0001104659-14-053747 Sample Contracts

SALES INCENTIVE FEE AGREEMENT
Sales 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”).

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STRUCTURING FEE AGREEMENT
Structuring 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”).

STRUCTURING FEE AGREEMENT
Structuring 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.

SALES INCENTIVE FEE AGREEMENT
Sales 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”).

STRUCTURING FEE AGREEMENT
Structuring 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”).

SALES INCENTIVE FEE AGREEMENT
Sales 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”).

SALES INCENTIVE FEE AGREEMENT
Sales 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 AGREEMENT
Structuring 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 “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.

SALES INCENTIVE FEE AGREEMENT
Sales 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 AGREEMENT
Structuring 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 AGREEMENT
Structuring 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”).

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