Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 1, 2012, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) 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 AAU wi
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
Shares STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND COMMON SHARES, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
Reference is made to the Underwriting Agreement dated , 2012 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Total Income Fund (the “Fund”), Stone Harbor Investment Partners LP (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Stock (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 • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement (the “Agreement”) is between Stone Harbor Investment Partners LP (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
Reference is made to the Underwriting Agreement dated , 2012 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Total Income Fund, a Massachusetts business trust (the “Fund”), Stone Harbor Investment Partners LP, a Delaware limited partnership (the “Investment Manager”), and each of the Underwriters named in Exhibit A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
