Filing Details
- Accession Number:
- 0001048703-17-000058
- Form Type:
- 13D Filing
- Publication Date:
- 2017-05-03 08:54:42
- Filed By:
- Karpus Management, Inc.
- Company:
- Madison Strategic Sector Premium Fund (NYSE:MSP)
- Filing Date:
- 2017-05-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Karpus Investment Management | 1,370,529 | 16,450 | 1,370,529 | 16,450 | 1,370,529 | 23.6% |
| George W. Karpus | 13,300 | 13,300 | 16,450 | Less than 1% | ||
| Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund | 0 | 0 | 13,300 | Less than 1% | ||
| Arthur Charles Regan | 0 | 0 | 0 | 0% | ||
| Daniel C. Robeson | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
Madison Strategic Sector Premium Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
558268108
(CUSIP Number)
Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.
558268108
| 1 | NAME OF REPORTING PERSON
Karpus Investment Management
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,370,529
| |
| 8 | SHARED VOTING POWER
-
| ||
| 9 | SOLE DISPOSITIVE POWER
1,370,529
| ||
| 10 | SHARED DISPOSITIVE POWER
-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,370,529
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
| ||
| 14 | TYPE OF REPORTING PERSON IA | ||
CUSIP NO.
558268108
| 1 | NAME OF REPORTING PERSON
George W. Karpus
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
16,450
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
16,450
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,450
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
| ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO.
558268108
| 1 | NAME OF REPORTING PERSON
Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
13,300
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
13,300
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,300
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
| ||
| 14 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO.
558268108
| 1 | NAME OF REPORTING PERSON
Arthur Charles Regan
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
-0-
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
-0-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO.
558268108
| 1 | NAME OF REPORTING PERSON
Daniel C. Robeson
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
-0-
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
-0-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO.
558268108
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
- (i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus");
- (ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc. and Karpus Investment Management Profit Sharing Plan Fund C- Growth Common Stock Fund (collectively, the "Karpus Entities");
- (iii) Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund ("Karpus Fund");
- (iv) Arthur Charles Regan, as a nominee to the Board of Trustees of the Issuer (the "Board"); and
- (v) Daniel C. Robeson, as a nominee to the Board.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The address of the principal office of each of Karpus, Karpus Fund and Mr. Karpus is 183 Sully's Trail, Pittsford, New York 14534. The address of Mr. Regan is 505 Eighth Avenue, Suite 800, New York, New York 10018. The address of Dr. Robeson is c/o Karpus Management, Inc., 183 Sully's Trail, Pittsford, New York 14534.
(c) The principal business of Karpus is serving as a registered investment adviser who provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Karpus Fund is investing in securities. The principal occupation of Mr. Karpus is serving as the President and CEO of Karpus. The princial occupation of Mr. Regan is serving as President & CEO of Regan & Associates, Inc. The principal occupation of Dr. Robeson is serving as a Senior Vice-President of Research and Strategy at Bender Lane Advisory, LLC.
(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Karpus and Karpus Funds are organized under the laws of the State of New York. Messrs. Karpus and Regan and Dr. Robeson are citizens of the United States of America.
CUSIP NO.
558268108
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated
1,370,529
Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents
23.6%
of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts.
The aggregate purchase price of the
1,370,529
Shares beneficially owned by Karpus Investment Management is approximately
$15,509,115, excluding brokerage commissions.
The aggregate purchase price of the
13,300
Shares held by Karpus Fund is approximately $133,408, excluding brokerage commissions.
The aggregate purchase price of the
3,150
Shares held by Mr. Karpus and the Karpus Entities (excluding the Shares held by Karpus Fund)
is approximately
$37,154.25, excluding brokerage commissions.
CUSIP NO.
558268108
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
Karpus, an indepependent registered investment advisor, with a specialty focus in closed-end funds, believes that the profile of the Issuer fit the investment guidelines for various Accouts. Shares have been acquired since July 10, 2015.
On February 8, 2017, Karpus sent a letter containing a stockholder proposal to terminate the Investment Advisory Agreement between the Fund and Madison Asset Management, LLC.
On April 28, 2017, Karpus sent a letter containing a stockholder proposal to the Issuer requesting that the Board consider authorizing a self-tender for all outstanding Shares of the Issuer at or close to net asset value. A copy of the letter is attached as Exhibit 99.1.
Additionally, on April 28, 2017, Karpus Fund delivered a letter to the Issuer nominating a slate of two (2) highly qualified trustee candidates, whom include Arthur Charles Regan and Dr. Daniel C. Robeson, (collectively, the "Nominees"), for election to the Board at the Issuer's 2017 Annual Meeting. The Reporting Persons have informed the Board that they are willing to enter into discussions in furtherance of reaching a mutually agreeable resolution. The Reporting Persons intend to closely monitor the situation at the Issuer.
Karpus Fund's highly-qualified nominees are:
Arthur Charles Regan has been the President & CEO of Regan & Associates, Inc. a New York, NY based proxy solicitation/stockholder services firm founded by him since 1991 and has had numerous articles published on stockholder related matters. From 1991 to 1998, Mr. Regan was the President of David Francis & Co., Inc., a proxy solicitation firm. From 1984 to 1988, Mr. Regan served as Vice President at Morrow & Co, Inc., a proxy solicitation firms. From 1997 to 2000 he served as an outside director and Corporate Secretary for US Wats, Inc., a Bala-Cynwyd, PA based publicly held telecommunications firm until that firm was merged out of existence. Mr. Regan received a BS from NYU.
Dr. Daniel C. Robeson is a Senior Vice-President of Research and Strategy at Bender Lane Advisory, LLC in Albany, New York. Dr. Robeson joined Bender Lane Advisory in 2016 after being employed by Keuka College for two years and was Chair, Division of Business & Management at the time of his departure. Prior to that role, Dr. Robeson was employed as the Founding Dean of The School of Management at The Sage Colleges for five years. His previous experience includes System Concepts Center Consultant at Eastman Kodak, Financial Advisor at Landmark Bank, and Account Executive at Dean Witter Reynolds. Dr. Robeson earned a Bachelor of Arts in Economics from the University of Missouri, a Master of Business Administration from Rensselaer Polytechnic Institute, and a Doctor of Philosophy in Management from Rensselaer Polytechnic Institute.
CUSIP NO.
558268108
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon
5,798,291
Shares outstanding, which is the total number of Shares outstanding as of
December 31, 2016
as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on
March 1, 2017.
CUSIP NO.
558268108
| Item 6. | Contracts, Arrangements, Understandings or Relationships With respect to the Issuer. |
Item 6 is hereby amended to add the following:
On April 28, 2017, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
CUSIP NO.
558268108
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2017
| KARPUS MANAGEMENT, INC. | |||
| By: | /s/ Daniel Lippincott | ||
| Name: | Daniel Lippincott, CFA | ||
| Title: | Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager | ||
| /s/ George W. Karpus | |
| GEORGE W. KARPUS |
| KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND C - GROWTH COMMON STOCK FUND | |||
| By: | /s/ Kathleen F. Crane | ||
| Name: | Kathleen F. Crane | ||
| Title: | Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management | ||
| /s/ Arthur Charles Regan | |
| ARTHUR CHARLES REGAN |
| /s/ Daniel C. Robeson | |
| DR. DANIEL C. ROBESON |
CUSIP NO.
558268108
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| George W. Karpus | President, CEO, and Chairman of the Board | 183 Sully’s Trail, Pittsford, New York 14534 | See Above |
| Kathleen Finnerty Crane | Chief Financial Officer and Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 |
700
Shares |
| Thomas M. Duffy | Vice President | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Sharon L. Thornton | Senior Director of Investments | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Daniel L. Lippincott | Sr. Tax-Sensitive Manager and Director of Investment Personnel | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
CUSIP NO.
557268108
SCHEDULE B
Transactions in the Shares since the last 13D filing.
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Purchase of Common Stock
|
3,100
|
$12.23
|
2/23/2017
|
|
Purchase of Common Stock
|
5,689
|
$12.19
|
2/24/2017
|
|
Purchase of Common Stock
|
943
|
$12.16
|
2/28/2017
|
|
Purchase of Common Stock
|
975
|
$12.19
|
3/1/2017
|
|
Purchase of Common Stock
|
2,505
|
$12.22
|
3/7/2017
|
|
Purchase of Common Stock
|
4,494
|
$12.28
|
3/8/2017
|
|
Sale of Common Stock
|
(1,304)
|
$12.07
|
3/17/2017
|
|
Sale of Common Stock
|
(3,740)
|
$12.00
|
3/20/2017
|
|
Sale of Common Stock
|
(2,256)
|
$11.89
|
3/21/2017
|
|
Purchase of Common Stock
|
3,000
|
$11.93
|
3/23/2017
|
|
Purchase of Common Stock
|
7,759
|
$11.99
|
4/6/2017
|
|
Sale of Common Stock
|
(1,235)
|
$11.98
|
4/19/2017
|
|
Sale of Common Stock
|
(1,145)
|
$12.05
|
4/20/2017
|
EXHIBIT 99.1
Additional Shareholder Proposal Sent to the Fund on April 28, 2017
U.S. Bank N.A. Letter
Cede & Co. Letter
EXHIBIT 99.2
Joint Filing and Solicitation Agreement
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Madison Strategic Sector Premium Fund, a Delaware corporation (the "Company");
WHEREAS, Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund, Karpus Management, Inc., George W. Karpus (collectively, "Karpus"), Arthur Charles Regan and Daniel C. Robeson wish to form a group for the purpose of seeking representation on the Board of Trustees of the Company (the "Board") at the 2017 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "2017 Annual Meeting") and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 28th day of April 2017 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the undersigned (collectively, the "Group") agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP ("Olshan") of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.
3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2017 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
4. Karpus shall have the right to pre-approve all expenses incurred in connection with the Group's activities and agrees to pay directly all such pre-approved expenses.
5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group's activities set forth in Section 3 shall be first approved by Karpus, or its representatives, which approval shall not be unreasonably withheld.
6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours' written notice to all other parties, with a copy by fax to Adam W. Finerman at Olshan, Fax No. (212) 451-2222.
10. Each party acknowledges that Olshan shall act as counsel for both the Group and Karpus and its affiliates relating to their investment in the Company.
11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| KARPUS MANAGEMENT, INC. | |||
| By: | /s/ Daniel Lippincott | ||
| Name: | Daniel Lippincott, CFA | ||
| Title: | Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager | ||
| /s/ George W. Karpus | |
| GEORGE W. KARPUS |
| KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND C - GROWTH COMMON STOCK FUND | |||
| By: | /s/ Kathleen F. Crane | ||
| Name: | Kathleen F. Crane | ||
| Title: | Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management | ||
| /s/ Arthur Charles Regan | |
| ARTHUR CHARLES REGAN |
| /s/ Daniel C. Robeson | |
| DR. DANIEL C. ROBESON |