Saba Capital Management, L.P.

A. General Description of Advisory Firm Saba Capital, a Delaware limited partnership, commenced operations in 2009 with an office in New York, New York. Saba Capital became a registered investment adviser with the SEC on August 6, 2010, and became a registered commodity pool operator (a “CPO”) with the National Futures Association (the “NFA”) on January 7, 2013. Boaz Weinstein is the founder and Chief Investment Officer (“CIO”) of Saba Capital as well as its principal owner. Additionally, Mr. Weinstein is the managing member of Saba Capital Management GP, LLC, the general partner of Saba Capital (the “Saba Capital General Partner”). The Saba Capital General Partner has ultimate responsibility for the management, operations, and investment decisions made by Saba Capital. B. Description of Advisory Services Generally, Saba Capital serves as the investment adviser or sub-adviser to its Clients on either a discretionary or non-discretionary basis. The Clients include: 

Saba Capital Partners, L.P., a Delaware limited partnership (the “Domestic Flagship Fund”), Saba Capital Offshore Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore Flagship Fund”), and Saba Capital Master Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Master Flagship Fund”). The Offshore Flagship Fund invests all of its investable assets in the Master Flagship Fund. The Domestic Flagship Fund invests all of its investable assets in the Master Flagship Fund. The Domestic Flagship Fund, Offshore Flagship Fund, and Master Flagship Fund are collectively referred to herein as the “Flagship Funds”.

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Saba Capital CEF Opportunities 1 Onshore, L.P., a Delaware limited partnership (the “Domestic CEF 1 Fund”), Saba Capital CEF Opportunities 1 Offshore, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore CEF 1 Fund”), and Saba Capital CEF Opportunities 1, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “CEF 1 Master Fund”). The Domestic CEF 1 Fund and Offshore CEF 1 Fund invest substantially all of their assets in the CEF 1 Master Fund. The Domestic CEF 1 Fund, Offshore CEF 1 Fund, and CEF 1 Master Fund are collectively referred to herein as the “CEF 1 Funds”.

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Saba Capital CEF Opportunities 2 Offshore, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore CEF 2 Fund”), and Saba Capital CEF Opportunities 2, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “CEF 2 Master Fund”). The Offshore CEF 2 Fund invests substantially all of its assets in the CEF 2 Master Fund. The Offshore CEF 2 Fund and CEF 2 Master Fund are collectively referred to herein as the “CEF 2 Funds”.

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Saba Capital Carry Neutral Tail Hedge Partners, L.P., a Delaware limited partnership (“Domestic Carry Neutral Fund”), Saba Capital Carry Neutral Tail Hedge Offshore Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Offshore Carry Neutral Fund”), and Saba Capital Carry Neutral Tail Hedge Master Fund, Ltd., an

exempted company incorporated under the laws of the Cayman Islands (“Carry Neutral Master Fund”). The Domestic Carry Neutral Fund and Offshore Carry Neutral Fund invest substantially all of their assets in the Carry Neutral Master Fund. The Domestic Carry Neutral Fund, Offshore Carry Neutral Fund, and Carry Neutral Master Fund are collectively referred to herein as the “Carry Neutral Funds”. 

Saba Capital CEF Special Opportunities Onshore Fund 1, LP, a Delaware limited partnership (the “Domestic CEF SOF 1 Fund”), Saba Capital CEF Special Opportunities Offshore Fund 1, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore CEF SOF 1 Fund”), and Saba Capital CEF Special Opportunities Master Fund 1, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “CEF SOF 1 Master Fund”). The Domestic CEF SOF 1 Fund and Offshore CEF SOF 1 Fund invest all of their investable assets in the CEF SOF 1 Master Fund. The Domestic CEF SOF 1 Fund, Offshore CEF SOF 1 Fund and CEF SOF 1 Master Fund are collectively referred to herein as the “CEF SOF 1 Funds”.

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Saba Capital CEF Special Opportunities Onshore Fund 2, LP, a Delaware limited partnership (the “Domestic CEF SOF 2 Fund”), Saba Capital CEF Special Opportunities Offshore Fund 2, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore CEF SOF 2 Fund”), and Saba Capital CEF Special Opportunities Master Fund 2, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “CEF SOF 2 Master Fund”). The Domestic CEF SOF 2 Fund and Offshore CEF SOF 2 Fund invest all of their investable assets in the CEF SOF 2 Master Fund. The Domestic CEF SOF 2 Fund, Offshore CEF SOF 2 Fund and CEF SOF 2 Master Fund are collectively referred to herein as the “CEF SOF 2 Funds”.

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Saba Capital R Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“R Fund”).

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Saba Capital Bluebird Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Bluebird Fund”).

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Saba Capital Arcadia Onshore Fund, L.P., a Delaware limited partnership (“Arcadia Onshore Fund”) and Saba Capital Arcadia Master Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Arcadia Master Fund”). The Arcadia Onshore Fund invests all of its investable assets in the Arcadia Master Fund. The Arcadia Onshore Fund and the Arcadia Master Fund are collectively referred to herein as the “Arcadia Funds.”

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Saba Capital Pine Creek Fund, LP, a Delaware limited partnership (“Pine Creek”).

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Saba K Fund, LP, a Delaware limited partnership (“K Fund”).

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Saba Capital Matador Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Matador Fund”).

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Saba Capital Income & Opportunities Fund (“BRW”) is a Massachusetts trust registered under the U.S. Investment Company Act of 1940 (the “Investment Company Act”).

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Saba Capital Income & Opportunities Fund II (“SABA”) is a Delaware trust registered under the Investment Company Act.

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Saba Capital Investment Trusts UCITS ETF (“UKIT”), a sub-fund of an open-ended Irish collective asset management vehicle which is constituted as an umbrella fund with variable capital.

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Separately managed accounts (“SMAs”).

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Saba Capital serves as a sub-adviser to the Saba Closed-End Funds ETF (“Saba ETF”), a series of Exchange Listed Funds Trust (the “Trust”), registered under the Investment Company Act. For further discussion of the investment objectives and guidelines, see Item 10.

Saba Capital, LLC, a Delaware limited liability company affiliated with Saba Capital (the “General Partner” or the “Managing Member”), serves as (i) the general partner of the Domestic Flagship Fund, the Domestic Carry Neutral Fund, the Domestic CEF 1 Fund, the Domestic CEF SOF 1 Fund, the Domestic CEF SOF 2 Fund and Arcadia Onshore Fund. The interests in the Domestic Flagship Fund, Domestic CEF 1 Fund, Domestic CEF SOF 1 Fund, Domestic CEF SOF 2 Fund, Arcadia Onshore Fund and Domestic Carry Neutral Fund are offered on a private placement basis, pursuant to Section 3(c)(7) of the Investment Company Act to persons who are “accredited investors” as defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined under the Investment Company Act, and subject to certain other conditions as outlined in the respective offering memoranda. Shares in the Offshore Flagship Fund, Offshore Carry Neutral Fund, Offshore CEF 1 Fund, Offshore CEF 2 Fund, Offshore CEF SOF 1 Fund, Offshore CEF SOF 2 Fund, CEF SOF 1 Master Fund, CEF SOF 2 Master Fund, Special Opportunities Fund, R Fund, Bluebird Fund, Matador Fund and Arcadia Master Fund are offered on a private placement basis to persons who are not “U.S. Persons”, as defined under Regulation S of the Securities Act, and U.S. taxexempt persons who are “accredited investors” as defined in Regulation D of the Securities Act and “qualified purchasers” as defined under the Investment Company Act, and subject to certain other conditions as outlined in the respective offering memoranda of the Offshore Flagship Fund, Offshore Carry Neutral Fund, Offshore CEF 1 Fund, and Offshore CEF 2 Fund. C. Generally, Saba Capital has full discretionary authority with respect to investment decisions on behalf of its Clients, and its advice with respect to its Clients is made in accordance with the investment objectives and guidelines as outlined in their respective offering memoranda. For further discussion of the investment objectives and guidelines, see Item 8 Availability of Customized Services for Individual Clients. Saba Capital’s investment decisions and advice with respect to each Client are subject to each Client’s investment objectives and guidelines, as outlined in their respective governing documents. D. Wrap Fee Programs Not applicable. E. Assets Under Management As of March 31, 2026, Saba Capital had approximately $20,563,358,000 of regulatory assets under management on a discretionary basis.

A. Advisory Fees and Compensation i. Fixed Advisory Fees The fees applicable to each Client are outlined in and detailed in each Client’s respective offering documents. A summary of those fees and compensation is provided below. Saba Capital generally is paid an asset-based fee annually on assets under management for the Clients, either monthly or quarterly in advance. The management fee charged to the Clients will be prorated for any capital contribution or subscription that is effective other than as of the first day of the month or quarter, as applicable, or for any withdrawal or redemption that is effective other than as of the last business day of a month or quarter, as applicable. In certain cases, and as disclosed in the Clients’ offering documents, Saba Capital may, from time to time, charge an administrative fee to cover expenses during periods in which the assets of the Clients are treated as “plan assets” for purposes of ERISA (as defined below). Saba also charges a fixed fee as disclosed in certain Clients’ offering documents. ii. Incentive Compensation Generally, for certain Clients, Saba Capital or its affiliates share in profits based on the performance of the assets under management for each Client pursuant to the terms of the relevant Client agreement. For certain Clients, Saba Capital will receive a percentage of the profits generated at the end of the fiscal year for certain Clients. Saba Capital or its affiliates reserve the right to waive or impose different fees or incentive compensation or otherwise modify the fee and incentive compensation arrangements of an existing investor with the consent of such investor. In addition, Saba Capital, the Clients, and their respective General Partners, Special Shareholder, or boards of directors reserve the right to impose different fees on future investors. Generally, Saba Capital and its personnel invest in one or more of the Clients. Partners, members or Employees (as defined below) of Saba Capital and its affiliates, such person’s family members and trusts or other entities established primarily for the benefit of such persons, or for charitable purposes and certain acquaintances of Saba Capital or its affiliates (or trusts or other entities established primarily for the benefit of such persons) or certain acquaintances of Saba Capital and its affiliates are not charged a management fee or incentive compensation. Additionally, in certain instances, a Client will pay incentive compensation by issuing shares or general partner interests to Saba Capital or its affiliates (i.e., an “Incentive Allocation”). In order for Saba Capital or its affiliates to collect compensation from an Incentive Allocation, Saba Capital or its affiliates will need to redeem shares or withdraw general partner interests from the Client. Such redemptions or withdrawals will not be subject to the redemption or withdrawal terms of the Client, including but not limited to, notice requirements, limitations on the frequency and days on which such redemptions or withdrawals are permitted to occur, investor-level or fund-level gates, as applicable, or selling restrictions, as applicable.

Any performance-based fees will be charged in accordance with Section 205 of the Advisers Act and Rule 205-3 thereunder. B. Payment of Fees Fees and compensation paid to Saba Capital or its affiliates by the Clients are deducted from the assets of such Clients or invoiced. As discussed above, management fees are generally deducted or invoiced in advance on a quarterly or monthly basis and incentive compensation is generally deducted on an annual basis. C. Additional Fees and Expenses The following is a list of expenses that are charged by Saba Capital to one or more (but not necessarily all) of the Clients. Subject to the terms outlined in the applicable offering documents, each Client will bear its own expenses, including, without limitation, the Client’s investment-related expenses whether relating to investments that are consummated or unconsummated (e.g., trading expenses, brokerage commissions, expenses relating to short sales, trading platform and seat fees, fees and expenses of any counterparty or broker (which shall be at normal commercial rates), due diligence costs including consultant, valuation and appraisal fees, expenses relating to short sales, investment banking fees, sourcing or finder’s fees (which may include a management fee component and/or a performance compensation component), borrowing charges on securities sold short, custodial fees and expenses and nominee fees); bank service fees, regulatory expenses (including filing fees and legal expenses relating to filings attributable in whole or in part to such Client, clearing and settlement charges, interest expense and investment-related travel and lodging expenses); expenses relating to proxy contest and solicitation fees and expenses; management fees; incentive fees; Investment Team Expenses (as defined herein); fees and expenses incidental to the purchase and sale of interests in, and the fees and expenses of, closed-end funds (“CEFs”) private funds, and special purpose acquisition companies (“SPACs”) in which certain Clients invest; expenses and fees associated with arranging, maintaining, and repayment of borrowings of the Client; expenses relating to software tools, programs or other technology utilized in managing the Client (including, without limitation, third-party software licensing, implementation, data management and recovery services and custom development costs); expenses relating to proxy contests, tender offers and solicitation fees and expenses; trading platform and seat fees; public relations firms; research-related expenses, including, without limitation, news and quotation equipment and services; fees for data and software providers; fees for other software tools including, without limitation, thirdparty software licensing, implementation, data management and recovery services and custom development costs; other expenses related to the Client’s purchase, sale, or transmittal of investments; fees for risk management systems and service providers; regulatory expenses (including, without limitation, expenses relating to regulatory reporting such as consultants, software and filing fees, including such reporting made by Saba Capital with regard to the Client’s portfolio or operations and expenses related to the preparation of Form PF, Form CPOPQR and any other similar expenses); fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Client or any subsidiary, including, without limitation, any governmental regulatory licensing; fees for risk management systems and service providers; set up and legal expenses; professional fees (including, without limitation, expenses of consultants and experts); the costs of organizing and maintaining any subsidiaries; costs relating to swaps (and similar agreements); external accounting and valuation expenses (including, without limitation, the cost of

accounting software packages); auditing and tax preparation expenses (excluding external partnership accounting software); accounting expenses; costs of printing and mailing reports and notices; research and market data costs (including, without limitation, any computer hardware and connectivity hardware incorporated into the cost of obtaining such research and market data); administrative expenses (including, without limitation, fees and expenses of the administrator, disbursements and administration expenses (including fees for the provision of middle-office and back-office services); nominee fees; directors’ and officers’ fees (including fees of AML Officers (as defined herein)); fees and expenses of any independent reviewer (as defined herein); Client-related insurance expenses (including, without limitation, premium payments for directors’ and officers’ and errors and omissions insurance and for Saba Capital and the General Partners’ liability insurance); other fees and expenses of the directors; entitylevel taxes); organizational and offering expenses; management fees; incentive fees; trustees’ fees; filing and registration fees; corporate licensing fees, taxes and other governmental fees and expenses; all regulatory expenses (including, without limitation, fees and expenses incurred in connection with the preparation and filing of regulatory filings); litigation-related and indemnification expenses; withholding and transfer fees; trademarks; other expenses related to the purchase, monitoring, sale, allocation, settlement, custody, valuation, appraisal or transmittal of assets and investments; extraordinary expenses, the cost of fidelity bonds intended to comply with the requirements of Section 412 of ERISA, if applicable; extraordinary expenses; reasonable transactional charges; and other similar expenses. To the extent that the assets of the Client are not treated as “plan assets” for purposes of ERISA, administration expenses shall include the costs of administrative services (including, but not limited to, accounting software and certain risk systems) and certain Client-related insurance expenses shall include errors and omission insurance covering Saba Capital and/or its affiliates and premium payments for Saba Capital liability insurance. To the extent the assets of a Client are treated as “plan assets” for purposes of ERISA, certain Clients will also bear administrative fees as described in a Client’s offering memorandum. “AML Officer” shall mean any person designated to act as anti-money laundering compliance officer, money laundering reporting officer and deputy money laundering reporting officer of the Client. “Investment Team Expenses” means all expenses incurred in connection with hiring, retaining, and compensating the Investment Team (as defined herein), including, but not limited to, all base compensation, sign-on and retention bonuses, discretionary performance-based compensation, deferred compensation, and other similar expenses (such as severance expenses and “buy out” expenses), in each case, that accrue for the benefit of the Investment Team. “Investment Team” means, with respect to Saba Capital and/or its affiliates, anyone who engages in the development of the investment strategies, implementation of the investment objective and risk oversight thereof on behalf of Clients. (See “Conflicts of Interest”). D. Additional Compensation and Conflicts of Interest Neither Saba Capital nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

The descriptions set forth in this Brochure of specific advisory services that Saba Capital offers to Clients, and investment strategies pursued and investments made by Saba Capital on behalf of its Clients, should not be understood to limit in any way Saba Capital’s investment activities. Saba Capital may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Saba Capital considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies Saba Capital pursues are speculative and entail substantial risks. Clients (and therefore, investors) should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Any defined terms not defined herein shall have the meaning ascribed to them in the respective Client’s offering documents. A. Methods of Analysis and Investment Strategies The Clients are managed in accordance with the investment objectives and guidelines set forth in their respective offering documents. A summary of such investment programs is provided below. i.

Flagship Funds

The Flagship Funds seek to generate superior absolute returns by implementing an investment process that combines fundamental analysis, quantitative analysis and proprietary screening tools to take advantage of relative value opportunities across various asset classes as well as opportunities across the capital structures of publicly traded and privately held companies. The Flagship Funds’ focus is on identifying and monetizing dislocations in global markets with the aim of constructing a portfolio with positive convexity profiles; provided, that the Master Flagship Fund’s focus with respect to the Market Neutral Interests and the Market Neutral Shares will also focus on maintaining a market-neutral approach at the Master Flagship Fund level. “Market Neutral Interests” and “Market Neutral Shares” shall both have the meanings ascribed to them in the Flagship Funds’ respective offering memorandum. Saba Capital has broad investment discretion in seeking to achieve the Flagship Funds’ objectives. The Flagship Funds may invest and trade in a variety of financial instruments, including, but not limited to, public and private equity and debt issues (such as investment and non-investment grade bonds, secured or unsecured), bank loans (secured or unsecured, funded or unfunded), public and 144A senior and subordinated debt offerings, bridge loans, private debt offerings, trade claims, litigation claims and financings, convertible securities, distressed securities, mezzanine securities, vendor financing, debtor-in-possession (“DIP”) financing, collateralized obligations (such as collateralized loan obligations, collateralized debt obligations, collateralized fund obligations, collateralized bond obligations, residential mortgage backed securities, commercial mortgage backed securities, to-be-announced contracts and other asset backed securities), leases, trade claims, litigation claims and financings, derivative indices (including, ABX, CMBX, CDX and iTraxx indices), private placements, CEFs that are operated by a diversified group of closed-end fund managers (“CEF Managers”), which qualify as RICs, SPACs, listed and unlisted common and preferred stocks and other equity-related instruments, rights, warrants, put and call options, forward contracts, when-issued securities and other derivatives, including credit default swaps (“CDS”), baskets of CDS, total return swaps and index swaps, interest rate swaps, swaptions, futures contracts,

sovereign bonds, reinsurance related securities and such other financial instruments as Saba Capital may deem appropriate from time to time. The Flagship Funds may also purchase and write options. Derivative instruments may be used for hedging as well as investment opportunities. Obligations may or may not be secured. The Flagship Funds will utilize leverage, and their portfolios may include both long and short positions. The Flagship Funds invest globally, with a primary focus in the United States, Canada, Asia, and Europe. Saba Capital, on behalf of the Flagship Funds, may invest its excess funds in short-term investments, including U.S. government securities, money market funds, commercial paper, certificates of deposit, and bankers’ acceptances. Saba Capital’s investment team seeks to develop and manage a portfolio comprised primarily of long and short positions in debt, equity, related derivatives or structured securities in various asset classes, including, but not limited to, corporates, sovereigns, mortgages, commodities, volatility, foreign exchange and rates. A range of trading strategies will be employed in order to take advantage of market opportunities which may include, among other things, mismatches between credit quality and credit spread, a security’s price and its realizable claim, the pricing and valuation of securities within the same capital structure, the perceived richness or cheapness of a particular asset class or the pricing of securities of one company versus another across industries. Although the individual strategies may have a long or short bias, the Master Flagship Fund’s portfolio with respect to the Market Neutral Interests and the Market Neutral Shares is expected to have a market-neutral risk profile. The market neutrality of the Master Flagship Fund with respect to the Market Neutral Interests and the Market Neutral Shares is achieved by maintaining the net “High-Yield Equivalent” (a proprietary measure of beta exposure of the Master Flagship Fund to the CDX HY Index) within a narrow band. The Master Flagship Fund’s investment manager will accomplish this by having the Market Neutral Interests and the Market Neutral Shares participate in certain investments in which the NonMarket Neutral Interests and the Non-Market Neutral Shares do not participate and/or by having the Market Neutral Interests and the Market Neutral Shares participate in more than their pro rata share of certain investments (determined based on net asset value relative to the Non-Market Neutral Interests and the Non-Market Neutral Shares) (such investments in which only the Market Neutral Interests and the Market Neutral Shares participate and the portion of such investments in which the Market Neutral Interests and the Market Neutral Shares have additional exposure (relative to the Non-Market Neutral Interests and the Non-Market Neutral Shares), collectively, the “Market Neutral Investments”). The investment team seeks to invest in securities and other investments that will satisfy the Flagship Funds’ investment objectives and generally have investment horizons of one to twelve months. ii.

Carry Neutral Funds

The Carry Neutral Funds seek to provide a carry neutral “tail hedge” through a portfolio primarily consisting of long and short CDS positions with the aim of achieving strong absolute returns during periods of market stress. The long portfolio is expected to be comprised of companies that have historically demonstrated minimal spread widening in past periods of market stress, while the short portfolio will be comprised of companies that have historically demonstrated heightened spread widening in past periods of market stress. Generally, the spreads of both sides of the portfolio will on average be similar to each other during normal market conditions. A “tail hedge” is designed to hedge against tail risk posed by events that, while rare, can significantly and adversely affect markets. Through the use of the long portfolio, the Carry Neutral Master Fund seeks to neutralize the cost of the “tail hedge”. To effect its investment objective, the Carry Neutral Funds invests all of its investable assets in

the Carry Neutral Master Fund. The Carry Neutral Master Fund invests primarily (i.e., at least 80% of the Master Fund’s assets (calculated on a gross notional basis excluding U.S. Government securities, any derivatives thereon and any assets that are used for cash management purposes)) in a portfolio of CDS on investment grade companies, global CDS indices and derivatives thereon. Saba Capital believes that by using proprietary tools and blending fundamental credit analysis with trade analytics, it can establish an effective tail hedge. Saba Capital has broad investment discretion in seeking to achieve the Carry Neutral Master Fund’s objectives. The Carry Neutral Master Fund may also invest and trade in a variety of financial instruments, including, but not limited to, credit default swaps, credit derivative indices (including CDX and iTraxx indices), baskets of CDS, derivatives (including interest rate and foreign exchange derivatives), bonds and equities (which includes (i) exchange traded funds, (ii) SPACs and (iii) CEFs that are operated by a diversified group of CEF Managers, which qualify as RICs and invest in equity and debt securities), collateralized obligations (such as residential mortgage backed securities, commercial mortgage backed securities, and to-beannounced contracts and other asset backed securities), reinsurance related securities, and such other financial instruments as the Carry Neutral Master Fund may deem appropriate from time to time. The Carry Neutral Master Fund’s portfolio may include both long and short positions in the foregoing securities. The Carry Neutral Master Fund invests globally, with a primary focus in the United States, Canada, Asia, the United Kingdom, Western Europe, and emerging markets. The Carry Neutral Master Fund will utilize notional leverage. iii.

CEF 1 Funds

The CEF 1 Funds seeks to generate superior absolute returns by implementing an investment process that combines fundamental analysis, quantitative analysis and proprietary screening tools to take advantage of opportunities by investing primarily in CEFs that are operated by a diversified group of CEF Managers, which qualify as RICs. Saba Capital has broad investment discretion in seeking to achieve the CEF 1 Master Fund’s objectives. The CEFs will have the flexibility to invest in a broad range of securities. The CEFs that the CEF 1 Funds invest in may themselves invest in equity and/or debt securities. The debt securities may range from short- to long-term maturities and may include investment grade, high-yield and/or unrated securities. Substantially all of the CEF’s assets may be invested in lower-rated securities, which may include securities having the lowest rating for non-subordinated debt instruments (i.e., rated C by Moody’s Investors Service (“Moody’s”) or CCC+ or lower by Standard & Poor’s Ratings Services and Fitch Ratings) and unrated securities of equivalent investment quality. The CEFs may also invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable, floating, and inverse floating rate instruments and preferred stock, and may use other investment techniques. The CEFs in which the CEF 1 Funds invest may also make short sales of securities or maintain a short position. The CEF 1 Funds may invest in CEFs that are domiciled outside of the U.S. or whose securities are traded on a non-U.S. exchange. In seeking to achieve its investment program, the CEF 1 Funds may also invest in other instruments, including, but not limited to, exchange traded funds (“ETFs”). In seeking to maximize value, the CEF 1 Funds may invest in CEFs that are, or Saba Capital believes may become, the subject of an activist campaign by a shareholder, such as a proxy

contest, whose aim is to eliminate or reduce the discount to the CEF’s net asset value. Such activism may be initiated by Saba Capital or by third parties. From time to time, the CEF 1 Funds are expected to use borrowings or other leverage for investment purposes but are not obligated to do so. The Long Only Interests and the Long Only Shares will generally have long exposure but may be hedged from time to time. The Hedged Interests and the Hedged Shares will generally be hedged. The CEF 1 Funds will generally employ hedges in respect of the Hedged Interests and the Hedged Shares, and may employ hedges in respect of the Long Only Interests and the Long Only Shares, by shorting single name equities and by shorting exposures to interest rates, equity baskets, CEFs, ETFs, and/or corporate bonds utilizing such instruments as Saba Capital determines to be appropriate, including, without limitation, futures, options, swaps, other derivatives, CEFs, ETFs and equity-linked futures. The CEF 1 Funds may also make direct investments, without limit, in derivatives, such as options, futures, forwards, or swap agreements. However, there is no guarantee that the CEF 1 Funds will be able to achieve these objectives during any such period. The cost of hedging may well exceed these levels, especially during periods of volatility. “Long Only Interests”, “Long Only Shares”, “Hedged Interests” and “Hedged Shares” shall have the meanings ascribed to them in the CEF 1 Funds’ respective offering memorandum. A Client may also invest in other funds or accounts which Saba Capital manages or advises. If such Client invests in other accounts, management fees and performance-based allocations or fees will not be charged or applied at both levels; however, such Client will bear its pro rata share of such other account’s other expenses. iv.

CEF SOF 1 Funds

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Saba Capital provides either investment advisory or sub-advisory services to the following groups of Clients: 

Private investment companies that are exempt from registration under Section 3(c)(7) of the Investment Company Act, as described in Item 4. Interests in the Clients are offered to qualified investors in the U.S. and elsewhere on a private placement basis. Such investors may include financial institutions, individuals, investment companies or partnerships, trusts, family offices, endowments, pension funds, and others.

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Registered Investment Companies (“RICs”) under the Investment Company Act for which Saba Capital serves as adviser or sub-adviser;

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An open-ended Irish collective asset management vehicle under the EU UCITS Directive for which Saba Capital serves as delegated investment manager; and

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Separately managed accounts.

Saba Capital and its affiliates accept performance-based fees from certain Clients. In addition, Saba Capital manages another Client account that is only charged sub-advisory fees and is not charged performance fees. Clients should be aware that performance fee arrangements may create a conflict of interest for Saba Capital, as they could incentivize Saba Capital to make riskier or more speculative investments than it would otherwise make absent a performance fee. In the allocation of investment opportunities, performance-based compensation arrangements may also create an incentive to favor accounts from which Saba Capital may receive greater performance-based compensation over accounts from which Saba Capital may receive less performance-based compensation. Consistent with its fiduciary obligations, Saba Capital has a policy of allocating investment opportunities on a fair and equitable basis measured over time. Saba Capital’s allocation guidelines are further discussed in Item 12.

A. Broker-Dealer Registration Status Saba Capital and its management persons are not registered as broker-dealers, and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status Saba Capital is registered as a CPO with the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act and is a member in such capacity of the National Futures Association. Saba Capital has been approved as a swap firm by the NFA. Pursuant to the rules of the CFTC, Saba Capital is not currently required to register as a commodity trading adviser (“CTA”). In connection with Saba Capital’s status as a registered CPO, Boaz Weinstein, Andrew Kellerman, Leah Jordan, Sean de Herder and David Han are registered as Associated Persons with the NFA. Saba Capital and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity trading advisors or associated persons of the foregoing types of entities. C. Material Relationships or Arrangements with Industry Participants, Other Investment Advisers, or Sub-Advisors Saba Capital, its personnel and its affiliates, serve as investment advisers, management companies, general partners, managing members, and/or special shareholders to multiple Clients. Saba Capital has entered into an agreement with Saba Capital Management (UK) Limited (the “U.K. Sub-Adviser”), a subsidiary of Saba Capital. The U.K. Sub-Adviser maintains an office in London, England, with its registered address at 53 Davies Street, London, W1K 5JH, United Kingdom. Under this agreement, the U.K. Sub-Adviser provides Saba Capital with marketing services under the National Private Placement Regime (the “NPPR”). The U.K. Sub-Adviser has entered into an appointed representative agreement with Robert Quinn Advisory, LLP (“RCA”) and Robert Quinn Consulting Ltd. RCA is a company incorporated in England & Wales, with its registered address at 4th Floor Elsley Court, 20-22 Great Titchfield Street, London, W1W 8BE, United Kingdom and is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”). RCA has taken regulatory responsibility for certain activities regulated under the U.K. Financial Services and Markets Act 2000, as amended, conducted by the U.K. Sub-Adviser. Saba Capital is a related adviser of Saba LT, LP (“Saba LT”), an investment adviser that is registered with the SEC. Saba Capital controls Saba LT. Saba Capital has the same principal office and place of business as Saba LT. Certain personnel of Saba Capital also serve as personnel of Saba LT. Saba Capital will devote as much of its time to the activities of each of the Clients as it deems necessary and appropriate. Saba Capital is not restricted from forming additional investment funds, from entering into other investment advisory or sub-advisory relationships or from engaging in other business activities, even though such activities may be in direct competition with existing Clients and may involve substantial time and resources of Saba Capital. These

activities could be viewed as creating a conflict of interest in that the time and effort of the members and partners of Saba Capital and its officers and employees will not be devoted exclusively to the business of the existing Clients but will be allocated between the business of the existing Clients and the management of the monies of other advisees of Saba Capital or of the business of Saba Capital’s affiliates. Certain business activities of Saba Capital may lead to potential conflicts of interest. The management of multiple Clients and the management by Saba Capital’s affiliates of their clients may give rise to potential conflicts of interest in connection with the concurrent management of the investments for one Client and the investments in other Clients or clients of Saba Capital’s affiliates. For example, a potential conflict of interest may arise as a result of Clients with similar investment objectives, whereby Saba Capital could favor one account over another. Another potential conflict could include Saba Capital’s knowledge about the size, timing and possible market impact of certain trades, whereby Saba Capital could use this information to the advantage of other accounts and to the disadvantage of a particular Client. However, Saba Capital has established policies and procedures to ensure that the purchase and sale of securities among all accounts managed by Saba Capital are fairly and equitably allocated. Other present and future activities of Saba Capital may give rise to additional conflicts of interest. For example, the investment activities of an account that Saba Capital manages, or more generally the activities of Saba Capital, may result in a Client being required to forgo certain investment or divestment activity or otherwise restrict the ability of a Client to engage in certain activities that would not otherwise be prohibited. In the event that a conflict of interest arises, Saba Capital will attempt to resolve such conflicts in a fair and equitable manner, as measured over time. Certain partners, directors, officers, consultants deemed by Compliance to be access persons, and employees of Saba Capital (collectively, the “Employees”) and/or certain partners, directors, officers, consultants deemed by Compliance to be access persons, and employees of affiliates of Saba Capital (collectively, the “Affiliate Employees,” and together with the Employees, the “Saba Group Employees”) may serve as directors or advisory board members of portfolio companies or other entities. In connection with such services, Saba Capital, its affiliates, and/or Saba Group Employees may either receive directors’ fees or other similar compensation attributable to such employees’ services with or waive such fees. If Saba Capital receives any such fees or compensation in connection such employees providing services to one or more portfolio companies in which its Clients invests, all of such fees or compensation ratably attributable to the Clients’ investment in such portfolio companies (net of taxes and other expenses related thereto) will be applied as an offset to the management fee on a dollar-for-dollar basis. Such amounts are not expected to be material. Employees of Saba Capital must have such arrangements pre-approved by the Chief Compliance Officer (“CCO”). Similarly, an Employee is required to seek pre-approval from the CCO and its relevant supervisor prior to serving as a director of any company, or engaging in any similar outside business activities that are not related to an investment by the Clients. Saba Capital from time to time engages service providers on behalf of itself and/or its Clients in which certain Clients, Saba Group Employees, affiliates, counterparties, and/or other personnel of Saba Capital or its affiliates have a financial interest in, participate in the management of, and/or serve on the advisory board of such service providers (each an “Affiliated Service Provider”). Clients engaging an Affiliated Service Provider are expected to bear the Affiliated Service Provider’s fees, terms and conditions, and expenses (including with respect to terms and compensation), which are expected to be competitive, when taken as a whole, with the compensation paid to, quality and quantity of the service provided by, and

terms and conditions of the engagement with third parties for comparable services that could reasonably be made available to such Clients. No management fee or expense offset is expected to be applied to the Affiliated Service Provider for such services. Saba Capital may be viewed as having an incentive to direct Clients to engage the Affiliated Service Provider because of the financial or other business interests of certain Clients, Saba Group Employees, affiliates and/or other personnel of Saba Capital or its affiliates. Saba Capital or its affiliates seek to mitigate any such conflict by, among other things, periodically evaluating as a whole, using commercially reasonable means, the pricing of, quality and quantity of the services provided by, and terms and conditions of engagements with alternative unaffiliated service providers. Saba Capital will provide discretionary and may provide non-discretionary investment management services to other Clients, as well as managed accounts and other investment partnerships or funds, which may have similar investment objectives to those of the Clients. Saba Capital has in the past, and will in the future, give advice and recommend securities to other Clients which may differ from advice (a) given by Saba Capital to, or securities recommended or bought for, the Clients, even though their investment objectives may be the same or similar to those of the Clients or (b) given by Saba Capital’s affiliates to, or securities recommended or bought for, clients of Saba Capital’s affiliates even though their investment objectives may be the same or similar to those of the Clients. Saba Capital currently manages, advises, and/or sub-advises certain other funds and accounts, including public funds, that invest and trade, from time to time, in substantially similar securities and instruments as those invested in and traded by the Clients. Such other accounts either currently provide now and may in the future provide, lower management fees and incentive compensation, more favorable liquidity terms (such as, more frequent liquidity, immediate termination rights, or more efficient cash management), and/or more favorable transparency rights than those provided to investors by the Clients. To the extent certain investors of such other accounts receive better transparency, such investors may be able to act on additional information that other investors in the appropriate Client do not receive, which, in certain circumstances may affect an investor’s decision to invest additional capital (or to remain invested) in other accounts. In addition, redemptions by investors in, or terminations by holders of, such other accounts may have a negative impact on Clients to the extent the Clients hold the same or similar positions as such other accounts. Saba Capital may provide investment recommendations to other accounts to which Saba Capital provides non-discretionary advice (“Non-Discretionary Accounts”) prior to implementing such recommendations to the other accounts to which Saba Capital provides discretionary management services (“Discretionary Accounts”). Accordingly, the Clients and other Discretionary Accounts may be seeking to obtain limited capacity from investments at the same time as such Non-Discretionary Accounts. In addition, to the extent such investments impose liquidity constraints, actions taken by the Non-Discretionary Accounts may be adverse to the Clients or other Discretionary Accounts. Non-Discretionary Accounts, may from time to time, have access or have the right to obtain information about investment decisions made for the Clients or Discretionary Accounts. Based on such information, the Non-Discretionary Accounts may take actions that are adverse to the Clients or Discretionary Accounts. Saba Capital may purchase or sell securities on behalf of other accounts, which may differ from those purchased or sold for a Client or by Saba Capital’s affiliates for their clients, even though their investment objectives may be the same or similar or they invest in substantially similar securities and instruments. The Client, for example, may make an investment at the same time that one or more of the other accounts is disposing of the same or a similar investment.

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A. Code of Ethics Saba Capital serves as an investment adviser and/or sub-adviser to the Clients, and as a result stands in a position of trust and confidence with respect to them. Accordingly, Saba Capital has a duty to act in the best interests of the Clients. Each Employee of Saba Capital is required to conduct his/her business consistent with the highest legal and ethical standards and in accordance with all applicable laws, rules, and regulations. In order to comply with these requirements, and protect the Firm’s reputation for integrity, Saba Capital has adopted a Code of Ethics. The Code of Ethics contains policies and procedures that serve to address certain conflicts of interest by, among other things:    

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Requiring Employees to act in the best interests of the Clients; Requiring that personal securities transactions must comply with all applicable laws, rules, and regulations of the countries in which Saba Capital operates or invests; Prohibiting Employees from taking inappropriate advantage of opportunities belonging to the Clients; Placing limitations on personal trading by Employees in “Covered Securities” (as defined in the Code of Ethics) and certain other asset classes (i.e., cryptocurrencies) and imposes pre-clearance and reporting obligations, a thirty-day holdings period with respect to most securities, and the prohibition of trading securities which the Client owns or routinely trades with limited exceptions; Requiring Employees to disclose and pre-approve personal investments in private securities, outside business activities, and political contributions; Requiring the disclosure of certain gifts or entertainment from certain third-parties; Limiting Employee use of social media; and Requiring that information concerning the identity of securities and the financial circumstances of the Clients and their investors be kept confidential.

A copy of Saba Capital’s Code of Ethics is available to investors and prospective investors upon request by contacting David Han, Saba Capital’s CCO, at (212) 542-4642. B. Investment in Securities that Saba Capital or a Related Person Has a Material Financial Interest i. Cross Trades If permissible under applicable law, Saba Capital only permits cross trades in limited circumstances, where Saba Capital determines that it is in the best interests of the Clients to transfer an investment between Clients or between clients of Saba Capital’s affiliates and Clients (each, a “Cross Trade”). Such circumstances may involve, without limitation, tax, liquidity, leverage, rebalancing, risk management, or some other reason, or for purposes of reducing transaction costs that may arise in an open market transaction. If Saba Capital determines that a Cross Trade is in the best interests of the Clients involved, the trade must be executed consistent with the principles of best execution under the circumstances, and it must be valued pursuant to Saba Capital’s valuation policy in place at the time.

Saba Capital generally executes Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two Clients may occur as an “internal cross,” where Saba Capital instructs the custodian for the Clients to book the transaction at the price determined in accordance with Saba Capital’s valuation policy. Additionally, a Cross Trade between a Client of Saba Capital and a client of Saba Capital’s affiliate may also occur as an “internal cross,” where Saba Capital and its affiliate each instructs the custodian for their respective clients to book the transaction at the price determined in accordance with Saba Capital’s and its affiliates’ valuation policy. If Saba Capital effects a Cross Trade, it will not receive any fee in connection with the completion of the transaction. Cross Trades will be approved by the relevant Client’s board of directors (if applicable), as well as the CCO, Chief Investment Officer, Chief Financial Officer, and Chief Operations Officer. ii. Principal Transactions To the extent that a Cross Trade may be viewed as a principal transaction, Saba Capital will comply with the requirements of Section 206(3) of the Advisers Act. A principal transaction occurs when an investment advisor, acting for its own account (or the account of an affiliate), buys a security from, or sells a security to, a Client’s account. In no event will a Client engage in a principal transaction except where Saba Capital has designated one or more unaffiliated persons to evaluate and opine on the proposed transaction (such as the board of directors of the Client). Saba Capital’s Compliance group (“Compliance”) will determine whether or not the transaction would constitute a principal transaction, and, if so, ensure that applicable preapprovals and legal requirements are satisfied. iii.

Trade Errors

Although Saba Capital’s Employees exercise due care in making and implementing investment decisions, errors inadvertently may occur from time to time. The term trade errors shall mean: (A) the placement of orders (either purchases or sales) in excess of the amount of an investment a Client intended to trade; (B) the sale of an investment when it should have been purchased; (C) the purchase of an investment when it should have been sold; (D) the purchase or sale of the wrong investment; and (E) the purchase or sale of an investment for the wrong Client and the post-settlement discovery of such purchase or sale. Any trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed in the market but result in losses, errors committed by other persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above in (A) through (E), are not considered trade errors. Notwithstanding the forgoing, if a trade does not result in an actual transaction, such loss of opportunity shall also not be deemed a trade error. It is the policy of the Firm to ensure that any trade error is addressed in an expeditious manner. Trade errors should be corrected as soon as reasonably practicable after discovery, allowing for the orderly disposition or acquisition of securities to correct the error. C. Investing in Securities that Saba Capital or Related Person Recommends to Clients In order to reduce certain conflicts of interest that may arise between Client accounts and the personal trading activity of Saba Capital’s Employees, Saba Capital has adopted policies within the Code of Ethics, together with Saba Capital’s policies and procedures to prevent and detect

market abuse and insider trading, placing restrictions on personal trading by Employees. Employees are required to periodically submit holdings and transaction reports, pre-approve transactions in covered securities prior to execution, and maintain exposure to a position in a security for a minimum of 30 days before exiting the transaction. Unless pre-approved by Compliance, Employees are generally prohibited, with limited exceptions, from transacting in any security (or a related security such as a security of the same issuer) that Saba Capital recommends to Clients. Because such investments have the potential to create a conflict of interest between Saba Capital and Clients, any such exception is evaluated by Compliance in accordance with Saba Capital’s fiduciary obligations to Clients. It is the responsibility of all Employees to ensure their adherence to the Code of Ethics. Compliance is responsible for monitoring for potential violations of the Code of Ethics, including without limitation the monitoring and review of Employee personal securities transactions. D. Conflicts of Interest Created by Contemporaneous Trading. Saba Capital manages investments on behalf of a number of Clients. Certain Clients may have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. See Item 12 (Brokerage Practices) for a description of Saba Capital’s policy to allocate investment opportunities among all Clients fairly, to the extent practical and in accordance with each Client’s applicable investment strategies, over a period of time.

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Saba Capital has full discretionary authority to manage certain Clients, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or mark-ups and mark-downs paid. Saba Capital’s authority is limited by its own internal policies and procedures, its duty to obtain “best execution” on behalf of its Clients, and each Client’s investment guidelines. Saba Capital is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission. In selecting brokers or dealers to execute transactions, Saba Capital seeks to obtain best execution, taking into account quantitative and qualitative factors affecting the execution quality of a transaction including but not limited to (i) the size and type of the transaction, (ii) the nature and character of the markets for the security to be purchased or sold, and (iii) the execution efficiency, execution speed, market impact, settlement capability, research provided, and the financial condition of the broker-dealer firm. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Clients by brokers in the foregoing circumstances may be higher than those charged by other brokers who may not offer such services. Saba Capital has established a Brokerage Committee to oversee, and perform reviews of its best execution policies and procedures. The Brokerage Committee is chaired by the CCO. On a periodic basis, the Brokerage Committee reviews the overall execution quality of the Clients, as well as potential conflicts of interest which may arise from gifts and entertainment received from, or family relationships with, broker-dealers. i. Research and Other Soft Dollar Benefits Saba Capital may allocate portfolio transactions to brokers that pay some or all of the costs of brokerage and research services which are of benefit to the Clients and Saba Capital. Saba Capital has not and does not plan to enter into commission-sharing arrangements with, and does not maintain soft dollar or Client commission accounts with broker-dealers. Saba Capital may accept products or services that may be considered soft dollar benefits, but will only do so within the parameters of the safe harbor of Section 28(e) of the Exchange Act. ii. Brokerage for Client Referrals As discussed above, subject to best execution, Saba Capital may consider, among other things, capital introduction and marketing assistance with respect to investors in the Clients in selecting or recommending broker-dealers for the Clients. iii. Directed Brokerage Saba Capital does not have directed brokerage agreements.

iv.

Commission Recapture

The Clients may from time to time participate in commission recapture programs with certain brokers or dealers. The Clients may notify Saba Capital of such arrangements and request Saba Capital to use the brokers or dealers in such arrangement, but Saba Capital shall have no obligation to do so if Saba Capital determines that best execution cannot be obtained through such brokers or dealers. B. Order Aggregation Client transactions will generally be executed on an aggregated basis where Saba Capital believes that to do so will allow it to obtain best execution and/or reduce transaction costs. If an order is not filled at the same price, they may be allocated among Clients on an average price basis. Similarly, if an order on behalf of more than one Client cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which Saba Capital considers fair and equitable. Saba Capital will allocate investment opportunities among its Clients in a fair and equitable manner as to the extent practical and in accordance with each Client’s applicable investment strategies measured over a period of time. Saba Capital will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, any Client solely because Saba Capital purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another Client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical, or desirable for the Client. If an investment opportunity is appropriate for more than one Client, it will generally be allocated among the Clients on a pro rata basis. However, investment opportunities may be allocated on a non-pro rata basis if deemed appropriate by Saba Capital taking into consideration certain factors including, but not limited to, (i) the potential for the investment to create an imbalance in a Client’s portfolio, (ii) available capital (adjusted for leverage) of such account or fund and its investment program’s time horizon or constraints, (iii) potentially adverse tax consequences, (iv) regulatory and risk considerations and restrictions (including the need to re-size risk in a Client’s portfolio), (v) liquidity requirements of the account, (vi) an effort to avoid odd lots, (vii) whether the risk-return profile of the proposed investment is consistent with the account’s objectives, whether such objectives are considered (a) solely in light of the specific investment under consideration or (b) in the context of the portfolio’s overall holdings, (viii) the hedging of market, credit and other forms of risk and funding objectives of the Clients (ix) cash constraints of a Client, (x) express instructions from a Client if such Client is a separately managed account, and (xi) other exceptions approved in keeping with principles of fiduciary responsibility, equitable allocation, and the Clients’ investment guidelines. Allocations of investment opportunities among a Client and one or more of the other accounts are generally on a pari passu basis; provided that priority allocations are expected to be made to an under allocated Client (in the event of a purchase) and to an over allocated Client (in the event of a sale) until such Client “catches up.” Saba Capital’s policies and procedures are intended to produce fairness over time, but may not, and are not expected to, produce mathematical precision in the allocation of individual purchases and sales of investments in any given case or over time. Moreover, due to the fact that the Firm allocates opportunities across a number of different Clients and across several different investment strategies and sub101

strategies, it should be expected that a large portion of trade allocations will be allocated on a basis other than pari passu. With respect to allocations of limited investment opportunities, such as privately placed securities and initial public offerings of securities, Saba Capital will determine which Clients are eligible to participate in those opportunities. Limited investment opportunities will generally be allocated among all eligible Clients in proportion to their relative capital balances in accordance with the procedures set forth above. Clients without sufficient available capital will not participate. In certain circumstances, Saba Capital may give added weight to those Clients whose investment programs are responsible for obtaining the investment opportunity when allocating limited investment opportunities.

Saba Capital may, from time to time, enter, and in the past has entered into capital introduction arrangements with certain financial institutions under which the financial institution does not receive compensation for the service. Saba Capital does not receive economic benefits from non-Clients for providing investment advice and other advisory services. Saba Capital currently utilizes third-party placement agents to refer investors to one or more Clients. These placement agents receive compensation contingent upon referring investors to the Clients, based on an agreed-upon fee schedule. Saba Capital, on behalf of its Clients, utilizes a foreign paying agent and a representative bank to comply with specific marketing regulations in a foreign jurisdiction. The payment agent and representative bank receive a set fee for their services. Neither the paying agent nor the representative bank solicits potential clients for the Clients, provides, or receives compensation for client referrals.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Saba Capital’s advisory business, management persons, or the integrity of Saba Capital’s management.

A. Frequency and Nature of Review of Client Accounts or Financial Plans Saba Capital performs various daily, weekly, monthly, quarterly, periodic, and ad hoc reviews of each Client’s portfolio. Such reviews are conducted by Compliance and personnel of Saba Capital’s trading, operations, and research staff. B. Factors Prompting Review of Client Accounts Other than a Periodic Review A review of a Client account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients Generally, investors in the Clients receive weekly and monthly performance estimates, and a monthly and/or weekly report from Saba Capital documenting the performance of their Client, along with a monthly report of selected risk attributions of the Client, although Saba Capital may provide certain investors with information on a more frequent and detailed basis if agreed to by Saba Capital. Such reports are created by Saba Capital and a third-party independent administrator. Information contained in these reports may also be available through the administrator’s password-protected website. In addition, Saba Capital issues tax reports and audited financial statements to investors for their respective Clients within 90-120 days of the end of each Client’s fiscal year.

Client assets are generally held in custody at unaffiliated qualified custodians; however Saba Capital is deemed to have custody of certain Clients’ funds and securities because it has the authority to obtain those Client funds or securities, for example, by deducting advisory fees from a Client’s account or otherwise withdrawing funds from a Client’s account. With respect to separately managed accounts, Clients are generally responsible for selecting their own Custodians. Investment advisers with custody of Client funds or securities are required to comply with the requirements of Rule 206(4)-2 of the Advisers Act (the “Custody Rule”). Each Client for whom Saba Capital is deemed to have custody is subject to audit at least annually by an independent public accountant that is registered with, and subject to regular oversight by, the Public Company Accounting Oversight Board (“PCAOB”). Ernst & Young is the Clients’ independent public accountant. Within 90-120 days of the applicable fiscal year, Saba Capital will ensure that the Clients distribute their audited financial statements to all Clients, and investors within the Clients.

Generally, Saba Capital has discretionary authority to manage the securities portfolios of certain Clients pursuant to investment management agreements. Saba Capital’s discretionary authority is generally subject to such restrictions as set forth in each Client’s offering documents (i.e., offering memorandum, investment management agreement, subscription documents, and limited partnership agreement for the Delaware and Cayman Islands limited partnerships or offering memorandum, investment management agreement, subscription documents, articles of association for the Cayman Islands companies) as well as any written instructions provided by the Client to Saba Capital and applicable regulations. In the case of separately managed accounts, Clients may impose investment restrictions that are negotiated between Saba Capital and the Client pursuant to an investment management agreement.

Proxy Voting The SEC adopted Rule 206(4)-6 under the Advisers Act (the “Proxy Voting Rule”), requiring registered investment advisers that exercise voting authority over Client securities to implement proxy voting policies. Saba Capital has adopted proxy voting policies and procedures to ensure compliance with the Advisers Act. Saba Capital’s general policy is to vote proxy proposals, amendments, consents or resolutions relating to Client securities, including interests in private investment funds, if any (collectively “proxies”), in a manner it believes serves the best interests of the Clients. Except as set forth below, the Firm has engaged BroadRidge Financial Solutions, Inc. to compile and vote all proxy ballots on behalf of the Firm, using specific guidelines and recommendations provided by Glass, Lewis & Co., LLC (“Glass Lewis”). Notwithstanding the foregoing, with respect to the proxy proposals relating to CEFs, the Firm will (1) generally vote in favor of liquidation, open-ending and tender offers, against entrenched directors, and in favor of other similar votes that the Firm, in its good faith discretion, believes can potentially positively impact (i.e., narrow) a CEF’s discount (collectively, “Discount Recommendations”), and (2) for all other CEF related matters, in accordance with Glass Lewis or, in Saba’s good faith discretion, vote in accordance with the recommendation adopted by a majority of the Independent Directors of any Client invested in the CEF (the “Independent Board”). In certain situations, Saba Capital may elect to abstain from voting a proxy if it believes that such abstention is in the best interests of the relevant Clients or if voting the shares held by such Client in the same proportion as the vote of all other holders of the securities of an investment company (a “Mirror Vote”) is not operationally feasible. For purposes of this Item 17 (Voting Client Securities), all references to CEFs shall be deemed to include both U.S. closed-end funds and other similar investments including, but not limited to, U.K. investment trusts. In the event Saba believes that it may have a conflict of interest relative to a specific proxy vote for a Client portfolio holding, Saba shall vote such proxies, on behalf of its Clients in accordance with any of the following, in Saba’s good faith discretion: (i) the recommendation of Glass Lewis; (ii) the recommendation adopted by an Independent Board (even if such Board made its determination only on behalf of the Client which it serves and not on behalf of the other Clients invested in the holding with the proxy at issue); or (iii) in the case of the Saba ETF, BRW and SABA, the Mirror Vote (the foregoing is hereby referred to as the “Conflicts Voting Procedure”). Saba Capital may, from time to time, determine that it is in the best interests of its Clients to depart from (i) specific Glass Lewis recommendations (ii) and Discount Recommendations, such as where a portfolio manager, with the approval of the CIO or his designee, has a view on a particular issuer or corporate action that deviates from such recommendations. Investment professionals deviating from these recommendations must seek pre-approval from Compliance and provide Compliance with a written explanation of the reason for the deviation. If the Saba ETF, BRW or SABA invests in investment companies (and in the case of the Saba ETF, pursuant to Section 12(d)(1)(F) of the Investment Company Act), it will generally (i) seek instruction from the fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, (ii) Mirror Vote or (iii) elect to not submit a proxy vote. However, under certain circumstances (including when the Firm believes voting the shares in a particular manner is in the best interests of BRW or SABA) and only to the extent permitted

by law, the Firm may vote the funds’ shares of an investment company in the same manner as would be voted for other Clients holding such shares in accordance with Saba Capital’s general policy. For purposes of this Item 17 (Voting Client Securities), all references to “investment companies” shall be deemed to include both U.S. registered investment companies registered under the Investment Company Act and other similar investments including, but not limited to, U.K. investment trusts. For the avoidance of doubt, Saba Capital retains the authority to vote proxies, has not delegated such authority to any other party, and may vote against any proxy voting service recommendation if it determines such recommendation is contrary to its Clients’ best interests. Saba Capital performs ongoing due diligence on its proxy voting vendors and believes that the proxy voting vendor’s internal policy regarding conflicts of interest satisfies conflicts of interest concerns. Clients may contact Saba Capital for a copy of the proxy voting policies or information with respect to a specific Client proxy vote. Class Actions Saba Capital does not commit to participate in all class actions that may arise with regard to a Client’s portfolio securities. Upon receipt of class action information, the General Counsel will evaluate the costs versus the benefits of participation in the suit for each pertinent Client. Unless the General Counsel determines that it would be in the best interests of a Client, Saba Capital will not participate in the class action on behalf of the Client. Saba Capital generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs.

Saba Capital is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.