Procedure for Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters

It is the policy of DNP Select Income Fund Inc. (the “Fund”) to treat complaints about accounting, internal accounting controls, or auditing matters seriously and expeditiously.  Officers and employees of the Fund and of the Fund’s investment adviser, administrator, principal underwriter (if any), custodian and any other provider of accounting related services to the Fund (collectively “Fund-Related Personnel”), as well as any other person, will be given the opportunity to submit confidential and anonymous complaints about accounting, internal accounting controls or auditing matters for review by an appropriate investigative team and, if appropriate, by the Audit Committee of the Fund’s Board of Directors.  These complaints will be handled in a manner that protects the confidentiality and anonymity of the person submitting the complaint when so requested by that person.  Complaints will be investigated by persons that have sufficient familiarity with the subject area to conduct an effective investigation.

No Fund-Related Personnel will be terminated or otherwise retaliated against for submitting a complaint under this procedure if such Fund-Related Personnel reasonably believe that the complaint involves a violation of federal securities or anti-fraud laws.

The Fund is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices.  In order to facilitate the reporting of complaints, the Fund’s Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

These procedures relate to complaints by Fund-Related Personnel or any other persons regarding accounting, internal accounting controls or auditing matters, including, without limitation, the following:

•    fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Fund;

•    fraud or deliberate error in the recording and maintaining of financial records of the Fund;

•    deficiencies in or noncompliance with the Fund’s internal accounting controls;

•    misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Fund; or

•    deviation from full and fair reporting of the Fund’s financial condition.

The Fund has established a procedure to allow Fund-Related Personnel or any other persons to submit confidential, anonymous complaints about accounting, internal accounting controls, or auditing matters.  This procedure is available on the Fund’s website at www.dnpselectincome.com.

1.    Corporate Compliance Helpline:  Fund-Related Personnel or any other persons with complaints about accounting, internal accounting controls, or auditing matters can call 1-800-813-8180 to submit their complaint.  Persons who call this number need not leave their name or other personal information.  The investigation that follows from this call will be conducted in a manner that protects the confidentiality and anonymity of the person making the call.  The intake phone call will be received by the Chief Compliance Officer of The Phoenix Companies, Inc. (the “PNX Chief Compliance Officer”), or his or her designee with specific authorization to receive Helpline calls.  The following information will be requested by the person receiving the call:

•    Department or division of the company in which the caller works, if applicable;

•    Date of the call;

•    Any relevant information concerning the allegations; and,

•    Name of the caller (unless anonymous).

The information from the call will be documented and shall include at a minimum the full written description of the information concerning the allegations.

2.    PhoenixNet:  Fund-Related Personnel who have access to PhoenixNet may submit complaints about accounting, internal accounting controls, or auditing matters on the Corporate Compliance section of the PhoenixNet.  Persons submitting this information need not provide their name or other personal information.  The investigation that follows from this complaint will be conducted in a manner that protects the confidentiality and anonymity of the person submitting the complaint.

3.    Written Complaints:  Fund-Related Personnel or any other persons may submit written complaints about Fund accounting, internal accounting controls, or auditing matters to:

John Flores
Chief Compliance Officer
The Phoenix Companies, Inc.
One American Row
Hartford, CT 06102

    Persons submitting this information need not give their name or other personal information.  The investigation that follows from this complaint will be conducted in a manner that protects the confidentiality and anonymity of the person submitting the complaint.

4.    Alternative Contact:  If at any time any person wishing to submit a complaint has reason to believe that the PNX Chief Compliance Officer is involved in the activity, employees may contact the PNX General Counsel directly.  Fund-Related Personnel or any other persons may submit written complaints about Fund accounting, internal accounting controls, or auditing matters involving the PNX Chief Compliance Officer to:

Tracy L. Rich
General Counsel
The Phoenix Companies, Inc.
One American Row
Hartford, CT 06102

1.    Any complaint made about accounting, internal accounting controls, or auditing matters shall be received by the PNX Chief Compliance Officer and immediately reported to the Corporate Auditor of The Phoenix Companies, Inc. (“PNX Corporate Auditor”), the Fund’s legal counsel and the Fund’s Chief Compliance Officer (collectively, the “Review Team”) and to the Chairman of the Fund’s Audit Committee.

2.    Within three business days, the Review Team shall review the complaint. Upon evaluating the allegations contained in the complaint, the Fund’s legal counsel will establish a procedure for investigating the complaint, and the procedure chosen shall be consistent with the Fund’s desire to investigate thoroughly any complaint regarding accounting, internal accounting controls, or auditing matters.

3.    The PNX Corporate Auditor shall assign an individual with familiarity with accounting, internal accounting controls, or auditing to investigate the complaint.  If at any time the investigator believes he or she has discovered evidence of criminal wrongdoing, that person shall immediately contact the Fund’s legal counsel so further investigation can be promptly undertaken.

4.    Unless otherwise directed by the Fund’s legal counsel, the person assigned to investigate shall conduct a thorough investigation of the complaint and shall within 25 days report his or her findings or recommendations to the Fund’s legal counsel.  An extension may be obtained from the Fund’s legal counsel.  The report should be documented and forwarded to the Fund’s legal counsel with copies to the other members of the Review Team.

5.    If necessary, the person assigned to the investigation or the PNX Corporate Auditor shall obtain additional resources that may be necessary to conduct the investigation.

6.    Prior to each regularly scheduled meeting of the Fund’s Audit Committee, and whenever else as deemed necessary by the Fund’s legal counsel, the Fund’s Chief Compliance Officer shall submit to the Fund’s Audit Committee and Treasurer and to the PNX Corporate Auditor a report that summarizes each complaint made within the last 12 months and shows specifically:  (a) the complainant (unless anonymous, in which case the report will so indicate), (b) a detailed description of the substance of the complaint, (c) the status of the investigation, (d) any conclusions reached by the investigator, and (e) findings and recommendations by the Fund’s Compliance Officer, the Fund’s legal counsel or PNX Corporate Auditor.

7.    The PNX Corporate Auditor, with consultation from the Fund’s legal counsel, shall provide a summary of such complaints to the Fund’s external auditors.  

8.    At any time with regard to any complaint, the Fund’s legal counsel may specify a different procedure for investigating and treating such a complaint, such as when the complaint concerns pending litigation.  The procedure chosen by the Fund’s legal counsel shall be consistent with the Fund’s desire to investigate thoroughly any complaint regarding accounting, internal accounting controls, or auditing matters.

All complaints and documents relating to such complaints made through the procedures outlined above shall be retained for at least five years, after which the information may be destroyed unless the information may be relevant to any pending or potential litigation, inquiry, or investigation, in which case the information may not be destroyed and must be retained for the duration of that litigation, inquiry, or investigation and thereafter as necessary.