February 15, 2019
This Agreement (the "Agreement") is made and entered into effective as of the 15th day of February, 2019 by and among Lazard Asset Management LLC ("LAM"), a Delaware limited liability company having a place of business at 30 Rockefeller Plaza, New York, New York, and Karpus Management, Inc. (d/b/a Karpus Investment Management), a New York corporation having a place of business at 183 Sully's Trail, Pittsford, New York, and its officers, directors, partners, employees and "affiliated persons" (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")), including any present or future entities or accounts it manages or controls or to which it is affiliated (collectively, "Karpus," and with LAM, each, a "Party," and collectively the "Parties").
WHEREAS, LAM is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and acts pursuant to investment advisory contracts as the investment adviser to two registered closed end management investment companies, including Lazard World Dividend & Income Fund, Inc. (the "Fund"), a Maryland corporation registered under the 1940 Act; and
WHEREAS, Karpus is deemed to be the beneficial owner of shares of common stock of the Fund by reason of its power to vote and direct the disposition of such shares; and
WHEREAS, LAM has entered into a non-disclosure agreement with Karpus dated February 6, 2019 regarding confidentiality and other obligations with respect to discussions regarding potential transactions involving the Fund; and
WHEREAS, the Parties to this Agreement wish to resolve matters concerning, and potential transactions involving, the Fund;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, and without any admission of liability, or inadequacy of claims whatsoever, by any of the Parties, the Parties hereto agree as follows:
1. LAM Obligations. LAM represents that the Fund has agreed, based in part upon the recommendation of LAM and contingent upon Karpus' mutual acceptance of the terms of this Agreement, that the Fund shall conduct a self-tender offer for up to 20% of the then outstanding shares of common stock of the Fund at a price equal to 98% of the net asset value of the Fund's shares of common stock as determined as of the close of the regular trading session of the New York Stock Exchange on the date the tender offer expires ("Tender Offer"); provided, however, that the commencement of the Tender Offer shall be contingent upon the prior approval by stockholders of the Fund and by stockholders of Lazard Global Total Return and Income Fund, Inc. ("LGI") of the proposed reorganization of the Fund with and into LGI (the "Reorganization"). The joint meeting of the stockholders of the Fund and the stockholders of LGI to vote on the Reorganization is anticipated to be held on or before July 31, 2019, subject to postponement or adjournment as necessary to obtain stockholder approval of the Reorganization. The Tender Offer shall commence promptly after stockholder approval of the Reorganization and shall remain open for at least the minimum period required by law and will expire prior to the closing of the Reorganization. The Tender Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.
2. Karpus Obligations. Karpus agrees as follows:
(a) With respect to matters to be presented at any stockholder meetings of the Fund, or at meetings of stockholders of other current or future registered closed-end investment companies advised, sub-advised, distributed or sponsored by LAM or any of its affiliates (each, a "LAM Fund" and collectively, the "LAM Funds"):
(i) Karpus shall vote, or shall direct to be voted, all shares of any LAM Fund over which Karpus has discretion or beneficial ownership in accordance with the applicable LAM Fund board of trustees/directors' (or similar body, a "board") recommendations; provided, that with respect to any change in a fundamental investment policy, Karpus shall vote as it so determines;
(ii) Karpus shall not solicit any proxies with respect to proposals submitted or to be submitted to a LAM Fund's stockholders, provided, however, that nothing in this Agreement may be interpreted as prohibiting Karpus from encouraging other stockholders to vote as recommended by the board;
(iii) Karpus shall refrain from granting a proxy with respect to shares of a LAM Fund other than to officers of, or other persons named as proxies by, such LAM Fund;
(iv) Karpus shall refrain from executing any written consent with respect to a LAM Fund's shares other than as may be solicited by such LAM Fund or its board;
(v) Karpus shall refrain from seeking to exercise control or influence over the management or policies of a LAM Fund;
(vi) Karpus shall refrain from, directly or indirectly, with respect to any LAM Fund:
aa. proposing, or making any filing with respect to, any proposals or matters seeking the vote or consent of stockholders, or any proposals or matters for the consideration of the board, including, but not limited to, any form of business combination, restructuring, recapitalization, dissolution or similar transaction involving the LAM Fund, including, without limitation, a merger, tender or exchange offer, open-ending, share repurchase or liquidation of the LAM Fund;
bb. seeking the removal of any member of the LAM Fund's board; and
cc. nominating any individuals for election to the LAM Fund's board or otherwise seeking appointment to or representation on the board.
(vii) Karpus shall act solely as a "passive investor," which shall require Karpus to conform with the following restrictions, with respect to any LAM Fund:
aa. Karpus shall refrain from joining, creating or collaborating with any group of unaffiliated third parties concerning the LAM Fund, other than in accordance with the LAM Fund's board's recommendations;
bb. Karpus shall refrain from threatening, pursuing or bringing a lawsuit, regulatory action or other proceeding against the board, the LAM Fund, LAM, or any related party of any LAM Fund, other than for alleged violations of this Agreement; and
cc. Karpus shall refrain from providing any advice, aid or encouragement that is designed to do indirectly or to urge others, to do things that Karpus has agreed not to do in this Agreement with respect to the LAM Fund, including, but not limited to:
i. putting forward stockholder proposals or director/trustee nominations for any LAM Fund's board;
ii. voting against any matter recommended by the LAM Fund's board; or
iii. threatening, pursuing or bringing a lawsuit, regulatory action or other proceeding against the LAM Fund's board, the LAM Fund, LAM, or any related party.
(b) Karpus shall not purchase or obtain control over any additional securities issued by the Fund or LGI until 50 days after the consummation of the proposed Reorganization. Nothing in this Agreement shall prevent Karpus from purchasing shares of any LAM Fund after such date.
3. 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.
4. 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, 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.
5. 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.
6. Public Statements. The Parties acknowledge and agree that this Agreement will be filed as an exhibit to a Schedule 13D relating to the Fund to be filed by Karpus.
7. Third-Party Beneficiaries. The Parties agree that each LAM Fund is an intended third-party beneficiary of this Agreement, and that each LAM Fund is entitled to rely upon, and may enforce, the terms and provisions hereof as if it were a party hereto.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Term and Termination. This Agreement shall remain in effect until the earliest of the following:
(a) two (2) years from the date on which the proposed Reorganization of the Fund is consummated;
(b) notwithstanding anything to the contrary set forth in this Agreement, if the Fund cancels or otherwise terminates the Reorganization or the Tender Offer following public announcement of the proposed Reorganization or Tender Offer, the date on which the Fund publicly announces, by press release, such cancelation or termination; or
(c) such other date as the Parties may agree in writing.
Sections 5 through 13, and 16 and 17 shall survive any such termination.
16. 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 16, all notices to the respective Parties shall be directed to:
If to LAM:
Attention: Shari L. Soloway
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112
Telephone: (212) 632-1496
Facsimile: (212) 632-6060
If to Karpus:
Karpus Management, Inc.
183 Sully's Trail
Pittsford, NY 14534
Telephone: (585) 586-4680
Facsimile: (585) 586-4315
17. 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.
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