| (a) | This Schedule 13D/A 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. |
| (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. |
| | On October 16, 2026, the shares were liquidated by the Issuer pursuant to a reorganization into Voya Multi-Manager Emerging Markets Equity Fund, as further described in the Form 425 filed by the Issuer on August 24, 2026 and the Form 25-NSE filed October 19, 2026. As a result, the Reporting Persons no longer own, beneficially or otherwise, any securities of the Issuer.
The Reporting Persons acquired the Common Shares to which this Schedule 13D/A 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. The Reporting Persons may engage in discussions with management, the Board of Trustees (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/A, including the solicitation of proxies, and may discuss such actions with the Issuer and Issuer's management and The Board, 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. 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, establishing, maintaining, increasing or decreasing any short position or hedging or similar position they may have now or in the future 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/A. Furthermore, the Reporting Person may seek to influence the Issuer to engage in share buy-backs, tenders, and liquidations and/or to change its governance, investment strategy and/or investment manager (which may be the Reporting Person). 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. |
| (c) | No transactions in the Common Shares within the past sixty days.
On October 16, 2026, the shares were liquidated by the Issuer pursuant to a reorganization into Voya Multi-Manager Emerging Markets Equity Fund, as further described in the Form 425 filed by the Issuer on August 24, 2026 and the Form 25-NSE filed October 19, 2026. As a result, the Reporting Persons no longer own, beneficially or otherwise, any securities of the Issuer. |
