DNP SELECT INCOME FUND INC.

            (formerly known as DUFF & PHELPS UTILITIES INCOME INC.)



                                    BYLAWS



                     (as amended through February 21, 2003)





                                  ARTICLE I



                                   OFFICES



     Section 1.01. Principal office. The principal office of the corporation

in the State of Maryland shall be located in the City of Baltimore.



     Section 1.02. Other offices. The corporation may also have offices at

such other places both within and without the State of Maryland as the board

of directors may from time to time determine or the business of the

corporation may require.



                                  ARTICLE II



                            MEETING OF STOCKHOLDERS



     Section 2.01. Place of meetings. All meetings of the stockholders shall

be held at such place in the United States as shall be designated from time to

time by the board of directors.



     Section 2.02. Annual meeting. Beginning with the annual meeting of

stockholders to be held in 2003, the annual meeting of stockholders shall be

held on the third Tuesday of April or at such date and time between April 15

and May 15 of each year as shall be designated from time to time by the board

of directors and stated in the notice of the meeting, at which they shall elect

a board of directors and transact such other business as may properly be

brought before the meeting.



     Section 2.03. Special meetings. Special meetings of stockholders, for

any purpose or purposes, unless otherwise prescribed by statute or by the

charter of the corporation, may be called at any time by the chairman, the

president or the board of directors. Special meetings of stockholders shall be

called by the secretary upon the written request of stockholders entitled to

cast at least 25 percent of all the votes entitled to be cast at such meeting,

provided that (a) such request shall state the purpose or purposes of the

meeting and the matters proposed to be acted on at it; and (b) the

stockholders requesting the meeting shall have paid to the corporation the

reasonably estimated cost of preparing and mailing the notice thereof, which

the secretary shall determine and specify to such stockholders. Upon payment

of these costs to the corporation, the secretary shall notify each stockholder

entitled to notice of the meeting. Unless requested by stockholders entitled

to cast a majority of all the votes entitled to be cast at the meeting, a

special meeting need not be called to consider any matter which is

substantially the same as a matter voted on at any special meeting of

stockholders held during the preceding twelve months.







                                     1

{PAGE}



     Section 2.04. Stockholders entitled to vote; number of votes. If a record

date has been fixed for the determination of stockholders entitled to notice

of or to vote at any meeting of stockholders, each stockholder of the

corporation shall be entitled to vote, in person or by proxy, each share of

stock (or fraction thereof) registered in his name on the books of the

corporation outstanding at the close of business on such record date, with one

vote (or fraction of a vote) for each share (or fraction thereof) so

outstanding.



     Section 2.05. Notice of meetings. Written notice of each meeting of

stockholders stating the place, date and hour of the meeting and, in the case

of a special meeting or if otherwise required by law, the purpose or purposes

for which the meeting is called, shall be given not less than 10 nor more than

90 days before the date of the meeting, to each stockholder entitled to vote

at such meeting.



     Section 2.06. Quorum; adjournment. The holders of a majority of the stock

entitled to vote at a meeting of stockholders, present in person or

represented by proxy, shall constitute a quorum at the meeting for the

transaction of business except as otherwise provided by statute or by the

charter of the corporation. If, however, such quorum shall not be present or

represented at any meeting of stockholders, the stockholders entitled to vote

thereat present in person or represented by proxy shall have the power to

adjourn the meeting from time to time, without notice other than announcement

at the meeting, until a quorum shall be present or represented. At any

adjourned meeting at which a quorum shall be present or represented any

business may be transacted which might have been transacted at the meeting as

originally notified. If the adjourned meeting is more than 120 days after the

original record date, or if after the adjournment a new record date is fixed

for the adjourned meeting, a notice of the adjourned meeting shall be given to

each stockholder entitled to vote at the meeting.



     Section 2.07. Voting. When a quorum is present at any meeting, the vote

of the holders of a majority of the stock having voting power present in

person or represented by proxy and voting on the question shall decide any

question brought before such meeting, unless the question is one upon which,

by express provision of any statute or the charter of the corporation or these

bylaws, a different vote is required, in which case such express provision

shall govern and control the decision of such question.



     Section 2.08. Proxies. No proxy shall be valid more than eleven months

after its date, unless it provides for a longer period.



     Section 2.09. Stock ledger. The secretary of the corporation shall cause

an original or duplicate stock ledger to be maintained at the office of the

corporation's transfer agent.



                                 ARTICLE III



                           DIRECTORS AND COMMITTEES



     Section 3.01. Function and powers. The business and affairs of the

corporation shall be managed under the direction of its board of directors.

All powers of the corporation may be exercised by or under the authority of

the board of directors except as conferred on or reserved to the stockholders

by statute or the charter of the corporation or these bylaws.







                                     2

{PAGE}



     Section 3.02. Number. The board of directors shall consist of 3

directors, which number may be increased or decreased by a resolution of a

majority of the entire board of directors, provided that the number of

directors shall not be less than 3 or more than 15.



     Section 3.03. Vacancies. Any vacancy occurring in the board of directors

for any cause other than by reason of an increase in the number of directors

may be filled by a majority of the remaining members of the board of

directors, although such majority is less than a quorum; provided, however,

that no vacancy shall be so filled unless immediately thereafter at least

two-thirds of the directors then holding office shall have been elected to

such office by the stockholders, and provided further that if at any time

(other than prior to the first annual meeting of stockholders) less than a

majority of the directors holding office at that time were elected by the

stockholders, a meeting of the stockholders shall be held promptly and in any

event within 60 days for the purpose of electing directors to fill any

existing vacancy in the board of directors, unless the Securities and Exchange

Commission shall by order extend such period under the authority granted by

section 16(a) of the Investment Company Act of 1940. A director elected to

fill a vacancy shall be elected to hold office until the next annual meeting

of stockholders or until his successor is elected and qualifies.



     Section 3.04. Annual and regular meetings. The first meeting of each

newly elected board of directors shall be held immediately after the

adjournment of the annual meeting of stockholders, or at such other time or

place as shall be specified in a notice given as hereinafter provided for

special meetings of the board of directors, or as shall be specified in a

written waiver signed by any director who is not present at the meeting. The

board of directors from time to time may provide for the holding of regular

meetings of the board and fix their time and place.



     Section 3.05. Special meetings. Special meetings of the board may be

called by the chairman on three days' notice to each director, either

personally or by mail or by telegram. Special meetings shall be called by the

chairman or secretary in like manner and on like notice on the written request

of a majority of the directors or a majority of the members of the executive

committee.



     Section 3.06. Quorum and voting. At all meetings of the board the act of

a majority of the directors present at any meeting at which there is a quorum

shall be the act of the board of directors, except as may be otherwise

specifically provided by statute or the charter of the corporation or these

bylaws. If a quorum shall not be present at any meeting of the board of

directors, the directors present thereat may adjourn the meeting from time to

time, without notice other than announcement at the meeting, until a quorum

shall be present.



     Section 3.07. Telephone meetings. Members of the board of directors or

any committee thereof may participate in a meeting of such board or committee

by means of a conference telephone or similar communications equipment by

means of which all persons participating in the meeting can hear each other at

the same time, and participation by such means shall constitute presence in

person at the meeting, except as may be otherwise specifically provided by

statute or the charter of the corporation or these bylaws.







                                     3

{PAGE}



     Section 3.08. Action without meeting. Unless otherwise restricted by

statute or the charter of the corporation or these bylaws, any action required

or permitted to be taken at any meeting of the board of directors or of any

committee thereof may be taken without a meeting if a unanimous written

consent which sets forth the action is signed by each member of the board or

committee, as the case may be, and filed with the minutes of proceedings of

the board or committee.



     Section 3.09. Committees. The board of directors may, by resolution

passed by a majority of the entire board, designate an executive committee and

other committees, each committee to consist of two or more directors of the

corporation. In the absence of a member of a committee, the members thereof

present at any meeting, whether or not they constitute a quorum, may appoint

another member of the board of directors to act at the meeting in the place of

any such absent member.



     Section 3.10. Executive committee. Unless otherwise provided by

resolution of the board of directors, the executive committee shall have and

may exercise all powers of the board of directors in the management of the

business and affairs of the corporation that may lawfully be exercised by an

executive committee, except the power to: (i) declare dividends or

distributions on stock; (ii) issue stock; (iii) recommend to the stockholders

any action which requires stockholder approval; (iv) amend the bylaws; or (v)

approve any merger or share exchange which does not require stockholder

approval.



     Section 3.11. Other committees. To the extent provided by resolution of

the board of directors, other committees of the board shall have and may

exercise any of the powers that may lawfully be granted to the executive

committee.



     Section 3.12. Minutes of committee meetings. Each committee shall keep

regular minutes of its meetings and report the same to the board of directors

when required.



     Section 3.13. Expenses and compensation of directors. The directors may

be paid their expenses, if any, of attendance at each meeting of the board of

directors and may be paid a fixed sum for attendance at each meeting of the

board of directors or a stated salary as director, or both. No such payment

shall preclude any director from serving the corporation in any other capacity

and receiving compensation therefor. Members of special or standing committees

may be allowed like compensation for attending committee meetings.



     Section 3.14. Retirement of directors. Effective with the elections of

directors to be held at the annual meeting of stockholders in 1992, no person

shall stand for election or reelection as a director of the Fund if that

person would be 75 years old or older at the date of the proxy statement for

the meeting of stockholders at which such election would take place, unless

such person's candidacy shall have been approved by a unanimous vote of all of

the directors then in office (other than any director whose candidacy is being

approved).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC