UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-05410

 

Saba Capital Income & Opportunities Fund

 

(Exact name of registrant as specified in charter)

 

405 Lexington Avenue, 58th Floor

New York, New York 10174

 

(Address of principal executive offices) (Zip code)

 

Michael D’Angelo

Saba Capital Income & Opportunities Fund

405 Lexington Avenue

New York, New York 10174

 

(Name and address of agent for service)

 

Copies to:

Schulte Roth & Zabel LLP

Kimberly L. Broder, Esq.

919 Third Avenue

New York, New York 10022

 

Registrant’s telephone number, including area code: (212) 542-4644

 

Date of fiscal year end: October 31

 

Date of reporting period: November 1, 2022 – October 31, 2023

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

   

 

Managed Distribution Policy: Beginning with the distributions for which the declaration date is December 29, 2023, the Fund will make monthly distributions to shareholders at a fixed amount of $0.085 per share.

 

The Fund will generally distribute amounts necessary to satisfy the Fund’s plan and the requirements prescribed by excise tax rules and Subchapter M of the Internal Revenue Code. The plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month and is intended to narrow the discount between the market price and the net asset value of the Fund’s common shares, but there is no assurance that the plan will be successful in doing so.

 

Under the managed distribution plan, to the extent that sufficient investment income is not available on a monthly basis, the Fund will distribute capital gains and/or return of capital in order to maintain its managed distribution rate. No conclusions should be drawn about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s managed distribution plan. The Board may amend the terms of the plan or terminate the plan at any time without prior notice to Fund shareholders; however, at this time there are no reasonably foreseeable circumstances that might cause the termination of the plan. The amendment or termination of the plan could have an adverse effect on the market price of the Fund’s common shares. The plan will be subject to the periodic review by the Board, including a yearly review of the annual minimum fixed rate to determine if an adjustment should be made.

   

 

Table of Contents

 

 

Shareholder Letter 1
Performance Update 4
Material Risk Factors 6
Report of Indepencent Registered Public Accounting Firm 18
Consolidated Schedule of Investments 19
Consolidated Statement of Assets and Liabilities 43
Consolidated Statement of Operations 44
Statements of Changes in Net Assets 45
Consolidated Statement of Cash Flows 46
Financial Highlights 47
Notes to Consolidated Financial Statements 49
Additional Information 63
Trustees and Officers 64

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Shareholder Letter
  October 31, 2023

 

December 21, 2023

 

Dear Shareholders,

 

Thank you for your continued interest in the Saba Capital Income & Opportunities Fund (the “Fund”). We are pleased to provide you with a review of the Fund’s performance and financial markets over the last year.

 

Performance Summary1

 

We are pleased with the results of the Fund during the reporting period. The Fund significantly outperformed its primary benchmark, the iBoxx USD Liquid High Yield Index, as well as the S-Network Composite Closed-End Fund Index. Moreover, the Fund generated these returns while employing a defensive posture.

 

Security2 November 1, 2022 October 31, 2023 Total Return3 Annualized Volatility
Saba Capital Income & Opportunities Fund 9.63% 8.85%
iBoxx USD Liquid High Yield Index 5.11% 6.40%
S-Network Composite Closed-End Fund Index -0.56% 10.35%

 

The primary contributor to the Fund’s strong returns was the exposure to closed-end funds trading at significant discounts, as well as long/short credit investments in loans/bonds/CDS/CDX. The main performance detractors were agency mortgages and long equity volatility positions.

 

Markets Review and Forecast

 

Today, market participants, policymakers and forecasters appear to be in broad alignment that global GDP growth and inflation should slow in 2024 and central banks will pivot by the second half of the year. In contrast, prior to the mid-November CPI report, markets had been suggesting a chance of at least one more rate hike ahead. We believe that plenty of uncertainty remains. The dot plots in recent years have proven to be wildly inaccurate, yet the market, as evidenced by low credit spreads and low implied volatility is ascribing near certainty to soft or no landing scenarios despite mixed economic data.

 

Accordingly, in the Fund, we remain defensively positioned from a net exposure perspective. At the same time, the Fund has grown its exposure to what we believe to be mispriced relative value investments, such as MBS spreads vs. IG spreads, rate volatility compared to equity/credit volatility and closed-end funds relative to their net asset value (“NAV”).

 

Investment Objective

 

The Fund’s investment objective is to seek to provide shareholders with a high level of current income, with a secondary goal of capital appreciation. The Fund seeks to achieve this objective by investing globally in debt and equity securities of public and private companies, which includes, among other things, investing in closed-end funds, special purpose acquisition companies (“SPACs”), public and private debt instruments, as well as derivatives, including total return swaps, credit default swaps, options and futures, where the Fund seeks to enhance returns and/or to reduce portfolio risk. From time to time, in pursuit of its investment objective, the Fund may also invest up to 15% of its total assets in private funds on a discretionary basis.

 

Current Portfolio and Strategy

 

In the Fund’s 2022 Annual Report, we expressed our concern about elevated uncertainty in financial markets due to high inflation, potential recession, geopolitical risks and central banks’ aggressive policy rate increases. Although risk assets have generally rallied over the last year, there have been bouts of volatility, most notably during the regional banking crisis in March 2023.

 

Over the past year, the Fund maintained increased exposure to more traditional long investments, such as closed-end funds, high-yield and investment-grade bonds, equities and distressed assets. These performed well up to the banking crisis and since then, we have kept a measured stance in terms of net exposure by hedging through CDX indices. The Fund also identified new opportunities in reinsurance at the beginning of the year and through agency mortgages during the regional banking crisis.

 

Annual Report | October 31, 2023 1

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Shareholder Letter
  October 31, 2023

 

Below is an overview of the Fund’s portfolio performance in 2023:

 

Closed-End Funds Closed-end funds were a distinct contributor to the Fund’s strong performance over the last year. The Fund primarily benefited from the discount tightening in crypto based closed-end funds, which appeared to be driven by potential SEC approval for ETF conversion. The discounts, however, of many other closed-end funds continued to widen in 2023, which provide a rich opportunity set for future investments. U.S. and non-U.S. closed-end funds have grown from 20% of AUM to 60% of AUM during the reporting period and are now the largest single asset exposure in the Fund, with an average discount of approximately 15.6%.

 

Long /Short Credit The Fund’s long exposure to bonds and loans along with tactical hedges through CDX served as contributors to the Fund’s performance during the Reporting Period. The Fund has opportunistically increased its allocation to long fixed income securities through investments in U.S. high-yield and investment-grade bonds and credit derivatives.

 

Reinsurance – The catastrophic reinsurance market became dislocated at end of 2022 (with premiums increasing by 50%+ YoY) which in our view was driven by 1) back-to-back natural disasters in 2021/22, 2) poor reinsurance returns, compounded by losses against insufficient premiums and weakened covenants, and 3) flight of reinsurance capital driven by weakened insurer balance sheets from higher rates. The Fund invested in reinsurance at the end of 2022 to take advantage of the dislocation. The premium increase vs 2022 is expected to remain attractive going into 2024.

 

Agency Mortgages – During the depths of the regional banking crisis in Q1 2023, interest rate volatility was significantly elevated and was dislocated compared to both equity and credit volatility. As a result, we invested in rate hedged MBS TBA (agency mortgage futures), which has a short rate volatility exposure and we purchased equity volatility through VIX futures to monetize the dislocation. Although the dislocation has persisted thus far and led to a moderate detraction – with the VIX at the lows since COVID and rate volatility at highs – we believe that as inflation slows and the Fed readies to cut rates in 2024, this dislocation will likely dissipate.

 

SPACs – SPACs have performed as designed over the last fiscal year, providing gains with limited downside because of the redemption at trust value feature. Given the practical shutdown in the SPAC IPO market, the weighting of SPACs in the portfolio has decreased from approximately 85% to 5% over the reporting period.

 

Equities – The Fund’s public equity investments benefited from the market rally and produced gains which were offset by the losses in PIPEs. The position size has been consistent at around 10% of NAV.

 

Conclusion

 

We will continue to leave no stone unturned in our search for investment opportunities that create long-term value for shareholders.

 

If you have any questions about the Fund, please visit

www.sabacef.com. We are grateful for your trust and support.

 

Boaz R. Weinstein

Founder and Chief Investment Officer

Saba Capital Management, LP

 

 

The foregoing reflects our views, analysis and opinions as of December 21, 2023.

1Past performance is no guarantee of future results and shares of the Fund, when sold, may be worth less than their original cost.

 

2

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Shareholder Letter
  October 31, 2023

 

2The iBoxx USD Liquid High Yield Index consists of liquid USD high yield bonds, selected to provide a balanced representation of the USD high yield corporate bond universe. The S-Network Composite Closed-End Fund Index is a fund index designed to serve as a benchmark for closed-end funds listed in the US that principally engage in asset management processes seeking to produce taxable annual yield. Any indices and other financial benchmarks are provided for illustrative purposes only – and do not imply that any fund will achieve similar performance, returns or volatility or invest in any specific investments that compromise any such index. Comparisons to indices have limitations and material characteristics that may differ from any fund. Any index information contained herein is included merely to show general trends in the markets in the periods indicated, is not meant to imply that these indices are the only relevant indices, and is not intended to imply that any portfolio managed by Saba was similar to the index either in composition or element of risk. There is no guarantee that such portfolios will meet or exceed any index. Indices referenced in the foregoing letter were selected by us in good faith, but there is no guarantee that such indices are appropriate or suitable for comparison with the Fund’s performance. No assurance is made as to the accuracy of such indices and all information above is subject to revision. In addition, the composition of each of these indices is not under our control and may change over time in the discretion of the respective provider of such index, which may affect the results of the performance comparisons.
3Total investment return is calculated assuming a purchase of the referenced security/index at the opening on November 1, 2022 and a sale at October 31, 2023 and includes an assumption that dividends/distributions, if any, are reinvested.

 

Annual Report | October 31, 2023 3

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Performance Update
  October 31, 2023

 

Average Annual Total Returns (as of October 31, 2023)

 

  1 Year 3 Year 5 Year 10 Year
Returns at NAV 9.63% 5.58% 2.21% 3.46%
Returns at Market Value 7.31% 5.82% 3.23% 2.05%
iShares iBoxx $ High Yield Corporate Bond ETF (HYG)(2) 4.79% 0.12% 2.05% 2.71%

 

Average annual returns for the period since Saba Capital Management began managing the Fund on June 4, 2021 are at NAV 4.76% and at market value 3.63%.

 

Comparison of the Change in Value of a $10,000 Investment

 

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund shares will fluctuate so that a shareholder's shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month-end is available by visiting www.sabacef.com.

 

4
   

 

Saba Capital Income & Opportunities Fund (Unaudited) Performance Update
  October 31, 2023

 

Top Ten Holdings by Issuer (as a % of Net Assets)(a)

 

Stone Ridge Opportunities Fund Feeder LP 10.57%
European Opportunities Trust PLC 3.48%
The GEO Group, Inc. 3.45%
R.R. Donnelley & Sons Co. 2.86%
Grayscale Ethereum Classic Trust 2.83%
Sculptor Capital Management, Inc. 2.53%
Grayscale Ethereum Trust 2.17%
Altria Group, Inc. 2.05%
Bitwise 10 Crypto Index Fund 1.88%
Pershing Square Holdings, Ltd. 1.76%
Top Ten Holdings 33.58%

 

Portfolio Composition (as a % of Net Assets)(a)

 

Closed End Funds 22.72%
Private Fund 10.57%
Corporate Bonds 10.38%
Senior Loans 9.98%
Investment Trust 7.56%
Common Stock 6.29%
Unit Trust 5.01%
Special Purpose Acquisition Companies 4.70%
Sovereign Debt Obligations 2.84%
Credit Default Swap Contracts 2.05%
Simple agreement for future equity contracts 1.82%
Mortgage-Backed Securities 1.11%
Preferred Stock 0.87%
Short Term Investments 0.64%
Options 0.31%
Convertible Corporate Bond 0.30%
Total Return Swap Contracts 0.30%
Futures Contracts 0.29%
Participation Agreement 0.27%
Warrants 0.14%
Rights 0.04%
Forward Foreign Currency Contracts -0.01%
Preferred Stock -0.01%
To-be-announced Mortgage-backed Securities Forward Contracts -0.74%
Exchange Traded Funds -4.54%
Common Stock -6.52%
Sovereign Debt Obligations -47.61%
Total Investment 28.76%
Other Assets in Excess of Liabilities 71.24%
Net Assets 100.00%

 

(a)Holdings are subject to change, and may not reflect the current or future position of the portfolio. Tables present indicative values only.

 

Annual Report | October 31, 2023 5

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

General Risk Factors

 

Dependence on Key Individuals. Investors have no authority to make decisions on behalf of the Fund. The success of the Fund depends upon the ability of key members of the investment team to develop and implement investment strategies that achieve the Fund’s investment objectives. If the Fund were to lose the services of these members, the consequence to the Fund could be material and adverse.

 

Dependence on Service Providers. The Fund is also dependent upon their counterparties and the businesses that are not controlled by the Investment Manager that provide services to the Fund (the “Service Providers”). Examples of Service Providers include the administrator, custodian, legal counsel, auditors, Principal Financial Officer, and Chief Compliance Officer. Errors are inherent in the business and operations of any business, and although the Investment Manager will adopt measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Fund and the Investor’s investments therein.

 

Indemnification. The Fund will indemnify the Investment Manager and other Service Providers for liabilities incurred in connection with the affairs of the Fund. Such liabilities may be material and have an adverse effect on the returns to the investors. The indemnification obligations of the Fund would be payable from the assets of the Fund.

 

Third Party Managers. The Fund has and may in the future invest in public and/ private funds managed by third party managers, or may allocate portions of its assets to third party managers to manage on a discretionary basis, if the Investment Manager determines that such an arrangement represents the best way to access a particular investment opportunity or otherwise expand the investment expertise available to the Fund. The Fund will be subject to various costs relating to such investments, including performance-based and/or fixed asset-based fees or allocations payable to such third party managers. Any such fees and allocations will not reduce the Management Fee.

 

Risks Relating to Market Conditions Generally

 

General Economic and Market Conditions. The success of the Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Fund’s investments. Volatility or illiquidity could impair the Fund’s profitability or result in losses. The Fund may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets.

 

Market Disruption and Geopolitical: The Fund is subject to the risk that geopolitical events may disrupt securities markets and adversely affect global economies and markets. Due to the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the U.S. War, terrorism, global health crises and pandemics, and other geopolitical events have led, and in the future may lead, to increased market volatility and may have adverse short- or long-term effects on U.S. and world economies and markets generally. Natural and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. Those events as well as other changes in non-U.S. and domestic economic, social, and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the investments of the Fund and the Fund. Any of these occurrences could disrupt the operations of the Fund and of the Fund’s service providers.

 

Potential Interest Rate Increases. The United States has experienced a sustained period of historically low interest rate levels. In recent years, however, short-term and long-term interest rates have risen. The uncertainty of the U.S. and global economy, changes in U.S. government policy, and changes in the federal funds rate, increase the risk that interest rates will remain volatile in the future. Sustained future interest rate volatility may cause the value of the fixed-income securities held by the Fund to decrease.

 

Volatile Markets. The prices of financial instruments in which the Fund may invest can be volatile. Price movements of forward and other derivative contracts in which the Fund’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Fund is subject to the risk of failure of any of the exchanges on which its positions trade or of their clearinghouses.

 

6

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Investment Strategy Risk Factors

 

An investor should be aware that it may lose money. All investments involve the risk of loss of capital. The Investment Manager believes that the Fund’s investment program and research techniques moderate this risk through a careful selection of investments, the use of short and long positions and other financial instruments. However, no guarantee or representation is made that the Fund’s investment program will be successful. The Fund’s investment program is expected to utilize leverage and may utilize such investment techniques as option transactions, short sales, limited diversification and forward contracts, which can, in certain circumstances, increase the adverse impact to which the Fund’s portfolio may be subject.

 

Leverage Risks. The use of leverage will, in certain instances, enable the Fund to achieve a higher rate of return than would be otherwise possible. Leverage may take the form of, without limitation, any of the financial instruments described herein, including derivative instruments which are inherently leveraged and trading in products with embedded leverage such as options, short sales, swaps and forwards. The instruments and borrowings utilized by the Fund to leverage investments may be collateralized by the Fund’s portfolio, respectively.

 

The use of leverage will magnify the volatility of changes in the value of the investments of the Fund. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent the investment is leveraged. The cumulative effect of the use of leverage by the Fund in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Fund was not leveraged.

 

While leverage increases the buying power of the Fund and presents opportunities for increasing total returns, it has the effect of potentially increasing losses as well. For example, funds borrowed for leveraging will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the Fund’s portfolio. Leverage will increase the investment return of the Fund if an investment purchased with or utilizing leverage earns a greater return than the cost to the Fund of such leverage. The use of leverage will decrease the investment return if the Fund fails to recover the cost of such leverage.

 

Equity Securities Generally. The Fund expects to buy and sell private and public equity securities. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. The Fund also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale.

 

Debt Securities Generally. The Fund expects to buy and sell private and government debt securities and instruments. The Fund may buy or sell debt instruments that are unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions.

 

Sovereign Debt. The Fund expects to buy and sell sovereign debt. Several factors may affect (i) the ability of a government, its agencies, instrumentalities or its central bank to make payments on the debt it has issued (“Sovereign Debt”), including securities that the Investment Manager believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of non-U.S. exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt.

 

Distressed Securities. The Fund expects to invest in “below investment grade” securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. It is anticipated that certain debt instruments purchased by the Investment Manager for the Fund may be non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to the loans. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Fund’s investment in any instrument, and a significant portion of the obligations and securities in which the Fund invests may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Investment Manager will correctly evaluate the value of the assets underlying the Fund’s investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Fund’s investments may not compensate the investors adequately for the risks assumed.

 

Annual Report | October 31, 2023 7

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund of the security in respect to which such distribution was made.

 

In certain transactions, the Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.

 

High-Yield Securities. The Fund expects to invest in bonds or other fixed income securities, including, without limitation, “higher yielding” (including non-investment grade) debt securities, and may take short positions in these securities. Such securities are generally not exchange traded and, as a result, these financial instruments trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. The Fund may invest in these securities when they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. High-yield securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations and U.S. Government securities or debt securities issued or guaranteed by a non-U.S. government. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations.

 

In addition, the Fund may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). High-yield securities may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness.

 

The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities.

 

Bank Loans. The Fund’s investment program may include investments in significant amounts of bank loans and participations. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the Fund to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, the Investment Manager attempts to compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Fund.

 

8

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high-yield debt market.

 

Non-Investment Grade and Unrated Instruments. A portion of the Fund’s assets may be invested in instruments that are unrated or have a credit quality rating below investment grade by internationally recognized credit rating organizations, such as Moody’s Investors Service Inc. and S&P Global Ratings. The market prices of those securities may fluctuate more than higher-rated securities, and may decline significantly in periods of general economic difficulty. Those securities generally are considered to have extremely poor prospects of ever attaining any real investment grade standing and to have a current identifiable vulnerability to default. The issuers or guarantors of those securities are considered to be less likely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions. Alternatively, such issuers may be in default or not current in the payment of interest or principal. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade debt securities to make principal and interest payments than issuers of higher grade debt securities. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities may be less liquid and less active than for higher grade debt securities.

 

Inflation Risks. The value of assets or income from investments may be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater if the Fund invests a significant portion of its assets in fixed-income securities with longer maturities.

 

Credit Risk. An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

 

Interest Rate Risk. Changes in interest rates will affect the value of the Fund’s investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

 

Credit Default Swaps. The Fund expects to invest in credit default swaps. A credit default swap is a contract between two parties which transfers the risk of loss if a company fails to pay principal or interest on time or files for bankruptcy. In essence, an institution which owns corporate debt instruments can purchase a limited form of default protection by entering into a credit default swap with another bank, broker-dealer or financial intermediary. Upon an event of default, the swap may be terminated in one of two ways: (i) by the purchaser of credit protection delivering the referenced instrument to the swap counterparty and receiving a payment of par value, or (ii) by the parties pairing off payments, with the purchaser of the protection receiving a payment equal to the par value of the reference security less the price at which the reference security trades subsequent to default. The first way is the more common form of credit default swap termination.

 

In the manner described above, credit default swaps can be used to hedge a portion of the default risk on a single corporate bond or a portfolio of bonds. Credit default swaps can be used to implement the Investment Manager’s view that a particular credit, or group of credits, will experience credit improvement. In the case of expected credit improvement, the Fund may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the Fund to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Fund may also “purchase” credit default protection even in the case in which it does not own the referenced instrument if, in the judgment of the Investment Manager, there is a high likelihood of credit deterioration.

 

The credit default swap market in high-yield securities is evolving compared to the credit default swap market for more seasoned and liquid investment grade securities. Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury Yield curve, among other factors. As such, there are many factors upon which market participants may have divergent views. The Investment Manager may also enter into credit default swap transactions, even if the credit outlook is positive, if it believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Widening and Narrowing Credit Spreads. The Fund will be impacted by the widening or narrowing of credit spreads. If credit spreads were to narrow, it may result in an increase in the cost to the Fund of buying securities to cover the short position or resulting in the inability of the Fund to cover the short position.

 

Index or Index Options. The Fund may also purchase and sell indices as well as call and put options on indices, whether or not stock indices are listed on securities exchanges or traded in the over-the-counter market. An index or index option fluctuates with changes in the market values of the securities included in the index. Specifically, investments in the CDX and iBoxx indices will fluctuate based upon the value of the underlying components of the index. In addition, because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the Fund will realize gains or losses from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets.

 

Trading of Swaps. The Fund expects to enter into swap transactions. A swap transaction is an individually negotiated, non-standardized derivative agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, currency exchange rates, securities, commodities or other items, indices, or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Swap contracts are not traded on exchanges and are not otherwise regulated, and as a consequence investors in such contracts do not benefit from regulatory protections. Swap trading is similar to the spot and forward markets in that banks, broker-dealers or their affiliates generally act as principals in the swap markets, and the Fund is subject to risks similar to those described in the discussion of the spot and forward markets.

 

Catastrophe Bonds. The Fund expects to invest in catastrophe bonds. Event-linked or catastrophe bonds carry material uncertainties and risk exposures to adverse conditions. If a trigger event, as defined within the terms of the bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified therein, the Fund may lose a portion or all of its investment in such security, including accrued interest and/or principal invested in such security. Because Catastrophe Bonds cover “catastrophic” events that, if they occur, will result in significant losses, Catastrophe Bonds carry a high degree of risk of loss and are considered “high yield” or “junk bonds”. The rating, if any, primarily reflects the rating agency’s calculated probability that a predefined trigger event will occur. Thus, lower-rated bonds have a greater likelihood of a triggering event occurring and loss to the Fund.

 

Catastrophe Bonds are also subject to extension risk. The sponsor of such an investment might have the right to extend the maturity of the bond or note to verify that the trigger event did occur or to process and audit insurance claims. The typical duration of mandatory and optional extensions of maturity for reinsurance-related securities currently is between three months to two years. In certain circumstances, the extension may exceed two years. An extension to verify the potential occurrence of a trigger event will reduce the value of the bond or note due to the uncertainty of the occurrence of the trigger event and will hinder the Fund’s ability to sell the bond or note. Even if it is determined that the trigger event did not occur, such an extension will delay the Fund’s receipt of the bond’s or note’s principal and prevent the reinvestment of such proceeds in other, potentially higher yielding securities.

 

Quota Share Notes, Excess of Loss Notes and ILW Notes. The Fund may invest, directly or indirectly, in reinsurance contracts through shares or notes issued in connection with quota shares and / or may gain exposure to reinsurance contracts through excess of loss notes and/or industry loss warranties (collectively, “Reinsurance Notes”). As Reinsurance Notes represent an interest, either proportional or non-proportional, in one or more underlying reinsurance contracts, the Fund has limited transparency into the individual underlying contract(s) and, therefore, must rely upon the risk assessment and sound underwriting practices of the sponsor. Accordingly, it may be more difficult to fully evaluate the underlying risk profile of Reinsurance Notes, which may place the Fund’s assets at greater risk of loss than if the Investment Manager had more complete information. The lack of transparency may also make the valuation of such investments more difficult and potentially result in mispricing that could result in losses to the Fund. In Reinsurance Notes, the Fund cannot lose more than the amount invested.

 

Reinsurance Industry Risk. The performance of reinsurance-related securities and the reinsurance industry itself are tied to the occurrence of various triggering events, including weather, natural disasters (hurricanes, earthquakes, etc.), non-natural large catastrophes and other specified events causing physical and/or economic loss. If the likelihood and severity of natural and other large disasters increase, the risk of significant losses to reinsurers may also increase. Typically, one significant triggering event (even in a major metropolitan area) will not result in financial failure to a reinsurer. However, a series of major triggering events could cause the failure of a reinsurer. Similarly, to the extent the Fund invests in reinsurance-related securities for which a triggering event occurs, losses associated with such event could result in losses to the Fund’s investment, and a series of major triggering events affecting a large portion of the reinsurance-related securities held by the Fund could result in substantial losses to the Fund’s investment. In addition, unexpected events such as natural disasters or terrorist attacks could lead to government intervention. Political, judicial and legal developments affecting the reinsurance industry could also create new and expanded theories of liability or regulatory or other requirements; such changes could have a material adverse effect on the Fund’s investment.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Duration of Reinsurance-Related Securities. The determination of the level of losses under a reinsurance-related security may be a protracted process and the realizable value of these reinsurance-related securities, particularly those with respect to which a loss event has occurred, will be delayed until the related collateral, if any, is released to the Fund and any remaining associated liabilities are finally determined.

 

Modeling Risk. The Investment Manager, in selecting certain investments for the Fund, may consider risk models created in-house or by third parties that are based, in part, on prior transactions, quantitative analysis and industry knowledge. Risk models are designed to assist investors, governments and businesses to understand the potential impact of a wide variety of events and allow such parties to analyze the probability of loss. Risk models are created using historical, scientific and other related data and may incorporate quantitative methods. Because such risk models are based in part upon historical data and averages, there is no guarantee that such information will accurately predict the future occurrence or severity of any particular event and thus may fail to accurately calculate the probability of an event and may underestimate the likelihood of an event. Securities or other investments selected using such methods may perform differently from the market as a whole or from their expected performance for many reasons, including factors used in building the analytical framework, the weights placed on each factor, and changing sources of market returns, among others. In addition, any errors or imperfections in a risk model (quantitative or otherwise), analyses, the data on which they are based or any technical issues with the construction of the models (including, for example, data problems and/or software or other implementation issues) could adversely affect the ability of the Investment Manager to use such analyses or models effectively, which in turn could adversely affect the Fund’s performance. Risk models are used by the Investment Manager as one input in its risk analysis process for Fund investments. There can be no assurance that these methodologies will help the Fund to achieve its investment objective.

 

Unrated Securities Risk. The Fund may have exposure to securities that are unrated. Accordingly, the Fund’s unrated investments could constitute a risky and speculative investment. In addition, such investments may be subject to greater risks than other investments, including greater levels of risk related to changes in interest rates, credit risk (including a greater risk of default), and illiquidity risk. Unrated investments may be more susceptible to real or perceived adverse economic and competitive industry or business conditions than higher-grade investments. Yields on such investments will fluctuate and may, therefore, cause the Fund’s value to be more volatile.

 

When-Issued and Forward Commitment Securities. The purchase of securities on a “when-issued” basis involves a commitment by the Fund to purchase or sell securities at a future date (typically one or two months later). No income accrues on securities that have been purchased on a when-issued basis prior to delivery to the Fund. When-issued securities may be sold prior to the settlement date. If the Fund disposes of the right to acquire a when-issued security prior to its acquisition, it may generate a gain or loss. In addition, there is a risk that securities purchased on a when-issued basis may not be delivered to the Fund. In such cases, the Fund may incur a loss. One type of security which the Fund is permitted to acquire on a “when-issued” basis is a forward-settling agency MBS where the pool is “to-be-announced”, known as a “TBA”. Pursuant to these TBAs, the Fund will agree to purchase, for future delivery, agency MBS with certain principal and interest terms and certain types of underlying collateral, but where the specific agency MBS to be delivered will not be identified until shortly before the TBA settlement date. In the case of TBAs there is an additional risk that, when the actual terms of the underlying mortgage pool become known, the Fund may be exposed to greater risk than anticipated.

 

Illiquid Investments. The Fund may invest in securities, bank debt, private funds and companies, other assets and/or third-party managers and other claims, which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and the Fund may not be able to execute a buy or sell order on exchanges at the desired price or to liquidate an open position due to market conditions, including the operation of daily price fluctuation limits. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Fund may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. If trading on an exchange is suspended or restricted, the Fund may not be able to execute trades or close out positions on terms that the Investment Manager believes are desirable. Realization of value from such investments may be difficult in the short-term, or may have to be made at a substantial discount compared to other freely tradable investments. An investment in the Fund is suitable only for certain sophisticated investors who do not require immediate liquidity for their investments.

 

Valuation. Securities which the Investment Manager believes are fundamentally undervalued or overvalued may not ultimately be valued in the capital markets at prices and/or within the time frame the Investment Manager anticipates. In particular, purchasing securities at prices which the Investment Manager believes to be distressed or below fair value is no guarantee that the price of such securities will not decline even further.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Derivative Investments. The prices of derivative instruments, including futures and options, are volatile. Payments made pursuant to swap agreements may also be volatile. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, the Fund’s assets are subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties.

 

The Fund may buy or sell (write) both call options and put options, and when it writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in securities of the relevant class and amount. The Fund’s option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which the Fund has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances.

 

In general, without taking into account other positions or transactions the Fund may enter into, the principal risks involved in options trading can be described as follows: When the Fund buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of the Fund’s investment in the option (including commissions). The Fund could mitigate those losses by selling short, or buying puts on, the securities for which it holds call options, or by taking a long position (e.g., by buying the securities or buying calls on them) in securities for which it holds put options.

 

When the Fund sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered”. If it is covered, the Fund would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Fund might suffer as a result of owning the security.

 

Swaps and certain options and other customized instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk.

 

Hedging Transactions. The Fund may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Fund’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Fund’s unrealized gains in the value of the Fund’s investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Fund’s portfolio; (v) hedge the interest rate or currency exchange rate on any of the Fund’s liabilities or assets; (vi) protect against any increase in the price of any securities the Fund anticipates purchasing at a later date or (vii) for any other reason that the Investment Manager deems appropriate.

 

The success of the Fund’s hedging strategy will depend, in part, upon the Investment Manager’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Fund’s hedging strategy will also be subject to the Investment Manager’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Fund than if it had not engaged in such hedging transactions. For a variety of reasons, the Investment Manager may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. The Investment Manager may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Fund’s portfolio holdings.

 

Closed-End Funds. The Fund does invest globally in CEFs that are operated by a diversified group of U.S. and non-U.S. closed-end fund managers (“CEF Managers”). To the extent that such CEFs invest in financial instruments similar to those invested in by the Fund, the risk factors that are set forth herein with respect to such instruments will also apply to the CEFs in which the Fund invests, and thus indirectly apply to the Fund.

 

Risks Relating to Underlying CEF Managers. CEF Managers are subject to various risks, including, but not limited to, operational risks such as the ability to provide the adequate operating environment for a CEF such as back office functions, trade processing, accounting, administration, risk management, valuation services and reporting. CEF Managers may also face competition from other investment managers, which may be more established and have larger capital bases and have larger numbers of qualified management and technical personnel. Additionally, certain CEF Managers may pursue over time different investment strategies which may limit the Fund’s ability to assess a CEF Manager’s ability to achieve its longterm investment objective. Furthermore, a CEF Manager may face additional risks as the assets of a CEF increase over time. In such instances, a CEF Manager may not be able to handle properly the operating volumes of a CEF with an increased capital basis. Also, a CEF Manager may be unable to manage a CEF’s increased assets effectively because it may be unable to maintain such CEF’s current investment strategy or find the types of investments better suited for a CEF with an increased capital basis.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Independent CEF Managers. CEF Managers generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that such CEF Managers do, in fact, hold offsetting positions, the Fund, considered as a whole, may not achieve any gains or losses despite incurring investment expenses, including, without limitation, performance-based compensation. In addition, there may often be times when a particular CEF Manager may receive performance-based compensation in respect of the Fund’s investments for a period even though the Fund’s overall portfolio depreciated during such period. Some CEF Managers also may compete with each other from time to time for the same positions in certain markets. Such competition may adversely affect the performance of CEFs managed by such CEF Managers. In addition, although the Investment Manager receives detailed information from each CEF Manager regarding its investment performance and investment strategy, the Investment Manager may have little or no means of independently verifying this information. A CEF Manager may use proprietary investment strategies that are not fully disclosed to the Investment Manager, which may involve risks that are not anticipated by the Investment Manager. In addition, the Fund will still face the risk of CEF Manager misrepresentation, material strategy alteration or poor judgment. Although CEF Managers are required to adhere to the offering documents for the respective funds, the Investment Manager cannot control the investments made by a CEF Manager. The Investment Manager’s sole remedy in the event of a deviation by a CEF Manager from its offering documents (such as in the case of “style drift”) may be to cause the Fund to withdraw capital from a CEF Manager’s fund, subject to any applicable withdrawal restrictions.

 

Style Drift. The Investment Manager relies primarily on information provided by CEF Managers in assessing a CEF Manager’s defined investment strategy, the underlying risks of such a strategy and, ultimately, determining whether, and to what extent, it will allocate the Fund’s assets to particular CEF Managers. “Style drift” is the risk that a CEF Manager may deviate from his or her stated or expected investment strategy. Style drift can occur abruptly if a CEF Manager believes it has identified an investment opportunity for higher returns from a different approach (and the manager disposes of an interest quickly to pursue this approach) or it can occur gradually, such as if, for instance, a “value”-oriented CEF Manager gradually increases a CEF’s investments in “growth” stocks. Style drift can also occur if a CEF Manager focuses on factors it had deemed immaterial in its offering documents --such as particular statistical information or returns relative to certain benchmarks. Additionally, style drift may result in a manager pursuing investment opportunities in an area in which it has a competitive disadvantage or is outside the manager’s area of expertise (e.g., a large-cap manager focusing on small-cap investment opportunities). Moreover, style drift poses a particular risk for multiple-manager structures since, as a consequence, the Fund may be exposed to particular markets or strategies to a greater extent than was anticipated by the Investment Manager when it assessed the portfolio’s risk-return characteristics and allocated assets to a CEF Manager (and which may, in turn, result in overlapping investment strategies among various CEF Managers).

 

Special Purpose Acquisition Companies. A SPAC is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses that are typically not publicly-listed. Following the acquisition of a target company, a SPAC’s management team may exercise control over the management of the combined company in an effort to increase its value. Often now, though, management of the target company will continue to manage the now publicly-traded business subsequent to completion of its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until acquired business combination is completed or a predetermined period of time (typically 24 months) elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly-traded company’s shares trade above the SPAC’s initial public offering (“IPO”) price, or alternatively, the market price at which an investor acquired a SPAC’s shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a target business by the timeframe established at the time of its IPO, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to the extent third-parties are permitted to bring claims against IPO proceeds held in the SPAC’s trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to complete a qualifying business combination by the deadline established at the time of its IPO, (ii) assets in the trust account may become subject to third-party claims against such SPAC, which may reduce the per share liquidation value received by the investors in the SPAC in the event it fails to complete a business combination within the required time period, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business, (v) the value of any target business, including its stock price as a public company, may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust account may decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the applicable record date to do so, and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. The Fund may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for the Fund to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Further, SPACs are structured as publicly-traded blank check companies. Accordingly, the Fund will also be subject to risks that arise from investments in vehicles that are managed by independent third parties, as well as the risk that the underlying business combinations being pursued by the SPACs in which the Fund invests will not be consummated or will not be successful.

 

Founder’s Equity and Sponsor Vehicle Investments. The Fund may invest in founder’s equity, consisting of founder’s shares and/or private placement warrants issued by a SPAC in connection with its formation and IPO, either directly or indirectly through equity interests in a related sponsor vehicle which holds such founders equity instruments. Founder’s shares are similar to the shares of stock issued by a SPAC in its IPO, but have no right to receive any proceeds from a SPAC’s trust account pursuant to redemption or liquidation of the SPAC. Similarly, private placement warrants have terms that mirror those of the warrants issued by a SPAC in connection with its IPO, but expire worthless if the SPAC fails to consummate a qualifying business combination within the required time period. As a result, an investment in founder’s equity of a SPAC poses a risk of total loss of investment in the event the SPAC is unsuccessful in completing a business combination. In addition, the Fund may be required to agree to certain terms, including with respect to the acquisition, holding and/or voting of its liquid position in a SPAC, in order to receive exposure to a SPAC’s founder’s equity. Any founders shares distributed to the Fund will also typically be subject to a lock-up period subsequent to completion of a business combination, which will restrict the Fund’s ability to dispose of such shares for up to one year after a SPAC completes its business combination. Similar to SPAC PIPE shares, founder’s shares, private placement warrants, and any shares issued upon exercise of such private placement warrants, will also be restricted securities, which further limit their liquidity absent registration under the Securities Act.

 

Risks Relating to Investments In Exchange Traded Funds/Trusts that invest in cryptocurrencies or similar assets that utilize blockchain technology. Consistent with the Fund’s closed-end fund investment approach, where the Fund seeks to capitalize on the difference between a closed-end fund’s aggregate asset value and its net asset value, the Fund has and may in the future invest in exchange traded investment funds/trusts that invest in cryptocurrencies or similar assets that utilize blockchain technology (such as, the Grayscale Bitcoin Trust) and the Fund may hedge such investments through the use of other securities (including other exchange trade funds that own virtual currencies) and derivatives of virtual currencies, in each case, to the extent permitted by, and in accordance with, any future law, regulation, guidance, or exemptive relief provided by the SEC or its staff or other regulatory agency or body having jurisdiction. The Fund expects that any such investments are likely to constitute only a small proportion of its portfolio.

 

The following Risk Factors relate to investment held by exchange traded investment funds/trusts that invest in cryptocurrencies or similar assets:

 

Virtual currencies are relatively new, evolving products based upon new and evolving technologies. An investment in any virtual currency is subject to a variety of risks, including technological, security and regulatory risks as well as associated uncertainties over the future existence, support and development of such virtual currency. Virtual currencies may also experience unusual volatility. Any such investment is highly speculative and subject to the risk that the entirety or a material portion of such investment or its value may be lost. Virtual currency derivatives, such as futures or options on futures on a virtual currency, are also a relatively new asset class, and trading in these instruments, like trading in the virtual currencies themselves, carries a high level of risk. Investments in virtual currency derivatives, like direct investments in virtual currencies, should be considered speculative and may to result in a total loss of capital. Virtual currencies are not legal tender, but a type of highly decentralized electronic commodity that is not typically backed by any intermediating authority, such as a central bank or a national, supra-national or quasi-national organization, or any hard assets, human capital, or other form of credit. Rather, their value is based on (and fluctuates frequently according to) supply and demand factors, the number of merchants that accept the currency, and the value that various market participants place on it through their mutual agreement, barter or transactions.

 

The creation of new units of the virtual currency, as well recordation of ownership and transactions in the currency, is typically driven by an algorithmic system distributed over a very large computer network with many participants. Typically, an individual virtual currency unit exists as a record in a digital file, based upon a mathematical proof, and is comprised of a public key that encrypts a transaction value and a private key that decrypts it. Virtual currencies allow users to send payments within a decentralized, peer-to-peer network, and do not require a central clearinghouse or financial institution clearing transactions.

 

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Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Cybersecurity Risk. Because of the cryptographic characteristics of virtual currency networks and their large number of users, direct attacks on the integrity of a virtual currency network (such as to change ownership, the number of units of the virtual currency in circulation, or the history of transactions) are generally considered impractical, but new technological developments or unforeseen technical flaws in a virtual currency’s algorithm could create opportunities for disruption. If the basic algorithm of a virtual currency were compromised, the value of the virtual currency itself, and derivatives thereupon, could be severely affected. Note, also, that the electronic exchanges and third-party custodians that facilitate trading in virtual currencies may experience, and have experienced, cybersecurity incidents of their own. As described below, depending upon the electronic custody arrangements used by an exchange, a compromise of its systems can result in an irreversible loss of virtual currency for users even if the algorithm of the virtual currency itself remains technically sound. Hackers or malicious actors may launch attacks to steal, compromise, or secure virtual currencies, such as by attacking virtual currency network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or virtual currency transaction history, or by other means. Depending upon the scale of such an incident, it could have systemic effects upon the value and liquidity of a virtual currency. Although virtual currency derivatives may not be directly exposed to this latter so-called “wallet risk”, major disruptions to one or more virtual currency exchanges could have valuation effects on a virtual currency that would negatively impact the value of its derivatives in turn.

 

Risks Associated With “Digital Wallets”. Exchange traded funds and trusts may use digital currency “wallets” (a “virtual currency wallet” being a programmatic record system that contains virtual currency units) provided by exchanges or other third-parties to hold all or a portion of such exchange traded fund’s and trust’s virtual currencies. Such funds may be unable to conduct detailed information technology diligence on such third-party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain third-party wallet providers might not indemnify the exchange traded fund or trust against any losses of virtual currencies. Certain virtual currencies are intended to be controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which such virtual currencies are held. If private keys relating to such exchange traded fund’s or trust’s virtual currency holdings are lost, destroyed or otherwise compromised and such private keys are not capable of being restored by a virtual currency network, such exchange traded fund or trust may be unable to access the related virtual currencies. Further, virtual currencies are typically transferred digitally, through electronic media not controlled or regulated by any entity. If a virtual currency transfers to the wrong destination, the exchange traded fund or trust may be unable to recover the virtual currency or its value.

 

Price Volatility Risks. A principal risk in trading virtual currencies and virtual currency derivatives is the rapid fluctuation of their market price. Virtual currencies experience significant price volatility, which may result in substantial changes in the value of a derivative contract on the underlying virtual commodity. The price of virtual currencies may be affected generally by a wide variety of complex and difficult to predict factors such as virtual currency supply and demand; rewards and transaction fees for the recording of transactions; availability and access to virtual currency service providers (such as payment processors), exchanges or other virtual currency users and market participants; perceived or actual virtual currency network or virtual currency security vulnerability; inflation levels; fiscal policy; interest rates; and political, natural and economic events. Additionally, the highly distributed nature of virtual currency trading can complicate efficient price discovery for a virtual currency in the marketplace, an effect compounded by the fact that the distributed network responsible for processing virtual currency transactions may have a relatively limited transaction volume.

 

Fluctuations in the underlying virtual currency’s value between the time that a trade is placed for a virtual currency futures contract and the time that an attempt is made to it liquidate it will affect the value of a futures contract and the potential profit and losses related to it.

 

Like futures generally, virtual currency futures are also traded using initial margin, which permits positions to be established in these instruments whose value exceeds the initial investment. Because the initial margin of a virtual currency derivative may be set as a percentage of the value of the contract, margin requirements for a long position may significantly increase if price of the contract rises. Additionally, due to the leverage effect provided by initial margin, unfavorable movements in the price of a virtual currency future can produce substantial losses compared to the size of the size of the initial investment. These risks are enhanced in the context of increased price volatility. There is no guarantee that the exchange traded fund or trust will be able to achieve a better than average market price for virtual currencies in owns through such exchange traded fund or trust or virtual currency derivatives or will purchase such assets at the most favorable price available.

 

Virtual Currencies are Speculative Investments. To date, speculators and investors seeking to profit from either short- or long-term holding of virtual currencies have driven much of the demand for these products. Virtual currencies typically have a very limited commercial and retail market application, thus contributing to price volatility that could adversely affect an investment. Virtual currencies are not yet widely adopted as a means of payment for goods and services, and banks and other established financial institutions may refuse to process funds for virtual currency transactions, process wire transfers to or from their exchanges, as well as virtual currency-related companies or service providers, or maintain accounts for persons or entities transacting in virtual currencies. Accordingly, investments in virtual currencies and virtual currency derivatives should be considered highly speculative.

 

Annual Report | October 31, 2023 15

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

Risk of Competition. As purely algorithmic constructs, virtual currencies present a relatively low barrier to entry for new financial products, and competitive products for a particular virtual currency may readily develop and vie for market share.

 

Fees Associated With Virtual Currency Networks. Virtual currency network participants may charge a fee for effectuating certain essential services, such as transaction recording. These fees are sensitive to prevailing market conditions and may increase during periods of high volume.

 

Risks Associated With Virtual Currency Exchanges. The virtual currency exchanges on which virtual currencies trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Liquidity for a virtual currency may be inconsistent or limited, particularly during periods of market stress. Virtual currency exchanges may impose daily, weekly, monthly or customer-specific transaction or distribution limits or suspend redemptions entirely, rendering the exchange of virtual currency difficult or impossible. Virtual currency exchanges are appealing targets for cybercrime, hackers and malware. It is possible that any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, anti-money laundering issues or government investigation. While the virtual currency spot trading market is relatively unregulated, investors should note that both U.S.-domestic and foreign regulators have applied serious sanctions, including trading bans, to virtual currency exchanges that were found derelict under applicable laws. In addition, banks may refuse to process wire transfers to or from exchanges. Over the past several years, many exchanges have, indeed, closed due to fraud, theft, government or regulatory involvement, failure or security breaches, or banking issues. The exchange traded fund and trust may be unable to replace missing virtual currencies or seek reimbursement for any theft of virtual currencies.

 

While virtual currencies have been determined to be commodities under the U.S. Commodity Exchange Act, as amended, the CFTC’s regulatory oversight authority over commodity cash markets is limited. The CFTC maintains general anti-fraud and manipulation enforcement authority over virtual currency cash markets as a commodity in interstate commerce. However, recourse for recovery of any fiat currency lost as a result of participating in a virtual currency exchange may be limited in practice due to technological considerations. The spot and underlying markets for virtual currency are relatively opaque systems in which the ultimate beneficial owners of units of virtual currency may be difficult or impossible to identify, complicating antitheft and antifraud measures by virtual currency exchanges or regulators.

 

Risks Associated With Virtual Currency Derivatives Exchanges. Futures exchanges subject to U.S. jurisdiction that trade in virtual currency derivatives are responsible for regulating their activities with CFTC oversight; certain exchanges have also contracted with the NFA to implement monitoring and rule compliance in furtherance of the CFTC’s rules. Exchange-traded virtual currency derivatives that are subject to CFTC jurisdiction mitigate some of the risks of direct participation in virtual currency trading by interposing regulated facilities and contracts between traders and the underlying virtual currency market. Nevertheless, to the extent that disruptions in the exchanges of an underlying virtual currency affect the value of that commodity, derivatives in that virtual currency may be negatively impacted as well.

 

Futures commission merchants may impose enhanced trading restrictions upon virtual currency derivatives due to their novel and highly speculative nature. Virtual currency derivatives contracts may be subject to additional margin, dynamic price limits, position limits, or prohibitions on trading strategies such as certain forms of short selling or give-up/give-in transactions. Designated contract markets for virtual currency derivatives may impose trading halts that may restrict a market participant’s ability to exit a position during a period of high volatility. Such features could affect the ability of the Investment Manager to expand or exit a position in virtual currency derivatives at the most financially opportune moment, potentially resulting in losses to the Fund.

 

Additional Regulatory Considerations. The regulatory schemes affecting virtual currencies may not be fully developed. Government action or regulation may directly or indirectly affect a virtual currency market or network, influencing virtual currency use or prices. It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting a virtual currency network, generally, or restricting the right to acquire, own, hold, sell, convert, trade, use or exchange virtual currencies. Like virtual currencies themselves, virtual currency derivatives exist within an evolving regulatory landscape and could also become subject to new regulations with valuation consequences for these instruments. Such changes could be difficult or impossible to predict.

 

Additional Tax Considerations. Many significant aspects of the tax treatment of investments in cryptocurrency are uncertain, and a direct or indirect investment in cryptocurrency may produce income that if directly earned by a regulated investment company like the Fund, would be treated as non-qualifying income for purposes of the income test applicable to regulated investment companies. Accordingly, to the extent the Fund invests in cryptocurrencies futures, or investment vehicles that invest in cryptocurrencies, it will do so through a subsidiary.

 

16

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Material Risk Factors
  October 31, 2023

 

In 2014, the IRS released a notice (the “Notice”) discussing certain aspects of “convertible virtual currency” (that is, digital assets that have an equivalent value in fiat currency or that act as a substitute for fiat currency) for U.S. federal income tax purposes and, in particular, stating that such a digital asset (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss and (iii) may be held as a capital asset. In 2019, the IRS released a revenue ruling and a set of “Frequently Asked Questions” (the “Ruling & FAQs”) that provide some additional guidance. However, the Notice and the Ruling & FAQs do not address other significant aspects of the U.S. federal income tax treatment of digital assets.

 

Other tax issues include the income and withholding taxation of incidental rights received through a fork in the blockchain, airdrops offered to bitcoin holders and other similar events, including situations where such rights are disclaimed, as is expected with respect to Grayscale Bitcoin Trust’s intended treatment of such events. There is limited guidance from the IRS with respect to the treatment of bitcoin for tax purposes. In any event, there can be no assurance that the IRS will not alter its positions or otherwise provide further guidance, potentially retroactive in effect, with respect to digital assets in the future or that a court would uphold the treatment set forth in the Notice and the Ruling & FAQs or in other guidance.

 

It is unclear what additional guidance on the treatment of digital assets for U.S. federal, state and local income tax purposes may be issued or when such guidance may be issued. Because of the evolving nature of digital assets, it is not possible to predict potential future developments that may arise with respect to digital assets. Any future guidance on the treatment of digital assets for federal, state or local tax purposes could result in adverse tax consequences for the Fund or the subsidiary and could have an adverse effect on the value of bitcoin, ether and other cryptocurrencies.

 

The foregoing list of material risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund. The Fund opportunistically implements strategies it believes from time to time will be best suited to prevailing market conditions and to the Investment Manager’s investment experience. Such strategies or approaches may involve higher levels of risk than the ones discussed herein. There can be no assurance that the Investment Manager will be successful in applying any strategy or discretionary approach to the Fund’s investments.

 

Investors and prospective investors should read this entire risk disclosure as well as the more complete list of Fund Risk Factors and other materials set forth on the Fund’s website (https://www.sabacef.com), the definitive proxy describing the Fund’s investment program (as amended), and the Fund’s Prospectus. Investors and prospective investors should consult with their own advisors before deciding whether to invest in the Fund. In addition, prospective and current investors should note that the Prospectus is and may become outdated and/or inaccurate as the Fund’s investment program may develop and change over time. An investment in the Fund may be subject to additional and different risk factors that are not outlined above.

 

Annual Report | October 31, 2023 17

   

 

Saba Capital Income & Opportunities Fund Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees of Saba Capital Income & Opportunities Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities of Saba Capital Income & Opportunities Fund (the “Fund”), including the consolidated schedule of investments, as of October 31, 2023, and the related consolidated statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in period then ended, the financial highlights for each of the two years in the period ended October 31, 2023, the period from March 1, 2021 to October 31, 2021 and each of the two years in the period ended February 28, 2021 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2023, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the two years in the period ended October 31, 2023, the period from March 1, 2021 to October 31, 2021 and each of the two years in the period ended February 28, 2021, in conformity with U.S. generally accepted accounting principles.

 

The financial highlights for the year ended February 28, 2019 was audited by other auditors whose report dated April 26, 2019, expressed an unqualified opinion on those consolidated financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

We have served as the auditor of Saba Capital Income and Opportunities Fund since 2019.

 

New York, New York

December 21, 2023

 

Annual Report | October 31, 2023 18

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Principal Amount   Fair Value 
CORPORATE BONDS - 10.38%          
Communications - 0.85%          
           
Charter Communications Operating Capital, 3.500%, 03/01/2042  $5,000,000   $2,954,127 
Diamond Sports Group LLC / Diamond Sports Finance Co., 5.375%, 08/15/2026(a)   4,000,000    60,000 
         3,014,127 
Consumer Discretionary - 2.57%          
           
Adtalem Global Education, Inc., 5.500%, 03/01/2028(a)   6,195,000    5,683,912 
RR Donnelley & Sons Co., 8.250%, 07/01/2027(a)   935,000    953,550 
RR Donnelley & Sons Co., 9.750%, 07/31/2028(a)   2,494,000    2,444,120 
         9,081,582 
Consumer Staples - 2.58%          
           
Altria Group, Inc., 4.250%, 08/09/2042   10,614,000    7,255,385 
BAT Capital Corp., 3.7340%, 09/25/2040   3,000,000    1,886,399 
         9,141,784 
Energy - 0.88%          
           
Transocean Inc., 7.450%, 04/15/2027   3,573,000    3,130,091 
           
Financials - 1.53%          
           
Credit Suisse AG, 0.000% (Variable Rate), 07/31/2030(h)   10,000    7,140 
Credit Suisse AG, 0.000% (Variable Rate), 10/30/2030(h)   420,000    285,012 
Morgan Stanley, 0.000% (Variable Rate), 04/30/2030(h)   25,000    15,885 
Morgan Stanley, 0.000% (Variable Rate), 07/31/2030(h)   80,000    50,095 
Morgan Stanley, 0.000% (Variable Rate), 10/30/2030(h)   80,000    49,170 
Morgan Stanley, 0.000% (Variable Rate), 09/26/2033(h)   428,000    229,707 
Morgan Stanley, 0.000% (Variable Rate), 10/31/2033(h)   266,000    150,163 
Morgan Stanley, 0.000% (Variable Rate), 02/28/2034(h)   478,000    264,860 
Morgan Stanley, 0.000% (Variable Rate), 03/31/2034(h)   302,000    153,931 
Morgan Stanley, 0.000% (Variable Rate), 04/30/2034(h)   66,000    34,395 
Morgan Stanley, 0.000% (Variable Rate), 05/30/2034(h)   89,000    49,281 
Morgan Stanley, 0.000% (Variable Rate), 06/30/2034(h)   460,000    261,796 
Morgan Stanley, 0.000% (Variable Rate), 07/31/2034(h)   25,000    13,776 
Morgan Stanley, 0.000% (Variable Rate), 08/29/2034(h)   171,000    90,215 
Morgan Stanley, 0.000% (Variable Rate), 09/30/2034(h)   319,000    171,391 
Morgan Stanley, 0.000% (Variable Rate), 10/08/2034(h)   32,000    19,567 
Morgan Stanley, 0.000% (Variable Rate), 10/31/2034(h)   641,000    355,665 
Morgan Stanley, 0.000% (Variable Rate), 11/28/2034(h)   256,000    137,785 
Morgan Stanley, 0.000% (Variable Rate), 01/30/2035(h)   244,000    134,635 
Morgan Stanley, 0.000% (Variable Rate), 02/27/2035(h)   36,000    20,361 
Morgan Stanley, 0.000% (Variable Rate), 03/31/2035(h)   641,000    335,802 
Morgan Stanley, 0.000% (Variable Rate), 02/29/2036(h)   61,000    33,429 
Morgan Stanley, 0.000% (Variable Rate), 04/28/2036(h)   10,000    5,688 
Morgan Stanley, 0.000% (Variable Rate), 06/30/2036(h)   40,000    22,667 
Morgan Stanley, 0.000% (Variable Rate), 08/31/2036(h)   2,289,000    1,340,887 
Morgan Stanley, 0.000% (Variable Rate), 09/30/2036(h)   40,000    24,558 
Morgan Stanley, 0.000% (Variable Rate), 11/29/2036(h)   103,000    58,776 
Morgan Stanley, 0.000% (Variable Rate), 01/31/2037(h)   224,000    127,605 
Morgan Stanley, 0.000% (Variable Rate), 03/31/2037(h)   747,000    463,117 
Morgan Stanley, 0.000% (Variable Rate), 04/28/2037(h)   40,000    24,112 

 

Annual Report | October 31, 2023 19

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Principal Amount   Fair Value 
Morgan Stanley, 0.000% (Variable Rate), 05/31/2037(h)  $25,000   $15,121 
Morgan Stanley, 0.000% (Variable Rate), 08/31/2037(h)   58,000    27,796 
PRA Group, Inc., 8.3750%, 02/01/2028(a)   500,000    413,125 
         5,387,513 
Leisure Facilities & Services - 0.23%          
           
Selina Hospitality PLC, 6.000%, 11/01/2026(a)   7,539,000    818,962 
           
Materials - 0.24%          
           
Cleveland-Cliffs Steel Corp., 7.000%, 03/15/2027   880,000    859,100 
           
Real Estate - 1.12%          
           
China Evergrande Group, 8.250%, 03/23/2022(b)(e)   13,307,000    299,408 
China Evergrande Group, 9.500%, 04/11/2022(b)(e)   2,253,000    50,693 
China Evergrande Group, 11.500%, 01/22/2023(b)(e)   6,500,000    146,250 
China Evergrande Group, 10.000%, 04/11/2023(b)(e)   7,018,000    157,905 
China Evergrande Group, 7.500%, 06/28/2023(b)(e)   15,065,000    338,963 
China Evergrande Group, 12.000%, 01/22/2024(b)(e)   1,800,000    40,500 
China Evergrande Group, 9.500%, 03/29/2024(b)(e)   10,811,000    243,248 
China Evergrande Group, 10.500%, 04/11/2024(b)(e)   17,000,000    382,500 
China Evergrande Group, 8.750%, 06/28/2025(b)(e)   102,308,000    2,301,930 
         3,961,397 
Technology - 0.38%          
           
RRD Parent Inc., 10.000%, 10/15/2031(a)   192,992    330,341 
Commscope Tech LLC, 5.000%, 03/15/2027(a)   2,217,000    820,290 
UNISYS Corp, 6.875%, 11/01/2027(a)   249,000    183,949 
         1,334,580 
           
TOTAL CORPORATE BONDS        36,729,136 
(Cost $64,019,725)          

 

   Principal Amount   Fair Value 
SENIOR LOANS - 9.98%          
Commercial Services - 0.07%          
           
Travel Port Finance (Luxembourg) S.A R.L, TL, First Lien Term Loan, TSFR3M + 7.5%, 05/29/2026   396,348    254,653 
         254,653 
Communications - 0.65%          
           
Lumen Technologies Inc., Term A-1 Loan, TSFR1M + 2.115%, 01/31/2025   2,462,121    2,302,083 
           
Consumer Discretionary - 8.82%          
           
NPC International, Inc., Second Lien Term Loan, 3M US L + 7.5%, 04/18/2025(i)   605,000    - 
24 Hour Fitness Worldwide, Inc., First Lien Term Loan, TSFR3M + 5.000%, 12/29/2025(b)   289,810    94,188 
R.R. Donnelley & Sons Company, First Lien Term B Loan, TSR1M + 7.250%, 03/17/2028(a)   10,122,947    10,138,131 
Chinos Intermediate 2 LLC, Term Loan, TSFR3M + 10% + 8%, 09/10/2027   4,993,072    4,983,086 
The GEO Group, Inc., Term Loan, TSFR1M + 7.125%, 3/23/2027   9,819,405    10,021,930 

 

20

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Principal Amount   Fair Value 
Wok Holdings Inc., First Lien Term Loan, TSFR3M + 6.5%, 03/01/2026  $4,161,719   $3,968,512 
Peloton Interactive, First Lien Term Loan, TSFR1M + 7.100%, 05/25/2027   1,979,950    1,991,503 
         31,197,350 
Consumer Staples - 0.42%          
           
Moran Foods LLC, First Lien Term Loan, TSFR3M + 7.250%, 06/30/2026   927,417    839,313 
Moran Foods 1st Lien A&R 2023 FLFO PIK Term Loan, TSFR3M +7.250%, 06/30/2026(i)   464,334    - 
Moran Foods 1st Lien A&R 2023 FLSO PIK Term Loan, TSFR3M + 7.250%, 12/31/2026   851,923    617,644 
         1,456,957 
Energy - 0.00%(d)          
           
GMP Borrower LLC, First Lien Term Loan, TSFR3M + 4.500%, 10/28/2027   15,052    13,500 
           
Materials - 0.02%          
           
CPC Acquisition Corp., Second Lien Term Loan, TSFR3M + 7.750%, 12/29/2028   175,000    86,042 
           
TOTAL SENIOR LOANS        35,310,585 
(Cost $36,568,232)          

 

   Principal Amount   Fair Value 
CONVERTIBLE CORPORATE BOND - 0.30%          
Communications - 0.30%          
           
Delivery Hero SE, 1.000%, 04/30/2026(e)   300,000    264,588 
Delivery Hero SE, 2.1250%, 03/10/2029(e)   1,100,000    789,620 
           
TOTAL CONVERTIBLE CORPORATE BOND        1,054,208 
(Cost $964,807)          

 

   Principal Amount   Fair Value 
SOVEREIGN DEBT OBLIGATIONS - 2.84%          
Sovereign - 2.84%          
           
Ukraine Government International Bond, 7.750%, 09/01/2025(b)(e)   5,592,000    1,761,480 
Ukraine Government International Bond, 7.750%, 09/01/2026(b)(e)   635,000    184,175 
Ukraine Government International Bond, 7.750%, 09/01/2027(b)(e)   2,820,000    803,700 
Ukraine Government International Bond, 6.750%, 06/20/2028(b)(e)   805,000    214,948 
Ukraine Government International Bond, 7.750%, 09/01/2028(b)(e)   3,462,000    986,670 
Ukraine Government International Bond, 7.750%, 09/01/2029(b)(e)   11,534,000    3,287,190 
Ukraine Government International Bond, 9.750%, 11/01/2030(b)(e)   4,146,000    1,211,171 
Ukraine Government International Bond, 6.876%, 05/21/2031(b)(e)   1,464,000    365,546 
Ukraine Government International Bond, 7.375%, 09/25/2034(b)(e)   2,011,000    507,154 
Ukraine Government International Bond, 7.253%, 03/15/2035(b)(e)   2,239,000    573,744 
Ukraine Government International Bond, 0.000%, 08/01/2041(b)(e)   364,000    151,970 
           
TOTAL SOVEREIGN DEBT OBLIGATIONS        10,047,748 
(Cost $9,684,355)          

 

   Principal Amount   Fair Value 
MORTGAGE-BACKED SECURITIES - 1.11%          
Federal National Mortgage Association (FNMA) - 1.11%          
           
FNMA, 3.000%, 06/25/2052   6,146,911    939,146 
FNMA, 3.000%, 07/25/2052   7,438,787    946,394 

 

Annual Report | October 31, 2023 21

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Principal Amount   Fair Value 
FNMA, 3.000%, 10/25/2052  $2,486,237   $429,839 
FNMA, 3.000%, 10/25/2052   8,966,128    1,630,068 
          
TOTAL MORTGAGE-BACKED SECURITIES        3,945,447 
(Cost $3,767,220)          

 

   Shares   Fair Value 
COMMON STOCK - 6.29%          
Consumer Discretionary - 0.11%          
           
24 Hour Fitness Worldwide(f)   306,005    2,448 
Arbe Robotics, Ltd.(f)   68,769    132,724 
e.GO Mobile SE   5,900    4,963 
Everyware Global(i)   43,777    - 
Polestar Automotive Holding UK PLC   116,698    234,563 
         374,698 
Consumer Staples - 0.01%          
           
Benson Hill, Inc.(f)   136,711    21,053 
Moran Foods LLC(i)   3,699,885    - 
         21,053 
Energy - 0.06%          
           
Drilling Tools International Corp(f)   6,049    22,563 
Granite Ridge Resources Inc   33,264    204,906 
         227,469 
Financials - 2.53%          
           
Sculptor Capital Management, Inc.   708,589    8,963,651 
           
Health Care - 0.41%          
           
Compass Pathways PLC(f)   81,444    466,674 
SomaLogic, Inc.(f)   437,676    976,017 
         1,442,691 
Industrials - 0.84%          
           
Harvey Gulf Intl. Marine   24,044    781,430 
The GEO Group, Inc.(f)   250,019    2,185,166 
         2,966,596 
Materials - 0.86%          
           
Covia Holdings   169,353    2,257,985 
Northgate Minerals Corp.   23,563    782,409 
         3,040,394 
Real Estate - 0.54%          
           
Star Holdings(f)   165,561    1,895,673 
           
Technology - 0.70%          
           
Bitcoin Depot Inc.(f)   7,151    18,522 
IQOR(f)   4,941    4,324 
Pagseguro Digital, Ltd.(f)   351,350    2,480,531 
         2,503,377 

 

22

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Utilities - 0.23%          
           
Longview Power LLC   61,813   $819,022 
           
TOTAL COMMON STOCK        22,254,624 
(Cost $20,678,600)          

 

   Shares   Fair Value 
CLOSED END FUNDS - 22.72%          
Alternative - 2.79%          
           
Blackrock ESG Capital Allocation Trust   410,267    5,866,818 
Destra Multi-Alternative Fund(f)   56,768    345,717 
VGI Partners Global Investments, Ltd.   3,653,052    3,661,348 
         9,873,883 
Equity - 10.08%          
           
abrdn Emerging Markets Equity Income Fund, Inc.   1,818    8,036 
Aberdeen Global Dynamic Dividend Fund   634    5,326 
Aberdeen Japan Equity Fund, Inc.   46,838    237,469 
abrdn Standard Global Infrastructure Income Fund   2,761    42,547 
Adams Diversified Equity Fund, Inc.   42,645    689,996 
BlackRock Health Services Term Trust   19,805    259,247 
BlackRock Science & Technology Trust II   9,706    140,155 
BlackRock Innovation & Growth Trust   330,506    2,088,798 
ClearBridge MLP & Midstream Fund, Inc.   17,796    612,716 
ClearBridge Energy Midstream Opportunity Fund, Inc.   68,686    2,137,508 
ClearBridge Energy MLP Total Return Fund Inc.   69,138    2,130,142 
GAMCO Natural Resources Gold & Income Trust   17,606    80,988 
Japan Smaller Capitalization Fund, Inc.   7,794    53,545 
Kayne Anderson NextGen Energy & Infrastructure, Inc.   103,652    711,053 
Korea Fund, Inc.   26,272    487,871 
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund(f)   745    5,148 
MainStay CBRE Global Infrastructure Megatrends Term Fund   63,285    698,666 
Miller/Howard High Dividend Fund   333,513    3,198,390 
Neuberger Berman MLP & Energy Income Fund, Inc.   264,242    1,693,791 
Neuberger Berman Next Generation Connectivity Fund, Inc.   165,408    1,577,992 
Platinum Capital, Ltd.   505,958    409,216 
Nuveen Real Asset Income and Growth Fund   25    250 
Principal Real Estate Income Fund   51,780    449,968 
Taiwan Fund, Inc.   3,223    91,308 
Tekla Healthcare Investors(f)   22,254    325,131 
Tekla Life Sciences Investors(f)   37,835    438,508 
Templeton Emerging Markets Fund   1,314    14,099 
Tortoise Energy Infrastructure Fund, Inc.   14,818    409,421 
Tortoise Midstream Energy Fund, Inc.   56,207    1,863,262 
Tortoise Pipeline & Energy Fund, Inc.   7,795    216,623 
Tortoise Energy Independence Fund, Inc.   17,997    557,367 
Voya Emerging Markets High Dividend Equity Fund   55,378    252,524 
Voya Infrastructure Industrials and Materials Fund   29,715    262,978 
MFF Capital Investments, Ltd.   3,139,201    5,416,467 
WCM Global Growth, Ltd.   392,373    272,547 

 

Annual Report | October 31, 2023 23

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
WAM Global Ltd   3,577,961   $4,130,808 
Hearts and Minds Investments, Ltd.   836,372    1,135,380 
Pengana International Equities, Ltd.   4,054,812    2,559,304 
         35,664,545 
Fixed Income - 6.88%          
           
AllianceBernstein National Municipal Income Fund   396    3,592 
BNY Mellon Municipal Income, Inc.   4,164    22,611 
BlackRock Virginia Municipal Bond Trust   125    1,124 
BlackRock California Municipal Income Trust   173,997    1,729,530 
BlackRock Municipal Income Trust   927    8,065 
BlackRock New York Municipal Income Trust   2,297    20,168 
BlackRock Municipal Income Trust II   1,418    12,634 
BlackRock MuniHoldings Fund, Inc.   2,264    22,912 
BlackRock MuniVest Fund Inc   18    109 
BlackRock MuniVest Fund II Inc   151    1,374 
BlackRock MuniHoldings Quality Fund II   1,024    8,847 
BlackRock MuniHoldings California Quality Fund, Inc.   19,672    181,769 
BlackRock MuniYield Michigan Quality Fund, Inc.   3,742    35,811 
BlackRock MuniHoldings New Jersey Quality Fund, Inc.   3,842    38,305 
BlackRock MuniHoldings New York Quality Fund, Inc.   1,803    16,047 
BlackRock MuniYield New York Quality Fund, Inc.   401    3,457 
BlackRock MuniYield Pennsylvania Quality Fund, Inc.   4,708    47,174 
Blackstone Long-Short Credit Income Fund   1,574    17,613 
BNY Mellon High Yield Strategies Fund   3,977    8,312 
BNY Mellon Strategic Municipal Bond Fund, Inc.   200    952 
Brookfield Real Assets Income Fund Inc   2,629    32,048 
DWS Municipal Income Trust   4,456    33,331 
DWS Strategic Municipal Income Trust   228    1,662 
Eaton Vance California Municipal Income Trust   14,728    130,932 
Eaton Vance New York Municipal Bond Fund   54,699    429,934 
Eaton Vance California Municipal Bond Fund   59,833    458,919 
Ellsworth Growth and Income Fund, Ltd.   85,750    623,403 
Federated Hermes Premier Municipal Income Fund   13,266    121,915 
Flaherty & Crumrine Total Return Fund   5    65 
Flaherty & Crumrine Preferred and Income Fund   271    2,390 
Invesco Trust for Investment Grade New York Municipals   407    3,492 
Invesco Municipal Opportunity Trust   20    161 
Invesco California Value Municipal Income Trust   311    2,513 
Invesco Pennsylvania Value Municipal Income Trust   3,256    28,164 
MFS Investment Grade Municipal Trust   54,614    363,183 
MFS High Income Municipal Trust   2,100    6,384 
MFS High Yield Municipal Trust   94,067    269,032 
Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.   604,015    2,615,385 
Neuberger Berman Municipal Fund Inc.   1,548    13,715 
New America High Income Fund, Inc.   27,003    172,819 
Nuveen Massachusetts Quality Municipal Income Fund   788    7,273 
Nuveen Arizona Quality Municipal Income Fund   1    9 
Nuveen AMT-Free Quality Municipal Income Fund   2,404    22,766 
Nuveen New York Quality Municipal Income Fund   1,105    10,177 
Nuveen California Quality Municipal Income Fund   39,251    368,174 
Nuveen New Jersey Quality Municipal Income Fund   24,656    250,505 
Nuveen Municipal Credit Income Fund   219    2,212 
Nuveen Preferred & Income Securities Fund   2,598    15,458 

 

24

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Nuveen Credit Strategies Income Fund   70,814   $346,280 
Nuveen Preferred and Income Fund   1    15 
Nuveen Core Plus Impact Fund   196,587    1,769,283 
Nuveen Variable Rate Preferred and Income Fund   20    298 
Nuveen Pennsylvania Quality Municipal Income Fund   47,256    461,691 
PIMCO Energy & Tactical Credit Opportunities Fund   254,162    4,829,078 
Pioneer Municipal High Income Opportunities Fund, Inc.   22,790    213,998 
Pioneer Municipal High Income Advantage Fund, Inc.   961    6,189 
Pioneer Municipal High Income Fund, Inc.   108,304    757,045 
Templeton Global Income Fund   826,356    3,272,370 
Tortoise Power and Energy Infrastructure Fund, Inc.   42,068    562,449 
Western Asset Managed Municipals Fund Inc.   3,022    26,503 
Western Asset Intermediate Muni Fund Inc.   18,474    129,687 
NB Global Corporate Income Trust   4,322,827    3,811,630 
         24,352,943 
Mixed Allocation - 2.97%          
           
Blackrock Capital Allocation Trust   67,260    940,295 
Ecofin Sustainable and Social Impact Term Fund   37,011    419,668 
Guggenheim Active Allocation Fund   862    11,284 
Nuveen Multi-Asset Income Fund   272,673    2,923,055 
Tekla Healthcare Opportunities   207    3,242 
Thornburg Income Builder Opportunities Trust   502    7,023 
Pershing Square Holdings, Ltd.   175,609    6,216,558 
Voya Global Advantage and Premium Opportunity Fund   444    3,515 
         10,524,640 
           
TOTAL CLOSED END FUNDS        80,416,011 
(Cost $83,734,579)          

 

   Shares   Fair Value 
INVESTMENT TRUST - 7.56%        
Alternative - 1.88%        
         
Bitwise 10 Crypto Index Fund(g)(f)   374,794    6,652,594 
           
Equity - 5.48%          
           
European Opportunities Trust PLC   1,328,993    12,324,934 
JPMorgan Mid Cap Investment Trust PLC   3,263    31,332 
Herald Investment Trust PLC(f)   2,610    51,201 
Schroder UK Mid Cap Fund PLC   570,790    3,441,085 
BlackRock Smaller Companies Trust PLC   71,210    1,009,199 
Henderson Opportunities Trust PLC   111,656    1,173,912 
The European Smaller Companies Turst PLC   2,626    4,421 
JPMorgan European Discovery Trust PLC   14,209    61,741 
Schroder British Opportunities Trust PLC(f)   1,453,746    1,289,879 
         19,387,704 
Mixed Allocation - 0.20%          
           
Aberdeen Diversified Income and Growth Trust PLC   7,080    6,695 
abrdn Smaller Companies Income Trust   161,889    462,405 

 

Annual Report | October 31, 2023 25

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Citadel Income Fund   110,020   $247,530 
         716,630 
           
TOTAL INVESTMENT TRUST        26,756,928 
(Cost $25,598,229)          

 

   Shares   Fair Value 
PREFERRED STOCK - 0.87%          
Consumer Discretionary - 0.28%          
           
HAAT Delivery Ltd. Preferred Seed-1(c)(f)   64,188    988,495 
           
Entertainment Facilities - 0.00%(d)          
           
24 Hour Fitness Worldwide, Inc.(f)   407,959    4,080 
           
Transportation - 0.59%          
           
G-ILS Transportation Ltd. Preferred B-3 Shares(c)(f)   1,332    2,079,252 
           
TOTAL PREFERRED STOCK        3,071,827 
(Cost $3,709,436)          

 

   Fair Value 
PARTICIPATION AGREEMENT - 0.27%     
      
Caesars Entertainment, Inc (Covid Insurance Claim)(c)(f)(g)   959,660 
      
TOTAL PARTICIPATION AGREEMENT   959,660 
(Cost $2,320,000)     

 

   Fair Value 
PRIVATE FUND - 10.57%     
Stone Ridge Opportunities Fund Feeder LP(f)   37,398,584 
      
TOTAL PRIVATE FUND   37,398,584 
(Cost $29,527,000)     

 

   Shares   Fair Value 
UNIT TRUST - 5.01%          
           
Grayscale Ethereum Classic Trust(g)(f)   1,235,170    10,029,580 
Grayscale Ethereum Trust(g)   555,071    7,693,284 
           
TOTAL UNIT TRUST        17,722,864 
(Cost $11,096,339)          

 

   Shares   Fair Value 
SPECIAL PURPOSE ACQUISITION COMPANIES - 4.70%          
           
Alpha Partners Technology Merger Corp.(f)   19,691    209,315 
Artemis Strategic Investment Corp.(f)   142,048    1,515,652 
Artemis Strategic Investment Corp., Class B(b)(f)(i)   12,038    - 
Beard Energy Transition Acquisition Corp.(f)   120,587    1,295,104 
Bellevue Life Sciences Acquisition Corp.(f)   14,638    153,260 
Blue Ocean Acquisition Corp.(f)   34,956    376,127 
Blue World Acquisition Corp.(f)   51,687    559,770 
CF Acquisition Corp. VII(f)   21,449    230,148 
Chenghe Acquisition Co.(f)   392    4,265 

 

26

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Clean Earth Acquisitions Corp.   99,174   $1,053,229 
Deezer SA(f)   8,179    21,116 
Digital World Acquisition Corp., Class B(c)(f)   25,893    282,233 
Distoken Acquisition Corp.(f)   5,419    57,279 
DUET Acquisition Corp.(f)   5,996    64,517 
Everest Consolidator Acquisition Corp.(f)   53,159    578,370 
Fat Projects Acquisition Corp., Class B(c)(f)   4,886    5,033 
Fortune Rise Acquisition Corp.(f)   29,156    320,716 
Four Leaf Acquisition Corp(f)   3,750    41,531 
FutureTech II Acquisition Corp.(f)   52,279    572,455 
Goldenstone Acquisition, Ltd.(f)   5,405    57,996 
Gores Holdings IX, Inc.(f)   121,520    1,267,454 
Integrated Rail and Resources Acquisition Corp.(f)   153,090    1,674,805 
Integrated Wellness Acquisition Corp.(f)   58,193    640,123 
Investcorp Europe Acquisition Corp. I(f)   55,193    603,811 
Israel Acquisitions Corp.(f)   8,683    92,040 
Kismet Acquisition Two Corp.(f)   39,461    427,955 
L Catterton Asia Acquisition Corp.(f)   1,609    17,184 
Mars Acquisition Corp.(f)   10,247    108,003 
Nabors Energy Transition Corp.   152,733    1,670,135 
Nogin, Inc.(f)   11,264    3,379 
Pegasus Digital Mobility Acquisition Corp., Class B(c)(f)   4,456    5,169 
Pono Capital Three Inc(f)   11,690    123,797 
Pono Capital Two, Inc.(f)   9,738    104,099 
Pyrophyte Acquisition Corp.(f)   59,259    645,923 
RCF Acquisition Corp.(f)   9,504    104,354 
Rigel Resource Acquisition Corp.(f)   17,835    194,937 
Screaming Eagle Acquisition Corp.(f)   35,534    373,107 
Slam Corp.(f)   26,398    286,154 
Spring Valley Acquisition Corp. II(f)   26,917    289,089 
Valuence Merger Corp. I(f)   54,174    602,414 
           
TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES        16,632,048 
(Cost $15,253,104)          

 

   Contracts   Fair Value 
WARRANTS - 0.14%          
           
10X Capital Venture Acquisition Corp. III, Expires 12/31/2027, Strike Price $11.50   55,754    4,739 
A SPAC I Acquisition Corp., Expires 05/21/2027, Strike Price $11.50(i)   1    - 
A SPAC II Acquisition Corp., Expires 05/03/2027, Strike Price $11.50   34,421    504 
Achari Ventures Holdings Corp. I, Expires 08/05/2026, Strike Price $11.50   38,384    1,348 
Agrinam Acquisition Corp., Expires 06/30/2027, Strike Price $11.50   19,798    396 
Allurion Technologies Inc, Expires 08/02/2030, Strike Price $11.50   16,492    11,936 
Alset Capital Acquisition Corp., Expires 02/02/2027, Strike Price $11.50   13,297    336 
ALSP Orchid Acquisition Corp. I, Expires 11/30/2028, Strike Price $11.50   52,397    1,556 
Andretti Acquisition Corp., Expires 03/23/2028, Strike Price $11.50   24,523    6,230 
AP Acquisition Corp., Expires 12/07/2026, Strike Price $11.50   9,857    345 
APx Acquisition Corp. I, Expires 08/19/2028, Strike Price $11.50   3,981    139 
Arisz Acquisition Corp., Expires 11/16/2026, Strike Price $11.50   34,348    426 
Armada Acquisition Corp. I, Expires 08/13/2026, Strike Price $11.50   19    1 
Artemis Strategic Investment Corp., Expires 02/12/2023, Strike Price $11.50   52,405    84 
Athena Technology Acquisition Corp. II, Expires 10/17/2028, Strike Price $11.50   36,968    2,083 

 

Annual Report | October 31, 2023 27

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Contracts   Fair Value 
Atlantic Coastal Acquisition Corp. II, Expires 06/02/2028, Strike Price $11.50   80,774   $5,654 
Ault Disruptive Technologies Corp., Expires 06/20/2028, Strike Price $11.50   18,483    298 
Aura FAT Projects Acquisition Corp., Expires 06/02/2027, Strike Price $11.50   58,439    1,292 
Aurora Technology Acquisition Corp., Expires 02/07/2028, Strike Price $11.50   63,578    874 
Banyan Acquisition Corp., Expires 09/30/2028, Strike Price $11.50   45,560    6,149 
Battery Future Acquisition Corp., Expires 05/26/2028, Strike Price $11.50   36,968    1,386 
Beard Energy Transition Acquisition Corp., Expires 12/31/2027, Strike Price $11.50   60,293    1,495 
Bellevue Life, Sciences Acquisi, Expires 02/10/2028, Strike Price $11.50   14,638    515 
BenevolentAI, Expires 06/30/2026, Strike Price $11.50   7,014    74 
Benson Hill Inc., Expires 03/25/2027, Strike Price $11.50(c)   187,607    5,628 
Bitcoin Depot Inc, Expires 07/03/2028, Strike Price $11.50   116,268    18,021 
Black Mountain Acquisition Corp., Expires 10/15/2027, Strike Price $11.50   46,279    1,273 
Bleuacacia, Ltd., Expires 10/30/2026, Strike Price $11.50   100,804    1,593 
Blockchain Coinvestors Acquisition Corp. I, Expires 11/01/2028, Strike Price $11.50   93,986    2,848 
Blue Ocean Acquisition Corp., Expires 10/21/2028, Strike Price $11.50   16,257    447 
Blue World Acquisition Corp., Expires 01/10/2029, Strike Price $11.50   23,302    1,884 
BurTech Acquisition Corp., Expires 12/18/2026, Strike Price $11.50   23,368    584 
BYTE Acquisition Corp., Expires 12/31/2028, Strike Price $11.50   20,143    1,753 
Cactus Acquisition Corp. 1, Ltd., Expires 07/20/2023, Strike Price $11.50   21,180    668 
Canna-Global Acquisition Corp., Expires 02/09/2028, Strike Price $11.50   154,766    991 
Capitalworks Emerging Markets Acquisition Corp., Expires 04/27/2028, Strike Price $11.50   69,120    2,163 
Cardio Diagnostics Holdings, Inc., Expires 12/01/2026, Strike Price $11.50   19,933    847 
Carmell Therapeutics Corp, Expires 07/12/2028, Strike Price $11.50   3,816    615 
CARTESIAN GROWTH Corp. II, Expires 07/12/2028, Strike Price $11.50   5,984    898 
Cartica Acquisition Corp., Expires 04/30/2028, Strike Price $11.50   74,354    2,982 
CF Acquisition Corp. IV, Expires 12/14/2025, Strike Price $11.50   13,333    706 
CF Acquisition Corp. VII, Expires 03/15/2026, Strike Price $11.50   4,928    346 
Chain Bridge I, Expires 12/31/2028, Strike Price $11.50   33,367    716 
Chenghe Acquisition Co., Expires 04/28/2027, Strike Price $11.50   400    23 
Churchill Capital Corp. VII, Expires 02/29/2028, Strike Price $11.50   26,731    4,945 
Cineworld, Expires 11/23/2025, Strike Price $0.04(i)   88,914    - 
Clean Earth Acquisitions Corp., Expires 02/24/2028, Strike Price $11.50   49,587    2,080 
ClimateRock, Expires 06/01/2027, Strike Price $11.50   11,778    295 
Concord Acquisition Corp. II, Expires 12/31/2028, Strike Price $11.50   25,741    3,219 
Concord Acquisition Corp. III, Expires 12/31/2028, Strike Price $11.50   54,452    5,783 
Conduit Pharmaceuticals Inc, Expires 02/03/2027, Strike Price $11.50   51,468    1,979 
Consilium Acquisition Corp. I, Ltd., Expires 06/01/2027, Strike Price $11.50   38,488    1,678 
Corner Growth Acquisition Corp., Expires 12/31/2027, Strike Price $11.50   41,045    2,996 
Crescera Capital Acquisition Corp., Expires 04/20/2028, Strike Price $11.50   63,791    287 
Deezer, SA, Expires 06/07/2027, Strike Price $11.50   95,238    5,543 
Denali Capital Acquisition Corp., Expires 04/07/2027, Strike Price $11.50   27,621    1,658 
DHC Acquisition Corp., Expires 12/31/2027, Strike Price $11.50   25,249    1,511 
Digital Health Acquisition Corp., Expires 10/14/2023, Strike Price $11.50   17,736    554 
Distoken Acquisition Corp., Expires 03/30/2028, Strike Price $11.50   5,841    148 
DUET Acquisition Corp., Expires 07/19/2028, Strike Price $11.50   5,996    156 
EG Acquisition Corp., Expires 05/28/2028, Strike Price $11.50   27,981    3,482 
Energem Corp., Expires 03/10/2023, Strike Price $11.50   45,714    1,600 
Energy Transition Partners BV, Expires 07/16/2026, Strike Price $11.50   16,852    2,140 
ESGEN Acquisition Corp., Expires 06/28/2023, Strike Price $11.50   61,117    5,195 
Eureking SA, Expires 05/12/2027, Strike Price $11.50   59,955    3,806 
EVe Mobility Acquisition Corp., Expires 05/12/2028, Strike Price $11.50   27,110    1,763 
Everest Consolidator Acquisition Corp., Expires 07/19/2028, Strike Price $11.50   50,492    10,856 
Evergreen Corp., Expires 02/15/2027, Strike Price $11.50   70,092    2,460 

 

28

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Contracts   Fair Value 
ExcelFin Acquisition Corp., Expires 07/05/2023, Strike Price $11.50   22,349   $1,076 
Fat Projects Acquisition Corp., Expires 12/16/2022, Strike Price $11.50   37,947    721 
FG Acquisition Corp., Expires 04/05/2030, Strike Price $11.50   25,263    31,578 
FG Merger Corp, Expires 05/15/2028, Strike Price $11.50(i)   1,112    - 
Financial Strategies Acquisition Corp., Expires 03/31/2028, Strike Price $11.50   6,820    1 
Financials Acquisition Corp., Expires 04/04/2027, Strike Price $11.50   28,696    1,046 
Finnovate Acquisition Corp., Expires 04/15/2023, Strike Price $11.50   71,462    1,579 
FinServ Acquisition Corp. II, Expires 02/17/2026, Strike Price $11.50   22,794    884 
Fintech Ecosystem Development Corp., Expires 12/31/2028, Strike Price $11.50   27,352    957 
Flame Acquisition Corp., Expires 12/31/2028, Strike Price $11.50   5,451    3,816 
Forbion European Acquisition Corp., Expires 05/23/2028, Strike Price $11.50   7,393    6,207 
Fortune Rise Acquisition Corp., Expires 11/26/2023, Strike Price $11.50   15,616    670 
FTAC Emerald Acquisition Corp., Expires 08/22/2028, Strike Price $11.50   27,108    1,457 
Fusion Acquisition Corp. II, Expires 12/31/2027, Strike Price $11.50   20,782    2 
Future Health ESG Corp., Expires 02/19/2023, Strike Price $11.50   37,402    727 
FutureTech II Acquisition Corp., Expires 02/16/2027, Strike Price $11.50   48,383    1,708 
Gardiner Healthcare Acquisitions Corp., Expires 07/30/2028, Strike Price $11.50   14,786    383 
Genesis Growth Tech Acquisition Corp., Expires 05/19/2028, Strike Price $11.50   6,030    29 
GigCapital5, Inc., Expires 12/31/2028, Strike Price $11.50   3,954    138 
Global Blockchain Acquisition Corp., Expires 05/10/2027, Strike Price $11.50   40,470    1,012 
Global Technology Acquisition Corp. I, Expires 07/13/2023, Strike Price $11.50   23,734    952 
Globalink Investment, Inc., Expires 12/03/2026, Strike Price $11.50   14,771    234 
Gores Holdings IX, Inc., Expires 01/14/2029, Strike Price $11.50   40,512    4,256 
HCM ACQUISITION Corp., Expires 12/31/2027, Strike Price $11.50   10,493    184 
Healthcare AI Acquisition Corp., Expires 12/14/2026, Strike Price $11.50   18,681    781 
HHG Capital Corp., Expires 12/31/2027, Strike Price $11.50   17,425    985 
HNR Acquisition Corp., Expires 07/29/2028, Strike Price $11.50   44,874    3,141 
Inception Growth Acquisition, Ltd., Expires 10/15/2026, Strike Price $11.50   2,402    133 
Industrial Tech Acquisitions II, Inc., Expires 12/31/2028, Strike Price $11.50   47,509    1,366 
InFinT Acquisition Corp., Expires 05/19/2027, Strike Price $11.50   55,058    903 
Innovative International Acquisition Corp., Expires 04/03/2023, Strike Price $11.50   71,433    3,104 
Integrated Rail and Resources Acquisition Corp., Expires 05/21/2023, Strike Price $11.50   48,874    5,865 
Integrated Wellness Acquisition Corp., Expires 10/31/2028, Strike Price $11.50   1,475    186 
Investcorp Europe Acquisition Corp. I, Expires 11/23/2028, Strike Price $11.50   24,645    4,443 
Investcorp India Acquisition Corp., Expires 06/28/2027, Strike Price $11.50   37,472    2,625 
Iris Acquisition Corp., Expires 03/05/2026, Strike Price $11.50   27,683    692 
Israel Acquisitions Corp., Expires 02/28/2028, Strike Price $11.50   8,683    641 
IX Acquisition Corp., Expires 11/24/2026, Strike Price $11.50   112    4 
Jaguar Global Growth Corp. I, Expires 02/11/2027, Strike Price $11.50   43,794    3,066 
Jaws Mustang Acquisition Corp., Expires 01/30/2026, Strike Price $11.50   19,820    513 
Jupiter Acquisition Corp., Expires 08/17/2028, Strike Price $11.50   1,531    54 
Kairous Acquisition Corp. ltd, Expires 09/15/2026, Strike Price $11.50   6,746    94 
Kernel Group Holdings, Inc., Expires 01/31/2027, Strike Price $11.50   1,326    66 
Keyarch Acquisition Corp., Expires 07/25/2028, Strike Price $11.50   24,350    731 
KnightSwan Acquisition Corp., Expires 07/21/2028, Strike Price $11.50   4,497    204 
LAMF Global Ventures Corp. I, Expires 04/04/2023, Strike Price $11.50   63,179    3,952 
LatAmGrowth SPAC, Expires 01/25/2028, Strike Price $11.50   37,849    1,892 
Liberty Resources Acquisition Corp., Expires 10/31/2028, Strike Price $11.50   22,928    802 
Lifezone Metals Ltd, Expires 07/05/2028, Strike Price $11.50   52,557    37,250 
LIV Capital Acquisition Corp. II, Expires 02/16/2027, Strike Price $11.50   43,759    1,238 
Metal Sky Star Acquisition Corp., Expires 04/01/2027, Strike Price $11.50   40,420    384 
Metals Acquisition Ltd, Expires 06/16/2028, Strike Price $11.50   8,612    16,708 

 

Annual Report | October 31, 2023 29

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Contracts   Fair Value 
Monterey Bio Acquisition Corp., Expires 06/07/2023, Strike Price $11.50   24,230   $727 
Mountain & Co. I Acquisition Corp., Expires 08/24/2023, Strike Price $11.50   62,660    4,167 
Nabors Energy Transition Corp., Expires 11/17/2026, Strike Price $11.50   87,846    13,836 
New Energy One Acquisition Corp. PLC, Expires 03/07/2027, Strike Price $11.50   222,976    60,979 
New Providence Acquisition Corp. II, Expires 12/31/2027, Strike Price $11.50   21,526    1,022 
Newcourt Acquisition Corp., Expires 04/12/2028, Strike Price $11.50   30,398    585 
Nogin Inc., Expires 08/26/2027 Strike Price $11.50   8,372    103 
NorthView Acquisition Corp., Expires 08/02/2027, Strike Price $11.50   19,197    447 
Nova Vision Acquisition Corp., Expires 12/31/2028, Strike Price $11.50   31,088    413 
Nubia Brand International Corp., Expires 11/16/2026, Strike Price $11.50   29,262    2,634 
Nvni Group Ltd, Expires 11/01/2028, Strike Price $11.50   15,665    1,293 
OmniLit Acquisition Corp., Expires 11/08/2026, Strike Price $11.50   31,515    2,047 
Onyx Acquisition Co. I, Expires 01/07/2023, Strike Price $11.50   24,790    645 
Oxus Acquisition Corp., Expires 01/27/2023, Strike Price $11.50   20,287    2,232 
Papaya Growth Opportunity Corp. I, Expires 12/31/2028, Strike Price $11.50   76,584    2,121 
Patria Latin American Opportunity Acquisition Corp., Expires 03/10/2027, Strike Price $11.50   46,145    1,684 
Pearl Holdings Acquisition Corp., Expires 12/15/2026, Strike Price $11.50   18,484    479 
PepperLime Health Acquisition Corp., Expires 03/28/2023, Strike Price $11.50   11,876    360 
Phoenix Biotech Acquisition Corp., Expires 09/01/2026, Strike Price $11.50   21,939    819 
Platinum Capital, Ltd., Expires 03/28/2024, Strike Price $11.50   42,880    245 
Pono Capital Three Inc, Expires 04/03/2028, Strike Price $11.50   11,690    512 
Pono Capital Two, Inc., Expires 09/23/2027, Strike Price $11.50   9,738    351 
Power & Digital Infrastructure Acquisition II Corp., Expires 12/14/2028, Strike Price $11.50   87,961    7,903 
PowerUp Acquisition Corp., Expires 02/18/2027, Strike Price $11.50   70,545    4,339 
PROOF Acquisition Corp. I, Expires 12/03/2028, Strike Price $11.50   20,757    1,274 
Prospector Capital Corp., Expires 01/01/2025, Strike Price $11.50   21,521    1,205 
RCF Acquisition Corp., Expires 04/25/2023, Strike Price $11.50   31,463    2,596 
Redwoods Acquisition Corp., Expires 03/15/2027, Strike Price $11.50   32,327    1,503 
Relativity Acquisition Corp., Expires 02/11/2027, Strike Price $11.50   45,142    4 
Revelstone Capital Acquisition Corp., Expires 05/24/2028, Strike Price $11.50   53    2 
RF Acquisition Corp., Expires 05/01/2028, Strike Price $11.50   19,704    398 
Rigel Resource Acquisition Corp., Expires 04/19/2023, Strike Price $11.50   31,854    4,315 
Roadzen Inc, Expires 11/30/2028, Strike Price $11.50   55,430    1,801 
Rose Hill Acquisition Corp., Expires 03/03/2023, Strike Price $11.50   41,528    737 
Ross Acquisition Corp. II, Expires 02/12/2026, Strike Price $11.50   28,225    1,376 
Screaming Eagle Acquisition Corp., Expires 12/15/2027, Strike Price $11.50   22,674    2,948 
Selina Hospitality PLC, Expires 10/25/2027, Strike Price $11.50   218,500    1,311 
ShoulderUp Technology Acquisition Corp., Expires 07/26/2023, Strike Price $11.50   94,845    3,173 
SHUAA Partners Acquisition Corp. I, Expires 03/02/2027, Strike Price $11.50   22,958    1,150 
Sizzle Acquisition Corp., Expires 03/12/2026, Strike Price $11.50   43,590    3,725 
SMX Security Matters PLC, Expires 03/07/2028, Strike Price $11.50   36,580    624 
Southport Acquisition Corp., Expires 05/24/2028, Strike Price $11.50   6,161    262 
Spectaire Holdings Inc, Expires 12/31/2028, Strike Price $11.50   58,258    2,831 
Spree Acquisition Corp. 1, Ltd., Expires 12/22/2028, Strike Price $11.50   20,337    518 
Spring Valley Acquisition Corp. II, Expires 02/25/2026, Strike Price $11.50   13,573    1,371 
SpringBig Holdings, Inc., Expires 06/14/2027, Strike Price $11.50   24,279    137 
Swiftmerge Acquisition Corp., Expires 06/17/2028, Strike Price $11.50   132    8 
Target Global Acquisition I Corp., Expires 12/31/2027, Strike Price $11.50   18,073    553 
Technology & Telecommunication Acquisition Corp., Expires 02/15/2027, Strike Price $11.50   52,993    2,014 
TKB Critical Technologies 1, Expires 01/08/2023, Strike Price $11.50   48,884    2,268 
TLGY Acquisition Corp., Expires 01/14/2028, Strike Price $11.50   68,311    2,131 
Transition SA, Expires 06/16/2026, Strike Price $11.50   33,822    5,010 
United Homes Group, Inc., Expires 01/28/2028, Strike Price $11.50   11,333    9,095 

 

30

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Contracts   Fair Value 
Valuence Merger Corp. I, Expires 03/01/2027, Strike Price $11.50   60,778   $1,045 
VAM Investments Spac BV, Expires 07/27/2026, Strike Price $11.50   12,639    1,939 
Verde Clean Fuels, Inc., Expires 12/31/2027, Strike Price $11.50   327    62 
Vision Sensing Acquisition Corp., Expires 03/24/2023, Strike Price $11.50   49,182    738 
Western Acquisition Ventures Corp., Expires 01/12/2027, Strike Price $11.50   29,980    1,574 
Yotta Acquisition Corp., Expires 03/15/2027, Strike Price $11.50   47,369    549 
Zapp Electric Vehicles Group L, Expires 03/03/2028, Strike Price $11.50   11,642    84 
ZyVersa Therapeutics Inc, Expires 12/20/2026, Strike Price $11.50   7,100    1 
           
TOTAL WARRANTS        478,695 
(Cost $2,111,816)          

 

   Contracts   Fair Value 
RIGHTS - 0.04%          
           
A SPAC I Acquisition Corp., Expires 4/17/2024(i)   2    - 
A SPAC II Acquisition Corp., Expires 12/31/2049   68,843    7,229 
Accretion Acquisition Corp., Expires 12/31/2049   37,215    2,978 
Agrinam Acquisition Corp., Expires 12/31/2049   19,798    990 
AIB Acquisition Corp., Expires 12/31/2049   41,417    3,342 
Alset Capital Acquisition Corp., Expires 12/31/2049   26,594    2,792 
Arisz Acquisition Corp., Expires 05/01/2023   34,348    3,126 
Aurora Technology Acquisition Corp., Expires 02/07/2028   63,578    7,629 
Bellevue Life Sciences Acquisition Corp., Expires 5/14/2024   14,638    2,349 
bleuacacia, Ltd., Expires 12/31/2049   201,609    8,568 
Blue World Acquisition Corp., Expires 12/31/2049   46,604    10,020 
Broad Capital Acquisition Corp., Expires 10/25/2022   53,360    8,284 
Clean Earth Acquisitions Corp., Expires 12/31/2049   99,120    10,898 
ClimateRock, Expires 06/01/2027   23,557    3,180 
Consilium Acquisition Corp. I, Ltd., Expires 06/01/2027   76,977    9,237 
Deep Medicine Acquisition Corp., Expires 12/09/2022   15,116    2,800 
Distoken Acquisition Corp., Expires 11/18/2024   5,841    1,017 
Financial Strategies Acquisition Corp., Expires 03/31/2028   9,493    2 
Fintech Ecosystem Development Corp., Expires 12/31/2028   54,704    6,395 
Global Blockchain Acquisition Corp., Expires 12/31/2049   40,470    8,094 
Globalink Investment, Inc., Expires 08/19/2023   4,837    508 
Inception Growth Acquisition, Ltd., Expires 05/08/2023   7,394    1,183 
Jaguar Global Growth Corp. I, Expires 12/31/2049   87,589    14,785 
Kairous Acquisition Corp. ltd, Expires 11/24/2023   13,555    1,571 
Keyarch Acquisition Corp., Expires 07/25/2028   16,489    1,468 
Mars Acquisition Corp., Expires 2/16/2024   10,247    2,356 
Metal Sky Star Acquisition Corp., Expires 12/31/2049   40,420    5,861 
Mountain Crest Acquisition Corp. V, Expires 12/31/2049   8,917    1,293 
NorthView Acquisition Corp., Expires 12/31/2049   38,482    5,099 
Redwoods Acquisition Corp., Expires 12/31/2049   32,327    3,598 
RF Acquisition Corp., Expires 12/31/2049   19,704    2,183 
Sagaliam Acquisition Corp., Expires 12/31/2049   84,310    10,547 
Spring Valley Acquisition Corp. II, Expires 1/17/2024   27,147    3,682 
Welsbach Technology Metals Acquisition Corp., Expires 12/31/2049   29,572    2,809 
Yotta Acquisition Corp., Expires 12/31/2049   29,452    2,359 
           
TOTAL RIGHTS        158,232 
(Cost $245,256)          

 

Annual Report | October 31, 2023 31

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Contracts   Fair Value 
OPTIONS - 0.31%          
Call Option Contracts - 0.01%          
           
The GEO Group, Inc., Expires 11/17/23, Strike Price $9.000   1,041   $39,038 
           
Put Option Contracts - 0.30%          
           
S&P 500 Index, Expires 01/19/24, Strike Price $4.040   2    13,720 
S&P 500 Index, Expires 01/19/24, Strike Price $4.085   4    31,800 
S&P 500 Index, Expires 01/19/24, Strike Price $4.090   78    629,850 
S&P 500 Index, Expires 01/19/24, Strike Price $4.110   24    206,760 
S&P 500 Index, Expires 01/19/24, Strike Price $4.120   18    160,290 
The GEO Group, Inc., Expires 01/19/24, Strike Price $6.000   1,680    16,800 
         1,059,220 
           
TOTAL OPTIONS        1,098,258 
(Premiums paid $1,371,262)          

 

   Shares   Fair Value 
SHORT TERM INVESTMENTS - 0.64%          
           
BNY Mellon U.S. Treasury Fund, 7 Day Yield 4.94%(g)   351,528    351,528 
JPMorgan US Treasury Plus Money Market Fund, 7 Day Yield 5.19%   1,897,639    1,897,639 
           
TOTAL SHORT TERM INVESTMENTS        2,249,167 
(Cost $2,249,167)          
           
Total Investments in securities - 83.73%        296,284,022 
(Cost $312,899,127)          
Other Assets in Excess of Liabilities - 16.27%        57,583,241 
           
NET ASSETS - 100.00%       $353,867,263 

 

Amounts above are shown as a percentage of net assets as of October 31, 2023.

 

SCHEDULE OF SECURITIES SOLD SHORT

 

   Principal Amount   Fair Value 
SOVEREIGN DEBT OBLIGATIONS - (47.61%)          
Sovereign - (47.61%)          
           
U.S. Treasury Bond, 3.380%, 05/15/2033   (9,087,000)   (8,024,957)
U.S. Treasury Bond, 3.880%, 08/15/2033   (47,979,000)   (44,103,199)
U.S. Treasury Bond, 3.630%, 09/30/2028   (117,538,000)   (116,360,328)
           
TOTAL SOVEREIGN DEBT OBLIGATIONS        (168,488,484)
(Proceeds $170,787,576)          

 

   Shares   Fair Value 
COMMON STOCK - (6.52%)          
Communications - (0.54%)          
           
Airbnb Inc.(f)   (567)   (67,070)
Alphabet, Inc.(f)   (256)   (31,764)
Delivery Hero SE(a)(f)   (5,530)   (139,495)
DoorDash Inc.(f)   (2,486)   (186,326)
Meta Platforms, Inc.(f)   (562)   (169,314)

 

32

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
NetEase Inc.   (2,396)  $(256,180)
Netflix, Inc.(f)   (85)   (34,994)
Pinterest Inc.(f)   (2,480)   (74,102)
ROBLOX Corp.   (5,900)   (187,679)
Spotify Technology SA.(f)   (1,488)   (245,163)
Uber Technologies Inc.(f)   (1,375)   (59,510)
Upwork Inc.(f)   (19,049)   (199,062)
Zillow Group Inc.(f)   (8,516)   (308,705)
         (1,959,364)
Consumer Discretionary - (0.68%)          
           
Alibaba Group Holding, Ltd.(f)   (37)   (3,054)
Amazon.com, Inc.(f)   (618)   (82,250)
Brembo SpA.(f)   (5,840)   (62,720)
Chegg Inc.   (14,927)   (112,400)
Cie Financiere Richemont SA   (776)   (91,194)
CTS Eventim AG & Co. KGaA   (378)   (22,758)
Ferrari N.V.(f)   (1,087)   (327,883)
JD.com Inc.(f)   (3,742)   (95,122)
MercadoLibre Inc.(f)   (639)   (792,832)
NIO Inc.(f)   (18,935)   (138,226)
Pinduoduo Inc.   (3,852)   (390,670)
Rivian Automotive, Inc.(f)   (911)   (14,776)
Sanlorenzo SpA/Ameglia   (8)   (284)
Tesla, Inc.(f)   (428)   (85,960)
Wayfair Inc.(f)   (3,110)   (132,516)
Zalando SE(a)(f)   (2,334)   (54,307)
         (2,406,952)
Consumer Staples - (0.11%)          
           
Heineken Holding NV   (2,528)   (192,056)
Heineken NV   (1,749)   (156,820)
HelloFresh SE(f)   (2,395)   (52,000)
         (400,876)
Electric-Generation - (0.00%)(d)          
           
Constellation Energy Corp.   (15)   (1,694)
           
Electric-Integrated - (0.07%)          
           
AES Corp.   (1,507)   (22,454)
Ameren Corp.   (169)   (12,795)
American Electric Power Co., Inc.   (298)   (22,511)
DTE Energy Co.   (649)   (62,551)
Duke Energy Corp.   (608)   (54,045)
NextEra Energy, Inc.   (918)   (53,519)
Xcel Energy, Inc.   (429)   (25,426)
         (253,301)
Electricity Networks - (0.03%)          
           
CenterPoint Energy, Inc.   (1,383)   (37,175)
Eversource Energy   (194)   (10,435)
PPL Corp.   (2,068)   (50,811)
         (98,421)

 

Annual Report | October 31, 2023 33

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Energy - (2.26%)          
           
Antero Midstream Corp.   (22,615)  $(279,069)
Archrock, Inc.   (2,988)   (37,858)
Chesapeake Energy Corp.   (817)   (70,327)
Civitas Resources, Inc.   (386)   (29,116)
ConocoPhillips   (489)   (58,093)
Denbury, Inc.(f)   (706)   (62,756)
DT Midstream, Inc.   (8,833)   (476,717)
Enbridge, Inc.   (9,217)   (295,369)
Energy Transfer LP   (67,115)   (882,562)
EnLink Midstream LLC   (15,453)   (189,917)
Enterprise Products Partners LP   (43,801)   (1,140,578)
Enviva, Inc.(f)   (1,138)   (4,120)
EQT Corp.   (1,158)   (49,076)
Exxon Mobil Corp.   (248)   (26,251)
Genesis Energy LP   (1,072)   (11,878)
Kinder Morgan, Inc.   (9,040)   (146,448)
Marathon Oil Corp.   (1,727)   (47,164)
MPLX LP   (17,554)   (632,646)
Neste Oyj   (2,333)   (78,278)
Occidental Petroleum Corp.   (508)   (31,399)
Pembina Pipeline Corp.   (3,934)   (121,077)
Pioneer Natural Resources Co.   (583)   (139,337)
Plains All American Pipeline LP   (23,149)   (350,707)
Plains GP Holdings LP   (34,856)   (546,542)
TC Energy Corp.   (14,786)   (509,233)
Western Midstream Partners LP   (8,228)   (220,757)
Williams Cos., Inc.   (45,217)   (1,555,465)
         (7,992,740)
Financials - (0.12%)          
           
BFF Bank SpA.(a)   (12,822)   (123,120)
Credicorp Ltd.(f)   (961)   (120,087)
Deutsche Boerse AG   (1,083)   (177,675)
Van Lanschot Kempen N.V.   (8)   (215)
         (421,097)
Health Care - (0.97%)          
           
10X Genomics Inc.(f)   (3,367)   (118,788)
Alnylam Pharmaceuticals, Inc.(f)   (5,010)   (760,518)
Bayer AG   (2,132)   (91,961)
Denali Therapeutics Inc.(f)   (556)   (10,469)
DexCom Inc.   (908)   (80,658)
Exact Sciences Corp.(f)   (6,763)   (416,533)
Genmab A/S   (376)   (106,077)
Illumina, Inc.   (121)   (13,240)
Merck & Co Inc.   (2,789)   (286,430)
Moderna, Inc.(f)   (835)   (63,427)
Novo Nordisk A/S   (6,106)   (586,038)
Novocure Ltd.(f)   (8,253)   (109,765)
PACIRA BIOSCIENCES INC.   (4,237)   (119,738)

 

34

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
Progyny Inc.(f)   (4,555)  $(140,567)
Recursion Pharmaceuticals Inc.(f)   (16,329)   (86,217)
Shockwave Medical Inc.(f)   (591)   (121,900)
STAAR Surgical Co.   (7,346)   (307,210)
         (3,419,536)
Industrials - (0.30%)          
           
Aalberts Industries NV.(f)   (5,551)   (172,799)
Aerovironment Inc.(f)   (312)   (35,774)
Arcadis NV.   (127)   (5,364)
Axon Enterprise, Inc.(f)   (1,884)   (385,259)
Bravida Holding AB(a)   (3,360)   (20,980)
Deere & Co.   (261)   (95,359)
Generac Holdings, Inc.   (109)   (9,164)
Hexpol AB.(f)   (4,048)   (35,793)
Interpump Group SpA   (1,239)   (51,653)
Prysmian SpA(f)   (1,992)   (74,382)
TKH Group NV   (1,725)   (62,934)
Trelleborg AB   (2,535)   (63,952)
Watsco Inc.   (110)   (38,378)
         (1,051,791)
Renewable Energy Generation - (0.02%)          
           
Atlantica Sustainable Infrastructure PLC   (81)   (1,467)
NextEra Energy Partners LP   (1,951)   (52,814)
         (54,281)
Technology - (1.42%)          
           
Advanced Micro Devices, Inc.(f)   (84)   (8,274)
Adyen NV(a)(f)   (75)   (50,305)
Analog Devices Inc.   (313)   (49,244)
Appian Corp.(f)   (264)   (10,417)
Apple, Inc.   (97)   (16,565)
Arista Networks Inc.(f)   (402)   (80,549)
ASML Holding NV   (970)   (580,200)
BE Semiconductor Industries NV   (1,112)   (114,484)
Blackline Inc.(f)   (815)   (40,017)
CentralNic Group PLC.(f)   (9)   (14)
Cloudflare, Inc.(f)   (4,206)   (238,438)
CoStar Group Inc.(f)   (2,236)   (164,145)
Crowdstrike Holdings Inc.(f)   (473)   (83,612)
Datadog Inc.(f)   (1,033)   (84,159)
Descartes Systems Group, Inc.   (313)   (22,623)
Doximity Inc.(f)   (4,288)   (87,604)
Duolingo Inc.(f)   (1,314)   (191,910)
Fabrinet.(f)   (51)   (7,905)
HashiCorp Inc.   (5,297)   (104,298)
HubSpot, Inc.   (16)   (6,780)
Infineon Technologies AG   (3,491)   (101,617)
Infosys Ltd.   (8,959)   (147,107)
KLA CORP.   (151)   (70,925)
MarketAxess Holdings, Inc.   (1,305)   (278,944)

 

Annual Report | October 31, 2023 35

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

   Shares   Fair Value 
MasterCard Inc.   (152)  $(57,205)
Melexis NV   (2,272)   (166,718)
Microsoft Corp.   (55)   (18,596)
MongoDB Inc.(f)   (83)   (28,601)
Monolithic Power Systems Inc.   (120)   (53,009)
NVIDIA Corp.   (244)   (99,503)
ON Semiconductor Corp.   (464)   (29,065)
Palo Alto Networks, Inc.   (43)   (10,450)
Pegasystems Inc.   (933)   (39,876)
QUALCOMM Inc.   (468)   (51,007)
Relx Plc   (9,362)   (326,004)
Salesforce Inc.(f)   (239)   (47,998)
ServiceNow, Inc.(f)   (9)   (5,237)
Shopify Inc.(f)   (5,268)   (248,534)
Snowflake Inc.   (1,913)   (277,634)
SPS Commerce Inc.(f)   (318)   (50,988)
Super Micro Computer, Inc.(f)   (1,124)   (269,164)
Taiwan Semiconductor Manufacturing Co., Ltd.   (4,546)   (392,365)
Varonis Systems Inc.   (1,416)   (47,634)
Visa Inc.   (236)   (55,484)
Workday, Inc.(f)   (985)   (208,534)
         (5,023,742)
           
TOTAL COMMON STOCK        (23,083,795)
(Proceeds $25,556,879)          

 

   Shares   Fair Value 
EXCHANGE TRADED FUNDS - (4.54%)          
           
ProShares Bitcoin Strategy ETF(f)   (913,348)   (16,065,791)
           
TOTAL EXCHANGE TRADED FUNDS        (16,065,791)
(Proceeds $15,997,985)          

 

   Shares   Fair Value 
PREFERRED STOCK - (0.01%)          
Materials - (0.01%)          
           
Fuchs Petrolub SE(f)   (1,103)   (44,723)
           
TOTAL PREFERRED STOCK        (44,723)
(Proceeds $46,964)          
           
Total Securities Sold Short - (58.69%)        (207,682,793)
(Proceeds $212,389,404)          

 

(a)Security exempt from registration under Rule 144A of the Securities Act of 1933 (the "Securities Act"). Total market value of Rule 144A securities amounts to $21,458,173, which represented approximately 6.06% of net assets as of October 31, 2023. Such securities may normally be sold to qualified institutional buyers in transactions exempt from registration.
(b)Security is in default as of year-end and is therefore non-income producing.
(c)Level 3 assets valued using significant unobservable inputs as a result of unavailable quoted prices from an active market or the unavailability of other significant observable inputs.
(d)Amount represents less than 0.005% of net assets.

 

36

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

(e)Securities were originally issued pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration. Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. As of October 31, 2023, the aggregate market value of those securities was $15,063,353, which represents approximately 4.27% of net assets.
(f)Non-income producing security.
(g)A portion or all of the security is owned by BRW SPV I, a wholly-owned subsidiary of the Fund.
(h)The security is a floating rate note which has an annual interest rate, reset monthly, that is calculated by taking the product of a leverage multiplier and (USISDA30 - USISDA02). At October 31, 2023, the current coupon rate for these notes is 0%.
(i)On October 31, 2023 the value of these investments amounted to $0, representing 0.0% of the net assets of the Fund.

 

Investment Abbreviations:

ESTRON - Euro Short-Term Rate

LIBOR - London Interbank Offered Rate

OBFR - United States Overnight Bank Funding Rate

RBACOR - RBA Interbank Overnight Cash Rate

SOFR - Secured Overnight Financing Rate

SONIA - Sterling Over Night Index Average

 

Reference Rates:

ESTRON - Euro Short-Term Rate as of October 31, 2023 was 3.88%

OBFR - United States Overnight Bank Funding Rate as of October 31, 2023 was 5.32%

RBACOR - RBA Interbank Overnight Cash Rate as of October 31, 2023 was 4.07%

SOFR - Secured Overnight Financing Rate as of October 31, 2023 was 5.35%

TSFR1M - CME Term SOFR 1 Month as of October 31, 2023 was 5.32%.

TSFR3M - CME Term SOFR 3 Month as of October 31, 2023 was 5.38%

SONIA - Sterling Overnight Index Average as of October 31, 2023 was 5.19%

PRIME - US Prime Rate as of October 31, 2023 was 8.5%

 

Counterparty Abbreviations:

JPM - JPMorgan Chase Bank, N.A.

GSI - Goldman Sachs International

MSCS - Morgan Stanley Capital Services

BARC - Barclays Bank PLC

MSCO – Morgan Stanley & Company

 

SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE) CONTRACTS

 

   Cost   Fair Value 
AEYE Health Inc.(a)(b)  $1,000,000   $1,062,333 
Quantalx Neuroscience Ltd.(a)(b)   3,000,000    3,046,419 
Real View Imaging Ltd.(a)(b)   2,000,000    2,320,563 
   $6,000,000   $6,429,315 

 

(a)Level 3 assets valued using significant unobservable inputs as a result of unavailable quoted prices from an active market or the unavailability of other significant observable inputs.
(b)Non-income producing security.

 

FORWARD FOREIGN CURRENCY CONTRACTS

 

Counterparty  Settlement Date  Fund Receiving  Value   Fund Delivering  Cost   Unrealized Appreciation 
JPM  11/6/2023  USD  $364,306   CAD  $360,573   $3,733 
JPM  11/6/2023  USD   23,455,050   GBP   23,397,916    57,134 
                      $60,867 

 

Annual Report | October 31, 2023 37

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

FORWARD FOREIGN CURRENCY CONTRACTS

 

Counterparty  Settlement Date  Fund Receiving  Value   Fund Delivering  Cost   Unrealized Depreciation 
JPM  11/6/2023  AUD  $634,438   USD  $634,991   $(553)
JPM  11/6/2023  EUR   3,968,500   USD   3,973,635    (5,135)
JPM  11/6/2023  GBP   11,668,571   USD   11,690,766    (22,195)
JPM  11/6/2023  USD   24,128,711   AUD   24,140,381    (11,670)
JPM  11/6/2023  USD   7,686,213   EUR   7,725,347    (39,134)
                      $(78,687)
                      $(17,820)

 

FUTURES CONTRACTS

 

Description  Number of Contracts  Maturity Date  Notional Amount   Unrealized Appreciation/ (Depreciation) 
Long Position Contracts                
CBOE VIX FUTURE Nov23  212  11/30/2023  $3,651,181   $191,700 
CBOE VIX FUTURE Dec23  191  12/31/2023   3,501,121    51,593 
CBOE VIX FUTURE Jan24  12  1/17/2024   254,345    (17,954)
              $225,339 
Short Position Contracts                
NASDAQ 100 E-MINI Dec23  (40)  12/31/2023   12,396,051    803,851 
              $803,851 
              $1,029,190 

 

TO-BE-ANNOUNCED (TBA) MORTGAGE-BACKED SECURITIES (MBS) FORWARD CONTRACTS

 

Counterparty  Description  Maturity Date  Notional Amount   Net Unrealized Depreciation 
MSCO  FNCL 5.5 11/23  11/5/2023   264,602,000   $(2,397,950)
MSCO  FNCL 6 11/23  11/6/2023   105,628,000    (232,694)
              $(2,630,644)

 

SINGLE NAME CREDIT DEFAULT SWAP CONTRACTS (CENTRALLY CLEARED)

 

Buy/Sell Protection(a)  Reference Obligations  Annual Payment Rate Received (Paid)  Currency  Maturity Date  Notional Amount(b)   Value   Upfront Premiums Received/(Paid)   Unrealized Appreciation/ (Depreciation) 
Buy  R.R. Donnelley & Sons Company  (5.00)%  USD  12/20/2026   7,494,000   $(281,377)  $591,764   $310,387 
Buy  R.R. Donnelley & Sons Company  (5.00)%  USD  6/20/2028   2,434,000    (73,784)   153,219    79,435 
Buy  Transocean Inc.  (1.00)%  USD  6/20/2027   1,632,000    194,805    (135,500)   59,305 
                    $(160,356)  $609,483   $449,127 

 

38

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

INDEX CREDIT DEFAULT SWAP CONTRACTS (CENTRALLY CLEARED)

 

Buy/Sell Protection(a)  Reference Obligations  Annual Payment Rate Received (Paid) Currency  Maturity Date  Notional Amount(b)   Value   Upfront Premiums Received/(Paid)   Unrealized Appreciation/ (Depreciation) 
Buy  Markit CDX High Yield Index, Series 41  (5.00)% USD  12/20/2028   276,983,000   $229,527   $(2,331,921)  $(2,102,394)
Buy  Markit iTraxx Europe Subordinated Financials Index, Series 39  (5.00)% USD  6/20/2028   45,000,000    1,252,800    (2,626,045)   (1,373,245)
                    $1,482,327   $(4,957,966)  $(3,475,639)

 

SINGLE NAME CREDIT DEFAULT SWAP CONTRACTS (OVER THE COUNTER)

 

Buy/Sell Protection(a)  Counterparty  Reference Obligations  Annual Payment Rate Received (Paid)  Currency  Maturity Date  Notional Amount(b)   Value   Upfront Premiums Received/(Paid)   Unrealized Appreciation/ (Depreciation) 
Sell  GSI  AT&T Inc.  1.00%  USD  6/20/2024   15,847,000   $64,178   $(61,802)  $2,376 
Sell  BARC  AT&T Inc.  1.00%  USD  6/20/2025   2,249,000    12,311    (11,224)   1,087 
Sell  GSI  Bristol-Myers Squibb Company  1.00%  USD  12/20/2027   10,000,000    263,274    (268,823)   (5,549)
Sell  MSCS  Bristol-Myers Squibb Company  1.00%  USD  12/20/2027   10,000,000    263,274    (257,109)   6,165 
Sell  MSCS  Bristol-Myers Squibb Company  1.00%  USD  6/20/2028   17,365,000    468,980    (510,546)   (41,566)
Sell  GSI  British American Tobacco p.l.c.  1.00%  GBP  12/20/2027   2,381,000    29,940    (10,976)   18,964 
Buy  GSI  CommScope, Inc.  (5.00)%  USD  12/20/2028   1,650,000    908,570    (523,215)   385,355 
Sell  GSI  Danone  1.00%  EUR  12/20/2027   5,739,000    151,644    (107,323)   44,321 
Sell  MSCS  Danone  1.00%  EUR  12/20/2027   1,264,000    33,399    (28,008)   5,391 
Sell  JPM  Danone  1.00%  EUR  12/20/2027   6,169,000    163,006    (142,740)   20,266 
Sell  GSI  International Business Machines Corporation  1.00%  USD  12/20/2027   20,642,000    460,451    (395,100)   65,351 
Sell  GSI  International Business Machines Corporation  1.00%  USD  6/20/2027   1,000    21    (19)   2 
Sell  BARC  International Business Machines Corporation  1.00%  USD  12/20/2027   10,000,000    223,065    (202,764)   20,301 
Sell  BARC  International Business Machines Corporation  1.00%  USD  12/20/2028   3,675,000    82,654    (81,859)   795 
Sell  BARC  NextEra Energy Capital Holdings, Inc.  1.00%  USD  6/20/2028   4,306,000    23,100    (22,659)   441 
Sell  GSI  Pfizer Inc.  1.00%  USD  12/20/2027   9,152,000    246,286    (220,125)   26,161 
Sell  MSCS  Pfizer Inc.  1.00%  USD  12/20/2027   7,325,000    197,799    (178,314)   19,485 
Sell  GSI  Pfizer, Inc.  1.00%  USD  12/20/2028   16,839,000    483,626    (466,895)   16,731 
Buy  BARC  R.R. Donnelley & Sons Company  (5.00)%  USD  12/20/2027   1,628,000    (55,215)   222,929    167,714 
Sell  GSI  Target Corporation  1.00%  USD  12/20/2027   10,000,000    220,586    (194,677)   25,909 
Sell  MSCS  Target Corporation  1.00%  USD  12/20/2027   6,078,000    134,072    (127,883)   6,189 
Sell  JPM  Target Corporation  1.00%  USD  12/20/2027   1,110,000    24,485    (21,123)   3,362 
Sell  GSI  The Home Depot, Inc.  1.00%  USD  12/20/2027   5,887,000    167,004    (154,684)   12,320 
Sell  MSCS  The Home Depot, Inc.  1.00%  USD  12/20/2028   645,000    19,905    (20,994)   (1,089)
Sell  GSI  The Procter & Gamble Company  1.00%  USD  12/20/2027   21,532,000    603,380    (545,195)   58,185 
Sell  MSCS  The Sherwin-Williams Company  1.00%  USD  12/20/2027   2,039,000    32,204    (4,375)   27,829 
Sell  MSCS  The Southern Company  1.00%  USD  6/20/2026   847,000    13,574    (14,141)   (567)
Buy  GSI  Transocean Inc.  (1.00)%  USD  6/20/2027   1,487,000    177,496    (122,678)   54,818 
Buy  BARC  Transocean Inc.  (1.00)%  USD  6/20/2027   453,000    54,071    (47,565)   6,506 
Buy  BARC  Unisys Corporation  (5.00)%  USD  6/20/2028   286,000    35,491    (38,292)   (2,801)
Sell  MSCS  UnitedHealth Group Incorporated  1.00%  USD  12/20/2027   16,084,000    403,556    (353,749)   49,807 
Sell  MSCS  Verizon Communications Inc.  1.00%  USD  6/20/2028   3,181,000    2,389    (2,900)   (511)
Sell  MSCS  Verizon Communications Inc.  1.00%  USD  12/20/2027   7,000,000    22,307    4,885    27,192 
                        $5,930,883   $(4,909,943)  $1,020,940 

 

Annual Report | October 31, 2023 39

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

(a)If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
(b)The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. Notional amounts are presented in the currency indicated in the table.

 

TOTAL RETURN SWAP CONTRACTS(a)

 

Counterparty  Reference Obligations  Currency  Notional Amount(b)   Termination Date  Financing Rate Index  Financing Rate Spread Paid/(Received) by Fund  Value   Unrealized Appreciation/ (Depreciation) 
JPM  4imprint Group PLC  GBP   (406,477)  10/31/2024  SONIA  (40) bps  $(416,432)  $(9,955)
JPM  Aberdeen Diversified Income and Growth Trust  GBP   87,794   10/31/2024  SONIA  40 bps   90,588    2,794 
JPM  Aberdeen New India Investment Trust PLC  GBP   587,356   10/31/2024  SONIA  40 bps   591,521    4,165 
JPM  Aberforth Smaller Companies Trust PLC  GBP   2,158,769   10/31/2024  SONIA  40 bps   2,177,805    19,036 
JPM  Abrdn UK Smaller Cos Growth Trust PLC  GBP   1,837,198   10/31/2024  SONIA  40 bps   1,869,472    32,274 
JPM  Alpha Financial Markets Consulting PLC  GBP   (4,759)  10/31/2024  SONIA  (40) bps   (5,168)   (409)
JPM  Alten SA  EUR   (35,015)  10/31/2024  ESTRON  (40) bps   (35,919)   (904)
JPM  Auction Technology Group PLC  GBP   (2,478)  10/31/2024  SONIA  (40) bps   (2,482)   (4)
JPM  Baillie Gifford European Growth Trust PLC  GBP   374,897   10/31/2024  SONIA  40 bps   380,862    5,965 
JPM  Baillie Gifford UK Growth Trust PLC  GBP   3,542,556   10/31/2024  SONIA  40 bps   3,584,967    42,411 
JPM  Baillie Gifford US Growth Trust PLC  GBP   6,261,190   10/31/2024  SONIA  40 bps   6,325,644    64,454 
JPM  Baker Steel Resources Trust, Ltd.  GBP   144,639   10/31/2024  SONIA  40 bps   144,639    - 
JPM  Balfour Beatty PLC  GBP   (57,873)  10/31/2024  SONIA  (40) bps   (59,808)   (1,935)
JPM  Barings Emerging EMEA Opportunities PLC  GBP   198,270   10/31/2024  SONIA  40 bps   199,638    1,368 
JPM  Bellway PLC  GBP   (4,140)  10/31/2024  SONIA  (40) bps   (4,213)   (73)
JPM  Big Technologies PLC  GBP   (1,379)  10/31/2024  SONIA  (40) bps   (1,306)   73 
JPM  BioMerieux  EUR   (156,511)  10/31/2024  ESTRON  (40) bps   (160,012)   (3,501)
JPM  BlackRock Smaller Companies Trust PLC  GBP   2,299,099   10/31/2024  SONIA  40 bps   2,327,040    27,941 
JPM  Bloomsbury Publishing PLC  GBP   (28)  10/31/2024  SONIA  (40) bps   (29)   (1)
JPM  Brown Advisory US Smaller Companies PLC  GBP   154,685   10/31/2024  SONIA  40 bps   154,685    - 
JPM  Bytes Technology Group PLC  GBP   (67,071)  10/31/2024  SONIA  (40) bps   (68,236)   (1,165)
JPM  Card Factory PLC  GBP   (608)  10/31/2024  SONIA  (40) bps   (633)   (25)
JPM  Central Asia Metals PLC  GBP   (2,314)  10/31/2024  SONIA  (40) bps   (2,278)   36 
JPM  Chemring Group PLC  GBP   (179,962)  10/31/2024  SONIA  (40) bps   (180,608)   (646)
JPM  Clarkson PLC  GBP   (20,187)  10/31/2024  SONIA  (40) bps   (20,736)   (549)
JPM  Computacenter PLC  GBP   (68,618)  10/31/2024  SONIA  (40) bps   (70,205)   (1,587)
JPM  Conduit Holdings, Ltd.  GBP   (12,448)  10/31/2024  SONIA  (40) bps   (12,606)   (158)
JPM  CQS Natural Resources Growth and Income PLC  GBP   361,924   10/31/2024  SONIA  40 bps   366,325    4,401 
JPM  Crest Nicholson Holdings PLC  GBP   (37,498)  10/31/2024  SONIA  (40) bps   (37,451)   47 
JPM  CVS Group PLC  GBP   (39,755)  10/31/2024  SONIA  (40) bps   (41,044)   (1,289)
JPM  Dassault Systemes SE  EUR   (186,678)  10/31/2024  ESTRON  (40) bps   (191,387)   (4,709)
JPM  Diploma PLC  GBP   (323,206)  10/31/2024  SONIA  (40) bps   (326,191)   (2,985)
JPM  DiscoverIE Group PLC  GBP   (3,768)  10/31/2024  SONIA  (40) bps   (3,862)   (94)
JPM  Dunelm Group PLC  GBP   (227,619)  10/31/2024  SONIA  (40) bps   (227,969)   (350)

 

40

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

TOTAL RETURN SWAP CONTRACTS(a)

 

Counterparty  Reference Obligations  Currency  Notional Amount(b)   Termination Date  Financing Rate Index  Financing Rate Spread Paid/(Received) by Fund  Value   Unrealized Appreciation/ (Depreciation) 
JPM  Edenred  EUR   (146,582)  10/31/2024  ESTRON  (40) bps  $(147,729)  $(1,147)
JPM  Edinburgh Worldwide Investment Trust PLC  GBP   12,601,785   10/31/2024  SONIA  40 bps   12,848,879    247,094 
JPM  Elis SA  EUR   (59,981)  10/31/2024  ESTRON  (40) bps   (60,254)   (273)
JPM  Ergomed PLC  GBP   (43,111)  10/31/2024  SONIA  (40) bps   (43,111)   - 
JPM  Esker SA  EUR   (3,857)  10/31/2024  ESTRON  (40) bps   (3,800)   57 
JPM  European Smaller Companies  GBP   3,978,186   10/31/2024  SONIA  40 bps   4,051,314    73,128 
JPM  Experian PLC  GBP   (82,384)  10/31/2024  SONIA  (40) bps   (85,865)   (3,481)
JPM  Fidelity Emerging Markets, Ltd.  GBP   8,151,587   10/31/2024  SONIA  40 bps   8,162,970    11,383 
JPM  Future PLC  GBP   (50,750)  10/31/2024  SONIA  (40) bps   (53,280)   (2,530)
JPM  Games Workshop Group PLC  GBP   (111,921)  10/31/2024  SONIA  (40) bps   (111,864)   57 
JPM  Gamma Communications PLC  GBP   (2,909)  10/31/2024  SONIA  (40) bps   (3,000)   (91)
JPM  Genus PLC  GBP   (179,796)  10/31/2024  SONIA  (40) bps   (182,528)   (2,732)
JPM  Grafton Group PLC  GBP   (106,849)  10/31/2024  SONIA  (75) bps   (108,026)   (1,177)
JPM  Grifols SA  EUR   (128,406)  10/31/2024  ESTRON  (40) bps   (134,042)   (5,636)
JPM  Henderson EuroTrust PLC  GBP   1,116,603   10/31/2024  SONIA  40 bps   1,134,541    17,938 
JPM  Henderson Opportunities Trust PLC  GBP   172,912   10/31/2024  SONIA  40 bps   174,527    1,615 
JPM  Henderson Smaller Companies Inv Trust PLC  GBP   210,136   10/31/2024  SONIA  40 bps   216,817    6,681 
JPM  Herald Investment Trust PLC  GBP   3,899,467   10/31/2024  SONIA  40 bps   3,943,446    43,979 
JPM  Hollywood Bowl Group PLC  GBP   (243)  10/31/2024  SONIA  (40) bps   (243)   - 
JPM  Hunting PLC  GBP   (12,972)  10/31/2024  SONIA  (40) bps   (13,223)   (251)
JPM  IMI PLC  GBP   (94,968)  10/31/2024  SONIA  (40) bps   (96,083)   (1,115)
JPM  Impax Asset Management Group PLC  GBP   (3,239)  10/31/2024  SONIA  (40) bps   (3,299)   (60)
JPM  Inchcape PLC  GBP   (88,955)  10/31/2024  SONIA  (40) bps   (88,955)   - 
JPM  Intermediate Capital Group PLC  GBP   (184,798)  10/31/2024  SONIA  (40) bps   (185,795)   (997)
JPM  Invesco Select Trust PLC  GBP   26,892   10/31/2024  SONIA  40 bps   26,937    45 
JPM  IPSOS  EUR   (49,152)  10/31/2024  ESTRON  (40) bps   (49,980)   (828)
JPM  JPMorgan European Discovery Trust PLC  GBP   29,167,580   10/31/2024  SONIA  40 bps   29,414,415    246,835 
JPM  JPMorgan Mid Cap Investment Trust PLC  GBP   2,197,838   10/31/2024  SONIA  40 bps   2,223,165    25,327 
JPM  JPMorgan UK Smaller Companies Inv Trust PLC  GBP   221,530   10/31/2024  SONIA  40 bps   227,309    5,779 
JPM  Kainos Group PLC  GBP   (15,176)  10/31/2024  SONIA  (40) bps   (15,437)   (261)
JPM  Kering SA  EUR   (148,922)  10/31/2024  ESTRON  (40) bps   (148,805)   117 
JPM  Keystone Positive Change Investment Trust PLC  GBP   2,226,471   10/31/2024  SONIA  40 bps   2,250,738    24,267 
JPM  Magellan Global Fund/Close Class  AUD   356,217   10/31/2024  RBACOR  45 bps   356,217    - 
JPM  Man Group PLC  GBP   (137,374)  10/31/2024  SONIA  (40) bps   (137,061)   313 
JPM  Mercantile Investment Trust PLC  GBP   8,295,585   10/31/2024  SONIA  40 bps   8,499,956    204,371 
JPM  MFF Capital Investments, Ltd.  AUD   634,412   10/31/2024  RBACOR  45 bps   629,781    (4,631)
JPM  Middlefield Canadian Income PC  GBP   1,486   10/31/2024  SONIA  40 bps   1,492    6 
JPM  Morgan Advanced Materials PLC  GBP   (876)  10/31/2024  SONIA  (40) bps   (902)   (26)
JPM  Morgan Sindall Group PLC  GBP   (12,101)  10/31/2024  SONIA  (40) bps   (12,271)   (170)
JPM  NB Global Corporate Income Trust  AUD   384,177   10/31/2024  RBACOR  45 bps   374,742    (9,435)
JPM  Next Fifteen Communications  GBP   (172)  10/31/2024  SONIA  (40) bps   (169)   3 
JPM  Ocado Group PLC  GBP   (156,634)  10/31/2024  SONIA  (40) bps   (150,956)   5,678 
JPM  Oxford Instruments PLC  GBP   (250,219)  10/31/2024  SONIA  (40) bps   (261,843)   (11,624)

 

Annual Report | October 31, 2023 41

   

 

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments
  October 31, 2023

 

TOTAL RETURN SWAP CONTRACTS(a)

 

Counterparty  Reference Obligations  Currency  Notional Amount(b)   Termination Date  Financing Rate Index  Financing Rate Spread Paid/(Received) by Fund  Value   Unrealized Appreciation/ (Depreciation) 
JPM  Oxford Nanopore Technologies PLC  GBP   (170,920)  10/31/2024  SONIA  (40) bps  $(167,304)  $3,616 
JPM  Pagegroup PLC  GBP   (318)  10/31/2024  SONIA  (40) bps   (324)   (6)
JPM  Pengana International Equities, Ltd.  AUD   179,660   10/31/2024  RBACOR  45 bps   182,410    2,750 
JPM  Polar Capital Technology Trust PLC  GBP   4,790,794   10/31/2024  SONIA  40 bps   4,858,748    67,954 
JPM  Polestar Automotive Holding UK PLC  USD   (1,400,970)  10/31/2024  OBFR  (700) bps   (1,421,880)   (20,910)
JPM  QinetiQ Group PLC  GBP   (211,258)  10/31/2024  SONIA  (40) bps   (213,842)   (2,584)
JPM  Reach PLC  GBP   (74)  10/31/2024  SONIA  (40) bps   (75)   (1)
JPM  Redrow PLC  GBP   (3,979)  10/31/2024  SONIA  (40) bps   (4,034)   (55)
JPM  River & Mercantile UK Micro Cap Inv Co Ltd  GBP   783,331   10/31/2024  SONIA  40 bps   777,634    (5,697)
JPM  Samsung Electronics Co., Ltd.  USD   (75,665)  10/31/2024  OBFR  (40) bps   (76,006)   (341)
JPM  Schiehallion Fund, Ltd.  USD   44,274   10/31/2024  OBFR  40 bps   41,507    (2,767)
JPM  Schroder UK Mid Cap Fund PLC  GBP   263,098   10/31/2024  SONIA  40 bps   270,740    7,642 
JPM  Schroders Capital Global  GBP   12,452   10/31/2024  SONIA  40 bps   12,782    330 
JPM  Scottish Mortgage Investment Trust PLC  GBP   11,292,385   10/31/2024  SONIA  40 bps   11,281,845    (10,540)
JPM  SEB SA  EUR   (3,049)  10/31/2024  ESTRON  (40) bps   (3,055)   (6)
JPM  Senior PLC  GBP   (1,405)  10/31/2024  SONIA  (40) bps   (1,418)   (13)
JPM  Soitec  EUR   (99,026)  10/31/2024  ESTRON  (40) bps   (100,348)   (1,322)
JPM  Spie SA  EUR   (59,892)  10/31/2024  ESTRON  (40) bps   (60,872)   (980)
JPM  SSP Group PLC  GBP   (103)  10/31/2024  SONIA  (40) bps   (103)   - 
JPM  Telecom Plus PLC  GBP   (44,587)  10/31/2024  SONIA  (40) bps   (46,203)   (1,616)
JPM  Templeton EM Investment Trust PLC  GBP   2,480,783   10/31/2024  SONIA  40 bps   2,473,854    (6,929)
JPM  Verallia SA  EUR   (53,364)  10/31/2024  ESTRON  (40) bps   (53,538)   (174)
JPM  Vesuvius PLC  GBP   (21,687)  10/31/2024  SONIA  (40) bps   (21,719)   (32)
JPM  VGI Partners Global Investments, Ltd.  AUD   464,610   10/31/2024  RBACOR  45 bps   469,063    4,453 
JPM  WAM Global, Ltd.  AUD   304,265   10/31/2024  RBACOR  45 bps   305,946    1,681 
JPM  Watches of Switzerland Group PLC  GBP   (108,775)  10/31/2024  SONIA  (40) bps   (108,343)   432 
JPM  WH Smith PLC  GBP   (7,374)  10/31/2024  SONIA  (40) bps   (7,318)   56 
JPM  Wise PLC  GBP   (17,862)  10/31/2024  SONIA  (40) bps   (18,251)   (389)
JPM  Workspace Group PLC  GBP   (107)  10/31/2024  SONIA  (40) bps   (111)   (4)
                       $107,153,121   $1,077,382 

 

All Reference Obligations shown above for Total Return Swap Contracts are closed end funds and common stock.

 

(a)The Fund receives monthly payments based on any positive monthly return of the Reference Obligation. The Fund makes payments on any negative monthly return of such Reference Obligation
(b)Notional amounts are presented in USD equivalent.

 

42
   

 

Saba Capital Income

& Opportunities Fund

Consolidated Statement of Assets and Liabilities
  October 31, 2023

 

ASSETS:    
Investments in securities, at fair value (cost $312,899,127)  $296,284,022 
Cash   4,231,218 
Foreign currency, at fair value (cost $7,130,914)   7,061,084 
Receivables:     
Investment securities sold   11,544,964 
Collateral posted to Clearing House for centrally cleared derivatives   12,161,367 
Collateral posted to Secured Party under Tri-Party Arrangement for OTC derivatives   68,490,602 
Collateral posted to Secured Party under Tri-Party Arrangement for Loan Facility   666,034 
Collateral posted to Secured Party under Tri-Party Arrangement for securities sold short   231,523,667 
Dividend   135,756 
Interest   1,183,050 
Simple agreement for future equity contracts, at fair value (cost $6,000,000)   6,429,315 
Unrealized appreciation on forward foreign currency contracts   60,867 
Unrealized appreciation on futures contracts   1,047,144 
Centrally cleared credit default swaps, at fair value (net upfront fees paid of $5,093,466)   1,677,132 
Over the counter credit default swaps, at fair value (net upfront fees paid of $5,132,872)   5,986,098 
Unrealized appreciation on total return swap contracts   1,208,552 
Prepaid expenses   280,847 
Total Assets   649,971,719 
      
LIABILITIES:     
Securities sold short, at fair value (proceeds $212,389,404)   207,682,793 
Foreign currency overdraft, at fair value (proceeds $6,581,254)   6,571,524 
Unrealized depreciation on TBA MBS forward contracts   2,630,644 
Payables:     
Notes payable (Note 7)   52,900,000 
Payable for investment securities purchased   22,611,671 
Accrued interest payable   1,818,818 
Payable for investment management fees   362,039 
Payable for trustees fees   3,620 
Unrealized depreciation on forward foreign currency contracts   78,687 
Unrealized depreciation on futures contracts   17,954 
Centrally cleared credit default swaps, at fair value (net upfront fees received of $744,983)   355,161 
Over the counter credit default swaps, at fair value (net upfront fees received of $222,929)   55,215 
Unrealized depreciation on total return swap contracts   131,170 
Other accrued expenses   885,160 
Total Liabilities   296,104,456 
Net Assets  $353,867,263 
      
COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES:     
NET ASSETS WERE COMPRISED OF:     
Paid-in capital   526,384,074 
Total distributable loss   (172,516,811)
NET ASSETS  $353,867,263 
Net assets value per common share outstanding (net assets divided by 42,529,493 shares of beneficial interest authorized and outstanding, no par value)  $8.32 

 

43

   

 

Saba Capital Income

& Opportunities Fund

Consolidated Statement of Operations
  For the Year Ended October 31, 2023

 

INVESTMENT INCOME:    
Interest  $18,799,134 
Dividend (net of withholding taxes of $24,722)   5,711,255 
Other income   104,689 
Total Investment Income   24,615,078 
      
EXPENSES:     
Interest expense   8,471,630 
Investment management fees (Note 4)   4,797,121 
Dividend expense   2,642,740 
Professional fees   546,478 
Custodian fees   215,639 
Fund administration fees   194,882 
Registration and filing fees   184,182 
Insurance expense   88,647 
Trustees fees   63,750 
Transfer agent fees   45,174 
Miscellaneous expenses   120,763 
Total Expenses   17,371,006 
Waived and reimbursed fees (Note 5)   (450,898)
Net expenses   16,920,108 
Net Investment Income   7,694,970 
      
NET REALIZED AND UNREALIZED GAIN/(LOSS):     
Net realized gain/(loss) on:     
Investments in securities   38,316,965 
Securities sold short   6,522,684 
Forward foreign currency contracts   (117,085)
Futures contracts   (9,058,790)
TBA MBS forward contracts   (15,696,857)
Credit default swaps   16,449,190 
Total return swaps   (15,778,655)
Foreign currency transactions   980,175 
Net realized gain:   21,617,627 
Net change in unrealized appreciation/(depreciation) on:     
Investments in securities   941,977 
Securities sold short   4,706,611 
Simple agreement for future equity contracts   429,315 
Forward foreign currency contracts   (296,112)
Futures contracts   1,029,190 
TBA MBS forward contracts   (2,630,644)
Credit default swaps   (4,390,662)
Total return swaps   1,101,105 
Financial instruments   145,633 
Foreign currency translation   247,186 
Net change in unrealized appreciation/(depreciation):   1,283,599 
Net realized and unrealized gain:   22,901,226 
Net increase in net assets resulting from operations  $30,596,196 

 

Annual Report | October 31, 2023 44

   

 

Saba Capital Income

& Opportunities Fund

Consolidated Statements of Changes in Net Assets

 

   For the Year Ended October 31, 2023   For the Year Ended October 31, 2022 
FROM OPERATIONS:          
Net investment income  $7,694,970   $1,944,996 
Net realized gain   21,617,627    9,130,329 
Net change in unrealized appreciation/(depreciation)   1,283,599    (18,329,380)
Net increase/(decrease) in net assets resulting from operations   30,596,196    (7,254,055)
           
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:          
Total distributions (excluding return of capital)   (8,594,037)   (13,029,565)
Return of capital   (35,594,107)   (31,967,059)
Decrease in net assets from distributions to common shareholders   (44,188,144)   (44,996,624)
Net decrease in net assets   (13,591,948)   (52,250,679)
NET ASSETS:          
Net assets, beginning of year   367,459,211    419,709,890 
Net assets, end of year  $353,867,263   $367,459,211 

 

45

   

 

Saba Capital Income  
& Opportunities Fund Consolidated Statement of Cash Flows
  For the Year Ended October 31, 2023

 

INCREASE (DECREASE) IN CASH    
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:    
Net increase in net assets resulting from operations  $30,596,196 
Adjustments to reconcile net increase in net assets resulting from operations to net cash flows provided by operating activities:     
Purchases of investment securities   (2,013,257,665)
Proceeds from disposition of investment securities   2,301,280,645 
Proceeds from disposition of financial instruments   1,413,910 
Proceeds from securities sold short   218,810,284 
Net payments on derivative contracts   (42,321,786)
Amortization of premium and accretion of discount on investments   (4,824,850)
Net realized (gain)/loss on investments in securities   (38,316,965)
Net realized (gain)/loss on securities sold short   (6,522,684)
Net realized (gain)/loss on forward foreign currency contracts   117,085 
Net realized (gain)/loss on futures contracts   9,058,790 
Net realized (gain)/loss on credit default swaps   (16,449,190)
Net realized (gain)/loss on total return swaps   15,778,655 
Net realized (gain)/loss on TBA MBS forward contracts   15,696,857 
Net realized (gain)/loss on foreign currency transactions   (980,175)
Change in unrealized (appreciation)/depreciation on investments in securities   (941,977)
Change in unrealized (appreciation)/depreciation on securities sold short   (4,706,611)
Change in unrealized (appreciation)/depreciation on simple agreement for future equity contracts   (429,315)
Change in unrealized (appreciation)/depreciation on forward foreign currency contracts   296,112 
Change in unrealized (appreciation)/depreciation on futures contracts   (1,029,190)
Change in unrealized (appreciation)/depreciation on credit default swaps   4,390,662 
Change in unrealized (appreciation)/depreciation on total return swaps   (1,101,105)
Change in unrealized (appreciation)/depreciation on TBA MBS forward contracts   2,630,644 
Change in unrealized (appreciation)/depreciation on financial instruments   (145,633)
Change in unrealized (appreciation)/depreciation on foreign currency translation   (247,186)
(Increase)/decrease in assets:     
Collateral posted to Clearing House for centrally cleared derivatives   (8,123,192)
Collateral posted to Secured Party under Tri-Party Arrangement for OTC derivatives   (64,380,602)
Collateral posted to Secured Party under Tri-Party Arrangement for Loan Facility   (666,034)
Collateral posted to Secured Party under Tri-Party Arrangement for securities sold short   (231,523,667)
Dividend receivable   (135,756)
Interest receivable   (225,759)
Prepaid expenses   (220,552)
Financial instruments, at fair value   1,268,277 
Increase/(decrease) in liabilities:     
Accrued interest payable   1,316,478 
Payable for investment management fees   113,727 
Payable for trustees fees   (14,610)
Other accrued expenses   (333,911)
Net cash flows provided by operating activities   165,869,907 
      
CASH FLOWS FROM FINANCING ACTIVITIES:     
Repayments of long-term debt   (227,600,000)
Proceeds from long-term debt   105,000,000 
Cash distributions paid   (44,188,144)
Foreign currency overdraft   6,571,524 
Net cash used in financing activities   (160,216,620)
      
Net change in cash & foreign currency   5,653,287 
Cash & foreign currency, beginning of year  $5,639,015 
Cash & foreign currency, end of year  $11,292,302 
      
Cash paid for interest on loan during the year was   7,155,152 

 

Annual Report | October 31, 2023 46

   

 

Saba Capital Income & Opportunities Fund Financial Highlights
For a Share Outstanding Throughout the Periods Presented

 

   For the Year Ended October 31, 2023(a)   For the Year Ended October 31, 2022(a)   For the Period Ended October 31, 2021(b)(c)   For the Year Ended February 28, 2021(c)   For the Year Ended February 28, 2020(c)   For the Year Ended February 28, 2019(c) 
PER COMMON SHARE OPERATING PERFORMANCE:                              
Net asset value - beginning of period  $8.64   $9.86   $9.94   $10.60   $11.08   $11.38 
INCOME/(LOSS) FROM INVESTMENT OPERATIONS:                              
Net investment income(d)   0.18    0.05    0.10    0.32    0.60    0.58 
Net realized and change in unrealized gain/ (loss) on investments and unfunded loan commitments(d)   0.54    (0.21)   0.16    (0.64)   (0.46)   (0.28)
Total Income/(Loss) from Investment Operations   0.72    (0.16)   0.26    (0.32)   0.14    0.30 
                               
DISTRIBUTIONS TO COMMON SHAREHOLDERS:                              
From net investment income(d)   (0.20)   (0.31)   (0.12)   (0.34)   (0.62)   (0.60)
From tax return of capital(d)   (0.84)   (0.75)   (0.22)   (0.02)   -    - 
Total Distributions to Common Shareholders   (1.04)   (1.06)   (0.34)   (0.36)   (0.62)   (0.60)
                               
Accretion to net asset value resulting from share repurchases and tender offer(d)(e)   -    -    -    0.02    -    - 
Total Capital Share Transactions   -    -    -    0.02    -    - 
Net asset value per common share - end of period   8.32   $8.64   $9.86   $9.94   $10.60   $11.08 
Market price per common share - end of period  $7.39   $7.84   $9.34   $9.26   $9.82   $9.64 
                               
Total Investment Return - Net Asset Value(f)   9.63%   (0.95)%   2.84%   (2.14)%   1.88%   33.37%
Total Investment Return - Market Price(f)   7.31%   (5.12)%   4.57%   (1.59)%   8.48%   (1.02)%
                               
RATIOS AND SUPPLEMENTAL DATA:                              
Net assets attributable to common shares, end of period (000s)  $353,867   $367,459   $419,710   $605,535   $782,813   $818,100 
Ratio of expenses including waivers to average net assets (h)   4.61%   2.36%   1.43%(g)    2.26%   2.85%   2.90%
Ratio of expenses excluding waivers to average net assets   4.73%   2.75%   1.60%(g)    2.68%   2.86%   2.92%
Ratio of expenses excluding dividend expense on securities sold short, interest expense and other fees related to revolving credit facility to average net assets   1.58%   1.67%   1.38%(g)    2.13%   1.62%   1.64%
Ratio of net investment income including waivers to average net assets   2.09%   0.49%   1.62%(g)    3.37%   5.29%   5.16%
Ratios to average net assets plus borrowings:                              
Ratio of expenses including waivers to average net assets   3.71%   1.79%   1.37%(g)    1.72%   2.05%   2.07%
Ratio of expenses excluding waivers to average net assets   3.81%   2.09%   1.54%(g)    2.04%   2.06%   2.08%
Ratio of expenses excluding dividend expense on securities sold short, interest expense and other fees related to revolving credit facility to average net assets   1.27%   1.27%   1.32%(g)    1.30%   1.16%   1.16%
Ratio of net investment income including waivers to average net assets   1.69%   0.38%   1.56%   2.56%   3.81%   3.68%
Portfolio turnover rate   76.16%   99.00%   94.00%   56.00%   53.00%   60.00%
                               
SUPPLEMENTAL DATA                              
Total shares outstanding (000s)(c)   42,529    42,529    42,529    60,920    73,894    73,894 
Asset coverage, end of period per $1,000(i)   6,689   $3,904   $9,394   $27,794   $3,478   $3,534 
                               
Aggregate principal amount of borrowings, end of period (000s)   52,900   $175,500   $50,000   $22,600   $315,900   $322,800 
Average borrowings outstanding during the period (000s)   88,961   $124,674   $20,559   $211,066   $312,939   $332,698 

 

47

   

 

Saba Capital Income & Opportunities Fund Financial Highlights
For a Share Outstanding Throughout the Periods Presented

 

(a)Consolidated financials.
(b)With the approval of the Board effective October 31, 2021, the Fund's fiscal year end was changed from February 28 to October 31.
(c)Reflects a 1 for 2 reverse stock split effective May 20, 2022, see Note 8 in the accompanying Notes to Consolidated Financial Statements.
(d)Calculated using average common shares outstanding.
(e)Please see Note 8 in the accompanying Notes to Consolidated Financial Statements for additional information.
(f)Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment returns does not reflect sales load or brokerage commissions, if any, and are not annualized.
(g)Annualized.
(h)The Investment Adviser (See Note 1 and Note 5) has entered into a written expense limitation agreement with the Fund under which it will limit the expenses of the Fund (excluding interest, taxes, investor relations services, other investment-related costs, leverage expenses, extraordinary expenses, other expenses not incurred in the ordinary course of such Fund’s business, and expenses of any counsel or other persons or services retained by such Fund’s trustees who are not interested persons) subject to possible recoupment by the Investment Adviser within three years of being incurred.
(i)Asset coverage ratio is presented to represent the coverage available to each $1,000 of borrowings. The asset coverage ratio per $1,000 of debt is presented to represent the coverage available to each $1,000 of borrowings. Calculated by subtracting the Fund's total liabilities (excluding the principal amount of the Leverage Facility) from the Fund's total assets and dividing by the principal amount of the Leverage Facility and then multiplying by $1,000.

 

Annual Report | October 31, 2023 48

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

NOTE 1 — ORGANIZATION

 

 

Saba Capital Income & Opportunities Fund (the “Fund”), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, management investment company. The common shares of the Fund are listed on the New York Stock Exchange (the “NYSE”) under the symbol “BRW”. The Fund’s investment objective is to seek to provide shareholders with a high level of current income, with a secondary goal of capital appreciation. The Fund seeks to achieve this objective by investing globally in debt and equity securities of public and private companies, which includes, among other things, investing in closed-end funds, special purpose acquisition companies (“SPAC”), public and private debt instruments, as well as derivatives, including but not limited to, total return swaps, credit default swaps, options and futures, where the Fund seeks to enhance returns and/or to reduce portfolio risk. From time to time, in pursuit of its investment objective, the Fund may also invest up to 15% of its total assets in private funds on a discretionary basis.

 

Saba Capital Management, L.P. (the “Investment Adviser”), a Delaware limited partnership, serves as the investment adviser to the Fund.

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are stated in U.S. dollars. The Fund is considered an investment company under Accounting Standard Codification (“ASC”) 946, “Financial Services – Investment Companies”, and follows the accounting and reporting guidance therein. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and the differences may be material.

 

The Fund is open for business every day the NYSE opens for regular trading (each such day, a “Business Day”). The net asset value (“NAV”) per Common Share of the Fund is determined each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape Association (“CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern time unless otherwise designated by the CTA). The data reflected on the consolidated tape provided by the CTA is generated by various market centers, including all securities exchanges, electronic communications networks, and third-market broker-dealers. The NAV per Common Share of the Fund is calculated by dividing the value of the Fund’s assets plus all cash and other assets (including accrued expenses but excluding capital and surplus) attributable to the Common Shares by the number of Common Shares outstanding. The NAV per Common Share is made available for publication. On days when the Fund is closed for business, Fund shares will not be priced and the Fund does not transact purchase and redemption orders. To the extent the Fund’s assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund’s assets will likely change and you will not be able to purchase or sell shares of the Fund.

 

A. Financial Instrument Valuation. Investments for which market quotations are readily available are valued at fair market value. Securities (including common stock, closed end funds, investment trusts, preferred stock, unit trusts and special purpose acquisition companies) listed or traded on an exchange are valued at their last sales price or official closing price as of the close of the regular trading session on the exchange where the particular security at the last sale price as of the Market Close for such security provided by the CTA. Investments in money market funds are valued at NAV, which approximates fair market value. The private fund investment is valued at the NAV reported by the private fund’s general partner or investment manager. This is commonly referred to as using NAV as the practical expedient which allows for estimation of the fair value of an investment in an investment entity based on NAV or its equivalent if the NAV of the investment entity is calculated in a manner consistent with ASC 946. Because of the inherent uncertainty of valuations of the investments in the private fund, their estimated values may differ significantly from the values that would have been used had a ready market for the private fund existed, and the differences could be material. Corporate bonds, convertible corporate bonds, mortgage-backed securities, sovereign debt obligations and senior loans are valued at mid-level prices provided by independent pricing services. Exchange traded derivatives such as warrants, rights, options and futures contracts are valued at last sales price on the valuation date or, if such price is not available, the mean between the last bid and ask prices from the exchange on which they are principally traded. Non-exchange traded derivatives (such as credit default swaps) are valued by independent pricing services, which use various techniques including industry standard pricing models, to determine the fair value of those instruments. Investments for which market quotations are not readily available (including common stock, preferred stock, participation agreements, special purpose acquisition companies and warrants) are valued by third-party valuation specialists or at cost, which approximates fair market value.

 

B. Fair Value Measurement. Investments held by the Fund are recorded at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board of Trustees (the “Board”) has appointed the Investment Adviser as the Fund’s valuation designee. In that role, it has established a Valuation Committee (the “Committee”) that oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Investment Adviser (the “Valuation Policy”). Under that Rule, the Board has assigned to the Investment Adviser general responsibility for determining, in accordance with the Valuation Policy, the value of its investments. The Committee is led by the Investment Adviser’s Chief Financial Officer and is comprised of the Investment Adviser’s Chief Operating Officer/Chief Compliance Officer, Fund Accounting team, Chief Risk Officer (Fund Trustee), and Director of Operations, all of whom are independent of the Fund’s portfolio investment decisions. Additionally, Investment Adviser’s Portfolio Managers, whose roles are limited to providing insight into recent trade activity and overall market performance, are also members of the Committee. The majority of Committee members are independent of the Fund’s portfolio investment decisions. The Committee meets on a monthly basis and is responsible for compliance and consistent application of the Valuation Policy.

 

Annual Report | October 31, 2023 49

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level 1 – Quoted prices available in active markets for identical financial instruments as of the reporting date. An active market for the financial instrument is a market in which transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis, as well as at the reporting date. Investments classified within Level 1 primarily include money market funds, common stock, closed end funds, investment trusts, preferred stock, unit trusts and special purpose acquisition companies, exchange traded derivatives (including warrants, rights, options and futures contracts) and certain government bonds. The Investment Adviser does not adjust the quoted price for such instruments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

 

Level 2 – Consists of financial instruments fair valued using inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. This category includes pricing inputs that are quoted prices for similar financial instruments in active markets or quoted prices for similar or identical financial instruments in markets that at times may not meet the definition of active. Derivatives are valued using observable inputs, such as quotations received from third party service providers, counterparties, dealers or brokers, whenever available and considered reliable. In instances where models are used, the value of a derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs. Such inputs include market prices for reference securities, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. If inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

 

Level 3 – Pricing inputs that are unobservable for the financial instrument and includes situations where there may be little, if any, market activity for the financial instrument. The inputs into the determination of fair value could require significant management judgment or estimation. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Investment Adviser. The Investment Adviser considers observable data to be market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Investment Adviser’s perceived risk of that instrument.

 

50

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

The following table summarizes the valuation of the Fund’s financial instruments in accordance with the above fair value hierarchy levels as of October 31, 2023. Refer to the portfolio of investments for additional details.

 

Investments in Securities at fair value  Level 1 - Quoted Prices   Level 2 - Significant Observable Inputs   Level 3 - Significant Unobservable Inputs   Total 
Corporate Bonds  $-   $36,729,136   $-   $36,729,136 
Senior Loans***   -    35,310,585    -    35,310,585 
Convertible Corporate Bond   -    1,054,208    -    1,054,208 
Sovereign Debt Obligations**   -    10,047,748    -    10,047,748 
Mortgage-Backed Securities   -    3,945,447    -    3,945,447 
Common Stock***   18,389,417    3,865,207    -    22,254,624 
Closed End Funds   80,416,011    -    -    80,416,011 
Investment Trust   26,756,928    -    -    26,756,928 
Preferred Stock   -    4,080    3,067,747    3,071,827 
Participation Agreement   -    -    959,660    959,660 
Private Fund*   -    -    -    37,398,584 
Unit Trust   17,722,864    -    -    17,722,864 
Special Purpose Acquisition Companies***   16,339,613    -    292,435    16,632,048 
Warrants***   425,464    47,603    5,628    478,695 
Rights***   158,232    -    -    158,232 
Options   1,098,258    -    -    1,098,258 
Short Term Investments   2,249,167    -    -    2,249,167 
Total  $163,555,954   $91,004,014   $4,325,470   $296,284,022 

 

Securities sold short, at fair value  Level 1 - Quoted Prices   Level 2 - Significant Observable Inputs   Level 3 - Significant Unobservable Inputs   Total 
Sovereign Debt Obligations**  $168,488,484   $-   $-   $168,488,484 
Common Stock   23,083,795    -    -    23,083,795 
Exchange Traded Funds   16,065,791    -    -    16,065,791 
Preferred Stock   44,723    -    -    44,723 
Total  $207,682,793   $-   $-   $207,682,793 

 

Derivative contracts, at fair value  Level 1 - Quoted Prices   Level 2 - Significant Observable Inputs   Level 3 - Significant Unobservable Inputs   Total 
Assets                    
Simple Agreement for Future Equity Contracts  $-   $-   $6,429,315   $6,429,315 
Forward Foreign Currency Contracts   -    60,867    -    60,867 
Futures Contracts   1,047,144    -    -    1,047,144 
Centrally Cleared Credit Default Swaps   -    1,677,132    -    1,677,132 
Over the Counter Credit Default Swaps   -    5,986,098    -    5,986,098 
Total Return Swaps   -    1,208,552    -    1,208,552 
Total Assets  $1,047,144   $8,932,649   $6,429,315   $16,409,108 
                     
Liabilities                    
Forward foreign currency contracts  $-   $78,687   $-   $78,687 
Futures Contracts   17,954    -    -    17,954 
TBA MBS forward contracts   -    2,630,644    -    2,630,644 
Centrally Cleared Credit Default Swaps   -    355,161    -    355,161 
Over the Counter Credit Default Swaps   -    55,215    -    55,215 
Total Return Swaps   -    131,170    -    131,170 
Total Assets  $17,954   $3,250,877   $-   $3,268,831 

 

*In accordance with ASC 820-10, investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Schedule of Investments and Consolidated Statement of Assets and Liabilities.
**Investments classified in Level 1 include sovereign debt obligations issued by G10 countries. All other sovereign debt obligations are classified as Level 2.
***The Fund held Level 3 investments that are priced at $0.

 

Annual Report | October 31, 2023 51

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

The following is a reconciliation of the fair value of investments for which the Fund has used Level 3 unobservable inputs in determining fair value as of October 31, 2023:

 

   Common Stock   Preferred Stock   Participation Agreement   Special Purpose Acquisition Companies   Warrants   Contingent Forward Purchase Agreements   Simple Agreement for Future Equity (SAFE) Contracts   Total 
Balance as of October 31, 2022  $706,222   $2,099,232   $-   $286,710   $130,286   $1,268,277   $-   $4,490,727 
Accrued discount/ premium   -    -    -    -    -    -    -    - 
Realized gain/(goss)   -    -    -    -    -    -    -    - 
Change in unrealized appreciation/(depreciation)   (689,942)   (31,485)   (1,360,340)   5,725    (123,347)   145,633    429,315    (1,624,441)
Purchases/commitments   -    1,000,000    2,320,000    -    -    -    6,000,000    9,320,000 
Sales proceeds   (16,280)   -    -    -    -    (1,413,910)   -    (1,430,190)
Transfer into Level 3   -    -    -    -    -    -    -    - 
Transfer out of Level 3   -    -    -    -    (1,311)   -    -    (1,311)
Balance as of October 31, 2023  $-   $3,067,747   $959,660   $292,435   $5,628   $-   $6,429,315   $10,754,785 
Net change in unrealized appreciation/(depreciation) included in Consolidated Statement of Operations attributable to Level 3 investments held at October 31, 2023  $(689,942)  $(31,485)  $(1,360,340)  $5,725   $(123,347)  $145,633   $429,315   $(1,624,441)

 

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of December 31, 2023:

 

             Inputs
Asset Category:  Fair value at October 31,   Valuation technique  Unobservable inputs  Range  Weighted Average
Preferred Stock  $988,495   Backsolve Method  Volatility  70%  70%  70%
   $2,079,252   Market Comparable Technique  Comparable Multiple  3.8x  8.3x  6.0x
   $3,067,747                
                     
Participation Agreement  $959,660   Probability Weighted Expected Return Method  Probability of Success  0%  100%  44%
                     
Special Purpose Acquisition Companies  $292,435   Market Approach  Discount for lack of marketability  13.5%  23.0%  14.2%
                     
SAFE Contracts  $6,429,315   Market Comparable Technique  Comparable Multiple  2.3x  6.3x  4.3x
        Monte Carlo Analysis  Volatility  65%  70%  69%
        Monte Carlo Analysis  Discount Rate  75%  80%  78%
        Transaction Price  Transaction Price  N/A  N/A  N/A

 

All Level 3 investments were valued at October 31, 2023 using unadjusted prices provided by third-party valuation specialists.

 

C. Security Transactions and Revenue Recognition. Investment transactions are recorded on a trade-date basis. Dividend income and expense are recorded on the ex-dividend date. Interest income and expense are recorded on the accrual basis and include the amortization/accretion of premiums and discounts on fixed income securities using the effective interest method. Dividend and interest income are recorded net of applicable withholding taxes. Realized gains and losses from security transactions are computed on the basis of the identified cost of the securities sold or covered. Unrealized gains and losses are recognized in net change in unrealized appreciation (depreciation) on securities and foreign currency translation on the Consolidated Statement of Operations. Expenses are recorded on the accrual basis as incurred.

 

D. Foreign Currency Translation. Assets and liabilities, including investments, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the closing rates of exchange on the following basis:

 

52

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

(1)Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close.
(2)Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

 

Net realized currency translation gains or losses include the effects of currency movements between trade and settlement dates on investment transactions and the difference between amounts actually received or paid upon settlement. The Fund does not isolate that portion of the results of operations arising from the changes in foreign exchange rates from changes in market prices of investments held. Such fluctuations are included in either net realized gains (losses) on securities and derivative transactions or net change in unrealized appreciation (depreciation) on securities and derivative transactions in the Consolidated Statement of Operations. Foreign currency translation gains and losses on assets and liabilities (excluding investments) are included in either net realized gains (losses) on securities transactions or net change in unrealized appreciation (depreciation) on securities transactions.

 

E. Derivatives. In seeking to limit the credit risk associated with transactions in the over-the-counter market (the “OTC”), the Fund conducts business only with recognized financial institutions, the financial condition of which is monitored by the Investment Advisor.

 

In compliance with the 1940 Act, the Fund has entered into third party custodial arrangements with all OTC counterparties whereby initial and variation margin is held in segregated accounts at the U.S. custodial banks. Such amounts may only be accessed by the counterparties after certain Fund defaults (including bankruptcy) or following any applicable remedies under the Fund’s International Swaps and Derivative Association (“ISDA”) Master Agreements.

 

With cleared swaps, the central counterparty clearinghouses (“CCPs” or “clearinghouses”), as counterparty to such instruments, guarantees against a possible default. The clearinghouses stand between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouses. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in cleared swaps with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Fund.

 

In addition, the Fund’s OTC derivative contracts subject to ISDA Master Agreements which contain provisions that may require the Fund to comply with certain covenants (including minimum NAV and performance based thresholds) and other provisions (occurrence of a credit event) that may call for early termination and settlement of the derivative at its then fair value. At October 31, 2023, there are no derivative instruments subject to those covenants and provisions that are in a net liability position. During the year ended October 31, 2023, the Fund did not trigger covenants related to minimum NAV and performance based thresholds.

 

Option Contracts: An option contract provides its owner the right, but not the obligation, to buy or sell specified amounts of a financial instrument, commodity, or currency, at a contracted price during a specified period or a specified date.

 

Simple Agreement for Future Equity (“SAFE”) Contracts: The Fund has entered into SAFEs with various companies. A SAFE is an agreement between the Fund and a company that grants the Fund the right to certain shares of the company’s stock subject to certain negotiated terms unique to each contract. The aggregate cost and fair value are included in the Consolidated Statement of Assets and Liabilities. Unrealized gains and losses are included in the Consolidated Statement of Operations. During the year ended October 31, 2023, the average quarter-end fair value of SAFEs was $5,501,303.

 

Forward Foreign Currency Contracts: The Fund has entered into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a currency forward foreign contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Consolidated Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Consolidated Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Consolidated Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented within the respective Consolidated Schedule of Investments.

 

For the year ended October 31, 2023, the Fund had an average quarterly contract amount on forward foreign currency contracts to buy and sell of $43,766,667 and $6,845,833, respectively.

 

Annual Report | October 31, 2023 53

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

Futures Contracts: A futures contract represents a commitment for the future purchase or sale of an asset or index at a specified price on a specified date. The purchase and sale of futures requires margin deposits with a futures commission merchant (“FCM”) equal to a certain percentage of the contract amount. Subsequent payments of variation margin are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract. Futures contracts mitigate the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s FCM, as the counterparty to all exchange-traded futures, guarantees the futures contracts against default. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro-rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.

 

Credit Default Swaps: The Fund expects to enter into various swap agreements including, but not limited to credit default swaps (“CDS”), as a part of its investment strategy. Generally, a swap contract is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based on or calculated by reference to changes in specified prices or rates for a specified notional amount of the underlying assets. The payment flows are usually netted against each other, with the difference paid by one party to the other.

 

The fair value of open swaps reported in the Consolidated Statement of Assets and Liabilities may differ from that which would be realized if the Fund terminated its position in the contract. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the aggregate fair value of swap contracts in an unrealized gain position and collateral posted with the counterparty. The risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the counterparty posting collateral to the Fund to cover the Fund’s exposure to the counterparty. The Fund considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in the fair value of the underlying investments.

 

Swap agreements may also be centrally cleared through a clearing house (“cleared swaps”), where immediately following execution of the swap contract, the swap contract is novated to the CCP and the Fund’s counterparty on the swap agreement becomes the CCP. The Fund is required to interface with the CCP through the broker. Upon entering into a cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Pursuant to the contract, the Fund agrees to receive from or pay to the broker. Cleared swaps mitigate the Fund’s exposure to counterparty risk since the CCP, as the counterparty to all cleared swaps, guarantees the swap contracts against default.

 

CDS contracts involve an arrangement between the Fund and a counterparty which allows the Fund to protect against losses (when the Fund purchases a CDS) incurred as a result of default by a specified reference entity. Generally, the Fund pays or receives a premium upfront and continues to pay periodic interest payments while the counterparty agrees to make a payment to compensate the Fund for losses upon the occurrence of a specified credit event. Alternatively, when the Fund sells a CDS, it receives premium payments in exchange for assuming the credit risk of the specified reference entity. Generally, the counterparty pays or receives a premium upfront and continues to pay periodic interest payments while the Fund agrees to make a payment to compensate the counterparty for losses upon the occurrence of a specified credit event. Although contract-specific, credit events generally include bankruptcy, failure to pay, and restructuring. Upon the occurrence of a defined credit event, the difference between the value of the reference obligation and the swap’s notional amount is recorded as realized gain or loss in the Consolidated Statement of Operations. When the contract is terminated prior to the occurrence of a credit event, the Fund records a realized gain or loss equal to the difference between the close-out price of the CDS contract and the original contract price. Upfront fees are recorded as components of the costs or proceeds to the CDS contract and amortized over the life of the contract on a straight line basis. During the year ended October 31, 2023, the Fund had been both a purchaser and a seller of CDS contracts. For the year ended October 31, 2023, the average quarter-end USD equivalent notional amount of credit default swaps - protection purchased and protection sold was $306,305,000 and $271,050,608, respectively.

 

Total Return Swaps: Total return swap contracts involve the exchange by the Fund and a counterparty of their respective commitments to pay or receive a net amount based on the change in the fair value of a particular security or index, specified interest rates for fixed rate payments, and the notional amount of the swap contract. For the year ended October 31, 2023, the average quarterly USD equivalent notional amount of total return swaps where the Fund was either long or short the underlying asset was $130,576,882 and $5,401,325, respectively.

 

Offsetting Assets and Liabilities and Counterparty Risk: In connection with its derivative activities, the Fund generally enters into master netting agreements and collateral agreements with its counterparties. These agreements provide the Fund with the right, in the event of a default by the counterparty (such as bankruptcy or a failure to pay or perform), to net a counterparty’s rights and obligations under the agreement and to liquidate and setoff collateral against any net amount owed by the counterparty. The Fund’s policy is generally to receive cash posted as collateral (with rights of re-hypothecation), irrespective of the enforceability determination regarding the master netting and collateral agreement. The following tables present information about the offsetting of OTC derivatives and related collateral amounts.

 

54

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

Offsetting of Derivative Assets as of October 31, 2023

       Amounts not offset in the Consolidated Statement of Assets and Liabilities     
Counterparty  Gross Amounts of Recognized Assets   Offsetting Liability(a)   Collateral Received(b)   Net Exposure 
Barclays Bank PLC  $430,692   $(55,215)  $-   $375,477 
Goldman Sachs International   4,823,600    (17,954)   (1,950,000)   2,855,646 
JPMorgan Chase Bank, N.A.   1,456,910    (209,857)   -    1,247,053 
Morgan Stanley Capital Services   1,591,459    -    (750,000)   841,459 
   $8,302,661   $(283,026)  $(2,700,000)  $5,319,635 

 

Offsetting of Derivative Liabilities as of October 31, 2023

       Amounts not offset in the Consolidated Statement of Assets and Liabilities     
Counterparty  Gross Amounts of Recognized Liabilities   Offsetting Asset(a)   Collateral Pledged(b)   Net Exposure 
Barclays Bank PLC  $(55,215)  $55,215    -   $- 
Goldman Sachs International   (17,954)   17,954    -    - 
JPMorgan Chase Bank, N.A.   (209,857)   209,857    -    - 
Morgan Stanley & Company   (2,630,644)   -    2,630,644    - 
   $(2,913,670)  $283,026   $2,630,644   $- 

 

(a)Represents the amount of assets or liabilities that could be offset with the same counterparty under master netting or similar agreements that management elects not to offset on the Consolidated Statement of Assets and Liabilities.
(b)Collateral pledged/received is limited to the net outstanding amount due to/from an individual counterparty. The actual collateral amounts pledged/received may exceed these amounts and may fluctuate in value.

 

The following table, grouped by risk exposure, provides information about the fair value and location of derivatives within the Consolidated Statement of Assets and Liabilities as of October 31, 2023.

 

Risk Exposure  Consolidated Statement of Assets and Liabilities Location  Asset Derivatives Gross Unrealized Appreciation   Liability Derivatives Gross Unrealized Depreciation 
Credit Risk             
Credit Default Swaps  Credit default swaps, at fair value  $7,663,230   $410,376 
Equity/Market Risk             
Simple Agreement for Future Equity Contracts  Unrealized appreciation/depreciation on simple agreement for future equity contracts   6,429,315    - 
Futures Contracts  Unrealized appreciation/depreciation on futures contracts   1,047,144    17,954 
Total Return Swaps  Unrealized appreciation/depreciation on total return swap contracts   1,208,552    131,170 
              
Foreign Exchange Risk             
Foreign Currency Contracts  Unrealized appreciation/depreciation on forward foreign currency contracts   60,867    78,687 
              
Interest Rate Risk             
TBA MBS Forward Contracts  Unrealized appreciation/depreciation on TBA MBS forward contracts   -    2,630,644 
Total     $16,409,108   $3,268,831 

 

Annual Report | October 31, 2023 55

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

The following table provides information about the effect of derivatives on the Fund’s Consolidated Statement of Operations for the year ended October 31, 2023.

 

Risk Exposure  Consolidated Statement of Operations Location  Net Realized Gain/(Loss)   Net Change in Unrealized Appreciation/ (Depreciation) 
Credit Risk             
Credit Default Swaps  Net realized gain/(loss) on credit default swaps/ Net change in unrealized appreciation/(depreciation) on credit default swaps  $16,449,190   $(4,390,662)
Equity/Market Risk             
Simple Agreement for Future Equity Contracts  Net realized gain/(loss) on simple agreement for future equity contracts/ Net change in unrealized appreciation/(depreciation) on simple agreement for future equity contracts   -    429,315 
Futures Contracts  Net realized gain/(loss) on futures contracts/ Net change in unrealized appreciation/(depreciation) on futures contracts   (9,058,790)   1,029,190 
Total Return Swaps  Net realized gain/(loss) on total return swaps/ Net change in unrealized appreciation/(depreciation) on total return swaps   (15,778,655)   1,101,105 
Foreign Exchange Risk             
Foreign Currency Contracts  Net realized gain/(loss) on forward foreign currency contracts/Net change in unrealized appreciation/(deprecation) on forward foreign currency contracts   (117,085)   (296,112)
Interest Rate Risk             
TBA MBS Forward Contracts  Net realized gain/(loss) on TBA MBS forward contracts/Net change in unrealized appreciation/(deprecation) on TBA MBS forward contracts   (15,696,857)   (2,630,644)
Total     $(24,202,197)  $(4,757,808)

 

F. Financial Instruments. Financial instruments, at fair value include contingent forward purchase contracts. Such financial instruments represent future commitments to purchase certain securities to be issued, generally by SPACs or their target companies, at specified terms subject to certain contingencies. These contingencies allow the Fund and/or counterparties not to settle such contracts if those contingencies do not occur. Contingent forward purchase contracts may be illiquid and are reflected on the Consolidated Statement of Assets and Liabilities at fair value. The net change in unrealized gains and losses on contingent forward purchase contracts is reflected in net change in unrealized gain/(loss) on financial instruments on the Consolidated Statement of Operations. At October 31, 2023, the Fund did not hold any contingent forward purchase contracts.

 

G. Federal Income Taxes. It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund’s tax positions taken on federal income tax returns for all open tax periods in making this determination. No capital gain distributions shall be made until the capital loss carryforwards have been fully utilized.

 

The Fund may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.

 

H. Distributions to Common Shareholders. The Fund made monthly distributions to shareholders at an initial annual minimum fixed rate of 12.00%, based on the average monthly net asset value of the Fund’s common shares for the period through June 30, 2023. The Fund calculated the average net asset value from the previous month based on the number of Business Days in that month on which the net asset value was calculated. The distribution was calculated as 12.00% of the previous month’s average net asset value, divided by twelve.

 

56

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

Beginning with the distributions for which the declaration date was June 30, 2023, the Fund calculated the average net asset value of the month of June 2023 and was based on the number of Business Days in June 2023. The distributions were calculated as 12.00% of the average net asset value of June 2023, divided by twelve.

 

The Fund will generally distribute amounts necessary to satisfy the Fund’s plan and the requirements prescribed by excise tax rules and Subchapter M of the Internal Revenue Code. The plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month and is intended to narrow the discount between the market price and the net asset value of the Fund’s common shares, but there is no assurance that the plan will be successful in doing so.

 

Under the managed distribution plan, to the extent that sufficient investment income is not available on a monthly basis, the Fund will distribute capital gains and/or return of capital in order to maintain its managed distribution rate. No conclusions should be drawn about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s managed distribution plan. The Board may amend the terms of the plan or terminate the plan at any time. The amendment or termination of the plan could have an adverse effect on the market price of the Fund’s common shares. The plan will be subject to the periodic review by the Board, including a yearly review of the annual minimum fixed rate to determine if an adjustment should be made.

 

I. Dividend Reinvestments. The Fund maintains a Shareholder Reinvestment Program (the “Program”) that allows participating shareholders to reinvest all dividends (“Dividends”) in additional Common Shares of the Fund. Pursuant to the Program, ALPS Fund Services, Inc. (“ALPS”), the Program administrator, purchases, from time to time, Common Shares on the open market to satisfy Dividend reinvestments. Such Common Shares are purchased on the open market only when the closing sale or bid price plus commission is less than the NAV per share of the Fund’s Common Shares on the valuation date. If the market price plus commissions is equal to or exceeds NAV, new Common Shares are issued by the Fund at the greater of (i) NAV or (ii) the market price of the Common Shares during the pricing period, minus a discount of 5%. Common Shares issued by the Fund under the Program will be issued without a fee or a commission.

 

Shareholders may elect to participate in the Program by submitting a completed participation form to ALPS, the Program administrator. The Program administrator will credit to each participant’s account funds it receives from Dividends paid on Common Shares of the Fund registered in the participant’s name. Shareholders may elect to close their account at any time by giving the Transfer Agent written notice. When a participant closes their account, the participant, upon request, will receive a certificate for full Common Shares in the account. Fractional Common Shares will be held and aggregated with other fractional Common Shares being liquidated by the Transfer Agent as agent of the Program and paid for by check when actually sold.

 

Participants will pay a pro rata share of brokerage commissions with respect to the Program administrator’s open market purchases in connection with the reinvestment of Dividends.

 

The automatic reinvestment of Dividends does not affect the tax characterization of the Dividends (i.e., capital gain distributions and income distributions are realized and subject to tax even though cash is not received). A shareholder whose Dividends are reinvested in Common Shares under the Program will be treated as having received a Dividend equal to either (i) if Common Shares are issued under the Program directly by the Trust, generally the fair market value of the Common Shares issued to the shareholder or (ii) if reinvestment is made through open market purchases, the amount of cash allocated to the shareholder for the purchase of Common Shares on its behalf in the open market.

 

Additional information about the Program may be obtained by contacting the Program administrator at 844-460-9411 or BRWSabaCapital@dstsystems.com.

 

J. Share Offerings. The Fund issues shares under various shelf registration statements, whereby the net proceeds received by the Fund from share sales may not be less than the greater of (i) the NAV per share or (ii) 94% of the average daily market price over the relevant pricing period.

 

K. Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, management considers the risk of loss from such claims remote.

 

L. Basis of Consolidation. The Fund invests in certain investments through its investment in BRW SPV I. The BRW SPV I is a Cayman Islands Exempted Company with Limited Liability and is a wholly-owned subsidiary of the Fund. The accompanying consolidated financial statements include all assets, liabilities, and results of operations of the Fund and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated upon consolidation. For tax purposes, the Fund is required to increase its net taxable income by its share of the BRW SPV I’s income. Net taxable losses incurred by the BRW SPV I cannot offset income earned by the Fund and cannot be carried back or forward by the BRW SPV I to offset income from prior or future years.

 

Annual Report | October 31, 2023 57

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

NOTE 3 — INVESTMENTS

 

 

For the year ended October 31, 2023, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $2,012,627,913 and $2,299,691,986, respectively. The fair value of these assets is established as set forth in Note 2.

 

At October 31, 2023, the Fund held senior loans valued at $35,310,585 representing 9.98% of its total net assets. The senior loans acquired by the Fund typically take the form of a direct lending relationship with the borrower, and are typically acquired through an assignment of another lender’s interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors the collateral securing the loan. In the event that the lead lender becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.

 

At October 31, 2023, the Fund held corporate bonds and sovereign debt obligations valued at $36,729,136 and $10,047,748, respectively, which represent 10.38% and 2.84% of its total net assets. Changes in short-term market interest rates will directly affect the yield on variable rate notes. If short-term market interest rates fall, the yield on variable rate notes will also fall. To the extent that the interest rate spreads on loans in the Fund’s portfolio experience a general decline, the yield on the Common Shares will fall and the value of the Fund’s assets may decrease, which will cause the Fund’s NAV to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Fund’s portfolio, the impact of rising rates will be delayed to the extent of such lag. In the case of inverse securities, the interest rate paid by such securities generally will decrease when the market rate of interest to which the inverse security is indexed increases. With respect to investments in fixed rate instruments, a rise in market interest rates generally causes values of such instruments to fall. The values of fixed rate instruments with longer maturities or duration are more sensitive to changes in market interest rates.

 

Certain common and preferred stock, and stock purchase warrants held in the portfolio were acquired in conjunction with loans held by the Fund. Certain stocks and warrants are restricted and may not be publicly sold without registration under the 1933 Act, or without an exemption under the 1933 Act. In some cases, these restrictions expire after a designated period of time after issuance of the shares or warrants.

 

At October 31, 2023, the Fund held SPACs valued at $16,632,048 representing 4.70% of its total net assets. A SPAC is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses that are typically not publicly-listed. Following the acquisition of a target company, a SPAC’s management team may exercise control over the management of the combined company in an effort to increase its value. Often now, though, management of the target company will continue to manage the now publicly-traded business subsequent to completion of its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until acquired business combination is completed or a predetermined period of time (typically 24 months) elapses. Shareholders in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly-traded company’s shares trade above the SPAC’s initial public offering (“IPO”) price, or alternatively, the market price at which an investor acquired a SPAC’s shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a target business by the timeframe established at the time of its IPO, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to the extent third-parties are permitted to bring claims against IPO proceeds held in the SPAC’s trust account.

 

At October 31, 2023, the Fund held Closed End Mutual Funds (Globally) valued at $80,416,011 representing 22.72% of its total net assets. A closed-end fund (“CEF”) or closed-ended fund is a collective investment issuing a fixed number of shares which are not redeemable from the fund. Shares can be purchased and sold in the market and are subject to market fluctuations.

 

At October 31, 2023, the Fund held an investment in an unaffiliated private fund, Stone Ridge Opportunities Fund Feeder LP (“Stone Ridge Feeder Fund”), valued at $37,398,584, representing 10.57% of its net assets. The Stone Ridge Feeder Fund is a Cayman Islands exempted limited partnership which invests substantially all of its investable assets in Stone Ridge Reinsurance Opportunities Fund LP (“Stone Ridge Master Fund”). Stone Ridge Master Fund’s investment objective is to achieve long-term capital appreciation by investing primarily in shares or notes issued in connection with quota shares and, to a lesser extent, other reinsurance related securities, including shares or notes issued in connection with excess-of-loss, stop-loss or other non-proportional reinsurance shares or notes issued in connection with industry loss warranties, event-linked or catastrophe bond, event-linked swaps and/or derivatives linked to any of the foregoing (collectively, “reinsurance-related securities”). At October 31, 2023, the Fund does not have any outstanding capital commitments to the Stone Ridge Feeder Fund. The Fund may only make withdrawals from the Stone Ridge Feeder Fund on an annual basis at December 31, subject to notice by October 15 of the year immediately prior to the year in which the withdrawal request date occurs.

 

At October 31, 2023, the Fund held warrants valued at $478,695 representing 0.14% of its net assets. The Fund may purchase warrants issued by domestic and foreign companies to purchase newly created equity securities consisting of common and preferred stock. Warrants are securities that give the holder the right, but not the obligation, to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price either on a certain date or during a set period. The equity security underlying a warrant is authorized at the time the warrant is issued or is issued together with the warrant. Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security and, thus, can be a speculative investment. At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself, and price movements in the underlying security are generally magnified in the price movements of the warrant. The leveraging effect enables the investor to gain exposure to the underlying security with a relatively low capital investment. This leveraging increases an investor’s risk, as a complete loss of the amount invested in the warrant may result in the event of a decline in the value of the underlying security. In addition, the price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value. The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant, a change in the perception as to the future price of the underlying security, or any combination thereof. Warrants generally pay no dividends and confer no voting or other rights other than to purchase the underlying security.

 

58

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

NOTE 4 — INVESTMENT MANAGEMENT FEES

 

 

The Fund has entered into an investment management agreement (“Management Agreement”) with the Investment Adviser. The Investment Adviser has overall responsibility for the management of the Fund. The Investment Adviser oversees all investment advisory and portfolio management services for the Fund and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. This Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 1.05% of the Fund’s managed assets. For purposes of the Management Agreement, managed assets (“Managed Assets”) are defined as 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 and the liquidation preference of any outstanding Preferred Shares).

 

NOTE 5 — EXPENSE LIMITATION AGREEMENT

 

 

The Investment Adviser has agreed to limit expenses, excluding interest, taxes, investor relations services, other investment-related costs, leverage expenses, extraordinary expenses, other expenses not incurred in the ordinary course of such Fund’s business, and expenses of any counsel or other persons or services retained by such Fund’s trustees who are not interested persons, to 1.05% of Managed Assets plus 0.15% of average daily net assets for the period through June 30, 2023, and to 1.05% of Managed Assets plus 0.30% of average daily net assets subsequently from July 1, 2023 onwards. For the year ended October 31, 2023, $597,873 of fees were waived and reimbursed.

 

The Investment Adviser may at a later date recoup from the Fund for fees waived and/or other expenses reimbursed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Fund’s expense ratio does not exceed the percentage described above. For the year ended October 31, 2023, $146,975 of fees waived were recouped.

 

Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Consolidated Statement of Operations totaling $450,898. Amounts payable by the Investment Adviser are reflected on the accompanying Consolidated Statement of Assets and Liabilities.

 

As of October 31, 2023, the amount of waived and/or reimbursed fees that are subject to recoupment by the Investment Adviser and the related expiration dates are as follows:

 

October 31, 2023   October 31, 2024   October 31, 2025   October 31, 2026   Total 
$   $337,052   $1,374,896   $597,873   $2,309,821 

 

The expense limitation agreement is contractual through July 1, 2024 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.

 

NOTE 6 — TRANSACTIONS WITH AFFILIATES AND OTHER PARTIES

 

 

At October 31, 2023, entities advised by Saba Capital Management, L.P. owned approximately 5.46% of the Fund.

 

Annual Report | October 31, 2023 59

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

NOTE 7 — GUARANTEES AND COMMITMENTS

 

 

Effective July 20, 2021, the Fund has entered into a revolving credit agreement, collateralized by assets of the Fund. As of October 31,2023, the credit agreement, as subsequently amended, enables the Fund to borrow up to $200,000,000 and has a final maturity date of November 22, 2023. Borrowing rates under this agreement are based on a fixed spread over the Federal Funds Effective Rate, and a commitment fee is charged on the unused portion. The amount of borrowings outstanding at October 31, 2023, was $52,900,000. The weighted average interest rate on outstanding borrowings at October 31, 2023 was 6.13%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 8.13% of total assets at October 31, 2023. Average borrowings for the year ended October 31, 2023 were $88,960,822 and the average annualized interest rate was 5.38% excluding other fees related to the unused portion of the facility, and other fees.

 

In the normal course of trading activities, the Fund trades and holds certain derivatives which constitute guarantees under ASC 460-10, “Guarantees”. Such contracts include credit default swaps (index and single name) where the Fund is a provider of credit protection on an underlying instrument The maximum payouts for such credit default swaps (index and single name) is limited to the notional amounts of each contract and would be offset by recovery amounts on the underlying reference obligations or if the Fund holds offsetting contracts for the same underlying reference obligations.

 

As a part of the Fund’s investment strategy, the Fund is both a provider and purchaser of credit protection of multiple reference obligations. During periods of market stress, credit protection that has been purchased may act as a hedge for credit protection that has been provided on different reference obligations. Similarly, as a part of the Fund’s investment strategy, the Fund may be a provider of credit protection and be short the underlying reference obligation, which also may reduce the Fund’s exposure. The below table summarizes those CDS for which the Fund is providing protection and where offsetting contracts on the same reference obligation are held by the Fund at October 31, 2023.

 

   Notional Amount by Period of Expiration   Notional Amount   Fair Value 
Credit Spread on Derivatives (basis points)  0-5 Years   5 Years or Greater   Total Written Credit Derivatives   Written Credit Derivatives 
Single name credit default swaps                    
0-500  $196,198,000   $21,159,000   $217,357,000   $4,810,470 
Total  $196,198,000   $21,159,000   $217,357,000   $4,810,470 

 

NOTE 8 — CAPITAL SHARES

 

 

As of October 31, 2023, there were 42,529,493 shares issued and outstanding. Transactions in capital shares and dollars were as follows:

 

Year or Shares repurchased Shares repurchased in tender offer Net increase (decrease) in shares outstanding Shares repurchased Shares repurchased in tender offer Net increase (decrease)
period ended # # # ($) ($) ($)
10/31/2023
10/31/2022
10/31/2021 (164,609) (18,226,686) (18,391,295) (1,536,542) (176,835,308) (178,371,850)

 

Effective May 20, 2022, the Fund completed a reverse stock split (the “Reverse Split”) of the Fund’s common shares at a ratio of 1-for-2. The Reverse Split reduced the number of the Fund’s authorized common shares from 85,058,986 shares to 42,529,493 shares.

 

NOTE 9 — FEDERAL INCOME TAXES

 

 

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of foreign currency transactions, capital loss carryforwards, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

 

60

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

 

The tax character of the distributions paid during the years ended October 31, 2023 and October 31, 2022 were as follows:

 

   October 31, 2023   October 31, 2022 
Distributions Paid From:          
Ordinary Income  $8,594,037   $13,029,565 
Net Long-Term Capital Gain        
Return of Capital   35,594,107    31,967,059 
Total Distributions Paid  $44,188,144   $44,996,624 

 

Components of Distributable Earnings on a Tax Basis: At October 31, 2023, permanent differences in book and tax accounting were reclassified. These differences had no effect on net assets and were primarily attributed to differences in the treatment of a wholly owned controlled foreign corporation.

 

Fund  Increase/(Decrease) Paid-in capital   Increase/(Decrease) Total Distributable Earnings 
Saba Capital Income & Opportunities Fund  $8,966,377   $(8,966,377)

 

As of the year ended October 31, 2023, the components of distributable earnings (loss) on a tax basis were as follows:

 

   Saba Capital Income & Opportunities Fund 
(Over)/Undistributed Ordinary Income  $ 
Accumulated Capital Gains/(Losses)   (140,775,258)
Unrealized Appreciation/Depreciation   (19,993,878)
Other Cumulative Effect of Timing Differences   (11,747,675)
Total  $(172,516,811)

 

At October 31, 2023, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost of investments for federal income tax purposes were as follows:

 

   Saba Capital Income & Opportunities Fund 
Cost of investments for income tax purposes   322,628,536 
Gross appreciation (excess of value over tax cost)   505,479,579 
Gross depreciation (excess of tax cost over value)   (524,883,365)
Net depreciation of foreign currency and derivatives   (590,092)
Net unrealized depreciation  $(19,993,878)

 

The differences between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

Annual Report | October 31, 2023 61

   

 

Saba Capital Income

& Opportunities Fund

Notes to Consolidated Financial Statements
  October 31, 2023

 

As of the year ended October 31, 2023, the Fund had non-expiring accumulated capital loss carryforwards as follows:

 

To the extent that a fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations.

 

Fund  Short Term   Long Term   Total 
Saba Capital Income & Opportunities Fund  $616,812   $140,158,446    140,775,258 

 

Capital loss carryovers used during the year ended October 31, 2023, were $21,911,226.

 

The Fund’s major tax jurisdictions are U.S. federal and New York State.

 

As of October 31, 2023, no provision for income tax is required in the Fund’s consolidated financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue. Generally, the preceding four tax years remain subject to examination by these jurisdictions.

 

NOTE 10 — SUBSEQUENT EVENTS

 

 

Subsequent to October 31, 2023 and through the date of issuance of the Fund’s consolidated financial statements, the Fund paid the following dividends:

 

Per Share Amount Declaration Date Record Date Payable Date
$0.085 10/31/2023 11/09/2023 11/30/2023
$0.085 11/30/2023 12/11/2023 12/29/2023

 

Beginning with the distributions for which the declaration date is December 29, 2023, the Fund will make monthly distributions to shareholders at a fixed amount of $0.085 per share.

 

The Fund will generally distribute amounts necessary to satisfy the Fund’s plan and the requirements prescribed by excise tax rules and Subchapter M of the Internal Revenue Code. The plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month and is intended to narrow the discount between the market price and the net asset value of the Fund’s common shares, but there is no assurance that the plan will be successful in doing so.

 

Under the managed distribution plan, to the extent that sufficient investment income is not available on a monthly basis, the Fund will distribute capital gains and/or return of capital in order to maintain its managed distribution rate. No conclusions should be drawn about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s managed distribution plan. The Board may amend the terms of the plan or terminate the plan at any time without prior notice to Fund shareholders; however, at this time there are no reasonably foreseeable circumstances that might cause the termination of the plan. The amendment or termination of the plan could have an adverse effect on the market price of the Fund’s common shares. The plan will be subject to the periodic review by the Board, including a yearly review of the annual minimum fixed rate to determine if an adjustment should be made.

 

On November 21,2023, the Fund amended its revolving credit agreement to change the final maturity date to December 21, 2023. On December 21, 2023, the Fund further amended its revolving credit agreement to change the final maturity date to January 22, 2024.

 

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Saba Capital Income & Opportunities Fund Additional Information
  October 31, 2023

 

PROXY VOTING INFORMATION

 

 

The Board has delegated the responsibility to vote proxies for securities held in the Fund’s portfolio to the Investment Manager. Proxies for the portfolio securities are voted in accordance with the Investment Manager’s proxy voting policies and procedures. To the extent the Fund invests in investment companies, it will generally (i) seek instruction from the Fund’s shareholders and vote in accordance with such instructions, (ii) vote the shares held by the Fund in the same proportion as the vote of all other holders of the securities of the investment company or (iii) elect to not submit a proxy vote. Information regarding how the Fund voted proxies relating to its portfolio securities during the most recent 12-month period ended October 31 is available without charge on the Fund’s website at www.sabacef.com and (2) on the SEC’s website at www.sec.gov.

 

QUARTERLY PORTFOLIO HOLDINGS

 

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form NPORT-P. The Fund’s Forms NPORT-P are available on the SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings is available at www.sabacef.com

 

TAX INFORMATION (UNAUDITED)

 

 

Of the distributions paid by the Fund from ordinary income for the calendar year ended December 31, 2022, the following percentages met the requirements to be treated as qualifying for the corporate dividends received deduction and qualified dividend income:

 

Fund Dividend Received Deduction Qualified Dividend Income
Saba Capital Income & Opportunities Fund 0.71% 6.21%

 

Annual Report | October 31, 2023 63

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Trustees and Officers
  October 31, 2023

 

INDEPENDENT TRUSTEES 

 

Name, Address1

and Date of Birth

Position(s) Held with the Fund Term of Office and Length of Time Served1 Principal Occupation(s) During the Past 5 Years Number of Funds in the Fund Complex Overseen by Trustees2 Other Board Positions Held by Trustees
Independent Nominees        

Thomas Bumbolow

DOB: 05/17/1976

Trustee Since January 2021 Mr. Bumbolow currently serves as the head of business development at Midwest Holding (MWDT), an insurance company which blends innovative reinsurance capabilities with an elite asset management business. Mr. Bumbolow also serves as advisor to Capital2markets, a tech-based broker/dealer, Limitless Ventures, a venture impact capital fund, and Vchromatix, a private technology company. Mr. Bumbolow is the co-Founder of protoCapital, a merchant bank that operated from 2017-2020. Mr. Bumbolow has 20 years of experience at JPMorgan Chase, where he held various roles in fixed-income sales and trading from 1997-2017. He has been a board member of Stepping Stones Museum for Children since 2018. 1 Stepping Stones Museum

Karen Caldwell

DOB: 01/22/1959

Trustee Since July 2020 Karen Caldwell has served as the Chief Financial Officer of Reform Alliance since 2019. Previously, Ms. Caldwell served as the Chief Financial Officer and Treasurer of the NHP Foundation, a non for profit dedicated to increasing housing affordability, from 2018 to 2019. From 2016 to 2018, Ms. Caldwell served as the Chief Financial Officer and Executive Vice President of the New York City Housing Authority. Prior to such position, she served as the president of Hanseatic Management Services, Inc., an asset management company, from 2015 to 2016. She has been a board member of Templeton Global Income Fund since February 2023. 1 Templeton Global Income Fund

Ketu Desai

DOB: 07/02/1982

Trustee Since July 2020 Ketu Desai has served as the founding partner and Principal of i-squared Wealth Management, Inc., a private wealth investment management firm, since 2016. He has been a board member of Templeton Global Income Fund since February 2023. 1 Templeton Global Income Fund

Kieran Goodwin

DOB: 07/30/1969

Trustee Since July 2020 Kieran Goodwin is the founder of Hidden Truth, a mobile application game. Previously, he served as the co-founder and Portfolio Manager of Panning Capital Management, LLC, a hedge fund with $2.5 billion AUM at its peak, from 2012 to 2019. 1 None

 

1The mailing address for each Independent Trustee is 405 Lexington Avenue, 58th Floor, New York, NY 10174.

 

64

   

 

Saba Capital Income & Opportunities Fund (Unaudited) Trustees and Officers
  October 31, 2023

 

INTERESTED TRUSTEES

 

Name, Address1

and Date of Birth

Position(s) Held with the Fund Term of Office and Length of Time Served1 Principal Occupation(s) During the Past 5 Years Number of Funds in the Fund Complex Overseen by Trustees2 Other Board Positions Held by Trustees
Nominee who is an “Interested Person”3      

Aditya Bindal

DOB: 03/10/1976

Trustee Since July 2020 Aditya Bindal has served as Chief Risk Officer of Saba Capital Management, L.P. since 2018, prior to which he served as Chief Risk Officer at Water Island Capital (“Water Island”), an event-driven investment firm with over $2.5 billion in AUM, from 2015 to 2018. He has been a board member of Templeton Global Income Fund since 2021. 1 Templeton Global Income Fund
Andrew Kellerman
DOB: 09/22/1965
Trustee Since July 2020 Andrew Kellerman has served as Partner, President and Head of Business Development of Saba Capital Management, L.P. since 2018. Prior to joining Saba, Mr. Kellerman served as a Managing Director and Head of Distribution for the Private Institutional Client group within Alex. Brown & Sons where he was responsible for placement of boutique funds and private direct investments from 2017 to 2018. Prior to Alex. Brown, Mr. Kellerman served as a Managing Partner of Measure 8 Venture Partners, a diversified private capital fund focused on opportunities in emerging industries, from January 2017 to November 2017. Previously, Mr. Kellerman served as a Managing Director and Head of Business Development with Vertical Knowledge supplying open source data and analytics for the defense, financial services, and  commercial markets from 2014-2016. 1 None

 

1The mailing address for each Interested Trustee is 405 Lexington Avenue, 58th Floor, New York, NY 10174.

 

OFFICERS

 

Name, Address1 and Date of Birth Position(s) Held with the Fund Term of Office and Length of Time Served1 Principal Occupation(s) During the Past 5 Years

Boaz Weinstein

DOB: 06/06/1973

President Since May 2021 CIO of Saba Capital

Pierre Weinstein

DOB: 04/04/1975

Chief Executive Officer Since May 2021 Portfolio Manager at Saba Capital

Michael D’Angelo

DOB: 09/08/1978

Secretary Since May 2021 COO and General Counsel at Saba Capital

Patrick Keniston2

DOB: 01/18/1964

CCO Since June 2021 Managing Director, Foreside Fund Services, LLC (since 2008)

Troy Statczar2

DOB: 08/31/1971

PFO, Treasurer Since June 2021 Senior Director, Foreside Treasurer Services since 2020 - Foreside Financial Group; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc.; Director of U.S. Operations (2008-2017) - Henderson Global Investors N.A., Inc.

Nitin Sapru

DOB: 12/07/1980

VP Since May 2021 CFO at Saba Capital

 

1Unless otherwise indicated, the mailing address for each officer is 405 Lexington Avenue, 58th Floor, New York, NY 10174.
2Patrick Keniston's and Troy Statczar’s address is Foreside Fund Officer Services, LLC, 3 Canal Plaza, Suite 100, Portland, ME 04101.

 

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(b)Not applicable

 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Ex-99.CODE ETH.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees has determined that Karen Caldwell is the sole Audit Committee Financial Expert, as defined in Item 3 of Form N-CSR. Ms. Caldwell, is “independent” for purposes of Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

Below are the amount of fees that Ernst & Young LLP (“EY”), the Fund’s current Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s fiscal year ended October 31, 2023 and the year ended October 31, 2022.

 

(a)Audit Fees: The aggregate fees billed for professional services rendered by EY, the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $123,500 for the year ended October 31, 2023 and $102,600 for the year ended October 31, 2022.

 

(b)Audit-Related Fees: The aggregate fees billed for assurance and related services by EY that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the year ended October 31, 2023, and $0 for the year ended October 31, 2022.

 

(c)Tax Fees (1): The aggregate fees billed for professional services rendered by EY for tax compliance, tax advice, and tax planning were $24,700 for the year ended October 31, 2023 and $23,500 for the year ended October 31, 2022. Such services included review of excise distribution calculations (if applicable), preparation of the Fund’s federal, state and excise tax returns, tax services related to mergers, and routine consulting.

 

(d)All Other Fees: The aggregate fees billed for products and services provided by EY, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the year ended October 31, 2023 and $0 for the year ended October 31, 2022.

 

(e)(1)Audit Committee Pre-Approval Policies and Procedures

 

Under the Sarbanes-Oxley Act of 2002, as amended (the “Act”), the Audit Committee is responsible for the appointment, compensation and oversight of the services provided by the Auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the Auditor in order to assure that these services do not impair the Auditor’s independence. In addition, the Audit Committee is required to pre-approve non-audit services provided by the Auditor to the Fund where such services provided have a direct impact on the operations or financial reporting of the Fund as further assurance that such services do not impair the Auditor’s independence.

 

The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which is intended to comply with Regulation S-X Rule 2-01, sets forth guidelines and procedures to be followed by the Fund when retaining the Auditor to perform audit-related services, tax services and other non-audit services under these circumstances, while also maintaining independence.

 

 

 

This Policy follows two different approaches to pre-approving services: (1) proposed services may be generally pre-approved (“General Pre-Approval”), or (2) proposed services that require specific pre-approval (“Specific Pre-Approval”). Unless a type of service provided by the Auditor has received General Pre-Approval, it will require Specific Pre-Approval by the Audit Committee.

 

(e)(2)Percentage of services referred to in 4(b) – (4)(d) that were approved by the audit committee

 

100% of the services were approved by the audit committee.

 

(f)Percentage of hours expended attributable to work performed by other than full time employees of EY if greater than 50%

 

Not applicable.

 

(g)Non-Audit Fees: The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to each Registrant by the independent registered public accounting firm for each Registrant’s fiscal year ended October 31, 2023 and the year ended October 31, 2022; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates that provide ongoing services to the Registrant, by the independent registered public accounting firm for the same time periods.

 

Registrant/Investment Adviser   10/31/2023     10/31/2022 
Saba Capital Income & Opportunities Fund  $24,700   $23,500 
Saba Capital Management/Voya Investments, LLC  $0   $0 

 

(h)Principal Accountants Independence: The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the Registrant's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining EY’s independence.

 

(i)Not applicable

 

(j)Not applicable

 

Item 5. Audit Committee of Listed Registrants

 

a.The Registrant has a separately-designated standing audit committee. The members of the committee are Thomas Bumbolow, Karen L. Caldwell, and Ketu Desai.

 

Item 6. Investments.

 

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The SEC adopted Rule 206(4)-6 under the Advisers Act, requiring registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Saba Capital has adopted proxy voting policies and procedures to ensure compliance with the Advisers Act. Saba Capital’s policy is to vote in a manner that serves the best interests of the clients. Except as set forth below, the firm has engaged BroadRidge Financial Solutions, Inc. to compile and vote all proxy ballots on behalf of the Saba Capital, using specific guidelines and recommendations provided by Glass, Lewis & Co., LLC (“Glass Lewis”).

 

 

 

Saba Capital may, from time to time, determine that it is in the best interests of its clients to either depart from specific Glass Lewis recommendations and/or vote shares held in the same proportion as the vote of all other holders of the securities. To the extent the Fund invests in investment companies, it will generally (i) seek instruction from the Fund’s shareholders and vote in accordance with such instructions, (ii) vote the shares held by the Fund in the same proportion as the vote of all other holders of the securities of the investment company or (iii) elect to not submit a proxy vote.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1) Portfolio ManagementThe following individuals share responsibility for the day-to-day management of the Trust’s portfolio:

 

Boaz Weinstein, Founder & CIO, employed by Saba Capital Management since 2009

 

Paul Kazarian, Portfolio Manager, employed by Saba Capital Management since 2013

 

Pierre Weinstein, Portfolio Manager, employed by Saba Capital Management since 2009

 

(a)(2V-iii) Other Accounts Managed

 

The following table shows the number of accounts and total assets in the accounts with respect to which the advisory fee is based on the performance of the account managed by the portfolio managers of the Fund as of October 31, 2023, unless otherwise indicated.

 

Portfolio Managers Name Registered Investment Companies Other Pooled Investment Vehicles (1) Other Accounts(1)
Boaz Weinstein

2 Accounts

$0 Total Assets

13 Accounts

$3,621,999,409 Total Assets

6 Accounts

$486,614,177 Total Assets

Paul Kazarian

2 Accounts

$0 Total Assets

13 Accounts

$3,621,999,409 Total Assets

4 Accounts

$70,022,958 Total Assets

Pierre Weinstein

2 Accounts

$0 Total Assets

13 Accounts

$3,621,999,409 Total Assets

6 Accounts

$486,614,177 Total Assets

 

(1)The advisory fees are based in part on the performance for each account.

 

(a)(2)(iv) Conflicts of Interest

 

Saba Capital and its affiliates accept performance-based fees from certain Clients. In addition, Saba Capital manages another Client account that is only charged sub-advisory fees and is not charged performance fees. Clients should be aware that performance fee arrangements may create a conflict of interest for Saba Capital, as they could create an incentive for Saba Capital to make investments that are riskier or more speculative than it would otherwise make absent a performance fee.

 

In the allocation of investment opportunities, performance-based compensation arrangements may also create an incentive to favor accounts from which Saba Capital may receive greater performance-based compensation over accounts from which Saba Capital may receive less performance-based compensation. Consistent with its fiduciary obligations, Saba Capital has a policy of allocating investment opportunities on a fair and equitable basis measured over time.

 

 

 

(a)(3) Compensation

 

The firm pays a base salary (fixed) and discretionary bonus (variable) measured by the contributions of the particular employee as well as the success of the firm. The firm also provides sick days, short term disability, bereavement, jury duty/voting, military leave and medical leave, as well as paid parental (maternity and paternity) leave. The firm also provides employees with a robust benefits package which includes 100% employer covered health, dental & vision insurance in addition to other ancillary benefits. Partners of the firm receive compensation based on their level of equity ownership in the firm which can be increased on a discretionary basis.

 

(a)(4) Ownership of Securities

 

The following table shows the dollar range of shares of the Fund owned by each team member as of October 31, 2023, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

 

Ownership:

 

Portfolio Managers Dollar Range of the Registrant’s Securities Owned by the Portfolio Managers
Boaz Weinstein $10,001 - $50,000

Paul Kazarian

None

Pierre Weinstein

None

 

(b) None.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

During the fiscal year ended October 31, 2023, there were no purchases made by or on behalf of the Registrant or any “affiliated purchaser”, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (“Exchange Act”), of shares or other units of any class of the Registrant's equity securities that are registered by the Registrant pursuant to Section 12 of the Exchange Act.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K, or this Item.

 

Item 11. Controls and Procedures.

 

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the Registrant's disclosure controls and procedures are effective to ensure that material information relating to the Registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the Registrant's disclosure controls and procedures allow timely preparation and review of the information for the Registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

 

(b) There were no significant changes in the Registrant's internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not Applicable. 

 

 

 

Item 13. Exhibits.

 

(a)(1)The Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

 

(a)(2)The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, are attached hereto as Exhibit 99.Cert.

 

(a)(3)Not applicable to this report.

 

(a)(4)Not applicable to this report.

 

(a)The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906Cert.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SABA CAPITAL INCOME & OPPORTUNITIES FUND

 

By: /s/ Pierre Weinstein  
  Pierre Weinstein (Principal Executive Officer)  
  Chief Executive Officer  
     
Date: January 5, 2024  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

SABA CAPITAL INCOME & OPPORTUNITIES FUND

 

By: /s/ Pierre Weinstein  
  Pierre Weinstein (Principal Executive Officer)  
  Chief Executive Officer  
     
Date: January 5, 2024  

 

By: /s/ Troy Statczar  
  Troy Statczar (Principal Financial Officer)  
  Treasurer and Chief Financial Officer  
     
Date: January 5, 2024  

 

 

 

 

SABA CAPITAL INCOME & OPPORTUNITIES FUND CODE OF BUSINESS CONDUCT AND ETHICS FOR PRINCIPAL

EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS

 

Introduction

 

The Saba Capital Income & Opportunities Fund Code of Business Conduct and Ethics for Principal Executive and Senior Financial Officers (this “SOX Code”) applies to the Fund’s PEO and PFO (each, an “Officer”).

 

The SOX Code provides guidance on how you, as an Officer, uphold these ethical standards. It applies to your service to the Fund.

 

The SOX Code consists of an outline of policies regarding conduct in several key areas: ethical behavior and legal compliance, conflicts of interest, confidentiality and business practices. You are responsible for reviewing the SOX Code and for acting in compliance with the SOX Code in your daily activities.

 

The SOX Code is not exhaustive; it provides guidance for carrying out your responsibilities on behalf of the Fund and observing the highest standards of ethical conduct. Because the SOX Code does not address every possible situation that may arise, you are responsible for exercising good judgment, applying ethical principles, and raising questions when in doubt. Your integrity and good judgment enhance the Fund’s brand, build the Fund’s reputation, and are the foundation of trust for our shareholder and business relationships.

 

The SOX Code also requires that Officers adhere to the specific information and guidance that is provided in all of the Fund’s policies and procedures, including the Fund Compliance Policies and Procedures Manual and the Code of Ethics adopted by the Adviser; publications that address individual conduct; and documents to which you agree as a requirement of your employment, collectively referred to as “company policies.” Company policies may be published in paper or electronic media.

 

You are responsible for reviewing the SOX Code, including company policies, applicable to you, and for acting in compliance with the SOX Code in your daily activities. You may obtain company policies and forms from the CCO.

 

Fund Conduct

 

The following general principles guide our Fund’s conduct:

 

We will act in accordance with applicable laws and regulations and will not tolerate behavior that is otherwise.

We will make public disclosures as required by law and regulation and as deemed appropriate to enable reasonable evaluation of the Fund.

We will strive to provide an equitable return for our investors.

We will conduct business fairly, in open competition.

 

Individual Conduct

 

The following general principles guide your individual conduct as an Officer:

 

You will not take any action that will violate any applicable law or regulation.

You will adhere to the highest standards of ethical conduct.

You will maintain the confidentiality of all information you obtain in the course of your employment.

You will escalate issues which you reasonably believe may place the Fund at risk, and report any behavior you reasonably believe is wrong.

You will not abuse or take the Fund’s assets or use them for your personal gain.

You will not engage in any activities that create a conflict of interest between you and the Fund.

You will comport yourself publicly in a manner that does not bring discredit on the Fund.

You will deal fairly with shareholders of the Fund, colleagues and others.

You will comply with this SOX Code.

 

 

You have personal responsibility to conduct the Fund’s business in a manner consistent with these principles, and you cannot avoid this responsibility by contrary instructions from others or by turning a blind eye. Many of these principles are explained in more detail below and in the Fund’s other policies and procedures. If you have questions on any of them, you should consult with the Adviser CCO or the CCO.

 

Ethical Behavior

 

Your decisions and behavior have far-reaching implications. Standards of ethical and professional conduct reflect on the individual, on the Fund’s brand, and on the investment industry as a whole. A strong personal sense of ethics should always play a significant role in guiding you towards a proper course of action.

 

Escalation of Concerns

 

Guidance is provided throughout the SOX Code on the appropriate means for escalating, disclosing and seeking approvals for activities governed by the SOX Code. At a minimum, if you know of, or reasonably believe there is, a violation of applicable laws or this SOX Code, you must report that information immediately to the Adviser CCO. If you believe the person to whom you have reported the violation, or possible violation, has not taken appropriate action, you must contact the Board. Neither you nor the person to whom you make a report should conduct preliminary investigations, unless authorized to do so by the Adviser CCO. Anyone who in good faith raises an issue in accordance with this SOX Code regarding a possible violation of law, regulation or company policy or any suspected illegal or unethical behavior will be protected from retaliation.

 

Compliance with Laws, Rules, Regulations and Policies

 

The foundation of the Fund’s ethical standards is compliance with the letter and spirit of the law. You must respect and obey all of the laws, rules and regulations applicable to our business, including among others, securities and other federal, state and local laws. You are responsible for being familiar and complying with the Fund’s policies and procedures. Although you are not expected to know the details of each law governing our business, you are expected to be familiar with and comply with the Fund’s policies and procedures and, when in doubt, to seek advice from the CCO as outlined in this SOX Code.

 

Conflicts of Interest

 

To maintain the highest ethical standards in conducting our business, it is important that you do not place yourself in a position that would cloud your judgment in carrying out the business affairs of the Fund. A “conflict of interest” occurs when your private interest interferes in any way – or even appears to interfere – with the interests of the Fund. You have a duty to report any material transaction or relationship that reasonably could be expected to be or to create a conflict of interest with the Fund. If you have any questions regarding what might constitute a conflict of interest, or to report any transaction or relationship that you believe has occurred or may occur that might constitute a conflict of interest, contact the CCO.

 

Certain conflicts of interest arise out of the relationships between Officers and the Fund and already are subject to conflict of interest provisions in the 1940 Act, and the Advisers Act. For example, Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This SOX Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this SOX Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund on the one hand and the Adviser on the other hand. Each Officer may also be an officer or employee of the Adviser, or its respective affiliates. As a result, this SOX Code recognizes that the Officers will, in the normal course of their duties (whether formally for the Fund, for the Adviser), be involved in establishing policies and implementing decisions that will have different effects on the Fund and the Adviser. The participation of the Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by Trustees that the Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

 

 

Outside Directorships, Outside Employment and Other Outside Activities

 

Unless previously approved by the Adviser, your position with the Fund and the Adviser must be your primary business association and must take precedence over any other employment or business affiliation you may have. We encourage you to accept appropriate directorships and advisory positions at most non-profit organizations and commercial firms; however, your service as an adviser to, or member of, the board of a public company, non-profit charitable, civic, social service, religious, professional or trade organization must be consistent with the provisions for the SOX Code, and not create a conflict of interest with your responsibilities to the Fund. This includes outside positions and activities that may be misconstrued to be activities of the Fund. Unless you have obtained prior approval from the Adviser CCO, you may not hold any position, whether paid or unpaid, with any other organization or outside activity that may interfere with your duties and responsibilities at the Fund. Approval will only be granted where it is clear that the proposed activity will not interfere with your duties at the Fund or the Adviser and that none of the Fund or the Adviser will incur any liability or responsibility for such outside activity.

 

Conflicts of interest may arise in certain business situations in which you, or a member of your household (or of a relative whose financial interests you control), participate. Examples include making significant investments in companies that compete with the Fund or in entities that do business with the Fund. If you or a member of your household intends to hold such an investment, you must disclose it in writing to, and obtain prior approval for the investment from, the Adviser CCO.

 

Personal Investment Accounts and “Inside Information”

 

You must disclose any investment accounts maintained by you or any related parties. You must do this at the time you become an Officer, at the time of any change in such information, and annually thereafter. Officers may not buy, sell, trade or carry securities or commodities for their personal investment accounts under circumstances that could result in their becoming obligated to any dealer, broker or client or that could produce or appear to produce conflicts of interest.

 

You should avoid circumstances that could introduce a personal financial bias into the handling of shareholder and Fund matters. In this regard, you should not become over-indebted and should borrow only from banks and other traditional lenders.

 

A “corporate opportunity” is an opportunity discovered through the use of Fund property, information or position. Officers are prohibited from taking corporate opportunities for themselves personally. This rule includes any fee or other compensation offered or paid by Fund shareholders in connection with routine company activity or for individual service as an executor, trustee, director or other fiduciary. It covers any other services performed for your benefit because of your role at the Fund, such as endorsements, lectures, articles, book reviews, compensation received from vendors and compensation paid for participating in interviews with the media and making radio or television appearances. You may not use Fund property, information or position for improper personal gain, and you may not compete with the Fund directly or indirectly.

 

Confidentiality of Information

 

As an investment company, we have particular responsibilities for safeguarding the information of our shareholders and the proprietary information of the Fund. You should be mindful of this obligation when you use the telephone, fax, e-mail, and other electronic means of storing and transmitting information. You should not discuss confidential information in public areas where it can be overheard, read confidential documents in public places, nor leave or discard confidential documents where they can be retrieved by others.

 

Confidentiality of Shareholder Information

 

Information concerning the identity of the Fund’s underlying shareholders and their transactions and accounts is confidential. Such information may not be disclosed to persons working on behalf of the Fund except as they may need to know it in order to fulfill their responsibilities to the Fund. You may not disclose such information to anyone or any firm outside the Fund unless (i) the outside firm needs to know the information in order to perform services for the Fund and is bound to maintain its confidentiality; (ii) when the shareholder has consented or been given an opportunity to request that the information not be shared; (iii) as required by law; or (iv) as authorized by the Adviser CCO.

 

Information regarding shareholder or Fund transactions must not be used in any way to influence trades in personal accounts. Trading ahead of Fund transactions is known as front running and is prohibited. Following Fund transactions with your trading activity is known as piggybacking or shadowing and is likewise prohibited. If you reasonably believe improper trading in personal or Fund accounts has occurred, you must report such conduct to the Adviser CCO.

 

 

Privacy

 

The Fund is committed to safeguarding customers’ privacy. We do not sell any personally identifiable customer information. Sharing of such information with third parties is limited to situations related to the processing and servicing of customer accounts, and to specifically delineated exceptions in the federal privacy law. We share information with our affiliates as allowed by federal law. You must be familiar with the procedural and systemic safeguards we maintain to protect this information and report any breaches of these safeguards to the Adviser CCO.

 

Proprietary Information of the Fund

 

You have the responsibility to safeguard the Fund’s proprietary information. Proprietary information includes intellectual property (copyrights, trademarks or patents or trade secrets), particular know-how (business or organizational designs, or business, marketing or service plans or ideas) and sensitive information about the Fund (databases, records, salary information or unpublished financial reports). If you have any questions about what constitutes proprietary information, or if you believe such information has been compromised, contact the Adviser CCO

 

Non-Retaliation

 

It is your obligation to report issues regarding possible violations of business regulations or this SOX Code when you suspect in good faith that a violation may have or might occur. No Officer will be retaliated against for making a good faith complaint or bringing inappropriate conduct to the Fund’s attention, for assisting another Officer in making a good faith report, for cooperating in an investigation, or for filing an administrative claim with a state or federal governmental agency. Any employee who engages in retaliatory conduct in violation of our policies will be subject to disciplinary action, up to and including termination of employment. If you reasonably believe retaliatory conduct has occurred, you must report such conduct to the Adviser CCO.

 

Business Practices

 

It is your obligation to report issues regarding possible violations of business regulations or this SOX Code when you suspect in good faith that a violation may have or might occur. As a financial institution, it is imperative that we operate with efficiency and with the highest business standards, and that we maintain and provide accurate information.

 

Financial Disclosures

 

The Fund is committed to providing full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and other regulatory agencies and in other public communications made by the Fund. You are required to comply with Fund policies and procedures to provide such full, fair, accurate, timely and understandable disclosure. If you have any questions about your duties in supporting the Fund’s financial reporting processes, contact the Adviser CCO.

 

Conduct of Audits

 

Neither you nor any other person acting under your direction shall directly or indirectly take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the Fund’s financial statements.

 

Types of conduct that constitute improper influence include, but are not limited to, directly or indirectly:

 

Offering or paying bribes or other financial incentives, including offering future employment or contracts for non-audit services;

Providing an auditor with inaccurate or misleading legal analysis;

Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the issuer’s accounting;

 

 

Seeking to have a partner removed from the audit engagement because the partner objects to the Fund’s accounting;

Blackmailing; and

Making physical threats.

 

If you reasonably believe improper influence has occurred, you must report such conduct to the Adviser CCO.

 

Record-Keeping

 

We require honest and accurate recording and reporting of information to maintain the integrity of our business records and to make responsible business decisions. The Fund’s books, records and accounts must (i) accurately reflect all transactions of the Fund and all other events that are subject of a specific regulatory record-keeping requirement; (ii) be maintained in reasonable detail; and (iii) conform both to applicable legal requirements and to the Fund’s system of internal controls. Unrecorded or “off the books” funds or assets are prohibited unless permitted by applicable law or regulation. Business records must not contain exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies. This applies equally to e-mail, internal memoranda, formal reports, and all other forms of business records. You must be familiar with the Fund’s record retention policies and always retain or destroy records according to them. In the event of litigation, governmental investigation or the threat of such action, you should consult the Adviser CCO.

 

Any suspected breach of this obligation should be reported immediately to the Adviser CCO.

 

Cooperating with Compliance, Audit, Regulatory Authorities and Authorized Investigations

 

You must cooperate fully with compliance officers, auditors, examiners and regulatory authorities, and others who are conducting authorized examinations, investigations or other reviews of the Fund’s records and business practices. Authorized requests for information and access to the Fund’s records are to be satisfied in a timely, responsive and respectful manner.

 

Any Officer who has been convicted of any crime involving dishonesty or a breach of trust must disclose such conviction to the Adviser CCO promptly, even if that crime did not relate to Fund business.

 

If you have any questions related to the appropriateness of providing access to the Fund’s records, you should contact the Adviser CCO. In the event of litigation or governmental investigation, you should consult the Adviser CCO regarding document production and record retention.

 

Competition and Fair Dealing

 

We operate our business fairly and honestly. We seek competitive advantage through performance and dedication to our values and never through unethical or illegal business practices. It is our policy to comply with anti-trust laws. These laws are complex and not easily summarized but at a minimum require that there be no agreement or understanding between the Fund and its competitors that affect prices, terms or conditions of sale or that unreasonably restrain full and fair competition. You must always respect the rights of and deal fairly with the Fund’s shareholders and competitors. You must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. If you have any question about what constitutes an unfair business practice, you should consult the Adviser CCO.

 

Vendor Selection, Brokerage Allocation

 

The selection of professional services, including those of brokers, dealers, attorneys or business consultants, should be based on competitive analysis of quality, price and benefit to the Fund. When transacting business on behalf of the Fund, if you feel that you may have a potential conflict of interest, you must notify the Adviser CCO of the potential conflict prior to initiating the transaction.

 

If you are in a position to influence the selection of brokers, you are prohibited from having any financial interest in a brokerage firm (other than those whose shares are traded publicly) and you may not accept gifts or entertainment or any other form of compensation from the brokerage community except as permitted under this SOX Code.

 

 

Prohibition of Bribery and Kickbacks

 

Our policies prohibit bribery or kickbacks of any kind and to anyone in the conduct of our business. The U.S. government has a number of laws and regulations applicable specifically to business gratuities that may be accepted by U.S. and foreign government personnel. The promise, offer or delivery to an official or employee of the U.S. government or an official, employee or candidate of a foreign government of a gift, favor, payment or other gratuity in violation of these rules would not only violate the Fund’s policy but could also be a criminal offense. Similarly, federal law, as well as the laws of many states, prohibits engaging in “commercial bribery.” Commercial bribery involves soliciting, demanding or agreeing to accept anything of value from any person intending to influence or be rewarded in connection with any business or transaction, and prohibits all such behavior, for example, with respect to vendors, competitors, shareholders, and government employees. If you have any questions or need any guidance, you should contact the Adviser CCO.

 

Compliance Procedures

 

We will work together to ensure compliance with the SOX Code and to take prompt action in response to reported violations of the SOX Code.

 

Seeking Guidance

 

If you are unsure of what to do in any situation, seek guidance before you act. Use the Fund’s resources, including the Adviser CCO or CCO. If you feel that it is not appropriate to discuss a matter with the Adviser CCO or CCO, you may contact the Board. Remember that you must report all incidents of misconduct, and you may do so without fear of retaliation. If you have violated the SOX Code, however, making a report will not protect you from the consequences of your actions.

 

Reporting Conduct that May be in Violation of the SOX Code

 

You must report conduct that you believe to be in violation of the SOX Code, the Fund’s policy, law or regulation. Reports should be escalated in the following manner:

 

If you have a reasonable belief that a violation has occurred, or may occur, you must report the conduct to the Adviser CCO.

The Adviser CCO, in cooperation with the CCO, will take all appropriate action to investigate any potential violation reported to them and will notify counsel for the Fund’s independent Trustees and counsel for the Fund of the substance of the potential violation.

If after investigation, the Adviser CCO and CCO reasonably believe that no violation has occurred, they are not required to take any further action.

Any matter that the Adviser CCO or CCO believes is a violation will be reported to the Board.

If the Board concurs that a violation has occurred, the Board will consider appropriate action, which may include review of, and appropriate modification to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or a recommendation to dismiss the Officer.

 

Roles in Observing Compliance

 

As an Officer of the Fund, you have a role in observing compliance with the SOX Code. In general, that includes:

 

Role of Officers

 

Read and be familiar with conduct rules outlined in this SOX Code and periodically review them.

Affirm in writing to the Board that the Officer has received, read and understands the SOX Code.

Annually affirm to the Board that the Officer has complied with the requirements of the SOX Code.

Comply with the conduct standards outlined in this SOX Code in all dealings and actions, including those with shareholders, the public and vendors.

Report in a timely manner to the Adviser CCO any conduct that may constitute a violation of the SOX Code, the Fund’s policies, or laws, rules and regulations.

Raise questions or concerns about conduct issues with the Adviser CCO or CCO, and seek advice when in doubt.

Cooperate with management during fact-finding investigations and comply with any confidentiality rules imposed.

 

 

Role of the Board

 

Review the SOX Code annually and recommend any changes.

Review the Officer reports of compliance with the SOX Code.

 

Interpretation of SOX Code and Waivers of the SOX Code

 

The CCO is responsible for applying the SOX Code to specific situations in which questions are presented under him and has the authority to interpret the Code in any particular situation. However, waivers of the SOX Code may be made only by the Board and will be promptly disclosed publicly as required by law.

 

Amendments

 

This SOX Code may not be amended except in written form, which is specifically approved or ratified by a majority of the Board including a majority of the independent Trustees, except for an amendment to Exhibit 4, which is attached hereto. Any amendments will, to the extent required, be disclosed in accordance with law.

 

Other Policies and Procedures

 

This SOX Code constitutes the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Adviser, or other Fund service providers govern or purport to govern the behavior or activities of an Officer who is subject to this SOX Code, they are superseded by this SOX Code to the extent that they conflict with the provisions of this SOX Code. The Adviser’s and the Fund’s codes of ethics under Rule 17j-1 pursuant to the Investment Company Act and the Adviser’s policies and procedures set forth in its compliance manual and elsewhere are separate requirements applying to the Officers and are not part of this SOX Code.

 

Confidentiality

 

All reports and records prepared or maintained pursuant to this SOX Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this SOX Code, such matters shall not be disclosed to anyone other than the Board and their counsel.

 

Internal Use

 

This SOX Code is intended for internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

 

Contacts

 

If you have further questions about the SOX Code, or about its applicability with respect to a particular matter, please contact the Adviser CCO or CCO. If you feel that it is not appropriate to discuss a matter with the either CCO, you may contact the Board. The contact information of the Adviser CCO, CCO, and the Board is attached hereto as Exhibit 4.

 

Exhibit 4

 

(Effective June 5, 2021)

 

Adviser CCO:

 

Michael D’Angelo (212) 542-4635

 

CCO:

 

Patrick J. Keniston (207) 615-9096

 

 

Board:

 

Aditya Bindal (212) 542-4644

 

Thomas Bumbolow (917) 589-1028

 

Karen Caldwell (773) 531-4692

 

Ketu Desai (914) 552-4170

 

Kieran W. Goodwin (917) 689-3628

 

Andrew Kellerman (917) 455-8422

Exhibit 99.Cert.

 

I, Pierre Weinstein, Chief Executive Officer and Principal Executive Officer of the Saba Capital Income & Opportunities Fund (the “Registrant”), certify that:

 

1.I have reviewed this report on Form N-CSR of the Registrant;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.The Registrant’s other certifying officer(s) and I have disclosed to the Registrant's auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

By: /s/ Pierre Weinstein  
  Pierre Weinstein (Principal Executive Officer)  
  Chief Executive Officer  
     
Date: January 5, 2024  

 

 

 

I, Troy Statczar, Treasurer and Principal Financial Officer of the Saba Capital Income & Opportunities Fund (the “Registrant”), certify that:

 

6.I have reviewed this report on Form N-CSR of the Registrant;

 

7.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

8.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

9.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

10.The Registrant’s other certifying officer(s) and I have disclosed to the Registrant's auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

By: /s/ Troy Statczar  
  Troy Statczar (Principal Financial Officer)  
  Treasurer and Chief Financial Officer  
     
Date: January 5, 2024  

 

 

Exhibit 99.906Cert

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR (the “Report”) for the period ended October 31, 2023 of the Saba Capital Income & Opportunities Fund (the “Fund”).

 

I, Pierre Weinstein, the Chief Executive Officer and Principal Executive Officer of the Fund, certify that:

 

(i)the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Dated: January 5, 2024  
     
By: /s/ Pierre Weinstein  
  Pierre Weinstein (Principal Executive Officer)  
  Chief Executive Officer  

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR (the “Report”) for the period ended October 31, 2023 of the Saba Capital Income & Opportunities Fund (the “Fund”).

 

I, Troy Statczar, the Treasurer and Principal Financial Officer of the Fund, certify that:

 

(i)the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Dated: January 5, 2024  
     
By: /s/ Troy Statczar  
  Troy Statczar (Principal Financial Officer)  
  Treasurer and Chief Financial Officer  

 

 

 

November 28, 2022

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2022 and reported to you on Form 1099-DIV early in 2023.

 

The Fund estimates that the distribution payable on November 30, 2022 is comprised of approximately 100% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

December 28, 2022

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2022 and reported to you on Form 1099-DIV early in 2023.

 

The Fund estimates that the distribution payable on December 30, 2022 is comprised of approximately 11% net income and 89% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

January 27, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on January 31, 2023 is comprised of approximately 9% net income and 91% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

 

February 24, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on February 28, 2023 is comprised of approximately 33% net income and 67% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

March 29, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on March 31, 2023 is comprised of approximately 19% net income and 81% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

 

April 26, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on April 28, 2023 is comprised of approximately 4% net income and 96% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

May 26, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on May 31, 2023 is comprised of approximately 4% net income and 96% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

June 28, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on June 30, 2023 is comprised of approximately 100% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

July 27, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on July 31, 2023 is comprised of approximately 28% net income and 72% return of capital.

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

August 29, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on August 31, 2023 is comprised of approximately 100% return of capital

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

September 27, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on September 29, 2023 is comprised of 100% return of capital

 

www.sabacef.com

SEC-19-BRW-10252021

 

 

 

October 27, 2023

 

IMPORTANT INFORMATION REGARDING MONTHLY DISTRIBUTION

 

Saba Capital Income & Opportunities Fund

 

DISTRIBUTION NOTICE - We are providing shareholders of Saba Capital Income & Opportunities Fund (the “Fund”) with an estimate of the source of the Fund’s monthly distribution as required by current securities laws. THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY. NO ACTION IS REQUIRED ON YOUR PART. These estimates may, and likely will, vary over time based on the investment activities of the Fund and changes in the value of its portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after December 31, 2023 and reported to you on Form 1099-DIV early in 2024.

 

The Fund estimates that the distribution payable on October 31, 2023 is comprised of 100% return of capital

 

www.sabacef.com

SEC-19-BRW-10252021

 


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