As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/24/14  Miller/Howard High Income Equ… Fd N-2MEF     11/24/14    4:158K                                   Merrill Corp-MD/FA
          Miller/Howard High Income Equity Fund

Document/Exhibit                   Description                      Pages   Size 

 1: N-2MEF      Registration of Additional Securities               HTML     79K 
 2: EX-99.(2)(L)(I)  Miscellaneous Exhibit                          HTML     14K 
 4: EX-99.(2)(N)  Miscellaneous Exhibit                             HTML      6K 
 3: EX-99.2(L)(II)  Miscellaneous Exhibit                           HTML     17K 

 

As filed with the Securities and Exchange Commission on November 24, 2014.

Securities Act Registration No. 333-
Investment Company Act File No. 811-22553

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM N-2

 

(CHECK APPROPRIATE BOX OR BOXES)

 

x  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o  Pre-Effective Amendment No.    

o  Post-Effective Amendment No.

 

and

 

x  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x  Amendment No. 9

 

 

Miller/Howard High Income Equity Fund

(Exact Name of Registrant as Specified in Charter)

 

324 Upper Byrdcliffe Road
Woodstock, NY 12498

(Address of Principal Executive Offices)

 

(845) 679-9166

(Registrant’s Telephone Number, including Area Code)

 

Annemarie Gilly
Miller/Howard Investments, Inc.
324 Upper Byrdcliffe Road
Woodstock, NY 12498

(Name and Address of Agent for Service)

 

COPY TO:

 

 

 

Approximate Date of Proposed Public Offering:  As soon as practicable after the effective date of the Registration Statement.

 

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  o

 

It is proposed that this filing will become effective (if appropriate, check box)

 

o  when declared effective pursuant to Section 8(c)

 

If appropriate, check the following boxes:

 

o  This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement.]

 

x  This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is                 .

 

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

Title of Securities Being Registered		Amount Being Registered			Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee (2)
Common Shares of Beneficial Interest, $.001 par value per share		$	1,087,500		$	20.00		$	21,750,000		$	2527.35

 

 

 

Part C:

 

Other Information

 

Item 25.  Financial Statements and Exhibits.

 

(1) Financial Statements:

 

Part A: None

Part B:

Audited Financial Statements – included in SAI

Report of Independent Registered Public Accounting Firm – included in SAI

 

(2) Exhibits:

 

(2)(a)(i) Declaration of Trust.  Previously filed as Exhibit (2)(a) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on May 2, 2011.*

 

(2)(a)(ii) First Amendment to Declaration of Trust.  Previously filed as Exhibit (2)(a) (ii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on October 7, 2014

 

(2)(a)(iii) Second Amendment to Declaration of Trust.  Previously filed as Exhibit (2)(a) (iii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on October 20, 2014

 

(2)(a)(iv) Third Amendment to Declaration of Trust.  Previously filed as Exhibit (2)(a)(iv) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed October 29, 2014

 

(2)(b)(i) Bylaws.  Previously filed as Exhibit (2)(b) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on October 7, 2014

 

2(b)(ii) Amendment to Bylaws.  Previously filed as Exhibit (2)(b)(ii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on October 20, 2014

 

2(b)(iii) Amendment to Bylaws.  Previously filed as Exhibit (2)(b)(iii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed October 29, 2014  

 

(2)(c) Not Applicable.

 

(2)(d) Portions of the Declaration of Trust and Bylaws of the Fund defining the rights of holders of common shares of the Fund.  See Items 25(2)(a) and (b).

 

(2)(e) Form of Dividend Reinvestment Plan.  Previously filed as Exhibit (2)(e) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(f) Not Applicable.

 

(2)(g) Form of Investment Advisory Agreement.  Previously filed as Exhibit (2)(g) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on October 7, 2014

 

(2)(h)(i) Form of Underwriting Agreement.  Previously filed as Exhibit (2)(h)(i) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(ii) Form of Master Agreement Among Underwriters.  Previously filed as Exhibit (2)(h)(ii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(iii) Form of Standard Dealer Agreement.  Previously filed as Exhibit (2)(h)(iii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(iv) Form of Wells Fargo Securities, LLC Structuring Fee Agreement.  Previously filed as Exhibit (2)(h)(iv) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(v) Form of Raymond James & Associates, Inc. Structuring Fee Agreement.  Previously filed as Exhibit (2)(h)(v) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(vi) Form of Ameriprise Financial Services, Inc. Structuring Fee Agreement.  Previously filed as Exhibit (2)(h)(vi) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(vii) Form of Oppenheimer & Co. Inc. Structuring Fee Agreement.  Previously filed as Exhibit (2)(h)(vii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(viii) Form of Stifel, Nicolaus & Co., Inc. Structuring Fee Agreement.  Previously filed as Exhibit (2)(h)(viii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(h)(ix) Form of Sales Incentive Fee Agreement.  Previously filed as Exhibit (2)(h)(ix) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(i) Not Applicable.

 

(2)(j) Form of Custodian Agreement.  Previously filed as Exhibit (2)(j) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(k)(i) Form of Administrative Services Agreement.  Previously filed as Exhibit (2)(k)(i) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(k)(ii) Form of Transfer Agency Agreement.  Previously filed as Exhibit (2)(k)(ii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(k)(iii) Marketing Agent Agreement.  Previously filed as Exhibit (2)(k)(iii) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(k)(iv) Investor Support Services Agreement.  Previously filed as Exhibit (2)(k)(iv) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

(2)(k)(v) Form of Fund Accounting Servicing Agreement.  Previously filed as Exhibit (2)(k)(v) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 3, 2014

 

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(2)(l)(i) Opinion and Consent of Counsel.  (filed herewith)

 

(2)(I)(ii) Opinion and Consent of Special Counsel.  (filed herewith)

 

(2)(m) Not Applicable.

 

(2)(n) Consent of Independent Registered Public Accounting Firm.  (filed herewith)

 

(2)(o) Not Applicable.

 

(2)(p) Subscription Agreement for Initial Capital.  Previously filed as Exhibit (2)(p) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(q) Not Applicable.

 

(2)(r) Code of Ethics of the Fund.  Previously filed as Exhibit (2)(r) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

(2)(s) Power of Attorney.  Previously filed as Exhibit (2)(s) to the Registration Statement of the Fund on Form N-2 (File Nos. 333-173849 and 811-22553) filed on November 21, 2014

 

*  Incorporated herein by reference.

 

Item 26.  Marketing Arrangements.

 

See the Form of Underwriting Agreement, the Form of Master Agreement Among Underwriters, the Form of Master Selected Dealers Agreement, Form of Wells Fargo Securities, LLC Structuring Fee Agreement, the Form of Raymond James & Associates, Inc. Structuring Fee Agreement, the Form of Ameriprise Financial Services, Inc. Structuring Fee Agreement, the Form of Oppenheimer & Co. Inc. Structuring Fee Agreement, the Form of Stifel, Nicolaus & Co., Inc. Structuring Fee Agreement and the Form of Sales Incentive Fee Agreement filed herewith as Exhibit (2)(h)(i), Exhibit (2)(h)(ii), Exhibit (2)(h)(iii), Exhibit (2)(h)(iv), Exhibit (2)(h)(v), Exhibit (2)(h)(vi), Exhibit (2)(h)(vii), Exhibit (2)(h)(viii), Exhibit (2)(h)(ix), respectively, to this Registration Statement.

 

Item 27.  Other Expenses of Issuance and Distribution.

 

All figures are estimates:

 

Registration fees		$	32,739
Accounting fees and expenses		$	20,000
Legal fees and expenses		$	800,000
Printing expenses		$	300,000
NYSE		$	30,000
FINRA fees		$	42,763
Promotional		$	974,498
Total		$	2,200,00

 

Item 28.  Persons Controlled by or Under Common Control.

 

None.

 

Item 29.  Number of Holders of Securities.

 

Title of Class:                                                                    Number of Record Holders, as of November 21, 2014: 1

 

Common Share ($.001 par value)

 

Item 30.  Indemnification.

 

                                                Under Article IV of the Registrant’s Amended and Restated Declaration of Trust dated October 14, 2014, any past or present Trustee or officer of Registrant will be indemnified by the Registrant to the fullest extent permitted by law against liability and against all expenses reasonably incurred by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by reason of his being or having been a Trustee or officer of Registrant, and against amounts paid and incurred by him in the settlement thereof. This provision does not authorize indemnification when it is determined, in the manner specified in the Declaration of Trust, that the Trustee or officer would otherwise be liable to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his duties. Expenses of a Trustee or officer may be paid by Registrant in advance of the final disposition of any claim, action, suit or proceeding upon receipt of an undertaking by the Trustee or officer to repay the expenses to Registrant in the event that it is ultimately determined that indemnification of the Trustee or officer is not authorized under the Declaration of Trust.

 

The Registrant will purchase insurance insuring its Trustees and officers against certain liabilities incurred in their capacity as such, and insuring the Registrant against any payments which it is obligated to make to such persons under the foregoing indemnification provisions.

 

                                                Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

Reference is also made to Sections 4 and 8 of the Investment Advisory Agreement between the Registrant and Miller/Howard Investments Inc., a form of which is filed as an exhibit to this registration statement.  Under the Investment Advisory Agreement, the Registrant has agreed to certain limitations on the liability of the Investment Adviser and has agreed to provide certain indemnification.

 

Reference is made to Section 6 of the Form of Underwriting Agreement, filed as exhibit 2(h)(i) to this Registration Statement.  The Underwriting Agreement provides for each of the parties thereto, including the Registrant and the Underwriters, to indemnify the others, their directors, trustees, certain of their officers and persons who control them against certain liabilities in connection with the offering described therein, including liabilities under the federal securities laws.

 

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