MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • 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
MASTER SELECTED DEALERS AGREEMENT Registered SEC Offerings and Exempt Offerings (Other than Offerings of Municipal Securities)Master Selected Dealers Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • 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).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • New York
This agreement is between Virtus Alternative Investment Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Duff & Phelps Select Energy MLP Fund Inc. (the “Fund”).
CUSTODY AGREEMENT by and between DUFF & PHELPS SELECT ENERGY MLP FUND INC. and THE BANK OF NEW YORK MELLONCustody Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • New York
CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto (the “Effective Date”), between Duff & Phelps Select Energy MLP Fund Inc., a Maryland corporation, for itself and for the other closed-end investment companies listed on Schedule I attached hereto, as amended from time to time (each, the “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).
ADMINISTRATION AGREEMENTAdministration Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • Connecticut
This Administration Agreement is made effective as of the __day of _____, 2014, by and between Duff & Phelps Select Energy MLP Fund Inc. (the “Fund”), and Virtus Fund Services, LLC (the “Administrator”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • Delaware
THIS AGREEMENT, effective as of the ____ day of ______, 2014 (the “Contract Date”) by and between DUFF & PHELPS SELECT ENERGY MLP FUND INC., a Maryland Corporation (the “Trust”) and Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the “Adviser”).
] Shares DUFF & PHELPS SELECT ENERGY MLP FUND INC. SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • New York
Duff & Phelps Select Energy MLP Fund Inc., a Maryland corporation (the “Fund”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • New York
Reference is made to the Underwriting Agreement dated June [ ], 2014 (the “Underwriting Agreement”), by and among Duff & Phelps Select Energy MLP Fund Inc. (the “Fund”), Virtus Alternative Investment Advisers, Inc. (the “Investment Manager”) and Duff & Phelps Investment Management Co. and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s shares of common stock, par value $0.001 (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.
SUBADVISORY AGREEMENTSubadvisory Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • Delaware
Duff & Phelps Select Energy MLP Fund Inc. (the “Fund”) is a closed-end investment company registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder.
SUB-ADMINISTRATION SERVICES AGREEMENTSub-Administration Services Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc.
This Sub-Administration Services Agreement (“Agreement”) is made effective as of _________, 2014 by and between VIRTUS FUND SERVICES, LLC (“VFS”), a Connecticut corporation and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).
Transfer Agency and Service Agreement Between Duff and Phelps Select Energy MLP Fund Inc. and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc. • Massachusetts
AGREEMENT effective as of DATE by and between between Duff & Phelps Select Energy MLP Fund Inc., a Delaware Statutory Trust , having its principal office and place of business at 100 Pearl Street, 7th floor, Hartford, CT 06103, (the “Fund”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc.
WHEREAS, there has been organized under the laws of the State of Maryland, a corporation known as Duff & Phelps Select Energy MLP Fund Inc. (the “Fund”).
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • June 20th, 2014 • Duff & Phelps Select Energy MLP Fund Inc.
This Accounting Services Agreement (“Agreement”) is made effective as of ___, 2014 by and between DUFF & PHELPS SELECT ENERGY MLP FUND INC., a Maryland corporation (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).
