Saba LT LP

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

      i.   Fixed Advisory Fees

      The fees applicable to each Client will be set forth in detail in each Client’s offering
documents. A summary of those fees and compensation is provided below.

       Currently, Clients will generally not pay a management fee to the Investment Manager,
except to cover certain expenses of the Investment Manager. Instead, the Funds, or their
vehicles, will bear all or a portion of the overhead and other expenses of the Investment
Manager.

     ii.   Incentive Allocation

        Generally, for the Clients, Saba LT or its affiliate shares in profits based on the
performance of the assets under management for the Clients pursuant to the terms of the
relevant Client agreement. For the Clients, Saba LT will receive a percentage, based on an
incentive allocation rate, of the profits generated at the end of the fiscal year for the Clients.

        Saba LT or its affiliates reserve the right to waive or impose different fees or incentive
compensation or otherwise modify the fee and incentive compensation arrangements of an
existing investor with the consent of such investor. In addition, Saba LT, the Clients, and their
respective General Partner or boards of directors reserve the right to impose different fees on
future investors.

        Additionally, in certain instances, the Clients will pay incentive compensation by
issuing shares or general partner interests to Saba LT or its affiliates (i.e., an “Incentive
Allocation”). In order for Saba LT or its affiliates to collect compensation from an Incentive
Allocation, Saba LT or its affiliates will need to redeem shares or withdraw general partner
interests from the Clients. Such redemptions or withdrawals will not be subject to the
redemption or withdrawal terms of the Clients, including but not limited to, notice
requirements, limitations on the frequency and days on which such redemptions or withdrawals
are permitted to occur, investor-level or fund-level gates, as applicable.

       Any performance-based fees will be charged in accordance with Section 205 of the
Advisers Act and Rule 205-3 thereunder.

   B. Payment of Fees.

       Fees and compensation paid to Saba Capital or its affiliates by the Clients are deducted
from the assets of such Clients or invoiced. As discussed above, Clients will generally not pay
a management fee to the Investment Manager. Incentive compensation is generally deducted
on an annual basis.

   C. Additional Fees and Expenses.

The following is a list of expenses that are charged by Saba LT to the Clients.

        i.      Fund Expenses

       The Clients will bear all of their expenses and their share of their direct and indirect
expenses (collectively, the "Fund Expenses"), in each case, as more fully described in the
applicable Offering Memorandum. The following categories of Fund Expenses are
representative, but do not reflect every type of Fund Expense that will be borne by the Fund as
contemplated currently or as may exist in the future:

            Organizational and Offering Expenses
            Investment-Related Expenses
            Data/Research/Technology
            Administrative/Tax/Audit/Accounting/Insurance
            Boards/Committees
            Legal/Regulatory
            Other Fund Expenses

       ii.      Investment Manager Pass-Through Expenses

        The Clients will generally not pay a management fee to the Investment Manager.
Instead, the Client (or a Fund Vehicle) will be responsible for paying, either directly or by
reimbursing the Investment Manager and/or its affiliate, as applicable, for its pro rata portion
of all manner of start-up, ongoing operational and other expenses of the Investment Manager
and its affiliates, including for the avoidance of doubt, routine expenses, extraordinary
expenses, operating expenses, capital expenditures of all types and compensation expenses of
personnel of the Investment Manager and personnel of its affiliates that provide services to the
Investment Manager and its affiliates Entities (collectively, the "Investment Manager Pass-
Through Expenses"), in each case, as more fully described in the applicable Offering
Memorandum. The following categories of Investment Manager Pass-Through Expenses are
representative, but do not reflect every type of Investment Manager Pass-Through Expense that
will be borne by the Fund as contemplated currently or as may exist in the future:

            Office/Overhead Operations
            Compensation and Benefits
            Tax/Legal/Accounting/Audit/Compliance
            Indemnification
            Structuring/Organization/Start-Up Costs
            Technology/Software
            Service Providers/Professionals
            Travel and Entertainment

   D. Prepayment of Fees.

        Details of the fees applicable to each Client will be set forth in detail in each Client’s
offering documents.

   E. Additional Compensation and Conflicts of Interest.

         Neither the Investment Manager nor any of its supervised persons accept compensation
(e.g., brokerage commissions) for the sale of securities or other investment products.

TYPES OF CLIENTS

Saba LT provides investment advisory services to the following type of Client:

        Private investment companies that are exempt from registration under Section 3(c)(7)
of the Investment Company Act, as described in Item 4. Interests in the Clients are offered to
qualified investors in the U.S. and elsewhere on a private placement basis. Such investors may
include financial institutions, individuals, investment companies or partnerships, trusts, family
offices, endowments, pension funds, and others.