3. First Trust and Karpus Obligations. (a) Subject to Section 3(b), each Party hereto covenants and agrees that it will not, directly or indirectly, initiate or cause to be initiated (or encourage or aid in the initiation of) against any other Party hereto or their respective past, present or future Trustees, directors, managers, officers, advisers, attorneys, agents or employees, directly or indirectly, any suit, action, or proceeding of any kind, or participate, directly or indirectly, in any such action, individually, derivatively, as a representative or member of a class, witness or otherwise, under any contract (express or implied), fiduciary duty, common law or equitable doctrine, law, statute, or regulation, federal, state or local that such Party has, claims to have had or otherwise may have in connection with, in any way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder, including, without limitation, the Tender Offer or any documents, actions or deliberations relating to the Tender Offer. The covenants herein will be a complete defense to any suit, action or proceeding brought in violation of this Section 3(a). Nothing herein limits the right of any party hereto to bring an action to enforce this Agreement or based on an alleged material breach of this Agreement.(b) In the event of a material breach of this Agreement, the covenants set forth in Section 3(a), as applicable, will not be binding on the party not in breach.
4.
Responsibility for Representatives. Each Party shall take all measures practicable to prevent its present and future officers, directors, partners, employees, representatives and affiliated persons from engaging in conduct otherwise prohibited by this Agreement.
5.
No Disparagement. For a period from the date hereof through the termination of this Agreement, each Party hereto shall refrain from directly or indirectly disparaging, impugning or taking any action reasonably likely to damage the reputation of any other Party, their affiliates, their representatives, officers or any of the members of a board. The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the Party from whom information is sought.
6.
No Assignment. This Agreement shall be binding upon the Parties and, except as otherwise provided herein, upon their respective legal successors. No Party may assign this Agreement without the prior written consent of each other Party and any such attempted assignment shall be void.
7.
Public Statements. The Parties acknowledge and agree that this Agreement will be filed as an exhibit to an amendment to the Schedule 13D, as amended, relating to the Fund filed by Karpus.
8.
Third Party Beneficiaries. The Parties agree that each First Trust Fund other than the Fund is an intended third-party beneficiary of this Agreement, and that each First Trust Fund other than the Fund is entitled to rely upon, and may enforce, the terms and provisions hereof as if it were a party hereto.
9.
Applicable Law. The validity of this Agreement, the construction and enforcement of its terms, and the interpretations of the rights and duties of the Parties shall be governed by the laws of the State of New York, without regard to conflicts of law principles.
10.
Jurisdiction. The Parties agree that the venue for any action brought under this Agreement shall be the United States District Court for the Southern District of New York or, if that court lacks subject matter jurisdiction, any state court sitting in the City and County of New York.
11.
Damages; Injunctive Relief. Each Party shall be entitled to seek injunctive and other equitable relief to enforce this Agreement without proof of actual damages, in addition to any other remedies as may be available at law or in equity. Further, upon the breach of this Agreement by the Adviser, or the Fund's failure to perform the agreed upon actions as set forth in Section 1, Karpus' obligations hereunder shall terminate and the Karpus Proposal for the Fund referenced in Section 2(a) shall be deemed to have not been withdrawn and shall be reinstated and valid.
12.
Modification. No modification, amendment, supplement to or waiver of this Agreement or of any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by all Parties.
13.
Invalidity. In the event that any one or more of the provisions of this Agreement shall for any reasons be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision or provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the economic effect and intent of the Parties underlying the invalid, illegal or unenforceable provision or provisions.
14.
No Waiver. A waiver or breach of any provision of this Agreement, or a default under this Agreement, shall not be deemed to be a waiver of any other provision of this Agreement or a subsequent breach or default of this Agreement. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition, unless compliance with such term or condition is expressly waived in writing.
15.
Counterparts. This Agreement may be executed in one or more counterparts transmitted by facsimile or other electronic means, and each counterpart shall have the effect of an original.
16.
Term and Termination. This Agreement shall remain in effect until the earliest of the following (the "Termination Time"):
(a) the conclusion of the Fund's 2019 annual meeting of shareholders;
(b) April 30, 2019; or
(c) such other date as the Parties may agree in writing.
Sections 6 through 14, and 17 and 18 shall survive any such termination.
17. Notices. Unless otherwise provided herein, all notices called for by this Agreement shall be given in writing, or by facsimile transmission. Until notice is given to the contrary in accordance with this Paragraph 17, all notices to the respective Parties shall be directed to:
If to the Fund or the Adviser:
Attention: W. Scott Jardine
First Trust Advisors L.P.
120 East Liberty Drive
Suite 400
Wheaton, IL 60187
Telephone: (800) 621-1675
Email: sjardine@ftportfolios.com
If to Karpus:
Attention: Daniel Lippincott
Karpus Management, Inc.
183 Sully's Trail
Pittsford, New York 14534
Telephone: (585) 586-4680
Email: daniel@karpus.com
18. Entire Agreement. This Agreement, together with any written agreement entered into by the Parties on or after the date of this Agreement, shall constitute the entire Agreement among the Parties and shall supersede all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, among the Parties respecting the subject matter hereof.