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 • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of August 31, 2012, 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 ac
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
Reference is made to the Underwriting Agreement dated [•], 2013 (the “Underwriting Agreement”), by and among Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (the “Fund”), Flaherty & Crumrine Incorporated (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, par value $[ ] (the “Common Stock”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FLAHERTY & CRUMRINE DYNAMIC PREFERRED AND INCOME FUND INCORPORATED __________ Shares of Common Stock $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated, a Maryland corporation (the “Fund”), and Flaherty & Crumrine Incorporated, a California 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 and Raymond James & Associates, Inc. (“Raymond James”) are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [•] shares of common stock, 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 Fund to the Underwriters, acting severally a
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
THIS AGREEMENT is made as of May ___, 2013, by and between each investment company listed on the signature page hereto (each a “Fund”, collectively the “Funds”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).
SECONDARY MARKET SUPPORT SERVICES AGREEMENTSecondary Market Support Services Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • Delaware
This Agreement is made as of April 30, 2013, by and among Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated, a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Maryland Corporation (“Fund”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
This Agreement is made as of April [•], 2013, by and among Flaherty & Crumrine Incorporated, a California Corporation (the “Adviser”), and Destra Capital Investments LLC, a Delaware limited liability company (“Destra”).
FORM OF SALES INCENTIVE FEE AGREEMENTSales Contracts • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
Reference is made to the Underwriting Agreement dated [•], 2013 (the “Underwriting Agreement”), by and among Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (the “Fund”), Flaherty & Crumrine Incorporated (the “Investment Manager”), Stifel, Nicolaus & Co., Inc. and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, 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.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (the "Company"), a corporation organized under the laws of the State of Maryland, herewith confirms its agreement with Flaherty & Crumrine Incorporated (the "Adviser"), a corporation organized under the laws of the State of California, as follows:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [___, 2013], between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and Flaherty & Crumrine Inc. (the “Adviser”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • California
This Sales Incentive Fee Agreement (the “Fee Agreement”), dated as of _______, 2013, is entered into by and between Wedbush Securities Inc. (“Wedbush”) and Flaherty & Crumrine Incorporated (the “Investment Manager”).
CUSTODY AGREEMENTCustody Agreement • May 23rd, 2013 • Flaherty & Crumrine Dynamic Preferred & Income Fund Inc • New York
AGREEMENT, dated as of April ___, 2013 between Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated, a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 301 East Colorado Boulevard, Suite 720, Pasadena, CA 91101 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
