A copy of the Audit Committee’s charter is attached hereto as Appendix A. The Fund’s Audit Committee operates pursuant to a written charter and meets periodically as necessary. Hillman are “audit committee financial experts” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. Leone serves as chairman of the Fund’s Audit Committee. Securities and Exchange Commission ('SEC') for audit committees and is independent for purposes of the 1940 Act. Hillman, each of whom meets the independence standards established by the U.S. Conrad, Mayra Martinez-Sacco and James E. Kazarian has agreed to serve as an Independent Trustee of the Fund without compensation from the Fund or the Fund Complex.Īudit Committee. The members of the Fund’s Audit Committee are Charles I. Kazarian is in the best interests of the Fund and Fund shareholders. Kazarian’s candidacy, the current Trustees of the Fund met with him and discussed, among other things, his significant experience in the asset management industry and the closed-end space in particular, as well as certain potential approaches which may be considered by the Fund, particularly in relation to the Fund’s scheduled termination in 2024. Kazarian received a Bachelor of Arts in Political Science from Bates College. Kazarian started his investment career at Merrill Lynch where he served as a technology analyst. Kazarian was a Director at RBC Capital Markets in the Global Arbitrage and Trading Group where he managed exchanged traded fund and index arbitrage strategies. He joined Saba in March 2013 and is a portfolio manager who focuses on the Closed-End Fund and Exchanged Traded Fund strategies.

As the date of this proxy, Saba owns 15.5% of the outstanding shares of the Fund and is therefore an affiliate of the Fund for purposes of the 1940 Act. Paul Kazarian, is a Partner and Portfolio Manager at Saba Capital Management, L.P. Upon shareholder approval of all Nominees, the Board will be comprised of six (6) Trustees, five (5) of whom are Independent Trustees. Martinez-Sacco are Independent Trustees of the Fund. Johnston, due to her affiliation with the Fund’s investment adviser, Miller Howard, is considered an “interested person” of the Fund. Kazarian as an Independent Trustee to serve, subject to shareholder approval, as a Class I Trustee. The Board, upon the recommendation of the Nominating & Governance Committee, determined to also nominate Mr. The Nominating & Governance Committee and the Board met to consider Paul Kazarian’s candidacy. Johnston for a three-year term expiring in 2025. At a meeting of the Board held on June 13, 2022, the Board, upon the recommendation of the Nominating & Governance Committee, determined to submit to a vote of shareholders the election of Catherine M. Martinez-Sacco were elected by shareholders at the October 2021 annual meeting of shareholders to a three-year term expiring in 2024. Hillman, Class II Trustees, were elected by shareholders to a three-year term expiring in 2023 at the October 2020 annual meeting of shareholders. Johnston, Class I Trustee, was elected by shareholders to the remainder of a three-year term expiring in 2022 at the October 2021 annual meeting of shareholders. Hillman, Mayra Martinez-Sacco, and Charles I. The Board is currently comprised of five (5) Trustees, four (4) of whom are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940 Act, as amended (the “1940 Act”) (the “Independent Trustees”): Catherine M. If a quorum is present, the persons named as proxies will vote those proxies that they are entitled to vote “FOR” any Proposal in favor of such adjournment and will vote those proxies required to be voted “AGAINST” any Proposal against such adjournment. Any such adjournment, if proposed by the chair of the Meeting, will require the approval of the affirmative vote of a majority of those Shares present at the Meeting in person or by proxy. A shareholder vote may be taken on the Proposal in this Proxy Statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate.

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting, but sufficient votes to approve any of the proposed items are not received, the chair of the Meeting may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The holders of one-third of the Shares entitled to vote on any matter at the Meeting present in person or by proxy shall constitute a quorum at the Meeting for purposes of conducting business.

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