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 • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, 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
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2010 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Income Fund (the “Fund”), Stone Harbor Investment Partners LP (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 $0.00001 (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.
FUND] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
MARKETING AND STRUCTURING FEE AGREEMENTFee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
Reference is made to the Underwriting Agreement dated December [ ], 2010 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets 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.
MANAGEMENT CONTRACTManagement Contract • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This Management Contract is dated as of December __, 2010 between STONE HARBOR EMERGING MARKETS INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of December [—], 2010 between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Stone Harbor Investment Partners LP (“Stone Harbor”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This agreement is between (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the (the “Fund”).
