Page 2 of 2 – SEC Filing
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Exhibit A – Stand Still Agreement
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 7/11/2017
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Standstill Agreement
This Agreement is entered into as of July 10, 2017 (including the exhibits
hereto, this “Agreement”), by and among Bulldog Investors, LLC (“Bulldog”) and
Clough Global Equity Fund (the “Trust”) (the Trust, together with Bulldog, the
“Parties,” and each individually a “Party”).
WHEREAS, the Trust is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust, as of the close of business on July 10, 2017, has
approximately 17,641,105 common shares of beneficial interest outstanding
(the “Total Outstanding Common Shares”);
WHEREAS, as of the close of business on July 10, 2017, Bulldog is the
beneficial owner (as such term is used in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of, in the aggregate,
1,118,385 common shares of the Trust representing approximately 6.32% of the
Total Outstanding Common Shares of the Trust;
WHEREAS, the Trust and Bulldog believe it is in their mutual interests for
the Parties to take the actions reflected below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:
Section 1. Tender Offer and Distribution Rate.
1.1. On the basis of the representations, warranties and agreements set
forth herein and subject to the performance by Bulldog of its
covenants and other obligations hereunder and the other conditions
set forth herein:
(a) The Trust shall conduct a tender offer to purchase 37.5% (the
“Tender Maximum Amount”) of its Total Outstanding Common
Shares (the “Tender Offer”). The Tender Offer shall include
the following terms: (i) shareholders shall have the
opportunity to tender some or all of their common shares at
a price equal to 98.5% of the Trust’s net asset value per
share (“NAV”) as determined as of the close of the regular
trading session of the New York Stock Exchange (the “NYSE”)
on the next day the NAV is calculated after the expiration
date of the Tender Offer or, if the Tender Offer is extended,
on the next day the NAV is calculated after the day to which
the Tender Offer is extended, (ii) the Trust shall purchase
common shares properly tendered and not withdrawn on a
prorated basis up to the Tender Maximum Amount if greater
than the Tender Maximum Amount of common shares are properly
tendered and not properly withdrawn, (iii)the consideration
to be paid by the Trust for common shares under the Tender
Offer shall consist solely of cash, and (iv) if less than the
Tender Maximum Amount of common shares have been properly
tendered and not withdrawn, then the Trust shall only be
obligated to purchase such amount of shares actually tendered.
Notwithstanding anything contained in this Agreement to the
contrary, in no event shall the Trust pay for any common shares
tendered in the Tender Offer prior to November 5, 2017, nor
shall the Tender Offer expire before November 5, 2017. The
Trust will pay for any common shares tendered in the Tender
Offer prior to November 27, 2017.
(b) The Tender Offer shall not provide for preferential treatment
for any shareholders of the Trust.
(c) The Tender Offer shall require odd lot tenders to be subject
to the same proration terms as tenders of 100 shares or more.
(d) Although the Trust has committed to conduct the Tender Offer
under the circumstances set forth above, the Trust will not
commence the Tender Offer or accept tenders of the Trust’s
common shares during any period when (i) such transactions,
if consummated, would: (A) result in the delisting of the
Trust’s shares from the NYSE or (B)impair the Trust’s status
as a regulated investment company under the Internal Revenue
Code of 1986, as amended (the “Code”); (ii) there is any
(A) legal or regulatory action or proceeding instituted or
threatened challenging such transaction, (B) suspension of or
limitation on prices for trading securities generally on the
NYSE or other national securities exchange(s) including the
National Association of Securities Dealers Automated Quotation
System (“NASDAQ”) National Market System, or (c) declaration
of a banking moratorium by federal or state authorities or any
suspension of payment by banks in the United States; or (iii)
the Board of Trustees of the Trust (the “Trust Board”)
determines in good faith and upon the written advice of
counsel, that effecting any such transaction would constitute
a breach of its fiduciary duty owed to the Trust or its
shareholders. In the event of a delay pursuant to any of
clauses (i), (ii) or (iii) above, the Trust will provide
prompt written notice to Bulldog together with a detailed
written analysis stating the reason for such delay and
reasonable support for such determination. In the event of
a delay pursuant to either of clauses (i) or (ii) above, the
Trust will commence the Tender Offer as soon as practicable
and no later than 20 days after the termination of such
delaying event.
(e) The Trust shall not issue any common shares or any securities
exchangeable or convertible into common shares prior to the
payment of the Tender Offer proceeds.
1.2. Beginning August, 2017, through July, 2019, the Trust will pay monthly
distributions (subject to the limitations below), which shall be
declared by the Trust Board in an amount stated as a percentage of the
Trust’s average monthly NAV for the month preceding the distribution as
determined herein. The Trust will calculate the average NAV from the
previous month by taking the simple average of the NAV of the Trust
based on the number of business days in that month on which the NAV is
calculated. The amount of the distribution will be calculated as 10% of
the previous month’s average NAV, divided by twelve (12). Such
distribution shall be paid monthly unless (I) the Trust Board determines
in good faith that the declaration or payment of such distribution would
constitute a breach of its fiduciary duty owed to the Trust or its
shareholders, or (II) the declaration or payment of such distribution
would violate the 1940 Act or the Delaware Statutory Trust Act or would
impair the Trust’s status as a regulated investment company under the
Code. Each such distribution may be sourced from income, return of
capital and/or capital gain, to the extent permitted by the 1940 Act
and the rules and regulations thereunder. Nothing herein shall prevent
the Trust from paying a larger dividend or distribution if approved by
the Trust Board.
1.3. Beginning August, 2019, through July, 2021, the Trust will pay monthly
distributions, which shall be declared by the Trust Board in an amount
not less than the average distribution rate of a peer group of
closed-end registered investment companies selected by the Trust
Board in its reasonable judgment (the “Peer Group”). The average
distribution rate of the Peer Group shall be calculated based on the
simple average of each regular monthly distribution paid by the Peer
Group during the previous three (3) calendar months prior to the
calendar month in which materials are mailed to the Trust Board for
the meeting at which it is scheduled to declare distributions. Any
distribution by the Peer Group of a special, in-kind, tax related, or
other one-time distribution shall be disregarded in making such
calculation. No monthly distribution shall be made if (i) the Trust
Board determines in good faith that the declaration or payment of
such distribution would constitute a breach of its fiduciary duty owed
to the Trust or its shareholders, or (ii) the declaration or payment
of such distribution would violate the 1940 Act or the Delaware
Statutory Trust Act or would impair the Trust’s status as a regulated
investment company under the Code. Each such distribution may be
sourced from income, return of capital and/or capital gain, to the
extent permitted by the 1940 Act and the rules and regulations
thereunder. Nothing herein shall prevent the Trust from paying a
larger dividend or distribution if approved by the Trust Board.
1.4. Bulldog covenants and agrees to tender, or caused to be tendered,
100% of the common shares of the Trust of which it is the beneficial
owner (as such term is used in Rule 13d-3 under the Exchange Act) in
the Tender Offer. For the avoidance of doubt, and without limiting the
generality of the foregoing, Bulldog covenants and agrees to tender, or
caused to be tendered, all common shares of the Trust owned, controlled
or held by Bulldog and its principals (including, without limitation,
any individual principal of Bulldog named in Bulldog’s Schedule 13G
filing under the Exchange Act dated February 2, 2017 made in respect
of Clough Global Equity Fund), partners, members, affiliated persons
(as defined in the 1940 Act and which, for the avoidance of doubt,
shall include (without limitation) any account or pooled investment
vehicle now or in the future managed, advised or sub-advised by
Bulldog or its affiliated persons) (all such persons, collectively,
the “Bulldog Entities”) as of the closing of the Tender Offer. The
Bulldog Entities, together with the directors, officers and employees
of Bulldog, are collectively referred to herein as the “Bulldog
Affiliates”.
1.5. Bulldog covenants and agrees that during the Standstill Period (as
defined below) it will not, and it will not permit any of the Bulldog
Affiliates to, directly or indirectly, (i) nominate or recommend for
nomination any individual for election as a trustee at any annual or
special meeting of shareholders of the Trust held during the Standstill
Period, (ii) stand for election as a trustee of the Trust, (iii) submit
any proposal for consideration at, or bring any other business before,
any annual or special meetings of shareholders of the Trust held during
the Standstill Period, (iv) initiate, encourage or participate in the
solicitation of proxies or exempt solicitation, including under Rule
14a-2(b)(1) under the Exchange Act with respect to any annual or
special meeting of shareholders of the Trust held during the Standstill
Period or (v) publicly or privately encourage or support any other
person to take any of the actions described in this Section 1.5.
Section 2. Additional Agreements.
2.1. Bulldog covenants and agrees that during the period from the date of
this Agreement through July 10, 2021, or until such earlier time as the
restrictions in this Section 2.1 terminate as provided in Section 4 of
this Agreement (the “Standstill Period”) it will not, and will cause
the Bulldog Affiliates and it and their respective representatives not
to, directly or indirectly, alone or in concert with others (including,
by directing, requesting or suggesting that any other person take any
of the actions set forth below), unless specifically permitted in
writing in advance by the Trust Board, take any of the actions set
forth below:
(a) effect, seek, offer, engage in, propose (whether publicly or
otherwise and whether or not subject to conditions) or cause,
participate in or act to or assist any other person to effect,
seek, engage in, offer or propose (whether publicly or
otherwise) or participate in or act to or take action with
respect to (other than as specifically contemplated by this
Agreement):
(i) any “solicitation” of “proxies” or become a
“participant” in any such “solicitation” as such
terms are defined in Regulation 14A under the
Exchange Act, disregarding clause (iv) of Rule
14a-191)(2) and including any otherwise exempt
solicitation pursuant to Rule 14a-2(b), in each
case, with respect to securities of the Trust
(including, without limitation, any solicitation of
consents to act by written consent or call a special
meeting of shareholders);
(ii) knowingly encourage or advise any other person or
assist or act to assist any person in so encouraging
or advising any person with respect to the giving or
withholding of any proxy, consent or other authority
to vote (other than such encouragement or advice that
is consistent with the Trust Board’s recommendation)
with respect to the Trust;
(iii) any (i) tender or exchange offer for securities of
the Trust (aside from the Tender Offer contemplated
by Section 1 or any other tender offer offered by the
Trust to all shareholders), or any merger, consolidation,
business combination or acquisition or disposition of
assets of the Trust, or (II) recapitalization,
restructuring, open-ending, liquidation, dissolution or
other similar extraordinary transaction with respect to
the Trust (it being understood that the foregoing shall
not restrict any person from tendering common shares,
receiving payment for common shares or otherwise
participating in any such transaction on the same basis
as other shareholders of the Trust or from participating
in any such transaction that has been approved by the
Trust Board, subject to the terms of this Agreement);
(iv) engage, directly or indirectly, in any short sale that
includes, relates to or derives more than 5% of its
value from a decline in the market price or value of
the securities issued by the Trust;
(b) form, join or in any way participate in any “group” (within the
meaning of Section 13(D)(3) of the Exchange Act) that includes
any party that is not controlled by, controlling, or under
common control with Bulldog or the Bulldog Funds, with respect
to the securities of the Trust;
(c) deposit any securities of the Trust in any voting trust or
subject any securities of the Trust to any arrangement or
agreement with respect to the voting of the securities of
the Trust, including, without limitation, lend any securities
of the Trust to any person or entity for the purpose of allowing
such person or entity to vote such securities in connection with
any shareholder vote or consent of the Trust, other than any such
voting trust, arrangement or agreement solely among the members
of Bulldog and the Bulldog Entities;
(d) seek or encourage, alone or in concert with others, any person
to submit nominations in furtherance of a “contested solicitation”
for the election or removal of trustees with respect to the Trust;
(e) seek or encourage, alone or in concert with others, the removal
or resignation of any member of the Trust Board;
(f) make any proposal for consideration by the shareholders of the
Trust at any annual or special meeting of shareholders of the
Trust or take any action (other than to vote in accordance with
Section 2.1 and Section 2.2) with respect to any shareholder
proposal submitted prior to the date of this Agreement;
(g) conduct a referendum of shareholders of the Trust, or make a
request for a shareholder list or other books and records of
the Trust;
(h) seek, alone or in concert with others, representation on the
Board of the Trust;
(i) seek to control or influence the management, Board or policies
of the Trust;
(j) institute, solicit, assist or join any litigation, arbitration
or other proceeding against or involving the Trust or any of
its current or former trustees or officers (including
derivative actions); provided, however, that for the
avoidance of doubt the foregoing shall not prevent Bulldog
from (A) bringing litigation to enforce the provisions of this
Agreement, (B) making counterclaims with respect to any
proceeding initiated by, or on behalf of, the Trust against
Bulldog, or (C) responding to or complying with a validly
initiated legal process;
(k) make any public statement or proposal with respect to (i) any
change in the number or term of trustees or the filling of any
vacancies on the Trust Board, (ii) any change in the
capitalization or distribution policy of the Trust, (iii) any
other material change in the Trust’s management, business,
policies or trust structure, or (iv) any waiver, amendment or
modification to the Agreement and Declaration of Trust or
By-Laws of the Trust;
(l) publicly or privately disclose any intention, plan or
arrangement inconsistent with the foregoing;
(m) except as specifically contemplated by this Agreement, enter
into any discussions, negotiations, arrangements or
understandings with any person with respect to any of the
foregoing, or advise, assist, encourage or seek to persuade
others to take any action with respect to any of the
foregoing; or
(n) publicly, or privately in a manner that is intended to or
would reasonably be expected to require any public disclosure
by the Trust or Bulldog, request that the Trust, the Trust
Board or any of their respective representatives amend or
waive any provision of this Section 2.1 (including this
sentence) or for the Trust Board to specifically invite
Bulldog or any of the Bulldog Affiliates to take any of
the actions prohibited by this Section 2.1.
For the avoidance of doubt, during the Standstill Period, Bulldog
and its affiliated persons may communicate privately with (a) any
third party and (b) the Trust’s trustees, officers, investment
adviser and any sub-adviser, but in each case only so long as
(i) such private communications are not intended to and would not
reasonably be expected to require any public disclosure thereof
and (ii) such private communications do not violate the terms of
this Agreement.
2.2. Bulldog covenants and agrees that during the Standstill Period and
provided that it (or any of the Bulldog Entities) owns or controls
shares, it will, and will cause the Bulldog Entities to:
(a) cause all shares it and the Bulldog Entities beneficially
own as of the record date for such meeting to be counted as
present for purposes of a quorum at any annual or special
meeting of shareholders of the Trust; and
(b) vote or cause to be voted at any annual or special meeting
of shareholders of the Trust all of the shares it and the
Bulldog Entities beneficially own as of the record date for
such meeting (i) in favor of any proposal with respect to
which the Trust Board recommends a vote in favor of such
proposal (except to the extent that the approval of such
proposal would be materially adverse to Bulldog’s investment
in the Trust, if effectuated, as is reasonably determined by
Bulldog) and (ii) against any proposal with respect to which
the Trust Board recommends a vote against such proposal or
any proposal made in opposition to, or in competition or
inconsistent with, the recommendation of the Trust Board;
provided, however, that notwithstanding anything herein to
the contrary, Bulldog will, and will cause the Bulldog
Entities to, vote as recommended by the Trust Board regarding
any (A) person nominated by the Trust Board to serve as a
trustee of the Trust; (B) proposal relating to the following
actions taken by the Trust: a merger, reorganization,
consolidation, business combination or acquisition or
disposition of assets of the Trust, provided that such
transaction is accomplished on the basis of the relative
net asset values of the entities involved in the
transactions; restructuring; recapitalization; amendments
to the Agreement and Declaration of Trust of the Trust,
tender offer; liquidation; dissolution; open-ending; change
in investment policy or strategy (including, without
limitation, any change in fundamental investment policies
or restrictions), provided that such change in investment
policy or strategy is not inconsistent with the investment
strategies currently utilized by Clough Capital Partners
L.P.; issuance of additional securities (whether common,
preferred or debt securities), including any senior
securities (unless any such securities are issued at a
price below current net asset value); and the Trust’s
diversification status; provided, in each case, that such
action does not take effect until after the Trust has made
payment for the common shares tendered in the Tender Offer
as required by Section 1.1 hereof; and (C) shareholder
proposal; and provided further, however, that notwithstanding
anything herein to the contrary, shares of the Trust held by
Special Opportunities Fund, Inc., and any other closed-end
investment company managed by Bulldog, may be voted in
accordance with one of the methods prescribed in Section
12(d)(1)(E)(iii)(aa) of the 1940 Act if required by
applicable law.
For the avoidance of doubt, if Bulldog or any of the Bulldog Entities
lend any common shares of the Trust to any third party (in compliance
with the restrictions in Section 2.1), Bulldog (or the Bulldog
Entities, as applicable) shall recall any such stock loan in advance
of the record date for any vote of or consent by the shareholders of
the Trust so that Bulldog shall have full voting rights with respect
to all such loaned shares. In no event shall Bulldog or any Bulldog
Entity enter into any agreement with the intent of disposing, or
resulting in the disposition of, its rights to vote any of the common
shares of the Trust in circumvention of the requirements of this
Section 2.2; provided, however, that a final sale of shares of the
Trust (not coupled with any repurchase agreement or similar
reacquisition agreement) shall not be considered a prohibited sale of
voting rights in contravention of this Section 2.2.
2.3. Upon request of the Trust during the Standstill Period, Bulldog will
notify the Trust of the number of common shares beneficially owned by
it and the Bulldog Affiliates up to one (1) time per each fiscal
quarter of the Trust.
2.4. Bulldog covenants and agrees that during the Standstill Period it
will not, and will cause the Bulldog Affiliates and their respective
representatives not to, directly or indirectly, alone or in concert
with others (including, by directing, requesting or suggesting that
any other person take any of the actions set forth below), unless
specifically permitted in writing by the Trust, acquire any common
shares of the Trust or take any action, directly or indirectly,
including by means of any Derivative Securities (as defined below),
which would cause Bulldog and/or the Bulldog Entities to beneficially
own common shares of the Trust in excess of the Ownership Limit
immediately following such acquisition or action (except to the
extent such common shares are issued by the Trust to all existing
shareholders), whether or not any of the foregoing may be acquired
or obtained immediately or only after the passage of time or upon
the satisfaction of one or more conditions (whether or not within
the control of such party) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or otherwise and
whether or not any of the foregoing would give rise to beneficial
ownership (as such term is used in Rule 13d-3 under the Exchange
Act ), and whether or not any of the foregoing is acquired or
obtained by means of borrowing of securities, operation of any
Derivative Security or otherwise.
For the purposes of this Agreement:
(i) the term “Derivative Securities” means, with respect to
any person, any rights, options or other securities
convertible into or exchangeable for securities, bank
debt or other obligations or any obligations measured by
the price or value of any securities, bank debt or other
obligations of such person, including without limitation
any swaps or other derivative arrangements;
(ii) the term “Ownership Limit” means, at any time prior to the
completion of the Tender Offer, 1,118,385 common shares of
the Trust, and at any time following the completion of the
Tender Offer means the lesser of (x) 1,118,385 common shares
or (y) the sum of (A) 1% of the number of common shares of
the Trust outstanding immediately following the completion
of the Tender Offer and (B) the number of outstanding
common shares of the Trust beneficially owned by Bulldog
and the Bulldog Entities immediately following the
completion of the Tender Offer (such amount to be confirmed
in writing by Bulldog, together with a written affirmation
by Bulldog that it has tendered 100% of its and each
Bulldog Entity’s then-owned common shares of the Trust in
the Tender Offer).
2.5. Bulldog represents and warrants as follows:
(a) It has the power and authority to execute, deliver and carry
out the terms and provisions of this Agreement and to
consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by it and is enforceable against
Bulldog in accordance with its terms.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will
not contravene any agreement, organizational document or
provision of law applicable to it.
(d) Bulldog beneficially owns, directly or indirectly, and has
the sole power to vote all the common shares of the Trust
as described in the recitals to this Agreement, and its
ownership of common shares of the Trust has at all times
complied with applicable provisions of the 1940 Act.
(e) As of the date hereof, neither Bulldog nor any of the
Bulldog Affiliates is a party to any Derivative
Securities, including without limitation any swap or
hedging transactions or other derivative agreement, or
any securities lending or short sale arrangements, of
any nature with respect to the common shares of the Trust.
2.6. The Trust represents and warrants as follows:
(a) The Trust has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Trust and it is enforceable
against the Trust in accordance with its terms.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby
will not contravene any agreement, organizational
document or provision of law applicable to the Trust.
Section 3. Press Releases; Public Statements; Trust Merger.
3.1. Bulldog and the Trust agree that the Trust may, in its discretion,
issue a press release or make a similar public disclosure
announcing (i) the entrance into and terms of this Agreement,
(ii) the determination of the Trust Board to commence the Tender
Offer and/or (iii) the managed distribution program, provided
that no statement therein regarding this Agreement is
inconsistent with the terms of this Agreement (the “Trust
Press Release”). Bulldog shall not issue a press release in
connection with this Agreement, the annual meeting of
shareholders of the Trust for 2017 or the actions contemplated
hereby without the prior written consent of the Trust. Nothing
in this Agreement shall prevent (a) any Party from taking any
action required by any governmental or regulatory authority
(except to the extent such requirement arose as a result of
the discretionary act(s) of such Party), and (b) any Party
from making any factual statement that is required in any
compelled testimony or production of information, either by
legal process, by subpoena or as part of a response to a
request for information from any governmental authority with
jurisdiction over such Party or as otherwise legally required
and (c)Bulldog and its affiliated persons from communicating
with its investors and prospective investors; provided that
such communication is otherwise consistent with this Agreement
and the Trust Press Release. Bulldog shall promptly prepare
and file, if necessary, any filing in respect of shares of the
Trust required to be filed by Bulldog under the Exchange Act
with the U.S. Securities and Exchange Commission (the “SEC”)
reporting its entry into this Agreement.
3.2. Notwithstanding anything in this Agreement to the contrary, the
Parties acknowledge and agree that the Trust may not effect a
merger or reorganization with another registered investment
company for which Clough Capital Partners L.P. serves as
investment adviser (whether or not the Trust is the surviving
company) at any time before the payment of the Tender Offer
proceeds. The Parties acknowledge and agree that the Trust
may merge or reorganize with another registered investment
company for which Clough Capital Partners L.P. serves as
investment adviser (whether or not the Trust is the surviving
company) at any time after the payment of the Tender Offer
proceeds. The Trust will ensure that the company surviving any
such merger or reorganization with the Trust effects it in a
manner that preserves the economic benefit of this Agreement.
Section 4. Termination.
4.1. Notwithstanding anything herein to the contrary, if the Trust
fails to complete the Tender Offer and distribute the proceeds
in cash to the participating shareholders on or before December
31, 2017 this Agreement shall terminate and be of no further
force or effect.
4.2. If the Trust fails to complete the monthly distributions at a
rate of 10% (as set forth in Section 1.2) for 24 consecutive
months (unless such failure is cured by the Trust by making the
appropriate catch up distribution within 3 months of such failed
distribution), this Agreement shall terminate and be of no further
force or effect upon notice by Bulldog to the Trust specifying it
is terminating the Agreement pursuant to Section 4.2; provided that
Bulldog has continuously owned at least one percent (1%) of the
then Total Outstanding Common Shares (and provided proof of
ownership thereof).
4.3. This Agreement remains in full force and effect until the earliest
of:
(a) the expiration of the Standstill Period;
(b) a termination of this Agreement pursuant to Section 4.1
or Section 4.2; and
(c) such other date established by mutual written agreement
of the Trust and Bulldog.
4.4. Section 6 survives the termination of this Agreement. No
termination pursuant to this Section 4 relieves any Party
from liability for any breach of this Agreement prior to such
termination.
Section 5. No Disparagement.
5.1. During the Standstill Period, each Party hereto shall refrain,
and shall cause its respective principals, directors, partners,
general partners, members, officers, employees, affiliated
persons and representatives to refrain, from directly or
indirectly making disparaging remarks, comments or statements
(including in any document or report filed with or furnished to
the SEC or through the press, media, analysts or other persons)
about, or taking any action reasonably likely to damage the
reputation of, the other Party, or its respective members,
(current or former) directors or trustees, officers, employees
or affiliated persons (which, for the avoidance of doubt, with
respect to (i) the Trust, shall include Clough Capital Partners
L.P. and its directors, partners, officers, employees and
affiliated persons), or any members of the Trust Board and
(ii) Bulldog, shall include all employees, partners, members,
and directors of Bulldog and all investment funds advised or
sub-advised by Bulldog, now or in the future, including, but
not limited to their respective directors, partners, officers
and affiliated persons (collectively, the “Bulldog Funds”)).
Clough Capital Partners L.P. and the Bulldog Funds shall each
be considered an express third-party beneficiary of this
Agreement with the power and authority to enforce this
Section 5.1. In each case, such disparaging remarks, comments
or statements include, but are not limited to, those that
impugn the character, honesty, integrity, morality, business
acumen or abilities of the individual or entity being disparaged.
The foregoing shall not apply to any compelled testimony or
production of information, either by legal process, subpoena,
or as part of a response to a request for information from
any governmental authority with jurisdiction over the Party
from whom information is sought.
Section 6. Miscellaneous.
6.1. Remedies. Each Party hereto hereby acknowledges and agrees
that irreparable harm will occur in the event any of the
provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is
accordingly agreed that the Parties will be entitled to seek
specific performance hereunder, including, without limitation,
an injunction or injunctions to prevent and enjoin breaches of
the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any state or federal court
in the State of Delaware, in addition to any other remedy to
which they may be entitled at law or in equity. Any requirements
for the securing or posting of any bond with respect to any such
remedy are hereby waived. All rights and remedies under this
Agreement are cumulative, not exclusive, and will be in
addition to all rights and remedies available to any Party at
law or in equity.
6.2. Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto
hereby irrevocably and unconditionally consent to and submit to
the jurisdiction of the state or federal courts in the State of
Delaware for any actions, suits or proceedings arising out of
or relating to this Agreement or the transactions contemplated
hereby. The Parties irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or
proceeding arising out of this Agreement, or the transactions
contemplated hereby, in the state or federal courts in the State
of Delaware, and hereby further irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF BULLDOG AND THE
TRUST WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
6.3. Entire Agreement. This Agreement contains the entire
understanding of the Parties with respect to the subject
matter hereof and may be amended only by an agreement in
writing executed by the Parties hereto. This Agreement
supersedes all previous negotiations, representations and
discussions by the Parties hereto concerning the subject
matter hereof, and integrates the whole of all of their
agreements and understanding concerning same. No prior
oral representations or undertakings concerning the subject
matter hereof will operate to amend, supersede, or replace
any of the terms or conditions set forth in this Agreement,
nor will they be relied upon.
6.4. Section Headings. Descriptive headings are for convenience
only and will not control or affect the meaning or
construction of any provision of this Agreement.
6.5. Notice. All notices, consents, requests, instructions,
approvals and other communications provided for herein and
all legal process in regard hereto will be validly given,
made or served, if in writing and sent by email or facsimile,
with a copy by personal delivery, certified mail, return
receipt requested, or by overnight courier service to:
If to the Trust, to:
Clough Global Equity Fund
c/o Clough Capital Partners L.P.
One Post Office Square, 40th Floor
Boston, MA 02109
Attention: Mimi Gross, Esq.
Facsimile: (617) 790-1546
mgross@cloughcapital.com
with copies to (which copies shall not constitute notice):
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Attention: Jay Spinola, Esq. and Rose DiMartino, Esq.
Fax: (212) 728-8111
Emails: jspinola@willkie.com
rdimartino@willkie.com
If to Bulldog:
Bulldog Investors, LLC
Park 80 West – Plaza Two, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Attention: Phillip Goldstein
Email: PGoldstein@bulldoginvestors.com
6.6. Severability. Any provision of this Agreement that is invalid
or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining provisions of this Agreement or affecting the
validity or enforceability of any provisions of this Agreement
in any other jurisdiction. In addition, the Parties agree to
use commercially reasonable efforts to agree upon and substitute
a valid and enforceable term, provision, covenant or restriction
for any such term, provision, covenant or restriction that is
held invalid, void or unenforceable by a court of competent
jurisdiction.
6.7. Governing Law. This Agreement will be governed by and construed
and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of law principles
thereof.
6.8. Binding Effect; No Assignment. This Agreement will be binding
upon and inure to the benefit of and be enforceable by and
against, as applicable, the successors and assigns of the
Parties hereto. Nothing in this Agreement, expressed or implied,
is intended to confer on any person other than the Parties
hereto, or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this
Agreement. No Party to this Agreement may, directly or
indirectly, assign its rights or delegate its obligations
hereunder (whether voluntarily, involuntarily, or by operation
of law) without the prior written consent of the other Party.
Any such attempted assignment will be null and void.
6.9. Amendments; Waivers. No provision of this Agreement may be
amended other than by an instrument in writing signed by the
Parties hereto, and no provision hereof may be waived other
than by an instrument in writing signed by the Party against
whom enforcement is sought.
6.10. No Reliance. Each Party acknowledges that it has received
adequate information to enter into this Agreement, that is
has not relied on any promise, representation or warranty,
express or implied not contained in this Agreement and that
it has been represented by counsel in connection with this
Agreement. Accordingly, any rule of law or any legal
decision that would provide any Party with a defense to
the enforcement of the terms of this Agreement against such
Party shall have no application and is expressly waived.
The provisions of the Agreement shall be interpreted in a
reasonable manner to effect the intent of the Parties.
6.11. Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same
instrument. Delivery of an executed signature page of this
Agreement by email or other electronic means shall be
effective as delivery of a manually executed counterparty
hereof.
[Signatures appear on next page]
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
CLOUGH GLOBAL EQUITY FUND
By: /s/ Edmund J. Burke
Name: Edmund J. Burke
Title: President
BULLDOG INVESTORS, LLC
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Title: Member
