Miller/Howard High Income Equity Fund (XHIEX) DEF 14ADefinitive proxy

To the Shareholders of the Fund:

The proposal to elect the Trustees is discussed in greater detail in the attached Proxy Statement.

Pursuant to the Fund’s Declaration of Trust, the Fund has a 10-year term limit that will end on November 24, 2024, unless the Board of Trustees and/or shareholders take other action, which is currently not foreseen.

This Proxy Statement is available free of charge on the Fund’s website at www.hiefund.com.

In addition to the solicitation of proxies by mail, officers and employees of Miller/Howard Investments, Inc., U.S. Bancorp Fund Services LLC (“US Bancorp”), the Fund’s administrator, and Equiniti Trust Company, LLC, the Fund’s transfer agent, may also solicit proxies by telephone, or in person and will not receive any compensation therefor from the Fund. The expenses incurred in connection with preparing the Proxy Statement and its enclosures will be paid by the Fund. The Fund will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of the Fund’s Shares (as defined below). The Fund has engaged Equiniti Trust Company, LLC for tabulation of proxies.

If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting and has not been revoked, the Shares represented thereby will be voted “FOR” the Proposal listed in the Notice, unless instructions to the contrary are marked thereon, and in the discretion of the proxy holders as to the transaction of any other business that may properly come before the Meeting or any postponements or adjournments thereof. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy to the Fund at the above address prior to the date of the Meeting.

The holders of one-third of the Shares entitled to vote on any matter at the Meeting present in person or by proxy shall constitute a quorum at the Meeting for purposes of conducting business. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting, but sufficient votes to approve any of the proposed items are not received, the chair of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies. A shareholder vote may be taken on the Proposal in this Proxy Statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. Any such adjournment, if proposed by the chair of the Meeting, will require the approval of the affirmative vote of a majority of those Shares present at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies that they are entitled to vote “FOR” any Proposal in favor of such adjournment and will vote those proxies required to be voted “AGAINST” any Proposal against such adjournment.

The election of the nominees for Trustees of the Fund requires the affirmative vote of the holders of a plurality of the votes cast by the holders of Shares represented at the Meeting, if a quorum is present.

The Fund has one class of common shares of beneficial interest, par value $0.001 (the “Shares”). The holders of Shares are each entitled to one vote for each full Share and an appropriate fraction of a vote for each fractional Share held on such matters where such respective Shares are entitled to be cast. As of the Record Date, there were 18,690,675 Shares outstanding.

In order that your Shares may be represented at the Meeting, you are requested to vote on the following matters:

Kazarian, Class I Trustees, were elected by shareholders to serve for a three-year term expiring at the termination of the Fund but no later than 2025 at the October 2022 annual meeting of shareholders. Mr. Conrad and Mr. Hillman, Class II Trustees, were elected by shareholders to a three-year term expiring in 2026 at the October 2023 annual meeting of shareholders. Mr. Leone and Ms. Martinez-Sacco, Class III Trustees, were elected by shareholders to a three-year term expiring in 2024 at the October 2021 annual meeting of shareholders. At a meeting of the Board held on June 10, 2024, the Board, upon the recommendation of the Nominating & Governance Committee, determined to submit to a vote of shareholders the election of Charles I. Leone and Mayra Martinez-Sacco to serve for a three (3) year term expiring at the termination of the Fund but no later than 2027. Upon shareholder approval of all Nominees, the Board will be comprised of six (6) Trustees, five (5) of whom are Independent Trustees.

Unless authority is withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of Charles I. Leone and Mayra Martinez-Sacco. Mr. Leone and Ms. Martinez-Sacco have indicated their consent to serve as a Class III Trustees if approved by shareholders at the Meeting. If Mr. Leone or Ms. Martinez-Sacco decline or otherwise become unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute nominee or nominees.

The Board is responsible for the management of the business and affairs of the Fund in accordance with the laws of the State of Delaware. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board.

The current Trustees of the Fund know of no reason why Mr. Leone or Ms. Martinez-Sacco would be unable to serve.

Provided below is a brief summary of the specific experience, qualifications, attributes or skills of Mr. Leone and Ms. Martinez-Sacco that warrant their consideration as a Nominee for the Board.

Charles I. Leone is an experienced accounting/financial, administrative and operational executive in the financial services industry. Mr. Leone’s experience includes private and public funds, including closed-end funds, alternatives, mutual funds, UITs, managed accounts and CMOs. He has worked in public accounting servicing clients that included investment companies and has worked with investment managers of mutual funds and hedge funds, and administrators of alternative investments. Mr. Leone has held the positions of Chief Financial Officer, Chief Operating Officer and Chief Compliance Officer for various firms over his career. Mr. Leone is a Certified Public Accountant and a Chartered Global Management Accountant.

Biographical descriptions of the Trustees and the Nominees are set forth below.

Set forth in the table below are the Nominees, Trustees, and officers of the Fund, as well as their age, information relating to their respective positions held with the Fund, a brief statement of their principal occupations during the past five years and other directorships, if any.

No Trustee who is not an interested person of the Fund, or any immediate family member of such person, owns securities in the Adviser, or a person directly or indirectly controlling, controlled by, or under common control with the Adviser.

Each Trustee who is not an employee or officer of the Adviser is compensated by an annual retainer and meeting fees. The table below sets forth the compensation structure for the Independent Trustees of the Fund:

The following is the total compensation paid to the Trustees/Nominees during the fiscal year ended October 31, 2023:

The Board met five times during the fiscal year ended October 31, 2023. Each Trustee then serving in such capacity attended at least 75% of the meetings of the Board and of any Committee of which he or she is a member.

In addition to serving on the Board, the Independent Trustees also serve on the following committees which have been established by the Board to handle certain designated responsibilities. The Board has designated a chairperson of each committee. The Board may establish additional committees, change the membership of any committee, fill all vacancies, and designate alternate members to replace any absent or disqualified member of any committee, or to dissolve any committee as it deems necessary and in the Fund’s best interest.

The Fund’s Audit Committee met two times during the fiscal year ended October 31, 2023. None of the members of the Audit Committee is an “interested person” of the Fund.

The Fund’s Nominating & Governance Committee met twice during the fiscal year ended October 31, 2023. None of the members of the Nominating & Governance Committee is an “interested person” of the Fund.

The Board is currently composed of six (6) Trustees, five (5) of whom are Independent Trustees. The Fund’s business and affairs are managed under the direction of its Board. Among other things, the Board sets broad policies for the Fund and approves the appointment of the Fund’s Administrator and officers. The role of the Board, and of any individual Trustee, is one of oversight and not of management of the Fund’s day-to-day affairs. Mr. Hillman is an Independent Trustee and serves as Chairman.

All of the Independent Trustees play an active role on the Board. The Independent Trustees comprise 83% of the Board and are closely involved in all material deliberations related to the Fund. The Board believes that, with these practices, each Independent Trustee has an equal involvement in the actions and oversight role of the Board and equal accountability to the Fund and its shareholders. The Independent Trustees are expected to meet separately (i) as part of each regular Board meeting and (ii) with the Fund’s Chief Compliance Officer, during at least one (1) Board meeting each year.

The Board reviews its leadership structure periodically as part of its annual self-assessment process.

While the Board generally will consider day-to-day risk oversight to be a function of the Fund’s officers and personnel of the Adviser, the Board, as a whole, will carefully consider risk management matters and requests and receive reports on a variety of matters relevant to that function. By way of example:

The Board does not maintain a specific committee devoted to risk management responsibilities, in part because the Board believes that its small size does not require streamlining of this function by committee.

The Board believes that this role in risk oversight is appropriate. The Board believes that the Fund has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Fund, the Adviser and the Fund’s other service providers.

Shareholders may send communications to the Board. Shareholders should send communications intended for the Board by addressing the communication directly to the Board (or individual Trustees) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Trustees) and by sending the communication to either the Fund’s office or directly to such Trustee(s) at the address specified for such Trustee above. Other shareholder communications received by the Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

The Fund and the Adviser have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act that establish procedures for personal investments and restrict certain personal securities transactions. Personnel subject to these codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund, so long as such investments are made in accordance with the code’s requirements.

The Audit Committee acts according to an Audit Committee charter. Charles I. Leone serves as Chairman of the Audit Committee of the Board. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to accounting and financial reporting policies and practices of the Fund, including, but not limited to, the adequacy of the Fund’s accounting and financial reporting processes, policies and practices; the integrity of the Fund’s financial statements; the adequacy of the Fund’s overall system of internal controls; legal and regulatory matters presented by legal counsel and the Fund’s independent auditors that may have a material impact on the Fund’s financial statements; the qualification and independence of the Fund’s independent registered public accounting firm; and the review of the report required to be included in the Fund’s annual proxy statement by the rules of the SEC. The Audit Committee is also required to prepare an audit committee report to be included in the Fund’s annual proxy statement as required by Item 407(d)(3)(i) of Regulation S-K. The Audit Committee operates pursuant to a charter that was most recently reviewed and approved by the Board on September 18, 2023. A copy of the Audit Committee’s charter is attached hereto as Appendix A. As set forth in the charter, the function of the Audit Committee is oversight; it is the responsibility of the Adviser to maintain appropriate systems for accounting and internal control, and the independent auditor’s responsibility to plan and carry out a proper audit. The independent registered public accounting firm is ultimately accountable to the Board and to the Audit Committee, as representatives of the Fund’s shareholders. The independent registered public accounting firm for the Fund reports directly to the Audit Committee.

The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Fund’s independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the discussions referred to above with management and the Fund’s independent registered public accounting firm, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the charter and those discussed above, the Audit Committee recommended to the Board that the Fund’s audited financial statements be included in the Fund’s Annual Report for the fiscal year ended October 31, 2023.

The following table shows the dollar range of Shares beneficially owned by each Trustee/Nominees in the Fund of the Miller/Howard High Income Equity Fund as of April 30, 2024:

As of April 30, 2024, Trustees and officers of the Fund as a group owned less than 1% of the outstanding shares of beneficial interest of the Fund.

The Fund does not require Trustees to attend its Annual Meeting of Shareholders.

The election of Mr. Charles I. Leone and Ms. Mayra Martinez-Sacco as Class III Trustees of the Fund requires the affirmative vote of the holders of a plurality of the votes cast by holders of shares of beneficial interest of the Fund represented at the Meeting, if a quorum is present.

As of the close of business on April 30, 2024, the following persons were the only persons who were record owners or, to the knowledge of management, were beneficial owners of 5% or more of each Fund’s outstanding Shares.

To request a copy of the Fund’s semi-annual report or annual report, without charge, please call 845-679-9166 or write to Miller/Howard High Income Equity Fund, P.O. Box 1598, Kingston, NY 12401.

Deloitte & Touche LLP (“Deloitte”), 555 East Wells Street, Suite 1400, Milwaukee, WI 53202, served as the Fund’s independent registered public accounting firm for the Fund’s fiscal year ended October 31, 2023 and audited the Fund’s annual financial statements for the last fiscal year ending October 31, 2023. The Fund does not know of any direct financial or material indirect financial interest of Deloitte in the Fund. A representative of Deloitte will not be present at the Meeting, but will be available by telephone and will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.

The chart below sets forth the aggregate fees for professional services rendered by Deloitte for services performed during each of the last two (2) fiscal years ended October 31, 2023 and breaks down these amounts by category of service:

Audit Fees are those fees for professional services provided by Deloitte for the audit of the Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. Additionally, audit fees can include comfort letters, statutory audits, consents and other services related to SEC matters.

Audit-Related Fees principally includes fees for assurance and related services by Deloitte that were reasonably related to the performance of the audit of the Fund’s financial statements and that were not reported under “Audit Fees.” There were no Audit-Related Fees billed to the Fund for the fiscal year ended October 31, 2023 and for the fiscal year ended October 31, 2022.

Tax Fees primarily includes fees related to tax compliance services. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute and review amounts to be included in tax filings.

All Other Fees includes fees for products and services provided by Deloitte other than those services reported in above under “Audit Fees,” “Audit Related Fees” and “Tax Fees.” There were no Other Fees billed to the Fund for the fiscal year ended October 31, 2023 and for the fiscal year ended October 31, 2022.

Per the Fund’s Audit Committee Charter, the Audit Committee shall pre-approve all audit services, audit-related services, tax services and other services provided by the Fund’s independent auditors. Additionally, the Committee shall receive and review specific representations from the Fund’s independent auditors with respect to the independence of such auditors, audit partner rotation, and conflicts of interest described in Section 10A(1) of the Exchange Act, and to consider whether the provisions of any non-audit services by the independent auditors is compatible with maintaining the independence of those auditors.

All hours spent on the audit of the Fund for the fiscal year ended October 31, 2023 were spent by Deloitte’s full-time employees. Additionally, the aggregate non-audit fees billed by Deloitte for services rendered to the Adviser for the fiscal year ended October 31, 2023 for the fiscal year ended October 31, 2022 were $0 and $0, respectively.

The Audit Committee of the Fund did consider whether the provision of the specific non-audit services billed to the Adviser were compatible with maintaining the principal accountant’s independence. In doing so, the Audit Committee principally relied on Deloitte’s representation that they were independent in providing those services.

Miller/Howard Investments, Inc. (“Miller/Howard”) is the Fund’s investment adviser. Miller/Howard, a corporation organized under the laws of the State of Delaware, is located at The Fuller Building, 45 Pine Grove Avenue, Suite 301, Kingston, NY 12401. The Adviser is wholly owned by an employee stock ownership plan.

U.S. Bancorp Fund Services LLC is the administrator for the Fund, and its business address is 777 E. Wisconsin Avenue, Milwaukee, WI 53202.

Based solely on a review of the reports filed with the SEC and upon representations that no applicable forms were required to be filed pursuant to Section 16(a) of the Exchange Act, the Fund believes that during the fiscal year ended October 31, 2023, its officers and Trustees complied with all applicable Section 16(a) filing requirements.

The expenses incurred in connection with preparing the Proxy Statement and its enclosures will be paid by the Fund. The Fund will also reimburse brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of the Fund’s Shares. The Fund has engaged Equiniti Trust Company, LLC for tabulation of proxies.

With respect to the Proposal, the affirmative vote of a plurality of votes cast for the Class III Nominees by the holders entitled to vote is necessary for the election of the Class III Nominees. For the purpose of the Proposal, abstentions or broker non-votes will not be counted as votes cast and will have no effect on the result of the election. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of the Fund’s quorum.

Shareholders of the Fund will be informed of the voting results of the Meeting in the Fund’s Annual Report for the period ending October 31, 2024.

The Trustees of the Fund do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends to do so. If, however, any other matters, including adjournments, are properly

brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

Shareholders may mail written communications to the Board, to committees of the Board or to specified individual Trustees in care of the Secretary of the Miller/Howard High Income Equity Fund, P.O. Box 1598,

Kingston, NY 12402. All shareholder communications received by the Secretary will be forwarded promptly to the Board, the Board’s committee or the specified individual Trustees, as applicable, except that the Secretary may, in good faith, determine that a shareholder communication should not be so forwarded if it does not reasonably relate to the Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund or is purely ministerial in nature.

The Board has named Eva Horowitz and Charles Atkins to serve as proxies (with full power of substitution) who are authorized to vote Shares of the Fund owned by record shareholders.

internal controls; and (iii) whether or not there were significant changes in the Funds’ internal controls or in other factors that could significantly affect the Funds’ internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Approved: October 28, 2014

Amended: June 14, 2016

Amended: June 11, 2018

Approved: December 9, 2019

Approved: September 14, 2020

Amended: June 14, 2021

Approved: September 2, 2021

Approved: June 13, 2022

Amended: June 12, 2023

Approved: June 10, 2024