Miller Howard Investments Inc

ITEM 5 FEES AND COMPENSATION

Annual management fees are based on a percentage of assets under management for our sepa-
rate account business and are generally as follows:

       •	 0.75% on the first $2 million
       •	 0.60% on the next $2 million
       •	 0.50% thereafter

Fees are generally payable quarterly, in advance, and are based on the previous quarter-end
market value. In certain circumstances, the annual fee, and whether fees are paid in advance or
arrears, may be negotiated.

Fee rates are typically agreed to in advance with the client. Billing procedures are generally es-
tablished and agreed to with the client and the client’s custodian. As part of this billing process,
the client’s custodian is advised of the amount of the fee to be billed to that client’s account. On
at least a quarterly basis, the custodian is required to send to the client a statement showing all
transactions within the account during the reporting period.

Generally, our minimum account size is $100,000, except for special arrangements. We may
reduce the minimum account size and fees for our services for brokerage networks with man-
aged account programs and for individuals.

We also can receive fees as a sub-adviser to mutual funds or ETPs. Our management fees may
vary for each such client and will, in most cases, be a portion of the overall management fee
received by the fund’s investment adviser.

Limited Negotiability of Advisory Fees: In certain circumstances, such as when the client
is a manager-of-managers or when clients are part of a brokerage network managed account
program, the annual fee and whether fees are paid in advance or arrears may be negotiated.
With respect to arrears billing, accounts billed in arrears are calculated on an average of the
month-end values of the previous quarter, unless we agree otherwise. There may be other
circumstances when the fee, method of payments, and refund policy for termination may be
negotiable. These include the complexity of the client, assets to be placed under management,
anticipated future additional assets, related accounts, portfolio style, account composition, and
reports, among other factors. The specific annual-fee schedule is identified in the contract be-
tween the adviser and each client, or in the case of brokerage network managed accounts, the
fee is identified by the contract between the sponsoring broker and the client.

We may group certain related client accounts for the purposes of achieving the minimum ac-
count size requirements and determining the annualized fee.

Discounts, not generally available to our advisory clients, may be offered to associated persons
of our firm and their family members and friends, as well as certain non-profit organizations.

Termination of the Advisory Relationship: Contracts may be terminated at any time for any
reason or no reason. In the event that services are terminated, a refund will be issued on a pro
rata basis, based on the termination day plus, in some cases, a 30-day notification period. Simi-
larly, if an account is billed in arrears, all earned, unpaid fees will be due and payable as of the
termination date plus, in some cases, a 30-day notification period.

Fund Fees: Miller/Howard may serve as sub-investment adviser for various mutual funds and
ETPs. As such, Miller/Howard is paid a sub-investment advisory fee. Such fee is typically paid
out of the investment advisory fee earned by the investment adviser of the fund. In addition,
fund clients may incur other fund expenses and possible distribution fees. These fees and ex-
penses are described in each fund’s respective prospectus or offering materials. If the fund also
imposes sales charges, a client may pay an initial or deferred sales charge, as well as a distri-
bution fee. However, Miller/Howard does not earn any fees from the imposition of any sales
charges or distribution fees. Miller/Howard may earn distribution fees in the future from new
funds or products it creates or sponsors. Clients should review all fees charged by these funds
to fully understand the total amount of fees to be paid by the client and to thereby evaluate the
advisory services being provided.

Wrap Fee Programs and Separately Managed Account Fees: Clients participating in sep-
arately managed account programs may be charged various program fees in addition to the
advisory fee charged by our firm. Such fees may include the investment advisory fees of the
independent advisers, which may be charged as part of a wrap fee arrangement. In a wrap fee
arrangement, clients pay a single fee for advisory, brokerage, and custodial services. Clients’
portfolio transactions may be executed without commission charge in a wrap fee arrangement.
In evaluating such an arrangement, the client should also consider that, depending upon the
level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the cli-
ent’s account, and other factors, the wrap fee may or may not exceed the aggregate cost of such
services if they were to be provided separately.
Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for
the fees and expenses charged by custodians and imposed by broker-dealers, including, but not
limited to, any transaction charges imposed by a broker-dealer with which an independent in-
vestment manager effects transactions for the client’s account(s). Please refer to the “Brokerage
Practices” section (Item 12) of this Form ADV for additional information.
Advisory Fees in General: Clients should note that similar advisory services may (or may not)
be available from other registered (or unregistered) investment advisers for similar or lower fees.
Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees
in excess of $1,200 more than six months in advance of services rendered.

ITEM 7 TYPES OF CLIENTS

We provide advisory services to the following types of clients:
   •	   Individuals (who do not qualify as high-net-worth)
   •	   High-net-worth individuals
   •	   Investment companies
   •	   Pension and profit sharing plans
   •	   Charitable organizations
   •	   Endowments and foundations
   •	   Corporations or other businesses not listed above
   •	   State or municipal government entities
   •	   Taft-Hartley