Page 11 of 24 – SEC Filing
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 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, |
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