PPR Voya Prime Rate Trust

PROXY STATEMENT

Special Meeting of Shareholders

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Voya Prime Rate Trust. (the “Fund,” “we,” “us” or “our”) for use at the Fund’s Special Meeting of Shareholders (the “Special Meeting”) of Voya Prime Rate Trust (the “Fund”) to be held on May 21, 2021 at 3:00 p.m., Eastern Time. You will be able to participate in the Special Meeting, vote and submit your questions via live webcast by visiting https://www.viewproxy.com/voya/broadridgevsm/. This Proxy Statement and the accompanying proxy card are first being sent to Shareholders on or about April 21, 2021. This Proxy Statement is also available on the proxy tabulator’s website at www.proxyvote.com.

We encourage you to vote your shares, either by voting virtually at the Special Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card, or otherwise provide voting instructions, either via the Internet or by telephone, and the Fund receives it in time for the Special Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the matters listed in the accompanying Notice of Special Meeting of Shareholders.

If your shares are registered in the name of a bank or brokerage firm, you will receive a copy of the Proxy Statement, either by paper or electronically, and you may be eligible to vote your shares electronically via the Internet or by telephone by following the instructions set forth on your voting instruction form.

Purpose of Meeting

At the Special Meeting, you will be asked to vote on the following proposals:

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Record Date and Voting Securities

You may vote your shares, virtually or by proxy, at the Special Meeting only if you were a Shareholder of record at the close of business on March 8, 2021 (the “Record Date”). On the Record Date, there were 121,775,465.7790 of the Fund’s common shares of beneficial interest. Each share is entitled to one vote.

Quorum Required

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, virtually or by proxy, of the holders of a majority of the shares outstanding on the Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Since banks, brokerage firms or other nominees do not have discretion to vote on non-routine matters such as Proposals 1, 2, 3, 4, 5, 6 or 7, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement. As of the Record Date, there were 121,775,465.7790 shares of the Fund’s shares outstanding and entitled to vote thereon. Thus, 60,887,733.8895 shares must be represented by Shareholders present at the Special Meeting or by proxy to have quorum.

If a quorum is not present at the Special Meeting, the Shareholders who are represented at the Special Meeting may adjourn the Special Meeting until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Submitting Voting Instructions for Shares Held Through a Bank, Brokerage Firm or Other Nominee

If you hold your shares through a bank, brokerage firm or other nominee, you must follow the voting instructions you receive from your bank, brokerage firm or other nominee. If you hold shares through a bank, brokerage firm or other nominee and you want to vote virtually at the Special Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Special Meeting. If you do not vote virtually at the Special Meeting or submit voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

If your shares are registered in the name of a bank or brokerage firm, you will receive a copy of the Proxy Statement, either by paper or electronically, and you may be eligible to vote your shares electronically via the Internet or by telephone by following the instructions set forth on your voting instruction form.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of common shares you may authorize a proxy to vote on your behalf, as described on the enclosed proxy card. Authorizing your proxy will not limit your right to vote virtually at the Special Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxy holder will vote your shares according to the Board of Trustees’ recommendations. You may return the enclosed proxy card by mail in the enclosed, self-addressed envelope, or you may vote your shares by calling toll free or voting through the Internet by following the instructions set forth on the enclosed proxy card.

Revoking Your Proxy

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If you require assistance with voting your proxy or have any questions about the special meeting, please contact our proxy solicitor, Innisfree M&A Incorporated toll-free at (877) 825-8964.

If you hold common shares through a broker, bank or other nominee, you must follow the instructions you receive from your broker, bank or other nominee in order to revoke your voting instructions. Attending the Special Meeting does not revoke your proxy unless you also vote virtually at the Special Meeting.

Vote Required

Approval of the New Management Agreement. Approval of the New Management Agreement requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the Investment Company Act of 1940, as amended (the “1940 Act”). Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve the New Management Agreement. For purposes of approval of the New Management Agreement, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against the New Management Agreement. Since banks, brokerage firms or other nominees do not have discretion to vote on non-routine matters such as the approval of the New Management Agreement, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Approval of Changes to Fundamental Investment Restrictions. The approval of each change requires the affirmative vote of a majority of the Fund’s outstanding voting securities as defined in the 1940 Act. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, virtually or represented by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less. Abstentions will have the effect of a vote against the changes.

Approval of Change to Investment Objective. The approval of the change requires the affirmative vote of a majority of the Fund’s outstanding voting securities as defined in the 1940 Act. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, virtually or represented by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less. Abstentions will have the effect of a vote against the change.

Adjournment of Special Meeting. Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting. Abstentions will have the effect of a vote against this proposal.

Additional Solicitation. If there are not enough votes to approve the New Management Agreement or to approve Proposals 2, 3, 4 or 5, a majority of the shareholders who are represented may adjourn the Special Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against the proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Also, a shareholder vote may be taken to approve the New Management Agreement prior to any such adjournment if there are sufficient votes for approval of the New Management Agreement.

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Information Regarding This Solicitation

Saba will bear the costs associated with the board and shareholder approval process, including the costs and expenses incurred in connection with preparing and mailing the Proxy Statement and soliciting the shareholder votes in connection with the Special Meeting.

In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by trustees, officers or employees of the Fund and/or officers or employees of Saba. Saba is located at 405 Lexington Ave., 58^th Floor, New York, NY 10174. No additional compensation will be paid to trustees, officers or regular employees of the Fund or Saba for such services. Saba has also retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $20,000 plus reimbursement of certain out of pocket expenses.

Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the shareholder in the same manner as the proxy being revoked and delivered to the Fund’s proxy tabulator Broadridge Financial Solutions, Inc., at 9:00 a.m. Eastern Time, on May 20, 2021, or submitted by calling toll free at 800-690-6903 or through the Internet website as indicated on the proxy card, prior to 9:00 a.m., Eastern Time, on May 20, 2021.

Preliminary voting results will be announced at the Special Meeting. Final voting results will be included in the semi-annual report of the Fund for the period ended August 31, 2021, which will be sent to Shareholders on or before October 30, 2021.

Appraisal Rights

Shareholders do not have any appraisal rights in connection with the Proposals.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, the beneficial ownership of each current trustee, the Fund’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares, and the executive officers and trustees as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our common shares is based upon Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Fund believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Fund. The Fund’s current address is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258.

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* Represents less than one percent.

Set forth below is the dollar range of equity securities beneficially owned by each of our Trustees as of the Record Date.

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Information about the Fund’s Existing Service Providers

Voya Investments, LLC serves as the Fund’s investment adviser and is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. Voya Investment Management Co. LLC serves as the Fund’s sub-investment adviser and is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. Voya Investments Distributor, LLC serves as the Fund’s distributor and is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258.

The Fund’s existing service providers will be replaced effective upon completion of the Adviser Transition.

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PROPOSAL I

TO APPROVE THE NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE

FUND AND SABA CAPITAL MANAGEMENT, L.P.

Background

Voya Investments, LLC (“VIL”) currently provides investment advisory services to the Fund pursuant to the current investment management agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between the Fund and VIL (the “Existing Management Agreement”). The Existing Management Agreement was last approved by the Board of Trustees, including a majority of trustees who are not “interested persons,” as such term is defined under the 1940 Act (the “Non-interested Trustees”), on November 20, 2020 and was last approved by a vote of the Shareholders on May 6, 2013.

VIL and the Fund’s current sub-adviser, Voya Investment Management Co. LLC (“Voya IM”), have submitted their respective resignations, effective as of June 22, 2021. The VIL and Voya IM resignations followed a request for proposal process undertaken by a strategic committee established by the Board of Trustees. At this juncture, VIL and Voya IM determined to submit their resignations as adviser and sub-adviser to the Fund, respectively, as they concluded that engaging a new investment manager to be appropriate in light of the Board’s direction for the Fund.

Thus, at meetings of the Board of Trustees of the Fund (the “Board”) held on March 22, 2021 and April 1, 2021, the independent members of the Board, after careful consideration, determined to select Saba to serve as investment manager of the Fund and to assume responsibility for providing the investment management services that are now provided to the Fund by VIL and Voya IM (the “Adviser Transition”) and to approve a New Management Agreement between the Fund and Saba (the “New Management Agreement”) in connection with such Adviser Transition. The New Management Agreement must also be approved by Shareholders to become effective.

The Board, including a majority of non-interested trustees, has approved the New Management Agreement and believes it to be in the best interests of the Fund and its Shareholders. Shareholders are being asked to approve the New Management Agreement between the Fund and Saba. The terms and conditions of the New Management Agreement will be substantially similar to all material terms and conditions of the Existing Management Agreement except for revisions necessary to bring the New Management Agreement in line with recent market precedent in the registered closed-end fund space, and to reflect the fact that the Fund expects to retain a third-party administrator to provide administrative services to the Fund going forward. The differences between the terms of the New Management Agreement and the Existing Management Agreement are discussed in more detail below.

In connection with the Adviser Transition, and as described in Proposals 2, 3, 4 5, 6 and 7, Shareholders are also being asked to approve the removal of certain fundamental policies of the Fund, in order to provide the Fund with greater investment flexibility, and to approve a change to the investment objective of the Fund and to make the investment objective non-fundamental and to allow the Fund to operate as a non-diversified fund subsequent to the Adviser Transition.

Following the Adviser Transition, the Fund’s name will change to Saba Capital Income & Opportunities Fund. However, you will still own the same amount and type of shares in the same Fund. The shares of the Fund will continue to be listed on the New York Stock Exchange, although the ticker symbol will change upon the change in the name of the Fund to BRW.

VIL is contractually obligated to limit expenses of the Fund at a rate of 1.05% of the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred shares), plus 0.15% of average daily net assets through July 1, 2021. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The limitation is subject to possible recoupment by VIL within 36 months of the waiver or reimbursement and the amount of the recoupment is limited to the lesser of the amounts

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that would be recoupable under: (i) the expense cap in effect at the time of the waiver or reimbursement; or (ii) the expense cap in effect at the time of recoupment. It is expected that Saba will enter into a substantially similar expense limitation agreement with the Fund, to be effective upon consummation of the Adviser Transition. The expense cap in the Saba expense limitation agreement mirrors that of the Fund’s current expense limitation agreement and therefore the total fees and expenses borne by the Fund are expected to remain the same. The aggregate fees and expenses would, however, increase in the absence of a new expense limitation agreement.

Saba will bear the costs associated with the board and Shareholder approval process, including the costs and expenses incurred in connection with preparing and mailing the Proxy Statement and soliciting the Shareholder votes in connection with the Special Meeting.

There will be no changes to the Fund’s distribution policy in connection with the Adviser Transition. To the extent that the Fund has income available, it intends to continue to distribute monthly dividends to its Shareholders. The amount of the Fund’s distributions, if any, will be determined by its Board. Any distributions to the Fund’s Shareholders will be declared out of assets legally available for distribution.

To the extent Proposal 6 – Adjournment of the Special Meeting is approved by the Fund’s Shareholders, the Fund may adjourn the Special Meeting and seek additional proxies to vote on Proposal 1, as necessary. If Proposal 1 is not approved by the Fund’s Shareholders, the Board will consider such other actions, including the approval of an investment management agreement with a firm other than Saba, as it determines to be in the best interests of the Fund and Shareholders. The Board may determine to approve an interim investment management agreement to enable Saba to serve as investment adviser of the Fund following the resignation of VIL. However, an interim agreement may remain in effect for a period of not more than 150 days, and a new investment management agreement must be approved by the Board and by Shareholders for Saba to continue to serve as adviser to the Fund after expiration of the term of the interim agreement

Benefits of the Adviser Transition

In evaluating the New Management Agreement, the Board of Trustees, the Board of Trustees considered materials detailing Saba’s background and investment experience as a firm generally, as well as the experience of its senior management team.

Saba is a registered investment adviser founded in 2009. Saba is a spin-out of a proprietary investing group founded by Boaz Weinstein at Deutsche Bank in 1998. Saba manages $3.2 billion across four core strategies: Credit Relative Value, Tail Hedge, SPACs and Closed-End Funds. Saba’s investors are predominantly institutions and include public and corporate pension plans, endowments and foundations, family offices, banks and insurers, bank private wealth platforms, fund of funds and certain high net worth individuals.

Upon consummation of the Adviser Transition, the Fund will be led by the senior management team of Saba, including Boaz Weinstein, Pierre Weinstein, Andrew Kellerman, Michael D’Angelo, Xavier Riera and Nitin Sapru. Boaz Weinstein will replace Dina Santoro as President of the Fund and Pierre Weinstein will replace Michael Bell as Chief Executive Officer. Boaz Weinstein, Pierre Weinstein (no relation to Boaz) and Paul Kazarian will serve as portfolio managers of the Fund.

The Board of Trustees discussed Saba’s qualifications and considered its philosophy of management, historical performance, and methods of operations, and considered the following potential benefits to the Fund and its Shareholders:

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Summary of the Terms of the Existing Management Agreement and New Management Agreement

A copy of the New Management Agreement is attached to this Proxy Statement as Appendix A. The following description of the terms of the New Management Agreement is only a summary of its material terms and explicitly highlights all material differences between the New Management Agreement and the Existing Management Agreement. You should refer to Appendix A for the New Management Agreement.

Following approval by the Shareholders in the manner required by the 1940 Act, the New Management Agreement will be entered into on the date of the Special Meeting, May 21, 2021, but in no event later than June 22, 2021, concurrent with completion of the Adviser Transition. The New Management Agreement will remain in effect for a period of two (2) years from the date it is signed, unless sooner terminated. After the initial two-year period, continuation of the New Management Agreement from year-to-year is subject to annual approval by the Board of Trustees, including at least a majority of the Non-interested Trustees.

Advisory and Other Services. Under the terms of the Existing Management Agreement, subject to the supervision of the Board of Trustees, VIL manages the Fund’s day-to-day operations of, and provides investment advisory services to the Fund, in each case in accordance with the Fund’s investment objectives, policies and restrictions. Pursuant to the Existing Management Agreement, VIL: (i) furnishes the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of its portfolio securities, including the taking of such other steps as may be necessary to implement such advice and recommendations, (ii) furnishes the Fund with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board of Trustees may request, (iii) permits its officers and employees to serve without compensation as Trustees of the Fund if elected to such positions and (iv) in general superintends and manages the investment of the Fund, subject to the ultimate supervision and direction to the Board of Trustees. Subject to the approval of the Board of Trustees of the Trust, VIL is authorized to enter into sub-advisory agreements with other registered investment advisers to serve as investment sub-advisers, whether or not affiliated with VIL (each, a “Sub-Adviser”). VIL has responsibility for all services furnished pursuant to any sub-advisory agreement and, among other things: (i) continually evaluates the performance of any Sub-Adviser to the Fund; and (ii) periodically makes recommendations to the Board of Trustees regarding the results of its evaluation and monitoring functions. Saba will continue to provide these services under the New Management Agreement.

The Existing Management Agreement also provides for VIL to provide certain administrative services to the Fund, or at the expense of VIL, to retain the services of a third party as its delegate to provide such administrative services. Pursuant to the New Management Agreement, Saba will provide, or arrange for the provision by a third party services provider of, such administrative services. Saba has indicated that it intends to arrange for the Fund to retain a third-party administrator and certain other third-party service providers to furnish the administrative services referenced in the New Management Agreement.

Management Fees. In consideration of the services provided by VIL to the Fund, under the Existing Management Agreement, the Fund pays VIL a management fee computed at the annual rate of 1.05% of the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred shares) (“Managed Assets”). The management fees is accrued daily by the Fund and paid to the investment adviser at the end of each calendar month. The same fee will be payable by the Fund to Saba under the New Management Agreement. During the fiscal year ended February 28, 2021, the Fund paid to VIL approximately $9,291,687 in management fees.

VIL is contractually obligated to limit expenses of the Fund at a rate of 1.05% of the Fund’s average daily Managed Assets, plus 0.15% of average daily net assets through July 1, 2021. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The limitation is subject to possible recoupment by VIL within 36 months of the waiver or reimbursement and the amount of the recoupment is limited to the lesser of the amounts that would be recoupable under: (i) the expense cap in effect at the time of the waiver or reimbursement; or (ii) the expense cap in effect at the time of recoupment. It is expected that Saba will enter into a substantially similar expense limitation agreement with the Fund, to be effective upon the Adviser

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Transition, a form of which is attached as Appendix B to this Proxy Statement (the “New Expense Limitation Agreement”). The expense cap in the Saba expense limitation agreement mirrors that of the Fund’s current expense limitation agreement and therefore the total fees and expenses borne by the Fund are expected to remain the same. The aggregate fees and expenses would, however, increase in the absence of a new expense limitation agreement.

Expenses. Under the Existing Management Agreement, VIL pays all of its expenses arising from the performance of its obligations under the Existing Management Agreement, including executive salaries and expenses of the Trustees and officers of the Fund who are employees of VIL or its affiliates, except the Fund’s Chief Compliance Officer. VIL pays the fees of Voya IM. The Fund pays expenses, such as legal, audit, transfer agency and custodian out-of-pocket fees, proxy solicitation costs, and the compensation of Trustees who are not affiliated with VIL. Pursuant to the New Management Agreement, Saba will pay the following expenses: (i) the compensation of any sub-adviser retained pursuant to New Management Agreement, and (ii) the compensation of any investment advisory personnel that provide services to the Fund on behalf of Saba pursuant to the Agreement, along with the allocable portion of the following “overhead expenses” (office space, rent and utilities, furniture and fixtures, computer equipment, stationery, secretarial/managerial services, salaries, entertainment expenses, employee insurance and payroll taxes) attributable to such investment advisory personnel. Subject to application of the New Expense Limitation Agreement, the Fund will be responsible for all other costs and expenses of its operations and transactions, including:

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Term, Continuance and Termination. The continuance and termination provisions under the New Management Agreement are substantially the same as the continuance and termination provisions under the Existing Management Agreement. Consistent with the Existing Management Agreement, unless terminated as provided therein, the New Management Agreement shall continue from year to year so long as such continuation is approved at least annually by (i) the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund, and (ii) the vote of a majority of the Trustees of the Fund who are not parties to this Agreement or interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The New Management Agreement may also be terminated at any time, without the payment of any penalty, by the action of the Board of Trustees or by a vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to Saba, or by Saba at any time, without the payment of any penalty, on 60 days’ written notice to the Fund. As with the Existing Management Agreement, the New Management Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act, as amended.

Indemnification. The Existing Management Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of VIL, VIL shall not be subject to liability to the Fund, or to any Shareholder of the Fund, for any act or omission in the course of, or connected with, rendering advisory services under the agreement or for any losses that may be sustained in the purchase, holding or

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sale of any security by the Fund. The New Management Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of Saba, Saba (and its officers, managers, agents, employees, partners, controlling persons, members, and any other person or entity affiliated with the Saba) shall not be subject to liability to the Fund, the members of the Board of Trustees or to any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering advisory services and any other services provided from time to time by Saba or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

The Existing Management Agreement contains the following provision, which is not contained in the New Management Agreement: VIL agrees to reimburse the Fund for any and all costs, expenses, and counsel and Trustees’ fees reasonably incurred by the Fund in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, the holding of meetings of its Shareholders or Trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Fund incurs as a result of action or inaction of the investment adviser or any of its Shareholders where the action or inaction necessitating such expenditures: (1) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the investment adviser or its affiliates (or litigation related to any pending or proposed future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the Fund’s Trustees, or (2) is within the sole control of the investment adviser or any of its affiliates or any of their officers, trustees, employees or shareholders. The investment adviser shall not be obligated to reimburse the Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the Fund or by a Fund Shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the investment adviser or any of its affiliates from the sale of his shares of the investment adviser, or similar matters. So long as this Agreement is in effect, the investment adviser shall pay to the Fund the amount due for expenses within thirty (30) days after a bill or statement has been received by the Fund therefor. This provision shall not be deemed to be a waiver of any claim the Fund may have or may assert against the investment adviser or others or costs, expenses, or damages heretofore incurred by the Fund for costs, expenses, or damages the Fund may hereafter incur which are not reimbursable to it hereunder.

The New Management Agreement also provides that the Fund shall indemnify Saba (and its officers, managers, agents, employees, partners, controlling persons, members, and any other person or entity affiliated with Saba) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of Saba’s duties or obligations under the agreement or otherwise as an investment adviser of the Fund. Nothing contained in this indemnification provision shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or by reason of the reckless disregard of Saba’s duties and obligations under the New Management Agreement.

Board Consideration of the Approval of the New Management Agreement

At an executive session held on November 20, 2020 and subsequent to a meeting of the Board held on November 20, 2020, the Board formed a Special Planning Committee (the “SPC”) to, among other things, review and make recommendations regarding the Fund including, conducting a search for a new investment manager to replace the then current manager and its affiliated sub-adviser. After an extensive process, the SPC recommended to the Board, including all of the Non-interested Trustees, that they consider approving the New Management Agreement. At a special meeting of the Board held on March 22, 2021, the Board, including all of the Non-interested Trustees, determined to select Saba as the new investment adviser to the Fund, and at a subsequent special meeting of the Board held on April 1, 2021, considered and approved the New Management Agreement in the form attached hereto as Appendix A. In determining to approve the New Management Agreement, the Board discussed and considered materials which had been

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distributed to them in advance of the meeting and prepared by Saba, including responses to a questionnaire provided by the Fund’s independent counsel with respect to certain matters that counsel believed relevant to the approval of the New Management Agreement under Section 15 of the 1940 Act. In addition, the Board met with representatives from Saba and had the opportunity to ask them questions.

Matters considered by the Board in connection with its approval of the New Management Agreement included, among others, the following:

Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of services proposed to be provided to the Fund under the New Management Agreement. The Board discussed the prior experience of Saba with respect to managing certain private investment funds and separately managed accounts and, with respect to an ETF, serving as the sub-adviser, each such investment product with investment strategies similar to the strategy proposed by Saba for the Fund. The Board discussed the written information provided by Saba and the information presented orally at the Meeting by Saba, including information with respect to its anticipated profitability, compliance program, insurance arrangements, personnel and portfolio management, risk management policies, brokerage allocation and soft dollar practices. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services expected to be provided to the Fund by Saba under the proposed New Management Agreement.

Performance. In considering whether to approve the New Management Agreement, the Board reviewed the investment performance over the past year, three-year, five-year and since-inception periods of two of Saba’s accounts having a similar investment strategy as the strategy proposed for the Fund, and an example provided by Saba using a combination of the two portfolios, which Saba believed more accurately reflects the proposed investment strategy for the Fund. The Board expressed their belief that given Saba’s historical reported returns for other investment products that they advise and, based on the estimated higher Sharpe ratio for the combined portfolio, they anticipated that Saba should be able to provide the Fund and its shareholders with superior risk-adjusted returns. The Sharpe ratio represents the additional amount of return that an investor receives per unit of increase in risk (defined as the difference between the return of the portfolio and the risk-free rate of return, divided by the standard deviation of the portfolio). The Board also noted the experience of the principals of Saba in managing securities portfolios, as well as their longstanding experience in seeking out opportunities in the market that have attractive risk reward characteristics.

Fees and Expenses. In reviewing the anticipated fees and expenses for the Fund, the Board noted that the proposed management fee would remain the same as the current management fee payable under the Fund’s investment management agreement with the current manager which included fees paid to the manager’s affiliated sub-adviser for day to day management of the Fund’s portfolio. The Board also noted that Saba proposed entering into an expense limitation agreement with the Fund such that the expense limitation currently in place would remain unchanged. The Board considered that the proposed management fee was comparable to fees paid by other funds in the Fund’s Peer Group, a group consisting of the Fund and ten other bank loan funds, as identified by Broadridge Financial Solutions, Inc., an independent third party data provider that provided the Board in November, 2020 with such comparative data, and that it would be among the lowest total fees that Saba receives across its platform for providing similar investment management services. The Board separately determined that the proposed management fee payable to Saba was not unreasonable in light of the nature, extent and quality of the services that Saba is expected to provide. Based on the factors above, the Board concluded that the management fee was not unreasonable.

Profitability. Saba provided the Board with a summary and analysis of the Saba’s anticipated costs and pre-tax profitability with respect to the management of the Fund for the first twelve month and first twenty-four month periods. The Board was satisfied with Saba’s estimates regarding the level of profitability that it was seeking from managing the Fund and that the projections were sufficient and appropriate to provide the necessary advisory and management services to the Fund. The Board concluded that the Saba’s projected profitability from its relationship with the Fund, after taking into account a reasonable allocation of costs, was not excessive.

Economies of Scale. The Board considered whether Saba would realize economies of scale with respect to the management services provided to the Fund. The Board noted that the Fund, as a closed-end fund, generally does not issue new shares and is less likely to realize economies of scale from additional share purchases. The Board considered that

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Saba believed that there could be economies of scale realized if the Fund did grow in size and there was an opportunity for Saba to push certain third-party service provider fees down and negotiate for certain lower fees in the service contracts with these third parties. The Board also considered the extent to which economies of scale realized by Saba could be shared with the Fund through fee waivers and expense reimbursements.

Other Benefits. The Board considered the character and amount of other direct and incidental benefits to be received by Saba and its affiliates from their association with the Fund. The Board considered that Saba anticipated no other sources of income or benefit in connection with managing the Fund and did not expect to market the Fund to its existing private clients or use soft dollars to any notable extent.

Conclusion. The Board, having requested and received such information from Saba as it believed reasonably necessary to evaluate the terms of the New Management Agreement, and having been advised by its Independent Counsel that the Board had appropriately considered and weighed all relevant factors, determined that approval of the New Management Agreement was in the best interests of the Fund and its shareholders. In considering the approval of the New Management Agreement, the Board considered a variety of factors, including those discussed above, and also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the closed-end fund industry). None of the factors weighed against the approval of the New Management Agreement. The Board did not identify any one factor as determinative, and different Board members may have given different weight to different individual factors and related conclusions.

After these deliberations on April 1, 2021, the Board, including a majority of the Non-interested Trustees, approved the New Management Agreement between Saba and the Fund as in the best interests of the Fund and its Shareholders. The Board of Trustees then directed that the New Management Agreement be submitted to the Fund’s Shareholders for approval with the Board of Trustees’ recommendation that Shareholders vote to approve the New Management Agreement.

Information Regarding Saba

Saba is a registered investment adviser founded in 2009. Saba is a spin-out of a proprietary investing group founded by Boaz Weinstein at Deutsche Bank in 1998. Saba manages $3.2 billion across four core strategies: Credit Relative Value, Tail Hedge, SPACs and Closed-End Funds. Saba’s investors are predominantly institutions and include public and corporate pension plans, endowments and foundations, family offices, banks and insurers, bank private wealth platforms, fund of funds and certain high net worth individuals. Additional information about Saba is set forth in Saba’s Form ADV.

The following chart sets forth the name, address and principal occupation of the senior professionals of Saba:

*The address of each individual listed is 405 Lexington Ave., 58^th Floor, New York, NY 10174.

Following the Adviser Transition, Boaz Weinstein, Pierre Weinstein (no relation to Boaz) and Paul Kazarian will serve as the Fund’s portfolio managers and will have sole investment and dispositive control over all of portfolio Fund investments held by the Fund as of the Adviser Transition and over all other new investments.

Boaz Weinstein is the founder and Chief Investment Officer of Saba. Mr. Weinstein founded Saba in 2009 as a lift-out of Saba Principal Strategies. At Saba, Mr. Weinstein leads a team of 30 professionals, with the senior investment

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team having worked together for fifteen years. Prior to founding Saba, Mr. Weinstein was Co-Head of Global Credit Trading at Deutsche Bank. In that role he was responsible for co-managing a group of approximately 650 professionals and was a member of the Global Markets Executive Committee. Throughout his career at Deutsche Bank, Mr. Weinstein had dual responsibility for proprietary trading and market making. In proprietary trading, he founded Saba Principal Strategies to specialize in credit and capital structure investing. As a market-maker, he focused on credit default swaps, investment grade bonds, and high yield bonds. Mr. Weinstein worked at Deutsche Bank for eleven years, the last eight as Managing Director, a title he received at age 27. Mr. Weinstein graduated from the University of Michigan, Ann Arbor, with a BA in Philosophy.

Pierre Weinstein joined Saba at launch in April 2009. Prior to Saba, Mr. Weinstein was a Portfolio Manager at Saba Principal Strategies, the proprietary credit trading group at Deutsche Bank since January 2005, where he managed the equity derivatives, international convertible bond and SPAC arbitrage strategies. Mr. Weinstein started his investment career at Société Générale in Paris in 1998 as an equity derivatives market maker and had various roles until 2004 including a position as a convertible bond proprietary trader in New York. Mr. Weinstein holds a Ms in Engineering from École Centrale Lyon and a Ms in Finance from École HEC in Paris.

Paul Kazarian joined Saba in March 2013 and is responsible for Exchange Traded products, including ETF arb and Closed-End Funds. Prior to Saba, Mr. Kazarian was a Director at RBC Capital Markets in the Global Arbitrage and Trading Group from 2007-2013. While there, Mr. Kazarian was responsible for the development and management of the Fixed Income ETF Group and also responsible for overseeing other ETF and index strategies. Prior to RBC, Mr. Kazarian worked as a technology analyst at Merrill Lynch from 2006-2007. Mr. Kazarian holds a BA in Political Science from Bates College.

Principal Executive Offices

The principal executive office of Saba is 405 Lexington Ave, Suite 58, New York, NY 10174. Upon the consummation of the Adviser Transition, the principal executive office of each of the Fund and Saba will also be 405 Lexington Ave, Suite 58, New York, NY 10174.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve the New Management Agreement. For purposes of approval of the New Management Agreement, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Conflicts of Interests of Our Trustees and Officers in the Adviser Transition

Two members of the Board of Trustees, Andrew Kellerman and Aditya Bindal, are employed by Saba and have conflicts of interests in connection with the vote on the New Management Agreement. As a result of such conflicts, a special committee consisting solely of Trustees who have no affiliation with Saba initially reviewed Saba’s proposal to become investment adviser to the Fund, and recommended Saba’s appointment to the full Board. There are no other conflicts of interest.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE NEW MANAGEMENT AGREEMENT BETWEEN THE FUND AND SABA

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PROPOSAL II

TO REMOVE THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO

INVESTING IN WARRANTS

The Fund has adopted the following investment restriction as a fundamental policy, which can only be changed by a vote of the Fund’s shareholders:

The Fund will not invest in marketable warrants other than those acquired in conjunction with Senior Loans and such warrants will not constitute more than 5% of assets.

Although the Fund does not currently have any current intention to purchase warrants in excess of 5% of its net assets, the Board recommends that Fund shareholders approve removing the above investment related restriction to provide the Fund with maximum flexibility in the event of future changes to its investment strategy. In addition, there is no federal requirement that the Fund have a fundamental investment restriction regarding warrants.

By unanimous written consent, dated April 19, 2021, the Board of Trustees (including a majority of the Non-interested Trustees) voted to recommend that the fundamental investment restriction regarding warrants be removed.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve this proposal. For purposes of approval, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

REMOVING A FUNDAMENTAL INVESTMENT RESTRICTION REGARDING

WARRANTS

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PROPOSAL III

TO REMOVE THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO PURCHASING OR SELLING EQUITY SECURITIES, ENGAGING IN SHORT-SELLING AND

THE USE OF CERTAIN OPTION ARRANGEMENTS

The Fund has adopted the following investment restriction as a fundamental policy, which can only be changed by a vote of the Fund’s shareholders:

The Fund will not purchase or sell equity securities (except that the Fund may, incidental to the purchase or ownership of an interest in a Senior Loan, or as part of a borrower reorganization, acquire, sell and exercise warrants and/or acquire or sell other equity securities), real estate, real estate mortgage loans, commodities, commodity futures contracts, or oil or gas exploration or development programs; or sell short, purchase or sell straddles, spreads, or combinations thereof, or write put or call options.

The Board recommends that Fund shareholders approve removing the restriction relating to the purchase and sale of equity securities by the Fund, engaging in short-selling and the use of certain option arrangements included in the foregoing, in order to maximize the Fund’s investment flexibility. There is no federal requirement that the Fund have a fundamental investment restriction regarding equity securities, engaging in short-selling or the use of option arrangements. The investment restriction, as proposed to be revised, is set forth below:

The Fund will not purchase or sell real estate, real estate mortgage loans, commodities, commodity futures contracts, or oil or gas exploration or development programs.

By unanimous written consent, dated April 19, 2021, the Board of Trustees (including a majority of the Non-interested Trustees) voted to recommend that the fundamental investment restriction regarding the purchase and sale of equity securities, engaging in short-selling and the use of certain option arrangements be removed.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve this proposal. For purposes of approval, “a majority of outstanding common

17

shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

REMOVING A FUNDAMENTAL INVESTMENT RESTRICTION REGARDING PURCHASING

OR SELLING EQUITY SECURITIES, ENGAGING IN SHORT-SELLING AND THE USE OF CERTAIN OPTION ARRANGEMENTS.

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PROPOSAL IV

TO REMOVE THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO INVESTING IN OTHER INVESTMENT COMPANIES

The Fund has adopted the following investment restriction as a fundamental policy, which can only be changed by a vote of the Fund’s shareholders:

The Fund will not purchase shares of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization.

In view of Saba’s intent to seek to have the Fund invest at least a portion of its portfolio in registered closed-end investment companies, the Board recommends that Fund shareholders approve removing the above investment related restriction to provide the Fund with the flexibility to fully implement Saba’s proposed investment objective and strategies subsequent to the Adviser Transition. In addition, there is no federal requirement that the Fund have a fundamental investment restriction regarding investments in other investment companies.

Notably, in the event the foregoing investment restriction is removed, the Fund will remain subject to limitations imposed under the 1940 Act with respect to its ownership of other investment companies. In particular, pursuant to Section 12(d)(1) under the 1940 Act, at the time the Fund acquires a share of any other registered investment company, the Fund may not hold more than 3% of the outstanding voting equity of that registered investment company, the Fund’s investments in that registered investment company may not exceed 5% of its total assets, and its aggregate investments in other registered investment companies may not exceed 10% of its total assets.

By unanimous written consent, dated April 19, 2021, the Board of Trustees (including a majority of the Non-interested Trustees) voted to recommend that the fundamental investment restriction regarding investments in other investment companies be removed.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve this proposal. For purposes of approval, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

REMOVING A FUNDAMENTAL INVESTMENT RESTRICTION REGARDING

INVESTMENTS IN OTHER INVESTMENT COMPANIES

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PROPOSAL V

TO APPROVE CHANGING THE FUND’S SUB-CLASSIFICATION UNDER THE INVESTMENT COMPANY ACT OF 1940 FROM “DIVERSIFIED” TO “NON-DIVERSIFIED;

Background

The Fund is currently classified as a “diversified” fund under the 1940 Act. As a diversified fund, the Fund is generally limited as to the size of its investment in any single issuer. The 1940 Act sets forth the requirements that must be met for an investment company to be diversified. The 1940 Act requires that to qualify as a “diversified” fund, a fund may not, with respect to at least 75% of the value of its total assets, invest in securities of any issuer if, immediately after the investment, more than 5% of the total assets of the fund (taken at current value) would be invested in the securities of that issuer or the fund would hold more than 10% of the outstanding voting securities of the issuer. (Under the 1940 Act, these percentage limitations do not apply to cash or cash items (including receivables), securities issued by investment companies, or any “Government security.” A Government security is any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United Sates pursuant to authority granted by the Congress of the United Sates, or any certificate of deposit for any of the forgoing.) The remaining 25% of the fund’s total assets is not subject to this restriction. This means that, with respect to the remaining 25% of the fund’s total assets, a diversified fund may invest more than 5% of its total assets in the securities of one issuer and may hold more than 10% of an issuer’s outstanding voting securities. These 1940 Act requirements do not apply to an investment company that is non-diversified. As a result, compared with a non-diversified fund, a diversified fund would be generally expected to have lesser exposures to individual portfolio securities.

The Board recommends that Shareholders of the Fund approve a change in the Fund’s sub-classification under the 1940 Act from “diversified” to “non-diversified.” As a non-diversified fund, the Fund would have greater flexibility to invest more of its assets in the securities of fewer issuers than it currently does as a diversified fund. However, as a non-diversified fund, the Fund would be exposed to non-diversification risk, as its ability to invest more of its assets in the securities of fewer issuers would increase its vulnerability to factors affecting a single investment. If Shareholders approve this change, the Fund’s fundamental investment policy regarding diversification of investments will be changed to reflect that the fund is non-diversified.

The Trustees, subject to Shareholder approval, have approved the proposed change to the Fund’s sub-classification from a diversified fund to a non-diversified fund. In recommending that Shareholders approve this change, the Trustees considered Saba’s representation that this change would allow Saba to more effectively manage the fund in the best interests of the Fund’s shareholders following the Adviser Transition (assuming that Proposal 1 is approved by Shareholders), including because it would allow the Fund to invest more of its assets in the securities of fewer issuers. The Trustees observed Saba’s view that the proposed change is more consistent with Saba’s overall emphasis on active management and stock selection for the Fund and is also better aligned with anticipated demand from current and prospective Shareholders.

Under the 1940 Act, shareholder approval is required to permit the fund to change its sub-classification from diversified to non-diversified. Assuming shareholder approval, the proposed change in the Fund’s sub-classification will take effect upon the Adviser Transition.

By unanimous written consent, dated April 20, 2021, the Board of Trustees (including a majority of the Non-interested Trustees) voted to recommend that that the Fund change sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified.”

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Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve this proposal. For purposes of approval, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” CHANGING THE FUND’S SUB-CLASSIFICATION FROM “DIVERSIFIED” TO “NON-DIVERSIFIED.”

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PROPOSAL VI

TO APPROVE A CHANGE TO THE INVESTMENT OBJECTIVE AND TO MAKE THE

INVESTMENT OBJECTIVE NON-FUNDAMENTAL

The current investment objective of the Fund is that it seeks to provide investors with as high a level of current income as is consistent with the preservation of capital. The investment objective is fundamental and may not be changed without a majority vote of the shareholders of the Fund.

The Fund (after feedback from the proposed investment adviser (Saba)) is proposing that the Fund’s investment objective be amended from the objective as stated above to indicate that the Fund “seeks to provide investors with a high level of current income, with a secondary goal of capital appreciation” and to change its investment objective to a non-fundamental policy that may be changed by the Board without shareholder approval upon 60 days’ prior written notice to shareholders.

A vote in favor of Proposal 5 also constitutes a vote in favor of making the Fund’s investment objective a non-fundamental policy of the Fund. As a non-fundamental policy of the Fund, any future changes to the investment objective may be made by the Board without shareholder approval upon prior notice to shareholders. The Fund’s current investment objective is a fundamental policy of the Fund, which means that any changes to the Fund’s current investment objective are subject to shareholder approval. Changing the Fund’s investment objective to a non-fundamental policy of the Fund would give the Board more flexibility to make appropriate changes to the Fund’s investment objective in a timely manner without having to incur the cost of soliciting and obtaining shareholder approval.

The Board noted that the proposed new investment objective is, as indicted by Saba, is more consistent with the investment strategies that have been approved by the Board, which are described more fully after this section.

By unanimous written consent, dated April 19, 2021, the Board of Trustees (including a majority of the Non-interested Trustees) voted to recommend that that the Fund change its investment objective and to make the investment objective non-fundamental.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Fund’s only voting securities are common shares, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding common shares entitled to vote at the Special Meeting is required to approve this proposal. For purposes of approval, “a majority of outstanding common shares” is the lesser of: (i) 67% or more of the common shares present at the Special Meeting if the holders of more than 50% of the outstanding common shares are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding common shares as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

CHANGING THE INVESTMENT OBJECTIVE AND MAKING THE INVESTMENT

OBJECTIVE NON-FUNDAMENTAL

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PROPOSAL VII

ADJOURNMENT OF THE SPECIAL MEETING

Shareholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.

If a quorum is not present at the Special Meeting, the Shareholders may be asked to vote on the proposal to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve the proposals, the Shareholders may also be asked to vote on the proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of the other proposals.

If the adjournment proposal is submitted for a vote at the Special Meeting, and if the Shareholders vote to approve the adjournment proposal, the meeting will be adjourned to enable the Board of Trustees to solicit additional proxies in favor of the proposals. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board of Trustees will use the additional time to solicit additional proxies in favor of any of the proposals to be presented at the Special Meeting, including the solicitation of proxies from Shareholders that have previously voted against the relevant proposal.

The Board of Trustees believes that, if the number of the Fund’s common shares voting in favor of any of the proposals presented at the Special Meeting is insufficient to approve a proposal, it is in the best interests of the Shareholders to enable the Board of Trustees, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the proposal. Any signed proxies received by the Fund in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.

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OTHER BUSINESS

The Board of Trustees knows of no other business to be presented for action at the Special Meeting. If any matters do come before the Special Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the Special Meeting. The submission of a proposal does not guarantee its inclusion in the Fund’s proxy statement or presentation at the Special Meeting unless certain securities law requirements are met.

AVAILABLE INFORMATION