Karpus. (a) Karpus hereby agrees that it will not, directly or indirectly, submit any shareholder proposal or nomination during the Restricted Period (as defined below).
Karpus. Karpus hereby agrees to withdraw its preliminary proxy statements as soon as possible and, in any event, no later than two (2) business days after the date of this Agreement and shall take any steps necessary and/or reasonably requested by DST or AAI to document its withdrawal of the preliminary proxy statements, including, but not limited to, Karpus making any necessary filings with the U.S. Securities and Exchange Commission (“SEC”). In addition, Karpus shall vote or cause to be voted all shares of each Fund that Karpus directly or indirectly has the power to vote or direct the vote of to be voted in favor of the New Advisory Agreements as soon as possible and, in any event, no later than two (2) business days after the date of this Agreement, and further agrees not to change, alter, rescind or revoke any such vote in any manner. For a period of five (5) years from the date of this Agreement (the “Restricted Period”), Karpus shall not directly or indirectly, with respect to either Fund: (i) submit any shareholder proposals for the vote or consent (collectively, “vote”) of shareholders (whether pursuant to Rule 14a8 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise) or any proposal for consideration by either Fund’s Board; (ii) nominate any candidate for election as a director or trustee or otherwise seek appointment to or representation of the Board; (iii) solicit proxies or make, participate in or encourage any “solicitation” (as such terms is used in the proxy rules of the SEC) for proxies for any shareholder proposals or nominations of candidates for election as directors or trustees; or (iv) form or join in a partnership, syndicate or other group, including, without limitation, a “group” as defined under Section 13(d) of the Exchange Act, with respect to either Fund’s shares, or deposit any Fund shares in a voting trust, arrangement or agreement, or subject either Fund’s shares to a voting trust, arrangement or agreement. During the Restricted Period, Karpus shall not either directly or indirectly, explicitly or implicitly, publicly or privately: (i) encourage, recommend, advise, finance or urge others to put forward shareholder proposals or nominations with respect to directors/trustees of either Fund or otherwise have discussions or enter into any arrangements with any other person in connection with any of the foregoing as they relate to the Funds; (ii) indicate support or approval for any shareholder proposals o...
