WELLS FARGO SECURITIES, 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 • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, 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 accep
MILLER/HOWARD HIGH INCOME EQUITY FUND Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
Miller/Howard High Income Equity Fund, a Delaware statutory trust (the “Fund”) and Miller/Howard Investments, Inc., a Delaware corporation (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 Fund of a total of [·] common shares of beneficial interest, par value $0.001 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 Fund to the Underwriters, acting severally and not jointly, of the option described in Section
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, 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).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
Reference is made to the Underwriting Agreement dated November [24], 2014 (the “Underwriting Agreement”), by and among Miller/Howard High Income Equity Fund (the “Fund”), Miller/Howard Investments, Inc. (the “Investment Manager”) 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 $0.001 (the “Common Shares”), as described therein (the “Offering”). This Structuring Fee Agreement provides for services that are separate and distinct from those services provided in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
Reference is made to the Underwriting Agreement dated November [24], 2014 (the “Underwriting Agreement”), by and among Miller/Howard High Income Equity Fund (the “Fund”), Miller/Howard Investments, Inc. (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. This Structuring Fee Agreement provides for services that are separate and distinct from those services provided in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENT November [28], 2014Structuring Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
Reference is made to the Underwriting Agreement dated November [24], 2014 (the “Underwriting Agreement”), by and among Miller/Howard High Income Equity Fund (the “Fund”), Miller/Howard Investments, Inc. (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). This Structuring Fee Agreement provides for services that are separate and distinct from those services provided in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund
Purchase Agreement dated November 3, 2014 between Miller/Howard High Income Equity Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Miller/Howard Investments, Inc. (the “Sole Initial Shareholder”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [28], 2014, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Miller/Howard Investments, Inc. (the “Investment Adviser”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [28], 2014, between Raymond James & Associates, Inc. (“Underwriter”) and Miller/Howard Investments, Inc. (the “Adviser”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • November 21st, 2014 • Miller/Howard High Income Equity Fund • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of November [28], 2014, between [UNDERWRITER LEGAL NAME] (“[UNDERWRITER]”) and Miller/Howard Investments, Inc. (the “Investment Adviser”).
