First Trust Preferred Securities and Income Fund,
A series of the First Trust Series Fund
Subscription Agreement
This Subscription Agreement (the Agreement) made this 15th
day of December, 2010 by and between First Trust Series Fund, a
Massachusetts business trust (the Trust), on behalf of its
series, First Trust Preferred Securities and Income Fund (the
Fund), and First Trust Portfolios L.P., an Illinois limited
partnership (the Subscriber).
Recitals:
1. The Trust has been formed for the purposes of carrying on
business as an open-end management investment company;
2. The Fund is a series of the Trust; and
2. The Subscriber wishes to subscribe for and purchase, and
the Trust wishes to sell to the Subscriber, 12,500 Class I shares
of the Fund at $20 per share.
Now, Therefore, It Is Agreed:
l. The Subscriber subscribes for and agrees to purchase from
the Trust 12,500 Class I shares of the Fund at $20 per share.
Subscriber agrees to make payment for these shares of the Fund at
such time as demand for payment may be made by an officer of the
Trust.
2. The Trust, on behalf of the Fund, agrees to issue and
sell said shares to Subscriber promptly upon its receipt of the
purchase price.
3. To induce the Trust, on behalf of the Fund, to accept its
subscription and issue the shares subscribed for, the Subscriber
represents that it is informed as follows:
(a) That the shares being subscribed for have not been
and will not be registered under the Securities Act of l933
(Securities Act);
(b) That the shares will be sold by the Fund in
reliance on an exemption from the registration requirements
of the Securities Act;
(c) That the Trusts reliance upon an exemption from
the registration requirements of the Securities Act is
predicated in part on the representations and agreements
contained in this Agreement;
(d) That when issued, the shares will be restricted
securities as defined in paragraph (a)(3) of Rule l44 of
the General Rules and Regulations under the Securities Act
(Rule l44) and cannot be sold or transferred by Subscriber
unless they are subsequently registered under the Securities
Act or unless an exemption from such registration is
available; and
(e) That there do not appear to be any exemptions from
the registration provisions of the Securities Act available
to the Subscriber for resale of the shares. In the future,
certain exemptions may possibly become available, including
an exemption for limited sales including an exemption for
limited sales in accordance with the conditions of Rule l44.
The Subscriber understands that a primary purpose of the
information acknowledged in subparagraphs (a) through (e) above
is to put it on notice as to restrictions on the transferability
of the shares.
4. To further induce the Trust, on behalf of the Fund, to
accept its subscription and issue the shares subscribed for, the
Subscriber:
(a) Represents and warrants that the shares subscribed
for are being and will be acquired for investment for its
own account and not on behalf of any other person or persons
and not with a view to, or for sale in connection with, any
public distribution thereof; and
(b) Agrees that any certificates representing the
shares subscribed for may bear a legend substantially in the
following form:
The shares represented by this certificate have been
acquired for investment and have not been registered
under the Securities Act of l933 or any other federal
or state securities law. These shares may not be
offered for sale, sold or otherwise transferred unless
registered under said securities laws or unless some
exemption from registration is available.
5. This Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of
the parties hereto.
6. The Trusts Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. This Agreement
is executed on behalf of the Fund by the Trusts officers as
officers and not individually and the obligations imposed upon
the Trust by this Agreement are not binding upon any of the
Trusts Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund, a series
of the Trust.
[Remainder of page left intentionally blank.
Signature page follows.]
-2-
In Witness Whereof, this Subscription Agreement has been
executed by the parties hereto as of the day and date first above
written.
First Trust Series Fund, on behalf of
First Trust Preferred Securities and Income Fund
By: /s/ Xxxxx X. Xxxxx
___________________________
Name: Xxxxx X. Xxxxx
Title: President
First Trust Portfolios L.P.
By: /s/ Xxxxx X. Xxxxx
___________________________
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
