Page 12 of 22 – SEC Filing
| (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 Saba, 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 Saba or any of the Saba Affiliates to take any of the actions prohibited by this Section 2.1. |
For the avoidance of doubt, during
the Standstill Period, Saba 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. | Saba covenants and agrees that during the Standstill Period and provided that it (or any of the Saba Entities) owns or controls shares, it will, and will cause the Saba Entities to: |
| (a) | cause all shares it and the Saba 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 Saba 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 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
