Schedule 13d
| Filed by: | WESTERN INVESTMENT LLC |
| Subject Company: | COHEN & STRS SEL UTL |
| Filed as of Date: | 03/07/2008 |
| View Original Filing on Edgar's | |
Exhibit 99.2
POWER
OF ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints Arthur D. Lipson signing
singly, the undersigned's true and lawful attorney-in-fact to take any and all
action in connection with the investment by Western Investment LLC, or its
affiliates (“Western”), in the voting securities of Cohen & Steers Select
Utility Fund, Inc. (“UTF”), including without limitation, relating to the
formation of a Group (as defined below) between the undersigned and Western, all
filings on Schedule 13D (as defined below), all filings on Forms 3, 4 and 5 (as
defined below), any solicitation of proxies in support of the election of
directors of UTF or other proposal(s), and all other matters related, directly
or indirectly, to UTF (together, the “Investment”). Such action shall
include, but not be limited to:
1. executing
for and on behalf of the undersigned all Schedules 13D (“Schedule 13D”) required
to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and the rules thereunder in connection with the
Investment;
2. executing
for and on behalf of the undersigned all Forms 3, 4 and 5 (“Forms 3, 4 and 5”)
required to be filed under Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder in connection with the Investment;
3. executing
for and on behalf of the undersigned all Joint Filing and Solicitation
Agreements or similar documents pursuant to which the undersigned shall agree to
be a member of a group, as contemplated by Rule 13d-1(k) promulgated under the
Exchange Act (a “Group”), in connection with the Investment;
4. performing
any and all acts for and on behalf of the undersigned that may be necessary or
desirable to complete and execute any such document, complete and execute any
amendment or amendments thereto, and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
5. taking
any other action of any type whatsoever in connection with the Investment which
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The
undersigned hereby grants to such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned's responsibilities to comply with Section
13(d), Section 16 or Section 14 of the Exchange Act.
This
Power of Attorney shall remain in full force and effect until March 6, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of March,
2008.
| /s/ Lynn D. Schultz |
|
Lynn
D. Schultz
|


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