EX-99.2.D.11 6 c42214_ex99-d11.htm

Exhibit d.11

CERTIFICATE NUMBER 
  NUMBER OF SHARES 
     
                  1 
  4,000 

DNP SELECT INCOME FUND INC.
a Maryland corporation
Series T Auction Preferred Stock
$.001 Par Value Per Share
$25,000 Liquidation Preference Per Share

CUSIP NO.                    

     This certifies Cede & Co. is the owner of 4,000 fully paid and non-assessable shares of Series T Auction Preferred Stock, par value $.001 per share, $25,000 liquidation preference per share, of DNP Select Income Fund Inc. (the “Fund”) transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this _______ day of _______ 2006.

THE BANK OF NEW YORK   
DNP SELECT INCOME FUND INC. 
As Transfer Agent and Registrar     
 
 
 
By: _____________________________   By: _____________________________
            Authorized Signature               Name: 
               Title: 
 
 
 
    By: _____________________________
               Name: 
               Title: 


TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ the shares of Series T Auction Preferred Stock represented by this Certificate, and does hereby irrevocably constitute and appoint _______________________ attorney to transfer said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

     In presence of:

_________________________________                         _________________________________

     Shares of Series T Auction Preferred Stock evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund’s Articles Supplementary Creating Series T and Series TH of Auction Preferred Stock, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.