DNP SELECT INCOME FUND INC. Up To $126,843,417 of Shares of Common Stock AMENDED & RESTATED EQUITY DISTRIBUTION AGREEMENT

Up To $126,843,417 of Shares of Common Stock

AMENDED & RESTATED

Dated: March 3, 2023

TABLE OF CONTENTS


	Page

SECTION 1. Placements		3

SECTION 2. Sale of Placement Securities by Xxxxx Fargo Securities		4

SECTION 3. Suspension of Sales		5

SECTION 4. Representations and Warranties		5

SECTION 5. Sale and Delivery to Xxxxx Fargo Securities; Settlement		17

SECTION 6. Covenants of the Fund and the Adviser		18

SECTION 7. Payment of Expenses		25

SECTION 8. Conditions of Xxxxx Fargo Securities’ Obligations		26

SECTION 9. Indemnification		28

SECTION 10. Contribution		30

SECTION 11. Representations, Warranties and Agreements to Survive Delivery		31

SECTION 12. Termination of Agreement		31

SECTION 13. Notices		32

SECTION 14. Recognition of the U.S. Special Resolution Regimes.		32

SECTION 15. Parties		33

SECTION 16. Adjustments for Stock Splits		33

SECTION 17. Governing Law and Time		33

SECTION 18. Effect of Headings		33

SECTION 19. Counterparts		33

SECTION 20. Definitions		34

SECTION 21. Absence of Fiduciary Relationship		36

EXHIBITS


Exhibit A	–	Form of Placement Notice
Exhibit B	–	Authorized Individuals for Placement Notices and Acceptances
Exhibit C	–	Compensation
Exhibit D-1	–	Form of Opinion of Fund Counsel
Exhibit D-2	–	Form of Negative Assurance Letter of Fund Counsel
Exhibit D-3	–	Form of Opinion of Special Maryland Counsel
Exhibit E-1	–	Form of Opinion of Adviser’s Counsel
Exhibit E-2		Form of Opinion of Special Illinois Counsel
Exhibit F-1	–	Form of Fund Officer’s Certificate
Exhibit F-2	–	Form of Adviser Officer’s Certificate
Exhibit G	–	Form of Opinion of Fund Counsel Semi-Annual & Annual Report Filings
Exhibit H	–	Form of CFO Certificate

DNP SELECT INCOME FUND INC.

Up To $126,843,417 of Shares of Common Stock

AMENDED & RESTATED

EQUITY DISTRIBUTION AGREEMENT

March 3, 2023

Xxxxx Fargo Securities, LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Pursuant to the equity distribution agreement (the “Original Agreement”), dated August 5, 2021, between DNP Select Income Fund Inc., a Maryland corporation (the “Fund”), and Duff & Xxxxxx Investment Management Co., an Illinois corporation (the “Adviser”), and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo Securities”), the Fund issued and sold $73,156,583 of shares of the Fund’s common stock, par value $0.001 per share (the “Common Stock”). The parties hereby amend and restate the Original Agreement and confirm their agreement in the form of this Equity Distribution Agreement (this “Agreement”) as follows:

The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, up to $126,843,417 of shares (the “Securities”) of the Fund’s Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in Section 1 regarding the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Fund, and Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Fund to use the Registration Statement to issue the Securities. The Fund agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale.

The Fund has entered into (i) an Amended and Restated Investment Advisory Agreement with the Adviser dated as of May 5, 2010 (the “Investment Management Agreement”), (ii) a Custody Agreement with The Bank of New York, now known as the Bank of New York Mellon, dated as of February 26, 1999 (the “Custody Agreement”), (iii) a Foreign Custody Management Agreement with The Bank of New York, dated as of March 8, 2000 (the “Foreign Custody Agreement”), (iv) a Transfer Agency Services Agreement with Computershare Inc. dated as of January 26, 1987 (the “Transfer Agency Agreement”), (v) a Third Amended and Restated Administration Agreement with Xxxxxx X. Xxxxx & Co. Incorporated dated as of October 18, 2019, (the “Administration Agreement”), (vi) a Fund Accounting Agreement with The Bank of New

York Mellon, dated February 26, 1999 (the “Accounting Agreement”), (vii) a Committed Facility Agreement with BNP Paribas Prime Brokerage, Inc. dated March 6, 2009, as amended (the “Facility Agreement”), (viii) a U.S. PB Agreement with BNP Paribas Prime Brokerage, Inc. dated as of March 6, 2009 (the “US PB Agreement”), (ix) an Amended and Restated Rehypothecation Side Letter with BNP Paribas Prime Brokerage International, Limited as successor to BNP Prime Brokerage, Inc. dated as of July 22, 2016 (the “RSL”), (x) a Service Agreement with the Adviser and Virtus Partners, Inc. dated as of May 1, 1998 (the “Service Agreement” and, collectively with the Investment Management Agreement, the Custody Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Administration Agreement, the Accounting Agreement, the Facility Agreement, the US PB Agreement and the RSL, the “Fund Agreements”). In addition, the Fund has adopted a dividend reinvestment plan (“Dividend Reinvestment Plan”) pursuant to which holders of common shares of beneficial interest shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash.

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-270256 and 811-04915) (the “Original Registration Statement”) that has been deemed immediately effective upon filing by the Commission not earlier than three years prior to the date hereof, including a base prospectus (including the statement of additional information incorporated by reference therein) (the “Base Prospectus”), with respect to the Securities to be issued from time to time by the Fund. The Fund prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the Base Prospectus, to be filed with the Commission pursuant to Rule 497 or Rule 424, as applicable, under the Securities Act. The Fund shall furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 or Rule 424, as applicable, under the Securities Act is herein called the “Registration Statement.” Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement and the then-issued Issuer Free Writing Prospectus(es) (as defined below) together with the Base Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Securities, including without limitation any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that (1) is required to be filed with the Commission by the Fund, (2) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) under the Securities Act whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of

the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Fund’s records pursuant to Rule 433(g) under the Securities Act. The Prospectus has most recently been filed by the Fund with the Commission pursuant to Rule 497 or Rule 424, as applicable, under the Securities Act. For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

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

SECTION 1. Placements.

Each time that the Fund wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Fund set forth on Exhibit B (with a copy to each of the other individuals from the Fund listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Fund, wishes to accept amended terms, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo Securities, issue to the Fund a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Fund and Xxxxx Fargo Securities set forth on Exhibit B) setting forth the terms that Xxxxx Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Fund or Xxxxx Fargo Securities until the Fund delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Fund and Xxxxx Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Fund of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Fund’s Acceptance, as the case may be, unless and until (i) the

entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Fund terminates the Placement Notice, (iii) the Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 3 below. The amount of any discount, commission or other compensation to be paid by the Fund to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Fund nor Xxxxx Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Fund delivers a Placement Notice to Xxxxx Fargo Securities and either (i) Xxxxx Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Fund accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

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

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

than a failure by Xxxxx Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 2. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted.

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

SECTION 4. Representations and Warranties.

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

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

(A) The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto shall become effective and (B) the Prospectus and any amendment or supplement thereto when filed with the Commission pursuant to Rule 497 or Rule 424 under the Securities Act and as of the date hereof, as of the time of each sale of Placement Securities pursuant to this Agreement (the “Applicable Time”) and as of each Settlement Date did or will, comply in all material respects with the requirements of the Securities Act and the 1940 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Registration Statement or Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of Xxxxx Fargo Securities specifically for inclusion therein.

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

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

(2) No Objection to Use of Automatic Shelf Registration Statement. The Registration Statement automatically became effective not more than three years prior to the date hereof; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act that it must amend its automatic shelf registration statement onto the registration form it is then eligible to use.

(3) Independent Accountants. The accountants whose reports appear in the Prospectus or are incorporated by reference therein, are, and during the periods covered by such reports were, registered independent public accountants as required by the Securities Act, the 1940 Act and the Exchange Act and the Public Company Accounting Oversight Board.

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

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

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

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

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

(9) Officers and Directors. No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act. Except as disclosed in the Registration Statement and the Prospectus, no director of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter. For purposes of this Section 4(a)(8), the Fund and the Adviser shall be entitled to rely on representations from such officers and directors.

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

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

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

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

(14) Absence of Defaults and Conflicts. The Fund is not (i) in violation of its Organizational Documents, (ii) in breach or default in the performance of the terms of any indenture, contract, lease, mortgage, declaration of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Fund or of any decree of the Commission, FINRA, any state securities commission, any foreign securities commission, any national securities exchange, any arbitrator, any court or any other governmental, regulatory, self-regulatory or administrative agency or any official having jurisdiction over the Fund, except in the case of clauses (ii) or (iii) any such breach, default or violation that, individually or in the aggregate, would not reasonably be expected to have a Fund Material Adverse Effect.

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

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

(17) Absence of Further Requirements. (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Fund of its obligations under this Agreement or the Fund Agreements, for the offering, issuance, sale or delivery of the Securities hereunder, or for the consummation of any of the other transactions contemplated by this Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement and the Prospectus, except such as have been already obtained and under the Securities Act, the 1940 Act, the rules and regulations of FINRA and the NYSE and such as may be required under state securities laws.

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

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

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

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

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

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

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

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

(26) Accounting Controls and Disclosure Controls. The Fund maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorizations and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act and the Code; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs “internal control over financial reporting” (as such term is defined in Rule 30a-3 under the 0000 Xxx) and such internal control over financial reporting is and shall be effective as required by the 0000 Xxx. The Fund is not aware of any material weakness in its internal control over financial reporting. The Fund employs “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures are effective.

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

(28) Fund Compliance with Policies and Procedures. The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) by the Fund, including policies and procedures that provide oversight of compliance for each investment adviser, administrator and transfer agent of the Fund.

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

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

(31) No Unlawful Payments. Neither the Fund nor any director or officer of the Fund nor, to the knowledge of the Fund, any employee, agent, affiliate or other person associated with or acting on behalf of the Fund is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) the making or taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Fund has instituted, maintained and enforced, and will continue to maintain and enforce, as required by applicable law, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

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

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

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

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

(36) Transfer Taxes. There are no stock or other transfer taxes, stamp duties, capital duties or other similar duties, taxes or charges payable in connection with the execution or delivery of this Agreement by the Fund or the issuance or sale by the Fund of the Securities to be sold by the Fund to Xxxxx Fargo Securities hereunder.

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

(38) [RESERVED]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(17) No Unlawful Payments. Neither the Adviser nor any of its subsidiaries nor any director, officer, or employee of the Adviser or any of its subsidiaries nor, to the knowledge of the Adviser, any agent, affiliate or other person associated with or acting on behalf of the Adviser or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) the making or taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) a violation by any such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Adviser and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

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

(c) Certificates. Any certificate signed by any officer of the Fund or any of its subsidiaries and delivered to Xxxxx Fargo Securities or to counsel for Xxxxx Fargo Securities shall be deemed a representation and warranty by the Fund to Xxxxx Fargo Securities as to the matters covered thereby.

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

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

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

(c) Delivery of Placement Securities. On or before each Settlement Date, the Fund will, or will cause its transfer agent to, electronically transfer the Placement Securities being sold by crediting Xxxxx Fargo Securities’ or its designee’s account (provided Xxxxx Fargo Securities shall have given the Fund written notice of such designee prior to the Settlement Date) at The Depository Trust Fund through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, Xxxxx Fargo Securities will deliver the related Net Proceeds in same day funds to an account designated by the Fund on, or prior to, the Settlement Date. If the Fund, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Securities on a Settlement Date, the Fund agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereof, it will (i) hold Xxxxx Fargo Securities harmless against any loss, liability, claim, damage, or expense whatsoever (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Fund or its transfer agent and (ii) pay to Xxxxx Fargo Securities any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

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

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

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

(a) Registration Statement Amendments; Payment of Fees. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by Xxxxx Fargo Securities under the Securities Act, the Fund (i) will notify Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information or of any notice the Fund receives from the Commission pursuant to Rule 401(g)(2) of the Securities Act; (ii) will prepare and file with the Commission, promptly upon Xxxxx Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by Xxxxx Fargo Securities (provided, however, that the failure of Xxxxx Fargo Securities to make such request shall not relieve the Fund of any obligation or liability hereunder, or affect Xxxxx Fargo Securities’ right to rely on the representations and warranties made by the Fund in this Agreement); (iii) will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to Xxxxx Fargo Securities within a reasonable period of time before the filing and Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Xxxxx Fargo Securities to make such objection shall not relieve the Fund of any obligation or liability hereunder, or affect Xxxxx Fargo Securities’ right

to rely on the representations and warranties made by the Fund in this Agreement) and the Fund will furnish to Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 497 or Rule 424, as applicable, the Securities Act.

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

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

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

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

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

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

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

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

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

(k) Notice of Other Sales. The Fund will not, without giving Xxxxx Fargo Securities at least three (3) business days prior written notice of a proposed sale, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock during the period beginning on the fifth (5th)

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

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

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

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

(1) each time the Fund:

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

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

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

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

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

(o) Legal Opinion of the Fund. On the date hereof and within three (3) Trading Days of each Representation Date with respect to which the Fund is obligated to deliver a certificate in the form attached hereto as Exhibit F-1 and F-2 for which no waiver is applicable, the Fund shall cause to be furnished to Xxxxx Fargo Securities written opinions and letters of Xxxxx Xxxxx LLP, counsel to the Fund (“Fund Counsel”), and XxXxxxxxx Will & Xxxxx LLP, special Maryland counsel to the Fund (“Maryland Counsel”), or other counsel satisfactory to Xxxxx Fargo Securities, in form and substance satisfactory to Xxxxx Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits X-0, X-0 and D-3, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions and

letters for subsequent Representation Dates, Fund Counsel and Maryland Counsel may furnish Xxxxx Fargo Securities with a letter (a “Reliance Letter”) to the effect that Xxxxx Fargo Securities may rely on a prior opinion and letters delivered under this Section 6(o) to the same extent as if it were dated the date of such letters (except that statements in such prior opinions and letters shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In the event that a Representation Date is triggered by the filing of a Report, only the letter identified in Exhibit G shall be required.

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

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

Certificate”). The requirement to provide a Comfort Letter and CFO Certificate, as applicable, hereunder shall be waived if at the time of the required delivery of the Comfort Letter and CFO Certificate pursuant to this Agreement there is no Placement Notice outstanding or the Fund has suspended the sale of, or otherwise does not intend to sell, Placement Shares. Notwithstanding the foregoing, if the Fund subsequently decides to issue a Placement Notice or otherwise resume the sale of Placement Shares prior to the next occurring applicable Report or Financial Amendment, the Fund shall provide Xxxxx Fargo Securities with a Comfort Letter and CFO Certificate, as applicable, at or prior to the issuance of such Placement Notice or the resumption of the sale of Placement Shares.

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

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

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

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

(v) Securities Act, 1940 Act and Exchange Act. The Fund will use its best efforts to comply with all requirements imposed upon it by the Securities Act, 1940 Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Securities as contemplated by the provisions hereof and the Prospectus.

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

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

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

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

SECTION 7. Payment of Expenses.

(a) Expenses. The Fund will pay all costs, fees and expenses incurred in connection with performance of its obligations hereunder and in connection with the transactions contemplated under this Agreement, including, without limitation, (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto, (ii) the word processing, printing and delivery to Xxxxx Fargo Securities of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Securities, (iii) the preparation, issuance and delivery of the certificates for the Placement Securities to Xxxxx Fargo Securities, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Securities to Xxxxx Fargo Securities, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Fund, (v) the printing and delivery to Xxxxx Fargo Securities of copies of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by Xxxxx Fargo Securities to investors, (vi) the fees and expenses of the custodian and the transfer agent and registrar for the Securities, (vii) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to Xxxxx Fargo Securities in connection with, the review by FINRA of the terms of the sale of the Securities, (viii) the fees and expenses incurred in connection with the listing of the Placement Securities on the NYSE, (ix) the reasonable and documented disbursements of counsel for Xxxxx Fargo Securities in connection with the copying and delivery of closing documents delivered by the Fund or the Fund’s accountants or counsel (including any local counsel) and (x) the reimbursement of Xxxxx Fargo Securities for all of its reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for Xxxxx Fargo Securities incurred by Xxxxx Fargo Securities in connection with the transactions contemplated by this Agreement up to $50,000 per calendar year (the “Expenses”). The Expenses shall be due and payable by the Fund to Xxxxx Fargo Securities within five (5) business days of the Fund receiving notice thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

(l) Securities Act Filings Made. All filings with the Commission required by Rule 497 or Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497 or Rule 424, as applicable.

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

SECTION 9. Indemnification.

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

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 497 or Rule 424 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Fund in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Fund (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxx Fargo Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Information.

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

(c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to Xxxxx Fargo Securities and each person, if any, who controls Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by Xxxxx Fargo Securities; and counsel to the Fund, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall be selected by the Fund. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for Xxxxx Fargo Securities and each person, if any, who controls Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Fund, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 9 or Section 10 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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

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

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

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

The relative fault of the Fund and the Adviser on the one hand and Xxxxx Fargo Securities on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Fund, by the Adviser or by Xxxxx Fargo Securities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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

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

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

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

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

SECTION 12. Termination of Agreement.

(a) Termination; General. Xxxxx Fargo Securities may terminate this Agreement, by notice to the Fund or the Adviser, as hereinafter specified at any time if (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (ii) there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Xxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities; or (iii) trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or if trading generally on the American Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; or (iv) a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

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

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

SECTION 13. Notices. Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Xxxxx Fargo Securities shall be directed to Xxxxx Fargo Securities at Xxxxx Fargo Securities, LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Equity Syndicate; notices to the Fund and the Adviser shall be directed to it at Duff & Xxxxxx Investment Management, 000 Xxxxx Xxxxxx Xx., Xxxxx 000, Xxxxxxx, Xxxxxxxx, Attention of Xxxxxxx X. Xxxxxxx.

SECTION 14. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that Xxxxx Fargo Securities becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from Xxxxx Fargo Securities of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that Xxxxx Fargo Securities or a BHC Act Affiliate of Xxxxx Fargo Securities becomes subject to a proceeding under a U.S. Special Resolution Regime, rights under this Agreement that may be exercised against Xxxxx Fargo Securities are permitted to be exercised to no greater extent than such rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

SECTION 15. Parties. This Agreement shall inure to the benefit of and be binding upon Xxxxx Fargo Securities, the Fund, the Adviser and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than Xxxxx Fargo Securities, the Fund, the Adviser and their respective successors and the controlling persons and officers and directors referred to in Sections 9 and 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of Xxxxx Fargo Securities, the Fund and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from Xxxxx Fargo Securities shall be deemed to be a successor by reason merely of such purchase.

SECTION 16. Adjustments for Stock Splits. The parties acknowledge and agree that all stock-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Securities.

SECTION 17. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 18. Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or e-mail transmission. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic

signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 20. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

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

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

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

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

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

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

“Commission” means the Securities and Exchange Commission.

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

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

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

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

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

“GAAP” means generally accepted accounting principles.

“NYSE” means the New York Stock Exchange.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“Organizational Documents” means (a) in the case of a corporation, its charter and by laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability Fund, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability Fund agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.

“Rule 405,” “Rule 415,” “Rule 424,” “Rule 462(b),” and “Rule 497” refer to such rules under the Securities Act.

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

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

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

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

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

SECTION 21. Absence of Fiduciary Relationship. Each of the Fund and the Adviser, severally and not jointly, acknowledges and agrees that:

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

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

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

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

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

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

[Signature Page Follows.]

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


Very truly yours,

DNP SELECT INCOME FUND INC.

By:
		Name:
		Title:

DUFF & XXXXXX INVESTMENT MANAGEMENT CO.

By:
		Name:
		Title:


CONFIRMED AND ACCEPTED, as of the date first above written:

XXXXX FARGO SECURITIES, LLC

By
Authorized Signatory

EXHIBIT A

FORM OF PLACEMENT NOTICE


From:		[ ]

Cc:		[` ]

To:		[ ]

Subject: Equity Distribution—Placement Notice

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among DNP Select Income Fund Inc. (the “Fund”), Duff & Xxxxxx Investment Management Co. (the “Adviser”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo Securities”) dated March 3, 2023 (the “Agreement”), I hereby request on behalf of the Fund that Xxxxx Fargo Securities sell up to [•] shares of the Fund’s common stock, par value $0.001 per share, at a minimum market price of [ ] per share.

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

A-1

EXHIBIT B

AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES

XXXXX FARGO SECURITIES, LLC

Xxxxxxxx Xxxxx

Managing Director

(000) 000-0000

xxxxxxxx.x.xxxxx@xxxxxxxxxx.xxx

Xxxxxxx X’Xxxxxxx

Managing Director

(000) 000-0000

xxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx

Xxxxx Xxxxxxxx

Associate

(000) 000-0000

xxxxx.xxxxxxxx@xxxxxxxxxx.xxx

DNP SELECT INCOME FUND INC.

Xxxxx X. Xxxxxxxx, Xx.

President and Chief Executive Officer

(000) 000-0000

Xxxxx.Xxxxxxxx@xxxxx.xxx

Xxxxxx X. Xxxxxxxx

Executive Vice President and Assistant Secretary

(312) 917 -6593

xxx.xxxxxxxx@xxxxx.xxx

Xxxx X. Xxxxx

Treasurer and Assistant Secretary

(312) 917 -6529

xxxx.xxxxx@xxxxx.xxx

B-1

EXHIBIT C

COMPENSATION

Xxxxx Fargo Securities shall be paid compensation equal to up to 1.25% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement.

C-1

EXHIBIT D-1

FORM OF OPINION OF FUND COUNSEL

(1) The Fund is duly qualified to do business as a foreign corporation in each jurisdiction wherein it owns or leases properties or conducts material business, except where the failure to be so qualified, considering all such cases in the aggregate, would not have a Fund Material Adverse Effect. To our knowledge, the Fund has no subsidiaries.

(2) The Fund is duly registered with the Commission pursuant to Section 8 of the 1940 Act as a closed-end, diversified management investment company and the 1940 Act Notification has been duly filed with the Commission; to our knowledge, all action has been taken by the Fund as required by the Securities Act and the 1940 Act to permit the Fund to issue and sell the Securities to make the public offering and consummate the sale of the Securities as contemplated by the Equity Distribution Agreement; the Equity Distribution Agreement and each of the Fund Agreements complies in all material respects with all applicable provisions of the Securities Act, the 1940 Act and the Advisers Act; and to our knowledge, the Fund has not received any notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement.

(3) The Fund’s Organizational Documents comply in all material respects with the 0000 Xxx.

(4) Neither the issuance and sale of the Securities in accordance with the Equity Distribution Agreement, the execution, delivery or performance of the Equity Distribution Agreement or any of the Fund Agreements by the Fund, nor the consummation by the Fund of the transactions contemplated herein or therein or the adoption of the Fund’s Dividend Reinvestment Plan (i) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease, mortgage, deed of trust or other instrument to which the Fund is a party or by which it or any of its properties may be bound of which we have knowledge or (ii) violates or will violate any statute, law, regulation or, to our knowledge, filing or judgment, injunction, order or decree of any U.S. federal or New York state court or governmental authority applicable to the Fund or any of its properties or will result in the creation or imposition of any security interest, lien, charge or encumbrance upon any property or assets of the Fund pursuant to the terms of any agreement or instrument to which the Fund is a party or by which the Fund may be bound or to which any of the property or assets of the Fund is subject, except any such conflicts or violations that would not reasonably be expected to have a Fund Material Adverse Effect.

(5) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any U.S. federal or New York state court or governmental authority or agency, and no authorization, approval, vote or other consent of any other person or entity, is necessary or required under U.S. federal or New York state law for the performance by the Fund of its obligations under the Equity Distribution Agreement or the Fund Agreements, for the offering, issuance, sale or delivery of the Securities pursuant to the Equity Distribution Agreement, or for the consummation of any of the other transactions contemplated by the Equity Distribution Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement and the Prospectus, except such as have been already obtained under the Securities Act, the 1940 Act, the rules and regulations of FINRA and the NYSE and such as may be required under state securities laws.

D-1

(6) The Securities are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE; and the form of certificate that may be used to evidence the shares complies in all material respects with the applicable requirements of the rules of NYSE, in each case as in effect on the date hereof.

(7) The statements set forth under the headings “Description of Capital Stock,” “Certain United States Federal Income Tax Considerations” and “Taxes” in the Registration Statement and Prospectus, insofar as such statements purport to summarize certain provisions of the 1940 Act, United States federal income tax law and regulations or legal conclusions with respect thereto, fairly and accurately summarize such matters in all material respects.

(8) To our knowledge, there are no legal or governmental proceedings pending or threatened to which the Fund is a party that are required to be described in the Registration Statement or the Prospectus and are not so described therein, and no contract, indenture, lease, agreement or other document is required to be described in the Registration Statement or Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required.

(9) The filing of the Prospectus pursuant to Rule 497 under the 1940 Act has been made in the manner and within the time period required by Rule 497(h) of the Securities Act; to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened by the Commission and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which we express no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act and the 1940 Act.

(10) The Registration Statement and the Prospectus (in each case, other than the financial statements and the other financial information contained therein or incorporated therein by reference and other than any exhibits, schedules or appendices included or incorporated by reference therein, as to which we express no opinion) appear on their face to be appropriately responsive in all material respects with the applicable requirements of the Securities Act and the 1940 Act and oral guidance from the Commission staff, as memorialized in correspondence filed on behalf of the Fund on February 23, 2023.

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

D-2

EXHIBIT D-2

FORM OF NEGATIVE ASSURANCE LETTER OF FUND COUNSEL

Subject to the foregoing, we confirm to you that, in the course of performing the services referred to above, no facts have come to our attention that caused us to believe that:

(1) the Registration Statement, as of its most recent effective date pursuant to, and within the meaning of, Rule 430B(f)(2) under the Securities Act, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(2) the Prospectus, as of its date or the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

X-0

XXXXXXX X-0

FORM OF OPINION OF SPECIAL MARYLAND COUNSEL

(1) The Company is duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Company has the corporate power to own its properties and assets and to conduct its business in all material respects as described in the Registration Statement and the Prospectus.

(2) The Company has the corporate power to enter into the Equity Distribution Agreement and the Fund Agreements. The execution and delivery of, and the performance by the Company of its obligations under, the Equity Distribution Agreement and the Fund Agreements have been duly and validly authorized by the Company.

(3) Neither the issuance and sale of the Shares in accordance with the Equity Distribution Agreement, the execution, delivery or performance of the Equity Distribution Agreement or any of the Fund Agreements by the Company, nor the consummation by the Company of the transactions contemplated therein (a) violate the Charter or the Bylaws, or (b) violates any statute, law, regulation or filing or, so far is known to us, any judgment, injunction, order or decree of any Maryland state court or government authority applicable to the Company or any of its properties.

(4) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Maryland state court acting pursuant to the Maryland General Corporation Law (the “MGCL”) or government authority or agency having jurisdiction over the Company or any of its properties or assets is necessary or required under the MGCL for the performance by the Company of its obligations under the Equity Distribution Agreement or the Fund Agreements, for the offering, issuance, sale or delivery of the Shares hereunder or for the consummation of any of the other transactions contemplated by the Equity Distribution Agreement or the Fund Agreements, in each case on the terms contemplated by the Registration Statement and the Prospectus, except such as may be required under state securities laws.

(5) The Company has an authorized capitalization as set forth in the Prospectus. All of the outstanding shares have been duly authorized and validly issued, and are fully paid and non-assessable. The Shares have been duly authorized by all necessary corporate action of the Company under the MGCL and, when issued to and paid for by Xxxxx Fargo in accordance with the Equity Distribution Agreement, will be validly issued, fully paid and non-assessable. The form of certificate that may be used to evidence the Shares complies in all material respects with the applicable requirements of the Charter, the Bylaws and the MGCL.

(6) No holders of outstanding shares of Common Stock are entitled as such to any preemptive or other similar rights to subscribe for any shares of Common Stock under the Charter, the Bylaws or the MGCL.

D-1

(7) The statements set forth under the headings “Description of Capital Stock” and “Certain Provisions of the Charter and By-Laws” in the Prospectus, insofar as such statements constitute a summary of the Charter, the Bylaws or the MGCL, constitute accurate summaries thereof.

D-2

EXHIBIT E-1

FORM OF OPINION OF ADVISER’S COUNSEL

(1) The Adviser is validly existing and in good standing as a corporation under the laws of the State of Illinois, with power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification.

(2) The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Management Agreement; and, to the best of my knowledge after reasonable inquiry, there does not exist any proceeding which should reasonably be expected to adversely affect the registration of the Adviser with the Commission.

(3) The Adviser has the power and authority to enter into the Equity Distribution Agreement or the Fund Agreements to which it is a party; the execution and delivery of, and the performance by the Adviser of its obligations under the Equity Distribution Agreement or the Fund Agreements to which it is a party have been duly and validly authorized by the Adviser; and the Equity Distribution Agreement or the Fund Agreements to which it is a party are valid and legally binding agreements of the Adviser, enforceable against the Adviser in accordance with their terms except as rights to indemnity and contribution in the Equity Distribution Agreement and Fund Agreements and as may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors’ rights generally and by general equitable principles.

(4) The Investment Management Agreement complies in all material respects with all applicable provisions of the Advisers Act and the 0000 Xxx.

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

E-1

(6) (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, and (B) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Adviser of its obligations under the Equity Distribution Agreement or the Fund Agreements to which it is a party for the offering, issuance, sale or delivery of the Securities under, or for the consummation of any of the other transactions contemplated by the Equity Distribution Agreement or the Fund Agreements to which it is a party in each case on the terms contemplated by the Registration Statement and the Prospectus, except such as have been already obtained under the Securities Act, the 1940 Act, the rules and regulations of FINRA and the NYSE and such as may be required under state securities laws.

(7) To the my knowledge, there is not pending or, to the best of my knowledge, after due inquiry, expressly threatened any action, suit, proceeding, inquiry or investigation, to which the Adviser is a party, or to which the property of the Adviser is subject, before or brought by any court or governmental body, domestic or foreign, which might reasonably be expected to (A) result in any Adviser Material Adverse Effect, (B) materially and adversely affect the properties or assets of the Adviser or (C) materially impair or adversely affect the ability of the Adviser to function as an investment adviser or perform its obligations under the Investment Management Agreement, or which is required to be disclosed in the Registration Statement and the Prospectus but are not disclosed as required.

(8) To the best of my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, or to be filed as exhibits thereto, other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects.

(9) The Adviser has all material permits, licenses, franchises and authorizations of governmental or regulatory authorities as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), and to perform its obligations under the Investment Management Agreement.

(10) I have no reason to believe that the Registration Statement as of its most recent effective date contained any untrue statement of a material fact or omitted to state any material fact concerning the Adviser required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date and on the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact concerning the Adviser necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which I express no opinion).

E-2

EXHIBIT E-2

FORM OF OPINION OF SPECIAL ILLINOIS COUNSEL

(1) The Adviser is a corporation validly existing and in corporate good standing under the Illinois Business Corporation Act of 1983 (810 ILCS 5/1.01 et seq.) as applied by courts located in Illinois, with the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.

(2) The execution and delivery by the Adviser of each Fund Agreement, and the performance by the Adviser of its obligations under each of the Fund Agreements, are within the Adviser’s corporate powers and have been duly authorized by all requisite corporate action on the part of the Adviser. The Adviser has duly executed and delivered each of the Fund Agreements.

(3) The execution and delivery by the Adviser of each of the Fund Agreements and compliance by the Adviser with the provisions thereof will not violate any of the provisions of the Governing Documents of the Adviser, any statute, rule or regulation of the State of Illinois applicable to the Adviser, or, to the best of our knowledge, any judgment, order, writ, injunction or decree of any court or other tribunal located in the State of Illinois directed against and naming the Adviser. No consent or approval by, or any notification of or filing with, any Illinois state court, public body or authority is required pursuant to Illinois state law to be obtained or effected by the Adviser in connection with the execution, delivery and performance by the Adviser of each of the Fund Agreements.

E-1

EXHIBIT F-1

FUND OFFICER’S CERTIFICATE

Each of the undersigned, solely in their respective capacities as officers of DNP Select Income Fund Inc. (the “Fund”), a Maryland corporation, does hereby certify in such capacity and on behalf of the Fund, pursuant to Section 6(n) of the Equity Distribution Agreement dated March 3, 2023 (the “Agreement”) by and among the Fund, Duff & Xxxxxx Investment Management Co. and Xxxxx Fargo Securities, LLC, as follows:

(i) The undersigned has read the Registration Statement;

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

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

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

F-1

EXHIBIT F-2

ADVISER OFFICER’S CERTIFICATE

Each of the undersigned, solely in their respective capacities as officers of Duff & Xxxxxx Investment Management Co. (the “Adviser”), an Illinois corporation, does hereby certify in such capacity and on behalf of the Fund, pursuant to Section 6(n) of the Equity Distribution Agreement dated March 3, 2023 (the “Agreement”) among DNP Select Income Fund Inc., the Adviser and Xxxxx Fargo Securities, LLC, as follows:

(i) The undersigned has read the Registration Statement;

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

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

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

F-1

EXHIBIT G

FORM OF OPINION OF FUND COUNSEL

SEMI-ANNUAL & ANNUAL REPORT FILINGS

The Registration Statement has become effective under the Securities Act and the Prospectus was filed on [—], 2023 pursuant to Rule 497(h) under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act has been issued or proceeding for that purpose instituted or threatened by the Commission.

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

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

G-1

EXHIBIT H

FORM OF CFO CERTIFICATE

This certificate of DNP Select Income Fund Inc., a Maryland corporation (the “Fund”), is being delivered on behalf of the Fund by [ ], in connection with the Equity Distribution Agreement, dated March 3, 2023, among the Fund, Duff & Xxxxxx Investment Management Co., Xxxxx Fargo Securities, LLC (“Xxxxx Fargo Securities”) in relation to the issuance and sale from time to time of shares of up to shares of the Fund’s common stock through Xxxxx Fargo Securities.

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

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

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

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

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

G-1

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DNP SELECT INCOME FUND INC. Up To $126,843,417 of Shares of Common Stock AMENDED & RESTATED EQUITY DISTRIBUTION AGREEMENT

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