Filing Details

Item 1.

SECURITY AND ISSUER

Item 4.

PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented as follows:

On February 16, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate two independent director candidates – Shavar Jeffries and Jennifer Raab (the “Nominees”) - for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the “Annual Meeting”).

Each of the Nominees has entered into a nomination agreement (collectively, the “Nominee Agreement”) with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D/A, whereby such Nominees agreed to become members of a slate of nominees and stand for election as directors of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting, and Saba Capital agreed to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by such Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.        

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 30,535,000 shares of common stock outstanding as of 7/31/23, as disclosed in the company's N-CSR filed 10/5/23

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)

The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

(e)

Not applicable.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

Exhibit 2:

Form of Nominee Agreement

SABA CAPITAL MANAGEMENT, L.P. 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Chief Compliance Officer

SABA CAPITAL MANAGEMENT GP, LLC 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

BOAZ R. WEINSTEIN 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823