Page 12 of 22 – SEC Filing
Saba’s funds’
investment in the Trust, if effectuated, as is reasonably determined by Saba) 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, Saba will, and will cause the Saba 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 Saba Closed-End Funds ETF, and
any closed-end investment company managed by Saba, 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
Saba or any of the Saba Entities lend any common shares of the Trust to any third party (in compliance with the restrictions in
Section 2.1), Saba (or the Saba 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 Saba shall have full voting rights with respect to all such
loaned shares. In no event shall Saba or any Saba 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, Saba will notify the Trust of the number of common shares beneficially owned by it and the Saba Affiliates up to one (1) time per each fiscal quarter of the Trust. |
| 2.4. | Saba covenants and agrees that during the Standstill Period it will not, and will cause the Saba 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 |
