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Form N-CSR Miller/Howard High Incom For: Oct 31

December 31, 2020 12:03 PM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22553

 

Miller/Howard High Income Equity Fund
(Exact name of registrant as specified in charter)

 

10 Dixon Avenue
Woodstock, NY 12498

(Address of principal executive offices) (Zip code)

 

Catherine Johnston
Miller/Howard Investments, Inc.

10 Dixon Avenue
Woodstock, NY 12498

(Name and address of agent for service)

 

(845) 679-9166

Registrant's telephone number, including area code

 

Date of fiscal year end: October 31

 

Date of reporting period: October 31, 2020

 

 

 

Item 1. Reports to Stockholders.

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (845) 679-9166 or by contacting your financial intermediary (such as a broker-dealer or bank).

 

You may elect to receive all future reports in paper free of charge. You can request to continue receiving paper copies of your shareholder reports by contacting your financial intermediary or, if you invest directly with the Fund, calling (845) 679-9166 to let the Fund know of your request. Your election to receive in paper will apply to all funds held in your account.

 

 

Table of Contents

 

   

1

Shareholder Letter

7

Allocation of Portfolio Investments

8

Schedule of Investments

12

Statement of Assets and Liabilities

13

Statement of Operations

14

Statements of Changes in Net Assets

15

Statement of Cash Flows

16

Financial Highlights

18

Notes to Financial Statements

30

Report of Independent Registered Public Accounting Firm

32

Additional Information

35

Trustees and Officers

38

Privacy Policy

39

Board Consideration and Approval of Investment Advisory Agreement

 

October 31, 2020 | Annual Report

 

 

 

Dear Shareholders,

 

Thank you for investing in the Miller/Howard High Income Equity Fund (the “Fund”). Our goal for this Fund is to provide our Shareholders with a high level of income coupled with the potential for capital appreciation. We apply rigorous fundamental financial analysis to stock selection, looking for candidates that we believe exhibit strong dividend prospects and have the potential to raise those dividends in the future.

 

Market Summary1

During the Fund’s fiscal annual period—November 1, 2019 through October 31, 2020—the broad equity market rose. The S&P 500 Index gained +9.71% and the Russell 1000 Index gained +10.87%, but volatility was extreme as well as the dispersion between growth and value stocks.

 

The Russell 1000 Growth Index ended the period up, gaining +29.22%, while the Russell 1000 Value Index returned -7.57%. Performance of dividend stocks was mixed. The NASDAQ US Broad Dividend Achievers Index, composed of stocks with long-term historic dividend growth, underperformed the broad market indices—the S&P 500 Index and Russell 1000 Index—with a gain of +3.01%. The Dow Jones US Select Dividend Index, composed of stocks with high dividend yields, lagged the broad market indices with total returns of -14.86%.

 

High-dividend yield stocks are attractively-priced relative to the broad equity market, and today’s wide discount is exceeded only by the spread in the New Economy Bubble era. The current valuation gap reflects extraordinary optimism for mega-cap growth stocks versus near-term worries regarding the more mature, economically-sensitive companies that tend to pay dividends. The level of optimism towards growth stocks can wax and wane in unpredictable cycles. Near-term worries on the economy are easier to understand, being largely driven by the impact of COVID-19. We view successful trial results for a COVID-19 vaccine as the most likely catalyst to dispel the gloom.

 

High-dividend stocks are yielding double the S&P 500, a historically wide spread. What’s more, investors must currently pay a high price for absolute yield safety. Looking at history, government bonds almost always yield more than stocks—which makes sense because stocks have the potential to grow dividends over time.

 

 

1

Returns illustrated reflect the total return with dividends reinvested sourced from Bloomberg.

 

1

Annual Report | October 31, 2020

 

 

Today’s low levels of both interest rates and the S&P 500 dividend yield create an opportunity for high-yield equity portfolio managers to generate substantially higher income for years to come. The challenge for managers is to avoid dividend cuts during this difficult period and find companies with prospects for dividend growth.

 

Portfolio Performance

During the Fund’s fiscal annual period from November 1, 2019 through October 31, 2020, the net asset value (NAV) per share experienced a decrease of -26.93%, compared with the S&P 500’s +9.71% gain, on a total return basis. The market price of the Fund can sell at a premium or discount to NAV. The Fund’s market price (NYSE) return was -49.28%, and the Fund’s market total return (NYSE with dividends reinvested) was -43.27% for the fiscal year period. On the last day of the period, the Fund was trading at a -13.83% discount to NAV.

 

High-yielding stocks2 underperformed in the period. Looking at the S&P 500 Index constituents sorted by dividend yield, the highest yielding 10% of stocks returned -18.57%, underperforming the +9.71% return for S&P 500 Index. The second highest yielding decile returned -22.79%. Returns for non-dividend paying stocks were +30.91%. Our significant overweight allocation to high-yielding stocks relative to the S&P 500 Index detracted from the Fund’s performance.

 

A main driver of the difference in returns between high dividend yield stocks and non-dividend payers are a handful of mega-cap names. The fiscal year period also saw a surge in the degree of concentration within major broad market stock indices, such as the S&P 500 Index. Due to dramatic price appreciation, just a handful of “stay-at-home winners”, including Microsoft, Apple, Amazon, Facebook, and Google—companies outside the investible universe of this Fund—comprise nearly 25% of the S&P 500. Performance of these stocks has driven the broad market indices higher, but they’ve left much of the rest of the stock market behind. What’s more, these stocks have increasingly rich valuations and below-market or no dividend yields.

 

Looking at the performance drivers during the annual period, by individual holdings, the top stock contributors were diverse. Off-price retailer Big Lots (BIG) was the top contributor to absolute returns. We expect consumers to be cost-conscious and focused on “bargain hunting” in this economic environment, and discount retailers like Big Lots have benefitted from this trend. Biotechnology company Gilead Sciences (GILD) also contributed. A leading biopharmaceutical company specializing primarily in HIV/AIDS, hepatitis, and cancer, Gilead benefitted from optimism around its drug, remdesivir, that has been shown to reduce the length of hospital stays for COVID-19 patients. Engine manufacturer Cummins (CMI) topped consensus expectations throughout the fiscal year period, and Cummins continues to execute and improve its margins through the market cycle. In October 2020, Cummins reported the largest sequential increase in sales in the company’s history. Cummins has been conservative

 

 

2

High-yielding stocks are defined as those companies within the S&P 500 Index that are in dividend deciles nine and ten. Dividend deciles are calculated by separating the dividend-paying stocks within the S&P 500 Index into ten equal groups (lowest yielding being decile one and highest yielding decile ten) based on each security’s yield at the beginning of the stated time period. Dividend decile calculations and returns data are sourced from Bloomberg.

 

October 31, 2020 | Annual Report

2

 

 

through the downturn and currently has approximately $3.3 billion of cash on the balance sheet. Management acknowledged that the company would likely go back to returning half of cash flow to investors through the dividend and share buybacks.

 

Top detractors were in the energy sector, as the impacts of a “once-a-century” pandemic were further complicated in March and April by the fiercest oil price war in several decades. Energy company Occidental Petroleum (OXY) was our top detractor. OXY took on significant debt when it bought Anadarko last year, making them less able to navigate an extended period of low oil prices. Depressed global oil prices led OXY to cuts its dividend for the first time in 30 years. Midstream Master Limited Partnership (MLP) Energy Transfer (ET) also detracted, as concerns about high leverage and the Dakota Access Pipeline weighed on the stock. Investors were also worried that a high distribution yield could cause the company to cut its payout. We exited both Occidental and Energy Transfer in March. Energy company Targa Resources (TRGP) also detracted as oil prices weighed heavily on its midstream operations.

 

Dividend growth is important to this portfolio because the prices of higher-yielding stocks are based, in large part, on the income they provide. As income rises, an investor may expect the asset price to increase commensurately (though other factors may enter into this equation in the short-term). We seek companies that not only pay high dividends or distributions now but that also are likely, in our view, to increase dividends in the future. During the reporting period, 23 of our stocks declared dividend increases, with individual increases averaging 6.25% growth year-over-year, excluding special dividends on an unweighted basis. The Fund also captured one special dividend during the annual period.

 

We are enhancing the income in the portfolio through the sale of options. For the fiscal annual period ended October 31, 2020, we sold calls on 246 positions. We bought seven to close the position, 143 expired worthless after we collected the premium, and we had 72 exercised. Twenty-four positions remained open as of October 31, 2020. Our option positions’ notional value represented approximately 24.3% of total assets as of the end of the period, below the 30% limitation.

 

As the prospectus indicates, the portfolio managers have the ability to employ modest leverage as a tool to reach our portfolio income objectives. As of October 31, 2020, we have borrowed an average amount equal to 18.7% of the managed assets of the Fund at an average interest rate during the 12-month period of 1.1%. Considering that the underlying portfolio dividend3 yield is approximately 4.3 times the borrowing rate, it is an effective income enhancement. The use of leverage could increase volatility but, in our view, the inherent volatility of the portfolio is sufficiently low as to warrant this modest level of leverage.

 

Distributions to Shareholders

The distribution to Shareholders for the first five months of the fiscal annual period was $0.116 per share. The distribution for the remaining seven months of the annual period was $0.040 per share. The change in distribution takes into account the current market environment, Miller/

 

 

3

The underlying portfolio dividend yield includes common stock dividends/distributions, annualized, but does not include special dividends or options income.

 

3

Annual Report | October 31, 2020

 

 

Howard’s outlook regarding the dividends and distributions of the companies in the Fund’s universe, and the projected proceeds from other investment activities. The impact of the COVID-19 pandemic resulted in companies in the Fund’s investment universe temporarily suspending or reducing their dividends or distributions. Miller/Howard believes that this reduction in the monthly distribution provides the best opportunity to continue to deliver a high level of current income to our investors over the long term.

 

The Fund’s current indicated yield4 based on its closing price on the New York Stock Exchange on October 30, 2020 ($5.98) was 8.03%. The current indicated yield4 based on the Fund’s NAV per share ($6.94) was 6.92%. The Fund currently intends to continue to pay monthly distributions to its shareholders. We should note that, since inception, this distribution has been supported by income earned by the Fund. “Income” here means regular and special dividends (some of which are distributions from MLPs and REITs, which might be considered Return of Capital for tax and GAAP purposes) and option premiums. The Fund has earned one special dividend during the fiscal year period. With any special dividends, premiums from selling options, regular dividends and distributions from the portfolio, and our use of leverage, we expect to continue to generate sufficient income to cover these declared distributions.

 

Looking Ahead

The global pandemic continues to create a high degree of uncertainty for the equity market. Large-cap growth stocks have benefited because investors view their prospects as less sensitive to gyrations of COVID-19 statistics. Dividend stocks normally represent a “bird in the hand” choice, but investors are questioning whether dividends will actually get paid given the challenges created by the virus.

 

While we continue to believe that our holdings have strong enough businesses and balance sheets to continue paying dividends, the real catalyst for change would be the development and distribution of a successful vaccine. We believe that sentiment towards dividend stocks should improve, as uncertainty regarding the economy subsides.

 

It is our philosophy that long-term investment success depends on reliable income, and for us, nothing has changed. We’ve focused for decades on companies with reliable cash flows and strong balance sheets that can ride out a period of softness, and these unprecedented times alert us to increase our vigilance even further.

 

We will always adapt to current circumstances when necessary, but our foundation remains the same: we continue to seek high current income. It’s not chasing after styles or sectors. It’s about being an investor in companies that share their prosperity with their investors and continue to share as life gets better.

 

We thank our Shareholders for their participation and continued support.

 

 

 

4

The Fund’s yield is the current distribution rate, annualized, as a percentage of its market price and NAV, respectively.

 

October 31, 2020 | Annual Report

4

 

 

IMPORTANT DISCLOSURES AND RISKS

The views expressed in this report reflect those as of the date this is written and may not reflect the author’s views on the date this report is first published or anytime thereafter. These views are subject to change at any time, based on market and other conditions and should not be construed as a recommendation or advice of any kind. These views are intended to assist shareholders in understanding the Fund’s investment methodology and do not constitute investment advice. This report may contain discussions about investments that may or may not be held by the Fund as of the date of this report. All current and future holdings are subject to risk and to change. The material may also contain forward-looking statements that involve risk and uncertainty, and there is no guarantee they will come to pass.

 

There can be no assurance that the Fund will achieve its investment objective. The net asset value of the Fund will fluctuate with the value of the underlying securities. Performance data quoted represents past results. Past performance is no guarantee of future results. The Fund is not able to predict whether its shares will trade above, below, or at net asset value in the future. This information does not represent an offer, or the solicitation of an offer, to buy or sell securities of the Fund.

 

An investment in the Miller/Howard High Income Equity Fund is subject to risk, including the possible loss of principal. Fund risks include, but are not limited to, the following: Non-US markets may be smaller, less liquid and more volatile than the major markets in the United States and, as a result, Fund share values may be more volatile. Trading in non-US markets typically involves higher expense than trading in the United States. The Fund may have difficulties enforcing its legal or contractual rights in a foreign country. These additional risks may be heightened for securities of companies located in, or with significant operations in emerging market countries.

 

Companies that issue dividend yielding equity securities are not required to continue to pay dividends on such stock. The Fund may be exposed to liquidity risk that effect the Fund’s ability to sell particular securities or close call option positions at an advantageous price or in a timely manner. The Fund invests in small and medium size companies, which carry greater risk than with larger, more established companies.

 

MLP entities are typically focused in the energy, natural resources and real estate sectors of the economy. A downturn in the energy, natural resources or real estate sectors of the economy could have an adverse impact on the Fund. Changes to current tax law and regulations could affect the treatment of distributions, including (but not limited to) ordinary income, capital gains or return of capital.

 

Dow Jones US Select Dividend Index aims to represent the leading stocks in the United States by dividend yield. Constituent weightings are assigned annually based on indicated annual dividend yield.

 

NASDAQ US Broad Dividend Achievers Index is a market cap index composed of stocks that have been selected annually based on stocks of companies that have historically increased and paid dividends annually and are listed on AMEX, NYSE, or NASDAQ.

 

5

Annual Report | October 31, 2020

 

 

Russell 1000 Growth Index is comprised of large- and mid-cap U.S. equities that show characteristics of growth. These characteristics of growth include higher price-to-book ratios and higher forecasted growth.

 

Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values.

 

The Standard & Poor’s 500 Index (“S&P 500 Index”) is a capitalization-weighted index of 500 widely held common stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

 

One cannot invest directly in an index.

 

October 31, 2020 | Annual Report

6

 

 

Miller/Howard High Income Equity Fund

 

Allocation of Portfolio Investments

(Expressed as a Percentage of Long-Term Investments)

October 31, 2020

(Unaudited)

 

 

7

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

Miller/Howard High Income Equity Fund

Schedule of Investments

October 31, 2020

 

   

Shares

   

Fair Value

 

Common Stock — 107.0%

               

Activities Related to Credit Intermediation — 4.5%

               

The Western Union

    300,000     $ 5,832,000  

Business Credit Institutions — 4.1%

               

Hercules Capital, Inc. (a)

    478,552       5,359,782  

Clothing Stores — 2.5%

               

The Gap Inc.

    100,000       1,945,000  

Nordstrom, Inc. (c)

    110,000       1,331,000  
              3,276,000  

Depository Credit Intermediation — 4.4%

               

The Bank of New York Mellon Corp

    35,000       1,202,600  

KeyCorp (a)

    350,000       4,543,000  
              5,745,600  

Drugs and Druggists’ Sundries Merchant Wholesalers — 3.0%

               

Cardinal Health, Inc. (a)

    85,000       3,892,150  

Eating Places — 0.8%

               

Cracker Barrel Old Country Store, Inc. (c)

    9,675       1,101,209  

Electric Power Generation, Transmission and Distribution — 6.5%

               

ALLETE, Inc. (a)

    33,000       1,702,140  

NiSource, Inc.

    145,000       3,330,650  

Portland General Electric Co. (c)

    85,000       3,340,500  
              8,373,290  

Electric Services — 1.6%

               

CenterPoint Energy, Inc. (c)

    100,000       2,113,000  

Fruit and Vegetable Preserving and Specialty Food Manufacturing — 2.5%

       

Campbell Soup Co. (a)

    70,000       3,266,900  

Grocery Stores — 2.5%

               

The Kroger Co. (a)

    100,000       3,221,000  

Insurance Carriers — 1.7%

               

First American Financial Corp. (b)

    49,000       2,184,910  

Investing — 3.4%

               

Main Street Capital Corp. (c)

    160,000       4,382,400  

Machinery, Equipment, and Supplies Merchant Wholesalers — 2.2%

               

MSC Industrial Direct Co, Inc. - Class A (c)

    40,000       2,786,400  

Motor Vehicle Parts and Accessories — 4.1%

               

Magna International, Inc. (c)

    105,000       5,366,550  

Motor Vehicles — 3.2%

               

Ford Motor Co. (b)

    530,000       4,096,900  

National Commercial Banks — 5.1%

               

Citigroup, Inc. (a)

    160,000       6,627,200  

Natural Gas Transmission — 6.8%

               

Kinder Morgan, Inc. (b)

    220,000       2,618,000  

National Grid Plc ADR (a)

    50,000       2,972,500  

ONEOK, Inc. (a)

    110,900       3,216,100  
              8,806,600  

 

 

See accompanying Notes to Financial Statements | October 31, 2020 | Annual Report

8

 

 

 

Miller/Howard High Income Equity Fund

Schedule of Investments (continued)

October 31, 2020

 

   

Shares

   

Fair Value

 

Oil and Gas Extraction — 2.8%

               

Canadian Natural Resources Ltd. (a)

    230,540     $ 3,677,113  

Petroleum and Coal Products Manufacturing — 5.4%

               

BP Plc ADR (a)

    270,000       4,179,600  

Chevron Corp. (a)

    40,000       2,780,000  
              6,959,600  

Petroleum Refining — 2.4%

               

Total S.A. ADR (b)

    102,000       3,093,660  

Pharmaceutical and Medicine Manufacturing — 2.4%

               

Zoetis, Inc.

    20,000       3,171,000  

Pharmaceutical Preparations — 7.1%

               

AbbVie, Inc.

    40,000       3,404,000  

Merck & Co., Inc. (b)

    55,000       4,136,550  

Pfizer, Inc.

    48,000       1,703,040  
              9,243,590  

Radiotelephone Communications — 1.8%

               

Vodafone Group Plc ADR (a)

    171,132       2,311,993  

Retail - Variety Stores — 2.4%

               

Ollie’s Bargain Outlet Holdings, Inc. (e)

    36,000       3,135,240  

Security Brokers, Dealers, and Flotation Companies — 2.8%

               

Virtu Financial, Inc. - Class A

    170,000       3,634,600  

Semiconductor and Other Electronic Component Manufacturing — 1.1%

       

Analog Devices, Inc. (c)

    12,000       1,422,360  

Semiconductors & Related Devices — 1.3%

               

Texas Instruments, Inc.

    12,000       1,735,080  

State Commercial Banks — 6.1%

               

Citizens Financial Group, Inc. (a)

    290,000       7,902,500  

Steel Product Manufacturing from Purchased Steel — 1.7%

               

Steel Dynamics, Inc. (a)

    70,000       2,203,600  

Telephone Communications (No Radiotelephone) — 6.2%

               

AT&T, Inc. (a)

    150,000       4,053,000  

BCE Inc. (Canada) (a)

    100,000       4,022,000  
              8,075,000  

Tobacco Manufacturing — 2.8%

               

Altria Group, Inc. (a)

    100,000       3,608,000  

Wired Telecommunications Carriers — 1.8%

               

ViacomCBS, Inc. - Class B (c)

    80,000       2,285,600  

Total Common Stock (Cost $157,518,409)

            138,890,827  
                 

 

 

9

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

 

Miller/Howard High Income Equity Fund

Schedule of Investments (continued)

October 31, 2020

 

   

Shares

   

Fair Value

 

Master Limited Partnership — 6.0%

               

Investment Advice — 4.5%

               

AllianceBernstein Holding LP (a)

    199,640     $ 5,801,539  

Pipelines (No Natural Gas) — 1.5%

               

Magellan Midstream Partners, LP

    55,000       1,954,700  

Total Master Limited Partnership (Cost $6,741,743)

            7,756,239  
                 

Real Estate Investment Trusts (REITs) — 9.6%

               

Boston Properties, Inc.

    35,000       2,534,350  

Lamar Advertising Co. - Class A (b)

    95,000       5,886,200  

The Geo Group, Inc. (a)

    451,227       3,997,871  

Total Real Estate Investment Trusts (REITs) (Cost $16,838,793)

            12,418,421  
                 

Short-Term Investments: 1.3%

               

Morgan Stanley Institutional Liquidity Fund - Treasury Portfolio, Institutional Shares 0.10% (d)

    1,759,095       1,759,095  

Total Short-Term Investments (Cost $1,759,095)

            1,759,095  
                 

Investments Purchased with Proceeds from Securities Lending: 11.3%

       

Mount Vernon Liquid Assets Portfolio, LLC, 0.16% (d)

    14,677,833       14,677,833  

Total Investments Purchased with Proceeds from Securities Lending (Cost $14,677,833)

            14,677,833  
                 

Total Investments — 135.2% (cost $197,535,873)

            175,502,415  

Total Value of Options Written (Premiums received $761,883) — (0.3%)

    (415,930 )

Other Assets and Liabilities — (34.9)%

            (45,309,910 )

Total Net Assets Applicable to Common Stockholders — 100.0%

          $ 129,776,575  

 

Note: Percentages indicated are based on the net assets of the Fund.

 

ADR American Depository Receipt

 

(a)

All or a portion of this security has been pledged as collateral in connection with the Fund’s Special Custody Account Agreement. As of October 31, 2020, the total value of securities pledged as collateral for the Special Custody Account Agreement was $71,321,931.

 

(b)

All or a portion of the security represents collateral for outstanding call or put option contracts written.

 

(c)

All or a portion of this security is on loan.

 

(d)

Rate indicated is the seven-day yield as of October 31, 2020.

 

(e)

Non-incoming producing security.

 

See accompanying Notes to Financial Statements | October 31, 2020 | Annual Report

10

 

 

Miller/Howard High Income Equity Fund

Schedule of Investments (continued)

Schedule of Options Written

October 31, 2020

 

Options Written

 

Expiration Date

   

Strike Price

   

Contracts

   

Notional
Amount

   

Fair Value

 

Call Options

                                       

AbbVie, Inc.

    November 2020     $ 91.50       250     $ (2,127,500 )   $ (8,250 )

AT&T, Inc.

    November 2020       28.50       497       (1,342,894 )     (1,988 )

Cardinal Health, Inc.

    November 2020       54.00       500       (2,289,500 )     (6,250 )

Citigroup, Inc.

    November 2020       49.00       1,000       (4,142,000 )     (1,000 )

Citizens Financial Group, Inc.

    November 2020       30.00       1,500       (4,087,500 )     (52,500 )

Cracker Barrel Old Country Store, Inc.

    November 2020       120.00       96       (1,092,672 )     (26,400 )

The Gap Inc.

    November 2020       24.00       1,000       (1,945,000 )     (25,000 )

The Geo Group, Inc.

    November 2020       12.00       43       (38,098 )     (645 )

KeyCorp

    November 2020       13.00       1,000       (1,298,000 )     (35,000 )

KeyCorp

    November 2020       13.00       1,000       (1,298,000 )     (58,000 )

KeyCorp

    November 2020       13.00       100       (129,800 )     (5,500 )

KeyCorp

    November 2020       13.50       427       (554,246 )     (15,372 )

Lamar Advertising Co.

    November 2020       67.50       450       (2,788,200 )     (63,000 )

Nordstrom, Inc.

    November 2020       16.00       500       (605,000 )     (1,000 )

Ollie’s Bargain Outlet Holdings, Inc.

    November 2020       100.00       150       (1,306,350 )     (12,750 )

Ollie’s Bargain Outlet Holdings, Inc.

    November 2020       105.00       150       (1,306,350 )     (3,900 )

ONEOK, Inc.

    November 2020       30.50       400       (1,160,000 )     (15,600 )

ONEOK, Inc.

    November 2020       33.00       600       (1,740,000 )     (21,000 )

Steel Dynamics, Inc.

    November 2020       35.00       500       (1,574,000 )     (12,500 )

Texas Instruments, Inc.

    November 2020       155.00       100       (1,445,900 )     (2,600 )

ViacomCBS, Inc.

    November 2020       32.00       500       (1,428,500 )     (14,500 )

The Western Union

    November 2020       24.00       1,000       (1,944,000 )     (5,000 )

Zoetis, Inc.

    November 2020       170.00       150       (2,378,250 )     (24,375 )

Zoetis, Inc.

    November 2020       175.00       50       (792,750 )     (3,800 )
                                         

Total Value of Options Written (Premiums received (761,883))

          $ (415,930 )

 

11

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

Miller/Howard High Income Equity Fund

Statement of Assets and Liabilities

October 31, 2020

 

Assets:

       

Investments in unaffiliated securities, at value (Identified cost - $197,535,873)

  $ 175,502,415  

Receivable for investments sold

    1,172,969  

Dividends and interest receivable

    1,578,489  

Other assets

    1,114,810  

Total Assets

    179,368,683  
         

Liabilities:

       

Options written, at value (premiums received $761,883)

    415,930  

Loans payable

    32,300,000  

Payable for investments purchased

    1,115,076  

Payable for collateral on securities loaned

    14,677,833  

Payable to Adviser

    142,415  

Accrued administration expense

    27,242  

Accrued interest expense

    20,124  

Accrued custody expense

    4,494  

Accrued directors expense

    3,000  

Other liabilities

    138,367  

Distribution payable to common stockholders

    747,627  

Total Liabilities

    49,592,108  

Net Assets

  $ 129,776,575  
         

Net Assets consist of:

       

Paid-in capital

  $ 242,853,374  

Accumulated losses

    (113,076,799 )

Total Net Assets

  $ 129,776,575  

Shares at October 31, 2020

    18,690,675  

Net Asset Value Per Common Share Outstanding

  $ 6.94  

 

 

See accompanying Notes to Financial Statements | October 31, 2020 | Annual Report

12

 

 

 

Miller/Howard High Income Equity Fund

Statement of Operations

Year Ended October 31, 2020

 

Investment Income:

       

Dividend income (net of $156,971 foreign withholding tax)

  $ 8,646,046  

Interest income

    41,341  

Securities lending income

    185,169  

Total Investment Income

    8,872,556  
         

Expenses:

       

Advisory fees

    1,878,297  

Interest expense

    459,204  

Professional fees

    517,988  

Amortization of Offering Costs

    272,950  

Administration fees

    185,285  

Trustees’ fees and expenses

    105,234  

Compliance fees

    70,000  

Registration and filing fees

    34,605  

Shareholder reporting expenses

    37,476  

Custodian fees and expenses

    29,379  

Transfer agent fees and expenses

    28,182  

Miscellaneous

    50,339  

Total Expenses

    3,668,939  

Net Investment Income

    5,203,617  
         

Net Realized and Unrealized Gain (Loss):

       

Net realized gain (loss) on:

       

Investments

    (48,203,331 )

Options

    7,246,246  

Net realized gain (loss)

    (40,957,085 )

Net change in unrealized appreciation (depreciation) on:

       

Investments

    (16,303,751 )

Options

    20,933  

Net change in unrealized appreciation (depreciation)

    (16,282,818 )

Net realized and unrealized gain (loss)

    (57,239,903 )

Net Decrease in Net Assets resulting from Operations

  $ (52,036,286 )

 

 

13

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

 

Miller/Howard High Income Equity Fund

Statements of Changes in Net Assets

 

   

For the
year ended
October 31,
2020

   

For the
year ended
October 31,
2019

 

Change in Net Assets:

               

From Operations:

               

Net investment income

  $ 5,203,617     $ 7,122,923  

Net realized gain (loss)

    (40,957,085 )     (8,891,184 )

Net change in unrealized appreciation (depreciation)

    (16,282,818 )     15,450,749  

Net increase (decrease) in net assets resulting from operations

    (52,036,286 )     13,682,488  

Dividends and Distributions to Shareholders from:

               

Net investment income

    (3,183,709 )     (4,808,774 )

Return of capital

    (12,631,798 )     (17,912,244 )

Total dividends and distributions to shareholders

    (15,815,507 )     (22,721,018 )

Capital Stock Transactions:

               

Proceeds from issuance of 955,186 and 2,713,146 common shares in connection with the at the market offering

    10,764,938       30,778,000  

Commissions and offering expenses associated with the issuance of common shares in connection with the at the market offering

    (161,700 )     (461,476 )

Issuance of 11,677 and 26,566 common shares from reinvestment of distributions

    120,148       288,458  

Increase in net assets from Fund share transactions

    10,723,386       30,604,982  

Total increase (decrease) in net assets

    (57,128,407 )     21,566,452  
                 

Net Assets:

               

Beginning of year

    186,904,982       165,338,530  

End of year

  $ 129,776,575     $ 186,904,982  

 

 

See accompanying Notes to Financial Statements | October 31, 2020 | Annual Report

14

 

 

 

Miller/Howard High Income Equity Fund

Statement of Cash Flows

Year Ended October 31, 2020

 

Cash Flows from Operating Activites:

       

Net decrease in net assets resulting from operations

  $ (52,036,286 )

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

       

Purchases of long-term investments

    (521,870,238 )

Net purchases and sales of short-term investments

    4,950,497  

Proceeds from sales of long-term investments

    507,964,892  

Proceeds from option transactions

    11,920,749  

Return of capital on distributions received

    2,771,213  

Increase in collateral for securities loaned

    44,710,427  

Increase in payable upon return of securities loaned

    (44,710,427 )

Net increase in dividends and interest receivable and other assets

    (1,312,539 )

Net decrease in accrued expenses and other liabilities

    (83,227 )

Net change in unrealized appreciation (depreciation) of investment securities

    16,282,818  

Net realized loss on investment securities

    40,956,615  

Cash provided by operating activities

    9,544,494  
         

Cash Flows from Financing Activities:

       

Payments received from Fund share transactions

    10,603,238  

Decrease in line of credit

    (5,200,000 )

Dividends paid

    (14,947,732 )

Cash used in financing activities

    (9,544,494 )
         

Decrease in cash

     

Cash at beginning of period

     

Cash at end of period

  $  
         

Supplemental Disclosure of Cash Flow and Non-cash Information:

       

Interest paid

  $ 459,204  

 

 

15

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

 

Miller/Howard High Income Equity Fund

Financial Highlights

 

   

For the year ended

 
   

October 31,
2020

   

October 31,
2019

   

October 31,
2018

   

October 31,
2017

   

October 31,
2016

 

Per Common Share Data (1)

                                       

Net asset value, beginning of year/period

  $ 10.55     $ 11.03     $ 12.43     $ 12.16     $ 14.57  

Income from Investment Operations

                                       

Net investment income (loss)

    0.28       0.44       0.46       0.32       0.64  

Net realized and unrealized gains (losses)

    (3.05 )     0.42       (0.49 )     1.34       (1.66 )

Total from investment operations

    (2.77 )     0.86       (0.03 )     1.66       (1.02 )

Distributions to Common Stockholders

                                       

Net investment income

    (0.17 )     (0.29 )     (0.44 )     (0.44 )     (0.47 )

Return of capital

    (0.69 )     (1.10 )     (0.95 )     (0.95 )     (0.92 )

Total distributions to common stockholders

    (0.86 )     (1.39 )     (1.39 )     (1.39 )     (1.39 )

Premiums less commissions and offering costs on issuance of common stock

    0.02 (2)      0.05 (2)      0.02 (2)      0.00 (2)       

Total capital stock transactions

    0.02       0.05       0.02       0.00        

Net asset value, end of year/period

  $ 6.94     $ 10.55     $ 11.03     $ 12.43     $ 12.16  

Per common share market value, end of period

  $ 5.98     $ 11.79     $ 11.08     $ 13.18     $ 11.57  

Total investment return based on market value (3)

    (43.27 )%     20.99 %     (5.57 )%     26.83 %     (2.26 )%

Total investment return based on net asset value (4)

    (26.93 )%     8.70 %     (0.32 )%     13.86 %     (6.70 )%
                                         

Supplemental Data and Ratios

                                       

Net assets applicable to common stockholders, end of year/period (000’s)

  $ 129,777     $ 186,905     $ 165,339     $ 167,939     $ 163,229  

Ratio of expenses to average net assets

    2.39%       2.51 %     2.33 %     2.28 %     2.13 %

Ratio of net investment income to average net assets

    3.39%       4.05 %     3.90 %     2.50 %     5.04 %

Ratio of interest expense to average net assets

    0.30%       0.64 %     0.45 %     0.41 %     0.30 %

Borrowings outstanding (000’s)

  $ 32,300     $ 37,500     $ 37,500     $ 37,500     $ 37,500  

Asset coverage per $1,000 of indebtedness (5)

  $ 5,018     $ 5,984     $ 5,409     $ 5,478     $ 5,353  

Portfolio turnover rate

    277 %     166 %     100 %     96 %     85 %

 

(1)

Information presented relates to a share of common stock outstanding for the entire period. Calculated using average shares outstanding method.

(2)

Represents the premium on the at the market offering of $0.028, $0.076, $0.046 and $0.005 per share, respectively, less underwriting and offering costs of $0.009, $0.028, $0.027 and $0.001, respectively, per share for the years ended October 31, 2020, October 31, 2019, October 31, 2018 and October 31, 2017.

(3)

Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Fund’s dividend reinvestment plan.

(4)

Total investment return is calculated assuming a purchase of common stock at the net asset value at the beginning of the period (or initial public offering price) and a sale at the net asset value on the last

 

See accompanying Notes to Financial Statements | October 31, 2020 | Annual Report

16

 

 

 

Miller/Howard High Income Equity Fund

Financial Highlights (continued)

 

  day of the period reported. The calculation also assumes reinvestment of distributions at actual prices pursuant to the Fund’s dividend reinvestment plan.

(5)

Asset coverage per $1,000 indebtedness is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding, and multiplying the result by 1,000.

 

17

Annual Report | October 31, 2020 | See accompanying Notes to Financial Statements

 

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements

October 31, 2020

 

1. Organization

Miller/Howard High Income Equity Fund (the “Fund”) was formed as a Delaware statutory trust on April 21, 2011, and is registered under the Investment Company Act of 1940 (the “1940 Act”) as a closed-end, diversified management investment company. The Fund is managed by Miller/Howard Investments, Inc. (“Adviser”). The Fund commenced operations on November 24, 2014. The Fund’s stock is listed on the New York Stock Exchange under the symbol “HIE.”

 

The Fund will terminate on November 24, 2024, absent shareholder approval to extend such term. If the Fund’s Board of Trustees (“Board”) believes that under the current market conditions it is in the best interest of the Fund’s shareholders to do so, the Board may extend the termination date for one year, to November 24, 2025, without a shareholder vote upon the affirmative vote of three-quarters of the Board’s trustees then in office.

 

The Fund’s primary investment objective is to seek a high level of current income. As a secondary objective the Fund seeks capital appreciation when consistent with its primary investment objective. There can be no assurance that the Fund will achieve its investment objectives. The Fund will attempt to achieve its investment objectives by investing, under normal market conditions, at least 80% of its total assets in dividend or distribution paying equity securities of U.S. companies and non-U.S. companies traded on U.S. exchanges.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Investment Companies.

 

A. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 

B. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board.

 

October 31, 2020 | Annual Report

18

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean price. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options).

 

Other securities may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security.

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, and analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

 

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, and negatively impact the Fund’s performance.

 

C. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier hierarchy is utilized to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing

 

19

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

the asset or liability, including assumptions about risk. For example, market participants would consider the risk inherent in a particular valuation technique used to measure fair value, such as a pricing model, and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

October 31, 2020 | Annual Report

20

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

As of October 31, 2020, the Fund’s assets and liabilities carried at market value were classified as follows:

 

Investments in Securities(a)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Assets

                               

Common Stock

  $ 138,890,827     $ 138,890,827     $     $  

Master Limited Partnerships

    7,756,239       7,756,239              

Real Estate Investment Trusts

    12,418,421       12,418,421              

Short-Term Investment(b)

    1,759,095       1,759,095              

Investments Purchased as Securities Lending Collateral(c)

    14,677,833                    

Total Investment in Securities

  $ 175,502,415     $ 160,824,582     $     $  

Liabilities

                               

Written Options

  $ 415,930     $ 353,405     $ 62,525     $  

 

(a)

All industry classifications are identified in the Schedule of Investments

(b)

Short-term investment is a sweep investment for cash balances in the Fund at October 31, 2020

(c)

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been categorized in the fair value hierarchy in accordance with ASC 820. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Assets and Liabilities.

 

The Fund did not hold any Level 3 Securities during the year ended October 31, 2020.

 

D. Security Transactions and Investment Income

Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on a specific identified cost basis. Interest income is recognized on the accrual basis. Dividend income and distributions are recognized on the ex-dividend date, and withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

The Fund may hold the securities of real estate investments trusts (“REITs”). Distributions from such investments may include income, capital gains and return of capital. The Fund may also hold the securities of master limited partnerships (“MLPs”). Distributions from such investments may include income and return of capital. The actual character of amounts received during the year is not known until after the REIT and MLP fiscal year ends. The Fund records the character of distributions received from REITs and MLPs during the year based on estimates available. The characterization of distributions received by the Fund may be subsequently revised based on the information received from the REITs and MLPs after their tax reporting periods conclude.

 

21

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

E. Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income, and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Fund does not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities. However, for Federal income tax purposes, the Fund does isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gain or loss from the sale of investment securities, and payables and receivables arising from trade-date and settlement-date differences.

 

F. Dividends and Distributions to Shareholders

The Fund intends to make regular monthly cash distributions of all or a portion of its investment company taxable income (which includes ordinary income and short-term capital gains) to common shareholders. The Fund also intends to make annual distributions of its “net capital gain” (which is the excess of net long-term capital gains over net short-term capital losses). The Fund will pay common shareholders annually at least 90% of its investment company taxable income. Various factors will affect the level of the Fund’s investment company taxable income, such as its asset mix. To permit the Fund to maintain more stable monthly distributions, the Fund may from time to time distribute less than the entire amount of income earned in a particular period, which would be available to supplement future distributions. As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount of income actually earned by the Fund during that period.

 

Dividends from net investment income and distributions from realized gains from investment transactions have been determined in accordance with Federal income tax regulations and may differ from net investment income and realized gains recorded by the Fund for financial reporting purposes. These differences, which could be temporary or permanent in nature may result in reclassification of distributions; however, net investment income, net realized gains and losses, and net assets are not affected.

 

G. Federal Income Taxation

The Fund has elected to be treated as, and to qualify each year for special tax treatment afforded to, a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (“IRC”). In order to qualify as a RIC, the Fund must, among other things, satisfy income, asset diversification and distribution requirements. As long as it so qualifies, the Fund will not be subject to U.S. federal income tax to the extent that it distributes annually its investment company taxable income and its net capital gain. The Fund intends to distribute at least annually all or substantially all of such income and gain. If the Fund retains any investment company

 

October 31, 2020 | Annual Report

22

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

taxable income or net capital gain, it will be subject to U.S. federal income tax on the retained amount at regular corporate tax rates. In addition, if the Fund fails to qualify as a RIC for any taxable year, it will be subject to U.S. federal income tax on all of its income and gains at regular corporate tax rates.

 

H. Derivative Financial Instruments

The Fund provides disclosure regarding derivatives and hedging activity to allow investors to understand how and why the Fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect the Fund’s results of operations and financial position.

 

The Fund occasionally sells (“writes”) put options on securities already held in its portfolio or securities that are candidates for inclusion in the portfolio. The strategy is designed to provide the Fund with the ability to acquire securities that the Adviser is interested in at attractive valuations while generating realized gains from premiums as a means to enhance distributions.

 

The Fund may occasionally purchase put options. A purchaser of a put option has the right, but not the obligation, to sell the underlying instrument at an agreed upon price (“strike price”) to the option seller.

 

The Fund occasionally sells (“writes”) call options on securities already held in its portfolio. The strategy is designed to generate realized gains from premiums as a means to enhance distributions.

 

The Fund may occasionally purchase call options. A purchaser of a call option has the right, but not the obligation, to purchase the underlying instrument at the strike price from the option seller.

 

Written Options – Premiums received by the Fund for written options are included in the Statement of Assets and Liabilities. The amount of the liability is adjusted daily to reflect the fair value of the written option and any change in fair value is recorded as unrealized appreciation (depreciation). Premiums received from written options that expire are treated as realized gains. The Fund records a realized gain (loss) on written options based on whether the cost of the closing transaction exceeds the premium received. If a call option is exercised by the option buyer, the premium received by the Fund is added to the proceeds from the sale of the underlying security to the option buyer and compared to the cost of the closing transaction to determine whether there has been a realized gain or loss. If a put option is exercised by an option buyer, the premium received by the option seller reduces the cost basis of the purchased security.

 

23

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

Written uncovered call options subject the Fund to unlimited risk of loss. Written covered call options limit the upside potential of a security above the strike price. Put options written subject the Fund to risk of loss if the value of the security declines below the exercise price.

 

Purchased Options – Premiums paid by the Fund for purchased options are included in the Statement of Assets and Liabilities as an investment. The option is adjusted daily to reflect the fair value of the option and any change in fair value is recorded as unrealized appreciation or depreciation of investments. If the option is allowed to expire, the Fund will lose the entire premium paid and record a realized loss for the premium amount. Premiums paid for purchased options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain/loss or cost basis of the security.

 

The Fund has adopted the disclosure provision of FASB ASC 815, Derivatives and Hedging. ASC 815 requires enhanced disclosures about the Fund’s use of and accounting for derivative instruments and the effect of derivative instruments on the Fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments under ASC 815.

 

The following table presents the types and fair value of derivatives by location as presented on the Statement of Assets and Liabilities at October 31, 2020:

 

 

 

Liabilities

 

Derivatives not accounted for as
hedging instruments under ASC 815

 

Location

   

Value

 

Written equity options

    Options written, at value     $ 415,930  

 

 

October 31, 2020 | Annual Report

24

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

The following table presents the effect of derivatives on the Statement of Operations for the year ended October 31, 2020:

 

Derivatives not accounted for as
hedging instruments under ASC 815

 

Location of
Gains (Losses) on
Derivatives

   

Net Realized
Gain (Loss) on
Derivatives

   

Net Change
in Unrealized
Appreciation
(Depreciation) on
Derivatives

 

Written equity options

    Options     $ 7,246,246     $ 20,933  

 

The average notional value of written options for the Fund for the year ended October 31, 2020 was $25,113,252.

 

I. New Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-13 “Changes to the Disclosure Requirements for Fair Value Measurement” which modifies disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Management is currently evaluating the impact of this guidance to the Fund.

 

3. Concentration of Risk

The Fund’s investment objective is to seek a high level of current income. Under normal conditions, the Fund will have at least 80% of its total assets (including any assets obtained through leverage) invested in dividend or distribution paying equity securities of U.S. companies and non-U.S. companies traded on U.S. exchanges. Equity securities the Fund may invest in include common stocks, preferred stocks, convertible securities, warrants, depository receipts and equity interests in trust and other entities. The Fund may also invest up to 25% of its total assets in securities of MLPs.

 

4. Agreements and Related Party Transactions

The Fund has entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser. Under the terms of the Agreement, the Fund pays the Adviser a fee equal to an annual rate of 1.00% of the Fund’s average weekly Managed Assets (defined as the average weekly total assets minus all accrued expenses incurred in the normal course of operations other than liabilities or obligations attributable to investment leverage, including, without limitation, investment leverage obtained though (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities and/or (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objectives and policies). The Adviser earned $1,878,297 in advisory fees for the year ended October 31, 2020.

 

25

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

U.S. Bank Global Fund Services serves as the Fund’s administrator and fund accountant.

 

American Stock Transfer & Trust Company, LLC serves as the Fund’s transfer agent, registrar and dividend disbursing agent and agent for the automatic dividend reinvestment plan.

 

U.S. Bank, N.A. serves as the Fund’s custodian.

 

One of the Fund’s Trustees is an employee of the Adviser.

 

5. Income Taxes

The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all or substantially all of its taxable income. Accordingly, no provision for federal income taxes is included in the financial statements.

 

The tax character of dividends paid to shareholders during the years ended October 31, 2019 and 2020, were as follows:

 

 

Ordinary
Income

Net
Long Term
Capital Gains

Return of
Capital

Total
Distributions
Paid

2019

$4,808,774

$—

$17,912,244

$22,721,018

2020

$3,183,709

$—

$12,631,798

$15,815,507

 

The amount and character of income and capital gain distribution to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences could be temporary or permanent in nature. To the extent these differences are permanent in nature, such differences are reclassified at the end of the fiscal year among accumulated losses and paid-in capital. Accordingly, on October 31, 2020, accumulated losses were increased by $963,854 and paid-in capital was decreased by $963,854. This reclassification has no effect on the net assets of the Fund.

 

The following information is provided on a tax basis as of October 31, 2020:

 

Cost of investments

  $ 199,085,383  

Unrealized appreciation

  $ 5,039,145  

Unrealized depreciation

    (29,038,043 )

Net unrealized appreciation (depreciation)

    (23,998,898 )

Undistributed ordinary income

     

Undistributed long term gains

     

Distributable earnings

     

Other accumulated gain/(loss)

    (89,077,901 )

Total accumulated gain/(loss)

  $ (113,076,799 )

 

October 31, 2020 | Annual Report

26

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

Unused net capital losses are available to offset future realized gains, without expiration. The Fund has $89,077,901 of unused net capital losses at October 31, 2020, which are treated as arising on the first day of the Fund’s next tax year.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on U.S. tax returns and state tax returns of the Fund. The tax years 2017 through 2020 are open to examination by the tax authorities in the United States. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. It is the Fund’s policy to record interest and penalties related to uncertain tax benefits as a component of income taxes, as appropriate.

 

6. Investment Transactions

For the year ended October 31, 2020, the Fund purchased (at cost) and sold securities (proceeds received) in the amount of $522,985,314 and $505,391,771 (excluding short-term securities), respectively.

 

7. Common Stock

The Fund has unlimited shares of capital stock authorized and 18,690,675 shares outstanding at October 31, 2020. Transactions in common stock for the year ended October 31, 2020, were as follows:

 

Shares at October 31, 2019

    17,723,812  

Shares sold through at the market offering

    955,186  

Shares issued through dividend reinvestments

    11,677  

Shares at October 31, 2020

    18,690,675  

 

8. Special Custody Account Agreement

On September 19, 2017, the Fund entered into a $50,000,000 Special Custody Account Agreement (“Agreement”) with Interactive Brokers LLC (“Interactive Brokers”). The following shows the key terms of this agreement:

 

Loan Amount

Interest Rate

$0-$100,000

Federal Funds Rate + 1.50%

$100,000.01-$1,000,000

Federal Funds Rate + 1.00%

$1,000,000.01-$3,000,000

Federal Funds Rate + 0.50%

$3,000,000.01+

Greater of 0.50% or Federal Funds Rate + 0.30%

 

27

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

The average principal balance and interest rate for the year ended October 31, 2020 were $38,848,163 and 1.16%, respectively. At October 31, 2020, the principal balance outstanding was $32,300,000 at an interest rate of 0.76%. The Fund may borrow up to an additional $17,700,000 under the Agreement.

 

Under the terms of the Agreement, the outstanding principal balance must be collateralized with securities of the Fund in an amount as specified in the Agreement. In addition, the Fund must maintain asset coverage required under the 1940 Act. If the Fund fails to maintain the required asset coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At October 31, 2020, the Fund was in compliance with the terms of the Agreement.

 

9. Securities Lending

The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The fund receives income from securities lending from fees paid to the Fund by the borrowers and/or from the reinvestment of the cash collateral. Funds typically compensate their lending agents with a share of the revenue generated by the lending program, and may pay lending agents an additional fee for managing the cash collateral reinvestment. The amount of security lending income depends on a number of factors including the type of security and length of the loan. The Fund continues to receive dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the cost associated with lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from these risks by contract with the Custodian.

 

As of October 31, 2020, the value of securities on loan and payable for collateral due to broker were $14,326,539 and $14,677,833, respectively.

 

October 31, 2020 | Annual Report

28

 

 

Miller/Howard High Income Equity Fund

Notes to Financial Statements (continued)

October 31, 2020

 

The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio, LLC (“Portfolio”) as shown on the Schedule of Investments. The Portfolio is a private fund that invests in high-quality, short term investments, similar to a money market fund. However, the Portfolio is not registered with the Securities and Exchange Commission (“SEC”) and is not required to meet the regulatory requirements of a money market fund registered with the SEC. The Portfolio is only offered to participants in the Custodian’s security lending program.

 

10. Indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnification to other parties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred, and may not occur.

 

11. Subsequent Events

In preparing these financial statements, the Fund has evaluated events and transactions through the date of issuance for potential recognition or disclosure resulting from subsequent events. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial statements.

 

29

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Report of Independent Registered Public Accounting Firm

 

 

To the shareholders and the Board of Trustees of Miller/Howard High Income Equity Fund:

 

Opinion on the Financial Statements and Financial Highlights

 

We have audited the accompanying statement of assets and liabilities of Miller/Howard High Income Equity Fund (the “Fund”), including the schedule of investments, as of October 31, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Miller/Howard High Income Equity Fund as of October 31, 2020, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned

 

October 31, 2020 | Annual Report

30

 

 

Miller/Howard High Income Equity Fund

Report of Independent Registered Public Accounting Firm (continued)

 

as of October 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

Milwaukee, Wisconsin
December 23, 2020

 

We have served as the auditor of one or more of Miller/Howard Investments Inc.’s investment companies since 2014.

 

31

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Additional Information

October 31, 2020

(Unaudited)

 

Trustees and Officer Compensation

The Fund does not compensate any of its trustees who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act. For the year ended October 31, 2020, the aggregate compensation paid by the Fund to the independent trustees was $104,500. The Fund did not pay any special compensation to any of its trustees or officers.

 

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund’s actual results are the performance of the portfolio of investments held by it, the conditions in the U.S. and international financial markets, the price at which shares of the Fund will trade in the public markets and other factors discussed in filings with the SEC.

 

Proxy Voting Policies

The Board of Trustees of the Fund has delegated the voting of proxies for Fund securities to the Adviser pursuant to the Adviser’s proxy voting policies and procedures. Under these policies and procedures, the Adviser will vote proxies related to Fund securities in the best interests of the Fund and its shareholders.

 

A description of the policies and procedures the Fund used to determine how to vote proxies relating to portfolio securities owned by the Fund is available without charge upon request by calling the Fund at (845) 679-9166. Information regarding how the Fund voted the proxies related to the portfolio of securities during the period ended June 30 is available without charge by accessing this information on the SEC’s web site at www.sec.gov.

 

Availably of Quarterly Portfolio Holdings Schedule

The Fund files a complete schedules of portfolio holdings with the SEC for its first and third fiscal quarters as an exhibit to their reports on Form N-PORT. The Fund’s filings on Form N-PORT are available without charge, upon request on the SEC’s website (http://www.sec.gov) and by calling (845) 679-9166.

 

Prospectus and Statement of Additional Information (“SAI”)

The SAI includes additional information about the Fund and is available upon request without charge by calling the Fund at (845) 679-9166 or by visiting the SEC’s web site at www.sec.gov.

 

October 31, 2020 | Annual Report

32

 

 

Miller/Howard High Income Equity Fund

Additional Information (continued)

October 31, 2020

(Unaudited)

 

Repurchase of Securities

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may from time to time purchase its shares of common stock in the open market when Fund shares are trading at a discount from their net asset value.

 

Certifications

The Fund’s President submitted to the New York Stock Exchange (“NYSE”) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Fund Manual.

 

Net Asset Value

The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “World Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “World Equity Funds.”

 

The Nasdaq symbol for the Net Asset Value per share is “XHIEX.” The Net Asset Value per share may be obtained each day by calling the Fund at (845) 679-9166.

 

Automatic Dividend Reinvestment Plan (the “Fund’s Plan”)

Many of you have questions about the Fund’s Automatic Dividend Reinvestment Plan. We urge shareholders who want to take advantage of the Fund’s Plan and whose shares are held in “Street Name,” to consult your financial advisor about participating in the Fund’s Plan.

 

Under the Fund’s Automatic Dividend Reinvestment Plan, a shareholder whose common shares are registered in his or her own name will have all distributions reinvested automatically by American Stock Transfer & Trust Company, LLC, the Fund’s Transfer Agent, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in “street name”) will be reinvested by the broker or nominee in additional shares under the Fund’s Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive dividends and distributions in cash. Investors who own common shares registered in street name should consult their broker-dealers for details regarding reinvestment. A participant in the Fund’s Plan may elect to receive all dividends in cash by contacting American Stock Transfer & Trust Company, LLC (the “Plan agent”) in writing at the address specified on the back cover or by calling the Plan agent at 1(800) 278-4353. Under the Fund’s Plan, whenever the market price of the common shares, including brokerage commissions, is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number of shares equivalent to the cash distribution, participants in the Fund’s Plan will receive newly issued common shares. The number of shares to be issued will be computed at a per share rate equal to the greater of (i) the net asset value as most recently determined or (ii) 95% of the then-current market price of the common shares. The valuation date is the distribution payment date or, if that date is not a trading day on the NYSE, the next trading day. If the net asset value of the common shares at the time of valuation exceeds the

 

33

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Additional Information (continued)

October 31, 2020

(Unaudited)

 

market price of the common shares, participants will receive shares purchased by the Fund’s Plan agent in the open market. If the Fund should declare a distribution payable only in cash, the Plan agent will buy the common shares for the Fund’s Plan in the open market, on the NYSE or elsewhere, for the participants’ accounts, except that the Plan agent will terminate purchases in the open market and instead the Fund will distribute newly issued shares at a per share rate equal to the greater of net asset value or 95% of market value if, following the commencement of such purchases, the market value of the common shares plus estimated brokerage commissions exceeds net asset value. The automatic reinvestment of dividends and other distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable (or required to be withheld) on such dividends or other distributions.

 

October 31, 2020 | Annual Report

34

 

 

Miller/Howard High Income Equity Fund

Trustees and Officers

October 31, 2020

(Unaudited)

 

Name, Age and Address

Position(s) Held with Fund

Term of Office
and
Length
of Time
Served

Principal Occupation(s) During Past Five Years

Other
Directorships/Trusteeships
Held

Independent Trustee

James E. Hillman
(Born March 1957)
P.O. Box 549
10 Dixon Ave., Woodstock, NY 12498

Chairman of the Board, Lead Independent Trustee

Since 2014 Three-year term

CFO and Treasurer, Notre Dame School; Former Director and PFO, Bank of America Merrill Lynch (2006-2011)

Value Line Capital Appreciation Fund, Inc.

 

Value Line Mid Cap Focused Fund, Inc.

 

Value Line Select Growth Fund, Inc.

 

Value Line Larger Companies Focused Fund, Inc.

 

Value Line Centurion Fund, Inc.

 

The Value Line Tax Exempt Fund, Inc.

 

Value Line Core Bond Fund

 

Value Line Small Cap Opportunities Fund, Inc.

 

Value Line Asset Allocation Fund, Inc.

 

Value Line Strategic Asset Management Trust

Roger Conrad
(Born July 1961)
P.O. Box 549
10 Dixon Ave.,
Woodstock, NY 12498

Independent Trustee

Since 2014

 

Three-year term

Managing Director and Editor, Capitalist Times LLC; Managing Director, Halcyon Capital LLC

N/A

Charles I. Leone
(Born July 1961)
P.O. Box 549
10 Dixon Ave.,
Woodstock, NY 12498

Independent Trustee

Since 2014

 

Three-year term

CFO and CCO of Oribel Capital Management, LP; CFO of Oribel Management, LLC; CFO of Oribel Capital GP, LLC; prior to 2015, CFO and CCO, Taurasi Capital Management LLC and Taurasi Capital GP LLC

N/A

 

 

35

Annual Report | October 31, 2020

 

 

 

Miller/Howard High Income Equity Fund

Trustees and Officers (continued)

October 31, 2020

(Unaudited)

 

Name, Age and Address

Position(s) Held with Fund

Term of Office
and
Length
of Time
Served

Principal Occupation(s) During Past Five Years

Other
Directorships/Trusteeships
Held

Interested Trustees and Officer

Catherine M.
Johnston, CFA
P.O. Box 549,
Woodstock, NY 12498
(born May 1983)

President and Trustee

 

Class I

President and Trustee Since December 2020; Secretary (March 2019 to December 2020); three-year term

Head of Marketing (since 2019) and Fund Administrator (since 2018), Miller/Howard Investments Inc.; Portfolio Specialist, Miller/Howard Investments Inc. (2016-2018); Product Analyst, AllianceBernstein (2006-2016)

N/A

 

Name, Age and Address

Position(s) Held with Fund

Term of
Office
and
Length
of Time
Served

Principal Occupation(s) During Past Five Years

Officers

Gregory Powell, PhD
P.O. Box 549,
Woodstock, NY 12498
(born January 1959)

Vice President

Since December 2020

Chief Investment Officer, Miller/Howard Investments Inc. (since 2020); Deputy Chief Investment Officer, Miller/Howard Investments Inc. (2019-2020); Portfolio Manager and Research Analyst, Miller/Howard Investments Inc. (2017-2019); Director of Research, AllianceBernstein (1999-2016)

Brian Helhoski
P.O. Box 549,
Woodstock, NY 12498
(born September 1966)

Chief Financial Officer

Since January 2019

Chief Financial Officer, Miller/Howard Investments Inc. (since 2018), Controller, Miller/Howard Investments Inc. (2016-2018), Controller, SunWize Technologies/EcoClean Solar (prior to 2016)

Eva Horowitz
P.O Box 549,
Woodstock, NY 12498
(born February 1965)

Secretary

Since December 2020

Chief Operating Officer, Miller/Howard Investments Inc. (since 2020); Director of Trading and Operations, Miller/Howard Investments Inc. (2018-2019); Director of Trading, Miller/Howard Investments Inc. (2011-2018)

 

 

October 31, 2020 | Annual Report

36

 

 

 

Miller/Howard High Income Equity Fund

Trustees and Officers (continued)

October 31, 2020

(Unaudited)

 

Name, Age and Address

Position(s) Held with Fund

Term of
Office
and
Length
of Time
Served

Principal Occupation(s) During Past Five Years

Charles Atkins
P.O. Box 549,
Woodstock, NY 12498
(born March 1975)

Chief Compliance Officer

Since May 2018

Chief Compliance Officer, Miller/Howard Investments Inc. (since 2018), Director of Performance and Analytics, Miller/Howard Investments, Inc., Equity Trading Compliance (since 2012)

 

Effective December 15, 2020, Lowell G. Miller has resigned from his positions as Chairman of the Board, President, and Class I Trustee of the Miller/Howard High Income Equity Fund, and has been designated as Chairman Emeritus. In November 2019, Mr. Miller announced his planned retirement from Miller/Howard. Further, John E. Leslie, III, CFA, has resigned from his position as Vice President of the Fund, effective December 15, 2020. Mr. Leslie, Portfolio Manager and Research Analyst at Miller/Howard, remains as a key member of the Adviser’s investment team, focused on separately managed account strategies.

 

The Board of Trustees has elected James E. Hillman, currently the Fund’s Lead Independent Trustee, as Chairman of the Board, and Catherine M. Johnston, CFA, as President and Class I Trustee. Because of Ms. Johnston’s role within the Adviser, she is classified as an “interested person.” Mr. Hillman has been a Trustee of the Fund since inception in 2014. Ms. Johnston previously served as Secretary of the Fund since March 2019 and is the Head of Marketing at the Adviser.

 

The Board of Trustees has also elected Eva Horowitz as Secretary of the Fund, and Gregory Powell as Vice President of the Fund. Ms. Horowitz previously served as Assistant Secretary of the Fund since June 2019 and is the Chief Operating Officer at the Adviser. Mr. Powell joined Miller/Howard in 2017 and serves as the Chief Investment Officer at the Adviser.

 

37

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Privacy Policy

(Unaudited)

 

Privacy Policy

In order to conduct its business, Miller/Howard High Income Equity Fund, through its transfer agent, American Stock Transfer & Trust Company, LLC, collects and maintains certain nonpublic personal information about its shareholders of record with respect to transactions in shares of the Fund’s securities. This information includes the shareholder’s name and address, taxpayer identification number, share ownership and/or history, and dividend elections. The Fund does not collect or maintain personal information about its shareholders whose shares are held in “street name” by a financial institution such as a bank or broker.

 

The Fund does not disclose any nonpublic personal information about the Fund’s shareholders or former shareholders to third parties unless necessary to process a transaction, service an account or as otherwise permitted by law.

 

To protect your personal information, the Fund restricts access to nonpublic personal information about the Fund’s shareholders to those employees who need to know that information to provide services to the Fund’s shareholders. The Fund also maintains physical, electronic and procedural safeguards to protect your nonpublic personal information.

 

October 31, 2020 | Annual Report

38

 

 

Miller/Howard High Income Equity Fund

Board Consideration and Approval of Investment Advisory Agreement

(Unaudited)

 

At a Board Meeting held on September 14, 2020, the Board of Trustees of the Fund (the “Trustees”) approved the Investment Advisory Agreement between the Fund and the Adviser (the “Agreement”).

 

In determining whether to approve the Agreement, the Trustees, including all of the Independent Trustees, during the course of the Board Meetings held on September 14, 2020 reviewed and considered, among other items: (1) a review of the Trustees’ fiduciary duties and responsibilities and the factors the Trustees should consider in evaluating of the Agreement; (2) information regarding the investment performance of the Fund and performance information for the Fund’s relevant peer group; (3) information comparing the Fund’s advisory fees and expenses to those of its relevant peer group; (4) the Adviser’s complete Form ADV; (5) information concerning the Adviser’s financial condition including the Adviser’s most recent audited financial statements, current financial statements, business, operations, portfolio management teams, and succession planning strategies; and (6) presentations by representatives of the Adviser describing (i) the nature, extent and quality of the Adviser’s services to be provided to the Fund; (ii) the experience and qualifications of the personnel providing those services; (iii) the Adviser’s performance information for other Miller/Howard products; (iv) the Adviser’s assets under management and client descriptions; (v) the Adviser’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) the advisory fee arrangements with the Fund and other clients advised by the Adviser; (vii) compliance program information; (viii) the Adviser’s financial information and profitability analysis related to providing service to the Fund; (ix) fees and other benefits; (x) methodologies to allocate securities among the Fund and Miller/Howard’s other clients; (xi) litigation; (xii) breakpoints; and (xiii) the extent to which economies of scale are relevant to the Fund. In determining whether to approve the Agreement, the Trustees, including the Independent Trustees, reviewed and considered the materials presented at the meeting. The Trustees discussed the materials and the Adviser’s presentations and deliberated on the approval of the Agreement in light of this information. In their deliberations, the Trustees did not focus on any one piece of information that was all-important or controlling.

 

Regarding the investment performance of the Fund versus its peer group, the Board discussed with the Adviser the Fund’s relative underperformance and the Adviser’s plan to improve the Fund’s performance. The Adviser noted its view that it is not practicable to find a meaningful peer group, noting the differences between the Fund and its peers, particularly the Fund’s dividend yield versus those of its peers.

 

Regarding the Fund’s advisory fees and expenses as compared to those of its peer group, it was noted that the Fund’s 1.00% advisory fee is at the peer group median while total Fund expenses, when accounting for leverage and other Fund investment activities, were significantly higher than the peer group median.

 

39

Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Board Consideration and Approval of Investment Advisory Agreement (continued)

(Unaudited)

 

The Trustees, including the Independent Trustees, reached the following conclusions, among others, regarding the Adviser and the respective approvals: the Adviser has the capabilities, resources and personnel necessary to advise the Fund; the Trustees are satisfied with the quality of services to be provided by the Adviser in advising the Fund; the Advisory fee for the Fund is reasonable; the proposed total annual portfolio operating expenses to be paid by the Fund are reasonable; the profitability of the Adviser for Advisory services, based on the Advisory fees, seems reasonable; and the benefits derived by the Adviser from managing the Fund are reasonable.

 

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Annual Report | October 31, 2020

 

 

Miller/Howard High Income Equity Fund

Trustees and Officers

James E. Hillman,
Lead Independent Trustee
Chairman of the Board

Roger Conrad,
Independent Trustee

Charles I. Leone,
Independent Trustee

Catherine Johnston,
President and Trustee

Charles Atkins,
Chief Compliance Officer

Brian Helhoski,
Chief Financial Officer

Gregory Powell,
Vice President

Eva Horowitz,
Secretary

Investment Advisor

Miller/Howard Investments, Inc.

P.O. Box 549

Woodstock, NY 12498

 

Legal Counsel

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

 

Custodian

U.S. Bank, N.A.

1555 N. Rivercenter Drive, Suite 302

Milwaukee, WI 53202

 

Transfer Agent

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

 

Fund Administrator

U.S. Bank Global Fund Services

777 E. Wisconsin Avenue

Milwaukee, WI 53202

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

555 E. Wells Street

Suite 1400

Milwaukee, WI 53202

 

 

 

 

 

 

 

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant's Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant's board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Charles I. Leone and James E. Hillman are the "audit committee financial experts" and are considered to be "independent" as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

  FYE 10/31/2020 FYE 10/31/2019
Audit Fees $50,100 $50,100
Audit-Related Fees $73,000 $28,500
Tax Fees $9,580 $9,580
All Other Fees $ - $ -

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by its principal accountant applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE 10/31/2020 FYE 10/31/2019
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

 

All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The Audit Committee of the Fund did not consider whether the provision of the specific non-audit services billed to the Adviser were compatible with maintaining the principal independent registered public accounting firm's independence. The Audit Committee relied on the principal accountant's representation that they were independent in providing those services.

 

Non-Audit Related Fees FYE 10/31/2020 FYE 10/31/2019
Registrant $ - $ -
Registrant's Investment Adviser $ - $ -

 

 

Item 5. Audit Committee of Listed Registrants.

 

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Charles I. Leone, Roger Conrad, and James E. Hillman.

 

Item 6. Investments.

 

(a)Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Miller/Howard Investments ("Miller/Howard" or "Investment Adviser"), adviser to the Miller/Howard High Income Equity Fund, recognizes, as a matter of policy and as a fiduciary to our clients, that proxy voting is a valuable right of shareholders. Proxy voting is one of the best ways for an investor to communicate to a company his or her opinions on management's policies. Miller/Howard supports voting proxies consistent with our financial, social, and environmental objectives. For more information regarding these objectives, please refer to our ESG Investment Policy.

 

Each proxy season, in addition to the "standard" issues placed on the ballot by management, there may be a number of other important issues put forward by shareholders in the form of shareholder resolutions. We support resolutions that maintain or increase shareholder value and generally support resolutions that ask for reports on specific policies and practices with respect to the environment, human rights, labor standards, diversity, nondiscrimination, executive compensation, political spending or lobbying activities. The primary goal of the shareholder resolution process is to bring concerns to the attention of company management and other shareholders, which will hopefully result in dialogue and the redress of concerns. We support the right of both shareholders and stakeholders to pursue such discussions.

 

 

PROXY ADMINISTRATION

 

Miller/Howard utilizes the services of proxy voting vendor(s) for the facilitation of electronic voting of ballots, records retention, and accessing research reports and recommendations. We seek research and recommendations that are in alignment with our ESG goals, including those that reflect our commitments as a signatory to the United Nations Principles for Responsible Investment.

 

We affirm each ballot, ensuring that voting decisions are in what we believe are the best interests of the shareholder and in alignment with our policies and objectives.

 

Proxy voting responsibility will be determined at the opening of all new client relationships. For those clients who have retained proxy voting authority, Miller/Howard has no responsibility to receive, vote, or otherwise advise voting.

 

Clients can receive a history of our proxy voting record upon request.

 

LIMITATIONS

 

Miller/Howard will generally vote on all proxies it receives. However, Miller/Howard may refrain from voting a proxy if the shares are unsupervised or no longer held by the client at the time of the meeting.

 

ANNUAL REVIEW OF PROXY POLICY

 

On an annual basis, Miller/Howard will amend or update this policy, as necessary to remain consistent and current with our proxy practices. Client interests, compliance, and regulatory requirements will be reviewed and addressed.

 

DISCLOSURE

 

Miller/Howard discloses a summary of our proxy voting policy in our Form ADV Part 2.

 

PROXY VOTING GUIDELINES

 

When voting proxies, Miller/Howard looks at each company independently. We affirm each ballot, ensuring that voting decisions are in what we believe are the best interests of the shareholder and in alignment with our policies and objectives.

 

Governance

 

Miller/Howard supports governance proposals on a case-by-case basis. Resolutions we have supported in the past include the following:

 

·Support for disclosure of activities related to lobbying and political spending
·Support for independent board chairperson
·Support for director with environmental expertise
·Proposals to Approve Executive Compensation. We look for the following principles to guide the design and administration of those compensation programs:

 

 

oStrong link between pay and performance
oExecutives' 'interests should be aligned with stockholders' interests
oPrograms should reinforce business strategies and drive long-term sustained stockholder value

 

If there is an indication that the compensation program is not in best interests of shareholders or if there is not a strong link between pay and performance Miller/Howard will not support the proposal. Miller/Howard will not support executive compensation programs that we deem to be excessive or poorly designed in regards to alignment with shareholders.

 

Environment

 

Miller/Howard supports environmental proposals on a case-by-case basis. Resolutions we have supported in the past include the following:

 

·Annual sustainability reporting - including reporting by suppliers to strengthen the company's ability to assess its suppliers' performance
·Greenhouse gas emissions - company disclosure regarding emissions from their operations and products
·Support responsible resource and emissions management, including efforts to mitigate climate change and address company and industry specific risks related to climate change
·Support for energy efficiency and renewable energy

 

Social

 

Miller/Howard supports social proposals on a case-by-case basis. Resolutions we have supported in the past include the following:

 

·Support workplace safety, and human and worker rights, using internationally recognized standards, indicators and measurement protocols
·Support human rights and address community concerns associated with company operations, practices, supply chains, etc.
·Support for ethical/humane treatment of animals and alternatives to animal testing

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Gregory (Greg) L. Powell, PhD, Chief Investment Officer (effective November 15, 2020), oversees the Portfolio Management Team. Greg is the designated lead or co-lead Portfolio Manager on the firm's core strategies. In addition, he holds a position on Miller/Howard's Executive Committee. Greg joined Miller/Howard in 2017 and served as a portfolio manager and Deputy Chief Investment Officer. He was promoted to CIO in 2020, after the retirement of founder Lowell Miller. Prior to joining MHI, Greg had a distinguished 19-year career as a portfolio manager and director of research at AllianceBernstein. At AB, he managed a team of 12 analysts and a suite of products with $11 billion in AUM. He also served as head of fundamental value research there, redesigning the analyst role with an emphasis on investment success and training analysts in all aspects of the position. He holds a BA in Economics/Mathematics from the University of California Santa Barbara, and a PhD and MA in Economics from Northwestern University.

 

 

Michael Roomberg, CFA, Portfolio Manager, focuses on diversified, dividend-paying stocks as well as the energy sector. In addition, he is involved in managing our closed-end fund, Miller/Howard High Income Equity Fund. Before joining Miller/Howard, Michael served as head of water/infrastructure equity research at Ladenburg Thalmann & Co. in New York City. Prior to that he served on Jefferies' Industrials equity research team. Michael began his career as a research associate at Boenning & Scattergood Inc., a financial services firm in greater Philadelphia, where he specialized in energy exploration & production, and water utilities and industrials. Michael earned his BA in International Relations, Economics, and Finance from University of Wisconsin-Madison. He holds an MBA from the McDonough School of Business, Georgetown University.

 

John (Jack) E. Leslie III, CFA, Portfolio Manager, focuses on diversified, dividend-paying stocks. He is a member of Miller/Howard's Board of Directors and is an officer of the Miller/Howard Funds Trust and High Income Equity Fund. Prior to joining Miller/Howard in 2004, Jack was a portfolio manager at Value Line Asset Management, M&T Capital Advisors Group (a division of M&T Bank Corp.), and Dewey Square Investors Corp. (now part of Old Mutual Asset Management). Jack earned his BS in Finance from Suffolk University and an MBA from Babson College.

 

Bryan J. Spratt, CFA, Portfolio Manager, focuses on utilities, telecommunications, and energy stocks. Before joining Miller/Howard in 2004, Bryan worked as an analyst and portfolio manager in investment subsidiaries of Comerica Bank and Munder Capital Management, where he was a member of the energy and power team. Prior to that, Bryan was at Banc One Investment Advisors and the One Group Funds where he was responsible for utilities and telecom for the value team. He graduated summa cum laude from Spring Arbor College with a BA in Economics/Computer Science.

 

John R. Cusick, CFA, Portfolio Manager, focuses on midstream energy including master limited partnerships (MLPs). Before joining Miller/Howard in 2013, he was a senior vice president and research analyst at Wunderlich Securities Inc. in New York, covering energy in North America including partnerships focused on natural gas, liquids, and exploration & production. Prior to that, John spent more than a decade at Oppenheimer & Co. beginning his career as a junior analyst working for energy analyst Fadel Gheit, and then as a senior research analyst specializing in the midstream sector. He earned his BA in Finance and Marketing from Temple University, and an MBA in Finance from Fordham University School of Business in New York City.

 

Adam Fackler, CFA, Portfolio Manager, focuses on utilities, telecommunications, and midstream energy including master limited partnerships (MLPs). Prior to joining Miller/Howard in 2016, Adam spent 10 years at Rodman & Redshaw and KLR Group, focusing on MLPs, and at MLV & Co., covering exploration & production companies and MLPs. Adam holds a BS in Business Administration with a minor in Economics from Bucknell University.

 

Lowell G. Miller, retired November 15, 2020, founded Miller/Howard Investments in 1984. Lowell has served as President and Secretary of Miller/Howard's Board of Directors, Chief Investment Officer of Miller/Howard, and President (Principal Executive Officer and Trustee) of Miller/Howard High Income Equity Fund. He began his studies of the securities markets as an undergraduate and has continuously pursued the notion of disciplined investment strategies since 1976. He is the author of three acclaimed books on investing, including The Single Best Investment: Creating Wealth with Dividend Growth (Print Project, 2nd Edition, 2006). He has also written on financial topics for The New York Times Magazine, and has been a featured guest on Louis Rukeyser's Wall $treet Week and Bloomberg TV. Lowell is frequently quoted in financial media such as The Wall Street Journal, Dow Jones Newswires, Bloomberg, Fortune, and Barron's. He holds a BA in Philosophy from Sarah Lawrence College and a Juris Doctor degree from New York University School of Law.

 

 

  Registered
Investment
Companies
Registered
Investment
Companies
Pooled Inv
Vehicles
Pooled Inv
Vehicles
All Other
Accounts
All Other
Accounts
Portfolio Managers Number of
Accounts
Total Assets in
Accounts
Number of
Accounts
Total Assets in
Accounts
Number of
Accounts
Total Assets
in Accounts
Gregory L. Powell 0 0  2  19,555,845  956  1,796,917,173
John E. Leslie III, CFA 0 0  2  19,555,845  956  1,796,917,173
Bryan J. Spratt, CFA 0 0  2  19,555,845  956  1,796,917,173
Michael Roomberg, CFA 0 0  2  19,555,845  956  1,796,917,173
John Cusick, CFA 0 0  2  19,555,845  956  1,796,917,173
Adam Fackler, CFA 0 0  2  19,555,845  956  1,796,917,173
Lowell G. Miller (retired) 0 0  2  19,555,845  956  1,796,917,173

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Period (a)
Total Number of Shares (or Units) Purchased
(b)
Average Price Paid per Share (or Unit)
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
05/01/20-05/30/20 0 0 0 0
06/01/20-06/30/20 0 0 0 0
07/01/20-07/31/20 0 0 0 0
08/01/20-08/31/20 0 0 0 0
09/01/20-09/30/20 0 0 0 0
10/01/20-10/31/20 0 0 0 0
Total 0 0 0 0

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.

 

Item 11. Controls and Procedures.

 

a)The Registrant's President and Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider.

 

b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

SECURITIES LENDING ACTIVITIES

Gross income from securities lending activities  $465,755.01 
Fees and/or compensation for securities lending activities and related services     
Fees paid to securities lending agent from a revenue split  $(61,133.73)
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split  $(7,401.19)
Administrative fee is included in the revenue split  $- 
Indemnification fee is included in the revenue split  $- 
Rebate (paid to borrower)  $(213,802.41)
Other fees not included in revenue split (specify)  $- 
Aggregate fees/compensation for securities lending activities  $(282,337.33)
Net income from securities lending activities  $

183.417.68

 

 

For its fees, U.S. Bancorp Asset Management, Inc. oversees the securities lending process, which includes the screening, selection and ongoing review of borrowers, monitoring the availability of securities, negotiating rebates, daily marking to market of loans, monitoring and maintaining cash collateral levels, processing securities movements and reinvesting cash collateral as directed by the Adviser.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) "Filed herewith

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(1)Change in the registrant's independent public accountant. There was no change in the registrant's independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  (Registrant) Miller/Howard High Income Equity Fund  
       
  By (Signature and Title) /s/ Catherine Johnston  
    Catherine Johnston, President  
       
  Date 12/31/2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By (Signature and Title) /s/ Catherine Johnston  
    Catherine Johnston, President  
       
  Date

12/31/2020

 
       
  By (Signature and Title) /s/ Brian Helhoski  
    Brian Helhoski, Chief Financial Officer  
       
  Date

12/31/2020

 

 

 

EX.99.CODE ETH

 

Miller/Howard High Income Equity Fund

 

Code of Ethics for Principal Executive and Senior Financial Officers

 

Approved by the Board of Trustees

as of September 16, 2014

 

In accordance with the Sarbanes-Oxley Act of 2002 ("Act") and the rules promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), Miller/Howard High Income Equity Fund (the "Trust") is required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and must disclose whether it has adopted a code of ethics that is applicable to certain specified senior officers and that addresses certain matters specified in the Act and related SEC Rules (a "Sarbanes-Oxley Code"). The Trust's Board of Trustees ("Board"), including a majority of the Trustees that are not interested persons of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940 ("Investment Company Act"), has approved the Trust's Sarbanes-Oxley Code.

 

I.Covered Officers/Purpose of the Code

 

This Code of Ethics ("Code") of the Trust applies to the Trust's Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer, or persons performing similar functions ("Covered Officers," each of whom is set forth in Exhibit A), for the purpose of promoting:

 

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Trust;

 

·compliance with applicable laws and governmental rules and regulations;

 

·the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·accountability for adherence to the Code.

 

II.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

 

General policy: Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Each Covered Officer has a duty to exercise his or her authority and responsibility for the benefit of the Trust and its shareholders, to place the interests of the Trust and its shareholders first, and to refrain from having outside interests that conflict with the interests of the Trust and its shareholders. Each Covered Officer must avoid any circumstances that might adversely affect, or appear to affect, his or her duty of loyalty to the Trust and its shareholders in discharging his or her responsibilities, including the protection of confidential information and corporate integrity.

 

A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Trust. For example, a conflict of interest would arise if a Covered Officer receives improper personal benefits as a result of his or her position with the Trust.

 

  

 

Certain conflicts of interest may arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Trust because of their status as "affiliated persons" of the Trust. The Trust's and certain of its service providers' compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Trust and its investment adviser, Miller/Howard Investments, Inc. ("MH"), of which the Covered Officers may be officers or employees. As a result, the Code recognizes that the Covered Officers will, in the normal course of their duties (whether for the Trust or MH), be involved in establishing policies and implementing decisions that will have different effects on MH and the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Trust and MH and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities normally will be deemed to have been handled ethically. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes of ethics.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Trust.

 

Each Covered Officer must:

 

·not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;

 

·not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trust;

 

·not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

·report at least annually the information elicited in the Trust's Director and Officer Questionnaire relating to potential conflicts of interest.

 

There are some conflict of interest situations that must be discussed with the Trust's Audit Committee if material. Some examples of such situations include:

 

·service as a director on the board of any public or private company, other than a management investment company;

 

 

·the receipt of any non-nominal gifts from someone or a company that has current or prospective business dealings with the Trust;

 

·the receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

·any ownership interest in, or any consulting or employment relationship with, any of the Trust's service providers, other than MH or any affiliated person thereof; and

 

·a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership.

 

III.Disclosure and Compliance

 

Each Covered Officer:

 

·must familiarize himself or herself with the disclosure requirements generally applicable to the Trust;

 

·may not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Board and auditors, governmental regulators or self-regulatory organizations;

 

·must, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trust, MH, and other service providers, with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other public communications made by the Trust; and

 

·has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV.Reporting and Accountability by Covered Officers

 

Each Covered Officer must:

 

·upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing (in the form attached hereto as Exhibit B) to the Board that he or she has received, read, and understands the Code;

 

·annually thereafter affirm (in the form attached hereto as Exhibit B) to the Board that he or she has complied with the requirements of the Code;

 

·not retaliate against any other Covered Officer or any employee or agent of an affiliated person of the Trust for reports of potential violations that are made in good faith; and

 

·notify the Trust's Audit Committee promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

 

V.Enforcement

 

The Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Audit Committee is authorized to consult, as appropriate, with counsel to the Trust. Any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee.

 

The Trust will follow these procedures in investigating and enforcing this Code:

 

·The Audit Committee will take all appropriate action to investigate any potential violations reported to the Audit Committee;

 

·if, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action;

 

·any matter that the Audit Committee believes is a material violation will be promptly reported to the Board. The Trustees shall take such actions as they consider appropriate, including imposition of any sanctions that they consider appropriate;

 

·no person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself.

 

·the Audit Committee will be responsible for granting waivers, as appropriate; and

 

·any amendments to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

VI.Other Policies and Procedures

 

The Code shall be the sole code of ethics adopted by the Trust for purposes of Section 406 of the Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Trust, MH or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to the Code, they are superseded by the Code to the extent that they overlap or conflict with the provisions of the Code. The Trust's and MH's codes of ethics under Rule 17j-1 under the Investment Company Act and MH's more detailed policies and procedures set forth in the MH corporate code are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VII.Amendment; Interpretation of Provisions

 

The Directors may from time to time amend the Code or adopt such interpretations of the Code as they deem appropriate. In connection with any amendment to the Code, a brief description of the amendment will be prepared so that the necessary disclosure may be made with the next Form N-CSR to be filed, or otherwise disclosed in accordance with applicable law.

 

VIII.Confidentiality

 

All reports and records prepared or maintained pursuant to the Code shall be treated as confidential and shall not be disclosed to anyone other than the Board, the Covered Officers and Trust counsel, except as otherwise requested by applicable law.

 

 

IX.Internal Use

 

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion.

 

X.Sanctions

 

Compliance by Covered Officers with the provisions of the Code is required. Covered Officers should be aware that in response to any violation, the Trust will take whatever action is deemed necessary under the circumstances, including, but not limited to, the imposition of appropriate sanctions. These sanctions may include, among others, the reversal of trades, reallocation of trades to client accounts, fines, disgorgement of profits, suspension or termination

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Catherine Johnston, certify that:

 

1.I have reviewed this report on Form N-CSR of Miller/Howard High Income Equity Fund;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:

12/31/2020

  /s/ Catherine Johnston  
  Catherine Johnston
President
 

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Brian Helhoski, certify that:

 

1.I have reviewed this report on Form N-CSR of Miller/Howard High Income Equity Fund;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:

12/31/2020

  /s/ Brian Helhoski  
  Brian Helhoski
Chief Financial Officer
 

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Miller/Howard High Income Equity Fund, does hereby certify, to such officer's knowledge, that the report on Form N-CSR of the Miller/Howard High Income Equity Fund for the year ended October 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Miller/Howard High Income Equity Fund for the stated period.

 

/s/ Catherine Johnston   /s/ Brian Helhoski  

Catherine Johnston

President,

Miller/Howard High Income Equity Fund

 

Brian Helhoski

Chief Financial Officer,

Miller/Howard High Income Equity Fund

 
       
Dated:

12/31/2020

   

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Miller/Howard High Income Equity Fund for purposes of Section 18 of the Securities Exchange Act of 1934.



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