First Trust High Income Long/Short Fund
Subscription Agreement
This Agreement made this 20th day of August, 2010, by and between First Trust
High Income Long/Short Fund, a Massachusetts business trust (the "Fund"), and
First Trust Portfolios L.P., an Illinois limited partnership (the "Subscriber");
Witnesseth:
Whereas, the Fund has been formed for the purposes of carrying on business
as a closed-end diversified management investment company; and
Whereas, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, 5,236 common shares for a purchase price of
$19.10 per share;
Now Therefore, It Is Agreed:
l. The Subscriber subscribes for and agrees to purchase from the Fund 5,236
common shares for a purchase price of $19.10 per share. Subscriber agrees
to make payment for these shares at such time as demand for payment may be
made by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly upon
its receipt of the purchase price.
3. To induce 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 Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription 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 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 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 Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the
parties hereto.
6. The Fund's 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 Fund's officers as officers and not individually and the
obligations imposed upon the Fund by this Agreement are not binding upon
any of the Fund's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund.
In Witness Whereof, this Subscription Agreement has been executed by the parties
hereto as of the day and date first above written.
First Trust High Income Long/Short Fund
By _________________________________
Name: Xxxxx X. Xxxxx
Title: President
First Trust Portfolios L.P.
By _________________________________
Name: Xxxxx X. Xxxxx
Title: President
