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(e) Except
as set forth on Exhibit A, as of the date hereof, neither Saba nor any of its affiliated persons is a party to any Derivative
Securities, including without limitation any swap or hedging transactions or other derivative agreement, or any securities lending
or short sale arrangements, of any nature with respect to the common shares of the Fund.
2.6 The
Fund and the Adviser each represent and warrant as follows:
(a) It has
the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.
(b) This Agreement
has been duly and validly authorized, executed and delivered by it and is enforceable against it in accordance with its terms.
(c) The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any provision of
law applicable to it.
Section 3. Public
Announcement
3.1 No
later than one business day following the date of this Agreement, the Fund shall issue
one press release substantially in the form attached as Exhibit B (the “Fund Press Release”), Saba shall
issue one press release substantially in the form attached as Exhibit C (the “Saba Press Release” and, together
with the Fund Press Release, the “Press Releases”), and no party shall make any statement inconsistent with
the Press Releases during the Effective Period in connection with the announcement of this Agreement. No party shall issue additional
press releases in connection with this Agreement or the actions contemplated hereby without the prior written consent of the other
party except as provided below. Nothing in this Agreement shall prevent (a) any Party from taking any action required by any governmental
or regulatory authority (except to the extent such requirement arose by discretionary acts by any Party), including without limitation
any statements, filings, notices or announcements made in the context of an issuer tender offer conducted under Section 13(e)(1)
of, or pursuant to Schedule TO under, the Exchange Act, (b) any Party from making any factual statement that is required in any
compelled testimony or production of information, either by legal process, by subpoena or as part of a response to a request for
information from any governmental authority with jurisdiction over such Party or as otherwise legally required and (c) Saba and
its affiliates from communicating with its investors and prospective investors. Saba shall promptly prepare and file an amendment
to their applicable Schedule 13D filed with the SEC reporting the entry into this Agreement (which will not contain any statement
inconsistent with the Press Releases and the Item 4 disclosure set forth therein will be in a form materially consistent with the
draft previously provided to the Fund).
Section 4. Termination
4.1 This
Agreement remains in full force and effect until the earlier of:
(a) the end
of the Effective Period;
