Page 8 of 22 – SEC Filing
(b) The Tender
Offer shall not provide for preferential treatment for any shareholders of the Fund.
(c) The Tender
Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.
(d) Although
the Fund has committed to conduct the Tender Offer under the circumstances set forth above, the Fund will not commence the Tender
Offer or accept tenders of the Fund’s common shares during any period when (i) such transactions, if consummated, would:
(A) result in the delisting of the Fund’s shares from the NYSE or (B) impair the Fund’s status as a regulated
investment company under the Internal Revenue Code of 1986, as amended (which would make the Fund a taxable entity, causing the
Fund’s income to be taxed at the fund level in addition to the taxation of shareholders who receive distributions from the
Fund); (ii) there is any (A) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (B)
suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including
the Nasdaq Stock Market and the NYSE MKT LLC or (C) declaration of a banking moratorium by federal or state authorities or any
suspension of payment by banks in the United States or New York State; or (iii) the Board of Trustees of the Fund (together, as
the context requires, with the Board of Trustees of any other applicable First Trust Fund (as defined below), the “Board”)
determines in good faith, upon written advice of counsel, that effecting any such transaction would constitute a breach of its
fiduciary duty owed to the Fund or its shareholders. In the event of a delay pursuant to any of clauses (i), (ii) or (iii) above,
the Fund will provide prompt written notice to Saba together with a detailed analysis of the reason for such delay and reasonable
support for such determination. In the event of a delay pursuant to either of clauses (i) or (ii) above, the Fund will commence
the Tender Offer as soon as practicable and not later than 20 days after the termination of such delaying event.
(e) Other
than in connection with regularly scheduled distributions under a dividend reinvestment policy, the Fund shall not issue any common
shares or any securities exchangeable or convertible into common shares prior to the payment of the Tender Offer proceeds.
1.2 Saba
agrees to tender 100% of its then-owned common shares of the Fund in the Tender Offer.
Section 2. Additional
Agreements
2.1 Saba
covenants and agrees that during the period from the date of this Agreement through the date that is the earlier of (a) January
20, 2020, and (b) such date that the Fund determines not to conduct
the Tender Offer pursuant to Section 1.1(d), which such date shall not occur later than September 30, 2017 (the “Effective
Period”) it will not, and will cause its respective principals, directors, general partners, members, officers, employees,
agents, Affiliates and representatives under Saba’s control, 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
