Page 10 of 24 – SEC Filing
however, that for
the avoidance of doubt the foregoing shall not prevent
Saba from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding
initiated by, or on behalf of, the Trust against Saba, or (C) responding to or complying with a validly initiated legal process;
| (k) | make any public statement or proposal with respect to (i) any change in the number or term of trustees or the filling of any vacancies on the Trust Board, (ii) any change in the capitalization or distribution policy of the Trust, (iii) any other material change in the Trust’s management, business, policies or trust structure, or (iv) any waiver, amendment or modification to the Agreement and Declaration of Trust or By-Laws of the Trust; |
| (l) | publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; |
| (m) | except as specifically contemplated by this Agreement, enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or |
| (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 |
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