WELLS FARGO SECURITIES, LLC FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of [ ], is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AA
FORM OF MASTER SELECTED DEALERS AGREEMENT WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
FORM OF CUSTODIAN AGREEMENTForm of Custodian Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • Massachusetts
This Agreement, dated as of , 2014, between TEKLA HEALTHCARE OPPORTUNITIES FUND, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
This agreement is between Tekla Capital Management LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Tekla Healthcare Opportunities Fund (the “Trust”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • June 19th, 2017 • Tekla Healthcare Opportunities Fund • New York
This Agreement is made as of January 1, 2016, by and among Tekla World Healthcare Fund, Tekla Healthcare Opportunities Fund, Tekla Healthcare Investors and Tekla Life Sciences Investors, Massachusetts business trusts (together, the “Tekla Funds” or the “Funds”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Tekla Capital Management LLC (the “Investment Adviser”).
TEKLA HEALTHCARE OPPORTUNITIES FUND [·] Common Shares of Beneficial Interest $20.00 per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
Tekla Healthcare Opportunities Fund, a Massachusetts business trust (the “Trust”) and Tekla Capital Management LLC, a Delaware limited liability company (the “Adviser”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, [REPRESENTATIVES] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Trust of a total of [·] common shares of beneficial interest, par value $0.01 per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option descr
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated July [·], 2014 (the “Underwriting Agreement”), by and among Tekla Healthcare Opportunities Fund (the “Trust”), Tekla Capital Management LLC (the “Company”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
TEKLA HEALTHCARE OPPORTUNITIES FUND FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 26th, 2014 • Tekla Healthcare Opportunities Fund • Massachusetts
THIS INVESTMENT ADVISORY AGREEMENT, dated as of [ ], 2014 between TEKLA HEALTHCARE OPPORTUNITIES FUND, a Massachusetts business trust (the “Fund”), and TEKLA CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Investment Adviser”),
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between Pershing LLC (“Pershing”) and Tekla Capital Management (the “Investment Adviser”).
TRANSFER AGENCY AND SERVICE AGREEMENT between H & Q LIFE SCIENCES & H & Q HEALTHCARE INVESTORS and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE SHAREHOLDER SERVICES, INC.Transfer Agency • June 26th, 2014 • Tekla Healthcare Opportunities Fund • Massachusetts
AGREEMENT made as of the 1st day of March, 2006, by and between H & Q Life Sciences Investors, Inc. and H & Q Healthcare Investors, a corporation, having its principal office and place of business at 30 Rowes Wharf, 4th Floor, Boston, Massachusetts 02110 (each a “Customer” or the “Customer”), and Computershare Shareholder Services, Inc., (formerly known as EquiServe, Inc.) a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., (formerly known as EquiServe Trust Company, N.A.) a federally chartered trust company doing business at 150 Royall Street, Canton, Massachusetts 02021, (collectively, the “Transfer Agent” or individually “CSS” and the “Trust Company”, respectively).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
This agreement is between Tekla Capital Management LLC (including any successor or assign by merger or otherwise, the “Adviser”) and UBS Securities LLC (“UBS”) with respect to the underwriting of Tekla Healthcare Opportunities Fund (the “Fund”).
FORM OF SUPPORT SERVICES AGREEMENTSupport Services Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
This Agreement is made as of , 2014, by and among Tekla Healthcare Opportunities Fund, a Massachusetts Business trust (the “Fund”) and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund
This Subscription Agreement is hereby made as of the day of , 2014, by and between Tekla Healthcare Opportunities Fund, a Massachusetts business trust (“Trust”) and Tekla Capital Management LLC (“Subscriber”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between D.A. Davidson & Co. (“Davidson”) and Tekla Capital Management LLC (the “Investment Adviser”).
FORM OF DISTRIBUTION ASSISTANCE AGREEMENTForm of Distribution Assistance Agreement • June 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
This Agreement is made as of , 2014, by and among Tekla Capital Management LLC, a Delaware limited liability company (the “Adviser”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between Wedbush Securities Inc. (“Wedbush”) and Tekla Capital Management LLC (the “Investment Adviser”).
STRUCTURING FEE AGREEMENTUnderwriting Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated July [·], 2014 (the “Underwriting Agreement”), by and among Tekla Healthcare Opportunities Fund (the “Fund”), Tekla Capital Management LLC (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • June 26th, 2014 • Tekla Healthcare Opportunities Fund • Massachusetts
Agreement dated as of , 2014 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and Tekla Healthcare Opportunities Fund (the “Trust”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between Janney Montgomery Scott LLC (“Janney”) and Tekla Capital Management LLC (the “Investment Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated July [·], 2014 (the “Underwriting Agreement”), by and among Tekla Healthcare Opportunities Fund (the “Fund”), Tekla Capital Management LLC (the “Company”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 25th, 2014 • Tekla Healthcare Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of July [·], 2014, between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and Tekla Capital Management LLC (the “Adviser”).
