionary account or similar arrangement; or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.

            The term "pecuniary interest" in particular securities is generally defined in the Rule to mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. A person is deemed to have an "indirect pecuniary interest" within the meaning of the Rule in any securities held by members of the person's immediate family sharing the same household, the term "immediate family" including any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as well as adoptive relationships. Under the Rule, an indirect pecuniary interest also includes, among other things: a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; a person's right to dividends that is separated or separable from the underlying securities; a person's interest in certain trusts; and a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable, the term "derivative security" being generally defined as any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with, or value derived from, the value of an equity security. For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity's portfolio.

Attachment B

Pre-Clearance Request for Personal Trading

PERSONAL & CONFIDENTIAL		Fax:  Attn: Maureen/Joyce 312-630-2460
Questions:	Maureen Carney  (312) 630-4605
	Joyce Riegel        (312) 630-4641
Office Code:  DPIM Chicago
Employee:		Extension:
	(Print Name)

I am a:      Portfolio Manager Advisory Person Access Person

In accordance with the Code of Ethics for the Fund, I hereby request pre-clearance for the following trade:

Name of Security:	Symbol	# Shares
stock (common or preferred); bonds (coupon/maturity); options (strike/expiration)

Purchase Sale   Short Sale

Name of Broker:   A/C#

  Request pre-clearance for investment in the following Private Placement: 

  Check here if proposed purchase is an (IPO) Initial Public Offering.

  Notification of New Brokerage A/C#   Name of Broker:

 Date the account was opened: 

  I have requested that my broker provide duplicate confirmations and statements to Duff & Phelps
  Investment Management Co.'s Compliance Department.

I certify that:
1.	I have received and read the Code within the past year and believe that the consummation of this transaction is consistent with the Code's policy of requiring disclosure, detection and avoidance of conflicts of interest in personal trading activities.
2.	If approved, I will execute the trade within 1 business day of approval and have my broker deliver confirmation of the trade execution within 3 business days.

Employee Signature:	Date:
APPROVED:	Date:	/ Time:
NOT APPROVED:	Date:	/ Time:

NOT APPROVED / REASON:                            

  QST\Pre-Clear.Form (3/06)

Attachment C

INITIAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION

FROM:
	Print Your Name

Please provide the information requested under each section: Section I.

1.	The following securities are owned by me or members of my immediate family.
2.	Please include securities such as private placements. You do not need to include open-end mutual funds unless you own the Phoenix funds.
3.	In lieu of completing the table, you may check the box at the bottom of the table.
4.	If you hold NO securities, please write "NONE" in the table.

 NO. OF SHARES NAME OF SECURITY BROKER(S)

I certify that I have instructed my broker to provide duplicate confirmations and periodic brokerage statements directly to you and that, except as listed above, there are no other holdings to report.

Section II.

BROKERAGE ACCOUNT LISTING

1.	The following is a list of all my securities brokerage accounts. Be advised that the securities firms identified below have been instructed to provide duplicate confirmations and statements to the Compliance Officer, Duff & Phelps Investment Management Co. If you need more space, please make and attach an additional copy of this form. Please print or type.
2.	If you do not have a securities brokerage account, please write "NONE" in the table.

NAME , ADDRESS, AND TELEPHONE NUMBER OF FIRM WHERE ACCOUNT IS HELD (e.g. Fidelity Investments)  ACCOUNT
NUMBER MANAGED ACCOUNT? Y/N ACCOUNT NAMES
 (e.g. John Smith, IRA)

Section III.

I certify that I have read and understood the Code of Ethics and Insider Trading Policy and have complied, and shall continue to comply, with its terms.

Signature:                                                                                        Date:                                                     

After you sign and date this form, please return this form to:

Maureen Carney
Compliance Officer
Duff & Phelps Investment Management Co.
55 E. Monroe Street, 36^th Floor
Chicago, IL 60603

Attachment D

PLEASE BE ADVISED,
ONLY EMAIL RESPONSES FOR QUARTERLY REPORTING WILL BE ACCEPTED

QUARTERLY SECURITIES TRANSACTIONS REPORTING
For Period Ending:               , 200__

Please complete and return via email by ______________, 200__  to
Maureen Carney or Code Reports. E-Sign and date at the bottom.

Please put an "X" next to each statement below that applies to you:

____	From __/1/06 to __/30/06, neither I nor my immediate family members made reportable securities transactions.
____	From __/1/06 to __/30/06, I and/or my immediate family members made reportable securities transactions through a broker, and:
	____	A.  I have advised Compliance of my brokerage account(s) and any brokerage account(s) of my immediate family member(s), and I have instructed the broker(s) to send duplicate confirms and statements to the Compliance Dept.
	____	B.  I have not yet advised Compliance of my brokerage account(s) or any brokerage account(s) of my immediate family members, and I have not yet instructed the broker(s) to send duplicate confirms and statements to the Compliance Dept. (See below for additional instructions)

If you selected "B" above, please list your transactions for the 1^st quarter on the Quarterly Securities Transactions Reporting Form Page 2 and email your reply to Maureen Carney or Code Reports.

____	From __/1/06 to __/30/06, I and/or my immediate family members made reportable securities transactions that would not be included on brokerage statement received by the Compliance Department such as my Phoenix-Fidelity SIP 401(k) statement.  (See box below for additional instructions)
		If you selected the above statement, please complete the Quarterly Securities Transactions Reporting Form Page 2 and email your reply to Maureen Carney or Code Reports.

	Transactions that would not be included on a brokerage statement received by the Compliance Department:
	1.	Phoenix affiliated open or closed end mutual fund transactions not included in any brokerage account statements, including your Phoenix-Fidelity SIP 401(k) for which we do not request or require you to provide copies of confirms or statements to the Compliance Department
	2.	A direct purchase of stock from an issuer
	3.	A Private Placement transaction
	4.	A Limited Partnership transaction
	5.	Any securities received as a gift
Signature:			Date:

QUARTERLY SECURITIES TRANSACTIONS REPORT - Page 2 of 2
For Period Ending: _____________, 200__

________________________________________
Please print or type your name

Please furnish, by _____________, 200__, the following information for all security transactions (purchases and sales) made from __/1/06 through __/30/06 that are subject to the reporting requirements of the Fund's Code of Ethics but have not been provided to the Compliance Department. (Access Persons must include all Phoenix affiliated open and closed end mutual fund transactions that would not be included in any brokerage statement(s) that the Compliance Department would receive; this will include any Phoenix affiliated mutual fund transactions in your Phoenix-Fidelity SIP 401(k) for which we do not request or require copies of broker confirms or statements to be provided to the Compliance Department).

PURCHASES

NO. OF
SHARES NAME OF SECURITY PRICE PER SHARE TRADE
DATE BROKER
(Name of Brokerage Firm) DATE OF
PRE-
CLEARANCE
(if applicable)

SALES

NO. OF
SHARES NAME OF SECURITY PRICE PER SHARE TRADE
DATE BROKER
(Name of Brokerage Firm) DATE OF
PRE-
CLEARANCE
(if applicable)

Signature: ____________________________________       Date: _____________

Attachment E

  THIS FORM MUST BE RETURNED IN PERSON WITH A MANUAL EXECUTION, FAXES AND EMAILS WILL NOT BE ACCEPTED.

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
AND CODE OF ETHICS CERTIFICATION
January __, 200__

FROM:    ___________________________________________
                Print Your Name
 

Please provide the information requested under each section.

SECTION I - Brokerage Account Listings:

1.	The following is a list of all my securities brokerage accounts.  Be advised that the securities firms identified below have been instructed to provide duplicate confirmations and statements to DPIM Compliance.  (If you need more space, there is an additional copy of this form attached.)  Please print or type.
2.	If you do not have a securities brokerage account, please write "NONE" in the table.

NAME , ADDRESS, AND TELEPHONE NUMBER OF FIRM WHERE ACCOUNT IS HELD (e.g. Fidelity Investments) ACCOUNT NUMBER MANAGED ACCOUNT?
Y/N ACCOUNT NAMES (e.g. John Smith, IRA)

SECTION II – Holdings:

1.	The following securities are owned by me or members of my immediate family as of 12/31/200__.  Please include securities such as private placements, limited partnerships, securities received as a gift, direct purchases of stock from an issuer.  You must include Phoenix affiliated mutual funds not included in any received brokerage statements including your Phoenix-Fidelity 401(k) account.
2.	In lieu of completing the table, you may check the box at the bottom of the table.
3.	If you hold NO securities, please write "NONE" in the table.

 NUMBER
 OF SHARES  NAME OF SECURITY  PRINCIPAL
 AMOUNT  BROKER(S)

I certify that I have instructed my broker to provide duplicate confirmations and periodic brokerage statements directly to you and that, except as listed above, there are no other holdings to report.

SECTION III– Execution:
I certify that I have read and understood the Code of Ethics and Insider Trading Policy and have complied, and shall continue to comply, with its terms.

Signature:  Date:

After you sign and date this form, please return by January 31, 200__ to:

Compliance Department - Maureen Carney
Duff & Phelps Investment Management Co.
55 East Monroe Street, 36th Floor
Chicago, IL 60603

1

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION January ___, 200__

SECTION I - Brokerage Account(s) Listing:  (Additional Form)

NAME, ADDRESS, AND TELEPHONE
NUMBER OF FIRM WHERE ACCOUNT IS
HELD (e.g. Fidelity Investments) ACCOUNT
NUMBER MANAGED
ACCOUNT?
Yes / No ACCOUNT NAMES
(e.g. John Smith,
IRA)

2

ANNUAL REPORT OF PERSONAL SECURITIES HOLDINGS
and CODE OF ETHICS CERTIFICATION January ___, 200__

SECTION II - - Holdings:  Additional Form

NUMBER OF
SHARES NAME OF
SECURITY PRINCIPAL
AMOUNT BROKER(S)

3

EX-99.2R CODE ETH

Exhibit r.2

DUFF & PHELPS INVESTMENT MANAGEMENT CO.

AMENDED AND RESTATED
CODE OF ETHICS (August 30, 2006)

1.		Standard of Business Conduct
	A.		Statement of Ethical Principles
			The Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the securities transactions in any managed account. While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the managed account, if they were to trade in securities eligible for investment by the managed account. In view of the foregoing and of the provisions of Section 204-2 under the Investment Advisers Act of 1940, as amended, the Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. When Supervised Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code's specific provisions: Supervised Persons covered by the terms of this Code of Ethics must adhere to the following general principles as well as to the Code's specific provisions:

a)     At all times, the interests of Adviser Clients must be paramount;

b)     Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and

c)     No inappropriate advantage should be taken of any position of trust and responsibility and;

d)     Information concerning the identity of security holdings and financial circumstances of clients is confidential.

e)     Ensure that the investment management and overall business of the firm complies with the policies of Duff & Phelps, Phoenix Companies and applicable U.S. federal and state securities laws and regulations.

f)      Supervised Persons are required to adhere to the standards of business conduct in The Phoenix Companies Code of Conduct.

B.  Unlawful Actions

a)     to employ any device, scheme or artifice to defraud any client;

b)     to make any untrue statement of a material fact to any client or omit to state a material fact necessary in order to make the statements made to any client, in light of the circumstances under which they are made, not misleading;

c)     to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any client; or to engage in any manipulative practice with respect to any client;

d)     to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

2. Definitions

A.	"Supervised Persons" include directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions); Employees of the adviser; and Any other person who provides advice on behalf of the adviser and is subject to the adviser's supervision and control.
B.	"Access Person" means any director, officer, general partners and partners of the adviser (or other persons occupying a similar status or performing similar functions) who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage or is involved in making securities recommendations to clients, or has access to such recommendations that are non-public, or Advisory Person of the Adviser. The Compliance Department shall maintain a list of the Adviser's Access Persons.
C.	"Adviser" means Duff & Phelps Investment Management Co.
D.	"Advisory Person" means (i) any employee of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Adviser for the Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a security. This grouping customarily includes the Portfolio Manager and other investment personnel comprising an investment team, such as an analyst or trader, who provide information and advice that enter into the investment decision to buy or sell a security for a Client.
E.	A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation.
F.	"Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. An Access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person's household.
G.	"Client" means each and every investment company, or series thereof, or other account managed by the Adviser, individually and collectively.
H.	"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act, as amended.
I.	"Initial Public Offering" means a public sale of an issue not previously offered to the public.
J.	"Managed Fund or Portfolio" shall mean those Clients, individually and collectively, for whom the Portfolio Manager makes buy and sell decisions.
K.	"Portfolio Manager" means the person (or one of the persons) entrusted with the day-to-day management of the Client's portfolio.
L.	"Private Placement" or "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.
M.	"Purchase or sale of a reportable security" includes, among other things, the writing of an option or the purchase or sale of a security that is exchangeable for or convertible into, a security that is held or to be acquired for a Client.
N.	"Reportable security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, as amended, and Rule 204A-1 as amended, including all ETFs and UIT ETFs except that it shall not include transactions and holdings in direct obligations of Government of the United States; money market instruments; bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of open-end mutual funds, unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund; and transactions in units of unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds.

3.	Exempted Transactions
	The prohibitions of Section 4 of this Code shall not apply to:

A.	Purchases or sales of reportable securities effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Compliance Officer.
B.	Purchases or sales of reportable securities (1) not eligible for purchase or sale by the Client; or (2) specified from time to time by the Directors, subject to such rules, if any, as the Directors shall specify.
C.	Purchases or sales which are non-volitional on the part of either the Access Person or the Client.
D.	Purchases of shares of reportable securities necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and the subsequent sales of such reportable securities.
E.	Purchases of reportable securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
F.	Purchases or sales of reportable securities issued under an employee stock purchase or incentive program unless otherwise restricted.
G.	Transactions of reportable securities effected pursuant to an automatic investment plan.

4. Prohibited Activities

A.	IPO Rule: No Access Person may purchase any securities in an Initial Public Offering, except with the prior approval of the Compliance Department. This rule also applies to IPO's offered through the Internet.
B.	Private Placement Rule or "Limited Offering": No Access Person may purchase securities any in a Private Placement or Limited Offering unless such purchase has been approved by the Compliance Department. Any such approved purchase should be disclosed to the Client if that issuer's securities are being considered for purchase or sale by the Client.
C.	Pre-Clearance Rule: No Access Person may purchase or sell a reportable security unless such purchase or sale has been pre-cleared by the Compliance Department. Pre-clearance is required prior to executing a trade through a personal brokerage account or an Internet brokerage account. Pre-clearance is also required for transactions in puts, calls, ETF's, UIT ETFs, closed-end funds, and other well-known stock indices (e.g. the S&P 500). Pre-clearance is valid through the next business day (3 p.m. cst) following preclearance approval.
Exceptions: The following reportable securities transactions do not require pre-clearance:

	1.	Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale. The Phoenix Companies Compliance Department maintains this list on the Intranet web site and updates it after the end of each quarter. A paper copy is available for review in the DPIM compliance department.
	2.	Purchase orders of reportable securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities which are redeemed directly by the issuer via mail.
	3.	Transactions of reportable securities effected pursuant to an automatic investment plan.
Note: The Compliance Department may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if nominally permitted under this Code of Ethics, if it is believed that denying preclearance is necessary for the protection of the client or the Adviser. Any such denial may be appealed to the Adviser's Counsel. The decision of Counsel shall be final.
D.     Open Order Rule: No Access Person may purchase or sell, directly or indirectly, any reportable security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, when the Client has a pending "buy" or "sell" order for that security of the same type (i.e. buy or sell) as the proposed personal trade, until the Client's order is executed or withdrawn. Exceptions: The following reportable securities transactions are exempt from the Open Order Rule:

	1.	Purchases or sales of up to 500 shares of reportable securities of issuers ranked in the Standard & Poor's 500 Composite Stock Index (S&P 500) at the time of purchase or sale.
	2.	Purchases or sales of reportable securities approved by the Compliance Department in his/her discretion.
Any profits realized on a personal trade in violation of this Section 4D must be disgorged.
E.     Blackout Rule: If a Portfolio Manager's portfolio holds a reportable security that is the subject of a proposed personal trade by that Portfolio Manager, such personal trade may be permitted only as follows:

		1.	If the proposed personal trade is on the same side as the last portfolio transaction in that security, the personal trade cannot occur within two days of such portfolio transaction (i.e. neither at T nor T + 1 calendar day).
		2.	If the proposed personal trade is on the opposite side of the last portfolio transaction in that security, the personal trade cannot occur unless (a) it is more than two days after the portfolio transaction (i.e. T + 2 calendar days or later) and (b) the pre-clearance request, if required, for such personal transaction at the time of purchase or sale, is to the reasonable satisfaction of the Compliance Department, and an explanation of the reasons the portfolio is not effecting a similar transaction.
		3.	Portfolio Managers of Mutual Funds may not directly or indirectly acquire or dispose of beneficial ownership in a covered security within seven calendar days before and after the Fund portfolio trades in that security.
Any profits realized by a Portfolio Manager on a personal trade in violation of this Section 4E must be disgorged.
F.	Holding Period Rule: Access Persons must hold each reportable security, for a period of not less than sixty (60) days, whether or not the purchase of such reportable security was an exempt transaction under any other provision of Section 4.
G.	No Access Person shall accept any gift or other item (for the purpose of this Code "gifts" include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meal and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Client or the Adviser. All gifts and entertainment received or given must be reported to the Compliance Department.
H.	No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Counsel or the Compliance Department. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.
I.	No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is managed by such Adviser/Sub-advisor or any affiliated adviser/sub-advisor. For the purposes of the foregoing, "market timing" shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction.
J.	No Supervised Person shall divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

5. Compliance Reporting Procedures

A.	All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal reportable securities trade and a copy, at least quarterly, of an account statement to the Compliance Department.
B.	Every Access Person shall report to the Adviser the information described in Section 5C of this Code with respect to transactions in any reportable security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the reportable security; provided, however, that an Access Person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Additionally every Access Persons must include Phoenix affiliated mutual fund transactions not included in any received brokerage statements, including Phoenix-Fidelity 401K for which the Adviser does not require broker confirms or statements
C.	Every transaction report required pursuant to Section 5B above shall be made not later than 15days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

	(i)     The date of the transaction, the title and the number of shares, and the principal amount of each reportable security involved; (ii)     The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (iii)    The price at which the transaction was effected; (iv)    The name of the broker, dealer or bank with or through whom the transaction was effected; and (v)     The date of approval of the transaction and the person who approved it as required by Section 4B or C above.
D.	Each Access Person shall submit an Initial Holdings and Annual Holdings report listing all personal reportable securities holdings to the Compliance Department upon the commencement of service and annually thereafter (the "Initial Holdings Report" and the "Annual Holdings Report", respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. An Initial Holdings Report must be submitted to Compliance no later than 10 days after becoming an Access Person. The Annual Holdings Report holdings information shall be as of December 31 and include a certification by the Access Person that he or she has read and understood the Code of Ethics and has complied with the Code's requirements. The annual report and certification will be submitted to the Compliance Department by January 31. Annually, any Phoenix affiliated mutual fund, open or closed must be disclosed including those held in the Access Person's Phoenix Fidelity 401K plan. If the Access Person does not own any Phoenix funds in the Phoenix Fidelity 401K plan he/she does not need to disclose the open-end mutual fund holdings
	Every "Initial Holdings Report" and "Annual Holdings Report" required pursuant to Section 5D above shall contain the following information:

	i.	The title and type of reportable security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;
	ii.	The name of any broker,, dealer or bank with which the access person maintains an account in which any reportable securities are held for the access person's direct or indirect benefit;
	iii.	The date the access person submits the report.
	iv.	For "Annual Holdings Report" only, a certification by the access person that he or she has read and understood the Code and has complied with the Code's requirements.
		Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):
	i.	Any report with respect to reportable securities held in accounts over which the access person had no direct or indirect influence or control;
	ii.	A transaction report with respect to reportable securities transactions effected pursuant to an automatic investment plan;
	iii.	A transaction report if the report would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter;
	iv.	Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make an initial or annual holdings report under 5D;
	v.	Any person who is an access person by virtue of being a director of a Fund, but who is not an "interested person" (as defined in the Investment Company Act of 1940) with respect to that Fund need not make a quarterly transaction report under 5C above unless such person, at the time of any transaction during the quarter, knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund should have known, that the security such person purchased or sold is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund.
E.	Any report made under this Section 5 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.
F.	The Compliance Officer shall submit an annual report to the Adviser's Fund Board of Directors that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any.
G.	Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Compliance Department. No employee will be terminated or otherwise retaliated against for submitting any potential violations of this Code.
H.	The Adviser's Compliance Personnel will review all reports and other information submitted under Section 5. This review will include such comparisons with trading records of client accounts as are necessary or appropriate to determine whether there have been any violations of the Code.
I.	The Adviser's Compliance Personnel will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations.

6	Recordkeeping Requirements
	The Adviser will maintain and cause to be maintained in an easily accessible place, the following records:
		a	A copy of any Code of Ethics for the organization that is in effect, or at any time within the past (5) years was in effect.
		b.	A record of any violation or of any action taken as a result of the violation of any such Code that occurred during the current year and the past five (5) calendar years;
		c.	A copy of each report made by an access person during the current year and the past five (5) calendar years as required by Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D of this Code, including any information provided in lieu of the reports under Section 5C and 5D above;
		d.	A list of all persons, currently or within the past five (5) years who are or were required to make reports pursuant to Rule 17j-1 and/or Rule 204A-1 and Section 5C and 5D above, or who are or were responsible for reviewing those reports, together with an appropriate description of their title or employment;
		e.	A copy of each report made by the Compliance Officer pursuant to Section 5F above during the current year and the past five (5) calendar years;
		f.	A record of any decision made during the current year and the past five (5) calendar years by the Compliance Officer, and the reasons supporting each such decision, to grant prior approval pursuant to Section 4A and 4B above for acquisition by an access person of securities in an initial public offering or a private placement transaction.
7.	Sanctions
	Upon discovering a violation of this Code, the Parent of the Adviser or if applicable the Fund's Board of Directors, in addition to any remedial action already taken by the respective adviser or related entity, may impose such sanctions as it deems appropriate (see under separate cover the currently imposed sanctions), including, among other things, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.