Voya Investments, LLC (“Voya Investments” or “Adviser”) serves as the Fund’s investment adviser to the Fund. Voya Investment Management Co. LLC (“Voya IM”) serves as the sub-adviser to the Fund. Voya Investments Distributor, LLC (the “Distributor”) serves as the distributor for the Fund.

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 shareholder nomination should include at leastterm is defined under the following information1940 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 each individual proposed for nominationsubmit their resignations as Trustee: such person’s written consentadviser and sub-adviser to the Fund, respectively, as they concluded that engaging a new investment manager to be namedappropriate in a proxy statement as a nominee (if nominated)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 a Trustee (if elected),investment manager of the Fund and all information relating to such individualassume responsibility for providing the investment management services that is required to be disclosed in the solicitation of proxies for election of Trustees, or is otherwise required, in each case under applicable federal securities laws, rules, and regulations, including such information as the Board may reasonably deem necessary to satisfy its oversight and due diligence duties.

The Board, including a shareholder meetingmajority of non-interested trustees, has approved the New Management Agreement and believes it to elect Trustees,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 such submission mustoutstanding 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

7

that would be deliveredrecoupable 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 Secretary not earlier thandistribution policy in connection with the 90th day priorAdviser Transition. To the extent that the Fund has income available, it intends to such meeting and not later than the close of business on the latercontinue to distribute monthly dividends to its Shareholders. The amount of the 60th day priorFund’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 meeting orother actions, including the 10th dayapproval 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 dayresignation 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 which public announcement of the date of the meetingSpecial 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 first made,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 either the disclosureBoard 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 press release“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 document publicly filedmanagement 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 withand the SEC.

9

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:

10

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

11

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 responsibilityNew 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 managementproxy 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 service providers retainedperson 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 or by management, mostin connection with its approval of whom employ professional personnel who have risk management responsibilities.the New Management Agreement included, among others, the following:

Nature, Extent and Quality of Services. The Board oversees this risk management function consistent withconsidered the nature, extent and as partquality of its oversight duties.services proposed to be provided to the Fund under the New Management Agreement. The Board performs this risk management oversight function

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 adopted their own policies, procedures,attractive risk reward characteristics.

Fees and controls designedExpenses. 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 address particular risksthe 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 and persons retained to render advice and serviceconcluded 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 periodically reviewnoted 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

13

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 monitor changes to, and developmentsacquire 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 effectivenesspurchase 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

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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 policiespercentage 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 procedures.

The Board oversees risk management activities in part through receipt and review by the Board or its committees of regular and special reports, presentations and other information from Officersrecommends 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 CCOsFund 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 andTransition.

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 Chief Investment Risk Officer (“CIRO”), and from other service providers. For example, management personnel andonly voting securities are common shares, consistent with the other persons make regular reports and presentations to: (i)1940 Act, the Compliance Committee regarding compliance with regulatory requirements and oversightaffirmative vote of cybersecurity practices by the Fund and key service providers; (ii) the IRCs regarding investment activities and strategies that may pose particular risks; (iii) the Audit Committee with respect to financial reporting controls and internal audit activities; (iv) the Nominating and Governance Committee regarding corporate governance and best practice developments; and (v) the Contracts Committee regarding regulatory and related developments that might impact the retention of service providers to the Fund. The CIRO oversees an Investment Risk Department (“IRD”) that provides an additional source of analysis and research for Board members in connection with their oversighta majority of the investment process and performance of portfolio managers. Among its other duties,outstanding common shares entitled to vote at the IRD seeksSpecial Meeting is required to identify and, where practicable, measure the investment risks being taken by the Fund’s portfolio managers. Although the IRD works closely with management of the Fund in performing its duties, the CIRO is directly accountable to, and maintains an ongoing dialogue with, the Independent Trustees.

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 entitledthat it seeks to oneprovide 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 for each share heldof 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 matter onfuture 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 suchmeans 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 and for each fractional share that is owned,at the shareholder shall be entitled toSpecial 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 proportionate fractional vote. A majority of the outstanding common shares entitled to vote shall constituteat 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 quorum.

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 AnnualSpecial Meeting, ifthe 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 insufficientnot sufficient votes at the time of the Special Meeting to approve the Proposal, or for any other reason deemed appropriate by your proxies, your proxiesproposals, the Shareholders may propose one or more adjournmentsalso be asked to vote on the proposal to approve the adjournment of the AnnualSpecial 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 forto solicit additional proxies in favor of any of the proposals to be presented at the Special Meeting, including the solicitation of proxies. Solicitationproxies from Shareholders that have previously voted against the relevant proposal.

The Board of votes may continue to be made without any obligation to provide any additional noticeTrustees believes that, if the number of the adjournment. The persons named as proxies will voteFund’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 adjournmentsmatter 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 discretion.

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 purposesaction 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 determining the existenceperson or persons exercising the authority conferred by the proxy at the Special Meeting. The submission of a quorum. However, abstentionsproposal 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

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT AND THE MOST RECENT QUARTERLY REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, TO ANY SHAREHOLDER UPON REQUEST. REQUESTS SHOULD BE DIRECTED TO:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 825-8964

Banks and broker non-votes will be disregarded in determiningBrokers may call collect: (212) 750-5833

We are required to file with or submit to the “votes cast” on a proposal. AbstentionsSEC annual, quarterly and broker non-votes will not affectcurrent periodic reports, proxy statements and other information meeting the outcomeinformational requirements of the election of Trustees.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Fund expects that the next annual meeting2021 Annual Meeting of Shareholders will be held in July, 2020,2021, but the exact date, time, and location of such meeting have yet to be determined. Any proposals of shareholders that areA shareholder who intended to be presentedpresent a proposal at the next annual2021 Annual Meeting of Shareholders, and for that proposal to be included in the Fund’s proxy materials for that meeting, must behave submitted a proposal in writing and received atto the Fund principal executive officesat its business address, and the Fund must have received the proposal no later than January 23,11, 2021. However, if the annual meeting is not scheduled to be held within 30 days before or after the first anniversary date of the 2020 annual meeting of shareholders of the Fund (such annual meeting date outside such period, an “Other Annual Meeting Date”), notice by shareholders, to be timely, must be delivered in orderwriting to the business address for the proposalFund within a reasonable time before the Fund begins to be considered for inclusion in theprint and send its proxy statement for that meeting.materials to shareholders. The submission of a proposal does not guarantee its inclusion in the Fund’s proxy statement or presentation at the meeting.

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For any proposal that is not submitted for inclusion in the Fund’s proxy rules, a company may use discretionary voting authority to vote on matters coming before an annual meetingstatement for the 2021 Annual Meeting of shareholders ifShareholders (as described in the company does notpreceding paragraph) must have delivered notice of the matter at least 45 days before the date correspondingproposal or nomination to the date on whichFund’s principal executive offices no earlier than January 11, 2021 and no later than February 10, 2021 and included the company first mailed its proxy materials for the prior year’s annual meeting of stockholders or the dateinformation specified by an overriding advance notice provision in the company’sFund’s declaration of trust and bylaws. AsHowever, if the Fund bylaws do not contain such an advance notice provision, for the Fund’s 20202021 Annual Meeting of Shareholders is scheduled to be held on an Other Annual Meeting Date, notice by shareholders, shareholdersto be timely, must submitbe delivered to such Fund written notice of a shareholder proposal on or before April 7, 2020.

The Manager shall, as part of its oversightduties hereunder (i) furnish the Trust with advice and recommendations with respect to the investment of the Fund’s financial statements, in April 2019, the Audit Committee held a telephonic meeting to review and discuss with the Adviser and KPMG the Fund’s audited financial statements for the fiscal year ended February 28, 2019. The Audit Committee discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1301,Communications with Audit Committees. The Audit Committee has also received and reviewed the written disclosuresTrust’s assets and the letter from KPMG pursuantpurchase and sale of its portfolio securities, including the taking of such other steps as may be necessary to PCAOB Rule 3526implement such advice and discussed KPMG’s independencerecommendations, (ii) furnish the Trust with KPMG.

Subject to the audited financial statements be included in the Fund’s Annual Report to shareholders.

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2.    Reasonable Best Judgment. The Manager shall use its reasonable best judgment and efforts in rendering the Advisory Services as contemplated by this Agreement.

3.    Exclusivity. The Manager shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust in any way, or in any way be deemed an agent for the Trust. It is expressly understood and agreed that the Advisory Services to be rendered by KPMGthe Manager to the Fund,Trust under the provisions of this Agreement are not to be deemed exclusive, and the aggregate non-audit fees billed by KPMGManager shall be free to render similar or different services to others so long as its ability to render the services provided for services renderedin this Agreement shall not be materially impaired thereby.

4.    Reasonable Best Efforts. The Manager agrees to use its reasonable best efforts in the furnishing of such advice and recommendations to the Fund,Trust, in the Adviser,preparation of reports and information, in the management of the Trust’s assets, and in the provision of Advisory Services, all pursuant to this Agreement, and for this purpose the Manager shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Manager shall be deemed to include persons employed or retained by the Manager to furnish statistical, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Manager may desire and request.

5.    Statements and Reports. The Trust will from time to time furnish to the Manager detailed statements of the investments and assets of the Trust and information as to its investment objectives and needs, and will make available to the Manager such financial reports, proxy statements, legal and other information relating to its investments as may be in the possession of the Trust or available to it and such other information as the Manager may reasonably request.

6.    Expenses.

(a) In consideration for the Management Fee, the Manager will provide the Trust with certain operational and managerial services. The Manager shall be responsible for (i) the compensation of any entity controlling, controlled by, or under common control withSub-Adviser retained pursuant to this Agreement, and (ii) the Advisercompensation of any investment advisory personnel that provides ongoingprovide services to the FundTrust on behalf of the Manager pursuant to this 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.

(b) Other than the expenses expressly borne by the Manager pursuant to Section 6(a) above, the Trust shall be responsible for all of the expenses of its operations, including, without limitation, the Trust’s investment-related expenses whether relating to investments that are consummated or unconsummated (e.g., brokerage commissions, due diligence costs, expenses relating to short sales, investment banking fees, sourcing or finder’s fees (which may include a base fee component and/or a performance compensation component), borrowing charges on securities sold short, custodial fees and expenses and nominee fees); bank service fees, clearing and settlement charges and interest expense; Management Fees; fees and expenses incidental to the purchase and sale of interests in, and the fees and expenses of, portfolio companies in which the Trust invests; interest payable on debt, if any, to finance the Trust’s investments; expenses relating to software tools, programs or other technology utilized in managing the Trust (including, without limitation, third-party software licensing, implementation, data management and recovery services and custom development costs); exchange listing fees, expenses relating to proxy contests, voting, tender offers and solicitation fees and expenses; trading platform and seat fees; research-related expenses, including, without limitation, news and quotation equipment and services; fees and expenses associated with independent audits and outside legal costs; fees for data and software providers; other expenses related to the purchase, sale or transmittal of investments; website creation and maintenance, fees for risk management systems and service

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providers; legal expenses; other professional fees (including, without limitation, expenses of consultants and experts); transfer agent and custodial fees; the costs of organizing and maintaining any subsidiaries; costs relating to swaps (and similar agreements); tax preparation expenses; accounting expenses; fees and expenses associated with marketing and investor relations efforts including proxy solicitations and shareholder meetings; costs of printing and mailing proxies, reports and/or notices; market data costs; administration expenses (including fees for the fiscal years ended February 28, 2018provision of middle-office and February 28, 2019 are described inAppendix G.

(c) To the extent the Manager incurs or bears any costs or expenses expressly borne by the Trust pursuant to Section 6(b) above, the Trust shall promptly reimburse the Manager for such costs and expenses on no less frequently than a quarterly basis.

7.    Delegation.

(a) The Manager may delegate the performance of Shareholders, Proxy Statement,certain Advisory Services to a Sub-Adviser.

(b) Certain Administrative Services may be furnished by the directors, officers, partner or employees of the Manager or of affiliates of the Manager, or by any third-party service provider retained by the Trust to provide such Administrative Services in lieu of the Manager; provided, that any agreement pertaining to the provision of Administrative Services shall be subject to the approval of the Board of Trustees.

(c) The Manager shall not be liable to the Trust for any service delegated to a third party service provider.

8.    Oversight of Sub-Advisers. In the event that the Manager wishes to select others to render Advisory Services, the Manager shall analyze, select and recommend for consideration and approval by the Board of Trustees investment advisory firms (however organized) to provide investment advice to the Trust, and, at the expense of the Manager, engage (which engagement may also be by the Trust) any such investment advisory firm to render investment advice and manage the investments of the Trust and the Annual Meeting,composition the Trust’s portfolio of securities and investments, including printing, mailing, vote tabulation, legal,cash, and outthe purchase, retention and disposition thereof, or any offering thereof, in accordance with the Trust’s investment objective or objectives and policies as stated in the Trust’s registration statement, as may be supplemented or amended from time to time (the “Registration Statement”). The Manager shall take the following actions in respect of pocket expenses.

(a) Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Trust, including without limitation, perform periodic detailed analysis and review of the Sub-Adviser’s investment performance in respect of the Trust and in respect of other accounts managed by the Sub-Adviser with similar investment strategies;

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(b) Prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Sub-Adviser and other information regarding the Sub-Adviser, at such times and in such forms as the Board of Trustees may reasonably request;

(c) Review and consider any changes in the personnel of the Sub-Adviser responsible for performing the Sub-Adviser’s obligations and make appropriate reports to the Board of Trustees;

(d) Review and consider any changes in the ownership or senior management of the Sub-Adviser and make appropriate reports to the Board of Trustees;

(e) Perform periodic in-person or telephonic diligence meetings with representatives of the Sub-Adviser;

(f) Supervise Sub-Advisers with respect to the services that such Sub-Advisers provide under each Sub-Adviser’s Sub-Advisory Agreement;

(g) Assist the presenceBoard of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the Sub-Adviser Agreement with the Sub-Adviser and annual consideration of the agreement thereafter;

(h) Monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of the Trust, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law;

(i) If appropriate, analyze and recommend for consideration by the Board of Trustees termination of a quorum atcontract with a Sub-Adviser under which the Annual Meeting may be assured, prompt execution and returnSub-Adviser provides investment advisory services to the Trust;

(j) Identify potential successors to or replacements of the enclosed Proxy Ballot is requested. A self-addressed postage paid envelope is enclosedSub-Adviser or potential additional Sub-Advisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Sub-Adviser;

(k) Designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and

(l) Perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Agreement and applicable law.

9.    Compensation.

(a) The Trust agrees to pay to the Manager, and the Manager agrees to accept, as full compensation for your convenience. You also may vote via telephoneall Advisory Services furnished or via the Internet. Please follow the voting instructions as outlined on your Proxy Ballot.

w SCAN TO VIEW MATERIALS & VOTE 7337 EAST DOUBLETREE RANCH ROAD SUITE 100 SCOTTSDALE, ARIZONA 85258-2034 3 EASY WAYS TO VOTE YOUR PROXY VOTE BY PHONE: Call toll-free 1-877-907-7646 and follow the aggregate non-audit fees (i.e., fees for audit-related, tax,recorded instructions. VOTE ON THE INTERNET: Log on to Proxyvote.com and other services) billedfollow the online directions. VOTE BY MAIL: Check the appropriate boxes on the Proxy Ballot below, sign and date the Proxy Ballot and return in the envelope provided. If you vote via phone or the Internet, you do not need to return your Proxy Ballot. PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON May 21, 2021. D52577-S20204 THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4, 5, 6 AND 7. For Abstain Against For Against Abstain 1. To approve the New Investment Management Agreement between the Fund byand Saba Capital Management, L.P. in connection with the independent registered public accounting firmAdviser Transition as defined in the Proxy Statement 4. To remove the Fund’s fundamental investment restriction relating to investing in other investment companies. 5. To approve changing the Fund’s sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified.” 2. To remove the Fund’s fundamental investment restriction relating to investing in warrants. 3. 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. 6. To approve a change of the investment objective and to make the investment objective non-fundamental. 7. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. To avoid the additional expense of further solicitation, we strongly urge you to review, complete and return your Proxy Ballot as soon as possible. Your vote is important regardless of the number of shares owned. If you vote via phone or the Internet, you do not need to return your Proxy Ballot. Please vote, date and sign this proxy and return it promptly in the enclosed envelope. This Proxy Ballot must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add title(s) as such. Joint owners must each sign.

Important Notice Regarding the Availability of Proxy Materials for the Fund’s fiscal years ended February 28, 2019Special Meeting to Be Held on May 21, 2021: The Proxy Statement for the Special Meeting and February 28, 2018;the Notice of the Meeting are availablea t WWW.PROXYVOTE.COM/VOYA. D52578-S20204 VOYA PRIME RATE TRUST THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Andrew Kellerman and (ii) the aggregate non-audit fees billed to the investment adviser,Aditya Bindal, or any one or all of its affiliates, bythem, proxies, with full power of substitution, to vote all shares of the independent registered public accounting firmVoya Prime Rate Trust, which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held virtually on May 21, 2021 at 1:00 p.m. MDT, and at any adjournment(s) or postponement(s) thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the same time periods.