Page 9 of 22 – SEC Filing
| 1.3. | Beginning August, 2019, through July, 2021, the Trust will pay monthly distributions, which shall be declared by the Trust Board in an amount not less than the average distribution rate of a peer group of closed-end registered investment companies selected by the Trust Board in its reasonable judgment (the “Peer Group”). The average distribution rate of the Peer Group shall be calculated based on the simple average of each regular monthly distribution paid by the Peer Group during the previous three (3) calendar months prior to the calendar month in which materials are mailed to the Trust Board for the meeting at which it is scheduled to declare distributions. Any distribution by the Peer Group of a special, in-kind, tax related, or other one-time distribution shall be disregarded in making such calculation. No monthly distribution shall be made if (i) the Trust Board determines in good faith that the declaration or payment of such distribution would constitute a breach of its fiduciary duty owed to the Trust or its shareholders, or (ii) the declaration or payment of such distribution would violate the 1940 Act or the Delaware Statutory Trust Act or would impair the Trust’s status as a regulated investment company under the Code. Each such distribution may be sourced from income, return of capital and/or capital gain, to the extent permitted by the 1940 Act and the rules and regulations thereunder. Nothing herein shall prevent the Trust from paying a larger dividend or distribution if approved by the Trust Board. |
| 1.4. | Saba covenants and agrees to tender, or caused to be tendered, 100% of the common shares of the Trust of which it is the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) in the Tender Offer. For the avoidance of doubt, and without limiting the generality of the foregoing, Saba covenants and agrees to tender, or caused to be tendered, all common shares of the Trust owned, controlled or held by Saba and its principals (including, without limitation, Boaz R. Weinstein), general partners (including, without limitation, Saba Capital Management GP, LLC), managing members, affiliated persons (as defined in the 1940 Act and which, for the avoidance of doubt, shall include (without limitation) any account or pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) (all such persons, collectively, the “Saba Entities”) as of the closing of the Tender Offer. The Saba Entities, together with the directors, officers and employees of Saba, are collectively referred to herein as the “Saba Affiliates”. |
| 1.5. | Saba covenants and agrees that during the Standstill Period (as defined below) it will not, and it will not permit any of the Saba Affiliates to, directly or indirectly, (i) nominate or recommend for nomination any individual for election as a trustee at any annual or special meeting of shareholders of the Trust held during the Standstill Period, (ii) stand for election as a trustee of the Trust, (iii) submit any proposal for consideration at, or bring any other business before, any annual or special meetings of shareholders of the Trust held during the Standstill Period, (iv) initiate, encourage or participate in the solicitation of proxies or exempt solicitation, including under Rule 14a-2(b)(1) under the Exchange Act with respect to any annual or special meeting of shareholders of the Trust held during the Standstill Period or (v) publicly or privately encourage or support any other person to take any of the actions described in this Section 1.5. |
| 1.6. | Saba covenants and agrees that, in connection with the 2017 Annual Meeting of Shareholders of the Trust, concurrent with the execution of this Agreement, it will withdraw or cause to be withdrawn its slate of nominees to serve as trustees of the Trust. |
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