Saba Capital Management, L.P.: investment adviser

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.

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.

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.

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

The CEF SOF 1 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 opportunities in a particular group of CEFs that may become the subject of a proxy contest, whose aim is to eliminate or reduce the discount to the CEF’s net asset value. The CEFs that the CEF SOF 1 Funds invest in may themselves invest in equity and/or debt securities or private 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 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 SOF 1 Funds invest may also make short sales of securities or maintain a short position. The CEF SOF 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. From time to time, CEF SOF 1 Funds are expected to use borrowings or other leverage for investment purposes but are not obligated to do so. The CEF SOF 1 Funds are further expected to use hedges for investment purposes. It is anticipated that the CEF SOF 1 Funds will employ hedges by shorting single name equities. The CEF SOF 1 Funds may also employ hedges by

shorting exposures to interest rates, equity baskets, CEFs, ETFs and/or corporate bonds utilizing such instruments as the CEF SOF 1 Funds determine to be appropriate, including, without limitation, futures, options, swaps, other derivatives, CEFs, ETFs and equity-linked futures. The CEF SOF 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 SOF 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. v.

CEF SOF 2 Funds

The CEF SOF 2 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 opportunities in CEFs that are located in a specific geographic area and which are operated by a diversified group of CEF Managers. The CEF SOF 2 Funds will invest in a portfolio of a select number of CEFs that may become the subject of a proxy contest, whose aim is to eliminate or reduce the discount to the CEF’s net asset value. The CEFs that the CEF SOF 2 Funds invest in may themselves invest in equity and/or debt securities or private 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 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 SOF 2 Funds invest may also make short sales of securities or maintain a short position. The CEF SOF 2 Funds may invest in CEFs that are domiciled outside of the U.K., the British Crown Dependencies or the United Kingdom Overseas Territories or whose securities are traded on an exchange outside of the U.K., the British Crown Dependencies and the United Kingdom Overseas Territories. From time to time, CEF SOF 2 Funds are expected to use borrowings or other leverage for investment purposes but are not obligated to do so. The CEF SOF 2 Funds are further expected to use hedges for investment purposes. It is anticipated that the CEF SOF 2 Funds will employ hedges by shorting single name equities. The CEF SOF 2 Funds may also employ hedges by shorting exposures to interest rates, equity baskets, CEFs, ETFs and/or corporate bonds utilizing such instruments as the CEF SOF 2 Funds determine to be appropriate, including, without limitation, futures, options, swaps, other derivatives, CEFs, ETFs and equity-linked futures. The CEF SOF 2 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 SOF 2 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.

vi.

BRW

Certain of Saba Capital’s investment strategies and practices mentioned herein are employed by BRW. vii.

SABA

Certain of Saba Capital’s investment strategies and practices mentioned herein are employed by SABA. viii.

Separately Managed Accounts & Other Private Funds

Certain of Saba Capital’s investment strategies mentioned above are employed in additional funds of one and separately managed accounts. ix.

Sub-Advised Funds

Saba Capital acts as the sub-adviser to Saba ETF and delegated investment manager to UKIT which pursues certain of Saba Capital’s investment strategies and practices mentioned herein. i.

All Clients

A Client may also invest in funds managed by third party managers (“Third Party Managed Funds”) or may allocate portions of their assets to third party managers to manage on a discretionary basis, if Saba Capital determines that such an arrangement represents the best way to access a particular investment opportunity or otherwise expand the investment expertise available to the Client. A Client may be subject to various costs relating to such investments, including additional performance-based or fixed asset-based fees or allocations payable or allocable to such third-party managers. Any such fees and allocations will not reduce the Management Fee or the Incentive Fees. Subject to applicable law, a Client may also invest in other funds or accounts which Saba Capital or its affiliates, manage or advise (“Affiliate Managed Funds”). If a Client invests in an Affiliate Managed Fund, management fees and performance-based allocations or fees will not be charged or applied at both levels; however, such Client may bear its pro rata share of such Affiliate Managed Fund’s other expenses. B. Material, Significant, or Unusual Risks Relating to Investment Strategies The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by Saba Capital. These risk factors include only those risks Saba Capital believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by Saba Capital. The risks set forth herein with respect to the Clients are expected to be applicable to other private investment funds, separately managed accounts, and/or RICs managed by Saba Capital in the future to the extent the investment programs overlap with that of the Clients. The following risk factors apply to both direct investments in Clients and indirect investments in the SPACs, CEFs, Third Party Managed Funds, and Affiliate Managed Funds in which certain Clients invest.

An investment in a Client involves a high degree of risk, including the risk that the entire amount invested may be lost. Some Clients have in the past, and will in the future invest in, and actively trade, securities and other financial instruments using a variety of strategies and investment techniques with significant risk characteristics, including the risks arising from the volatility of the fixed-income markets, the risks of short sales, the illiquidity of derivative instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that a Client’s investment program will be successful, or that the Client’s returns will exhibit low correlation with an investor’s traditional securities portfolio or that an investor will receive a return of its capital. In addition, there will be occasions when Saba Capital and its affiliates may encounter potential conflicts of interest. Clients may use leverage and may utilize investment techniques such as option transactions, short sales, derivatives trading and futures and forward contracts, which practices can involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which the Client’s investment portfolio may be subject. Moreover, certain of the following risk factors apply to both the Client and the CEFs, SPACs, Third Party Managed Funds, and/or Affiliate Managed Funds in which a Client invests. As a result, references herein to Clients, unless otherwise indicated or required by the context, shall include the CEFs, SPACs, Third Party Managed Funds, and/or Affiliate Managed Funds, and references herein to Saba Capital, unless otherwise indicated or required by the context, shall include the CEF managers, SPAC sponsor vehicles and the executive officers appointed to manage the operations of a SPAC, investment managers of Third Party Managed Funds, and/or investment managers of Affiliate Managed Funds. There can be no assurance that a Client’s investment objective will be achieved or that an investor will receive a return of its capital. In addition, there will be occasions when Saba Capital and its affiliates will encounter potential conflicts of interest in connection with a Client. In connection with certain investments made by certain Clients, such Clients may receive, as a package with such investments, certain “tokens” or other “digital assets”, such as token warrants. Such investments may be held until the resolution of a particular event or circumstance. The Clients may also use digital assets to hedge such investments where appropriate. Prospective investors should consider the following additional factors in determining whether an investment in a Client is a suitable investment: Highly Volatile Markets. The prices of financial instruments in which Saba Capital, on behalf of the Clients, may invest can be highly volatile. Price movements of forward and other derivative contracts in which the Clients’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Clients are subject to the risk of failure of any of the exchanges on which its positions trade or of their clearinghouses. There can be no assurance that a Client will not suffer material adverse effects from broad and rapid changes in market conditions. Recent market conditions have shown that markets can quickly change at times or in ways that are difficult for Saba Capital to predict, so even a well analyzed investment approach may not protect a Client from significant losses under certain market conditions. Global Market Investments. Saba Capital, on behalf of the Clients, may invest in the equity, debt or other securities and instruments of issuers located outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different,

particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Income received by the Clients from sources within some countries may be reduced by withholding and other taxes imposed by such countries. The Clients may be subject to additional risks which include possible adverse political and economic developments and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. While Saba Capital will take these factors into consideration in making investment decisions for the Clients, no assurance can be given that the Clients will be able to fully avoid these risks. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Clients’ performance. Emerging Market Investments. Certain markets in which the Clients may invest may be regarded as emerging or developing markets. In emerging and developing markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging and developing market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in financial instruments may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Clients may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Due to the foregoing risks and complications, the costs associated with investments in emerging market securities generally are higher than for securities of issuers based in developed countries. Currency Risks. The Clients’ investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Saba Capital may try to hedge these risks by investing directly in foreign currencies, buying and selling forward foreign currency exchange contracts and buying and selling options on foreign currencies, but there can be no assurance such strategies will be effective.

Credit Risk. An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixedincome security may be downgraded after purchase, which may adversely affect the value of the security. Interest Rate Risk. Changes in interest rates will affect the value of the Clients’ investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Contingent Liabilities. From time to time the Clients may incur contingent liabilities in connection with an investment. For example, the Clients may enter into agreements pursuant to which they agree to assume responsibility for default risk presented by a third-party, and may, on the other hand, enter into agreements through which third-parties offer default protection to the Clients. Fraud. Of paramount concern in investments in loans is the possibility of material misrepresentation or omission on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of a Client to perfect or effectuate a lien on the collateral securing the loan. A Client will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable when it makes its investments but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Short Selling. General Risk. The success of certain Clients’ short selling investment strategy depends upon Saba Capital’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to such Clients of buying those securities to cover the short position. Borrowing and Counterparty Risk. There can be no assurance that a Client will be able to maintain the ability to borrow securities sold short. In such cases, such Client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though a Client secures a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing such Client to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by such Client.

In addition, certain Clients may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If a Client is unable to deliver the additional margin required, such Client may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, such Client may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of such Client. A Client may make “short sales against-the-box,” in which it will sell short securities it owns or has the right to obtain without payment of additional consideration. If a Client makes a short sale against-the-box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into those securities) and will be required to hold those securities while the short sale is outstanding. Such Client will incur transaction costs, including interest expense, in connection with opening, maintaining and closing short sales against-the-box. Further, fees charged to a Client for borrowing securities may be substantial and may decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and a Client may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk. A so-called “short squeeze” can occur when the price of securities in which a Client has an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A “short squeeze” may result in such Client having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of such Client’s short positions, including, without limitation, as a result of legally-required reporting with respect to such Client’s ownership of options to purchase the underlying security being shorted. Legal Restrictions and Reporting-Related Risk. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which a Client invests may be materially affected and the ability of Saba Capital to take advantage of opportunities for short selling may be significantly reduced. Specifically, on October 13, 2023, the SEC adopted new rule 13f-2 (“Rule 13f-2”) of the Exchange Act. Rule 13f-2 requires institutional investment managers to report equity security short positions to the SEC on new Form SHO. While the Form SHO information that Saba Capital will file with the SEC (if any) is treated as confidential, the SEC plans to publish

aggregated data derived from Form SHO submissions within a month of the end of each reporting period. This information published by the SEC will be the aggregated gross short position for each class of equity security and the aggregate of the net activity reported by all reporting managers for each equity security. In addition, each month the SEC also plans to publish similar aggregated Form SHO data for the prior 12 months that reflect updated information that accounts for any changes that result from amendments and restatements to Form SHO filings. Rule 13f-2 went into effect on January 2, 2024; however, compliance with the Rule 13f-2 reporting requirements will not be required until January 2028. While the short position information provided by Saba Capital to the SEC will be confidential and not available to the public, market participants will now have monthly visibility, albeit on an aggregate basis, into the magnitude of open short positions with respect to a particular issuer. The disclosure that will be provided pursuant to Rule 13f-2 increases the risk that a “short squeeze” could occur in one or more short positions maintained by a Client because market participants will now have broad and regularly recurring information regarding the open short positions. Trading of Swaps. Clients may enter into swap transactions. A swap transaction is an individually negotiated, non-standardized derivative agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, currency exchange rates, securities, commodities or other items, indices, or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Swap contracts are not traded on exchanges and are not otherwise regulated, and as a consequence investors in such contracts do not benefit from regulatory protections. Swap trading is similar to the spot and forward markets in that banks, broker-dealers or their affiliates generally act as principals in the swap markets, and the Master Fund is subject to risks similar to those described in the discussion of the spot and forward markets. Maintenance of a Short Exposure. The investment strategy utilized by certain Clients involves the purchase of CDS protection on low spread investment grade bonds, equity puts and other equity derivatives, CDS on credit indices, CDS on high-yield bonds, CDS on bank loans, interest rate derivatives or selling short physical bonds and equity index futures. Selling short physical bonds and purchasing CDS to maintain a short exposure will result in negative carry with respect to such securities and thus, even with selling CDS and with credit spreads unchanged, the Client may lose value (e.g., over time or rapidly) in the event that the price of the securities do not move in such a way as to offset the negative carry. Certain Clients may sell CDS and/or buy bonds, equities and closed-end funds to offset the negative carry of the short positions, but there is no guarantee such Clients will be able to fully offset such loss in value. As a result, in a spread tightening environment, an investor may lose all or part of its investment in such Clients. Losses will be higher with higher leverage and tighter spreads. Market Neutral or Hedged. Designated share classes in the Flagship Funds, CEF 1 Funds, and certain other Clients are designed to be “market neutral” or “hedged” – meaning that these share classes seek to generate investment returns that are independent of the market environment and uncorrelated with both stocks and bonds. The performance of a market neutral or hedged strategy is driven primarily by Saba Capital’s skill in selecting individual investments or exposures, across asset class, capital structures, geographies or sectors. By shorting investments, Saba Capital considers unattractive and taking long positions in investments Saba Capital considers attractive, Saba Capital seeks to capture the spread in performance between the strongest and weakest investments. This works best when there is a significant dispersions between the best- and worst-performing investments. However, there is

no guarantee Saba Capital’s techniques and the components of the portfolio will work as intended and that Saba Capital will achieve its investment objectives. Capital Structure Arbitrage. The success of certain Clients’ capital structure arbitrage strategies depends upon Saba Capital’s ability to identify and exploit the relationships between movements in different securities within an issuer’s capital structure (including bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that Saba Capital will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which the Clients will seek to invest will reduce the scope for the Client’s investment strategies. In the event that the perceived mispricing’s underlying a Client’s positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal, tax and regulatory environment worldwide for private investment funds (such as the Clients) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Clients to pursue its investment program and the value of investments held by a Client. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of a Client to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on a Client and the investors’ investments therein. In addition, Saba Capital may, in its sole discretion, cause the appropriate Client to be subject to certain laws and regulations if it believes that an investment or business activity is in the appropriate Client’s interest, even if such laws and regulations may have a detrimental effect on one or more investors. Increased Regulatory Oversight. Increased regulation and regulatory oversight of and changes in law applicable to private investment funds and their managers may impose administrative burdens on Saba Capital, including, without limitation, responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert Saba Capital’s time, attention and resources from portfolio management activities. Such regulatory inquiries are generally confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Alternative Investment Fund Managers Directive. The Alternative Investment Fund Managers Directive (the “AIFM Directive”) regulates: (i) alternative investment fund managers (each, an “AIFM”) based in the European Economic Area (the “EEA”) or the United Kingdom; (ii) the management of any alternative investment fund (“AIF”) established in the EEA or the United Kingdom (irrespective of where an AIF’s AIFM is based); and (iii) the marketing of any AIF, such as the Client, to professional investors in the EEA or the United Kingdom. Under the AIFM Directive, certain conditions must be met to permit the marketing of the shares to any potential and existing investors in the EEA or the United Kingdom. Saba Capital has notified each of the Offshore Flagship Fund, Offshore CEF 1 Fund, Offshore Carry Neutral Fund, Offshore CEF SOF 1 Fund, and Offshore CEF SOF 2 Fund for marketing under the UK AIFM Directive national private placement regime. The ability of a Client or Saba Capital to offer the shares in the EEA will depend on the relevant state permitting the marketing of non24

EEA domiciled funds under the national private placement regimes implementing the AIFM Directive and the ability of a Client and Saba Capital to comply with such national private placement regimes, where available. Compliance with the requirements of such regimes may increase the costs of the administration of a Client significantly, including the costs of regulatory reporting services to a Client and custody and prime brokerage services provided to a Client. As such, a Client’s ability to market the shares to EEA investors may be limited. Widening and Narrowing Credit Spreads. Certain Clients may be impacted by the widening or narrowing of credit spreads. If credit spreads were to narrow, it would result in an increase in the cost to certain Clients of buying securities to cover the short position or resulting in the inability of certain Clients to cover the short position. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated. There is no limitation on daily price movements and speculative position limits are not applicable. The primary risks associated with entering into such transactions include the risk that there will not be a market for such instruments; that trading will be disrupted because of unusually high trading volume, government intervention or other factors; that there is counterparty credit risk; and that the counterparty may not be able to perform on its obligation under the contract. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of controls by governmental authorities might also limit such forward trading to less than that which Saba Capital would otherwise recommend, to the possible detriment of a Client. Market illiquidity, trading disruption, or failure of the counterparty to perform could result in major losses to a Client. To the extent possible, Saba Capital endeavors to deal only with counterparties that are creditworthy and reputable institutions, but such counterparties need not be rated investment grade. Regulatory Consequences of Holding Significant Positions. In the event a Client acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, a Client may be subject to regulation and regulatory oversight as well as the issuers’ operative documents that may impose notification and filing requirements or other administrative burdens on the Client and Saba Capital. Any such requirements may impose additional costs on a Client and may delay the acquisition or disposition of the securities or the Client’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators (or the issuers’ operative documents) that may limit the Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a security. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that a Client’s position limits were aggregated with an affiliate’s position limits, the effect on the Client and resulting restriction on its investment activities may be significant. If at any time positions held by a Client and/or other accounts managed by Saba Capital or its affiliates were to exceed applicable position

limits, Saba Capital would be required to liquidate positions, which might include positions of a Client, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Fund might have to forego or modify certain of its contemplated trades. In addition, a Client, acting alone or as part of a group, may (i) acquire beneficial ownership of more than 5% of a class of securities of a single issuer which would require the filing of a Schedule 13D or 13G with the SEC or (ii) acquire beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company which would impose certain limitations on a Client’s ability to trade in such securities, including the restrictions under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Section 16 of the Exchange Act, one or more Clients may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. In such a scenario, the one or more Clients causing the profit disgorgement will also bear the fees and expenses relating to such disgorgement (regardless of whether the Client earned a profit). Furthermore, in such circumstances a Client will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. Such regulations and limitations arising from significant positions of a Client and/or other accounts managed by Saba Capital or its affiliates may cause increased transaction costs and impact Saba Capital’s investment decisions with respect to such positions. Moreover, a Client’s ability to realize value from certain of its investments may depend upon the ability of Saba Capital to influence the management of a portfolio company to take certain actions, including, for example, a recapitalization, liquidation, open-ending, tender, restructuring, spin-off, or sale of the business or enhancement to operating performance. If Saba Capital is incorrect in its assessment of the impact such action will have on the value of a portfolio company, or if it is unsuccessful in persuading the portfolio company’s management to take the desired action, a Client may sustain a loss on its investment in the portfolio company, resulting in a reduction of the value of the Client’s investment. The size of a Client’s investment position (individually and/or with the investment positions of other accounts managed by Saba Capital or its affiliates) may also make it more difficult for the Client to dispose of its holdings without impacting the price of its securities or otherwise limit the manner in which the Client may seek to effect such disposition. Hedging Transactions. Saba Capital, on behalf of the Clients, may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Clients’ investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Clients’ unrealized gains in the value of the Clients’ investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Clients’ portfolios; (v) hedge the interest rate or currency exchange rate on any of the Clients’ liabilities or assets; (vi) protect against any increase in the price of any securities the Clients anticipate purchasing at a later date or (vii) for any other reason that Saba Capital deems appropriate. The success of the Clients’ hedging strategies will depend, in part, upon Saba Capital’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Clients’ hedging strategies will also be subject to Saba Capital’s ability to continually

recalculate, readjust and execute hedges in an efficient and timely manner. While the Clients may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Clients than if they had not engaged in such hedging transactions. For a variety of reasons, Saba Capital may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Clients from achieving the intended hedge or expose the Clients to risk of loss. Saba Capital may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Clients’ portfolio holdings. Leverage Risks. The use of leverage will, in certain instances, enable the Clients to achieve a higher rate of return than would be otherwise possible. Leverage may take the form of, without limitation, any of the financial instruments described herein, including derivative instruments which are inherently leveraged and trading in products with embedded leverage such as options, short sales, swaps and forwards. The instruments and borrowings utilized by the Clients to leverage investments may be collateralized by the Clients’ portfolios. The use of leverage will magnify the volatility of changes in the value of the investments of the Clients. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent the investment is leveraged. The cumulative effect of the use of leverage by the Clients in a market that moves adversely to their investments could result in substantial losses to the Clients, which would be greater than if the Clients were not leveraged. While leverage increases the buying power of the Clients and presents opportunities for increasing total returns, it has the effect of potentially increasing losses as well. For example, funds borrowed for leveraging will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the Clients’ portfolios. Leverage will increase the investment return of the Clients if an investment purchased with or utilizing leverage earns a greater return than the cost to the Clients of such leverage. The use of leverage will decrease the investment return if the Clients fail to recover the cost of such leverage. Portfolio Divergence. Although, other than the difference in leverage, certain Clients will have substantially similar portfolios to one another, there may be divergences between the portfolios. These divergences may result from legal, tax, accounting, regulatory, liquidity, leverage, risk management, transaction costs, investment horizon, timing of formation and other similar considerations and restrictions. Saba Capital at its sole discretion, may periodically rebalance the portfolios of such Clients, but is under no obligation to do so. Divergences in the portfolios may be material and may impact the relative performance of one Client versus another Client. Carry Neutral. Certain Clients may be designed to be “carry neutral”– meaning that performance during periods of normal market conditions is expected to be within an average defined range on an annual basis. The levels set forth reflect a Client’s current investment program and risk management expectations and should not be interpreted as being a firm constraint or limit. The cost of carry may well exceed these levels, especially during periods of spread widening or tightening.

Portfolio Concentration. During the initial investment period of a Client, Saba Capital may acquire portfolio positions in quantities based on its anticipated Client assets under management in the future. Accordingly, a Client may hold more concentrated positions than it otherwise would if and when a Client reaches its target level of assets under management. For any given period of time, the investments of certain Clients may be concentrated in a relatively small number of issuers. To the extent a Client’s investments are concentrated in a single security, issuer, industry, sector, strategy, country and/or geographic region, a Client will be susceptible to a greater degree of risk affecting investments in that security, issuer, industry, sector, strategy, country and/or geographic region than would otherwise be the case. In addition, fluctuations in the value of a small number of positions could expose a Client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such positions, which in turn, will significantly affect the value of a Client’s portfolio. Counterparty Insolvency. The Clients’ assets may be held in one or more accounts maintained for the Clients by counterparties, including their prime brokers. There is a risk that any of such counterparties could become insolvent. In September 2008, Lehman Brothers Holdings Inc., a major investment bank based in the United States, filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. While none of its U.S. broker-dealer subsidiaries was included in the Chapter 11 filing and all of its U.S. registered broker-dealer subsidiaries currently continue to operate, certain of Lehman Brothers subsidiaries, including Lehman Brothers International (Europe) (“LBIE”) have been placed under the administration chartered to wind down their respective business. To date, it is uncertain what percentage of the assets custodied with LBIE by its trading counterparties (including hedge funds) will ultimately be recovered and when. The insolvency of the Clients’ counterparties is likely to impair the operational capabilities or the assets of the Clients. Although Saba Capital regularly monitors the financial condition of the counterparties it uses, if one or more of the Clients’ counterparties were to become insolvent or the subject of liquidation proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of the Clients’ securities and other assets from such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, certain Clients may use counterparties located in various jurisdictions outside the United States like LBIE. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to such Clients’ assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on such Clients and their assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering such Clients’ securities from or the payment of claims therefor by such counterparty and a loss to such Clients, which could be material. Selection of Brokers. Saba Capital may be subject to conflicts of interest relating to its selection of brokers on behalf of the Clients. Transactions for the Clients will be allocated to brokers on the basis of, among other things, best execution and in consideration of a broker’s ability to effect the transactions, its facilities, reliability and financial responsibility, as well as

the provision or payment by the broker of the costs of research and research-related services. In addition, brokers may provide other services that are beneficial to Saba Capital, but not necessarily beneficial to the Clients, including, without limitation, capital introduction, marketing assistance, consulting with respect to technology, operations or equipment, and other services or items. Such services and items may influence Saba Capital’s selection of brokers. U.S. Partnership Tax Audit Risk. Certain Clients, which intend to be treated as a partnership for U.S. tax purposes, may be required to file a tax return with the Internal Revenue Service (the “Service”). If the tax returns of a Client are audited by the Service, the U.S. tax treatment of a Client’s income and deductions generally is determined, if applicable, at the master fund level. For U.S. tax returns of a Client filed or required to be filed for tax years beginning prior to 2018, U.S. tax deficiencies arising from the audit, if any, are paid by the Client (to the extent of any income that is, or is treated as, effectively connected with a trade or business in the United States or otherwise subject to withholding or other tax in the United States) and the other members of a Client who were partners for U.S. tax purposes in the year subject to the audit. Under the general rule imposed under recent legislation, an audit adjustment of the Client’s U.S. tax return filed or required to be filed for any tax year beginning after 2017 (a “Prior Year”) could result in a tax liability (including interest and penalties) imposed on the Client for the year during which the adjustment is determined (the “Current Year”). The tax liability generally is determined by using the highest tax rates under the Internal Revenue Code (“IRC”) applicable to U.S. taxpayers, in which case a Client and any other Current Year partners of the master fund, if applicable, would bear the audit tax liability at significantly higher rates (including interest and penalties) arising from audit adjustments and in amounts that are unrelated to their Prior Year economic interests in a Client partnership items that were adjusted. Certain Client may be able to use a lower tax rate to compute the tax liability by taking into account (to the extent it is the case and the implementing rules permit) the fact that a Client is generally not expected to be subject to U.S. tax on most, if not all, of its share of the master fund’s income, if applicable. However, the details of how this rule will be implemented are not yet known, and there can be no guarantee that a Client would be able to use a lower tax rate to calculate the tax liability for any particular Prior Year under audit. To mitigate the potential adverse consequences of the general rule, a Client may be able to elect with the Service to pass through such audit adjustments for any year to its members who participated in the Client for the Prior Year, in which case the Client and each Prior Year participating investor, and not the Client, generally would be responsible for the payment of any tax deficiency, determined after including their share of the adjustments on their tax returns for the Current Year and calculated, in the case of the Client, using the tax rates generally applicable to non-U.S. entities. Certain Clients may also be able to mitigate such adverse consequences by, after the audit adjustments are made, filing an amended U.S. tax return for the Prior Year and paying tax, if any, on their share of the items adjusted on audit. The extent to which a Client will be able to mitigate the operation of the general rule under either of these alternatives is uncertain and may depend upon future regulatory guidance and amendments to the legislation. Cybersecurity Risk. As part of its business, Saba Capital processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Clients and personally identifiable information of the investor. Similarly, service providers of Saba Capital and the Clients, especially the administrator, may process, store and transmit such information. Saba Capital has procedures and systems in place that it believes are reasonably

designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Saba Capital may be susceptible to compromise, leading to a breach of Saba Capital’s network. Saba Capital’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services that may be provided by Saba Capital to the investors may also be susceptible to compromise. Breach of Saba Capital’s information systems may cause information relating to the transactions of the Clients and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. The service providers of Saba Capital and the Clients are subject to the same electronic information security threats as Saba Capital. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Clients and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Saba Capital’s or the Clients’ proprietary information may cause Saba Capital or the Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Clients and the investors’ investments therein. In addition to risks to the Clients, investors are advised to ensure communication methods with Saba Capital and its affiliates, the administrator and any financial advisers or any other parties associated with their investment in a Client are secure so as to prevent fraudulent change of details or other fraudulent requests and communications from being submitted through, for example, their email accounts. Dependence on Service Providers and Employees. Clients are also dependent upon their counterparties and the businesses that are not controlled by Saba Capital that provide services to the Clients, as well as employees of Saba Capital or its affiliates. Examples of service providers include a Client’s administrator , prime brokers, legal counsel and auditors. Errors are inherent in the business and operations of any business, and although Saba Capital will adopt measures to prevent and detect errors by, and misconduct of, its own employees, employees of its affiliates, as well as counterparties and service providers, and transact with counterparties and service providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Clients’ and the shareholders’ or limited partners’ investments therein. Employee misconduct may include, among others, binding a Client to transactions that exceed authorized limits or present unacceptable risks, unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risk or losses), and failure to adhere to policies and procedures established by Saba Capital or its affiliates. Losses could also result from actions taken by service providers, including from the failure to recognize trades and the misappropriation of assets, including situations where service providers may act as directors, trust companies or in a similar capacity that give such service providers signing authority over certain Clients’ assets. In addition, it is possible that

employees and service providers will improperly use or disclose confidential information of a Client, which could result in litigation or serious financial harm, including limiting the Client’s business prospects or future marketing activities. No assurance can be given that measures adopted to prevent and detect misconduct will be effective. In addition, without any misconduct, employees and service providers may make errors that cause significant losses to the Clients and its investors, including, among others, with respect to the calculation of net asset value, the handling of assets and wiring of withdrawal proceeds, the handling of personal information, the negotiation of contracts, the maintenance of data or the safeguarding of one or more of Saba Capital’s systems. As the Clients have no employees and the members of the board of directors or the general partner, as applicable, have been appointed on a non-executive basis, the Clients are reliant on the performance of the service providers. Each investor’s relationship in respect of its shares or partnership interests is with the respective Client only. Accordingly, absent a direct contractual relationship between an investor and the relevant service provider, no investor will have any contractual claim against any service provider for any reason related to its services to the Clients. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against a Client, as the case may be, by the relevant service provider is, prima facie, a Client, as the case may be. A Client may, even when it is apparent that a service provider has made an error, determine not to pursue legal remedies against such service provider. Dependence on Key Individuals. Investors have no authority to make decisions on behalf of the Clients. The success of the Clients depends upon the ability of key members of Saba Capital’s investment team to develop and implement investment strategies that achieve the Clients’ investment objectives. If the Clients were to lose the services of these members, the consequence to the Clients could be material and adverse and could lead to the premature termination of the Clients. In addition, subjective decisions made by the individual CEF Managers may cause the Clients to incur losses or to miss profit opportunities on which it may otherwise have capitalized. Although Saba Capital may allocate assets of the Clients to CEF Managers who use different investment strategies, there can be no assurance that market or other events will not have an adverse impact on the strategies employed by multiple CEF Managers. Retention and Motivation of Employees. The success of the Clients are dependent upon the talents and efforts of highly skilled individuals employed by Saba Capital and Saba Capital’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that Saba Capital’s investment professionals will continue to be associated with Saba Capital throughout the life of the Clients, and the failure to attract or retain such investment professionals could have a material adverse effect on the Clients and the investors’ investments therein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of Saba Capital’s investment professionals could be replaced. Limitation of Liability of Service Providers. Investors should note that the day-to-day operation of the Clients has been delegated to Saba Capital and the administrator, and that the agreements in place between the Clients and such service providers limit the extent to which those service providers will be liable for losses caused to the Clients. Accordingly, it is possible that the Clients may incur a loss through the errors or omissions of a service provider, but will

be unable to obtain redress from that service provider due to the limited liability provisions in the relevant agreement. Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to Saba Capital and Client investments. While Saba Capital is still evaluating ways to utilize Generative AI in connection with its business operations and investment activities, Saba Capital expects to use Generative AI in various processes. Saba Capital is likely to be exposed to the risks of Generative AI through third parties (including, but not limited to, Saba Capital’s and Clients’ service providers or counterparties) that use Generative AI, and Saba Capital may not always be aware of such use. Saba Capital cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Due to the rapidly evolving nature of Generative AI and its widespread potential uses, Saba Capital expects that its practices with respect to Generative AI will evolve over time as Saba Capital’s use of, and interaction with, such technologies evolves. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including, but not limited to, the increased likelihood that Saba Capital and Client investments become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats, and/or violations could have adverse impacts on Saba Capital and Client investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. In-Kind Distributions; Liquidating SPVs. Subject to the provisions of ERISA and the IRC, in the sole discretion of the board of directors or the general partner, certain Clients may make distributions in cash or in kind or in a combination thereof, at any time to any and all of the investors (including, in connection with a voluntary or required redemption of shares by an investor or the termination of a Client). The board of directors or the general partner may, in its sole discretion, choose which assets of the Clients to pay in kind and may be paid to an investor in such amounts as determined by the board of directors or the general partner, in its sole discretion. Distributions that are made in kind will, to the extent practicable, not be disproportionately allocated to any investor or investors; provided, however, that if a pro rata distribution is not practicable, the board of directors or the general partner, upon advice of Saba Capital, will select, in its discretion, which assets are distributed to each redeeming investor. In-kind distributions may be comprised of, among other things, participations or other derivative instruments referring to certain assets of the Clients, interests in special purpose vehicles or trading vehicles (each, a “Liquidating SPV”) holding securities also being held or that were held by the Clients, or participations or other derivatives instruments referring to such Liquidating SPVs. Clients expect that, in the event that the Clients utilizes a Liquidating SPV to facilitate in-kind distributions of redemption proceeds, a Liquidating SPV would hold a participation interest with respect to the pro rata portion of each investment held by the Client as of the applicable redemption date attributable to the redeeming investors (the “SPV Assets”). Saba Capital, subject to the board of directors’ or the general partner’s oversight, would manage

any Liquidating SPV with the intention of distributing the net proceeds attributable to the SPV Assets as they are realized over time. A Liquidating SPV may receive in-kind payments of assets and liabilities from the Clients which it, in turn, would distribute to redeeming investors. Any Liquidating SPV would be responsible for paying its operating and overhead costs and expenses, including, but not limited to, documentation of performance and the admission of the members, all operating expenses such as tax preparation fees, governmental fees and expenses and taxes, administrative expenses (including fees for the provision of middle-office and back-office services and during periods when the assets of the Clients are not treated as “plan assets” for purposes of ERISA, the costs of administrative services, including, but not limited to, accounting software and certain risk systems), communications with the members and ongoing legal, accounting, auditing, bookkeeping and other professional fees and expenses, and any trading costs and expenses (e.g., brokerage commissions, due diligence costs, 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 nominees fees, bank service fees, clearing and settlement charges and interest expense) and any other applicable expenses as set forth in the respective Clients’ offering memorandum. Any Liquidating SPV would bear its organizational expenses and investment-related expenses incurred in connection with the SPV Assets. The expenses of the Liquidating SPV would reduce the net proceeds therefrom. The expenses of the Liquidating SPV are expected to be similar to those borne by the Clients. The redeeming shareholders would continue to be at risk of the Client’s business (including its credit risk) until all the SPV Assets are sold. The redeeming shareholders would indirectly bear investment-related expenses in connection with the SPV Assets and operating and other expenses borne by the Liquidating SPV. Furthermore, the redeeming investors will generally have no control over when and at what price the SPV Assets are sold. In addition, payment to the redeeming investors of that portion of their redemption proceeds attributable to the SPV Assets will be delayed until such time as Saba Capital elects to liquidate the SPV Assets. The value of the securities distributed in kind may increase or decrease before they are sold either by the withdrawing investor, if received directly, or by a Client or its affiliates, if held through a Liquidating SPV. In either case, the withdrawing investor will incur transaction costs in connection with the sale of any such securities and, in the case of interests in a Liquidating SPV, will bear a proportionate share of the operating and other expenses borne by such vehicle. Securities distributed in kind may not be readily marketable. The risk of loss and delay in liquidating these securities will be borne by the shareholder, with the result that such shareholder may ultimately receive less cash than it would have received on the date of redemption if it had been paid in cash. “Master-Feeder” Structure and Additional Feeder Funds. Certain Clients invest through a “master-feeder” structure. There may be two or more feeder funds, including a domestic fund and any additional feeder fund, investing in a master fund. Although the domestic fund and the offshore fund have substantially similar terms, in the future other feeder funds may have the same or different terms (including more favorable terms). The master-feeder fund structure – in particular the existence of multiple feeder funds investing in the same master fund – presents certain unique risks to investors. Smaller feeder funds investing in a master fund may be materially affected by the actions of larger feeder funds investing in a master fund. For example, if a larger feeder fund redeems from the master fund, the remaining feeder funds, including, indirectly, a Client, may experience higher pro rata operating expenses, thereby producing lower returns. The master fund’s portfolio may become less diverse due to

liquidations of positions needed to fund a redemption by a larger feeder fund, resulting in increased portfolio risk. The master fund is a single entity and creditors of the master fund may enforce claims against all assets of the master fund. In addition, to the extent there are other feeder funds, certain conflicts of interest in determining whether to hold or dispose of an asset may exist due to different tax considerations applicable to the Clients and other feeder funds. Risks Associated When Investing in a Feeder Fund. As the feeder fund Clients expect to invest in the respective master fund Clients, the master fund will be indirectly subject to all of the terms, conditions and risks of a Client and any loss or adverse effect affecting the master fund shall also adversely affect the feeder funds. Certain feeder funds have the ability to invest directly in assets outside of the master fund and to hold required reserves. Such investments, if they occur, will result in a difference in returns than if the feeder funds directed solely in the master fund and may create performance or cash drags. For this and other reasons, the performance of the interests in the feeder funds in the Clients does not necessarily track the performance of the master fund. Cross Class Liability. Certain Clients have the power to issue shares in classes. However, a Client is a single legal entity and, accordingly, shareholders of one or more classes of shares may be compelled to bear the liabilities incurred in respect of other classes which such investors do not themselves own if there are insufficient assets in that other class to satisfy those liabilities. There is a risk that liabilities of one class may not be limited to that particular class and may be required to be paid out of one or more other classes. The same risks apply to shares of a Client. Side Letters / Access to Information. Certain Clients, by consent of the board of directors and/or the general partner, in consultation with Saba Capital, may from time to time, to the fullest extent permitted by its governing documents and applicable law, seek to induce investment in a Client by offering investment terms to certain prospective investors which are not available to existing investors in a Client. In such cases the parties will enter into a written side arrangement varying the standard terms of offer herein. Such variations may include, without limitation but as permitted by its governing documents and applicable law, variations to minimum investment, redemptions and fees, the right to receive reports from a Client on a more frequent basis or the right to receive reports that include information not provided to other investors and such other rights as may be negotiated with such investors, with the effect that not all investors in a Client will invest on the same terms and some investors may be expected to enjoy more favorable terms than others. As a result, should a Client experience a decline in performance over a period of time, an investor who is a party to a side letter that permits different redemption terms may be able to redeem prior to other investors. In addition, in response to questions and requests and in connection with due diligence meetings and other communications, Saba Capital may provide additional information to investors and prospective investors in other Clients that is not distributed to all investors. Such information may affect a prospective investor’s decision to invest (or to remain invested) in the Clients, and investors in other Clients (which may include personnel and affiliates of Saba Capital) may be able to act on such additional information and withdraw their investments potentially at higher values than other investors. Any such withdrawals may result in reduced liquidity for other investors.

Certain Clients and/or investors of other accounts may invest on different terms that, among other things, provide access to information that may not be available to other investors and, as a result, may be able to act on such additional information (i.e., to redeem or withdraw) that other investors do not receive. In addition, in response to questions and requests and in connection with due diligence meetings and other communications, Saba Capital may provide additional information to investors and prospective investors in other accounts that are not distributed to all investors. Such information may affect a prospective investor’s decision to invest (or to remain invested) in a Client or another account, and such investors (which may include personnel and affiliates of Saba Capital) may be able to act on such additional information and redeem or withdraw their investments potentially at higher values than other investors. Any such redemptions or withdrawals may result in reduced liquidity for other investors. Personnel and affiliates of Saba Capital have made a substantial investment in the Clients. Possible Adverse Effects of Substantial Withdrawals. Actions taken to meet substantial withdrawal requests from Clients (as well as other actions taken simultaneously as a result of capital activity in the Clients and any other accounts) could result in a decrease in the value of investments held by a Client. In addition, in the event that there are substantial withdrawals from the Clients and/or any other accounts within a limited period of time, Saba Capital may find it difficult to adjust its asset allocation and trading strategies to the suddenly reduced amount of assets under management. Under such circumstances, in order to provide funds to pay withdrawals, Saba Capital may be required to liquidate positions in a Client (or such other accounts) at an inappropriate time or on unfavorable terms, resulting in lower net assets for the remaining investors and a lower withdrawal price for the withdrawing investors. The Clients may elect to cause the withdrawal of all interests and liquidate at any time if, in its view, continued operation would be impracticable or imprudent for any reason, including if the amount of a Client’s assets declines to a significant extent. ERISA Plan Assets Status of Certain Clients. The assets of certain Clients may, from time to time, be treated as “plan assets” (as defined under Section 3(42) of ERISA and any regulations promulgated thereunder) of those investors of the Clients that are subject to ERISA. In such event, Saba Capital would be a fiduciary with respect to each such investors. In addition, in the event that the assets of the Clients were treated as “plan assets”, ERISA may impose certain limitations on the operation of the Clients. Such limitations could result in the inability of the Clients to participate in certain investments or conduct business with certain counterparties. Accordingly, in the event that the assets of the Clients are treated as “plan assets” for purposes of ERISA, ERISA could restrict the activities of the Clients and, as a result, the Clients may not be able to take advantage of certain investment opportunities, could have a different portfolio and could have a lower rate of return than if it were not subject to ERISA. Affiliate Investors. Certain affiliates of Saba Capital may have, and in some cases do have, a substantial investment in one or more other accounts (such investors, an “Affiliate Investor”). As a result of their investment and affiliation with Saba Capital, such investors may receive additional benefits including, but not limited to, a reduced obligation with respect to compensation otherwise payable to Saba Capital. In addition, as a result of their affiliation with Saba Capital, such Affiliate Investors may have access to more information than other investors, including access to certain operations of Saba Capital, and accordingly would be in a position to time their redemption of shares from the Clients, as applicable, ahead of other investors based on such information. Such Affiliate Investors may be issued a separate class of shares or interests, as applicable. Moreover, the Clients will be subject to a number of actual and potential conflicts of interest involving the Affiliate Investors’ investment in other

accounts, such as, for example, conflicts relating to investment and/or expense allocations between the Clients and the other accounts. However, Saba Capital has substantial incentives to see that the assets of the Clients appreciate in value, and merely because an actual or potential conflict of interest exists does not mean that it will be acted upon to the detriment of the Clients. Furthermore, Saba Capital has adopted policies and procedures that are intended to produce fairness over time. Board Participation. Saba Capital anticipates that its investment program may from time to time place its representatives on boards of certain companies in which Saba Capital has invested. While such representation may enable Saba Capital to enhance the sale value of its investments, it may also prevent Saba Capital from freely disposing of its investments and may subject Saba Capital to additional liability. Certain Clients will indemnify Saba Capital or any other person designated by Saba Capital for claims arising from such board representation. Saba Capital will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such companies, but the exercise of such rights could produce adverse consequences in particular situations. Indemnification. Certain Clients will indemnify the board of directors, Saba Capital and other service providers of the Clients for liabilities incurred in connection with the affairs of the Clients. Such liabilities may be material and have an adverse effect on the returns to the investors. The indemnification obligations of the Clients would be payable from the assets of the Clients. Pursuant to the exculpation and indemnification provisions described above, each of Saba Capital and its affiliates will generally not be liable to the Clients for any act or omission (or alleged act or omission), absent bad faith, willful misconduct, fraud, gross negligence or breach of the fiduciary responsibility provisions of ERISA, if applicable, and the Clients will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission (or alleged act or omission) related to the Clients, absent bad faith, willful misconduct, fraud, gross negligence or breach of fiduciary responsibility provisions of ERISA, if applicable. As a result of these provisions, to the extent the assets of the Clients are not treated as “plan assets” for purposes of ERISA, the Clients (not Saba Capital or its affiliates) will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, willful misconduct, fraud, gross negligence or breach of the fiduciary responsibility provisions of ERISA, if applicable, or the ability to waive or limit such losses under applicable law. Trading errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements. In the event trading errors (and similar errors) occur, the Clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Saba Capital or their affiliates; provided, however, that if the assets of the Clients are treated as “plan assets” for purposes of ERISA, the Clients shall not be responsible for any losses resulting from any conduct that constitutes a breach of the fiduciary responsibilities of ERISA, if applicable. Saba Capital, acting in good faith, will act fairly in allocating liability for any trading errors (and similar errors) in accordance with the liability standards outlined above. However, Saba Capital will have a conflict of interest in determining whether a trade error resulted from any conduct that would make Saba Capital responsible for the losses associated with it or not. Possible Adverse Effects of Substantial Redemptions. Actions taken to meet substantial redemption requests from certain Clients (as well as other actions taken simultaneously as a result of capital activity in any other accounts) could result in a decrease in the value of investments held

by the Clients. In addition, in the event that there are substantial redemptions from the Clients and/or any other accounts within a limited period of time, Saba Capital may find it difficult to adjust its asset allocation and trading strategies to the suddenly reduced amount of assets under management. Under such circumstances, in order to provide funds to pay redemptions, Saba Capital may be required to liquidate positions of the Clients at an inappropriate time or on unfavorable terms, resulting in lower net assets for the remaining investors and a lower redemption price for the redeeming investors. The general partner or board of directors may elect to cause the redemption of all investor shares and liquidate the Clients at any time if, in its view, continued operation of the Clients would be impracticable or imprudent for any reason, including if the amount of a Client’s assets declines to a significant extent. Limited Liquidity. An investment in a Client provides limited liquidity since the shares in a private fund are not freely transferable and, generally, an investor has the right to redeem their shares only as described in the private fund’s offering documents. A Client may invest a portion of its assets in financial instruments that are not publicly traded or that have become illiquid. A Client may not be able to readily dispose of such financial instruments and, in some cases, may be contractually prohibited from disposing of such securities for a specified period of time. Accordingly, a Client may be forced to sell its more liquid positions at a disadvantageous time, resulting in a greater percentage of the portfolio consisting of illiquid securities and/or assets. The private fund may also suspend the redemption rights of an investor. An investment in the private fund is suitable only for sophisticated investors who do not require immediate liquidity for their investment. Regulation in the Derivatives Industry. There are many rules related to derivatives that may negatively impact the Clients, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared over-the-counter (“OTC”) instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps, are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of Saba Capital and the Clients, and increase the amount of time that Saba Capital spends on non-investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Clients. These rules are operationally and technologically burdensome for Saba Capital and the Clients. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Clients in implementing procedures to comply with many of these additional obligations. These regulations may also result in the Clients forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for the Clients from a regulatory perspective. However, this could limit a Client’s trading activities, create losses, preclude the Clients from engaging in certain transactions or prevent the Clients from trading at optimal rates and terms. Many of these requirements were implemented under legislation intended to reform the U.S. financial regulatory system, the European Union (“EU”) Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation, or “EMIR”) and similar regulations globally. In the United States, regulatory responsibility for derivatives is divided between the SEC and the CFTC, a distinction that does

not exist in any other jurisdiction. The SEC has regulatory authority over “security-based swaps” and the CFTC has regulatory authority over “swaps”. EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly SEC regulations with respect to security-based swaps that are still in the proposal stage or are expected to be introduced in the future. The following describes derivatives regulations that may have the most significant impact on the Clients: Reporting. Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by a Client will become visible to the market in ways that may impair a Client’s ability to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate a Client’s strategies. Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives, including EMIR, are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing mandates affect certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for the Clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which a Client would be exposed under non-cleared derivatives), the Clients could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Clients may not be able to hedge its risks or express an investment view as well as it would have been able to had it used customizable derivatives available in the over-the-counter markets. A Client may have to split its derivatives portfolio between centrally cleared and over-the-counter derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and over-the counter positions, and which could lead to increased costs. Another risk is that the Clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both a Client’s FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts where the amount of initial margin posted on the contract is typically static throughout of the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject the Clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on the Clients. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to the Clients.

In addition, clearinghouses may not allow a Client to portfolio-margin its positions, which may increase a Client’s costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which the Clients would have been exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and a Client’s FCM, subjecting a Client to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities. In addition to the central clearing requirement, certain swap transactions are required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which require the Clients to subject themselves to regulation by these venues and subject the Clients to the jurisdiction of the CFTC. CFTC rules governing the operation of SEFs continue to evolve; the SEC has yet to finalize rules related to security-based SEFs. The EU regulatory framework governing derivatives is set not only by EMIR but also a legislative package known as a recast of the Markets in Financial Instruments Directive (“MiFID II”). Among other things, MiFID II requires transactions in derivatives to be executed on regulated trading venues. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for the Clients to obtain tailored swap products to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of these regulations. Margin Requirements for Non-Cleared Swaps. Rules issued by U.S., EU and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third-party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that the Clients will be required to post to swap counterparties may increase by a material amount, and as a result the Clients may not be able to deploy capital as effectively. Additionally, to the extent the Clients are required to segregate initial margin with a third party custodian, additional costs will be incurred by the Clients. Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Clients interact, as well as the Clients, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Clients and on the markets for the securities in which the Clients seek to invest. Counterparty Risk. Saba Capital expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit Saba Capital to trade in any

variety of markets or asset classes over time. However, there can be no assurance that Saba Capital will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit Saba Capital’s trading activities, create losses, preclude Saba Capital from engaging in certain transactions or prevent Saba Capital from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on Saba Capital’s business due to Saba Capital’s reliance on such counterparties. Certain Clients may effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, a Client enters into a contract directly with dealer counterparties which may expose a Client to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, a Client may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if a Client had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that a Client post collateral. If there is a default by a counterparty, a Client under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of a Client being less than if a Client had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of a Client’s securities from such counterparty or the payment of claims therefor may be significantly delayed and a Client may recover substantially less than the full value of the securities entrusted to such counterparty. Collateral that a Client posts to its counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, a Client may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, a Client may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to a Client’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on a Client and its assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering a Client’s securities from or the payment of claims therefor by such counterparty and a loss to a Client, which could be material. MiFID II. The package of European Union market infrastructure reforms known as MiFID II increased regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II brought in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime

for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments over time, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and regulatory position management powers could, over time, similarly lead to liquidity reduction and/or an increase in costs and spreads in the European commodities markets. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of Saba Capital to execute the investment program. Sanctions. A Client’s operations are or may become subject to economic sanctions laws and regulations of various jurisdictions. At any given time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, a Client may be required, or elect, to comply with various sanctions programs, including the Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions programs administered by OFAC, the sanctions regimes administered by subsidiary organs of the United Nations Security Council, the Sanctions Orders of the Cayman Islands (including as extended to the Cayman Islands by Order of the government of the United Kingdom (the “UK”) from time to time), and the Restrictive Measures adopted by the EU. Some sanctions that may apply to a Client prohibit or restrict dealings with particular identified persons. Other potentially applicable sanctions programs broadly prohibit or restrict dealings in certain countries or territories or with individuals and entities located in such countries or territories. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning or “safe harbour” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Sanctions may negatively impact a Client’s ability to effectively implement its investment strategies and have a material adverse impact on a Client’s investment program. Sanctions may adversely affect the Clients in various ways, including by preventing or inhibiting a Client, or Saba Capital on a Client’s behalf, from making certain investments, forcing a Client to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of companies in which a Client has invested. In addition, if a Client or Saba Capital were to violate or be deemed in violation of any such sanction, it could face significant legal and monetary penalties. Depending on the scope and duration of a particular sanctions program, compliance by a Client may result in a material adverse effect on such Client and the investors’ investments therein. Saba Capital and the Clients may be subject to heightened or targeted regulatory scrutiny and information requests as a result of such sanctions. Finally, sanctions may have broader economic implications, such as influencing the price of certain commodities, which may have adverse effects on inflation and the value of the U.S. dollar, which may adversely affect investment objectives and strategies of the Clients. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially

adverse effects on the securities held by Clients. Saba Capital believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. Banking Relationships. Certain Clients will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. Certain Clients may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of certain Clients to access, transfer or otherwise deal with its assets or rely upon any of such other relationships, in a timely manner or at all, may limit the ability of certain Clients to draw upon a credit facility, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on certain Clients. For example, in such a scenario, certain Clients could be forced to delay or forgo an investment or to delay or forgo a distribution, including in connection with a withdrawal. Certain Clients could be forced to generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, certain Clients may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). Certain Clients do not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its banking relationships, and there can be no assurance that certain Clients will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails.

Limited Operating History. Certain Clients, the General Partners, and Saba Capital have a limited operating history upon which prospective or current investors may base an evaluation of the likely performance. The past performance of the principals of Saba Capital may not be indicative of future results and there can be no assurance that the Clients will achieve results comparable to those that the investment professionals have achieved in the past. Certain Clients are newly formed entities without an operating history. However, the principals of Saba Capital have an operating history upon which prospective and current shareholders can evaluate their anticipated performance. There can be no assurance, however, that Saba Capital’s assessment of the short term, intermediate term or long-term prospects of investments will prove accurate or that the Client will achieve its investment objective. The past performance of the principals of Saba Capital may not be indicative of future results and there can be no assurance that the Client will achieve results comparable to those that the investment professionals have achieved in the past. Incentive Compensation. The incentive compensation paid to Saba Capital by certain Clients on realized and unrealized appreciation may create an incentive for Saba Capital to cause the Client to make investments that are riskier or more speculative than would be the case if such compensation was not paid. In addition, since the incentive compensation will be calculated on a basis that includes unrealized appreciation of the Client’s net assets, such compensation may be greater than if it were based solely on realized gains. Absence of Regulatory Oversight. While certain Clients may be considered similar to a U.S. registered investment company, they are not required and do not intend to register as such under the Investment Company Act. Accordingly, the provisions of the Investment Company Act (which require, among other things, investment companies to have a majority of disinterested directors, that securities be held in custody and individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company) are not applicable to investors in certain Clients. Registration under the Cayman Islands Mutual Funds Law (as amended) (where applicable) does not involve a detailed examination of the merits of the Clients or substantive supervision of the investment performance of the Clients by the Cayman Islands government or the Cayman Islands Monetary Authority. There are no financial obligation or compensation scheme imposed on or by the government of the Cayman Islands in favor of or available to the investors in the Clients. Pledge of, Foreclosure on and Liquidation of Client Assets. Any assets of certain Clients may be pledged or charged to finance other investments of a Client. Investors in a Client may be at risk of loss due to borrowings used to finance investments in which they have no interest. Thus, for example, a creditor of a Client may have a claim not only on a private investment in public equity (“PIPE”) investment acquired with proceeds borrowed from the creditor, but also on a different PIPE investment or on any other assets of a Client (as applicable) used as additional collateral for the loan. It is possible that certain of the shareholders having an interest in a PIPE investment may have no interest, or may share in different percentages, in another PIPE investment acquired with the borrowed funds. Certain series of shares of a Client corresponding to a series of shares of a Client on the books of a Client and are not separate legal entities for purposes of protection from claims of unrelated creditors. Thus, investors having no interest in a PIPE investment could have the value of their investment negatively impacted by losses on such PIPE investment that exceed its value.

Additionally, in order to meet a margin call for a PIPE investment, a Client may be required to sell a non-PIPE investment, and vice versa. Identity and Reporting of Beneficial Ownership; Withholding on Certain Payments. In order to avoid a U.S. withholding tax of 30% on certain payments (which might in the future include payments of gross proceeds) made with respect to certain actual and deemed U.S. investments, certain Clients have registered with the Service and generally will be required to identify and report information with respect to certain direct and indirect U.S. account holders (including debtholders and equity-holders). The Cayman Islands has signed a Model 1B (nonreciprocal) inter-governmental agreement with the United States (the “US IGA”) to give effect to the foregoing withholding and reporting rules. So long as a Client complies with the US IGA and the Cayman Islands enabling legislation, it will not be subject to the related U.S. withholding tax. Investors should consult their own tax advisors regarding the possible implications of these rules on their investment in shares. A non-U.S. investor in a Client will generally be required to provide to a Client information which identifies its direct and indirect U.S. ownership, and, in certain cases, information regarding its investments in other “foreign financial institutions” within the meaning of Section 1471(d)(4) of the IRC. Under the US IGA, any such information provided to a Client and certain financial information related to such investor’s investment in a Client will be shared with the Cayman Islands Tax Information Authority or its delegate (the “Cayman TIA”). The Cayman TIA will exchange the information reported to it with the Service annually on an automatic basis. A non-U.S. investor that is a “foreign financial institution” within the meaning of Section 1471(d)(4) of the IRC will generally be required to timely register with the Service and agree to identify, and report information with respect to, certain of its own direct and indirect U.S. account holders (including debtholders and equity-holders). A non-U.S. investor who fails to provide such information to a Client or timely register and agree to identify, and report information with respect to, such account holders (as applicable) may be subject to the 30% withholding tax with respect to its share of any such payments attributable to actual and deemed U.S. investments of a Client, and the board of directors or the general partner may take any action in relation to an investor’s shares or redemption proceeds to ensure that such withholding is economically borne by the relevant investor whose failure to provide the necessary information or comply with such requirements gave rise to the withholding. Investors should consult their own tax advisors regarding the possible implications of these rules on their investments in a Client. Non-U.S. investors may also be required to make certain certifications to the Clients as to the beneficial ownership of the shares and the non-U.S. status of such beneficial owner, in order to be exempt from U.S. information reporting and backup withholding on a redemption of shares. Assumption of Catastrophe Risks. The Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which certain Clients invest (or has a material negative impact on the operations of Saba Capital or the service providers), the risks of loss can be substantial and could have a material adverse effect on such Clients’ and the investors’ investments therein.

Furthermore, any such event may also adversely impact one or more individual investors’ financial condition, which could result in substantial redemption or withdrawal requests by such investors as a result of their individual liquidity situations and irrespective of such Clients’ performance. ASC 820 -- Fair Value Measurements and Disclosures (originally issued as FAS 157): Potential GAAP vs. Valuation Policy Reporting Difference. Client assets and liabilities are valued in accordance with Saba Capital’s valuation policy. However, for purposes of preparing certain Client’s annual audited financial statements, which are prepared in accordance with the generally accepted accounting principles (“GAAP”) certain of the Client’s assets and liabilities may be valued in a manner that, while consistent with GAAP, is different from the manner in which such assets are valued pursuant to the Articles. Specifically, for purposes of GAAP-compliant financial reporting, a Client is required to follow a specific framework for measuring the fair value of its assets and liabilities, and is required to provide certain additional disclosures regarding the use of fair value measurements in their audited financial statements. Financial Accounting Standards Board (“FASB”) Codification (“ASC”) 820 defines and establishes a framework for measuring fair value under GAAP and expands financial statement disclosure requirements relating to fair value measurements. Other valuation-related requirements are contained in other provisions of GAAP, and sections of the codification. Additional FASB Accounting Codification Standards and updates and additional provisions of GAAP that may be adopted in the future may also impose additional, or different, specific requirements as to the valuation of assets and liabilities for purposes of GAAPcompliant financial reporting. Accordingly, to the extent that GAAP would require any of a Client’s assets or liabilities to be valued in a manner that differs from the valuation policies set forth in the Articles, such assets or liabilities will be valued (x) in accordance with GAAP, solely for purposes of preparing a Client’s GAAP-compliant annual audited financial statements, and (y) in accordance with the valuation policies set forth in the Articles (without regard to any GAAP requirements relating to the determination of fair value), for all other purposes, including, without limitation, for purposes of allocating gains and losses among the investors, which, as described in a Client’s offering documents, is relevant to the determination of the net asset value, the calculation of the Management Fee, the Administrative Fee and the incentive fee and the amounts payable by a Client in respect of a withdrawal by or distribution to an investor. Generally, ASC 820 and other accounting rules applicable to investment funds and various assets they invest in are evolving. Such changes may adversely affect a Client. For example, the evolution of rules governing the determination of the fair market value of assets to the extent such rules become more stringent would tend to increase the cost and/or reduce the availability of third-party determinations of fair market value. This may in turn increase the costs associated with selling assets or affect their liquidity due to inability to obtain a thirdparty determination of fair market value. Modeling Risk. Saba Capital, in selecting certain investments for the Clients, may consider risk models created in-house or by third parties that are based, in part, on prior transactions, quantitative analysis and industry knowledge. Risk models are designed to assist investors, governments and businesses to understand the potential impact of a wide variety of events and allow such parties to analyze the probability of loss. Risk models are created using historical, scientific and other related data and may incorporate quantitative methods. Because such risk models are based in part upon historical data and averages, there is no guarantee that such

information will accurately predict the future occurrence or severity of any particular event and thus may fail to accurately calculate the probability of an event and may underestimate the likelihood of an event. Securities or other investments selected using such methods may perform differently from the market as a whole or from their expected performance for many reasons, including factors used in building the analytical framework, the weights placed on each factor, and changing sources of market returns, among others. In addition, any errors or imperfections in a risk model (quantitative or otherwise), analyses, the data on which they are based or any technical issues with the construction of the models (including, for example, data problems and/or software or other implementation issues) could adversely affect the ability of Saba Capital to use such analyses or models effectively, which in turn could adversely affect the Partnership’s performance. Risk models are used by Saba Capital as one input in its risk analysis process for a Client’s investments. There can be no assurance that these methodologies will help a Client to achieve its investment objective. Fees and Expenses Risk. Clients will pay fees and expenses regardless of whether they experience any profits. Clients will also be required to pay fees and expenses at the level of the CEFs, Third Party Managed Funds, or Affiliate Managed Funds regardless of whether a CEF, Third Party Managed Fund, or Affiliate Managed Fund experiences any profits (including, for the avoidance of doubt, expenses attributable to (a) trading commissions and any activist campaigns undertaken by Saba Capital with respect to CEFs or (b) fund expenses incurred by Third Party Managed Funds or Affiliate Managed Funds). For the avoidance of doubt, if a Client invests in an Affiliate Managed Fund, management fees and performancebased allocations or fees will not be charged or applied at both levels; however, such Client may bear its pro rata share of such Affiliate Managed Fund’s other expenses. Placement Agents. Placement agents that solicit investors on behalf of, or refer investors to, certain Clients are subject to a conflict of interest because they will be compensated in connection with their solicitation or referral activities, as applicable. This conflict applies as well to nominees that are compensated by Saba Capital in connection with the investment of their investors’ assets in such Clients. Liability of the Client. Certain Clients have the power to issue shares in classes, series or subseries. The memorandum and articles of association for such Clients (“Articles”) provide for the manner in which the liabilities are to be attributed across the various classes, series or subseries (liabilities are to be attributed to the specific classes, series or sub-series in respect of which the liability was incurred). However, certain Clients are single legal entities incorporated as an exempted company in the Cayman Islands and under Cayman Islands law there is no limited recourse protection for any class, series or sub-series of shares in an exempted company. Generally, creditors of a Client may enforce claims against all assets of a Client and all assets of a Client may be available to meet all liabilities of a Client, even if liability relates to a particular class, series or sub-series of shares of a Client (e.g., new issues and any corresponding hedge positions). Thus, for example, in the event that the assets attributable to shares participating in a security were completely depleted by losses or liabilities, a creditor could enforce a claim against the assets of a Client which would be borne by the other shares that did not participate in the investment or transaction. Diversification. Saba Capital may select investments that are concentrated in a limited number or types of securities. In addition, a Client’s portfolio may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of

risk, which, in turn, could expose a Client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Investment and Due Diligence Process. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before making investments, Saba Capital will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to Saba Capital (both of which, at times, may be limited). When conducting due diligence with respect to any SPAC investments, Saba Capital will be required to evaluate the management team sponsoring a SPAC and the current market conditions for an underlying business combination that will be ultimately pursued by such SPAC. When conducting due diligence and making an assessment regarding an investment, Saba Capital will rely on the resources reasonably available to it. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and the circumstances related thereto, and Saba Capital may rely on the advice of such parties. However, whether or not known to Saba Capital at the time, and especially with respect to illiquid investments, such resources may not be sufficient, accurate, complete or reliable. The due diligence process may at times be subjective and/or limited with respect to newly organized funds or companies for which only limited information is available. In connection with CEF or SPAC investments, Saba Capital may be unable to conduct interviews with the management team or receive non-public information, and its resources may be limited to publicly-available information, which may be limited. SPAC entities and CEFs may be newly organized, and only limited information may be available. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that Saba Capital will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. There also can be no assurance that Saba Capital's due diligence will be sufficient to detect operational issues or problems in connection with a CEF Manager or a CEF, and the information received may not always be complete or accurate. Accordingly, it may not be possible for Saba Capital to uncover fraudulent activity that may be perpetrated by one or more CEF Managers or CEFs. At times, the investment opportunities pursued by Saba Capital require rapid execution, and investment analyses and due diligence, negotiations and decisions by Saba Capital may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to Saba Capital at the time of an investment decision may be limited, and, in such cases, Saba Capital may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that Saba Capital will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and Saba Capital may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which Saba Capital will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., “covenant lite” instruments), and

the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with GAAP. Accordingly, information available to Saba Capital, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. In addition, Saba Capital expects to use a variety of proprietary and non-proprietary tools to evaluate investments. If a data source is incomplete, inaccurate or becomes unavailable or unreliable or the tool has errors, investment decisions may be negatively impacted. Saba Capital takes reasonable steps to ensure the proprietary and non-proprietary data sources and tools are correct and reliable but it is not responsible for errors in such sources and tools. Uncertainty of Financial Models and Projections. Saba Capital may use financial models and projections to help analyze a potential investment or future capital raises by, and financing for, public and private companies or other transactions. Modeled and projected operating results will often be based on management judgments, with adjustments to such models and protections made by Saba Capital in its discretion. Reliance on Technical Trading Systems. Saba Capital will allocate Clients’ capital to investment strategies that are based on technical trading systems. Although Saba Capital retains all discretion with respect to the manner in which a trading system’s output is interpreted and applied, there can be no assurance that Saba Capital’s trading systems and its interpretation and application of the trading systems’ output will take into account all relevant factors. Technical trading systems can also be ineffective when fundamental factors drive the prices of securities. Use of Systems. Saba Capital relies extensively on the use of computer systems, hardware, software and telecommunications equipment. Saba Capital makes use of its own models as well as systems that are publicly available or provided by third parties, including certain Clients. Accordingly, Saba Capital is exposed to the risk that computer hardware, software, electronic equipment and other services used by Saba Capital may cease to be available, for example, due to the insolvency of the provider or the discontinuation of services or software updates. In such circumstances, Saba Capital would seek to obtain equivalent hardware, software and services from an alternative supplier. System Failure. As Saba Capital makes extensive use of computer hardware, systems and software, Clients are exposed to risks caused by failures of information technology infrastructure and data. In addition, outright failure or a partial impairment (whether due to external situations or internal file corruption) of the underlying hardware, operating system, software or network may leave Clients unable to trade either generally or in certain of its strategies, and this may expose it to risk should the outage coincide with turbulent market

conditions. To mitigate this risk, backup and failover plans have been put in place by Saba Capital. Nevertheless, in the worst case, Saba Capital may have to liquidate Clients’ entire portfolio as the only safe way to proceed should a crippling system outage occur. Data Feed Failure. Saba Capital’s models utilize data feeds from a number of sources. If these data feeds were to be corrupted, compromised, or discontinued in any manner, or not delivered or accessible in a timely manner, the models may not be properly formulated. This failure to receive the data feeds or receive the data feeds in a timely manner may leave Clients unable to trade or may result in trades that are not aligned with an algorithm’s goal, and this may expose Clients to risk of loss or loss of opportunities, in particular if the loss of the data feed coincides with turbulent market conditions. If the data feeds are compromised or discontinued in any material manner or if the data feeds are not delivered or accessible in a timely manner, it may result in a loss to the Clients, which could be material. Risks Inherent in Computer-Driven and Intellectual Property Based Systems. Saba Capital relies to a material extent on a wide range of intellectual property systems, including computer hardware and software systems and telecommunications systems, in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. As described above, intellectual property systems are subject to a number of inherent and unpredictable risks. For example, there may be material undiscovered errors in software programs; software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer-driven trading errors may occur. For the sake of clarity and without limitation, though losses arising from computer-driven and intellectual property-based systems could adversely affect Clients’ performance, such losses will not constitute reimbursable trade errors under Saba Capital’s policies. Alternative Data. Saba Capital may use alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data.” Saba Capital may apply these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne— in whole or in part—by Clients. No assurance can be given that Saba Capital will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Saba Capital and Clients in numerous jurisdictions. Saba Capital cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Saba Capital and Clients. Conversely, any future limitations on the use of

alternative data could have a material adverse impact on the performance of the Clients and Affiliate Managed Funds. C. Risks Associated With Particular Types of Securities Debt Securities Generally. Saba Capital, on behalf of the Clients, may buy or sell private and government debt securities and instruments. Saba Capital, on behalf of the Clients, may buy or sell debt instruments that are unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Distressed Securities. Saba Capital, on behalf of the Clients, may invest in “below investment grade” securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. It is anticipated that certain debt instruments purchased by Saba Capital for the Clients will be non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to the loans. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Clients’ investments in any instrument, and a significant portion of the obligations and securities in which the Clients invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that Saba Capital will correctly evaluate the value of the assets underlying the Clients’ investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Clients invest, the Clients may lose its entire investment, may be required to accept cash or securities with a value less than the Clients’ original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Clients’ investments may not compensate the investors adequately for the risks assumed. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the

value of which will be less than the purchase price to a Client of the security in respect to which such distribution was made. In certain transactions, the Clients may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. High-Yield Securities. Saba Capital, on behalf of the Clients, may invest in bonds or other fixed income securities, including without limitation “higher yielding” (including noninvestment grade) debt securities, and may take short positions in these securities. Such securities are generally not exchange traded and, as a result, these financial instruments trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. Clients may invest in these securities when they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. High-yield securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations and U.S. government securities or debt securities issued or guaranteed by a non-U.S. government. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. In addition, Saba Capital, on behalf of the Clients, may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). High-yield securities may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. Highyield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. The Clients may invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant

uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Bank Loans. The Clients’ investment programs may include investments in significant amounts of bank loans and participations. These obligations are subject to unique risks, including, without limitation: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the Clients to directly enforce their rights with respect to participations. In analyzing each bank loan or participation, Saba Capital attempts to compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Clients. As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high-yield debt market. Second Lien Loans. Saba Capital, on behalf of the Clients, may invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy which can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. Risks Associated with Bankruptcy Cases. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Clients (in its role as a creditor). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where a Client is found to have engaged in such misconduct, a Client may lose its priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the

approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and a Client; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where a Client may recover the entire amount of its bankruptcy claim, a Client may be adversely impacted by any costs incurred by a Client in representing its interests in a debtor’s bankruptcy case. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Such investments can result in a total loss of principal. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that a Client’s influence with respect to a class of securities can be lost by virtue of the size of its claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such when they take over management and functional operating control of a debtor. In those cases where a Client, by virtue of such action, is found to exercise “domination and control” of a debtor, a Client may lose its priority if the debtor can demonstrate that its business was adversely impacted or other creditors and equity holders were harmed by a Client. Saba Capital intends to invest a Client’s assets principally in securities and other financial instruments of North American, European, and Asian issuers and assets located in these regions, although Saba Capital may invest the Client’s assets in securities and other financial instruments of other issuers domiciled, or assets located, elsewhere. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. Saba Capital, on behalf of the Clients, may elect to serve on creditors’ committees (official or unofficial), equity holders’ committees or other groups to ensure preservation or enhancement of a Client’s position as a creditor or equity holder. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members the committee represents and/or to other similarly situated parties. Saba Capital may resign form that committee or group for any reason, including, for example, if a Client concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to a Client. In such case, a Client may not realize the benefits, if any, of participation on the committee or group. In addition, if a Client is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group.

The Clients may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Reorganizations can be contentious and adversarial, and it is by no means unusual for participants to use the threat of litigation and to engage in litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Clients. Bankruptcy Claims. Saba Capital, on behalf of the Clients, may invest in bankruptcy claims which are amounts owed to creditors of companies in financial difficulty. Bankruptcy claims are illiquid and generally do not pay interest and there can be no guarantee that the debtor will ever be able to satisfy the obligation on the bankruptcy claim. The markets in bankruptcy claims are not generally regulated by federal securities laws or the SEC. Because bankruptcy claims are frequently unsecured, holders of such claims may have a lower priority in terms of payment than certain other creditors in a bankruptcy proceeding. In addition, under certain circumstances, payments and distributions may be reclaimed if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (a) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). Saba Capital, on behalf of the Clients, does not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of the debt obligations, the Clients may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the issuer should be equitably subordinated. Investments Related to Legal Proceedings and Judgments. The investments made by all Clients are expected to include interests in or related to legal proceedings or judgments, including but not limited to the purchase of the rights to bring or continue to pursue certain litigation or arbitration claims, the making of or investing in loans to the parties to litigation or arbitration proceedings or in potential future recoveries in respect thereof (generally referred to as “litigation funding”), and debt or equity investments in companies engaged in litigation or arbitration proceedings. In addition to other risks commonly associated with loans and debt and equity investments, such investments (which are referred to collectively herein as “litigation investments”) are subject to a number of material risks, including but not limited to those described herein. Laws and professional regulations (including ethics regulations and professional codes of conduct) in the litigation investment environment can be complex and uncertain. Where the Clients participate in a claim but does not wholly own or control it, the Clients will not be the client of the law firm representing the owner of the claim. Accordingly, that law firm will be required to act pursuant to its client’s wishes rather than those of the

Clients or may be subject to an overriding duty to the courts, while the Clients will be relying on such lawyers to litigate claims and defenses with due skill and care, and there is no guarantee that the outcome of a case will be in line with the lawyers’ assessment of the case or the lawyers’ capabilities. Certain jurisdictions prohibit or restrict the assignment of certain claims and/or participating in a lawyer’s contingent fee interests (including ethical rules against sharing fees with lawyers and non-lawyers), or may not permit the Clients to make investments in or engage in other business and financial transactions relating to certain litigation or have any influence over any decisions pertaining to the litigation, including the prosecution or resolution thereof. There is also the risk that the Clients may make an investment despite the uncertainty around a certain jurisdiction, leading to the risk that such investment agreement may not be enforced or enforceable. Changes in laws, regulations or ethical rules in certain jurisdictions could further reduce or limit litigation investment opportunities for the Clients or could reduce or eliminate the value of the Client’s pre-existing litigation investments in such jurisdictions. The Client’s failure to comply with any federal, state or local law or regulation relating to a litigation investment, whether actual or alleged, could expose the Clients to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could adversely affect the Clients. To the extent that the Clients invests in litigation investments in the EU or other non-U.S. jurisdictions, there can be no assurance that such legal and regulatory frameworks in those jurisdictions will be favorable to or evolve (if at all) in favor of the Clients. The Client’s ability to provide returns to investors and to achieve its investment objectives with respect to litigation investments depends on whether claims in which the Clients invests will be successful. Assessing the values, strengths and weaknesses of a claim is complex and the outcome is not certain. Should cases, claims, defenses or disputes in which the Clients invest prove to be unsuccessful or produce returns below those expected, the value of the Clients could be adversely affected or eliminated. It is also possible that a claimant whose litigation or legal proceeding is funded by the Clients may abandon or otherwise compromise its claims. Such an event may prevent the Clients from realizing expected returns or cause the Clients to sustain a complete loss. Details of cases that the Clients are pursuing or intends to pursue from time to time may not be disclosed on a named or detailed basis to investors because of confidentiality and other restrictions. To this extent, investors will not have an opportunity to evaluate the claims themselves and will be dependent upon the judgment and ability of the Clients to assess and manage the assets of the Clients. The information regarding the cases and claims available to the Clients may also be limited, including as a result of limitations imposed by the attorney-client privilege rules and the attorney work-product doctrine. If the defendant in a case is unable to pay or seeks to challenge the validity of the judgment or award, the Clients may encounter difficulties in recovery. Additionally, certain aspects of litigation recoveries, including the timing and amounts recovered, are outside of the control of the Clients. There can be no assurance that the Clients will be able to successfully collect and service the collection process. Credit Default Swaps. Saba Capital, on behalf of the Clients, may invest in credit default swaps. A credit default swap is a contract between two parties which transfers the risk of loss if a company fails to pay principal or interest on time or files for bankruptcy. In essence, an institution which owns corporate debt instruments can purchase a limited form of default protection by entering into a credit default swap with another bank, broker-dealer or financial intermediary. Upon an event of default, the swap may be terminated in one of two ways: (i) by the purchaser of credit protection delivering the referenced instrument to the swap counterparty and receiving a payment of par value, or (ii) by the parties pairing off payments, with the purchaser of the protection receiving a payment equal to the par value of the reference security

less the price at which the reference security trades subsequent to default. The first way is the more common form of credit default swap termination. In the manner described above, credit default swaps can be used to hedge a portion of the default risk on a single corporate bond or a portfolio of bonds. Credit default swaps can be used to implement Saba Capital’s view that a particular credit, or group of credits, will experience credit improvement. In the case of expected credit improvement, the Clients may sell credit default protection in which they receive a premium to take on the risk. In such an instance, the obligation of the Clients to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Clients may also “purchase” credit default protection even in the case in which they do not own the referenced instrument if, in the judgment of Saba Capital, there is a high likelihood of credit deterioration. The credit default swap market in high-yield securities is evolving compared to the credit default swap market for more seasoned and liquid investment grade securities. Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury Yield curve, among other factors. As such, there are many factors upon which market participants may have divergent views. Saba Capital may also enter into credit default swap transactions, even if the credit outlook is positive, if it believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap. Index or Index Options. Saba Capital, on behalf of the Clients, may also purchase and sell indices as well as call and put options on indices, whether or not stock indices are listed on securities exchanges or traded in the over-the-counter market. An index or index option fluctuates with changes in the market values of the securities included in the index. Specifically, investments in the ABX, CMBX, CDX and iTraxx indices will fluctuate based upon the value of the subprime mortgage bonds, commercial mortgage-backed securities (“CMBS”) and credit default swaps that are part of such index, respectively. The value of subprime mortgage bonds bear various risks, including credit, market, interest rate, structural and legal risks that can each affect the repayment rate of the underlying subprime mortgages; the value of CMBS will be influenced by factors affecting the value of the underlying real estate portfolio, and by the terms and payment histories of such CMBS; and, the value of credit default swaps are subject to the risks described in “Credit Default Swaps” below. In addition, because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the Clients will realize gains or losses from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the asset generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. Unrated Securities Risk. Certain Clients may have exposure to securities that are unrated. Accordingly, such Clients’ unrated investments could constitute a risky and speculative investment. In addition, such investments may be subject to greater risks than other investments, including greater levels of risk related to changes in interest rates, credit risk (including a greater risk of default), and illiquidity risk. Unrated investments may be more susceptible to real or perceived adverse economic and competitive industry or business conditions than higher-grade investments. Yields on such investments will fluctuate and may, therefore, cause such Clients’ value to be more volatile. Collateralized Debt Obligations. Saba Capital, on behalf of the Clients, may invest in CDOs and similar structured debt products (collectively, “CDO Securities”). CDO Securities in which

the Clients invest will be backed by certain fixed income securities, such as asset-backed securities, CDO Securities, corporate leveraged loans, credit default swaps and other derivatives. CDO Securities are instruments representing interests in pools, the underlying asset classes of which include bonds, debentures, syndicated loans, and private placement debt and are limited-recourse obligations of the issuer thereof payable solely from the underlying securities in the portfolio of such issuer. CDO Securities are subject to various risks including the following credit, liquidity, interest rate and other risks: (i) Limited Diversification. CDOs may invest in concentrated portfolios of assets. The concentration of an underlying portfolio in any one obligor would subject the holder of the related CDO Securities to a greater degree of risk with respect to defaults by such obligor and the concentration of a portfolio in any one industry would subject the holder of the related CDOs to a greater degree of risk with respect to economic downturns relating to such industry or region. (ii) Leverage Risk. The Clients’ investments in CDOs involve significant leverage. Leverage is embedded in all classes of a CDO other than the most senior tranche. While the leverage presents opportunities for increasing the Clients’ total returns, it has the effect of potentially increasing losses as well. (iii) Risks of Investment Focus. The value of the CDO Securities owned by the Clients generally will fluctuate with, among other things, the financial condition of the obligors or issuers of the underlying portfolio of assets of the related CDO (“CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. (iv) Interest Rate Mismatch. CDOs are subject to significant interest rate risk. Some of the CDO Collateral of an issuer of a CDO bears interest at a fixed rate, while the CDO Security typically bears interest at a floating rate. As a result, there could be a floating/fixed rate mismatch between such CDO Security and the CDO Collateral. (v) Lower Credit Quality Securities. There are no restrictions on the credit quality of the investments of the Clients. CDO Securities in which the Clients may invest may be deemed by rating agencies to have substantial vulnerability to default in payment of interest and/or principal. In general, the ratings of nationally recognized rating organizations represent the opinions of such agencies as to the quality of securities that they rate. Such ratings are relative and subjective; they are not guarantees of performance or absolute standards of credit quality and do not evaluate the market value risk of the securities. It is also possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events. (vi) Liquidity of Markets. At times, the fixed income markets have in the past experienced significant falloffs in liquidity. While such events may sometimes be attributable to changes in interest rates or other factors, the cause is not always apparent. During such periods of market illiquidity, a CDO may not be able to sell assets in its portfolio or may only be able to do so at unfavorable prices. Such “liquidity risk” could adversely impact the value of the Clients’ portfolios, and may be difficult or impossible to hedge against. Collateralized Fund Obligations. Saba Capital, on behalf of the Clients, may invest in equity securities (“CFO Equity Securities”) issued by collateralized fund obligations (“CFOs”). CFO Equity Securities are instruments representing interests in pools, the underlying asset classes

of which are CEFs and are limited-recourse obligations of the issuer thereof payable solely from the underlying securities in the portfolio of such issuer. CFO Equity Securities are subject to various risks including the following credit, liquidity and other risks: (i) Limited Liquidity and Restrictions on Transfer. Currently no secondary market exists for CFO Equity Securities. It is unclear whether or not any secondary market for CFO Equity Securities will develop or, if a secondary market does develop, that it will provide holders of CFO Equity Securities with liquidity of investment. Consequently, Clients may be required to hold the CFO Equity Securities until their stated maturity. In addition, CFO Equity Securities are subject to certain transfer restrictions and can only be transferred to specific transferees. Such restrictions on the transfer of CFO Equity Securities may further limit their liquidity. (ii) Leverage Risk. Clients’ investment in CFO Equity Securities involves significant leverage. Leverage is embedded in all classes of a CFO, but is especially significant in the equity securities of a CFO. While the leverage presents opportunities for increasing Clients’ total return, it has the effect of potentially increasing losses as well. All distributions in respect of CFO Equity Securities are fully subordinated on each payment date to all amounts due prior to, in accordance with the issuer's priority of payments, such distributions, including interest and principal due on the notes issued by the CFO and certain other payments. To the extent that any losses are suffered by any of the holders of any securities issued by the CFO, such losses will be borne in the first instance by the holders of the CFO Equity Securities. (iii) Risks of Investment Focus. The value of the CFO Equity Securities owned by Clients generally will fluctuate with, among other things, the financial condition of the underlying portfolio of assets of the related CFO, general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. (iv) Limited Diversification. Clients may invest in CFO Equity Securities issued by a concentrated group of CFOs. There can be no guarantee that the assets of a CFO will be diversified. As a consequence, the Clients’ returns in one or more CFOs may be adversely affected by the unfavorable performance of certain companies, industries, markets, countries or strategies. Risks Associated with Residential Mortgage-Backed Securities. Saba Capital, on behalf of the Clients, may invest in residential mortgage-backed securities (“RMBS”). Holders of RMBS bear various risks, including credit, market, interest rate, structural and legal risks. RMBS represents interests in pools of residential mortgage loans secured by one- to four-family residential mortgage loans. Such loans may be prepaid at any time. Residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The rate of defaults and losses on residential mortgages will be affected by a number of factors, including general economic conditions, conditions in the area where the mortgaged property is located, the borrower’s equity in the mortgaged property and the financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure of such residential mortgage may be a lengthy and difficult process, and may involve significant expenses. Furthermore, the market for defaulted residential mortgage loans or foreclosed properties may be very limited. Residential mortgage loans may be more susceptible to geographic risks relating to an area in which the collateral is concentrated, such as adverse economic conditions, adverse events affecting industries located in such area and natural hazards

affecting such area, than would be the case for a pool of mortgage loans having more diverse property locations. Residential mortgage loans in an issue of RMBS may be subject to various federal and state laws, public policies and principles of equity that protect consumers which, among other things, may regulate interest rates and other fees, require certain disclosures, require licensing of originators, prohibit discriminatory lending practices, regulate the use of consumer credit information and regulate debt collection practices. Violation of such laws, public policies and principles may limit the servicer’s ability to collect all or part of the principal or interest on a residential mortgage loan, entitle the borrower to a refund of amounts previously paid by it, or subject the servicer to damages and sanctions. Any such violation could also result in cash flow delays and losses on the related issue of RMBS. It is not expected that RMBS will be guaranteed or insured by any governmental agency or instrumentality or by any other person. Distributions on RMBS will depend solely upon the amount and timing of payments and other collections on the related underlying mortgage loans. Risks Associated with Commercial Mortgage-Backed Securities. Saba Capital, on behalf of the Clients, may invest in CMBS and other mortgage-backed securities, including subordinated tranches of such securities. The value of CMBS will be influenced by factors affecting the value of the underlying real estate portfolio, and by the terms and payment histories of such CMBS. Some or all of the CMBS contemplated to be acquired by the Clients may not be rated, or may be rated lower than investment-grade securities, by one or more nationally recognized statistical rating organizations. Lower-rated or unrated CMBS, so-called “B-pieces,” in which the Clients intend to invest have speculative characteristics and can involve substantial financial risks as a result. The prices of lower credit quality securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic or real estate market conditions or individual issuer concerns. Securities rated lower than “B” by rating organizations may be regarded as having extremely poor prospects of attaining any real investment standing and may be in default. Existing credit support and the owner’s equity in the property may be insufficient to protect the Clients from loss. The Clients may acquire subordinated tranches of CMBS issuances. In general, subordinated tranches of CMBS are entitled to receive repayment of principal only after all principal payments have been made on more senior tranches and have subordinated rights as to receipt of interest distributions. Such subordinated tranches are subject to a greater risk of nonpayment than senior tranches of CMBS or CMBS backed by third-party credit enhancement. As investors in subordinated CMBS, the Clients will be first among debt holders to bear the risk of loss from delinquencies and defaults experienced on the collateral. In addition, an active secondary market for such subordinated securities is not as well developed as the market for other mortgage-backed securities. Accordingly, such subordinated CMBS may have limited marketability and there can be no assurance that a more efficient secondary market will develop. The value of CMBS and other mortgage-backed securities in which the Clients may invest generally will have an inverse relationship with interest rates. Accordingly, if interest rates rise the value of such securities will decline. In addition, to the extent that the mortgage loans which underlie specific mortgage-backed securities are prepayable, the value of such mortgage

securities may be negatively affected by increasing prepayments, which generally occur when interest rates decline. Typically, commercial mortgage loans are not prepayable or are subject to prepayment penalties or interest rate adjustments while most residential mortgage loans may be prepaid at any time without penalty. Asset Backed Securities. Asset Backed Securities (“ABS”) use trusts and special purpose corporations to securitize various types of assets, primarily automobile and credit card receivables. Saba Capital, on behalf of the Clients, may invest, either directly or indirectly, through CDOs, in these and other types of ABS that may be developed in the future. ABS present certain risks that are not presented by mortgage-backed securities. Primarily, these financial instruments do not have the benefit of security interest in collateral. Credit card receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related ABS. In addition, because of the large number of entities involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the ABS may not have a proper security interest in all of the obligations backing such ABS. Therefore, there is a possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. The risk of investing in ABS is ultimately dependent upon payment of consumer loans by the debtor. The collateral supporting ABS is of shorter maturity than mortgage loans and is less likely to experience substantial prepayments. As with mortgage-backed securities, ABS are often backed by a pool of assets representing the obligations of a number of different parties and use credit enhancement techniques such as letters of credit, guarantees or preference rights. The value of an ABS is affected by changes in the market’s perception of the asset backing the security and the creditworthiness of the servicing agent for the loan pool, the originator of the loans or the financial institution providing any credit enhancement, as well as by the expiration or removal of any credit enhancement. When-Issued and Forward Commitment Securities. The purchase of securities on a “whenissued” basis involves a commitment by a Client to purchase or sell securities at a future date (typically one or two months later). No income accrues on securities that have been purchased on a when-issued basis prior to delivery to a Client. When-issued securities may be sold prior to the settlement date. If a Client disposes of the right to acquire a when-issued security prior to its acquisition, it may generate a gain or loss. In addition, there is a risk that securities purchased on a when-issued basis may not be delivered to a Client. In such cases, a Client may incur a loss. One type of security which a Client is permitted to acquire on a “when-issued” basis is a forward-settling agency MBS where the pool is “to-be-announced”, known as a “TBA”. Pursuant to these TBAs, a Client will agree to purchase, for future delivery, agency MBS with certain principal and interest terms and certain types of underlying collateral, but where the specific agency MBS to be delivered will not be identified until shortly before the TBA settlement date. In the case of TBAs there is an additional risk that, when the actual terms of the underlying mortgage pool become known, a Client may be exposed to greater risk than anticipated. Illiquid Investments. Clients may invest in securities, bank debt and other claims, and other assets, which are subject to legal or other restrictions on transfer or for which no liquid market

exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and Clients may not be able to execute a buy or sell order on exchanges at the desired price or to liquidate an open position due to market conditions, including the operation of daily price fluctuation limits. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Clients may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. If trading on an exchange is suspended or restricted, a Client may not be able to execute trades or close out positions on terms that Saba Capital believes are desirable. Realization of value from such investments may be difficult in the shortterm, or may have to be made at a substantial discount compared to other freely tradable investments. An investment in the private funds is suitable only for certain sophisticated investors who do not require immediate liquidity for their investments. Private Company Risks. Certain Clients may invest in securities issued by private companies or other private issuers. Investments in private issuers involve a number of significant risks. Generally, little public information exists about these issuers, and Saba Capital is required to rely on the ability of its investment professionals to obtain adequate information to evaluate the potential returns from investing in these issuers. If Saba Capital is unable to uncover all material information about these issuers, Saba Capital may not make a fully informed investment decision, and a Client may lose money on its investments. Private issuers may have limited financial resources and may be unable to meet their obligations under their debt securities that a Client holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of a Client realizing any guarantees it may have obtained in connection with its investment. In addition, private issuers typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, private issuers are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the private issuer and, in turn, on a Client. Private issuers also generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, Saba Capital’s and a Client’s executive officers and directors may, in the ordinary course of business, be named as defendants in litigation arising from a Client’s investments in these types of issuers. Private issuers are also typically subject to heightened valuation risk. See “Valuation” risk below. Investing in Other Funds. Clients’ investment in other funds (affiliated and/or unaffiliated funds, including closed‐end funds and exchange‐ traded funds (ETFs)) subjects the Clients to the investment performance (positive or negative) and risks of the underlying funds in direct proportion to the Clients’ investment therein. In addition, investments in other funds have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in them. The performance of the underlying funds could be adversely affected if other investors in the same underlying funds make relatively large investments or redemptions in such underlying funds. Clients, and its shareholders or limited partners, may indirectly bear a portion of the expenses of any funds in which the Clients invest. Also, to the extent that a Client is constrained/restricted from investing (or investing further) in a particular underlying fund for one or more reasons (e.g., underlying fund capacity

constraints or regulatory restrictions) or if a Client chooses to sell its investment in an underlying fund because of poor investment performance or for other reasons, the Client may have to invest in other underlying funds, including less desirable funds – from a strategy or investment performance standpoint – which could have a negative impact on the Client’s performance. In addition, a Client’s performance could be negatively impacted if an appropriate alternate underlying fund is not identified in a timely manner or at all. Futures. Certain Clients may engage in futures transactions. Futures contracts are usually made on a futures exchange which call for the future delivery of a specified “commodity” at a specified time and place. These contractual obligations, depending on whether one is a buyer or a seller, may be satisfied by making an offsetting sale or purchase of an equivalent futures contract on the same exchange prior to the end of trading in the contract month. Futures prices are highly volatile. Financial instrument and foreign currency futures prices are influenced by, among other things, interest rates, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions and currency devaluations and revaluations. A Client’s profitability may depend on its ability to analyze price movements in those markets. Because low margin deposits are normally required, an extremely high degree of leverage is obtainable in futures trading. A relatively small price movement in a futures contract, consequently, may result in large losses. Thus, like other highly leveraged investments, any purchase or sale of a futures contract may result in losses which exceed the amount invested. Most U.S. futures exchanges limit fluctuations during a single day in futures contract prices by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trade may be executed at prices beyond the daily limits, and positions in a particular contract can neither be taken nor liquidated at a price beyond the applicable limit. Futures prices in various commodities have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent a Client from promptly liquidating unfavorable positions and subject a Client to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, a Client may not be able to execute futures trades at favorable prices if little trading in the contracts a Client wishes to trade is taking place. It is also possible that an exchange or regulatory authority may suspend trading in a particular contract or order that trading in a contract be conducted for liquidation of open positions only. Securities Futures Products. Certain Clients may enter into transactions involving securities futures products for investment, hedging and risk management. Although securities futures contracts share some characteristics with options on securities (options contracts), these products are also different in a number of material ways. If a Client purchases an options contract, it has the right, but not the obligation, to buy or sell a security prior to the expiration date. By contrast, if it takes a position in a security futures contract (either long or short), it has both the right and the obligation to buy or sell a security at a future date. The only way a Client can avoid the obligation incurred by the securities futures contract is to liquidate the position with an offsetting contract. The purchaser and seller of a security futures contract each enter into an agreement to buy or sell a specific quantity of shares in the underlying security. Based on the movement in prices of the underlying security, a person who holds a position in a security futures contract can gain or lose many times his or her initial margin deposit. In this respect, the benefits of a security

futures contract are similar to the benefits of purchasing an option, while the risks of entering into a security futures contract are similar to the risks of selling an option. Both the purchaser and seller of a security futures contract have daily margin obligations. At least once each day, security futures contracts are marked-to-market and the increase or decrease in the value of the contract is credited or debited to the buyer and seller. As a result, any time a Client has an open position in a futures contract including security futures products, it may be called upon to meet additional margin requirements. As a consequence of the markto-market feature, investors generally feel the effects of gains and losses from such investments immediately. In addition, a Client may not be able to execute futures contract trades at favorable prices if trading volume is low. It is also possible that an exchange or the CFTC may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order trading in a particular contract be conducted for liquidation only. There are other risks of trading security futures products that differ from the risks of investing in securities. Some, but not all, are: 1. Under certain market conditions it may be difficult or impossible to liquidate a position. If a Client cannot liquidate a position, it may be impossible to realize a gain from its position or prevent losses from mounting. This could occur, for example, in the event of a trading halt in the underlying security. 2. Under certain market conditions, the prices of futures interests and security futures products may not maintain their customary or anticipated relationship to the price of the underlying security. This could occur, for example, when the market for the primary security is closed, reporting is delayed or the primary market is illiquid. 3. The brokerage firm that holds a Client’s futures interests may be required to deliver a Client’s funds into the accounts of a foreign broker, exchange or clearing organization to satisfy the margin and mark-to-market requirements (if any) of futures contracts traded on foreign exchanges. In the event of the bankruptcy of a counter party, a Client’s funds may not receive the same protections as they would have in the hands of a domestic broker, exchange or clearing organization. Exchange-Traded Funds. ETFs have unique characteristics, including, but not limited to, the expense structure and additional expenses associated with investing in ETFs. An ETF’s share price may not track its specified market index (if any) and may trade below its NAV. Certain ETFs use a “passive” investment strategy and do not take defensive positions in volatile or declining markets. Other ETFs in which Clients may invest are actively managed ETFs (i.e., they do not track a particular benchmark), which indirectly subjects Clients to active management risk. An active secondary market in an ETF’s shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. There can be no assurance an ETF’s shares will continue to be listed on an active exchange. In addition, a Client’s shareholders or limited partners bear both their proportionate share of the Client’s expenses and, indirectly, the ETF’s expenses, incurred through the Client’s ownership of the ETF. Because the expenses and costs of an underlying ETF are shared by its investors, redemptions by other investors in the ETF could result in decreased economies of scale and increased operating expenses for such ETF. These

transactions might also result in higher brokerage, tax or other costs for the ETF. This risk may be particularly important when one investor owns a substantial portion of the ETF. Clients generally expect to purchase shares of ETFs through broker‐dealers in transactions on a securities exchange, and in such cases the Clients will pay customary brokerage commissions for each purchase and sale. Shares of an ETF may also be acquired by depositing a specified portfolio of the ETF’s underlying securities. Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Clients is called for redemption, the Clients will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on the Clients’ ability to achieve their investment objective. Valuation. Securities which Saba Capital believes are fundamentally undervalued or overvalued may not ultimately be valued in the capital markets at prices and/or within the time frame Saba Capital anticipates. In particular, purchasing securities at prices which Saba Capital believes to be distressed or below fair value is no guarantee that the price of such securities will not decline even further.

Risk of Decline in Market Value of Assets; Margin Calls. The use of margin and short-term borrowings creates several risks for Clients. If the value of a Client’s securities falls below the margin level required by the prime brokers, additional margin deposits would be required. If a Client is unable to satisfy any margin call by the prime brokers, then the prime brokers could liquidate a Client’s position in some or all of the financial instruments that are in a Client’s accounts at the prime brokers and cause a Client to incur significant losses. The failure to satisfy a margin call, or the occurrence of other material defaults under margin or other financing agreements, may trigger cross-defaults under a Client’s agreements with other brokers, lenders, clearing firms or other counterparties, multiplying the adverse impact to a Client. In addition, because the use of leverage allows a Client to control positions worth significantly more than their investment in those positions, the amount that a Client may lose in the event of adverse price movements is high in relation to the amount of its investment. In the event of a sudden drop in the value of a Client’s assets, a Client might not be able to liquidate assets quickly enough to satisfy its margin requirements. In that event, a Client may become subject to claims of financial intermediaries that extended “margin” loans. Such claims could exceed the value of the assets of a Client. The banks and dealers that provide financing to a Client can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no assurance that a Client will be able to secure or maintain adequate financing, without which a Client may not continue to be viable. Closed-End Funds. Clients may invest in CEFs that are operated by a diversified group of CEF Managers. To the extent that such CEFs invest in financial instruments similar to those invested in by the Clients, the risk factors that are set forth herein with respect to such instruments, will also apply to the CEFs in which the Clients invest, and thus indirectly apply to a Client private fund. Clients’ investments in CEFs may generate dividend income that may be subject to withholding by the withholding agent. Clients may be entitled to a refund of all or a portion of the withheld amounts. In the event an investor redeems all or a portion of its shares prior to the Clients’ receipt of any tax refund, such redeeming investors will not receive any portion of such refund in respect of its redeemed shares. Exposure to Material Non-Public Information. From time to time, Saba Capital and/or one or more of its affiliates have in the past, and may in the future, come into possession of material, non-public information with respect to a particular transaction or other issuer of publicly traded securities. In such circumstances, Saba Capital may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Risks Relating to Virtual Currency and Virtual Currency Derivatives Trading. In connection with certain investments made by Clients, the Clients may receive, as a package with such investments, certain “digital assets”, such as “token” warrants or other similar assets. Such investments may be held until the resolution of a particular event or circumstance. As such, Clients may invest in a variety of virtual currencies (also known as “cryptocurrencies” or “digital currencies”), or similar assets that utilize blockchain technology, and virtual currency derivatives, although it is expected that such exposure to virtual currencies and “digital assets” is unlikely to represent more than a de minimis contribution to the overall risk profile of a Client’s portfolio. Virtual currencies are relatively new, evolving products based upon new and evolving technologies. An investment in any virtual currency is subject to a variety of risks,

including technological, security and regulatory risks as well as associated uncertainties over the future existence, support and development of such virtual currency. Virtual currencies may also experience unusual volatility. Any such investment is highly speculative and subject to the risk that the entirety, or a material portion, of such investment or its value may be lost. Virtual currency derivatives, such as futures or options on futures on a virtual currency, are also a relatively new asset class, and trading in these instruments, like trading in the virtual currencies themselves, carries a high level of risk. Investments in virtual currency derivatives, like direct investments in virtual currencies, should be considered substantially more speculative and significantly more likely to result in a total loss of capital than many other investments. In addition, many of the risks associated with trading traditional futures and OTC derivatives are equally attributable to virtual currency iterations of such instruments. Unique Features of Virtual Currencies Virtual currencies are not legal tender, but a type of highly decentralized electronic commodity that is not typically backed by any intermediating authority, such as a central bank or a national, supra-national or quasi-national organization, or any hard assets, human capital or other form of credit. Rather, their value is based on (and fluctuates frequently according to) supply and demand factors, the number of merchants that accept the currency and the value that various market participants place on it through their mutual agreement, barter or transactions. These factors make it more difficult to ascertain the intrinsic value of any virtual currency relative to legal tender. In addition, a fork of a virtual currency may have an impact on its value, which could materially adversely affect the performance of a Client if the Client is unable to participate in any resulting new product. Cybersecurity Risk Because of the cryptographic characteristics of virtual currency networks and their large number of users, direct attacks on the integrity of a virtual currency network (such as to change ownership, the number of units of the virtual currency in circulation or the history of transactions) are generally considered impracticable, but new technological developments or unforeseen technical flaws in a virtual currency’s algorithm could create opportunities for disruption. If the basic algorithm of a virtual currency were to be compromised, the value of the virtual currency itself, and derivatives thereupon, could be severely affected. Note, also, that the electronic exchanges and third-party custodians that facilitate trading in virtual currencies may experience, and have experienced, cybersecurity incidents of their own. As described below, depending upon the electronic custody arrangements used by an exchange, a compromise of its systems can result in an irreversible loss of virtual currency for users even if the algorithm of the virtual currency itself remains technically sound. Hackers or malicious actors may launch attacks to steal, compromise or secure virtual currencies, such as by attacking virtual currency network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or virtual currency transaction history, or by other means. Depending upon the scale of such an incident, it could have systemic effects upon the value and liquidity of a virtual currency. Although virtual currency derivatives may not be directly exposed to this latter so-called “wallet risk”, major disruptions to one or more virtual currency exchanges could have valuation effects on a virtual currency that would negatively impact the value of its derivatives in turn.

Risks Associated With “Digital Wallets” Clients may use digital currency “wallets” (a “virtual currency wallet” being a programmatic record system that contains virtual currency units) provided by exchanges or other third parties to hold all or a portion of a Client’s virtual currencies. Clients may be unable to conduct detailed information technology diligence on such third-party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain third-party wallet providers might not indemnify a Client against any losses of virtual currencies. Certain virtual currencies are intended to be controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which such virtual currencies are held. If private keys relating to a Client’s virtual currency holdings are lost, destroyed or otherwise compromised and such private keys are not capable of being restored by a virtual currency network, the Client may be unable to access the related virtual currencies. Further, virtual currencies are typically transferred digitally, through electronic media not controlled or regulated by any entity. If a virtual currency transfers to the wrong destination, a Client may be unable to recover the virtual currency or its value. Price Volatility Risks A principal risk in trading virtual currencies and virtual currency derivatives is the rapid fluctuation of their market price. Virtual currencies experience significant price volatility (daily price fluctuations in certain of these assets have exceeded 20%), which may also result in substantial changes in the value of a derivative contract on the underlying virtual commodity. The price of virtual currencies held by Clients may be affected generally by a wide variety of complex and difficult-to-predict factors such as virtual currency supply and demand; rewards and transaction fees for the recording of transactions; availability and access to virtual currency service providers (such as payment processors), exchanges or other virtual currency users and market participants; perceived or actual virtual currency network or virtual currency security vulnerability; inflation levels; fiscal policy; interest rates; and political, natural and economic events. Additionally, the highly distributed nature of virtual currency trading can result in a lack of a centralized pricing source and can complicate efficient price discovery for a virtual currency in the marketplace, an effect compounded by the fact that the distributed network responsible for processing virtual currency transactions may have a relatively limited transaction volume, particularly when traded on numerous virtual currency exchanges around the world. For virtual currency derivatives, fluctuations in the underlying virtual currency’s value between the time that a trade is placed for a virtual currency derivatives contract and the time that an attempt is made to liquidate it will affect the value of a derivatives contract and the potential profit and losses related to it. Like futures and other OTC transactions generally, virtual currency derivatives are also traded using initial margin, which permits positions to be established in these instruments whose value exceeds the initial investment. Because the initial margin of a virtual currency derivative may be set as a percentage of the value of the contract, margin requirements for a long position may significantly increase if the price of the contract rises. Additionally, due to the leverage effect provided by initial margin, unfavorable movements in the price of a virtual currency future or OTC transaction can produce substantial losses compared to the size of the initial investment. These risks are enhanced in the context of increased price volatility.

There is no guarantee that the Clients will be able to achieve a better-than-average market price for virtual currencies or virtual currency derivatives, or that the Clients will purchase such assets at the most favorable price available. Virtual Currencies Are Speculative Investments To date, speculators and investors seeking to profit from either short- or long-term holding of virtual currencies have driven much of the demand for these products. Virtual currencies typically have a very limited commercial and retail market application, thus contributing to price volatility that could adversely affect an investment in the Clients. Virtual currencies are not yet widely adopted as a means of payment for goods and services, and banks and other established financial institutions may refuse to process funds for virtual currency transactions, process wire transfers to or from their exchanges, as well as virtual currency-related companies or service providers, or maintain accounts for persons or entities transacting in virtual currencies. Accordingly, investments in virtual currencies and virtual currency derivatives should be considered highly speculative. Risk of Competition As purely algorithmic constructs, virtual currencies present a relatively low barrier to entry for new financial products, and competitive products for a particular virtual currency may readily develop and vie for market share. Any such competition may reduce the value of the assets of Clients. Fees Associated With Virtual Currency Networks Virtual currency network participants may charge a fee for effectuating certain essential services, such as transaction recording. These fees are sensitive to prevailing market conditions, may increase during periods of high volume and may be high relative to fees charged in traditional financial markets. Risks Associated With Virtual Currency Exchanges The virtual currency exchanges on which virtual currencies trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Liquidity for a virtual currency may be inconsistent or limited, particularly during periods of market stress. Virtual currency exchanges may impose daily, weekly, monthly or customer-specific transaction or distribution limits or suspend redemptions entirely, rendering the exchange of virtual currency difficult or impossible. Virtual currency exchanges are appealing targets for cybercrime, hackers and malware. It is possible that any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, anti-money laundering issues or government investigation. While the virtual currency spot trading market is relatively unregulated, investors should note that both U.S.-domestic and foreign regulators have applied serious sanctions, including trading bans, to virtual currency exchanges that were found derelict under applicable laws. In addition, banks may refuse to process wire transfers to or from exchanges. Over the past several years, many virtual currency exchanges have, indeed, closed due to fraud, theft, government or regulatory involvement, failure or security breaches, or banking issues. Clients may be unable to replace missing virtual currencies or seek reimbursement for any theft of virtual currencies. While virtual currency ETFs are afforded the protections of the traditional securities exchanges on which they trade,

such instruments may still be adversely affected by the risks associated with the virtual currency exchanges on which the underlying virtual currency is traded. The CFTC’s regulatory oversight authority over commodity cash markets is limited. The CFTC maintains general anti-fraud and manipulation enforcement authority over virtual currency cash markets as a commodity in interstate commerce and certain virtual currencies are deemed to be commodities. However, recourse for recovery of any fiat currency lost as a result of participating in a virtual currency exchange may be limited in practice due to technological considerations. The spot and underlying markets for virtual currency are relatively opaque systems in which the ultimate beneficial owners of units of virtual currency may be difficult or impossible to identify, complicating anti-theft and anti-fraud measures by virtual currency exchanges or regulators. Risks Associated With Virtual Currency Derivatives Exchanges Futures exchanges subject to U.S. jurisdiction that trade in virtual currency derivatives are responsible for regulating their activities with CFTC oversight; certain exchanges have also contracted with the NFA to implement monitoring and rule compliance in furtherance of the CFTC’s rules. Exchange-traded virtual currency derivatives that are subject to CFTC jurisdiction mitigate some of the risks of direct participation in virtual currency trading by interposing regulated facilities and contracts between traders and the underlying virtual currency market. Nevertheless, to the extent that disruptions in the exchanges of an underlying virtual currency affect the value of that commodity, derivatives in that virtual currency may be negatively impacted as well. Futures commission merchants may impose enhanced trading restrictions upon virtual currency derivatives due to their novel and highly speculative nature. Virtual currency derivatives contracts may be subject to additional margin, dynamic price limits, position limits, or prohibitions on trading strategies such as certain forms of short selling or give-up/give-in transactions. Designated contract markets for virtual currency derivatives may impose trading halts that may restrict a market participant’s ability to exit a position during a period of high volatility. Such features could affect the ability of Saba Capital to expand or exit a position in virtual currency derivatives at the most financially opportune moment, which could materially adversely affect the performance of the Clients. Virtual Currency Tax Implications On March 25, 2014, the Internal Revenue Service (the “Service”) issued a notice regarding certain U.S. federal tax implications of transactions in, or transactions that use, virtual currency (the “Notice”). According to the Notice, virtual currency is treated as property, not currency, for U.S. federal tax purposes, and “[g]eneral tax principles applicable to property transactions apply to transactions using virtual currency.” In part, the Notice provides that the character of gain or loss from the sale or exchange of virtual currency depends on whether the virtual currency is a capital asset in the hands of the taxpayer. Accordingly, in the U.S., certain transactions in virtual currency are taxable events and subject to information reporting to the Service to the same extent as any other payment made in property. The Clients generally will intend to treat virtual currency as capital assets for U.S. federal income tax purposes, including for tax reporting purposes. Additionally, the Service issued revenue rulings regarding certain tax consequences of (i) “hard forks” and “airdrops” of a virtual currency and (ii) “staking” rewards (together, the “Revenue

Rulings”). The first Revenue Ruling provides that a taxpayer does not have gross income as a result of a hard fork of a virtual currency the taxpayer owns if the taxpayer does not receive units of a new virtual currency. However, an airdrop of a new virtual currency following a hard fork generally results in ordinary income to the taxpayer if the taxpayer receives units of new virtual currency. Furthermore, under the second Revenue Ruling, additional units of virtual currency received as validation rewards from “staking” activities generally are also included as ordinary income to the taxpayer at the time such rewards are received. Although the Service has issued the Notice and Revenue Rulings, the U.S. Department of Treasury and the Service may publish future guidance that provides for adverse tax consequences to a Client and investors in the Client. Investors should be aware that tax laws and Regulations change on an ongoing basis, and that they may be changed with retroactive effect. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. As a result, the U.S. federal tax consequences of a Client’s investments in virtual currency are uncertain. Stock Index Options and Futures. Clients may purchase and sell call and put options on stock indices listed on securities exchanges or traded in the over-the-counter market for the purpose of realizing its investment objectives or for the purpose of hedging its portfolio. A stock index fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing or writing stock index options for hedging purposes will depend upon the extent to which price movements in the portfolio correlate with price movements of the stock indices selected. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether such Clients will realize gains or losses from the purchase or writing of options on indices depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular stocks. Accordingly, successful use by a Client of options on stock indices will be subject to an ability to correctly predict movements in the direction of the stock market generally or of particular industries or market segments. This requires different skills and techniques than predicting changes in the price of individual stocks. Put and call options are highly specialized activities and entail greater than ordinary investment risks. For example, traders who sell options are subject to the entire loss that occurs in the underlying item (less any premium received). The price of stock index futures contracts may not correlate perfectly with the movement in the underlying stock index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, participants may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Secondly, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause temporary price distortions. Successful use of stock index futures contracts is subject to a Clients’ ability to correctly predict movements in the direction of the market. Market Risks. The value of the assets of a Client in which certain Clients invest will fluctuate as the stock or bond market fluctuates. The value of a Client’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Systemic Risk. Credit risk may arise through a default by or because of one of several large institutions that are dependent on one another to meet their liquidity or operational needs. A default by or because of one institution may cause a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which each Client interacts. A systemic failure could have material adverse consequences on each Client and on the markets for the securities in which such Client seeks to invest. Derivative Investments. The prices of derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, a Client’s assets are subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. A Client may buy or sell (write) both call options and put options, and when it writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in securities of the relevant class and amount. A Client’s option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which such Client or has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. In general, without taking into account other positions or transactions a Client may enter into, the principal risks involved in options trading can be described as follows: When a Client buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of such Client investment in the option (including commissions). Such Client could mitigate those losses by selling short, or buying puts on, the securities for which it holds call options, or by taking a long position (e.g., by buying the securities or buying calls on them) in securities for which it holds put options. When a Client sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered”. If it is covered, such Client would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss such Client might suffer as a result of owning the security. Swaps and certain options and other customized instruments are subject to the risk of nonperformance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk.

The regulatory schemes affecting certain novel derivatives, including derivatives on virtual currencies, may not be fully developed. Government action or regulation may directly or indirectly affect these derivatives or the platform or network upon which they trade, influencing prices. It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting these markets or networks, generally, or restricting the right to acquire, own, hold, sell, convert, trade, use or exchange such derivatives. Certain regulatory authorities have already engaged in legal proceedings aimed at discontinuing certain of these novel derivatives contracts. Should any of these derivatives contracts be discontinued as a result of any such future regulations or legal proceedings, it could potentially result in a significant loss of value or rendering them worthless, resulting in a total loss of principal. Investment Manager's Payment of Fund Expenses. From time to time, the Saba Capital or its affiliates may elect to bear certain expenses on behalf of Clients that otherwise would or could be Client expenses. To the extent that Saba Capital or any of its affiliates makes such an election, Saba Capital or such affiliate will not have any obligation to continue to bear such expenses. Additional Regulatory Considerations. The regulatory schemes affecting virtual currencies may not be fully developed. Government action or regulation may directly or indirectly affect a virtual currency market or network, influencing virtual currency use or prices. It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting a virtual currency network, generally, or restricting the right to acquire, own, hold, sell, convert, trade, use or exchange virtual currencies. Like virtual currencies themselves, virtual currency derivatives exist within an evolving regulatory landscape and could also become subject to new regulations with valuation consequences for these instruments. Such changes could be difficult or impossible to predict.

Clients’ Investments in SPACs. Special Purpose Acquisition Companies. A SPAC is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses that are typically not publicly-listed. Following the acquisition of a target company, a SPAC’s management team may exercise control over the management of the combined company in an effort to increase its value. Often now, though, management of the target company will continue to manage the now publicly-traded business subsequent to completion of its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until the acquired business combination is completed or a predetermined period of time (typically 24 months) elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly-traded company’s shares trade above the SPAC’s initial public offering (“IPO”) price, or alternatively, the market price at which an investor acquired a SPAC’s shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a target business by the timeframe established at the time of its IPO, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to the extent third-parties are permitted to bring claims against IPO proceeds held in the SPAC’s trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to complete a qualifying business combination by the deadline established at the time of its IPO, (ii) assets in the trust account may become subject to third-party claims against such SPAC, which may reduce the per share liquidation value received by the investors in the SPAC in the event it fails to complete a business combination within the required time period, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business, (v) the value of any target business, including its stock price as a public company, may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust account may decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the applicable record date to do so, and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. Certain Clients may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for such Clients to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Further, SPACs are structured as publicly-traded blank check companies. Accordingly, such Clients will also be subject to risks that arise from investments in vehicles that are managed by independent third parties, as well as the risk that the underlying business combinations being pursued by the SPACs in which such Clients invest will not be consummated or will not be successful. PIPE Transactions Generally. PIPE transactions will generally result in certain Clients acquiring either restricted stock or an instrument convertible into restricted stock, which securities will be restricted for a period of time following issuance. As with investments in

other types of restricted securities, such an investment may be illiquid until registered under the Securities Act and such Clients’ ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration, which typically occurs 30 to 90 days following issuance. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. Further, even if such Clients are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, such Clients may not be able to sell all the securities on short notice if there is not an active market for such stock, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of such Clients’ investments. SPAC PIPE Transactions. SPACs will often seek third-party equity capital in the form of a PIPE transaction that is funded on a concurrent basis with the consummation of the underlying business combination that is being pursued by the SPAC. While such SPAC PIPEs are typically entered into at the time a proposed business combination is announced, certain SPACs may seek PIPE commitments at the time of their IPO in the form of forward purchase agreements. Certain Clients may participate in such SPAC PIPE transactions, including pursuant to forward purchase agreements, whereby it may make an irrevocable commitment to subscribe for equity securities of the combined company surviving the business combination between the SPAC and its target at a set price at the time that an agreement for the underlying business combination is signed. Consummation of a SPAC PIPE is typically contingent on and generally occurs concurrently with the successful closing of the underlying business combination which itself may be subject to conditions (such as regulatory approval, shareholder approval, etc.). As a result, such Clients, in their capacity as investors in a SPAC PIPE, may bear the market or pricing risk of the transaction between the time of executing a subscription agreement to participate in the PIPE and the closing of the underlying business combination being pursued by the SPAC. In addition, during the period of time between such Clients’ subscriptions to a PIPE and the consummation of the underlying business combination being pursued the SPAC, such Clients may have to reserve capital in anticipation of funding its irrevocable commitment. Such time period may be substantial in the case of a forward purchase agreement executed at the time of a SPAC’s IPO. In such circumstances, any capital being reserved by such Clients will not be available for participation in other investment opportunities. Further, the shares issued at the closing of a SPAC PIPE will generally be restricted for a period of time following the closing until the company that results from the business combination is readmitted for trading on the relevant exchange and the securities are registered under the Securities Act. Founders Equity and Sponsor Vehicle Investments. Certain Clients may invest in founders equity, consisting of founders shares and/or private placement warrants issued by a SPAC in connection with its formation and IPO, either directly or indirectly through equity interests in a related sponsor vehicle which holds such founders equity instruments. Founders shares are similar to the shares of stock issued by a SPAC in its IPO, but have no right to receive any proceeds from a SPAC’s trust account pursuant to redemption or liquidation of the SPAC. Similarly, private placement warrants have terms that mirror those of the warrants issued by a SPAC in connection with its IPO, but expire worthless if the SPAC fails to consummate a qualifying business combination within the required time period. As a result, an investment in founders equity of a SPAC poses a risk of total loss of investment in the event the SPAC is unsuccessful in completing a business combination. In addition, the Client may be required to agree to certain terms, including with respect to the acquisition, holding and/or voting of its

liquid position in a SPAC, in order to receive exposure to a SPAC’s founders equity. Any founders shares distributed to such Clients will also typically be subject to a lock-up period subsequent to completion of a business combination, which will restrict such Clients’ ability to dispose of such shares for up to one year after a SPAC completes its business combination. Similar to SPAC PIPE shares, founders shares, private placement warrants, and any shares issued upon exercise of such private placement warrants, will also be restricted securities, which further limit their liquidity absent registration under the Securities Act. Restricted Securities. Restricted securities, including, but not limited to, founders equity instruments and those issued in connection with a PIPE or SPAC PIPE, generally cannot be sold to the public without registration under the Securities Act or unless they have been held for a specified period of time and certain other requirements of Rule 144 under the Securities Act (“Rule 144”) have been met. Restricted securities can be sold privately in a negotiated private placement to an accredited investor or pursuant to another exemption from registration. Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by a Client. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Founders equity instruments and other equity securities acquired in connection with PIPE and SPAC PIPE transactions will generally be restricted until subsequently registered for resale under the Securities Act. In addition, a Client’s positions in restricted and non-restricted securities may be subject to resale restrictions if such Client, acting either alone or as part of a group, acquires a “control” position in an issuer’s securities or if such Client is considered to be an “insider” as a result of its engagement with a CEF’s board of directors or talking to other shareholders. Volume and similar transfer restrictions under Rule 144 may apply on dispositions involving securities held by certain Clients where the issuer may be deemed to be an affiliate by virtue of being viewed as being under common control with such Clients or an insider. In such cases, such Clients may be unable to sell off positions when it would otherwise be advantageous to do so and may be required to continue to hold such affiliate positions even after satisfying any applicable holding period under Rule 144 for restricted securities. Accounting and Valuation Treatment of SPAC PIPE Investments. Certain Clients subscription to participate in a PIPE Investment will be valued in accordance with such Clients valuation policy and included in the net asset value of such Clients (as applicable) as of the relevant date of subscription. The manner in which these investments are accounted for and valued affects such Clients’ net asset value which, in turn, will impact subscriptions and redemptions. In performing valuations of PIPE investments, founders equity investments and related investments, the administrator and Saba Capital may rely on valuations performed by third-party agents. In determining such valuations, such third-party agents will rely on various assumptions, some of which are subjective and some of which vary between different thirdparty agents. Dependence on Key Individuals of SPAC Sponsor. The success of certain Clients depends upon the ability of the relevant management team that sponsors the SPACs in which such Clients invest. The investment personnel of Saba Capital will not participate in the management and affairs of such Clients’ underlying investments. Special Investments. Certain Clients may invest in PIPE Investments and founders equity investments that Saba Capital believes should be held until the resolution of a special event or

circumstances (i.e., “Special Investments”). Such Clients may not be able to readily dispose of Special Investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Special Investments and other assets and liabilities for which no such market prices are available will generally be carried on the books of such Clients at fair value (which may be cost) as reasonably determined by Saba Capital. There is no guarantee that fair value will represent the value that will be realized by such Clients on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. A redeeming shareholder with an interest in a Special Investment will not receive any amount in respect of such interest until the related Special Investment is realized or deemed realized. Misconduct or Bad Judgment of SPAC Sponsors and Their Service Providers. Misconduct by employees of SPAC Sponsors or by third-party service providers of such SPACs could cause losses to certain Clients. Employee misconduct may include binding a SPAC to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses) or other fraud. Losses could also result from actions by third-party service providers, including, without limitation, failing to recognize trades and misappropriating assets. Although Saba Capital will seek to monitor SPAC Sponsors or and their SPACs, such measures may not be effective in all cases in detecting fraud or misconduct. Clients’ Investments in CEFs. Risks Relating to Underlying CEF Managers. CEF Managers are subject to various risks, including, but not limited to, operational risks such as the ability to provide the adequate operating environment for a CEF such as back office functions, trade processing, accounting, administration, risk management, valuation services and reporting. CEF Managers may also face competition from other investment managers, which may be more established and have larger capital bases and have larger numbers of qualified management and technical personnel. Additionally, certain CEF Managers may pursue over time different investment strategies which may limit certain Clients’ abilities to assess a CEF Manager’s ability to achieve its longterm investment objective. Furthermore, a CEF Manager may face additional risks as the assets of a CEF increase over time. In such instances, a CEF Manager may not be able to handle properly the operating volumes of a CEF with an increased capital basis. Also, a CEF Manager may be unable to manage a CEF’s increased assets effectively because it may be unable to maintain such CEF’s current investment strategy or find the types of investments better suited for a CEF with an increased capital basis. Dependence on Key Individuals. Investors have no authority to make decisions on behalf of certain Clients. Further, certain Clients invest through CEF Managers. The success of the Client depends upon the investment performance of individual CEFs and the ability of key members of Saba Capital’s investment team to develop and implement investment strategies that achieve the Client’s investment objective. If the Client were to lose the services of these members, the consequence to the Client could be material and adverse and could lead to the premature termination of the Client. In addition, subjective decisions made by the individual CEF Managers may cause Clients to incur losses or to miss profit opportunities on which it may otherwise have capitalized. Although Saba Capital may allocate assets of the Client to CEF

Managers who use different investment strategies, there can be no assurance that market or other events will not have an adverse impact on the strategies employed by multiple CEF Managers. Independent CEF Managers. CEF Managers generally cause each CEF to invest wholly independently of one another and as such the CEFs may at times hold economically offsetting positions. To the extent that such CEFs, in fact, hold offsetting positions, certain Clients, considered as a whole, may not achieve any gains or losses despite incurring investment expenses, including, without limitation, performance-based compensation. In addition, there may be times when a particular CEF Manager may receive performance-based compensation in respect of certain Clients’ investments for a period even though certain Clients’ overall portfolios depreciated during such period. Some CEF Managers also may compete with each other from time to time for the same positions in certain markets. Such competition may adversely affect the performance of CEFs managed by such CEF Managers. In addition, although Saba Capital receives detailed information from each CEF Manager regarding its investment performance and investment strategy, Saba Capital may have little or no means of independently verifying this information. A CEF Manager may use proprietary investment strategies that are not fully disclosed to Saba Capital, which may involve risks that are not anticipated by Saba Capital. Misconduct or Bad Judgment of CEF Managers and Their Service Providers. Misconduct by employees of CEF Managers or by third-party service providers of such CEFs could cause losses to certain Clients. Employee misconduct may include binding a CEF to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses) or other fraud. Losses could also result from actions by third-party service providers, including, without limitation, failing to recognize trades and misappropriating assets. Although Saba Capital will seek to monitor CEF Managers and their CEFs, such measures may not be effective in all cases in detecting fraud or misconduct. In addition, certain Clients will still face the risk of CEF Manager misrepresentation, material strategy alteration or poor judgment. Although CEF Managers are required to adhere to the offering documents for the respective funds, Saba Capital cannot control the investments made by a CEF Manager. Saba Capital’s sole remedy in the event of a deviation by a CEF Manager from its offering documents (such as in the case of “style drift”) may be to cause certain Clients to withdraw capital from a CEF Manager’s fund, subject to any applicable withdrawal restrictions. Style Drift. Saba Capital relies primarily on information provided by CEF Managers in assessing a CEF Manager’s defined investment strategy, the underlying risks of such a strategy and, ultimately, determining whether, and to what extent, it will allocate certain Clients’ assets to particular CEF Managers. “Style drift” is the risk that a CEF Manager may deviate from his or her stated or expected investment strategy. Style drift can occur abruptly if a CEF Manager believes it has identified an investment opportunity for higher returns from a different approach (and the manager disposes of an interest quickly to pursue this approach) or it can occur gradually, such as if, for instance, a “value”-oriented CEF Manager gradually increases a CEF’s investments in “growth” stocks. Style drift can also occur if a CEF Manager focuses on factors it had deemed immaterial in its offering documents—such as particular statistical information or returns relative to certain benchmarks. Additionally, style drift may result in a manager pursuing investment opportunities in an area in which it has a competitive disadvantage or is outside the manager’s area of expertise (e.g., a large-cap manager focusing on small-cap investment opportunities).

Moreover, style drift poses a particular risk for multiple-manager structures since, as a consequence, certain Clients may be exposed to particular markets or strategies to a greater extent than was anticipated by Saba Capital when it assessed the portfolio’s risk-return characteristics and allocated assets to a CEF Manager (and which may, in turn, result in overlapping investment strategies among various CEF Managers). Payment of Redemption Proceeds Prior to the Receipt of Tax Refunds. As a result of potential withholding by the withholding agent with respect to the underlying CEFs, a Client may be entitled to a refund of all or a portion of the taxes withheld. Such tax refunds are generally received by a Client in the year following the year in which the withholding occurred. In the event an investor redeems prior to a Client’s receipt of any tax refund, the redeeming investor will receive its estimated and accrued pro rata share of such refund based on the value of such tax refund (as calculated in accordance with accounting rules). The amount of the refunds received may be more or less than the value of such refunds. In the event that the amount of tax refunds received by a Client are less than valued, a Client will not seek reimbursement from any redeemed investor and in the event that the amount of tax refunds received by a Client are more than valued, a Client will not pay additional amounts to any redeemed investor. As a result, a redeeming investor may be positively or negatively affected by the amount of tax refunds actually received by a Client. To the extent that the amounts of tax refunds received by a Client are less than valued, the outstanding shares will be adversely affected. Conversely, in the event that the amounts of tax refunds received by a Client are more than valued, the outstanding shares will benefit. General Economic and Market Conditions. The success of a Client’s and the CEFs’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Client’s and the CEFs’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Client’s and the CEFs’ investments. Volatility or illiquidity could impair a Client’s and the CEFs’ profitability or result in losses. The Clients and the CEFs may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Government Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on a Client’s and the CEFs’ strategies. Potential Interest Rate Increases. Uncertainty of the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed-income instruments, held by certain Clients and certain CEFs to decrease, which may result in substantial redemptions from such Clients or such CEFs that, in

turn, force such Clients or such CEFs to liquidate such instruments at disadvantageous prices negatively impacting the performance of such Clients and such CEFs. CEF Specific Investment Strategy Risk Factors Fixed Income. The CEFs in which certain Clients invest may invest in bonds or other fixedincome securities that are “higher yielding” (including non-investment grade) debt securities that are generally not exchange-traded and, as a result, these securities trade in the over-thecounter marketplace, which is less transparent and has wider bid/ask spreads than the exchangetraded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, each CEF may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Each CEF may invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Credit Risk. An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Interest Rate Risk. Changes in interest rates will affect the value of the CEF’s investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Global Market Investments. Certain Clients invest in CEFs that may invest in the equity, debt or other securities and instruments of issuers located outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic

uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Income received by a CEF from sources within some countries may be reduced by withholding and other taxes imposed by such countries. A CEF may be subject to additional risks which include possible adverse political and economic developments and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. While Saba Capital will take these factors into consideration in making investment decisions for certain Clients, no assurance can be given that a CEF in which certain Clients invest will be able to fully avoid these risks. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the performance of a CEF that certain Clients invest in. Emerging Market Investments. Certain markets in which a CEF may invest may be regarded as emerging or developing markets. In emerging and developing markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging and developing market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in financial instruments may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. CEFs may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Due to the foregoing risks and complications, the costs associated with investments in emerging market securities generally are higher than for securities of issuers based in developed countries. Global Political Risks. Some of the companies in which the Clients may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of Clients, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Clients’ investments in those countries. Investing in such markets poses

greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries. FCPA and Anti-Corruption Considerations. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities and of corruption. Under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), it is unlawful for U.S. persons and, in certain circumstances, foreign persons to pay or offer bribes, directly or indirectly, to a foreign official in order to obtain, retain, or direct business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2013 of the Bribery Act, the United Kingdom has significantly expanded the reach of its anti-bribery laws. Saba Capital intends to undertake various due diligence measures and intends to apply certain procedures (together with the Clients’ administrator, where applicable) designed to determine whether entering into a relationship with an investor or prospective counterparty or investment would give rise to corruption-related risks and to prevent such risks. As a result of such measures, Saba Capital may determine that Saba Capital or the Clients should forgo certain relationships and associated opportunities that Saba Capital believes may present such risks. In addition, the possibility exists that Saba Capital’s and the Clients’ ongoing relationships may be affected by activity that has potential implications under anti-corruption and anti-bribery laws, which could necessitate discontinuing an existing relationship or activity, or the imposition of other legally required or advisable measures. In spite of Saba Capital’s efforts to comply with the FCPA, the Bribery Act and other applicable laws, individuals purporting to act on behalf of Saba Capital or affiliates of portfolio companies, particularly in cases where Clients do not control such portfolio company, could engage in activities that could have legal implications under such laws, including allegations of violations of such laws, whether before or after the Clients make an investment. Any allegation or determination that the Clients or Saba Capital have liability arising from a violation of the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject the Clients or Saba Capital to, among other things, civil and criminal proceedings and penalties, fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Saba Capital's business prospects and/or financial position, as well as the Clients’ ability to achieve its investment objective and/or conduct its operations. CFIUS and National Security/Investment Clearance Considerations. Investments by Clients may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of Shares in the Fund. In the event that CFIUS or another regulator reviews one or more of the Clients’ proposed or existing investments, there can be no assurances that Clients will be able to maintain, or proceed with, such investments on terms acceptable to Clients. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of Clients’ investments. Such limitations or restrictions may prevent Clients from maintaining or pursuing investments, which could adversely affect the Clients’ performance with respect to such investment (if consummated) and, thus, the Clients’ performance as a whole. Equity Securities Generally. The CEFs in which certain Clients invest may invest in equity securities. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the

equity markets. As a result, the CEFs in which certain Clients invest may suffer losses if it invests in equity instruments of issuers whose performance diverges from the CEF Manager’s expectations or if equity markets generally move in a single direction and the CEF in which certain Clients invest has not hedged against such a general move. Certain of the CEFs in which certain Clients invest also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Below Investment Grade Securities. The value of the assets of a CEF in which the certain Clients invest will fluctuate as the stock or bond market fluctuates. The value of such CEF’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. Activist Investing. From time to time Saba Capital may adopt an activist approach to certain Clients’ investments as a means to improve corporate governance and transparency and to increase shareholder value generally and the valuation of such Clients’ holdings in particular. This may include actively seeking to change governance at the CEF level and suggesting changes to the applicable CEF Manager that Saba Capital believes maximize shareholder value. The costs in time, resources and capital involved in such activist investments depend on the circumstances, which are only in part within Saba Capital’s control, and may be significant, particularly if litigation against such Clients and/or Saba Capital ensues. In addition, the expenses associated with an activist investment strategy, including potential litigation, expenses related to the recruitment and retention of board members, executives and other individuals providing business assistance to Saba Capital in connection with an activist campaign (including, for example, consultants and corporate whistle-blowers) or other transactional costs, will be borne by such Clients. Such expenses may reduce returns or result in losses. Some of the CEFs which are targeted by certain Clients may be subject to the UK Takeover Code (the “Takeover Code”) or similar rules. Whether the Takeover Code or such other rules will apply will depend on a number of factors, including where the CEF is incorporated, where its securities are listed and where its central management and control is situated. Some CEFs may also adopt the Takeover Code or some of its provisions though their constitutive documents. The Takeover Code, where it applies, will regulate the manner in which control of a CEF may be acquired, and may place limits on the speed and degree in which positions in a CEF are acquired or board positions sought. If the requirements of the Takeover Code are not complied with, such Clients may face regulatory sanctions or fines, or in extremis be compelled to make an offer for all of the shares in a CEF not already owned by such Clients at the highest price paid by it in the prior 12 month period. The success of certain Clients’ activist investment strategy depends upon, among other things: (i) Saba Capital’s ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) such Clients’ ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) such Clients’ ability to avoid anti-takeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to Saba Capital’s proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur.

Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject CEF or vehicle, which may result in litigation may erode, rather than increase, the value of the subject CEF or vehicle; (ii) intervention of a governmental agency; (iii) efforts by the subject CEF or vehicle to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or certain Clients and Saba Capital, and such regulatory agencies may independently investigate the participants in a transaction, including such Clients and Saba Capital, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of such Clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that Saba Capital believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe Saba Capital anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a CEF’s or other vehicle’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow a Client to dispose of all or any of its securities therein or to realize any increase in the price of such securities. Inability to Transact as a Result of Exposure to Material Non-Public Information. From time to time, Saba Capital may receive material non-public information with respect to a CEF. In such circumstances, certain Clients may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such CEF, (ii) establishing an initial position or taking any greater position in such CEF, and (iii) pursuing other investment opportunities related to such CEF. This can result in substantial risk of loss or loss of opportunity if certain Clients are not able to purchase or sell such security. Inflation Risks. The value of assets or income from investments may be less in the future as inflation decreases the value of money. As inflation increases, the value of a CEF’s assets can decline as can the value of such CEF’s distributions. This risk is significantly greater if such CEF invests a significant portion of its assets in fixed-income securities with longer maturities. Currency Risks. A CEF in which certain Clients invest may have investments that are denominated in a foreign currency and are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Non-Diversified Status. Certain CEFs in which certain Clients invest may be non-diversified funds. These particular CEFs may invest a greater portion of their assets in the securities of one issuer than a diversified fund. Such CEF may be more sensitive to economic, business,

political or other changes affecting similar issuers or securities, which may result in greater fluctuation in the value of a CEF’s shares. Illiquid Investments. Certain Clients invest in CEFs that may invest in securities, bank debt and other claims, and other assets, which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable and a CEF may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. A CEF may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. In turn, an investment in certain Clients is suitable only for certain sophisticated investors who do not require immediate liquidity for their investments. Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through a clearinghouse. In the United States, clearing requirements were part of the Dodd-Frank Act. The CFTC imposed its first clearing mandate on December 13, 2012 affecting certain interest rate and CDS. It is expected that the CFTC and the SEC will introduce clearing requirements for other derivatives in the future. Trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, the FCM, as well as possible SEC or CFTC mandated margin requirements. Each CEF may not be in direct privity with the clearinghouse, but instead acts through a member of the clearinghouse, an FCM, which acts as a quasi-agent, guaranteeing the obligations of such CEF to the clearinghouse. This regime is modeled in large part after the U.S. futures clearing regime. Clearing through FCMs has in certain cases led to losses caused by operational failure or fraud. As products become more standardized in order to be cleared, standardized derivatives may mean that each CEF may not be able to hedge its risks or express an investment view as well as it would using customizable derivatives available in the over-the-counter markets. Compared to the OTC derivatives market, a CEF may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the clearinghouse and the FCM. Virtually all of the margin models that are utilized by the clearinghouses are dynamic, meaning that, unlike many of such CEF’s bilateral swap contracts where the amount of initial margin posted on the contract is typically static throughout of the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject a CEF to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment which could have a detrimental effect on such CEF. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require a CEF to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to such CEF. In addition, clearinghouses may not allow a CEF to portfolio margin (or cross margin) its positions, which may increase the amount of overall margin that such CEF needs to post. While clearinghouse margin models are dynamic and may change daily, they are also different from the margin models applied by OTC derivative dealers. The OTC derivative dealers generally have a model that is supported by a team of individuals that

analyze the credit risk of each Client and fund manager by reviewing, among other variables, strategy, performance, key portfolio managers, sophistication of technology and operations, traditional volatility, types of products, and lock-up periods. The model used by the dealers to apply margin is tailored for the risk of each Client and fund manager. In contrast, the clearinghouse margin model is applied across all types of counterparties and there is no analysis of individual counterparty risks. This may mean that the clearinghouse margin model may be less fluid. It may mean that it is also more expensive overall for a CEF than if specific factors of such CEF were considered. Also, each clearinghouse only covers a limited range of products and a CEF may have to spread its derivative portfolio across multiple clearinghouses, which in turn reduces the benefits of netting that derivatives users rely on to mitigate counterparty risk. Although standardized clearing for derivatives is intended to reduce risk (for instance, they may reduce the counterparty risk to the dealers to which a CEF would be exposed under OTC derivatives), it does not eliminate risk. Rather, standardized clearing transfers risk of default from the over-the-counter derivatives dealer to the central clearinghouse, which may increase systemic risk, potentially more so than a failure by an OTC derivatives counterparty. The failure of a clearinghouse could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on member firms during a financial crisis, which could lead member firms to default, worsening the crisis. Because these clearinghouses are still developing and the related bankruptcy process is untested, it is difficult to speculate what the actual risks would be to a CEF related to the default of a clearinghouse. While the futures model worked well during the Lehman crisis in 2008, there has been no testing whether the model is scalable so that it would apply to derivatives more generally. In addition, there is no one international standard for clearinghouses; existing clearinghouses have different waterfalls that apply upon the insolvency of a clearinghouse or a clearinghouse member and it is possible that a CEF could be in a worse position if a clearinghouse were to fail than had such CEF executed a trade with a traditional derivative counterparty. Also, a clearinghouse will likely require that a CEF relinquish control of its transactions if the clearinghouse were to become insolvent, and, therefore, such CEF would not be able to terminate and close out of a defaulting clearinghouse’s positions, but would become subject to regulators’ control over those positions. In such a circumstance, a CEF may not be able to take actions that it deems appropriate to lessen the impact of such clearinghouse default. Clearinghouses tend to trade in particular products in order to achieve economy of scale. This heightens the concentration risk for a CEF, which might not be easily hedged. In that case, a CEF may only be able to protect itself from clearinghouse risk by exiting the market entirely, potentially foregoing an entire segment of beneficial transactions. Applicable regulations may also require a CEF to make public information regarding its swaps volume, position size and/or trades, which could detrimentally impact such CEF’s ability to achieve its investment objectives. Short Selling. CEF Managers with which the certain Clients invest may engage in short selling. Short selling involves selling securities, which may or may not be owned by the short seller, and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows an investor to seek profits from a decline in the prices of securities. A short sale creates the risk of a theoretically unlimited loss because the price of the underlying security could theoretically increase without limit and increase the cost of buying those securities to close the short position. There can be no assurance that the securities necessary to close a short position will be available for

purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and a CEF may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though a CEF generally secure a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing such CEF to purchase the security at the then-prevailing market price, which may be higher. Trading of Swaps. A CEF may enter into swap transactions. A swap transaction is an individually negotiated, non-standardized derivative agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, currency exchange rates, securities, commodities or other items, indices, or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Swap contracts are not traded on exchanges and are not otherwise regulated, and as a consequence investors in such contracts do not benefit from regulatory protections. Swap trading is similar to the spot and forward markets in that banks, broker-dealers or their affiliates generally act as principals in the swap markets, and a CEF is subject to risks similar to those described in the discussion of the spot and forward markets. Sovereign Debt. Several factors may affect (i) the ability of a government, its agencies, instrumentalities or its central bank to make payments on the debt it has issued (“Sovereign Debt”), including securities that Saba Capital believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of non-U.S. exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt. Catastrophe Bonds. Event-linked or catastrophe bonds (“Catastrophe Bonds”) carry material uncertainties and risk exposures to adverse conditions. If a trigger event, as defined within the terms of the bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified therein, a Client may lose a portion or all of its investment in such security, including accrued interest and/or principal invested in such security. Because Catastrophe Bonds cover “catastrophic” events that, if they occur, will result in significant losses, Catastrophe Bonds carry a high degree of risk of loss and are considered “high yield” or “junk bonds.” The rating, if any, primarily reflects the rating agency’s calculated probability that a predefined trigger event will occur. Thus, lower-rated bonds have a greater likelihood of a triggering event occurring and loss to a Client. Catastrophe Bonds are also subject to extension risk. The sponsor of such an investment might have the right to extend the maturity of the bond or note to verify that the trigger event did occur or to process and audit insurance claims. The typical duration of mandatory and optional

extensions of maturity for reinsurance-related securities currently is between three months to two years. In certain circumstances, the extension may exceed two years. An extension to verify the potential occurrence of a trigger event will reduce the value of the bond or note due to the uncertainty of the occurrence of the trigger event and will hinder a Client’s ability to sell the bond or note. Even if it is determined that the trigger event did not occur, such an extension will delay a Client’s receipt of the bond’s or note’s principal and prevent the reinvestment of such proceeds in other, potentially higher yielding securities. Quota Share Notes, Excess of Loss Notes and ILW Notes. The Clients may invest, directly or indirectly, in reinsurance contracts through shares or notes issued in connection with quota shares and/or may gain exposure to reinsurance contracts through excess of loss notes and/or industry loss warranties (collectively, “Reinsurance Notes”). As Reinsurance Notes represent an interest, either proportional or non-proportional, in one or more underlying reinsurance contracts, the Clients have limited transparency into the individual underlying contract(s) and, therefore, must rely upon the risk assessment and sound underwriting practices of the sponsor. Accordingly, it may be more difficult to fully evaluate the underlying risk profile of Reinsurance Notes, which may place the Clients’ assets at greater risk of loss than if Saba Capital had more complete information. The lack of transparency may also make the valuation of such investments more difficult and potentially result in mispricing that could result in losses to a Client. In Reinsurance Notes, the Clients cannot lose more than the amount invested. Reinsurance Industry Risk. The performance of reinsurance-related securities and the reinsurance industry itself are tied to the occurrence of various triggering events, including weather, natural disasters (hurricanes, earthquakes, etc.), non-natural large catastrophes and other specified events causing physical and/or economic loss. If the likelihood and severity of natural and other large disasters increase, the risk of significant losses to reinsurers may also increase. Typically, one significant triggering event (even in a major metropolitan area) will not result in financial failure to a reinsurer. However, a series of major triggering events could cause the failure of a reinsurer. Similarly, to the extent a Client invests in reinsurance-related securities for which a triggering event occurs, losses associated with such event could result in losses to a Client’s investment, and a series of major triggering events affecting a large portion of the reinsurance-related securities held by a Client could result in substantial losses to a Client’s investment. In addition, unexpected events such as natural disasters or terrorist attacks could lead to government intervention. Political, judicial and legal developments affecting the reinsurance industry could also create new and expanded theories of liability or regulatory or other requirements; such changes could have a material adverse effect on a Client’s investment. The determination of the level of losses under a reinsurance-related security may be a protracted process and the realizable value of these reinsurance-related securities, particularly those with respect to which a loss event has occurred, will be delayed until the related collateral, if any, is released to a Client and any remaining associated liabilities are finally determined. Credit Default Swaps. Credit default swaps can be used to implement a CEF Manager’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, a CEF may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of a CEF to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. A CEF may also buy credit default protection with respect to a referenced entity if, in such CEF Manager’s judgment, as applicable, there is a high likelihood of credit

deterioration. In such instance, such CEF will pay a premium regardless of whether there is a credit event. The credit default swap market in high-yield securities is comparatively new and rapidly evolving compared to the credit default swap market for more seasoned and liquid investment-grade securities, creating the risk that the newer markets will be less liquid, and making it potentially more difficult to exit or enter into a particular transaction. Non-Investment Grade and Unrated Instruments. A portion of a CEF’s assets may be invested in instruments that are unrated or have a credit quality rating below investment grade by internationally recognized credit rating organizations, such as Moody’s and S&P Global Ratings. The market prices of those securities may fluctuate more than higher-rated securities, and may decline significantly in periods of general economic difficulty. Those securities generally are considered to have extremely poor prospects of ever attaining any real investment grade standing and to have a current identifiable vulnerability to default. The issuers or guarantors of those securities are considered to be less likely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions. Alternatively, such issuers may be in default or not current in the payment of interest or principal. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade debt securities to make principal and interest payments than issuers of higher grade debt securities. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities may be less liquid and less active than for higher grade debt securities. Master Limited Partnerships. The CEFs in which the Clients invest may invest in master limited partnerships (“MLPs”). An investment in a MLP unit involves risks that differ from those associated with investments in similar equity securities, such as common stock of a corporation. Holders of MLP units usually have the rights typically afforded to limited partners in a limited partnership, and as such have limited control and voting rights on matters affecting the partnership. In addition, there is the risk that a MLP could be, contrary to its intention, taxed as a corporation, resulting in decreased returns from such MLP. Further, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of the MLP, including those arising from incentive distribution payments. Use of Technology and Artificial Intelligence. Saba Capital may employ advanced technology, including artificial intelligence (“AI”) and data analytics tools, in its investment research, risk management, and operational processes. These tools are used to supplement, not replace, human judgment. The Firm prohibits the input of confidential client or proprietary information into generative AI platforms unless explicitly authorized under its internal compliance policies. Use of AI tools involves risks, including potential data errors, reliance on incomplete or biased information, and cybersecurity concerns. As a result, the Firm maintains controls around the use of AI consistent with its information security and compliance framework. Clients’ Investments in LT Double Layer of Fees and Expenses. Each electing investor of a certain Client will bear its share of the fees and expenses of a certain Affiliate Managed Fund managed by Saba LT (including the management fee, but excluding the incentive fee and investment team expenses, in respect of the electing investor's capital that is indirectly invested in the LT Fund through the such Client) and its share of such Client’s portion of the fees and expenses of such Affiliate

Managed Fund, including: the organizational, offering and operating expenses of such Affiliate Managed Fund; any incentive allocation at the Affiliate Managed Fund level provisionally allocated and ultimately borne by such Client in connection with such Affiliate Managed Fund; and investment manager pass-through Expenses (as defined in the offering memorandum of such Affiliate Managed Fund), which includes organizational, ongoing operating and other expenses of Saba LT, such Affiliate Managed Fund and other applicable affiliated entities (which will include overhead expenses and compensation expenses of personnel of Saba LT and compensation expenses of personnel of Saba Capital. provide services to Saba LT), subject to an expense cap. Such compensation, fees and expenses, while subject to an expense cap, are expected to be significant irrespective of Affiliate Managed Fund’s investment performance and to reduce the actual returns of such electing investors of such Affiliate Managed Fund. Limited Liquidity. Such Client’s ability to redeem shares from such Affiliate Managed Fund may be limited, and distributions of proceeds in respect of a withdrawal or redemption may be limited because of restrictions imposed upon redemptions under the terms of offering memorandum and governing documents of such Affiliate Managed Fund. Additionally, such Affiliate Managed Fund reserves the right to suspend redemptions and to satisfy redemptions by making distributions in kind, under certain circumstances. The ability of such Client’s investors to withdraw all or any portion of their shares or interests of such Affiliate Managed Fund may be adversely affected to varying degrees by such restrictions depending on, among other things, any restrictions imposed by such Affiliate Managed Fund. No Voting Rights. Notwithstanding the fact that such Affiliate Managed Fund will be managed by affiliates of Saba Capital, in connection with certain investor’s indirect investment in the such Affiliate Managed Fund, such investors will have no direct ownership interest in such Affiliate Managed Fund, will have no privity of contract or voting rights with respect to such Affiliate Managed Fund, will not be party to any agreements with such Affiliate Managed Fund and will have no right of action or other recourse against the such Affiliate Managed Fund, Saba LT, or Saba Capital.

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.

Likewise, the Client may make an investment in a position which is already held by one or more of the other accounts or a position that is adverse to a position held by one or more of the other accounts. It is possible that the activities or strategies used for the other accounts could conflict with the activities and strategies employed in managing the assets of the Client and affect the prices and availability of the securities and instruments in which the Client invests. Decisions about what action should be taken in a troubled situation, raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, other accounts may or may not provide such additional capital as each determines in their sole discretion. Saba Capital will seek to resolve such conflicts of interest in a fair and equitable manner. From time to time, Saba Capital and/or one or more of its affiliates have in the past, and may in the future, come into possession of material, non-public information, and such information may limit the ability of the Clients to buy and sell investments, even if such information was obtained in the context of the investment activities of other accounts. Additionally, Saba Capital’s affiliates may in the future, come into possession of material, non-public information, and such information may limit the ability of the Clients to buy and sell investments, even if such information was obtained in the context of the investment activities of other accounts of Saba Capital’s affiliates. The Clients will not be free to act upon any such information. Due to these restrictions and/or contractual restrictions imposed on any affiliate of Saba Capital, in connection with the management of other accounts, the Clients may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Orders may be combined for all such accounts, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which Saba Capital considers equitable. During periods in which the assets of the Clients are not treated as “plan assets” for purposes of ERISA, Saba Capital may determine that it would be in the best interests of the Clients and one or more funds and investment accounts managed by Saba Capital to transfer certain assets held by one or more such funds and investment accounts managed by Saba Capital to other funds and investment accounts managed by Saba Capital, including for the purpose of rebalancing the portfolios of such funds and investment accounts. For example, certain “cross” trades may occur between Clients as may be necessary to rebalance cash or various portfolio positions. Such transactions will be conducted in accordance with, and subject to, Saba Capital’s fiduciary obligations to the Clients. Other present and future activities of Saba Capital may give rise to additional conflicts of interest. In the event that a conflict of interest arises, Saba Capital will attempt to resolve such conflicts in a fair and equitable manner. By investing in a Client, each investor will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. The directors, the administrator, the auditors and the prime brokers may from time to time act in a similar capacity to, or otherwise be involved in, other funds or investment schemes, some of which may have similar investment objectives to those of the Clients. Thus, each may be subject to conflicting demands in respect of allocating management time, services and other functions between the activities each has undertaken with respect to the Clients and the

activities each has undertaken or will undertake with respect to other investors or other accounts. It is therefore possible that any of them may, in the course of their respective businesses, have potential conflicts of interest with the Clients or their investors. The directors of the Clients, the administrator and the prime brokers may also provide services to other funds and may have similar conflicts of interest. This is a consideration of which investors should be aware. D. Material Conflicts of Interest Relating to Other Investment Advisers Saba Capital does not recommend or select other investment advisers for its Clients. From time to time, an investor in a Client (any such investor, a “Referring Investor”) has referred (and may continue to refer or otherwise provide access to) Saba Capital and its affiliates to one or more third party managers that manage funds and/or accounts in which such Client or other Clients may invest (and have invested). Clients may invest (and have invested) in one or more funds and/or accounts managed by such third party managers directly or indirectly (through a vehicle managed by such Referring Investor). In exchange for any such referral (or access), a Referring Investor may be compensated through payment or allocation of performance-based or fixed asset-based fees or allocations. Any such fees or allocations paid or made to such Referring Investor will be borne by the Clients invested in such funds and/or accounts managed by such third party manager (and thus will be borne by the investors of such Clients) and will not reduce the management fee or performance-based fees or allocations paid or made to Saba Capital in respect of such Clients. To the extent a Client invests in a vehicle managed by such Referring Investor, such Client will bear its pro rata share of the costs of such vehicle (which may include compensation to such Referring Investor for such services) as well as its pro rata share of the costs borne by such vehicle in connection with such vehicle’s investment in the relevant third party managed fund and/or account (which may include compensation to such third party). A Referring Investor may also be granted preferential terms with respect to its investment in any other Client in connection with any referral it makes (or access it facilitates) to Saba Capital and its affiliates. The existence of such referral arrangement creates potential conflicts of interest for Saba Capital and its affiliates with respect to the allocation and management of investments, including, without limitation, an incentive for Saba Capital and its affiliates to make and maintain an investment with a third party manager referred by a Referring Investor. When making and/or maintaining an investment with a third party manager referred by a Referring Investor, Saba Capital will evaluate each investment independently and on an arms-length basis when determining the suitability of such investment to each Client’s investment objectives. Saba Capital has in the past invested, and may in the future invest, Clients’ assets in funds advised by third party managers where Saba Capital also provides advisory services to clients advised by such third party managers. These investments may create a potential conflict of interest for Saba Capital to make such investments to receive fees from the clients advised by the third party managers. Additionally, Saba Capital has in the past invested, and may in the future invest, Clients’ assets in funds advised by affiliated managers. These investments may create a potential conflict of interest for Saba Capital to make such investments to receive fees from the clients advised by the affiliated managers and/or to benefit the business interests of such affiliated managers which indirectly benefit Saba Capital and its principals. When making an investment of Clients’ assets with such affiliated managers or third party managers, Saba Capital will evaluate the facts and circumstances of the proposed investment to assess the appropriateness of the investment in light of the potential conflict of interest.

Saba Capital invests and may in the future invest Clients’ assets in Affiliate Managed Funds. When making an investment of Clients’ assets with such affiliated managers, Saba Capital will evaluate the facts and circumstances of the proposed investment to assess the appropriateness of the investment in light of the potential conflicts of interest. In the event that a Client invests in an Affiliate Managed Fund, investors in the Client will not pay a double layer of management fees, or performance-based allocation or fees with respect to such investment (unless such investors opt into participating in such investment and paying double layer management fees and/or performance-based allocation or fees); however, such Client may bear its pro rata share of such Affiliate Managed Fund’s other expenses. Certain Clients from time to time invest in CEFs or other vehicles that may become the subject of an activist campaign by a shareholder, such as a proxy contest, whose aim is to improve corporate governance and transparency and/or to increase shareholder value generally and the valuation of the CEFs or vehicles in particular (including their underlying holdings). Such activism may or may not be initiated by Saba Capital and may include actively seeking to influence a CEF or vehicle to engage in share buy-backs, tenders, and liquidations and/or to change its governance, investment strategy and/or investment manager. One such change that Saba Capital has suggested in the past and may suggest in the future as part of an activist campaign is to change the CEF Manager or manager of a vehicle to another manager (which may be Saba Capital). When proposing to change the CEF Manager or manager of a vehicle to Saba Capital as part of an activist campaign or investing in Affiliate Managed Funds, Saba Capital will evaluate the facts and circumstances of the proposal to assess its appropriateness and will only make such a proposal if Saba Capital reasonably believes in good faith that such proposal is in the best interests of the participating Clients. Such a proposal may achieve the goals of the applicable campaign and/or would be in furtherance of the participating Clients’ investment strategies, including by such Clients benefiting from having more capital deployed to the strategy. Although additional fees may be earned by Saba Capital in the event Saba Capital succeeds with a proposal to change a CEF Manager or manager of a vehicle to Saba Capital, any such additional fees (i.e., double layer fees) earned in respect of Clients’ investments in the applicable CEF or vehicle will either be rebated back to such participating Clients or will reduce the fees such participating Clients otherwise pay to Saba Capital; however, such Clients will bear their pro rata share of such CEF’s or vehicle’s expenses as well as general expenses of such Clients (including, but not limited to, the cost of activism) as described in Item 8 (Methods of Analysis, Investment Strategies, and Risk of Loss). Additionally, such Clients may be subject to rules that limit or restrict such Clients’ ability to dispose of its interests in such CEF or vehicle. Finally, with respect to such proposals, Saba Capital shall vote proxies on behalf of its Clients in accordance with its proxy voting policies and procedures as further described in Item 17 (Voting Client Securities).

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.

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.

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.

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.

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.

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.