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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Meeting of Shareholders of the Trust, concurrent with the execution of this Agreement, it will withdraw or cause to be withdrawn (i) its slate of nominees to serve as trustees of the Trust; and (ii) the proposals made by Saba Capital Leverage Master Fund, Ltd. seeking a shareholder vote regarding the classified board structure of the Trust. |
| Section 2. | Additional Agreements. |
| 2.1. | Saba covenants and agrees that during the period from the date of this Agreement through July 10, 2021, or until such earlier time as the restrictions in this Section 2.1 terminate as provided in Section 4 of this Agreement (the “Standstill Period”) it will not, and will cause the Saba Affiliates and it 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 in advance by the Trust Board, take any of the actions set forth below: |
| (a) | effect, seek, offer, engage in, propose (whether publicly or otherwise and whether or not subject to conditions) or cause, participate in or act to or assist any other person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in or act to or take action with respect to (other than as specifically contemplated by this Agreement): |
| (i) | any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Trust (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); |
| (ii) | knowingly encourage or advise any other person or assist or act to assist any person in so encouraging or advising any person with respect to the giving or withholding of any proxy, consent or other authority to vote (other than such encouragement or advice that is consistent with the Trust Board’s recommendation) with respect to the Trust; |
| (iii) | any (i) tender or exchange offer for securities of the Trust (aside from the Tender Offer contemplated by Section 1 or any other tender offer offered by the Trust to all shareholders), or |
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