Common use of Additional Agreements Clause in Contracts

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees Directors of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba ▇▇▇▇ and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee director of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee director from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust charter (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees directors or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest common stock of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trusteesdirectors, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees directors of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee director nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee director nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba 2.1. ▇▇▇▇▇▇ covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (A) three (3) years from the completion date of this Agreement, (B) ten (10) days prior to the record date for the Fund’s 2027 annual meeting of shareholders shareholders, (including any adjournmentC) if the Fund has not commenced a Conditional Tender Offer within fifteen (15) Business Days of the applicable calendar quarter end if required to be commenced pursuant to the terms of this Agreement, postponement, rescheduling or continuation thereofthe date that is sixteen (16) or August 31, 2027, whichever is earlier Business Days after the applicable calendar quarter end and (D) such date that the Fund determines not to conduct a Conditional Tender Offer if required to be conducted pursuant to the terms of this Agreement (which date shall not include a determination to delay a Conditional Tender Offer pursuant to the last sentence of Section 1.1(e)) (the “Effective Standstill Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons of ▇▇▇▇▇▇ (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba ▇▇▇▇▇▇ or its affiliated persons) and representatives that are under (all such persons, collectively, the “▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇Entities”) and the directors, officers and employees of ▇▇▇▇▇▇ (such other personscollectively with the ▇▇▇▇▇▇ Entities, excluding the Saba RICs, “▇▇▇▇▇▇ Affiliates”) and its and their respective representatives, representatives not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), take any of the actions set forth below with respect to the Fund, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth belowBoard: (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any an otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately 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 recommendation of the Board of Trustees with respect to the Fund); (iii) any (i) tender or exchange offer for securities of the Fund (other than any Conditional Tender Offer contemplated by Section 1.1 or any other tender offer offered by the “Board”Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person from tendering Common Shares, receiving payment for Common Shares or otherwise participating in connection with any such transaction on the relevant matter same basis as other shareholders of the Fund or encouragement or advice solely among Saba and its Affiliatesfrom participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliatesthe existing group) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seekseek or encourage, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders of the Fund at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreementin accordance with Section 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Standstill Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws By-Laws of the Fund; (ig) seek to control or influence the management, Board or the Fund or the policies or management of the Fund; (jh) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of its current or former trustees or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent ▇▇▇▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇▇▇, or (C) responding to or complying with a validly initiated legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure structure, or (iv) any waiver, amendment or modification to the Charter or Bylaws By-Laws of the Fund or the Fund’s investment management agreements; (kj) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lk) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nl) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba▇▇▇▇▇▇, request that (ix) the Fund, the Board Board, or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates from communicating privately with the Fund’s trustees, officers and advisors of the Fund officers, investment adviser (including the AdvisorManager) and any sub-adviser, so long as (i) such private communications are not intended to and would not reasonably be reasonably determined expected to trigger public disclosure obligations for any Party. In addition, Party and (ii) such private communications do not violate the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting terms of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions the term “affiliate” with respect to ▇▇▇▇▇▇ shall not include (and the defined terms “▇▇▇▇▇▇”, “▇▇▇▇▇▇ Entities” and “▇▇▇▇▇▇ Affiliates” shall not include) any fund (except for separately operated affiliated registered investment adviser or any account or pooled investment vehicle now or in the Fund) future managed, advised or sub-advised by the Advisor, any member such separately operated affiliated registered investment adviser that is disaggregated from ▇▇▇▇▇▇ for purposes of Section 13(d) of the Board Securities Exchange Act of 1934 (a “Separate RIA”), provided that (i) any common shares of the Fund owned, controlled or held by such Separate RIA were acquired in their capacities as directors/trustees the ordinary course of any fund (except in their capacities as trustees such Separate RIA’s investment management business and not with the intent or purpose of influencing control of the Fund, and (ii) advised by the Advisor or the Advisor in connection with its management of another fundinformation barriers and related procedures between ▇▇▇▇▇▇ and each Separate RIA have been established and maintained. 2.2 Saba further 2.2. ▇▇▇▇▇▇ covenants and agrees that during the Effective Standstill Period, and provided that it (or any of the ▇▇▇▇▇▇ Affiliates) owns or controls Common Shares of the Fund, it will, and will cause each of its the ▇▇▇▇▇▇ Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, and to cause all Common Shares it and any other voting securities of the Fund it ▇▇▇▇▇▇ Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, all of the Common Shares and any other voting securities of the Fund it and its the ▇▇▇▇▇▇ Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the Board recommends a vote in favor of such proposal (including in favor of election of the nominees of the Board’s trustee nominees), and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board (including regarding the election of the Board’s trustee nominees to the Board or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba ▇▇▇▇▇▇ or its the ▇▇▇▇▇▇ Affiliates, 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 Fund so that Saba ▇▇▇▇▇▇ shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record dateShares. In no event shall Saba ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon 2.3. During the Standstill Period: (i) upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make ▇▇ Affiliates and (ii) ▇▇▇▇▇▇ shall take such reasonable actions as are necessary and practical to prevent the present and future ▇▇▇▇▇▇ Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4. ▇▇▇▇▇▇ represents and warrants 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 ▇▇▇▇▇▇ 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 statement agreement, organizational document or provision of law applicable to it. (d) ▇▇▇▇▇▇ beneficially owns, directly or indirectly, and has the sole power to vote all of the Common Shares of the Fund described in connection the recitals to this Agreement, and its ownership of such Common Shares has at all times complied with applicable provisions of the ECAT Litigation 1940 Act and the Exchange Act, and the rules under such Acts. (e) As of the date hereof, neither ▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇ Affiliates 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 ECAT/MUI Litigation that theyCommon Shares of the Fund. 2.5. The Fund and the Manager 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 their good faith professional judgmentaccordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, determine is reasonably appropriate organizational document or provision of law applicable to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba 2.1. ▇▇▇▇▇▇ covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (A) three (3) years from the completion date of this Agreement, (B) ten (10) days prior to the record date for the Fund’s 2027 annual meeting of shareholders shareholders, (including any adjournmentC) if the Fund has not commenced a Conditional Tender Offer within fifteen (15) Business Days of the applicable calendar quarter end if required to be commenced pursuant to the terms of this Agreement, postponement, rescheduling or continuation thereofthe date that is sixteen (16) or August 31, 2027, whichever is earlier Business Days after the applicable calendar quarter end and (D) such date that the Fund determines not to conduct a Conditional Tender Offer if required to be conducted pursuant to the terms of this Agreement (which date shall not include a determination to delay a Conditional Tender Offer pursuant to the last sentence of Section 1.1(e)) (the “Effective Standstill Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons of ▇▇▇▇▇▇ (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba ▇▇▇▇▇▇ or its affiliated persons) and representatives that are under (all such persons, collectively, the “▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇Entities”) and the directors, officers and employees of ▇▇▇▇▇▇ (such other personscollectively with the ▇▇▇▇▇▇ Entities, excluding the Saba RICs, “▇▇▇▇▇▇ Affiliates”) and its and their respective representatives, representatives not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), take any of the actions set forth below with respect to the Fund, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth belowBoard: (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any an otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately 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 recommendation of the Board of Trustees with respect to the Fund); (iii) any (i) tender or exchange offer for securities of the Fund (other than any Conditional Tender Offer contemplated by Section 1.1 or any other tender offer offered by the “Board”Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person from tendering Common Shares, receiving payment for Common Shares or otherwise participating in connection with any such transaction on the relevant matter same basis as other shareholders of the Fund or encouragement or advice solely among Saba and its Affiliatesfrom participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliatesthe existing group) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seekseek or encourage, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders of the Fund at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreementin accordance with Section 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Standstill Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws By-Laws of the Fund; (ig) seek to control or influence the management, Board or the Fund or the policies or management of the Fund; (jh) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of its current or former trustees or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent ▇▇▇▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇▇▇, or (C) responding to or complying with a validly initiated legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure structure, or (iv) any waiver, amendment or modification to the Charter or Bylaws By-Laws of the Fund or the Fund’s investment management agreements; (kj) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lk) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nl) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba▇▇▇▇▇▇, request that (ix) the Fund, the Board Board, or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates from communicating privately with the Fund’s trustees, officers and advisors of the Fund officers, investment adviser (including the AdvisorManager) and any sub-adviser, so long as (i) such private communications are not intended to and would not reasonably be reasonably determined expected to trigger public disclosure obligations for any Party. In addition, Party and (ii) such private communications do not violate the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting terms of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions the term “affiliate” with respect to ▇▇▇▇▇▇ shall not include (and the defined terms “▇▇▇▇▇▇”, “▇▇▇▇▇▇ Entities” and “▇▇▇▇▇▇ Affiliates” shall not include) any fund (except for separately operated affiliated registered investment adviser or any account or pooled investment vehicle now or in the Fund) future managed, advised or sub-advised by the Advisor, any member such separately operated affiliated registered investment adviser that is disaggregated from ▇▇▇▇▇▇ for purposes of Section 13(d) of the Board Securities Exchange Act of 1934 (a “Separate RIA”), provided that (i) any common shares of the Fund owned, controlled or held by such Separate RIA were acquired in their capacities as directors/trustees the ordinary course of any fund (except in their capacities as trustees such Separate RIA’s investment management business and not with the intent or purpose of influencing control of the Fund, and (ii) advised by the Advisor or the Advisor in connection with its management of another fundinformation barriers and related procedures between ▇▇▇▇▇▇ and each Separate RIA have been established and maintained. 2.2 Saba further 2.2. ▇▇▇▇▇▇ covenants and agrees that during the Effective Standstill Period, and provided that it (or any of the ▇▇▇▇▇▇ Affiliates) owns or controls Common Shares of the Fund, it will, and will cause each of its the ▇▇▇▇▇▇ Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, and to cause all Common Shares it and any other voting securities of the Fund it ▇▇▇▇▇▇ Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, all of the Common Shares and any other voting securities of the Fund it and its the ▇▇▇▇▇▇ Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the Board recommends a vote in favor of such proposal (including in favor of election of the nominees of the Board’s trustee nominees), and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board (including regarding the election of the Board’s trustee nominees to the Board or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba ▇▇▇▇▇▇ or its the ▇▇▇▇▇▇ Affiliates, 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 Fund so that Saba ▇▇▇▇▇▇ shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record dateShares. In no event shall Saba ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon 2.3. During the Standstill Period: (i) upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make ▇▇ Affiliates and (ii) ▇▇▇▇▇▇ shall take such reasonable actions as are necessary and practical to prevent the present and future ▇▇▇▇▇▇ Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4. ▇▇▇▇▇▇ represents and warrants 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 ▇▇▇▇▇▇ 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 statement agreement, organizational document or provision of law applicable to it. (d) ▇▇▇▇▇▇ beneficially owns, directly or indirectly, and has the sole power to vote all of the Common Shares of the Fund described in connection the recitals to this Agreement, and its ownership of such Common Shares has at all times complied with applicable provisions of the ECAT Litigation 1940 Act and the Exchange Act, and the rules under such Acts. (e) As of the date hereof, neither ▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇ Affiliates 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 ECAT/MUI Litigation that theyCommon Shares of the Fund. 2.5. The Fund and the Manager 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 their good faith professional judgmentaccordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, determine is reasonably appropriate organizational document or provision of law applicable to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 's 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “"Effective Period”"), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “"affiliated persons” " (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s 's control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “"Affiliates”") and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “"solicitation” " of “"proxies” " or become a “"participant” " in any such “"solicitation” " as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “"Board”") with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “"Charter”") or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s 's management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s 's investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “"Common Shares”"), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“"Mirror Voting”") in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s 's trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s 's trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s 's recommendations on any other matter submitted to the Fund’s 's shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s 's agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s 's counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is is, with respect to the applicable Fund, the earlier of (a) the day following the completion of the respective Fund’s 2027 annual meeting 's 2025 Annual Meeting of shareholders Shareholders; (including b) such date that the respective Fund determines not to conduct the Tender Offer pursuant to Section 1.1(d) (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(d) and provided that the board of directors of the respective Fund shall provide, within one (1) calendar day, written notice to Saba of any adjournmentsuch determination not to conduct or delay its Tender Offer); and (c) the date that is 60 days prior to the last date that a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act or director nomination is permitted to be submitted to such respective Fund for such Fund's 2026 Annual Meeting of Shareholders (calculated and applied separately with respect to each of EMO, postponementCEM and CTR, rescheduling or continuation thereof) or August 31each a respective, 2027, whichever is earlier (the “"Effective Period”"), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control's control (each such persons, a "Saba Entity" or collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, and excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the such Fund and the AdvisorAdviser, take any of the actions with respect to such Fund or SCD (and together with the Fund Funds, the "ClearBridge Funds") as set forth below:below (the term Fund here forth in this Section 2.1 shall include SCD): (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 recommendation of the Board of Trustees of the Fund (the “Board”) management with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst ▇▇▇▇ and its Affiliates and the Saba Entities); (iii) any (i) tender or exchange offer for securities of the Fund (aside from a Tender Offer contemplated by Section 1 of this Agreement or any other tender offer offered by each Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets (collectively, a "Merger") of the Fund (other than a proposal by the board of directors of a Fund in connection with a prospective Merger), or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to each Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering Common Shares, receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the respective Fund's board of directors, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba may short sell broad based indices); (db) form, join or in any way participate in any “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its AffiliatesAffiliates and the Saba Entities) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee director of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Affiliates and the Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicableEntities; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Boardboard of directors of the Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the Boardboard of directors of the Fund, or (ii) the removal or resignation of any trustee from member of the Boardboard of directors of the Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the applicable Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federalMaryland, Delaware or New York or Delaware law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Board Adviser, the Sub-Adviser (each, solely with respect to the Fund), the board of directors of each Fund or policies of each Fund to control or influence the Adviser, the Sub-Adviser (each, solely with respect to the Fund) or the Fund board of directors of the Fund, or the policies or management of the Fund; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of the current or former directors or officers (each solely in their capacity as a director or officer of the Fund) (including derivative actions) of such Fund; provided, however, that for the avoidance of doubt, the foregoing shall not prevent Saba Entities from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇, the Saba Private Funds or their respective Affiliates, (C) bringing litigation to enforce its rights with respect to claims that arise out of acts or omissions that occur after the date of the Agreement, or (D) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Boardboard of directors of the ClearBridge Funds, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the FundClearBridge Funds, (iii) any other material change in the Fund’s 's management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreementsClearBridge Funds; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board board of directors of the Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board board of directors of the Fund to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the any Fund (including the AdvisorAdviser or Sub-Adviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund Common Shares held by a ▇▇▇▇ ▇▇▇ proportionately in accordance with the method prescribed in the same proportion as second clause of Section 12(d)(1)(E)(iii)(aa) of the vote of all other holders of such security 1940 Act (“"Mirror Voting”") and/or in accordance with the proxy voting policy of such a ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this AgreementPeriods. Notwithstanding anything herein to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisorcontrary, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor restrictions on Saba in connection with its management or as it relates to SCD shall no longer be in force upon the conclusion of another fundany Effective Period. 2.2 Saba further covenants and agrees that during the each Effective Period, it will, and will cause each of its Affiliates and the Saba Entities (with the exception of the Saba RICs) to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund applicable Fund, including for the avoidance of doubt the 2024 Annual Meeting and a meeting of shareholders related to the approval of a Merger between or among CEM, CTR, EMO and/or SCD and to cause all Common Shares shares it and any other voting securities of the Fund it Saba Entities beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; provided that such merger is effected after the Tender Offer expires; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund applicable Fund, including for the avoidance of doubt the 2024 Annual Meeting and a meeting of shareholders related to the approval of a Merger of two or more Funds, all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the board of directors of the applicable Fund recommends a vote in favor of such proposal (including in favor of election of the Board’s trustee nominees, nominees of the board of directors of the applicable Fund for election as a director of the Fund and in favor of the approval of a Merger of two or more Funds) and (ii) against any proposal with respect to which the board of directors of the applicable Fund recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board board of directors of the applicable Fund (including regarding the election of the Board’s trustee nominees of the board of directors of a Fund or a shareholder proposal submitted to the a Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba or any of its Affiliates ▇▇▇▇ lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 a Fund so that Saba ▇▇▇▇ shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the a Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates and the Saba Entities. Saba shall take all actions practical to prevent its present and future general partners, members, directors, officers and Affiliates, and any Saba Entity, from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) ▇▇▇▇ beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the Saba RICs, which shall be subject to Mirror Voting in accordance with the respective proxy voting policies in place for each ▇▇▇▇ ▇▇▇), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and As of the date hereof, neither Saba nor any of its and their respective Related Parties not Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed with or furnished to the SEC or through the press, media, social media, analysts hedging transactions or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliatesderivative agreement, or any securities lending or short sale arrangements, of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein any nature with respect to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or Common Shares. 2.5 Each of the directors of such UK Listed ClearBridge Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesAdviser and the Sub-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.

Additional Agreements. 2.1 Saba (a) Until the Termination Date, each party covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it will notnot institute, and will cause solicit, assist, opt into, or join (or threaten to do so) any litigation, action, complaint, arbitration or other proceeding against or involving the other party or any of its current and former or future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsstockholders or Affiliates (including derivative actions, “affiliated persons” (direct class actions or otherwise), to assert any claims against the other party or any of its current or former or future directors, officers, employees, stockholders or Affiliates arising out of any facts known by such party as defined in of the 1940 Act but which, for purposes Effective Date; provided that this Section 4(a) shall not prohibit any claim with respect to the enforcement of or a breach of this Agreement. (b) Armistice and the Company agree that for a period of two (2) years following the Effective Date, shall (x) exclude the Saba RICs but (y) include (without limitation) neither it nor they, nor any account of their respective employees, directors, managers or other pooled investment vehicle now or in the future managedrepresentatives, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s controlshall, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and shall cause each of their respective representativesemployees, directors, managers or representatives not to, directly or indirectly, alone in any capacity or in concert with others (including by directingmanner, requesting or suggesting that the Saba RICs or any other person take any actions set forth below)make, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisorexpress, take any of the actions with respect to the Fund as set forth below: (a) effecttransmit, seekspeak, offerwrite, engage in, propose (whether publicly verbalize or otherwise and whether or not subject to conditions) communicate in any way (or cause, further, assist, solicit, encourage, support or participate in or act to, or assist any other person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any mergerremark, consolidationcomment, business combination or acquisition or disposition of assets of the Fundmessage, or (ii) recapitalizationinformation, restructuringdeclaration, open-ending, liquidation, dissolution communication or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting statement of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ kind, whether verbal, in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; providedwriting, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act electronically transferred or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted that might reasonably be construed to the Fund’s shareholders. For the avoidance of doubt, if Saba be derogatory or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with the intent of disposingcritical of, or resulting in the disposition ofnegative toward, its rights to vote any of the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes constitute an ad hominem attack on, or otherwise, whether true or false, otherwise disparages, defamesdefames or damages the reputation or good name of (i) in the case of Armistice, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities any of the FundCompany’s independent directors as of the date hereof, including the Advisor Resigning Directors, and (ii) in the case of the Company, Armistice or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employeesArmistice Affiliate. Notwithstanding anything herein the above, nothing in this Agreement shall prohibit any party from making any statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant party thereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such party must provide written notice to the contraryapplicable other party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Agreement, this Section 2.4 and reasonably consider any comments of such other party. The limitations set forth above shall not apply prevent any party from responding to UK Listed Funds (as defined any public statement made by the other party of the nature described above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as if such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee by the other party was made in breach of ECAT, MUI, this Agreement. (c) The Company agrees to have each of a proposal for “say-on-pay” and frequency of “say-on-pay” to be put before shareholders of the Advisor or their respective affiliatesCompany at the 2022 Annual Meeting.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants (i) The H Partners Group agrees (A) to cause its Affiliates and agrees that during Representatives to comply with the period from the date terms of this Agreement through the date and (B) that is the day following the completion it shall be responsible for any breach of this Agreement by any such Affiliate or Representative. A breach of this Agreement by an Affiliate or Representative of any member of the Fund’s 2027 H Partners Group, if such Affiliate or Representative is not a party hereto, shall be deemed to occur if such Affiliate or Representative engages in conduct that would constitute a breach of this Agreement if such Affiliate or Representative were a party hereto to the same extent as the H Partners Group. (ii) During the Cooperation Period, the H Partners Group agrees that it shall, and shall cause each of its Affiliates to, appear in person or by proxy at each annual or special meeting of shareholders the stockholders of the Company (including each, a “Stockholder Meeting”) and vote all Voting Securities beneficially owned, directly or indirectly, by the H Partners Group or such Affiliate (or which the H Partners Group or such Affiliate has the right or ability to vote) at such meeting (A) in favor of the slate of directors recommended by the Board, (B) against the election of any adjournmentnominee for director not approved, postponementrecommended and nominated by the Board for election at any such meeting, rescheduling or continuation thereofand (C) or August 31in accordance with the Board’s recommendation with respect to any other matter presented at such meeting; provided, 2027that the H Partners Group shall be permitted to vote in its sole discretion with respect to any proposals relating to an Extraordinary Transaction. (iii) At all times while the New Director is serving as a member of the Board, whichever is earlier the restrictions contained in the Company’s policies, codes, procedures and guidelines applicable to the New Director (the “Effective Period”in his capacity as such), it will not, including the Company’s Code of Business Conduct and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, Ethics and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇restrictions on ▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇▇▇▇ or any of its Affiliates to take any with respect to, securities of the actions prohibited by this Section 2.1. Nothing herein Company are, and shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended apply to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any each member of the Board in their capacities as directors/trustees of any fund H Partners Group (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Periodincluding, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased Affiliates of H Partners subsequently created or otherwise acquired voting after the date of this Agreement). (iv) During the Cooperation Period, (A) upon written request from the Company, the H Partners Group will promptly provide the Company with information regarding the amount of the securities of the FundCompany then beneficially owned by the H Partners Group, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to (B) the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba H Partners Group will notify the Fund in writing Company within one Business Day of such time as the H Partners Group continuously Beneficially Owns less than the Minimum Ownership Level, and (C) the H Partners Group will notify the Company within one Business Day of the number of Common Shares or any other voting securities earlier to occur of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (ax) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates consummation of any Substantial Disposition (as defined below) and (y) entry into any agreement or arrangement in Rule 12b-2 respect of a Substantial Disposition. Such information provided to the Company will be kept strictly confidential unless required to be disclosed pursuant to law, legal process, subpoena, the rules of any stock exchange or any legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the Company. (v) Each Party agrees that, during the Cooperation Period, it shall not institute, solicit, join or assist in any litigation, arbitration or other proceeding (each, a “Legal Proceeding”) against or involving the other Party, any Affiliate of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, Party or any of their respective current or former principalsdirectors or officers (including derivative actions), directorsother than (a) to enforce the provisions of this Agreement or (b) to make counterclaims with respect to any proceeding initiated by, trusteesor on behalf of one Party or its Affiliates against the other Party or its Affiliates; provided, membershowever, general partners, officers or employees. Notwithstanding anything herein to that the contrary, this Section 2.4 foregoing shall not apply prevent any Party or any of its Representatives from responding to UK Listed Funds oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (as defined aboveeach, a “Legal Requirement”) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the ECAT Litigation suggestion of such Party; provided, further, that in the event any Party or any of its Representatives receives such Legal Requirement, such Party shall give prompt written notice of such Legal Requirement to the ECAT/MUI Litigation other Party (except where such notice would be legally prohibited or not practicable). Each Party represents and warrants that they, in their good faith professional judgment, determine is reasonably appropriate to advance neither it nor any assignee has filed any lawsuit against the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesother Party.

Additional Agreements. 2.1 Saba covenants and agrees that during (a) Unless the period Company or the Board has breached any material provision of this, which breach has not been cured within five (5) business days following the receipt of written notice from the date of this Agreement through Icahn Group specifying any such breach, solely in connection with the date that is the day following the completion 2024 Annual Meeting, each member of the Fund’s 2027 annual meeting Icahn Group shall (1) cause, in the case of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it will notall Voting Securities owned of record, and will (2) instruct and cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba record owner, in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act case of all Voting Securities beneficially owned but which, for purposes not owned of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not torecord, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 toit, or assist by any other person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b)Icahn Affiliate, in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting the 2024 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be counted present for quorum purposes and to be voted, at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2024 Annual Meeting, (B) against any nominees that are not nominated by the Board for election at the 2024 Annual Meeting, (C) against any stockholder proposal to increase the size of the Board, and (D) in favor of the ratification of the Company’s auditors. Except as present thereat for purposes of a quorum; andprovided in the foregoing sentence or otherwise in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2024 Annual Meeting. (b) vote or cause Unless the Icahn Group has elected to be voted at all annual and special meetings of shareholders terminate the obligations of the Fund all Common Shares Icahn Group and any other voting securities the Company under this Section 2(b) as a result of the Fund it breach by the Company or the Board of any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, then (I) the Company will nominate the Icahn Designees for election as directors at the 2024 Annual Meeting, and the Company shall use reasonable best efforts to cause the election of the Icahn Designees so nominated by the Company (including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting (assuming they consent thereto) and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its Affiliates other nominees in the aggregate) and (II) each member of the Icahn Group will, in connection with the 2024 Annual Meeting, (1) cause, in the case of all Voting Securities owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially own owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, in each case as of the record date and is legally for the 2024 Annual Meeting or as to which the member of the Icahn Group otherwise has the power to vote or direct the vote, in each case that are entitled to vote at the 2024 Annual Meeting, to be present for such meeting quorum purposes and to be voted at the 2024 Annual Meeting or at any adjournment or postponement thereof, (A) for each director nominated by the Board for election at the 2024 Annual Meeting, (B) against any (i) stockholder proposal to increase the size of the Board and (ii) nominees that are not nominated by the Board for election at the 2024 Annual Meeting, and (C) in favor of election the ratification of the BoardCompany’s trustee nominees, (ii) against any proposal made auditors. Except as provided in opposition to, the foregoing sentence or otherwise in competition or inconsistent withthis Agreement, the recommendation Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at the 2024 Annual Meeting. (c) Unless the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the receipt of written notice from the Icahn Group specifying any such breach, for any special meeting of stockholders that includes a proposal to remove directors or to expand the Board and add directors, then so long as (x) any Icahn Designee (or Replacement Designee) is a member of the Board regarding at the election time of such special meeting, (y) the Icahn Group has the right to designate a Replacement Designee at such time (including at such special meeting) and/or (z) the members of the Board’s trustee nominees or a shareholder proposal submitted Icahn Group were required to vote in favor of the Fund directors nominated by the Board pursuant to Rule 14a-8 under Section 2(a) or 2(b) at the Exchange Act or otherwisemost recent prior annual meeting of stockholders, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (iii2) instruct and cause the record owner, in accordance with the Board’s recommendations on case of all Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any other matter submitted to the Fund’s shareholders. For the avoidance of doubtIcahn Affiliate, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, each case as applicable, shall recall any such stock loan in advance of the record date for any vote of the applicable special meeting or consent by as to which the shareholders member of the Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for Icahn Group otherwise has the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with the intent of disposing, or resulting in the disposition of, its rights power to vote or direct the vote, in each case that are entitled to vote at such special meeting, to be present for quorum purposes and to be voted at such special meeting or at any of the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (not coupled with any repurchase agreement adjournment or similar reacquisition agreement) shall not be considered a prohibited sale of voting rights in contravention of this Section 2.2. Notwithstanding the foregoingpostponement thereof, (A) Saba shall have no obligations under Section 2.2(a) for each director nominated or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of supported by the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement Board for election at such special meeting and (B) against any (i) proposal to remove directors or increase the size of the Board and (ii) nominees that are not nominated or supported by the Board for election at such special meeting. Except as provided in the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased foregoing sentence or otherwise acquired in this Agreement, the Icahn Group shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at such special meeting. (d) As used in this Agreement, the term “Voting Securities” shall mean the Common Shares that such person has the right to vote or has the right to direct the vote. For purposes of this Section 2, no person shall be, or be deemed to be, the “beneficial owner” of, or to “beneficially own,” any securities beneficially owned by any director of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, Company to the extent permitted such securities were acquired directly from the Company by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request director as or pursuant to director compensation for serving as a director of the FundCompany. For purposes of this Agreement, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (ax) the ECAT Litigation and (b) term “Affiliate” shall have the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined meaning set forth in Rule 12b-2 of promulgated by the SEC under the Exchange Act, and the term “Icahn Affiliate” shall mean such Affiliates that are controlled by the members of the Icahn Group, and (y) and its and their respective Related Parties not to make or cause to be made, the term “Associate” shall mean (A) any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts trust or other personsestate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, that constitutes an ad hominem attack on, and (B) any relative or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities spouse of the Fund, the Advisor or any of their respective affiliatessuch person, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors relative of such UK Listed Funds. Notwithstanding anything herein to spouse, who has the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long same home as such statement does not constitute an ad hominem attack on person or who is a director or officer of such person or of any current of its parents or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatessubsidiaries.

Additional Agreements. 2.1 Saba 2.1. ▇▇▇▇▇▇ covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (A) three (3) years from the completion date of this Agreement, (B) ten (10) days prior to the record date for the Fund’s 2027 annual meeting of shareholders shareholders, (including any adjournmentC) if the Fund has not commenced a Conditional Tender Offer within fifteen (15) Business Days of the applicable calendar quarter end if required to be commenced pursuant to the terms of this Agreement, postponement, rescheduling or continuation thereofthe date that is sixteen (16) or August 31, 2027, whichever is earlier Business Days after the applicable calendar quarter end and (D) such date that the Fund determines not to conduct a Conditional Tender Offer if required to be conducted pursuant to the terms of this Agreement (which date shall not include a determination to delay a Conditional Tender Offer pursuant to the last sentence of Section 1.1(e)) (the “Effective Standstill Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons of ▇▇▇▇▇▇ (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba ▇▇▇▇▇▇ or its affiliated persons) and representatives that are under (all such persons, collectively, the “▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇Entities”) and the directors, officers and employees of ▇▇▇▇▇▇ (such other personscollectively with the ▇▇▇▇▇▇ Entities, excluding the Saba RICs, “▇▇▇▇▇▇ Affiliates”) and its and their respective representatives, representatives not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), take any of the actions set forth below with respect to the Fund, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth belowBoard: (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any an otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately 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 recommendation of the Board of Trustees with respect to the Fund); (iii) any (i) tender or exchange offer for securities of the Fund (other than any Conditional Tender Offer contemplated by Section 1.1 or any other tender offer offered by the “Board”Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person from tendering Common Shares, receiving payment for Common Shares or otherwise participating in connection with any such transaction on the relevant matter same basis as other shareholders of the Fund or encouragement or advice solely among Saba and its Affiliatesfrom participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliatesthe existing group) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee director of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seekseek or encourage, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee director from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders of the Fund at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreementin accordance with Section 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Standstill Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust charter (the “Charter”) or Bylaws By-Laws of the Fund; (ig) seek to control or influence the management, Board or the Fund or the policies or management of the Fund; (jh) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of its current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent ▇▇▇▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇▇▇, or (C) responding to or complying with a validly initiated legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure structure, or (iv) any waiver, amendment or modification to the Charter or Bylaws By-Laws of the Fund or the Fund’s investment management agreements; (kj) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lk) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nl) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba▇▇▇▇▇▇, request that (ix) the Fund, the Board Board, or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates from communicating privately with the trusteesFund’s directors, officers and advisors of the Fund officers, investment adviser (including the AdvisorManager) and any sub-adviser, so long as (i) such private communications are not intended to and would not reasonably be reasonably determined expected to trigger public disclosure obligations for any Party. In addition, Party and (ii) such private communications do not violate the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting terms of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions the term “affiliate” with respect to ▇▇▇▇▇▇ shall not include (and the defined terms “▇▇▇▇▇▇”, “▇▇▇▇▇▇ Entities” and “▇▇▇▇▇▇ Affiliates” shall not include) any fund (except for separately operated affiliated registered investment adviser or any account or pooled investment vehicle now or in the Fund) future managed, advised or sub-advised by the Advisor, any member such separately operated affiliated registered investment adviser that is disaggregated from ▇▇▇▇▇▇ for purposes of Section 13(d) of the Board Securities Exchange Act of 1934 (a “Separate RIA”), provided that (i) any common shares of the Fund owned, controlled or held by such Separate RIA were acquired in their capacities as directors/trustees the ordinary course of any fund (except in their capacities as trustees such Separate RIA’s investment management business and not with the intent or purpose of influencing control of the Fund, and (ii) advised by the Advisor or the Advisor in connection with its management of another fundinformation barriers and related procedures between ▇▇▇▇▇▇ and each Separate RIA have been established and maintained. 2.2 Saba further 2.2. ▇▇▇▇▇▇ covenants and agrees that during the Effective Standstill Period, and provided that it (or any of the ▇▇▇▇▇▇ Affiliates) owns or controls Common Shares of the Fund, it will, and will cause each of its the ▇▇▇▇▇▇ Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, and to cause all Common Shares it and any other voting securities of the Fund it ▇▇▇▇▇▇ Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund Fund, including for the avoidance of doubt the 2024 Annual Meeting of Shareholders of the Fund, all of the Common Shares and any other voting securities of the Fund it and its the ▇▇▇▇▇▇ Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the Board recommends a vote in favor of such proposal (including in favor of election of the nominees of the Board’s trustee nominees), and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board (including regarding the election of the Board’s trustee nominees to the Board or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba ▇▇▇▇▇▇ or its the ▇▇▇▇▇▇ Affiliates, 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 Fund so that Saba ▇▇▇▇▇▇ shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record dateShares. In no event shall Saba ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon 2.3. During the Standstill Period: (i) upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make ▇▇ Affiliates and (ii) ▇▇▇▇▇▇ shall take such reasonable actions as are necessary and practical to prevent the present and future ▇▇▇▇▇▇ Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4. ▇▇▇▇▇▇ represents and warrants 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 ▇▇▇▇▇▇ 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 statement agreement, organizational document or provision of law applicable to it. (d) ▇▇▇▇▇▇ beneficially owns, directly or indirectly, and has the sole power to vote all of the Common Shares of the Fund described in connection the recitals to this Agreement, and its ownership of such Common Shares has at all times complied with applicable provisions of the ECAT Litigation 1940 Act and the Exchange Act, and the rules under such Acts. (e) As of the date hereof, neither ▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇ Affiliates 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 ECAT/MUI Litigation that theyCommon Shares of the Fund. 2.5. The Fund and the Manager 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 their good faith professional judgmentaccordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, determine is reasonably appropriate organizational document or provision of law applicable to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba 2.1. ▇▇▇ covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (a) such date that the completion Fund determines not to conduct the Tender Offer pursuant to Section 1.1(d) (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(d)) and provided that the Fund shall provide, within three (3) calendar days, written notice to ▇▇▇ of any such determination not to conduct or to delay the Tender Offer, and (b) the third anniversary of the Fund’s 2027 annual meeting date of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier this Agreement (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on its behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba ▇▇▇ or its affiliated persons) and parties and representatives that are under directly or indirectly controlling or controlled by ▇▇▇▇’s control, as of the date of this Agreement and any other current and future persons controlled by or under common control with Sabain the future, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not towill not, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisora fund or management of a fund, take any of the actions with respect to the Fund or each fund listed on Exhibit A hereto (collectively, the “Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Funds”, individually, a “Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund”), as set forth below: (a) effect, seek/seek to, offer/offer to, engage in, propose/propose to (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/seek to, engage in, offer or propose/propose to (whether publicly or otherwise) or cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 recommendation of the management of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund with respect to such fund in connection with such matter) with respect to such fund; (iii) any (i) tender or exchange offer for securities of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (aside from the Tender Offer contemplated by Section 1 or any other tender offer offered by a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar transaction with respect to a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (it being understood that the foregoing shall not restrict any person from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same basis as other shareholders of such fund or from participating in any such transaction that has been approved by the Board of Trustees Trustees/Directors of the Fund such fund (the “Board”) with respect ), subject to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliatesterms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (for the securities issued by the Fundavoidance of doubt ▇▇▇ ▇▇▇ short sell broad based indices); (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund or in connection with seeking the election or removal of any trustee member of the a Board of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund; (ec) deposit any securities of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund in any voting trust or subject any securities of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund to any arrangement or agreement with respect to the voting of the securities of the Fundsuch fund, including, without limitation, lend any securities of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or to execute a written consent of the Fund with respect to such securities or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable▇▇▇; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, or (ii) the removal or resignation of any trustee from member of the BoardBoard of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund under federalthe laws of the jurisdiction in which such fund was organized, Delaware or New York law or under any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Board Administrator, the Adviser or their affiliates, the management of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund or their affiliates or the Fund or the policies or management Board of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund or any of the current or former board members or officers (including derivative actions) of such fund; provided, however, that for the avoidance of doubt the foregoing shall not prevent ▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund against ▇▇▇, or (C) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees board members or the filling of any vacancies on the BoardBoard of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, (iii) any other material change in the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund’s management, businessbusiness or organizational structure with respect to a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws organizational documents of the Fund or the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in publicly request (x) that a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, the Board of such fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates ▇▇▇ from communicating privately with the trusteesboard members, officers officers, and advisors investment adviser(s) of the any Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund (including the AdvisorAdministrator, the Adviser or their affiliates) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, Party or affiliated person (as defined in the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote ▇) of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇any Party. 2.2. ▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, and to cause all Common Shares and any other voting securities of the Fund it shares ▇▇▇ beneficially owns of such fund as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, all Common Shares and any other voting securities of the Fund it and its Affiliates shares ▇▇▇ beneficially own owns of such fund as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the Board of such fund recommends a vote in favor of such proposal (including in favor of election of the Board’s trustee nominees, nominees for election) and (ii) against any proposal with respect to which the Board of such fund recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board of such fund (including regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund such fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) ). ▇▇▇ also agrees to promptly respond to any request by a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund that shares beneficially owned by ▇▇▇ have been voted in accordance with the Board’s recommendations on any other matter submitted foregoing or that proxies have been returned by ▇▇▇ consistent with the foregoing with respect to such shares prior to the applicable annual or special meeting of shareholders of a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund’s shareholders. For the avoidance of doubt, if Saba or If any of its Affiliates ▇▇▇ lends any Common Shares shares of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund so that Saba ▇▇▇ shall have full voting rights with respect to all such loaned Common Shares shares which shall be voted in accordance with this Section 2.2(b). (except for c) Notwithstanding anything to the Saba RICscontrary in Section 2.2(b), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities vote against the recommendation of the Fund, such Board of a Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, Fixed Income Closed-End Fund (or abstain from voting) with respect to the extent permitted by applicable law and the proxy voting any proposal to change any investment policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesthe fund that may be changed only if authorized in accordance with Section 13(a) of the 1940 Act. 2.3 2.3. Upon the written request of the a Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, which shall be made but no more frequently than once each fiscal year of the each Franklin ▇▇▇▇▇▇▇▇▇ Fixed Income Closed-End Fund, Saba ▇▇▇ will notify the Fund such fund in writing of the number of Common Shares or any other voting securities of the Fund shares beneficially owned by it and its Affiliates▇▇▇. ▇▇▇ shall take all actions practical to prevent ▇▇▇ from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with 2.4. ▇▇▇ represents and warrants as follows: (a) It has the ECAT Litigation 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 ▇▇▇ in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) ▇▇▇ beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraph), Saba shall refrain from makingrecitals to this Agreement, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares by ▇▇▇ has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and its and their respective Related Parties As of the date hereof, ▇▇▇ is not a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with or furnished respect to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Common Shares. 2.5. The Fund, the Advisor or Administrator 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 their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein law applicable to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba 2.1. ▇▇▇▇▇▇ covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (A) three (3) years from the completion date of this Agreement, (B) ten (10) days prior to the record date for the Fund’s 2027 annual meeting of shareholders shareholders, and (including any adjournmentC) if the Fund has not commenced the Tender Offer within fifteen (15) business days of the Trigger Date to the extent required to be commenced pursuant to the terms of this Agreement, postponement, rescheduling or continuation thereofthe date that is sixteen (16) or August 31, 2027, whichever is earlier business days after the Trigger Date (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(f)) (the “Effective Standstill Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons of ▇▇▇▇▇▇ (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba Karpus or its affiliated persons) and representatives that are under ▇▇▇▇’s control(all such persons, and any other current and future persons controlled by or under common control with Sabacollectively, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇the “▇▇▇▇▇▇ Entities”) and the directors, officers and employees of Karpus (such other personscollectively with the ▇▇▇▇▇▇ Entities, excluding the Saba RICs, “▇▇▇▇▇▇ Affiliates”) and its and their respective representatives, representatives not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), take any of the actions set forth below with respect to the Fund, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth belowBoard: (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any an otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately 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 recommendation of the Board of Trustees with respect to the Fund); (iii) any (i) tender or exchange offer for securities of the Fund (other than the “Board”Tender Offer contemplated by Section 1.1 or any other tender offer offered by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person from tendering Common Shares, receiving payment for Common Shares or otherwise participating in connection with any such transaction on the relevant matter same basis as other shareholders of the Fund or encouragement or advice solely among Saba and its Affiliatesfrom participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliatesthe existing group) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee director of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba Karpus and its the ▇▇▇▇▇▇ Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seekseek or encourage, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee director from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders of the Fund at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreementin accordance with Section 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Standstill Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust charter (the “Charter”) or Bylaws By-Laws of the Fund; (ig) seek to control or influence the management, Board or the Fund or the policies or management of the Fund; (jh) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of its current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent ▇▇▇▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇▇▇, or (C) responding to or complying with a validly initiated legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure structure, or (iv) any waiver, amendment or modification to the Charter or Bylaws By-Laws of the Fund or the Fund’s investment management agreements; (kj) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lk) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nl) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba▇▇▇▇▇▇, request that (ix) the Fund, the Board Board, or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba ▇▇▇▇▇▇ and its the ▇▇▇▇▇▇ Affiliates from communicating privately with the trusteesFund’s directors, officers and advisors of the Fund officers, investment adviser (including the AdvisorManager) and any sub-adviser, so long as (i) such private communications are not intended to and would not reasonably be reasonably determined expected to trigger public disclosure obligations for any Party. In addition, Party and (ii) such private communications do not violate the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting terms of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions the term “affiliate” with respect to ▇▇▇▇▇▇ shall not include (and the defined terms “▇▇▇▇▇▇”, “▇▇▇▇▇▇ Entities” and “▇▇▇▇▇▇ Affiliates” shall not include) any fund (except for separately operated affiliated registered investment adviser or any account or pooled investment vehicle now or in the Fund) future managed, advised or sub-advised by the Advisor, any member such separately operated affiliated registered investment adviser that is disaggregated from ▇▇▇▇▇▇ for purposes of Section 13(d) of the Board Securities Exchange Act of 1934 (a “Separate RIA”), provided that (i) any common shares of the Fund owned, controlled or held by such Separate RIA were acquired in their capacities as directors/trustees the ordinary course of any fund (except in their capacities as trustees such Separate RIA’s investment management business and not with the intent or purpose of influencing control of the Fund, and (ii) advised by the Advisor or the Advisor in connection with its management of another fundinformation barriers and related procedures between ▇▇▇▇▇▇ and each Separate RIA have been established and maintained. 2.2 Saba further 2.2. ▇▇▇▇▇▇ covenants and agrees that during the Effective Standstill Period, and provided that it (or any of the ▇▇▇▇▇▇ Affiliates) owns or controls Common Shares of the Fund, it will, and will cause each of its the ▇▇▇▇▇▇ Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund, including for the avoidance of doubt the 2024 Annual Meeting and the meeting of shareholders related to shareholder approval of certain Interval Fund Conversion Approvals, and to cause all Common Shares it and any other voting securities of the Fund it ▇▇▇▇▇▇ Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund, including for the avoidance of doubt the 2024 Annual Meeting and the meeting of shareholders related to shareholder approval of certain Interval Fund Conversion Approvals, all of the Common Shares and any other voting securities of the Fund it and its the ▇▇▇▇▇▇ Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the Board recommends a vote in favor of such proposal (including in favor of election of the Board’s trustee nomineesnominees of the Board and in favor of the Interval Fund Conversion Approvals proposed to shareholders), and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board (including regarding the election of the Board’s trustee nominees to the Board or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba ▇▇▇▇▇▇ or any of its the ▇▇▇▇▇▇ Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba ▇▇▇▇▇▇ or its the ▇▇▇▇▇▇ Affiliates, 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 Fund so that Saba Karpus shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record dateShares. In no event shall Saba ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon 2.3. During the Standstill Period: (i) upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make ▇▇ Affiliates and (ii) ▇▇▇▇▇▇ shall take such reasonable actions as are necessary and practical to prevent the present and future ▇▇▇▇▇▇ Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4. Karpus represents and warrants 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 Karpus 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 statement agreement, organizational document or provision of law applicable to it. (d) ▇▇▇▇▇▇ beneficially owns, directly or indirectly, and has the sole power to vote all of the Common Shares of the Fund described in connection the recitals to this Agreement, and its ownership of such Common Shares has at all times complied with applicable provisions of the ECAT Litigation 1940 Act and the Exchange Act, and the rules under such Acts. (e) As of the date hereof, neither ▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇ Affiliates 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 ECAT/MUI Litigation that theyCommon Shares of the Fund. 2.5. The Fund and the Manager 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 their good faith professional judgmentaccordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, determine is reasonably appropriate organizational document or provision of law applicable to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba (i) USAi hereby covenants and agrees that during so long as Liberty (A) does not increase its percentage ownership of USAi's combined equity and debt (calculated in accordance with the period from Communications Act and the date of this Agreement through FCC Regulations) (other than any such increase which occurs pursuant to the date that is the day following the completion terms of the Fund’s 2027 annual meeting Shareholder Arrangements or any other arrangements to which USAi and Liberty are parties or as a result of shareholders (including any adjournment, postponement, rescheduling actions taken by USAi or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”its subsidiaries), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the futureB) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” Beneficially Owns (as defined in the 1940 Governance Agreement) at least two-thirds of the number of Equity Securities (as defined in the Governance Agreement) Beneficially Owned by it immediately prior to February 12, 1998 (appropriately adjusted to reflect any stock splits and the like), it will not (and will not cause or permit any of its subsidiaries to) take any action in connection with or relating to the Esperanza Transaction that would reasonably be expected to, or fail to ▇ake any action in connection with or relating to the Esperanza Transaction which failure would reasonably be expecte▇ ▇▇, ▇▇▇e the ownership by Liberty, Liberty HSN or Liberty HSN II of the Exchange Shares or any other material assets of such persons (including specifically (but without limiting the foregoing) Liberty's ownership interest in certain cable television systems and related businesses located in the Commonwealth of Puerto Rico) unlawful or result in a violation of any law, rule, regulation, order or decree (including, but not limited to, the Communications Act but whichand the FCC Regulations) or impose material additional restrictions or limitations on such person's full rights of ownership of the Exchange Shares or the ownership of its other material assets or the operation of its businesses (provided, that for purposes of this AgreementSection 5a(i), shall (x) exclude to the Saba RICs but (y) include (without limitation) any account extent that a condition, restriction or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba limitation upon USAi or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b)subsidiaries, in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund case in connection with or relating to the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includesEsperanza Transaction, relates to or derives any part of its value from a decline in the market price is based upon or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination would ari▇▇ ▇▇ ▇ ▇esult of, any candidate action or the consummation of a transaction by the Liberty Group, such condition, restriction or limitation shall be deemed to be such a condition, restriction or limitation on the Liberty Group (regardless of whether a member of the Liberty Group (as defined herein) is a party to or otherwise would be legally obligated thereby) to the Board, extent that the taking of an action or (ii) the removal or resignation consummation of any trustee from a transaction by the Board, or publicly or privately encourage any such actions Liberty Group would result in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business beforeUSAi, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board BDTV Entity or any of their respective representatives amend subsidiaries being in breach or waive violation of any provision law, rule, regulation, order or decree or otherwise causing such rule, regulation, order or decree to terminate or expire or would otherwise result in Liberty's beneficial ownership of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ Exchange Shares or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth other material assets being illegal or in this Section 2.1 shall not be deemed to prevent the voting violation of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ law, rule, regulation, order or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1decree), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that neither USAi nor any of its subsidiaries shall be required to take any action (or fail to act) pursuant to this Section 5a(i) if such action (or failure to act) would not reasonably be expected to have the effects described in this Section 5a(i) (except as a final sale of Common Shares result of the Fund single majority shareholder exception to the FCC's broadcast attribution rules (47 C.F.R. Section 73.3555 note 2(b)) if such actions (or failure to act) had been taken (or failed to be taken) on the date hereof. (ii) USAi hereby covenants and agrees that, so long as Liberty (A) does not coupled increase its percentage ownership of USAi's combined equity and debt (calculated in accordance with the Communications Act and the FCC Regulations) (other than any repurchase agreement such increase which occurs pursuant to the terms of the Shareholder Arrangements or similar reacquisition agreementany other arrangements to which USAi and Liberty are parties or as a result of actions taken by USAi or its subsidiaries), and (B) shall Beneficially Owns at least two-thirds of the number of Equity Securities Beneficially Owned by it immediately prior to February 12, 1998 (appropriately adjusted to reflect any stock splits and the like), it will not (and will not cause or permit any of its subsidiaries to) take any action that would reasonably be considered expected to make the ownership by Liberty, Liberty HSN or Liberty HSN II of the Exchange Shares or any other material assets of such persons result, at the time such action is taken by USAi, in a prohibited sale violation of voting rights in contravention the FCC's broadcast-cable cross ownership rule. Without limiting the generality of this Section 2.2. Notwithstanding the foregoing, the closing by USAi of a transaction (Aother than the Esperanza Transaction) Saba shall otherwise prohibited by this Section 5a(▇▇) ▇▇▇▇▇ be deemed permissible under this Section if at the time USAi entered into a binding agreement relating to such transaction, such transaction would have no obligations been permissible under (x) this Section 2.2(a5a(ii) or 2.2(b(except for the single majority shareholder exception to the FCC's broadcast attribution rules (47 C.F.R. Section 73.3555 note 2(b)) hereof and (y), if applicable, any revision to the attribution and/or cable-broadcast cross ownership rule(s) which has been proposed in a formal notice of proposed rule making that is pending at such time and publicly released by the FCC prior to such time. (iii) USAi hereby agrees to reimburse Liberty and the members of the Liberty Group for their reasonable expenses, including attorneys fees, incurred in connection with any solicitation relevant FCC inquiry or proceeding to the extent relating to the Exchange or the matters set forth in Section 5a(i). Any such reimbursement obligation shall be satisfied by USAi by the delivery to Liberty of votesshares of USAi Common Stock having an aggregate value equal to the amount of such reimbursement obligation. (i) Excluding actions specifically contemplated by the Exchange Agreement and the Merger Agreement (as defined in the Exchange Agreement), consents or approvals without the prior written consent of shareholders Liberty following the date of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement (which consent will not be unreasonably withheld, provided that the notice soliciting such consent includes (A) a specific statement that such consent is given pursuant to this Section 5b(i) and (B) for the avoidance a reasonably detailed description of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities each material aspect of the Fundaction, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities oror failure to act, to be consented to), USAi will not (and will not permit any of its subsidiaries to) take any action that would or could reasonably be expected to, or fail to take any action which failure would or could reasonably be expected to, cause the extent permitted Exchange to be a taxable transaction to any Liberty Party; provided, however, that if the Exchange is taxable to any Liberty Party as a result of (1) any action or failure to act by applicable law any Liberty Party (other than due to an action or inaction by the Liberty Group or such Liberty Party specifically contemplated or required by the Exchange Agreement, the Merger Agreement or the Shareholder Arrangements), (2) the laws and regulations in effect at the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request effective time of the Fundmerger of House Acquisition Corp. and HSN or (3) any difference in the tax position of Liberty HSN II relative to the tax position of Liberty HSN, which compliance with the covenant set forth in this Section 5b(i) shall be made no more frequently than once each fiscal year deemed waived by the Liberty Parties with respect to the Exchange and provided, further, that if the taxes applicable to the Exchange would have been accrued or been payable by Liberty HSN had all the Exchange Shares been issued to Liberty HSN at the effective time of the Fundmerger of House Acquisition Corp. and HSN, Saba will notify then compliance with the Fund covenant set forth in writing of this Section 5b(i) shall be deemed waived by the number of Common Shares or any other voting securities of the Fund beneficially owned by it Liberty Parties. The term "Liberty Group" shall mean Liberty and its controlled Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, Liberty HSN and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesLiberty HSN II.

Additional Agreements. 2.1 Saba Bulldog covenants and agrees that during the period from the date of this Agreement through the date that is the earlier of (a) the date one day following after the completion of the Fund’s 2027 2025 annual meeting of shareholders (including or, solely with respect to the Subject Funds (as defined below) other than the Fund, each other Subject Fund’s 2022 annual meeting of shareholders), (b) such date that the Fund determines not to conduct the Tender Offer pursuant to Section 1.1(d) (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(d) and provided that the Board of the Fund shall provide, within one (1) calendar day, written notice to Bulldog of any adjournmentsuch determination not to conduct or delay the Tender Offer), postponementand (c) the date that is 60 days prior to the last date that a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act or director nomination is permitted to be submitted to the Fund for the Fund’s 2026 annual meeting of shareholders (or, rescheduling or continuation thereofsolely with respect to the Subject Funds other than the Fund, each other Subject Fund’s 2023 annual meeting of shareholders) or August 31, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Bulldog’s behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba Bulldog or its affiliated persons) and representatives that are under ▇▇▇▇Bulldog’s controlcontrol (all such persons, collectively, the “Bulldog Entities”), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Bulldog (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund or any other investment company managed by the Adviser or its affiliates as of the date of this Agreement (collectively with the Fund, the “Subject Funds”) as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund Subject Funds (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Subject Funds management’s recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund Subject Funds in connection with the relevant such matter or encouragement or advice solely among Saba amongst Bulldog and its Affiliates and the Bulldog Entities) with respect to the Funds provided that Bulldog reasonably determines that the Subject Funds management’s recommendation does not violate Bulldog’s fiduciary duty; (iii) any (i) tender or exchange offer for securities of the Subject Funds (aside from the Tender Offer contemplated by Section 1 or any other tender offer offered by the Subject Funds to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Subject Funds, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Subject Funds (it being understood that the foregoing shall not restrict any person (including Bulldog and its Affiliates) from tendering Common Shares, receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Subject Funds or from participating in any such transaction that has been approved by the Board of any Subject Fund, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Subject Funds (for the Fundavoidance of doubt, Bulldog and its Affiliates may sell short investment vehicles that mirror broad based indices); (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba members of Bulldog and its AffiliatesAffiliates and the Bulldog Entities) with respect to the securities of the Fund Subject Funds or in connection with seeking the election or removal of any trustee director of the FundSubject Funds; (ec) deposit any securities of the Fund Subject Funds in any voting trust or subject any securities of the Fund Subject Funds to any arrangement or agreement with respect to the voting of the securities of the FundSubject Funds, including, without limitation, lend any securities of the Fund Subject Funds to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund Subject Funds or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba Bulldog and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in and the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicableBulldog Entities; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of any Subject Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of any Subject Fund, or (ii) the removal or resignation of any trustee from member of the BoardBoard of any Subject Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the any Subject Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund Subject Funds (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund Subject Funds under federal, Delaware Maryland or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Adviser, the Sub-Adviser, the Board or the of any Subject Fund or the policies or management of the FundSubject Funds; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Subject Funds or any of the current or former directors or officers (including derivative actions) of the Subject Funds; provided, however, that for the avoidance of doubt the foregoing shall not prevent Bulldog from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Subject Funds against Bulldog, or (C) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the BoardBoard of any Subject Fund, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the FundSubject Funds, (iii) any other material change in the Fund’s management, business, policies business or corporate structure with respect to the Subject Funds, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreementsSubject Funds; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the FundSubject Funds, the Board of any Subject Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of any Subject Fund to specifically invite ▇▇▇▇ Bulldog or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba Bulldog and its Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the any Subject Fund (including the AdvisorAdviser or any sub-adviser of a Subject Fund) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further Bulldog covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates and the Bulldog Entities to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund and Subject Funds, including for the avoidance of doubt the special meeting of shareholders related to the Change of Control Approvals, use its best efforts to cause all Common Shares shares it and any other voting securities of the Fund it Bulldog Entities beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and give prompt notice to the Fund prior to said annual or special meeting if any shares Bulldog and the Bulldog Entities beneficially own will not be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, use its best efforts to vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund Subject Funds, including for the avoidance of doubt the special meeting of shareholders related to the Change of Control Approvals, all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Bulldog Entities beneficially own as of the record date and is legally entitled to vote for such meeting with the recommendations of the Board of any Subject Fund on (i) in favor the Change of election Control Approvals affecting the Subject Fund (except for the Change of the Board’s trustee nomineesControl Approvals affecting Western Asset Corporate Loan Fund Inc., Western Asset Global High Income Fund Inc., Western Asset High Income Fund II Inc., Western Asset High Income Opportunity Fund Inc., Western Asset Variable Rate Strategic Fund Inc. and Royce Global Value Trust), (ii) against any routine proposal made by the Board of the Subject Fund, including a proposal for the election of directors or the ratification of the Subject Fund’s auditors, or any proposal made in opposition to, or in competition or inconsistent with, by the recommendation Board of the Board regarding Subject Fund relating to a material liquidity event affecting the election Subject Fund and (iii) any proposal submitted by stockholders of the Board’s trustee nominees or a shareholder proposal submitted to the Subject Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, . Bulldog also agrees to give prompt notice to the Fund prior to said annual or special meeting if Bulldog and (iii) the Bulldog Entities are unable to vote or cause to be voted any shares they beneficially own in accordance with the Board’s recommendations on any other matter submitted foregoing. Notwithstanding anything herein to the Fund’s shareholderscontrary, but only if required by applicable law, any investment company that is advised by Bulldog or its Affiliates may vote its shares at each annual or special meeting of shareholders of the Subject Funds and any adjournments thereof in accordance with one of the methods prescribed in Section 12(d)(1)(E)(iii)(aa) of the ▇▇▇▇ ▇▇▇. For the avoidance of doubt, if Saba or any of its Affiliates Bulldog lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, as applicable, Bulldog shall recall any such stock loan in advance of the record date for any vote of or consent by the shareholders of the Fund Subject Funds so that Saba Bulldog shall have full voting rights with respect to all such loaned Common Shares shares. 2.3 Bulldog covenants and agrees that during the Effective Period (except for the Saba RICsas defined with respect to each Subject Fund), provided it will not, and will cause its Affiliates and the Bulldog Entities and their respective representatives not to, directly or indirectly, alone or in concert with others (including, by directing, requesting or suggesting that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with the intent of disposing, or resulting in the disposition of, its rights to vote other person take any of the Common Shares actions set forth below), unless specifically permitted in writing by the Subject Funds, acquire any securities issued by the Subject Funds or take any action, directly or indirectly, including by means of any derivative securities, which would cause Bulldog and/or the Bulldog Entities to acquire beneficial ownership of securities issued by the Subject Funds; provided that this covenant will not commence for the Fund until after the completion of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund Tender Offer (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect as it relates to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities). 2.3 2.4 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba Bulldog will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates and the Bulldog Entities. Bulldog shall take all actions practical to prevent its present and future general partners, members, directors, officers and Affiliates, and any Bulldog Entity, from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with 2.5 Bulldog represents and warrants as follows: (a) It has the ECAT Litigation 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 Bulldog in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Bulldog beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraph), Saba shall refrain from makingrecitals to this Agreement, and shall cause its affiliates ownership of Common Shares has at all times complied with applicable provisions of the 1940 Act. (e) As of the date hereof, neither Bulldog nor any of its Affiliates 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. 2.6 The Fund, the Adviser and the Sub-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. 2.7 The Adviser covenants and agrees that, (i) following the certification by the Fund’s inspector of election of the approval of each of the Change of Control Approvals by the vote of a majority of the outstanding voting securities of the Fund (as defined in Rule 12b-2 of the Exchange 1940 Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund), the Advisor Adviser or any of their respective affiliatesits affiliate (excluding, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation Fund) will promptly pay to Bulldog or the ECAT/MUI Litigation that theyits Affiliates, in their good faith professional judgmentreimbursement of its proxy solicitation costs for the proxy contest for the Fund, determine is reasonably appropriate cash in the amount of $100,000 by wire in accordance with separate written instructions to advance be provided by Bulldog and (ii) following the ECAT Litigation or certification by the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trusteeinspector of election of the results of the July 6, director, officer or employee of ECAT, MUI2020 shareholder meeting for the Subject Funds, the Advisor Adviser or their respective affiliatesits affiliate (excluding, for the avoidance of doubt, the Fund) will promptly pay to Bulldog or its Affiliates, in reimbursement of its proxy solicitation costs for the proxy contest for such fund, cash in the amount of $100,000 by wire in accordance with separate written instructions to be provided by Bulldog. 2.8 The Fund covenants and agrees that, during the Effective Period, it will not, directly or indirectly, alone or in conce

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date execution of this Agreement through until the date that Agreement is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”)terminated pursuant to Section 4, it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba’s behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs ETF but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇Saba’s controlcontrol (all such persons, collectively, the “Saba Entities”), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(214a- 1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Board’s and/or Adviser’s recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst Saba, the Saba Entities and its the Affiliates)) with respect to the Fund; (ciii) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba and its Affiliates may short sell broad based indices); (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba, the Saba Entities and its the Affiliates) with respect to the securities of the Fund activities described in Sections 2.1(a)(i), 2.1(a)(ii) or in connection with seeking the election or removal of any trustee of the Fund2.1(a)(iii); (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba, the Saba Entities and its the Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee from member of the BoardBoard of the Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Periodperiod from the execution of this Agreement until the Agreement is terminated pursuant to Section 4; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Massachusetts or New York law or any other statutory or regulatory provision provision; (g) seek to control or under publicly influence the agreement and declaration Adviser with respect to the Fund, the Board of trust (the “Charter”) Fund or Bylaws policies of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (jh) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the BoardBoard of the Fund, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (li) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nj) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board of the Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of the Fund to specifically invite ▇▇▇▇ Saba, the Saba Entities or any of its the Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba, the Saba Entities and its the Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities Common Shares held by the ETF proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security 1940 Act (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundETF. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each the Saba Entities and the Affiliates (except, for the avoidance of its Affiliates doubt, the ETF) to: (a) appear by proxy or otherwise at all annual and special meetings any meeting of shareholders of the Fund (including any postponements or adjournments thereof) related to the Change of Control Approval, and to (i) cause all Common Shares shares it and any other voting securities of the Fund it Saba Entities beneficially owns own as of the record date for such meeting to be counted as present thereat for purposes of a quorum and (ii) vote or cause to be voted at such meeting all of the shares Saba, the Saba Entities and the Affiliates beneficially own as of the record date for such meeting (except, for the avoidance of doubt, for the ETF) in favor of the Change of Control Approval. (b) during the period from the execution of this Agreement until the Agreement is terminated pursuant to Section 4, appear by proxy or otherwise at any meeting of shareholders of the Fund (including any postponements or adjournments thereof) at which shareholders of the Fund are being asked to consider a proposal recommended by the Fund Board to merge or otherwise reorganize the Fund into another registered investment company for which the Adviser serves as investment adviser (“Reorganization”), and (i) cause all shares it and the Saba Entities beneficially own as of the record date for such meeting to be counted as present thereat for purposes of a quorum; and , and (bii) vote or cause to be voted at such meeting all annual and special meetings of shareholders of the Fund all Common Shares shares Saba, the Saba Entities and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (iexcept, for the avoidance of doubt, for the ETF) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholderssuch Reorganization. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (except as set forth in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votesand (b), consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings nothing in this Agreement shall require Saba, the Saba Entities and (B) for the avoidance of doubt, if Affiliates to vote or cause to be voted at any ▇▇▇▇ ▇▇▇ has purchased meeting or otherwise acquired voting securities or requires Saba, the Saba Entities and the Affiliates to vote or cause to be voted in any specific direction (including being present for purposes of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy calculation of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesquorum). 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it Saba, the Saba Entities and the Affiliates. Saba shall take all actions practical to prevent its Affiliatespresent and future general partners, members, directors, officers, the Saba Entities and the Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the ETF, which shall be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the ETF), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and its and their respective Related Parties not As of the date hereof, neither Saba nor any of the Saba Entities or the Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with or furnished respect to the SEC Common Shares. 2.5 The Adviser represents and warrants as follows: (a) It has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement. (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. (d) The Fund Board has taken all of the actions ascribed to it in this Agreement. 2.6 The Adviser covenants and agrees that, following the certification by the Fund’s inspector of election of the Change of Control Approval, the Adviser will promptly pay to Saba or through the pressAffiliates, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage in reimbursement of its proxy solicitation costs for the reputation, character, honesty, integrity, morality, business acumen or abilities of proxy contest for the Fund, cash in the Advisor or any amount of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein $75,000 by wire in accordance with separate written instructions to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesbe provided by Saba.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date execution of this Agreement through until the date that Agreement is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”)terminated pursuant to Section 4, it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba's behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-sub- advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control's control (all such persons, collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, and excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(214a- 1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders), except that ▇▇▇▇ and the Saba Entities and Affiliates may solicit proxies in favor of the Liquidation; (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Board's and/or Adviser's recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst ▇▇▇▇, the Saba Entities and its the Affiliates)) with respect to the Fund, except that ▇▇▇▇ and the Saba Entities and Affiliates may solicit proxies in favor of the Liquidation; (ciii) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba and its Affiliates may short sell broad based indices); (db) form, join or in any way participate in any “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba, the Saba Entities and its the Affiliates) with respect to the securities of the Fund activities described in Sections 2.1(a)(i), 2.1(a)(ii) or in connection with seeking the election or removal of any trustee of the Fund2.1(a)(iii); (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba, the Saba Entities and its the Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from member of the Board, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Periodperiod from the execution of this Agreement until the Agreement is terminated pursuant to Section 4; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Massachusetts or New York law or any other statutory or regulatory provision provision; (g) seek to control or under publicly influence the agreement and declaration of trust (Adviser with respect to the “Charter”) Fund, the Board or Bylaws policies of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (jh) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s 's management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (li) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nj) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇ ▇, the Saba Entities or any of its the Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit ▇▇▇▇, the Saba Entities and its the Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of or voting any Common Shares held by the Saba RICs under proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the 1940 Act (including its obligations set forth "Mirror Voting") and/or in its Investment Advisory Agreements accordance with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any proxy voting policy of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundRICs. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each the Saba Entities and the Affiliates (except, for the avoidance of its Affiliates doubt, the Saba RICs) to: (a) appear by proxy or otherwise at all annual the Annual Meeting and special meetings at any other meeting(s) of shareholders of the Fund (including any postponements or adjournments thereof) related to the Liquidation, and to (i) cause all Common Shares it and any other voting securities of the Fund it Saba Entities and Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and quorum and (bii) vote or cause to be voted at such meeting all annual of the Common Shares Saba, the Saba Entities and special meetings the Affiliates beneficially own as of the record date for such meeting (except, for the avoidance of doubt, the Saba RICs) in favor of the Liquidation. (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at the 2025 Annual Meeting and any other meeting(s) of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its the Saba Entities and Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s 's trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s 's trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s 's recommendations on any other matter submitted to the Fund’s 's shareholders. For the avoidance . (c) appear by proxy or otherwise at all annual and special meetings of doubt, if Saba or any of its Affiliates lends any Common Shares shareholders of the Fund to (including any third party (in compliance with postponements or adjournments thereof) and cause all shares of the restrictions in Section 2.1), Fund that it and the Saba or its Affiliates, Entities and Affiliates beneficially own as applicable, shall recall any such stock loan in advance of the record date for any such meeting to be counted as present thereat for purposes of a quorum and to vote (i) in favor of or consent by the shareholders election of the Board's trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board's trustee nominees or a shareholder proposal submitted to the Fund so that pursuant Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board's recommendations on any other matter submitted to the Fund's shareholders. 2.3 Saba shall have full voting rights represents and warrants 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 Saba in accordance with respect 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. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all such loaned the Common Shares as described in the recitals to this Agreement (except for shares of the Saba RICs, which may be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the Saba RICs), provided that and its ownership of Common Shares has at all times complied with applicable provisions of the Fund informs ▇▇▇▇ in writing 1940 Act. (e) As of such record the date at least ten (10) business days in advance of such record date. In no event shall hereof, neither Saba or any Affiliate enter into any agreement with the intent of disposing, or resulting in the disposition of, its rights to vote nor any of the Common Shares Saba Entities or the Affiliates 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 the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund nature with respect to a transactionthe Common Shares. 2.4 The Adviser represents and warrants as follows: (a) It has the power and authority to execute, proposal or arrangement that would violate deliver and carry out the Fund’s agreements terms and undertakings provisions of this Agreement. (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 (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities consummation of the Fund, such ▇▇▇▇ ▇▇▇ transactions contemplated hereby will Mirror Vote such securities or, not contravene any provision of law applicable to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesit. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is the day following earlier of (a) such date that the completion Fund determines not to conduct the Tender Offer (which date shall not include a determination to delay the Tender Offer pursuant to Section 1.1(f) provided that the Adviser shall provide prompt written notice to Saba of the Board's determination not to conduct or delay the Tender Offer), and (b) 60 days prior to the earlier of the last date that a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act or trustee nomination is permitted to be submitted to the Fund for the Fund’s 's 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “"Effective Period”"), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba's behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control's control (all such persons, collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba or Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the Saba RICs) (such other persons, excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person (which for the avoidance of doubt includes, without limitation, entities and individuals) take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Fund management's recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among Saba amongst ▇▇▇▇ and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in Affiliates and the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its AffiliatesEntities) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund;; or (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from the Tender Offer contemplated by Section 1 or any other tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Fund Board, subject to the terms of this Agreement); or (nb) form, join or in any way participate in any "group" (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its Affiliates and the Saba Entities) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund or taking any action described in Section 2.1(a)(i)-(iii); (c) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lending any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund (other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates and the Saba Entities); (d) seek, alone or in concert with others, (i) election or appointment to, or representation on, the Board of the Fund, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board of the Fund, or (ii) the removal or resignation of any member of the Board of the Fund, or knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (e) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than in accordance with this Section 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (f) make a request for a shareholder list or other books and records of the Fund under New York, Maryland or Delaware law or any other statutory or regulatory provision or otherwise; (g) seek to control or influence the Board or the Fund or policies or management of the Fund; (h) institute, solicit, knowingly assist in or join any litigation, arbitration or other proceeding against or involving the Fund or any of the current or former trustees or officers (each solely in their capacity as a trustee or officer of the Fund) (including derivative actions); provided, however, that for the avoidance of doubt the foregoing shall not prevent Saba, the Saba Entities or its Affiliates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against Saba, the Saba Entities or its Affiliates, (C) instituting litigation to enforce its rights with respect to claims that arise out of acts or omissions that occur after the date of this Agreement, or (D) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number or term of trustees or the filling of any vacancies on the Board of the Fund, (ii) the Fund's investment objective, investment strategy or performance, (iii) any change in the capitalization, share purchase program, dividend policy or distribution policy of the Fund, (iv) any other material change in the Fund's management, business or corporate structure with respect to the Fund, or (v) any waiver, amendment or modification to the declaration of trust or bylaws of the Fund; (j) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage others to take any action with respect to any of the foregoing; or (k) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request (x) that (i) the Fund, the Board of the Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of the Fund to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers officers, and advisors of the Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations of the content of such communications for the Fund or any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities Common Shares held by the Saba RICs proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) 1940 Act in accordance with the proxy voting policy of such the Saba RICs ("Mirror Voting"). For the avoidance of doubt, it is ▇▇▇▇ ▇▇▇ or prevent 's policy to vote, and therefore it will vote, the Common Shares held by the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent proportionately in accordance with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundMirror Voting. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates and the Saba Entities (except, for the avoidance of doubt, the Saba RICs) to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund and to cause all Common Shares shares it and any other voting securities of the Fund it Saba Entities and their respective Affiliates beneficially owns own and are entitled to vote as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund Fund, all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own and are entitled to vote as of the record date and is legally entitled to vote for such meeting (except, for the avoidance of doubt, for the Saba RICs) (i) in favor of election any proposal with respect to which the Fund Board recommends a vote in favor of the Board’s trustee nominees, such proposal and (ii) against any proposal with respect to which the Fund Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Fund Board (including regarding the election of the Fund's Board’s trustee 's nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise); provided, however that Saba, its Affiliates and (iii) the Saba Entities are not required at any time to vote for or support a redomiciling or a merger and/or reorganization that results in accordance with the Board’s recommendations on any other matter submitted a redomiciling to the Fund’s shareholdersanother state. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. and Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) 2.2 hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesAgreement. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once twice each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund shares beneficially owned by it and its Affiliates and the Saba Entities. Saba shall use its commercially reasonable efforts, including taking all actions practical, to prevent its present and future general partners, members, directors, officers and Affiliates, and any Saba Entity, from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the Saba RICs, which shall be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the Saba RICs), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and As of the date hereof, neither Saba nor any of its and their respective Related Parties not Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with or furnished respect to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities shares of the Fund. 2.5 The Adviser represents and warrants as follows: (a) It has the power and authority to execute, deliver and carry out the Advisor 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. (d) None of the events set forth in clauses (1) through (2) above of Section 1.1(f) of this Agreement have occurred or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds exist (as defined abovethe case may be) as of the date of this Agreement or are expected to occur or exist at any future time that may affect the directors commencement or completion of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesTender Offer.

Additional Agreements. 2.1 Saba 3.1 Bulldog covenants and agrees that during it intends to continue to Beneficially Own the period from Shares set forth in Section 6.2(d) through the record date of this Agreement through the date Open-Ending Meeting. 3.2 Bulldog covenants and agrees with RIT that is at the day following the completion of the Fund’s 2027 annual meeting of shareholders Open-Ending Meeting (including or at any adjournment, postponement, rescheduling postponement or continuation adjournment thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), it Bulldog will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude appear at the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth below: (a) effect, seek, offer, engage in, propose (whether publicly meeting 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and cause its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of calculating a quorum; and quorum and (by) vote or cause to be voted at the meeting all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own Beneficially Owned by Bulldog as of the record date and is legally entitled to vote for such meeting of the Open-Ending Meeting (i) in favor of election of the Board’s trustee nomineesProposal, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, Proposal and (iii) against any action or agreement that could adversely affect the ability of RIT to consummate the transactions contemplated by the Proposal. Notwithstanding the foregoing, however, with respect to any investment company managed by Bulldog and operating pursuant to Section 12(d)(1)(E) of the 1940 Act and therefore obligated to vote certain of its shares in accordance with one of the Board’s recommendations on methods prescribed in Section 12(d)(1)(E)(iii)(aa), any such shares may be voted in accordance with Section 12(d)(1)(E)(iii)(aa). 3.3 Bulldog covenants and agrees with RIT that through the termination of the Effective Period it will not, and will cause its Affiliates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chairman and President of RIT or by a resolution of a majority of the Directors of RIT, take any of the actions set forth below (or take any action that would require RIT to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other matter submitted Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the Fund’s shareholders. For exclusion set forth in Rule 14a-1(1)(2)(iv) from the avoidance definition of doubt“solicitation”), if Saba whether or not relating to the election or removal of Directors, with respect to RIT or any action resulting in Bulldog or any of its Affiliates lends becoming a “participant” in any Common Shares of the Fund to any third party “election contest” (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with the intent of disposing, or resulting terms are defined in the disposition of, its rights to vote any of rules and regulations promulgated under the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇) with respect to RIT; (b) propose any matter for submission to a vote of stockholders of RIT; (c) grant any other proxy with respect to any Shares (other than to its Affiliates or the Chairman and President of RIT, abstain from voting such voting securities.as the case may be); 2.3 Upon (d) execute any written consent, other than those proposed by the written request Board of Directors, with respect to any Shares; (e) form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common ▇▇▇▇ ▇▇▇) with respect to any Shares or deposit any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares or other voting securities of the Fund beneficially owned by it agreement having similar effect (in each case except between Bulldog and its Affiliates.); 2.4 During (f) seek, alone or in concert with others, (i) to call a meeting of stockholders of RIT; (ii) representation on the Effective Period Board of Directors of RIT; (except in connection with (aiii) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 removal of any member of the Exchange ActBoard of Directors of RIT; (iv) and its and their respective Related Parties not to make or cause to be made, any public statement or announcementcritical of RIT, including in any document or report filed with or furnished to the SEC or through the pressits directors, media, social media, analysts or other persons, that constitutes an ad hominem attack onmanagement, or otherwise, whether true investment adviser; or false, disparages, defames, slanders, impugns (v) to control or is reasonably likely to damage influence the reputation, character, honesty, integrity, morality, business acumen management or abilities policies of the Fund, the Advisor RIT; (g) initiate or pursue any litigation or any of their respective affiliates, regulatory action or proceeding against RIT or any of their respective current or former principals, directors, trustees, membersmanagement, general partnersor investment adviser, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement other than in connection with breach of this Agreement; or (h) except as specifically contemplated by this Agreement, enter into any discussions, negotiations, arrangements or understandings with any Person with respect to any of the ECAT Litigation foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the ECAT/MUI Litigation foregoing (in each case except between Bulldog and its Affiliates). 3.4 In addition to the covenant set forth in Section 3.2, Bulldog covenants and agrees that theyduring the Effective Period it will, and will cause its Affiliates to, vote any Shares owned by Bulldog or its Affiliates in their good faith professional judgment, determine is reasonably appropriate to advance accordance with the ECAT Litigation or recommendations of the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack RIT’s Board of Directors and management on any current Routine Proposals affecting RIT and any proposal submitted by stockholders of RIT. Notwithstanding the forgoing, however, with respect to any investment company managed by Bulldog and operating pursuant to Section 12(d)(1)(E) of the 1940 Act and therefore obligated to vote certain of its shares in accordance with one of the methods prescribed in Section 12(d)(1)(E)(iii)(aa), any such shares may be voted in accordance with Section 12(d)(1)(E)(iii)(aa). 3.5 Bulldog covenants and agrees that during the Effective Period it will not, and will cause its Affiliates not to sell or former trusteeotherwise transfer or attempt to transfer any portion of Shares or any interest therein held by it or by funds or accounts over which it has voting, director, officer dispositive or employee investment power to any person which it knows or should reasonably know to be engaged in any of ECAT, MUI, the Advisor activities listed in Section 3.3 of this Agreement or their respective affiliatesto which it knows or should reasonably know intends to engage in any of the activities listed in Section 3.3 of this Agreement.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date execution of this Agreement through until the date that Agreement is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”)terminated pursuant to Section 4, it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba’s behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs ETF but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇Saba’s controlcontrol (all such persons, collectively, the “Saba Entities”), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(214a- 1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Board’s and/or Adviser’s recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst Saba, the Saba Entities and its the Affiliates)) with respect to the Fund; (ciii) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba and its Affiliates may short sell broad based indices); (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba, the Saba Entities and its the Affiliates) with respect to the securities of the Fund activities described in Sections 2.1(a)(i), 2.1(a)(ii) or in connection with seeking the election or removal of any trustee of the Fund2.1(a)(iii); (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba, the Saba Entities and its the Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of the Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of the Fund, or (ii) the removal or resignation of any trustee from member of the BoardBoard of the Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Periodperiod from the execution of this Agreement until the Agreement is terminated pursuant to Section 4; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Massachusetts or New York law or any other statutory or regulatory provision provision; (g) seek to control or under publicly influence the agreement and declaration Adviser with respect to the Fund, the Board of trust (the “Charter”) Fund or Bylaws policies of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (jh) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the BoardBoard of the Fund, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (li) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nj) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board of the Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of the Fund to specifically invite ▇▇▇▇ Saba, the Saba Entities or any of its the Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba, the Saba Entities and its the Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities Common Shares held by the ETF proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security 1940 Act (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundETF. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each the Saba Entities and the Affiliates (except, for the avoidance of its Affiliates doubt, the ETF) to: (a) during the period from the execution of this Agreement until the Agreement is terminated pursuant to Section 4, appear by proxy or otherwise at all annual and special meetings any meeting of shareholders of the Fund and to cause all Common Shares and (including any other voting securities postponements or adjournments thereof) at which shareholders of the Fund are being asked to consider a proposal recommended by the Fund Board to merge or otherwise reorganize the Fund into another registered investment company for which the Adviser serves as investment adviser (“Reorganization”), and (i) cause all shares it and the Saba Entities beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and , and (bii) vote or cause to be voted at such meeting all annual and special meetings of shareholders of the Fund all Common Shares shares Saba, the Saba Entities and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (iexcept, for the avoidance of doubt, for the ETF) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholderssuch Reorganization. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (except as set forth in compliance with the restrictions in this Section 2.12.2(a), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings nothing in this Agreement shall require Saba, the Saba Entities and (B) for the avoidance of doubt, if Affiliates to vote or cause to be voted at any ▇▇▇▇ ▇▇▇ has purchased meeting or otherwise acquired voting securities or requires Saba, the Saba Entities and the Affiliates to vote or cause to be voted in any specific direction (including being present for purposes of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy calculation of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesquorum). 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it Saba, the Saba Entities and the Affiliates. Saba shall take all actions practical to prevent its Affiliatespresent and future general partners, members, directors, officers, the Saba Entities and the Affiliates from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the ETF, which shall be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the ETF), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and its and their respective Related Parties not As of the date hereof, neither Saba nor any of the Saba Entities or the Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with or furnished respect to the SEC Common Shares. 2.5 The Adviser represents and warrants as follows: (a) It has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement. (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. (d) The Fund Board has taken all of the actions ascribed to it in this Agreement. 2.6 The Adviser covenants and agrees that, following the certification by the Fund’s inspector of election of the Change of Control Approval, the Adviser will promptly pay to Saba or through the pressAffiliates, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage in reimbursement of its proxy solicitation costs for the reputation, character, honesty, integrity, morality, business acumen or abilities of proxy contest for the Fund, cash in the Advisor or any amount of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein $150,000 by wire in accordance with separate written instructions to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesbe provided by Saba.

Additional Agreements. 2.1 Saba 3.1 RVP covenants and agrees with GFY that during the period from the date of this Agreement through the date that is the day following the completion termination of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”), Three-Year Period it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, Affiliates not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below)others, unless specifically contemplated otherwise by this Agreement or specifically permitted requested in writing in advance by the Fund Chairman and President of GFY or by a resolution of a majority of the AdvisorDirectors of GFY, take any of the actions with respect to the Fund as set forth below:below (or take any action that would require GFY to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise and whether or not subject to conditionsotherwise) or cause, cause or participate in or act toin, or assist any other person Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or causeparticipate in, participate in or act to or take action with respect to any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”), whether or become not relating to the election or removal of Directors, with respect to GFY or any action resulting in RVP or any of its Affiliates becoming a “participant” in any such “solicitationelection contest” (as such terms are defined in Regulation 14A the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv▇▇▇▇ ▇▇▇) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders)GFY; (b) publicly or privately encourage or advise propose any person or assist or act matter for submission to assist any person in so encouraging or advising any person with respect to the giving or withholding a vote of any proxy, consent or other authority to vote (other than such encouragement or advice that is consistent with the recommendation stockholders of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates)GFY; (c) engagegrant any other proxy with respect to any Shares (other than to its Affiliates or the Chairman and President of GFY, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in as the market price or value of the securities issued by the Fundcase may be); (d) execute any written consent, other than those proposed by the Board of Directors of GFY, with respect to any Shares; (e) form, join or in any way participate in any a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates▇▇▇▇ ▇▇▇) with respect to the securities of the Fund any Shares or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund Shares in any a voting trust or subject any securities of the Fund Shares to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person such Shares or entity for the purpose of allowing such person or entity to vote such securities other agreement having similar effect (in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba each case except between RVP and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation call a meeting of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fundstockholders of GFY; (g) make initiate or pursue any proposal for consideration by shareholders atlitigation or any regulatory action or proceeding against GFY or any Fund’s directors, management, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Periodinvestment adviser; (h) conduct a referendum of shareholders of the Fundexcept as specifically contemplated by this Agreement, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person Person with respect to any of the foregoing, or advise, assist or assist, encourage or seek to persuade others to take any action with respect to any of the foregoingforegoing (in each case except between RVP and its Affiliates); (mi) effectmake any public statement critical of GFY, seekits directors, offer, engage in, propose or cause, participate in or act tomanagement, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); orinvestment adviser; (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (bj) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) except in accordance with the Board’s and management’s recommendations on any other matter submitted affecting GFY’s corporate structure or operation, including but not limited to (i) the Fundamendment or termination of GFY’s shareholders. For management or sub-advisory agreements, (ii) the avoidance election of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with the intent of disposingdirectors, or resulting in (iii) the disposition of, its rights to vote any liquidation or termination of the Common Shares of the Fund in circumvention of the requirements of GFY; provided however that this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (not coupled with any repurchase agreement or similar reacquisition agreement3.1(j) shall not be considered a prohibited sale of voting rights in contravention of this Section 2.2. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof only be in connection with any solicitation of votes, consents or approvals of shareholders force for through the termination of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement Two-Year Period and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased not apply to proposals relating to tender offers; (k) sell or otherwise acquired voting securities transfer or attempt to transfer any portion of GFY’s common stock or any interest therein held by it or by funds or accounts over which it has voting, dispositive or investment power to any person which it knows or should reasonably know to be engaged in any of the Fundactivities listed in this Section 3.1 or to which it knows or should reasonably know intends to engage in any of the activities listed in this Section 3.1. 3.2 RVP covenants and agrees that the restrictions set forth in Section 3.1 shall be applicable to all of the registered closed-end investment companies advised, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities orsub-advised, to the extent permitted distributed or sponsored by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, abstain from voting such voting securities. 2.3 Upon LLC, Western Asset Management Company or their affiliates (the written request of “Other Funds”), and accordingly, the Fund, which parties agree that Section 3.1 hereof shall be made no more frequently than once each fiscal year of interpreted such that the Fund, Saba will notify term “GFY” shall mean GFY and the Fund in writing of Other Funds and the number of Common Shares or term “Shares” shall mean any other voting securities of the Fund beneficially owned issued by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor GFY or any of their respective affiliatesthe Other Funds that are entitled to vote on any matter presented to stockholders at an annual or special meeting of stockholders, or any of their respective current securities convertible into, or former principalsexercisable or exchangeable for, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatessecurities.

Additional Agreements. 2.1 Saba covenants (i) VCP agrees to cause its controlling and controlled Affiliates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlling and controlled Affiliate. A breach of this Agreement by a controlling and controlled Affiliate if such Affiliate is not a Party hereto, shall be deemed to occur if such controlling and controlled Affiliate engages in conduct that would constitute a breach of this Agreement if such controlling and controlled Affiliate was a Party hereto to the same extent as VCP, as applicable. As used in this Agreement, the term "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates of any party hereto, provided, however, that with respect to VCP, the term "Affiliate" shall not include any limited partners or other investors in VCP that do not control VCP. (ii) Other than as provided in Section 1(a) hereof, VCP hereby agrees that during the period from and after the date of this Agreement through and until December 1, 2020 (such period, the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective "Initial Restriction Period”"), it will not, and it will not permit any controlling and controlled Affiliate of VCP to, directly or indirectly, (A) nominate or recommend for nomination any person for election at an annual or special meeting of shareholders, (B) submit any proposal for consideration at, or bring any other business before any annual or special meeting of shareholders, (C) initiate, encourage or participate in any "withhold" or similar campaign with respect to any annual or special meeting of shareholders or (D) disclose publicly, or privately in a manner that would reasonably require public disclosure, any disagreement with any decisions or actions made by the Board (for the avoidance of doubt, voting at the Company's 2020 annual meeting of shareholders (the "2020 Annual Meeting") shall not be deemed public disclosure). During the Initial Restriction Period, VCP shall not, and shall cause each Affiliate of VCP not to, publicly or privately encourage, advise, support or instruct any other shareholder or person or entity to take any of the actions described in this Section 1(b)(ii) or Section 1(b)(iii). The Parties hereby agree that this Agreement supersedes any prior discussions or proposals VCP may have made with respect to nominations to the Board. (iii) VCP agrees that during the Initial Restriction Period, neither it nor any of its Affiliates will, and it will cause each of its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, Affiliates not to, directly or indirectly, in any manner, alone or in concert with others others: (including by directingA) solicit, requesting or suggesting that the Saba RICs encourage or in any other person take way engage in any actions set forth below)solicitation of, unless specifically contemplated otherwise by this Agreement any proxies or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as set forth below: (a) effect, seek, offer, engage in, propose (whether publicly consents 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “"participant” " in any such “a "solicitation” " (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) directly or indirectly, of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund proxies or consents (including, without limitation, any solicitation of consents that seeks to act by written consent or call a special meeting of shareholders); (b) publicly shareholders or privately encourage or advise any person or assist or act to assist any person in so by encouraging or advising participating in any person "withhold" or similar campaign), in each case, with respect to Securities of the giving or withholding of any proxy, consent or other authority Company in opposition to vote (other than such encouragement or advice that is consistent with the recommendation or proposal of the Board of Trustees of the Fund (the “Board”) with respect , or recommend or request or induce or attempt to the Fund in connection with the relevant matter induce any other person to take any such actions, or encouragement seek to advise, encourage or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in influence any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement person with respect to the voting of the securities Securities of the Fund, including, without limitation, lend Company (including any securities withholding from voting) or grant a proxy with respect to voting of any Securities of the Fund Company or other voting securities to any person other than to the Board or entity persons appointed as proxies by the Board (other than to an Affiliate that agrees to be bound by the terms and conditions of Section 1(b)); (B) seek or encourage any person to submit nominations in furtherance of a "contested solicitation" or take other applicable action for the purpose election or removal of allowing such person directors with respect to the Company; or entity (C) (1) call or seek to vote such securities in connection with call or request the call of any shareholder vote or consent meeting of the Fund or to sell such securitiesshareholders, other than any such voting trustincluding by written consent, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f2) seek, alone or in concert with others, (i) the election or appointment torepresentation on, or representation onnominate any candidate to, the Board, including by nominating or proposing except as specifically set forth in Section 1, (3) seek the nomination of, or recommending the nomination of, removal of any candidate to member of the Board, except as specifically set forth in Section 1, (4) solicit consents from shareholders or otherwise act or seek to act by written consent, or (ii5) make a request for a list of the removal Company's shareholders or resignation for any books and records of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund;Company. (giv) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior Prior to the date of this Agreement or during Agreement, the Effective Period; New Nominee has submitted to the Company (hA) conduct a referendum of shareholders fully completed copy of the Fund, or make a request for a shareholder list or Company's standard director & officer questionnaire and other books reasonable and records customary director onboarding documentation required by the Company of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change all current directors in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent connection with the foregoing; appointment or election of new Board members, and (lB) enter into any discussionswritten acknowledgments that, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than except as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not Agreement, the New Nominee agrees to be deemed bound by all agreements, policies, codes and guidelines applicable to prevent the voting of any voting securities non-employee directors of the Fund held by a ▇▇▇▇ ▇▇▇ Company, including those regarding confidentiality, as such may be amended from time to time. Any Replacement Director will also promptly (but in any event prior to being placed on the same proportion as the vote of all other holders of such security (“Mirror Voting”) Board in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that this Agreement) submit to the extent not inconsistent with its legal and regulatory obligations in respect Company (A) a fully completed copy of the Saba RICs under Company's standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by the 1940 Act Company of all current non-employee directors in connection with the appointment or election of new Board members, and (including its obligations B) a written acknowledgment that, except as set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba the Replacement Director agrees to be bound by all lawful agreements, policies, codes and its Related Parties (as defined below) from taking any actions with respect guidelines applicable to any fund (except for the Fund) advised by the Advisor, any member non-employee directors of the Board in their capacities Company, including those regarding confidentiality, as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundsuch may be amended from time to time. 2.2 Saba further covenants and (v) Subject to the provisions of Section 14, VCP agrees that during the Effective Period, it willwill not, and will cause each its controlled and controlling Affiliates not to, trade in any securities of its Affiliates to:the Company or any securities convertible or exchangeable into or exercisable for any such Securities of the Company ("Securities of the Company") except during open "windows" during which the Employee Director (as hereinafter defined) is allowed to trade in Securities of the Company. (avi) appear by proxy or otherwise at During the Standstill Period, in addition to its rights relating the appointment of the New Nominee, VCP shall be entitled to designate one observer to the Board (the "VCP Observer"). During the Standstill Period, the VCP Observer shall be entitled to attend and observe (on a non-voting basis) all annual regular and special meetings of shareholders of the Fund Board, and the Company and the Board shall make available to cause the VCP Observer all Common Shares materials and any other voting securities of information which are presented to or made available to the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted Board at all annual and regular or special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2thereof; provided, however, that a final sale the VCP Observer may be excluded from any portion of Common Shares of the Fund (not coupled with any repurchase agreement or similar reacquisition agreement) Board meeting and shall not be considered a prohibited sale of voting rights in contravention of this Section 2.2. Notwithstanding entitled to receive any Board materials to the foregoing, extent (A) Saba shall have no obligations under Section 2.2(anecessary to preserve attorney-client privilege or (B) the Board determines in good faith that the disclosure of matters to be discussed at the Board meeting or 2.2(b) hereof in connection with any solicitation the Board materials would result in disclosure of votes, consents material non-public information or approvals could result in a conflict of shareholders of the Fund interest with respect to a transaction, proposal or arrangement that would violate VCP (in which case the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesVCP Observer may be excluded). 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants (a) Any statute of limitations, statute of repose and agrees that during other time-related defense or claim, whether statutory, contractual or otherwise, whether under federal or state law, and whether at law, in equity or otherwise (including, but not limited to, the doctrines of waiver, laches, acquiescence, or estoppel), in any jurisdiction anywhere in the world, which are or may be applicable to the Potential Claims is hereby tolled for the duration of, and shall not run at any time during, the period from beginning on the date of this Agreement through and ending on the earlier of (i) the date that when this Agreement is terminated pursuant to Section 9.02 and (ii) the day following the completion consummation of the Fund’s 2027 annual meeting of shareholders Transactions contemplated by the Closing (including any adjournmentsuch period, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Tolling Period”). (b) The Parties agree not to assert directly or indirectly, plead, raise by defense or avoidance, or otherwise rely on any passage of time during the Tolling Period in asserting any defenses related to the Potential Claims. (c) During the Tolling Period, each Party agrees that it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principalsofficers, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or attorneys and other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly initiate or indirectly, alone commence an action or in concert with others (including by directing, requesting or suggesting that the Saba RICs or proceeding against any other person take Party arising out of or relating in any actions set forth below)way to the Potential Claims. The obligations in this Section 7.02(c) shall immediately cease and become null and void in the event that Sirius, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of its shareholders (other than any of the actions with respect to the Fund as set forth below: (a) effectPreferred Shareholders), seektheir affiliates, offer, engage in, propose (whether publicly or otherwise and whether or not subject to conditions) or cause, participate in or act totheir lenders, or assist anyone acting on their behalf makes any other person to effectdemand, seekbrings any claim, engage in, offer or propose (whether publicly or otherwise) or cause, participate in or act to or take action with respect to initiates any “solicitation” of “proxies” or become a “participant” proceedings in any such “solicitation” as such terms are defined in Regulation 14A forum against any of the Preferred Shareholders or their affiliates arising out of or relating to directly or indirectly the Potential Claims or their ownership or rights under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund;Series B Preference Shares. (d) formThe execution of this Agreement is not, join and shall not operate as, and shall not be construed as, an admission of liability, wrongdoing, or in responsibility by the Parties to any way participate in person or entity, and nothing herein shall prejudice or affect any “group” (within the meaning of Section 13(d)(3) other rights or liabilities of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect Parties or be used to form the securities of the Fund or in connection with seeking the election or removal basis of any trustee liability against any Party, nor shall it be asserted or construed to be a waiver of the Fund;any Potential Claims. (e) deposit Nothing in this Agreement shall be taken as an admission by any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect Party as to the voting applicability, running, expiration or non-expiration of the securities any statute of the Fund, including, without limitation, lend any securities limitations or similar rule of the Fund to any person law or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable;equity. (f) seek, alone Nothing in this Agreement shall have the effect of reviving any claims that are otherwise barred by any statute of limitations or defense in concert with others, (i) the election law or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate equity relating to the Board, or (ii) the removal or resignation passage of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard time prior to the Fund;date hereof and all time both prior to and after the period in which this Agreement is in effect shall be taken into account in determining when any claim has become or becomes barred by any statute of limitations or any defense in law or equity relating to the passage of time. (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take This Agreement may not be introduced into evidence in any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior proceeding, except to the date of this Agreement extent necessary to enforce or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to effectuate the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of oppose the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes assertion of a quorum; and (b) vote time-related defense or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesclaim. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the such date that the Fund determines in good faith that it is not possible to conduct the day following Revised Tender Offer pursuant to Section 1.1(c) (which date shall not include a determination to delay the completion Revised Tender Offer pursuant to the last sentence of Section 1.1(c) and provided that the Board of Directors of the Fund’s 2027 annual meeting Fund (the “Board”) shall provide, within one (1) calendar day, written notice to Saba of shareholders (including any adjournment, postponement, rescheduling such determination not to conduct or continuation thereofdelay the Revised Tender Offer) or August 31, 2027, whichever is earlier (the “Effective Period”), it will notwill, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba’s behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs ETF but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇Saba’s controlcontrol (all such persons, collectively, the “Saba Entities”), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇B▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives(except, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose avoidance of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation ondoubt, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (iiETF) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and Special Meeting (or at any other voting securities of the Fund it beneficially owns as of the record date for any such meeting adjournments or postponements thereof) to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at the Special Meeting all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own as of the record date and is legally entitled to vote for such meeting (except, for the avoidance of doubt, for the ETF) (i) in favor of election of the Board’s trustee nominees, New Agreement Approval and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or (including a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICsETF), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with addition, the intent of disposing, or resulting covenants set forth in the disposition of, its rights to vote any of the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (not coupled with any repurchase agreement or similar reacquisition agreement) 2.1 shall not be considered a prohibited sale deemed to prevent the voting of voting rights any Common Shares held by the ETF proportionately in contravention accordance with the method prescribed in the second clause of this Section 2.2. Notwithstanding the foregoing, (A12(d)(1)(E)(iii)(aa) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund 1940 Act (“Mirror Voting”) in accordance with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesthe ETF. 2.3 Upon 2.2 Saba represents and warrants as follows: (a) It has the written request 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the Fundtransactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as described in the recitals to this Agreement (except for shares of the Saba ETF, which shall be made no more frequently than once each fiscal year of subject to Mirror Voting in accordance with the Fundproxy voting policies presently in place at the ETF), Saba will notify the Fund in writing of the number and its ownership of Common Shares has at all times complied with applicable provisions of the 1940 Act. (e) As of the date hereof, neither Saba nor any of its Affiliates is a party to any derivative securities, including without limitation any swap or hedging transactions or other derivative agreement, or any other voting securities lending or short sale arrangements, of any nature with respect to the Common Shares 2.3 The Fund beneficially owned 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 Affiliatesterms. 2.4 During (c) The execution and delivery of this Agreement and the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 consummation of the Exchange Act) and its and their respective Related Parties transactions contemplated hereby will not contravene any provision of law applicable to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date execution of this Agreement through until the date that Agreement is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier (the “Effective Period”)terminated pursuant to Section 4, it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba's behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-sub- advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control's control (all such persons, collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, and excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(214a- 1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders), except that ▇▇▇▇ and the Saba Entities and Affiliates may solicit proxies in favor of the Liquidation; (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Board's and/or Adviser's recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst ▇▇▇▇, the Saba Entities and its the Affiliates)) with respect to the Fund, except that ▇▇▇▇ and the Saba Entities and Affiliates may solicit proxies in favor of the Liquidation; (ciii) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba and its Affiliates may short sell broad based indices); (db) form, join or in any way participate in any “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba, the Saba Entities and its the Affiliates) with respect to the securities of the Fund activities described in Sections 2.1(a)(i), 2.1(a)(ii) or in connection with seeking the election or removal of any trustee of the Fund2.1(a)(iii); (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba, the Saba Entities and its the Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from member of the Board, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Periodperiod from the execution of this Agreement until the Agreement is terminated pursuant to Section 4; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware Massachusetts or New York law or any other statutory or regulatory provision provision; (g) seek to control or under publicly influence the agreement and declaration of trust (Adviser with respect to the “Charter”) Fund, the Board or Bylaws policies of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (jh) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the Fund, , (iii) any other material change in the Fund’s 's management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (li) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nj) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite ▇▇▇▇ ▇, the Saba Entities or any of its the Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit ▇▇▇▇, the Saba Entities and its the Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of or voting any Common Shares held by the Saba RICs under proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the 1940 Act (including its obligations set forth "Mirror Voting") and/or in its Investment Advisory Agreements accordance with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any proxy voting policy of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundRICs. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each the Saba Entities and the Affiliates (except, for the avoidance of its Affiliates doubt, the Saba RICs) to: (a) appear by proxy or otherwise at all annual the Annual Meeting and special meetings at any other meeting(s) of shareholders of the Fund (including any postponements or adjournments thereof) related to the Liquidation, and to (i) cause all Common Shares it and any other voting securities of the Fund it Saba Entities and Affiliates beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and quorum and (bii) vote or cause to be voted at such meeting all annual of the Common Shares Saba, the Saba Entities and special meetings the Affiliates beneficially own as of the record date for such meeting (except, for the avoidance of doubt, the Saba RICs) in favor of the Liquidation. (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at the 2025 Annual Meeting and any other meeting(s) of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its the Saba Entities and Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s 's trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.,

Additional Agreements. 2.1 Saba CLIM covenants and agrees that during the period from the date of this Agreement through the date that is the day following the completion of the Fund’s 2027 annual meeting of shareholders (including any adjournmentNovember 14, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier 2025 (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) affiliates and representatives that are under ▇▇▇▇CLIM’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the following actions with respect to the Fund as set forth or, where indicated below:, any of ▇▇▇▇▇▇▇▇▇ Dragon Fund, ▇▇▇▇▇▇▇▇▇ Emerging Markets Fund, ▇▇▇▇▇▇▇▇▇ Emerging Markets Income Fund, Franklin Universal Trust, and Franklin Limited Duration Income Trust (collectively, the “Franklin ▇▇▇▇▇▇▇▇▇ Funds”): (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds’ management’s recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds in connection with the relevant such matter or encouragement or advice solely among Saba and its Affiliatesby CLIM); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds; (ec) deposit any securities of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds in any voting trust or subject any securities of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds to any arrangement or agreement with respect to the voting of the securities of the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds, including, without limitation, lend any securities of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicableby CLIM; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of any of the Franklin ▇▇▇▇▇▇▇▇▇ Funds, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of any of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to any of the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund Franklin ▇▇▇▇▇▇▇▇▇ Funds under federal, Delaware or New York state law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Adviser, the Board or the Fund or the policies or management of any of the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds or policies of any of the Franklin ▇▇▇▇▇▇▇▇▇ Funds; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Franklin ▇▇▇▇▇▇▇▇▇ Funds or any of the current or former trustees or officers (including derivative actions) of the Franklin ▇▇▇▇▇▇▇▇▇ Funds; provided, however, that for the avoidance of doubt the foregoing shall not prevent CLIM from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds against CLIM, (C) bringing litigation to enforce its rights with respect to claims that arise out of acts or omissions that occur after the date of the Agreement, or (D) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees or the filling of any vacancies on the BoardBoard of any of the Franklin ▇▇▇▇▇▇▇▇▇ Funds, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds, (iii) any other material change in the Fund’s Franklin ▇▇▇▇▇▇▇▇▇ Funds’ management, business, policies business or corporate structure structure, or (iv) any waiver, amendment or modification to the Charter Declaration of Trust or Bylaws of the Fund or the Fund’s investment management agreementsFranklin ▇▇▇▇▇▇▇▇▇ Funds; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the FundFranklin ▇▇▇▇▇▇▇▇▇ Funds, the Board of any of the Franklin ▇▇▇▇▇▇▇▇▇ Funds or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board to specifically invite of any of the Franklin ▇▇▇▇▇▇▇▇▇ or any of its Affiliates Funds to specifically invite CLIM to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba and its Affiliates CLIM from communicating privately with the trustees, officers officers, and advisors of the Fund ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further CLIM covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund and concerning the election of trustees to cause all Common Shares and any other voting securities the Board of the Fund and cause all shares it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund all Common Shares and any other voting securities of the Fund shares it and its Affiliates beneficially own owns as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Fund’s Board’s trustee nominees, nominees and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Fund’s Board regarding the election of the Fund’s Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates CLIM lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, as applicable, CLIM shall recall any such stock loan in advance of the record date for any vote of or consent by the shareholders of the Fund so that Saba CLIM shall have full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesshares. 2.3 [Reserved.] 2.4 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba CLIM will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliatesit. 2.4 During the Effective Period (except in connection with 2.5 CLIM represents and warrants as follows: (a) It has the ECAT Litigation 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 CLIM in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) CLIM beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraph), Saba shall refrain from makingrecitals to this Agreement, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and its and their respective Related Parties As of the date hereof, CLIM is not a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed with or furnished to the SEC or through the press, media, social media, analysts hedging transactions or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliatesderivative agreement, or any securities lending or short sale arrangements, of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein any nature with respect to the contraryCommon Shares. 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 Section 2.4 shall 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 apply contravene any provision of law applicable to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

Additional Agreements. 2.1 On the basis of the representations, warranties and agreements set forth herein by Advisor, Saba, on behalf of itself and the Saba Capital CEF Opportunities 1, Ltd., will, within two (2) business days of the Agreement, irrevocably withdraw the shareholder notices for the nominations submitted by Saba Capital CEF Opportunities 1, Ltd. to the Fund on December 2, 2021, and any and all related amendments, supplements, notices, requests and other materials submitted to the Fund in connection therewith. In addition, if Saba determines to redeem the Saba Entities' Surviving Fund Shares after the Reorganization it will use commercially reasonable efforts to provide five days' notice to the Advisor. 2.2 Saba covenants and agrees that during the period from the date of this the Agreement through the date that is the day following earliest of (a) 60 days after the completion consummation of the Surviving Fund Transaction, (b) the business day after the Saba Entities (as defined below) no longer own shares of the Surviving Fund’s 2027 annual meeting , provided that the record date for the vote on the Surviving Fund Transaction has not passed and the Saba Entities do not purchase shares of shareholders the Surviving Fund and (including any adjournment, postponement, rescheduling or continuation thereofc) or August October 31, 2027, whichever is earlier 2022 (the “"Effective Period”"), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba's behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s controlSaba's control (all such persons, collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba or Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the Saba RICs (such other persons, excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person (which for the avoidance of doubt includes, without limitation, entities and individuals) take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund or the Surviving Fund as 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund or the Surviving Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders);shareholders); or (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 recommendation of the Board of Trustees management or boards of the Fund (and/or the “Board”Surviving Fund with respect to the Fund or Surviving Fund in connection with such matter or encouragement or advice solely amongst Saba and its Affiliates and the Saba Entities) with respect to the Fund in connection with or the relevant matter or encouragement or advice solely among Saba and its Affiliates);Surviving Fund. (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund or the Surviving Fund, (aside ii) short sale that derives substantially all of its value from any tender offer offered or approved by a decline in the market price of the Fund to all shareholders(for the avoidance of doubt, Saba and its Affiliates may short sell broad based indices), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, ; or (iiiii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund or the Surviving Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering or exchanging Common Shares or common shares of beneficial interest of the Fund (the “Common Shares”)Surviving Fund, receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Fund's Board, subject to the terms of this Agreement); (b) form, join or in any way participate in any "group" (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its Affiliates and the Saba Entities) with respect to the securities of the Fund or the Surviving Fund or in connection with seeking the election or removal of any trustee of the Fund or the Surviving Fund; (c) deposit any securities of the Fund or the Surviving Fund in any voting trust or subject any securities of the Fund or the Surviving Fund to any arrangement or agreement with respect to the voting of the securities of the Fund or the Surviving Fund, including, without limitation, lend any securities of the Fund or the Surviving Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or the Surviving Fund (other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates and the Saba Entities); (d) seek, alone or in concert with others, (i) election or appointment to, or representation on, the boards of the Fund and/or the Surviving Fund, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the boards of the Fund and/or the Surviving Fund, or (ii) the removal or resignation of any member of the boards of the Fund and/or the Surviving Fund, or knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund or the Surviving Fund; (e) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of the Fund or the Surviving Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than in accordance with this Section 2.2 and Section 2.3) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (f) make a request for a shareholder list or other books and records of the Fund or the Surviving Fund under Delaware, New York, or Texas law or any other statutory or regulatory provision or otherwise; (g) seek to control or influence the Advisor, the boards of the Fund and/or the Surviving Fund, or policies of the Fund or the Surviving Fund; (h) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Fund or the Surviving Fund any of the current or former directors, trustees or officers (including derivative actions) of the Fund or the Surviving Fund; provided, however, that for the avoidance of doubt the foregoing shall not prevent Saba from (A) bringing litigation to enforce the provisions of this Agreement); , (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against Saba, or (C) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number or term of directors or trustees or the filling of any vacancies on the boards of the Fund and/or the Surviving Fund, (ii) any change in the capitalization, share purchase program, dividend policy or distribution policy of the Fund or the Surviving Fund, (iii) any other material change in the Fund's or the Surviving Fund's management, business or corporate structure with respect to the Fund or the Surviving Fund, or (iv) any waiver, amendment or modification to the charter or bylaws of the Fund or the Surviving Fund ; (j) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage others to take any action with respect to any of the foregoing; or (nk) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or the Surviving Fund or Saba, request (x) that (i) the Fund or the Surviving Fund, the Board boards of the Fund and/or the Surviving Fund or any of their respective representatives amend or waive any provision of this Section 2 2.2 (including this Section 2.1(n)sentence) or (iiy) the Board boards of the Fund and/or the Surviving Fund to specifically invite ▇▇▇▇ Saba or any of its Affiliates to take any of the actions prohibited by this Section 2.12.2. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers officers, and advisors of the Fund or the Surviving Fund (including the Advisor) so long as such private communications are not intended to and would not reasonably be reasonably determined expected to trigger require any public disclosure obligations in respect of the content of such communications for the Fund, the Surviving Fund or any Party. In addition, the covenants set forth in this Section 2.1 2.2 shall not be deemed to prevent the voting of any voting securities of the Fund Common Shares held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) Saba RICs proportionately in accordance with the mirror voting in accordance with their respective proxy voting policies. For the avoidance of doubt, it is Saba's policy of such ▇▇▇▇ ▇▇▇ or prevent to vote, and therefore it will vote, the Common Shares held by the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent proportionately in accordance with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fundmirror voting. 2.2 2.3 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates and the Saba Entities (except, for the avoidance of doubt, the Saba RICs) to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund or the Surviving Fund, in each case, concerning the Reorganization (or any other vote in connection with the Reorganization, including the Surviving Fund Transaction), and to cause all Common Shares shares it and any other voting securities of the Fund it Saba Entities and their respective Affiliates beneficially owns own and are entitled to vote as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; quorum for the Reorganization (or any other vote in connection with the Reorganization, including the Surviving Fund Transaction); and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund or the Surviving Fund, all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own and are entitled to vote as of the record date and is legally entitled to vote for such meeting (except, for the avoidance of doubt, for the Saba RICs, which will be Mirror Voting) (i) in favor of election of the Board’s trustee nomineesReorganization (or any other vote in connection with the Reorganization, including the Surviving Fund Transaction) and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election boards of the Board’s trustee nominees or a shareholder proposal submitted Fund and/or the Surviving Fund with respect to the Fund pursuant to Rule 14a-8 under the Exchange Act Reorganization (or otherwise, and (iii) any other vote in accordance connection with the Board’s recommendations on any other matter submitted to Reorganization, including the Fund’s shareholdersSurviving Fund Transaction). For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares shares of the Fund or the Surviving Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 Fund or the Surviving Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 2.4 Upon the written request of the Fund or the Surviving Fund, which shall be made no more frequently than once each fiscal year of the Fund or the Surviving Fund, respectively, Saba will notify the Fund or the Surviving Fund in writing of the number of Common Shares or any other voting securities of the Fund shares beneficially owned by it and its Affiliates and the Saba Entities. Saba shall use its commercially reasonable efforts, including taking all actions reasonably practical, to prevent its present and future general partners, members, directors, officers and Affiliates, and any Saba Entity, from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with 2.5 Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the Saba RICs, which shall be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the Saba RICs), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and As of the date hereof, neither Saba nor any of its and their respective Related Parties not Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with or furnished respect to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities shares of the Fund or the Surviving Fund. 2.6 The Advisor represents and warrants 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. 2.7 The Advisor covenants and agrees that, following the certification by the Fund's inspector of election of the approval by the Fund's shareholders of the Reorganization, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein shall promptly pay to the contrary, this Section 2.4 shall not apply Saba $200,000 which will cover Saba's out-of-pocket legal fees by wire in accordance with separate written instructions to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesbe provided by Saba.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the date that is is, with respect to the applicable Fund, the earlier of (a) the day following the completion of the respective Fund’s 2027 annual meeting 2025 Annual Meeting of shareholders Shareholders; (including b) such date that the respective Fund determines not to conduct the Tender Offer pursuant to Section 1.1(d) (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(d) and provided that the board of directors of the respective Fund shall provide, within one (1) calendar day, written notice to Saba of any adjournmentsuch determination not to conduct or delay its Tender Offer); and (c) the date that is 60 days prior to the last date that a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act or director nomination is permitted to be submitted to such respective Fund for such Fund’s 2026 Annual Meeting of Shareholders (calculated and applied separately with respect to each of EMO, postponementCEM and CTR, rescheduling or continuation thereof) or August 31each a respective, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s controlcontrol (each such persons, a “Saba Entity” or collectively, the “Saba Entities”), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, and excluding the Saba RICs, “Affiliates”) and its and their respective representatives), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the such Fund and the AdvisorAdviser, take any of the actions with respect to such Fund or (and together with the Fund Funds, the “ClearBridge Funds”) as set forth below:below (the term Fund here forth in this Section 2.1 shall include ): (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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to 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 Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 recommendation of the Board of Trustees of the Fund (the “Board”) management with respect to the Fund in connection with the relevant such matter or encouragement or advice solely among amongst ▇▇▇▇ and its Affiliates and the Saba Entities); (iii) any (i) tender or exchange offer for securities of the Fund (aside from a Tender Offer contemplated by Section 1 of this Agreement or any other tender offer offered by each Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets (collectively, a “Merger”) of the Fund (other than a proposal by the board of directors of a Fund in connection with a prospective Merger), or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to each Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering Common Shares, receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the respective Fund’s board of directors, subject to the terms of this Agreement); (civ) engage, directly or indirectly, in any short sale that includes, relates to or derives any part substantially all of its value from a decline in the market price or value of the securities issued by Fund (for the Fundavoidance of doubt, Saba may short sell broad based indices); (db) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its AffiliatesAffiliates and the Saba Entities) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee director of the Fund; (ec) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Affiliates and the Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicableEntities; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Boardboard of directors of the Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the Boardboard of directors of the Fund, or (ii) the removal or resignation of any trustee from member of the Boardboard of directors of the Fund, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the applicable Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federalMaryland, Delaware or New York or Delaware law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Board Adviser, the Sub-Adviser (each, solely with respect to the Fund), the board of directors of each Fund or policies of each Fund to control or influence the Adviser, the Sub-Adviser (each, solely with respect to the Fund) or the Fund board of directors of the Fund, or the policies or management of the Fund; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Fund or any of the current or former directors or officers (each solely in their capacity as a director or officer of the Fund) (including derivative actions) of such Fund; provided, however, that for the avoidance of doubt, the foregoing shall not prevent Saba Entities from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against ▇▇▇▇, the Saba Private Funds or their respective Affiliates, (C) bringing litigation to enforce its rights with respect to claims that arise out of acts or omissions that occur after the date of the Agreement, or (D) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees directors or the filling of any vacancies on the Boardboard of directors of the ClearBridge Funds, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the FundClearBridge Funds, (iii) any other material change in the Fund’s management, business, policies business or corporate structure with respect to the Fund, or (iv) any waiver, amendment or modification to the Charter charter or Bylaws bylaws of the Fund or the Fund’s investment management agreementsClearBridge Funds; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board board of directors of the Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board board of directors of the Fund to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trusteesdirectors, officers officers, and advisors of the any Fund (including the AdvisorAdviser or Sub-Adviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund Common Shares held by a ▇▇▇▇ ▇▇▇ proportionately in accordance with the method prescribed in the same proportion as second clause of Section 12(d)(1)(E)(iii)(aa) of the vote of all other holders of such security 1940 Act (“Mirror Voting”) and/or in accordance with the proxy voting policy of such a ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this AgreementPeriods. Notwithstanding anything herein to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisorcontrary, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor restrictions on Saba in connection with its management or as it relates to shall no longer be in force upon the conclusion of another fundany Effective Period. 2.2 Saba further covenants and agrees that during the each Effective Period, it will, and will cause each of its Affiliates and the Saba Entities (with the exception of the Saba RICs) to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund applicable Fund, including for the avoidance of doubt the 2024 Annual Meeting and a meeting of shareholders related to the approval of a Merger between or among CEM, CTR, EMO and/or and to cause all Common Shares shares it and any other voting securities of the Fund it Saba Entities beneficially owns own as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; provided that such merger is effected after the Tender Offer expires; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund applicable Fund, including for the avoidance of doubt the 2024 Annual Meeting and a meeting of shareholders related to the approval of a Merger of two or more Funds, all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of any proposal with respect to which the board of directors of the applicable Fund recommends a vote in favor of such proposal (including in favor of election of the Board’s trustee nominees, nominees of the board of directors of the applicable Fund for election as a director of the Fund and in favor of the approval of a Merger of two or more Funds) and (ii) against any proposal with respect to which the board of directors of the applicable Fund recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board board of directors of the applicable Fund (including regarding the election of the Board’s trustee nominees of the board of directors of a Fund or a shareholder proposal submitted to the a Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba or any of its Affiliates ▇▇▇▇ lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 a Fund so that Saba ▇▇▇▇ shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 Upon the written request of the a Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba ▇▇▇▇ will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates and the Saba Entities. Saba shall take all actions practical to prevent its present and future general partners, members, directors, officers and Affiliates, and any Saba Entity, from engaging in conduct otherwise prohibited by this Agreement. 2.4 During the Effective Period (except in connection with Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) ▇▇▇▇ beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the Saba RICs, which shall be subject to Mirror Voting in accordance with the respective proxy voting policies in place for each ▇▇▇▇ ▇▇▇), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and As of the date hereof, neither Saba nor any of its and their respective Related Parties not Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed with or furnished to the SEC or through the press, media, social media, analysts hedging transactions or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliatesderivative agreement, or any securities lending or short sale arrangements, of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein any nature with respect to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or Common Shares. 2.5 Each of the directors of such UK Listed ClearBridge Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesAdviser and the Sub-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.

Additional Agreements. 2.1 Saba a) The Guaranteed Party hereby covenants and agrees that during it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the period from LLC Agreement or against the date Guarantor (except for claims against the Guarantor under this Limited Guarantee subject to the limitations described herein), or against (a) the Guarantor’s former, current or future directors, officers, agents, 1 Table of this Agreement through Contents Affiliates (other than the date that is the day following the completion Company) or employees, (b) any of the Fund’s 2027 annual meeting of shareholders (including any adjournmentrespective former, postponement, rescheduling current or continuation thereof) future general or August 31, 2027, whichever is earlier (the “Effective Period”), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof (other than the Company), or (c) any former, current or future directors, officers, employees, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing (other than the Company) ((a) through (c) collectively, the “affiliated persons” Guarantor Affiliates”). The preceding sentence shall not apply to claims against [ ]1 pursuant to the terms of such limited guarantee provided by [ ]. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent the Company is relieved of its payment obligations under Sections 4.2 and 9.2 and Article V of the LLC Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee. b) The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (as defined whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the 1940 Act but whichCompany that arise from the existence, for purposes payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, excluding the Saba RICs, “Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs Limited Guarantee or any other person take any actions set forth below)agreement in connection therewith, unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation right of consents subrogation, reimbursement, exoneration, contribution or indemnification and any right to act by written consent participate in any claim or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation remedy of the Board of Trustees of Guaranteed Party against the Fund (Company, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the “Board”) with respect right to take or receive from the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engageCompany, directly or indirectly, in any short sale that includes, relates to cash or derives any part of its value from a decline in the market price other property or value of the securities issued by the Fund; (d) form, join set-off or in any way participate in any “group” (within the meaning other manner, payment or security on account of Section 13(d)(3) such claim, remedy or right, unless and until all of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fund, including, without limitation, lend any securities of the Fund to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the FundGuarantor’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and any other voting securities of the Fund it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) vote or cause to be voted at all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund it and its Affiliates beneficially own as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Board’s trustee nominees, (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1), Saba or its Affiliates, 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 Fund so that Saba Obligations shall have been paid in full voting rights with respect to all such loaned Common Shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiescash. 2.3 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 of the Exchange Act) and its and their respective Related Parties not to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliates.

Additional Agreements. 2.1 Saba covenants and agrees that during the period from the date of this Agreement through the such date that the Fund determines in good faith that it is not possible to conduct the day following Revised Tender Offer pursuant to Section 1.1(c) (which date shall not include a determination to delay the completion Revised Tender Offer pursuant to the last sentence of Section 1.1(c) and provided that the Board of Directors of the Fund’s 2027 annual meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier Fund (the “"Board") shall provide, within one (1) calendar day, written notice to Saba of any such determination not to conduct or delay the Revised Tender Offer) (the "Effective Period”"), it will notwill, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agentsagents (acting on Saba's behalf), “affiliated persons” persons (as defined in the 1940 Act but and which, for purposes the avoidance of this Agreementdoubt, shall (x) exclude the Saba RICs ETF but (y) shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives that are under ▇▇▇▇’s controlSaba's control (all such persons, collectively, the "Saba Entities"), and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (which shall not include the ETF) (such other persons, excluding the Saba RICs, “"Affiliates”) and its and their respective representatives, not to, directly or indirectly, alone or in concert with others (including by directing, requesting or suggesting that the Saba RICs or any other person take any actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the Advisor, take any of the actions with respect to the Fund as 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 cause, participate in or act to or take action with respect to any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (b) publicly or privately encourage or advise any 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 recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund in connection with the relevant matter or encouragement or advice solely among Saba and its Affiliates); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder") (other than a group that consists solely of Saba and its Affiliates) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the Fund; (e) deposit any securities of the Fund in any voting trust or subject any securities of the Fund to any arrangement or agreement with respect to the voting of the securities of the Fundexcept, including, without limitation, lend any securities of the Fund to any person or entity for the purpose avoidance of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (f) seek, alone or in concert with others, (i) the election or appointment to, or representation ondoubt, the Board, including by nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board, or (iiETF) the removal or resignation of any trustee from the Board, or publicly or privately encourage any such actions in clause (i) or (ii) specifically with regard to the Fund; (g) make any proposal for consideration by shareholders at, or bring any other business before, any annual or special meeting of shareholders of the Fund (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by this Agreement) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (h) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fund; (i) seek to control or influence the Board or the Fund or the policies or management of the Fund; (j) make any public statement or public proposal with respect to (i) any change in the number, term or classification of trustees or the filling of any vacancies on the Board, (ii) any change in the capitalization, share repurchase program, dividend policy or distribution policy of the Fund, (iii) any other material change in the Fund’s management, business, policies or corporate structure or (iv) any waiver, amendment or modification to the Charter or Bylaws of the Fund or the Fund’s investment management agreements; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (l) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist or encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (n) publicly, or privately in a manner that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the Fund, the Board or any of their respective representatives amend or waive any provision of this Section 2 (including this Section 2.1(n)) or (ii) the Board to specifically invite ▇▇▇▇ or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers and advisors of the Fund (including the Advisor) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates to: (a) appear by proxy or otherwise at all annual and special meetings of shareholders of the Fund and to cause all Common Shares and Special Meeting (or at any other voting securities of the Fund it beneficially owns as of the record date for any such meeting adjournments or postponements thereof) to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at the Special Meeting all annual and special meetings of shareholders of the Fund all Common Shares and any other voting securities of the Fund shares it and its Affiliates the Saba Entities beneficially own as of the record date and is legally entitled to vote for such meeting (except, for the avoidance of doubt, for the ETF) (i) in favor of election of the Board’s trustee nominees, New Agreement Approval and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board regarding the election of the Board’s trustee nominees or (including a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders). For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICsETF), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate enter into any agreement with addition, the intent of disposing, or resulting covenants set forth in the disposition of, its rights to vote any of the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (not coupled with any repurchase agreement or similar reacquisition agreement) 2.1 shall not be considered a prohibited sale deemed to prevent the voting of voting rights any Common Shares held by the ETF proportionately in contravention accordance with the method prescribed in the second clause of this Section 2.2. Notwithstanding the foregoing, (A12(d)(1)(E)(iii)(aa) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund 1940 Act ("Mirror Voting") in accordance with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securitiesthe ETF. 2.3 Upon 2.2 Saba represents and warrants as follows: (a) It has the written request 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the consummation of the Fundtransactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as described in the recitals to this Agreement (except for shares of the Saba ETF, which shall be made no more frequently than once each fiscal year of subject to Mirror Voting in accordance with the Fundproxy voting policies presently in place at the ETF), Saba will notify the Fund in writing of the number and its ownership of Common Shares has at all times complied with applicable provisions of the 1940 Act. (e) As of the date hereof, neither Saba nor any of its Affiliates is a party to any derivative securities, including without limitation any swap or hedging transactions or other derivative agreement, or any other voting securities lending or short sale arrangements, of any nature with respect to the Common Shares 2.3 The Fund beneficially owned 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 Affiliatesterms. 2.4 During (c) The execution and delivery of this Agreement and the Effective Period (except in connection with (a) the ECAT Litigation and (b) the ECAT/MUI Litigation, as specified in the next paragraph), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 consummation of the Exchange Act) and its and their respective Related Parties transactions contemplated hereby will not contravene any provision of law applicable to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, social media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliates, or any of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein to the contrary, this Section 2.4 shall not apply to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.

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) the day following the completion Fund's 2024 Annual Meeting of Shareholders; (b) such date that the Fund determines not to conduct the Tender Offer pursuant to Section 1.1(d) (which date shall not include a determination to delay the Tender Offer pursuant to the last sentence of Section 1.1(d) and provided that the Board shall provide, within one (1) calendar day, written notice to Saba of any such determination not to conduct or delay the Tender Offer); and (c) the date that is 60 days prior to the last date that a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act or trustee nomination is permitted to be submitted to the Fund for the Fund’s 2027 annual meeting 's 2025 Annual Meeting of shareholders (including any adjournment, postponement, rescheduling or continuation thereof) or August 31, 2027, whichever is earlier Shareholders (the “"Effective Period”"), it will not, and will cause its current and future affiliates (which shall not include the Saba RICs or any investment company registered under the 1940 Act that may be managed by Saba in the future) and its and their respective principals, directors, general partners, members, officers, employees, agents, “affiliated persons” (as defined in the 1940 Act but which, for purposes of this Agreement, shall (x) exclude the Saba RICs but (y) include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) affiliates and representatives that are under ▇▇▇▇’s Saba's control, and any other current and future persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (such other persons, and excluding the Saba RICs, “"Affiliates”) and its and their respective representatives"), not to, directly or indirectly, alone or in concert with others (including including, by directing, requesting or suggesting that the Saba RICs or any other person take any of the actions set forth below), unless specifically contemplated otherwise by this Agreement or specifically permitted in writing in advance by the Fund and the AdvisorAdviser, take any of the actions with respect to the Fund or, where indicated below, any other investment company advised by the Adviser as of the date of this Agreement (collectively, the "Delaware Funds") as set forth below: (a) effect, seek, offer, engage in, propose (whether publicly or otherwise orotherwise 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 cause, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(214a1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of the Fund Delaware Funds (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (bii) publicly or privately knowingly encourage or advise any other person or knowingly 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 Delaware Funds management's recommendation of the Board of Trustees of the Fund (the “Board”) with respect to the Fund Delaware Funds in connection with the relevant such matter or encouragement or advice solely among amongst Saba and its AffiliatesAffiliates and the Saba Private Funds); (c) engage, directly or indirectly, in any short sale that includes, relates to or derives any part of its value from a decline in the market price or value of the securities issued by the Fund; (db) form, join or in any way participate in any “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of Saba and its AffiliatesAffiliates and the Saba Private Funds) with respect to the securities of the Fund or in connection with seeking the election or removal of any trustee of the FundDelaware Funds; (ec) deposit any securities of the Fund Delaware Funds in any voting trust or subject any securities of the Fund Delaware Funds to any arrangement or agreement with respect to the voting of the securities of the FundDelaware Funds, including, without limitation, lend any securities of the Fund Delaware Funds to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Fund Delaware Funds or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of Saba and its Affiliates, provided that Affiliates and the Saba and its Affiliates may grant any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicablePrivate Funds; (fd) seek, alone or in concert with others, (i) the election or appointment to, or representation on, the BoardBoard of any Delaware Fund, including by nominating or proposing nominate or propose the nomination of, or recommending recommend the nomination of, any candidate to the BoardBoard of any Delaware Fund, or (ii) the removal or resignation of any trustee from the Board, or publicly or privately knowingly encourage any such actions in clause (i) or (ii) specifically with regard to the any Delaware Fund; (ge) make any proposal for consideration by shareholders at, or bring any other business before, at any annual or special meeting of shareholders of the Fund Delaware Funds (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than as required by in accordance with this AgreementSection 2.1 and Section 2.2) with respect to any shareholder proposal or written consent submitted prior to the date of this Agreement or during the Effective Period; (hf) conduct a referendum of shareholders of the Fund, or make a request for a shareholder list or other books and records of the Fund Delaware Funds under federal, Delaware or New York law or any other statutory or regulatory provision or under the agreement and declaration of trust (the “Charter”) or Bylaws of the Fundprovision; (ig) seek to control or influence the Adviser, the Board or the of any Delaware Fund or the policies or management of the FundDelaware Funds; (jh) institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Delaware Funds or any of the current or former trustees or officers (including derivative actions) of the Delaware Funds; provided, however, that for the avoidance of doubt the foregoing shall not prevent Saba, Saba Private Funds or their respective Affiliates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Fund against Saba, the Saba Private Funds or their respective Affiliates, (C) bringing litigation to enforce its rights with respect to claims that arise out of acts or omissions that occur after the date of the Agreement, or (D) responding to or complying with a validly issued legal process; (i) make any public statement or public proposal with respect to (i) any change in the number, number or term or classification of trustees or the filling of any vacancies on the BoardBoard of any Delaware Fund, (ii) any change in the capitalization, share repurchase purchase program, dividend policy or distribution policy of the FundDelaware Funds, (iii) any other material change in the Fund’s 's management, business, policies business or corporate structure with respect to the Delaware Funds, or (iv) any waiver, amendment or modification to the Charter Declaration of Trust or Bylaws of the Fund or the Fund’s investment management agreementsDelaware Funds; (k) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing; (lj) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage or seek to persuade others to take any action with respect to any of the foregoing; (m) effect, seek, offer, engage in, propose or cause, participate in or act to, or assist any other person to effect, seek, engage in, offer or propose or cause, participate in or act to (other than as specifically contemplated by this Agreement) any (i) tender or exchange offer for securities of the Fund (aside from any tender offer offered or approved by the Fund to all shareholders), or any merger, consolidation, business combination or acquisition or disposition of assets of the Fund, or (ii) recapitalization, restructuring, open-ending, liquidation, dissolution or other similar extraordinary transaction with respect to the Fund (it being understood that the foregoing shall not restrict any person (including Saba and its Affiliates) from tendering common shares of beneficial interest of the Fund (the “Common Shares”), receiving payment for Common Shares or otherwise participating in any such transaction on the same basis as other shareholders of the Fund or from participating in any such transaction that has been approved by the Board, subject to the terms of this Agreement); or (nk) publicly, or privately in a manner publicly request (x) that is intended to or would reasonably be expected to require any public disclosure by the Fund or Saba, request that (i) the FundDelaware Funds, the Board of any Delaware Fund or any of their respective representatives amend or waive any provision of this Section 2 2.1 (including this Section 2.1(n)sentence) or (iiy) the Board of any Delaware Fund to specifically invite ▇▇▇▇ Saba or any of its Affiliates to take any of the actions prohibited by this Section 2.1. Nothing herein in this Section 2.1 shall be deemed to prohibit Saba and its Affiliates from communicating privately with the trustees, officers officers, and advisors of the any Delaware Fund (including the AdvisorAdviser) so long as such private communications are not intended to and would not be reasonably determined to trigger public disclosure obligations for any Party. In additionFor the avoidance of doubt, the covenants set forth nothing in this Section 2.1 Agreement shall not be deemed to prevent the voting of any voting securities of the Fund held by a ▇▇▇▇ ▇▇▇ in the same proportion as the vote of all other holders of such security (“Mirror Voting”) in accordance with the proxy voting policy of such ▇▇▇▇ ▇▇▇ or prevent the Saba RICs from taking or failing to take any other action voting proportionately (i.e., "mirror voting") during the Effective Period; provided, however, ▇▇▇▇ agrees that to the extent not inconsistent with its legal and regulatory obligations in respect of the Saba RICs under the 1940 Act (including its obligations set forth in its Investment Advisory Agreements with such Saba RICs) and the Investment Advisers Act of 1940, as amended, it and its Affiliates will not advise any of the Saba RICs to take or omit to take any action which Saba or any of its Affiliates is prohibited to take or is required to take, as the case may be, under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will restrict or prohibit Saba and its Related Parties (as defined below) from taking any actions with respect to any fund (except for the Fund) advised by the Advisor, any member of the Board in their capacities as directors/trustees of any fund (except in their capacities as trustees of the Fund) advised by the Advisor or the Advisor in connection with its management of another fund. 2.2 Saba further covenants and agrees that during the Effective Period, it will, and will cause each of its Affiliates (with the exception of the Saba RICs) to: (a) appear by proxy or otherwise at all any annual and or special meetings meeting of shareholders of the Fund and concerning the election of trustees to cause all Common Shares and any other voting securities the Board of the Fund and cause all shares it beneficially owns as of the record date for any such meeting to be counted as present thereat for purposes of a quorum; and (b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at all any annual and or special meetings meeting of shareholders of the Fund all Common Shares and any other voting securities of the Fund shares it and its Affiliates beneficially own owns as of the record date and is legally entitled to vote for such meeting (i) in favor of election of the Fund's Board’s trustee nominees, 's nominees and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Fund's Board regarding the election of the Fund's Board’s trustee 's nominees or a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 under of the Exchange Act or otherwise, and (iii) in accordance with the Board’s recommendations on any other matter submitted to the Fund’s shareholders. For the avoidance of doubt, if Saba or any of its Affiliates lends any Common Shares of the Fund to any third party (in compliance with the restrictions in Section 2.1)party, Saba or its Affiliates, 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 Fund so that Saba shall have full voting rights with respect to all such loaned Common Shares shares (except for the Saba RICs), provided that the Fund informs ▇▇▇▇ in writing of such record date at least ten (10) business days in advance of such record date. In no event shall Saba or any Affiliate 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 Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (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. Notwithstanding the foregoing, (A) Saba shall have no obligations under Section 2.2(a) or 2.2(b) hereof in connection with any solicitation of votes, consents or approvals of shareholders of the Fund with respect to a transaction, proposal or arrangement that would violate the Fund’s agreements and undertakings in this Agreement and (B) for the avoidance of doubt, if any ▇▇▇▇ ▇▇▇ has purchased or otherwise acquired voting securities of the Fund, such ▇▇▇▇ ▇▇▇ will Mirror Vote such securities or, to the extent permitted by applicable law and the proxy voting policy of such ▇▇▇▇ ▇▇▇, abstain from voting such voting securities. 2.3 [Reserved.] 2.4 Upon the written request of the Fund, which shall be made no more frequently than once each fiscal year of the Fund, Saba will notify the Fund in writing of the number of Common Shares or any other voting securities of the Fund beneficially owned by it and its Affiliates. 2.4 During the Effective Period (except in connection with 2.5 Saba represents and warrants as follows: (a) It has the ECAT Litigation 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 Saba in accordance with its terms. (c) The execution and delivery of this Agreement and the ECAT/MUI Litigationconsummation of the transactions contemplated hereby will not contravene any provision of law applicable to it. (d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as specified described in the next paragraphrecitals to this Agreement (except for shares of the Saba RICs, which shall be voted pursuant to their respective proxy voting policies), Saba shall refrain from making, and shall cause its affiliates (as defined in Rule 12b-2 ownership of Common Shares has at all times complied with applicable provisions of the Exchange 1940 Act. (e) and As of the date hereof, neither Saba nor any of its and their respective Related Parties not Affiliates is a party to make or cause to be made, any public statement or announcementderivative securities, including in without limitation any document swap or report filed with or furnished to the SEC or through the press, media, social media, analysts hedging transactions or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation, character, honesty, integrity, morality, business acumen or abilities of the Fund, the Advisor or any of their respective affiliatesderivative agreement, or any securities lending or short sale arrangements, of their respective current or former principals, directors, trustees, members, general partners, officers or employees. Notwithstanding anything herein any nature with respect to the contraryCommon Shares. 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 Section 2.4 shall 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 apply contravene any provision of law applicable to UK Listed Funds (as defined above) or the directors of such UK Listed Funds. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, ▇▇▇▇’s counsel may make any statement in connection with the ECAT Litigation or the ECAT/MUI Litigation that they, in their good faith professional judgment, determine is reasonably appropriate to advance the ECAT Litigation or the ECAT/MUI Litigation so long as such statement does not constitute an ad hominem attack on any current or former trustee, director, officer or employee of ECAT, MUI, the Advisor or their respective affiliatesit.