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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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[X]
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec. 240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary proxy materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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US (your Current Board and your Fund’s Nominees)
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VS.
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THEM (Saba Capital Management, L.P. (“Saba”) and their Nominees)
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✓ All 4 of your Fund’s Trustee nominees are independent.
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NOMINEE INDEPENDENCE?
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X 3 of the 4 Saba nominees work
for Saba and are committed to pursuing Saba’s short-term interests, which will deplete your Fund’s assets, raise your Fund’s expenses, reduce your Fund’s income, and make your Fund’s shares less liquid.
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✓ Each of your
Fund’s 4 nominees have many years of experience overseeing the Fund and other Franklin Templeton open- and closed-end funds.
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NOMINEE EXPERIENCE?
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X According to the Saba proxy materials, 3 of the 4 Saba nominees have no experience as closed-end fund trustees.
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✓ Your Board, including the Fund’s nominees, are singularly focused on making decisions for your Fund that are in the best interests of ALL shareholders.
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LOOKING OUT FOR ALL SHAREHOLDERS?
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X The 3 nominees who work for Saba have a conflict of interest between making a quick profit for Saba and their responsibility to other shareholders.
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✓ Your Board has:
• Adopted a managed distribution program to pay a monthly distribution at an annual rate
of at least 7.5% of your Fund’s average monthly net asset value.
• Announced a tender offer measurement period, and will hold a tender offer at the end of
2021 if the Fund is trading at a discount of 8% or higher.
• Committed to closely overseeing your Fund and continues to consider measures to help protect your investment in your
Fund.
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FOCUSED ON THE FUND?
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X Saba is so busy attacking 5 other closed-end funds right now that Saba repeatedly called your Fund by the wrong ticker symbol in their proxy statement, confusing it with another one of their
closed-end fund targets.
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