Page 13 of 22 – SEC Filing
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 below), unless specifically permitted in writing by the Trust, acquire any common shares of the Trust or take any action, directly or indirectly, including by means of any Derivative Securities (as defined below), which would cause Saba and/or the Saba Entities to beneficially own common shares of the Trust in excess of the Ownership Limit immediately following such acquisition or action (except to the extent such common shares are issued by the Trust to all existing shareholders), whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to beneficial ownership (as such term is used in Rule 13d-3 under the Exchange Act ), and whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. |
For the purposes
of this Agreement:
| (i) | the term “Derivative Securities” means, with respect to any person, any rights, options or other securities convertible into or exchangeable for securities, bank debt or other obligations or any obligations measured by the price or value of any securities, bank debt or other obligations of such person, including without limitation any swaps or other derivative arrangements; |
| (ii) | the term “Ownership Limit” means, at any time prior to the completion of the Tender Offer, 2,546,667 common shares of the Trust, and at any time following the completion of the Tender Offer means the lesser of (x) 2,546,667 common shares or (y) the sum of (A) 1% of the number of common shares of the Trust outstanding immediately following the completion of the Tender Offer and (B) the number of outstanding common shares of the Trust beneficially owned by Saba |
