UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BlackRock Capital Allocation Trust
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
09260U109
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 11 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSON Saba Capital Management, L.P. |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO (see Item 3) |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 5,706,745 |
||
| 9 | SOLE DISPOSITIVE POWER -0- |
||
| 10 | SHARED DISPOSITIVE POWER 5,706,745 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,706,745 |
||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28% |
||
| 14 | TYPE OF REPORTING PERSON PN; IA |
||
The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 3 of 11 Pages |
| 1 | NAME OF REPORTING PERSON Boaz R. Weinstein |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO (see Item 3) |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 5,706,745 |
||
| 9 | SOLE DISPOSITIVE POWER -0- |
||
| 10 | SHARED DISPOSITIVE POWER 5,706,745 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,706,745 |
||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28% |
||
| 14 | TYPE OF REPORTING PERSON IN |
||
The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 4 of 11 Pages |
| 1 | NAME OF REPORTING PERSON Saba Capital Management GP, LLC |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
|
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS OO (see Item 3) |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
|
| 8 | SHARED VOTING POWER 5,706,745 |
||
| 9 | SOLE DISPOSITIVE POWER -0- |
||
| 10 | SHARED DISPOSITIVE POWER 5,706,745 |
||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,706,745 |
||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28% |
||
| 14 | TYPE OF REPORTING PERSON OO |
||
The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed 3/6/23.
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 5 of 11 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the "Schedule 13D") relates to the common shares (the "Common Shares"), of BlackRock Capital Allocation Trust (the "Issuer"). The Issuer's principal executive offices are located at 100 BELLEVUE PARKWAY, WILMINGTON, DE, 19809. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. |
| Item 2. | IDENTITY AND BACKGROUND | |
| (a) | This Schedule 13D is being jointly filed by: |
|
| (i) | Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); |
|
| (ii) | Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and |
|
| (iii) | Mr. Boaz R. Weinstein ("Mr. Weinstein"), | |
| (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | ||
| The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. | ||
| (b) | The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. | |
| (c) | The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities. | |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. | |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 6 of 11 Pages |
| (f) | Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. |
| The Reporting Persons have executed a Joint Filing Agreement, dated March 28, 2023 with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1. | |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $82,010,203 was paid to acquire the Common Shares reported herein. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the Common Shares to which this Schedule 13D relates in the ordinary course of business for investment purposes because they believe that the Common Shares are undervalued and represent an attractive investment opportunity. On March 22, 2023, Saba Capital Master Fund, Ltd. ("SCMF"), a private fund advised by Saba Capital, submitted to the Issuer a notice of intent informing the Issuer of its intention to nominate a slate of four independent trustee candidates-Ravi Bhasin, Ilya Gurevich, Richard Thiemann and Emmanuel Werthenschlag (the "Nominees"), for election to the Board at the Issuer's 2023 annual meeting of shareholders (the "Annual Meeting"). SCMF also notified the Issuer of its intent to present five advisory proposals at the Annual Meeting asking the Board of Trustees ("Board") to (1) give shareholders the right to amend the Issuer's bylaws, (2) declassify the Board so that all trustees are elected on an annual basis, (3) adopt a plurality voting standard in contested elections, (4) commit to not, now or at any time in the future, adopt any "control share" or similar provision that strips voting rights from any shareholders, and (5) conduct quarterly tender offers for a minimum of 10% of the outstanding common stock shares of the Issuer, if the stock's trading discount to net asset value exceeded 10% in the previous quarter. |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 7 of 11 Pages |
| Each of the Nominees has entered into a nomination agreement (collectively, the "Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 2 to this Schedule 13D whereby the Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the Annual Meeting and whereby, Saba Capital has agreed to defend and indemnify the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 2 and is incorporated by reference herein. The Reporting Persons may engage in discussions with management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Common Shares and the Issuer, including, without limitation, matters concerning the Issuer's business, operations, board appointments, governance, performance, management, capitalization, trading of the Common Shares at a discount to the Issuer's net asset value and strategic plans and matters relating to the open or closed end nature of the Issuer and timing of any potential liquidation of the Issuer. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization, strategic plans or matters relating to the open or closed end nature of the Issuer or timing of any potential liquidation of the Issuer, or propose or engage in one or more other actions set forth herein. The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including the solicitation of proxies, and may discuss such actions with the Issuer and Issuer's management and the board of directors, other stockholders of the Issuer and other interested parties. The Reporting Persons may make binding or non-binding shareholder proposals, or may nominate one or more individuals as nominees for election to the Board in connection with their investment in the Common Shares of the Issuer. |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 8 of 10 Pages |
| The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by management or the Board, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Shares or selling some or all of their Common Shares, engaging in short selling of or any hedging or similar transactions with respect to the Common Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or additional proposals with respect to their investment in the Common Shares. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Shares reported herein. |
|
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 108,135,000 shares of common stock outstanding as of 12/31/22, as disclosed in the company's N-CSR filed with the Securities and Exchange Commission on 3/6/23. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
| (d) | The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares. |
| (e) | Not applicable. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 9 of 11 Pages |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 1: | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. |
| Exhibit 2: | Form of Nominee Agreement |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 10 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 28, 2023
| SABA CAPITAL MANAGEMENT, L.P. By: /s/ Michael D'Angelo |
|
| Name: Michael D'Angelo Title: Chief Compliance Officer |
|
| SABA CAPITAL MANAGEMENT GP, LLC By: /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory |
|
| BOAZ R. WEINSTEIN By: /s/ Michael D'Angelo |
|
| Name: Michael D'Angelo | |
| Title: Attorney-in-fact* | |
| * Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 |
| CUSIP No. 09260U109 | SCHEDULE 13D | Page 11 of 11 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days. All transactions were effectuated in the open market through a broker.
| Trade Date | Buy/Sell | Shares | Price |
| 2/3/2023 | Buy | 5,000 | 15.37 |
| 3/2/2023 | Buy | 5,000 | 14.96 |
| 3/6/2023 | Buy | 36,442 | 15.07 |
| 3/7/2023 | Buy | 59,618 | 15.01 |
| 3/8/2023 | Buy | 1,100 | 14.83 |
| 3/9/2023 | Buy | 105,610 | 14.94 |
| 3/10/2023 | Buy | 164,517 | 14.71 |
| 3/14/2023 | Buy | 23,092 | 14.51 |
| 3/20/2023 | Buy | 83,307 | 14.40 |
| 3/21/2023 | Buy | 9,964 | 14.44 |
| 3/22/2023 | Buy | 27,576 | 14.59 |
| 3/23/2023 | Buy | 142,115 | 14.63 |
| 3/24/2023 | Buy | 244,437 | 14.54 |
| 3/27/2023 | Buy | 76,846 | 14.55 |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: March 28, 2023
| SABA CAPITAL MANAGEMENT, L.P. /s/ Michael D'Angelo |
|
| Name: Michael D'Angelo Title: Chief Compliance Officer |
|
| SABA CAPITAL MANAGEMENT GP, LLC /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory |
|
| BOAZ R. WEINSTEIN /s/ Michael D'Angelo |
|
| Name: Michael D'Angelo | |
| Title: Attorney-in-fact* | |
| Title: Attorney-in-fact* |
Exhibit 2
Form of Nominee Agreement
Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, NY 10174
[DATE]
Private & Confidential
[NOMINEE]
[ADDRESS]
Dear [NOMINEE]:
This will confirm our understanding as follows:
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of an affiliate of Saba Capital Management, L.P. (the "Nominating Party"), to stand for election as a trustee of BlackRock Capital Allocation Trust, a Maryland statutory trust (the "Fund"), in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted by the undersigned and certain other parties in respect of the 2023 annual meeting of shareholders of the Fund expected to be held on or about July 2023 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means. You further agree to serve as a trustee of the Fund if so elected or appointed. The undersigned agrees to pay all of the costs arising from the Proxy Solicitation (the "Proxy Related Costs"). For the avoidance of doubt, the undersigned shall not be obligated to pay any costs in connection with your role as a trustee of the Fund.
You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected or appointed, as a trustee of the Fund if such nominee later changes his mind and determines not to serve on the Slate or, if elected or appointed, as a trustee of the Fund. Accordingly, the undersigned is relying upon your agreement to serve on the Slate and, if elected or appointed, as a trustee of the Fund. In that regard, you will be supplied with a questionnaire (the "Questionnaire") in which you will provide the undersigned with information necessary for the Nominating Party to use in creating the proxy solicitation materials to be sent to shareholders of the Fund and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation.
You agree that (i) you will promptly complete and sign the Questionnaire, and return a copy to the person indicated in the Questionnaire, (ii) your responses in the Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information as may be reasonably requested by the undersigned. In addition, you agree that, concurrently with your execution of this letter, you will execute and return to the person indicated in the Questionnaire the attached instrument confirming that you consent to being nominated for election as a trustee of the Fund and, if elected or appointed, consent to serving as a trustee of the Fund. Upon being notified that we have chosen you, we may forward your consent and your completed Questionnaire (or summary thereof) to the Fund, and we may at any time, in our discretion, disclose such information, as well as the existence and contents of this letter. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith. You agree that the undersigned may use your name in any statement, filing, or other communication to the extent required by law or that is in accordance with applicable law and is reasonably required in connection with the Proxy Solicitation (including, without limitation, in its notice of nominations to the Fund, its proxy statement and its proxy card in connection with the Proxy Solicitation).
You further agree that you will not agree to serve, or agree to be nominated to stand for election by the Fund or any other shareholder of the Fund (other than the undersigned), as a trustee of the Fund without the prior approval of the undersigned.
In consideration of your agreement to serve on the Slate, in addition to the Proxy Related Costs, the undersigned, solely on behalf of the private funds and accounts that hold shares of the Fund (excluding, for the avoidance of doubt, Saba Closed-End Funds ETF and Saba Capital Income & Opportunities Fund, which are not a party to this letter agreement), agree (severally but not jointly) that the undersigned will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, attorneys' fees, costs, expenses and disbursements) ("Losses") incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating, solely, to your role as a nominee for trustee of the Fund on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. For the avoidance of doubt, the undersigned, solely on behalf of the funds and accounts that hold the Fund, shall not be obligated to indemnify, defend, or hold you harmless from and against any Losses based upon, relating to, arising from, or in connection with your service as a trustee of the Fund. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof that are based upon, relating to, arising from, or in connection with the Proxy Solicitation. Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs from the time you were first contacted by the undersigned up to and before the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a trustee of the Fund, if you are elected or appointed. The indemnification to which you are entitled shall be reduced to the extent, if any, that the claim for indemnification is impacted by (i) you having been found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) you having acted in a manner that constitutes gross negligence, bad faith, fraud, intentional and material violations of law, criminal actions or material breach of the terms of this letter agreement or willful misconduct; (iii) you having provided false or misleading information, or omitted material information, in the Questionnaire or otherwise in connection with the Proxy Solicitation, or (iv) you being in breach of this letter agreement. You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned. The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. The undersigned may not enter into any settlement of any claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim.
Each of us recognizes that, should you be elected or appointed to the Board of Trustees of the Fund, all of your activities and decisions as a trustee will be governed by applicable law and subject to your fiduciary duties, as applicable, to the Fund and to the shareholders of the Fund and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a trustee of the Fund.
This letter agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Fund's next annual meeting of shareholders (regardless of the outcome), (ii) your election or appointment to the Board of Trustees of the Fund or (iii) our communication to you of either our intent not to proceed with the Proxy Solicitation or to not include you or no longer include you in the Slate.
This letter agreement sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by the undersigned and you. This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.
Each of us hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any litigation arising out of or relating to this letter, and waives any objection to the laying of venue of any litigation arising out of this letter in the courts of the State of New York or of the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.
Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.
| Very truly yours, | ||
| SABA CAPITAL MANAGEMENT, L.P. | ||
| By: | ___________________________ | |
| Name: | ||
| Title: | ||
Agreed to and accepted as
of the date first written above:
By: ___________________________
Name: [NOMINEE]