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shares of
the Trust has at all times complied with applicable provisions of the 1940 Act.
| (e) | As of the date hereof, neither Saba nor any of the Saba 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. | Saba and the Trust agree that, no later than two (2) business days following the execution of this Agreement, the Trust will issue a press release announcing (i) (A) the entrance into and terms of this Agreement, (B) the determination of the Trust Board to commence the Tender Offer and (C) the managed distribution program and (ii) Saba’s withdrawal of its slate of nominees to serve as trustees of the Trust and the proposal made by Saba Capital Series LLC Series 1 seeking a shareholder vote regarding the classified board structure of the Trust, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto (the “Trust Press Release”), and no Party shall make any statement inconsistent with the Trust Press Release during the Standstill Period. Saba 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) Saba 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. Saba shall promptly prepare and file an amendment to its Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) reporting its entry |
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