UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement | |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| [X] | Definitive Proxy Statement | |
| [ ] | Definitive Additional Materials | |
| [ ] | Soliciting Material Pursuant to 240.14a-12 |
SABA CAPITAL INCOME OPPORTUNITIES FUND II
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
| [x] | No fee required | ||
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||
| (1) | Title of Each class of securities to which transaction applies: | ||
| (2) | Aggregate number of securities to which transaction applies: | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | ||
| (5) | Total fee paid: | ||
| [ ] | Fee paid previously with preliminary materials. | ||
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
| (1) | Amount Previously Paid: | ||
| (2) | Form, Schedule or Registration No.: | ||
| (3) | Filing Party: | ||
| (4) | Date Filed: | ||
Saba Capital Income Opportunities Fund II
405 Lexington Avenue, 58 th Floor New York, New York 10174
212-542-4644
May 20, 2025
Dear Shareholder:
On behalf of the Board of Trustees (the Board), we are pleased to invite you to the annual meeting of shareholders (the Annual Meeting) of Saba Capital Income Opportunities Fund II (the Fund). The Annual Meeting is scheduled for 1:00 p.m., Eastern Time, on June 20, 2025, via audio teleconference.
At the Annual Meeting, shareholders of the Fund are being asked to approve the election of seven nominees to the Board of Trustees of the Fund (the Proposal).
Formal Notice of the Annual Meeting appears on the next page, followed by the proxy statement (the Proxy Statement). The Proposal is discussed in detail in the enclosed Proxy Statement, which you should read carefully.
After careful consideration, the Board recommends that you vote FOR the Proposal.
Your vote is important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting and vote during the Annual Meeting, we urge you to complete, date and sign the enclosed Proxy Ballot and promptly return it in the enclosed postage-paid return envelope provided, authorize your proxy by telephone or through the Internet as described in the enclosed Proxy Ballot, or, if you are a beneficial owner, follow the voting instruction form of your bank or banker as soon as possible.
We appreciate your participation and prompt response in this matter and thank you for your continued support.
Sincerely,
Andrew Kellerman
Chairman of the Board
Notice of Annual Meeting of Shareholders
of
Saba Capital Income Opportunities Fund II
405 Lexington Avenue, 58 th Floor New York, New York 10174
212-542-4644
Dear Shareholder:
NOTICE IS HEREBY GIVEN that an annual meeting of the shareholders (the Annual Meeting) of Saba Capital Income Opportunities Fund II (the Fund) is scheduled for Friday, June 20, 2025 at 1:00 P.M Eastern Time via audio teleconference for the purposes described below and more fully described in the accompanying proxy statement (the Proxy Statement). Shareholders will not have to travel to attend the Annual Meeting but will be able to view the meeting live and cast their votes by accessing a web link.
At the Annual Meeting, shareholders will be asked:
| 1. | To elect seven nominees to the Board of Trustees of the Fund, each to hold office for the term indicated and until his or her successor has been elected and qualified (the Proposal); |
And
| 2. | To transact such other business, not currently contemplated, that may properly come before the Annual Meeting, or any adjournment(s) or postponement(s) thereof. |
Please read the enclosed Proxy Statement carefully for information concerning the Proposal to be placed before the Annual Meeting. The Board of Trustees recommends that you vote FOR the election of each of the nominees.
The Board has fixed the close of business on April 24, 2025, as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment(s) and postponement(s) thereof (Record Date). Your attention is called to the accompanying Proxy Statement. Regardless of whether you plan to attend the Annual Meeting, please complete, sign, and return promptly the enclosed Proxy Ballot , so that a quorum will be present and a maximum number of shares may be voted. Proxies may be revoked at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the Fund or by voting virtually at the Annual Meeting.
By Order of the Board of Trustees of the Fund
Michael DAngelo
Secretary
May 20, 2025
PROXY STATEMENT
May 20, 2025
SABA CAPITAL INCOME OPPORTUNITIES
FUND II
405 Lexington Avenue, 58 th Floor
New York, New York 10174
212-542-4644
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 2025
Important Notice Regarding the Availability of Proxy
Materials
for the Annual Meeting of Shareholders to be Held on June 20, 2025
This Proxy Statement and Notice of Annual Meeting of Shareholders are
available at: www.proxyvote.com
INTRODUCTION
Why did you send me this booklet?
This booklet includes a notice of the Annual Meeting (the Notice), proxy statement (the Proxy Statement) and a proxy ballot (the Proxy Ballot) for the Saba Capital Income Opportunities Fund II (the Fund) in which you own shares. It provides you with information you should review before providing voting instructions on the matters listed in the Notice. The Notice, the Proxy Statement, and the Proxy Ballot were first mailed to shareholders of record on or about May 20, 2025. The words you and shareholder are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
What proposal will be considered at the Annual Meeting?
At the Annual Meeting, shareholders of the Fund are being asked to approve the election of seven nominees to the Board of Trustees of the Fund (the Proposal).
Who is eligible to vote?
Shareholders of record holding an investment in shares of the Fund as of the close of business on April 24, 2025 (the Record Date) are eligible to vote at the Annual Meeting or any adjournments or postponements thereof.
How do I vote?
You may submit your Proxy Ballot in one of four ways:
| ● | By Internet. Please refer to the enclosed Proxy Ballot, go to the internet address provided and follow the instructions for voting on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| ● | By Telephone. Please call the toll-free number for telephone voting, which can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| ● | By Mail. Please mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot. |
| ● | Virtually at the Annual Meeting. You can vote your shares virtually at the Annual Meeting. There is no physical location for the Annual Meeting. If you expect to attend the Annual Meeting virtually, please call Broadridge Fund Solutions, LLC (Broadridge) at 855-928-4478. |
If you encounter any difficulties accessing the live webcast and listen-only conference call before or during the Annual Meeting time, please call 866-612-8937 (Toll Free).
You may authorize a proxy to vote via the Internet or by Telephone at any time prior to 11:59 p.m. Eastern Time on June 19, 2025, the day before the Annual Meeting.
When and where will the Annual Meeting be held? The Annual Meeting is scheduled to be held via audio teleconference on Friday, June 20, 2025, at 1:00 P.M. Eastern Time and, if the Annual Meeting is adjourned or postponed, any adjournment(s) or postponement(s) of the Annual Meeting will also be held in the same manner. There is no physical location for the Annual Meeting.
To participate in the Annual Meeting, shareholders must register in advance by visiting https://www.viewproxy.com/sabacapital/broadridgevsm2/ and submitting the requested required information to Broadridge, the Funds proxy tabulator.
Shareholders whose shares are registered directly with the Fund in the shareholders name will be asked to submit their name and control number found on the shareholders Proxy Ballot in order to register to participate in and vote at the Annual Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a legal proxy from the applicable nominee/record holder, who will then provide the shareholder with a newly issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 2 days prior to Meeting Date, June 18, 2025, but in any event, the legal proxy must be received by the scheduled time for commencement of the Annual Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/sabacapital/broadridgevsm2/, submit their name and newly issued control number in order to register to participate in and vote at the Annual Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Annual Meeting, and (ii) an email with a password to enter at the event link in order to access the Annual Meeting.
Shareholders may vote before or during the Annual Meeting at proxyvote.com. Only shareholders of the Fund, as of the Record Date, present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Annual Meeting.
How can I obtain more information about the Fund? Should you have any questions about the Fund, please do not hesitate to contact Broadridge toll free at 855-928-4478.
A COPY OF THE CURRENT ANNUAL REPORT AND MOST RECENT SEMI-ANNUAL REPORT IS AVAILABLE, WITHOUT CHARGE, ON THE INTERNET AT WWW.SABACEF.COM OR BY CONTACTING THE FUND AT:
SABA CAPITAL MANAGEMENT, L.P.
405 LEXINGTON AVENUE, 58 TH FLOOR
NEW YORK, NY 10174
212-542-4644
Who are the service providers to the Fund?
Saba Capital Management, L.P. (Saba Capital or Adviser) serves as the investment adviser to the Fund. Additional information about Saba Capital may be found below.
Saba Capital, a Delaware limited partnership, has overall responsibility for the management of the Fund. Saba Capital oversees all investment advisory and portfolio management services 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. Saba Capital is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser.
The Adviser is a U.S.-based registered investment adviser who focuses on credit relative value, tail hedge and closed-end funds. Saba Capitals principal office is located at 405 Lexington Avenue, 58th Floor, New York, New York 10174. As of April 1, 2025, Saba Capital managed approximately $5.9 billion in assets.
The Fund has engaged ALPS Fund Services, Inc. (SSC ALPS) as the Funds Administrator, to provide certain administrative services to the Fund, pursuant to service agreements with the Fund. SSC ALPS also acts as Fund Accountant. The principal business address of SSC ALPS is 1290 Broadway Suite 1000 Denver, CO 80203. The Fund has engaged Equiniti (EQ) as the Funds Transfer Agent, to provide transfer agency services to the Fund. The principal business address of EQ is 48 Wall Street, 22 nd Floor, New York, NY 10005. In addition, the Fund has engaged Foreside Fund Officer Services, LLC (Foreside) to provide third-party compliance officer and treasurer services. The principal business address of Foreside is 3 Canal Plaza, 3 rd Floor, Portland, ME 04101.
PROPOSAL ONE ELECTION OF THE
NOMINEES
What is Proposal One?
The Board of Trustees of the Fund (the Board) has nominated seven individuals (the Nominees) for election as Trustees of the Fund. Shareholders are being asked to elect each Nominee as a Trustee, each to serve until his or her death, resignation, or removal or until his or her successor is duly elected and qualified.
The Nominees are: Karen Caldwell, Ketu Desai, Frederic Gabriel, Mark Hammitt, Garry Khasidy, Andrew Kellerman and Anatoly Nakum, each of whom is a current member of the Board. Messrs. Desai, Gabriel, Hammitt, Khasidy and Nakum as well as Ms. Caldwell are not interested persons, as defined in the Investment Company Act of 1940, as amended (the 1940 Act) of the Fund. Such persons are commonly referred to as Independent Trustees. Mr. Kellerman is considered an interested person of the Fund, as defined in the 1940 Act, because he is also employed by Saba Capital. Each nominee has consented to serve as a Trustee and to being named in this Proxy Statement. Please read the section entitled Further Information about the Trustees and Officers before voting on the Proposal.
Who are the Nominees and what are their qualifications?
Set forth below is pertinent information about each Nominee.
Independent Trustees
Karen Caldwell
Karen Caldwell has served as an Independent Trustee on the Boards of Trustees of the Fund since February 2023 and Saba Capital Income Opportunities Fund since February 2020, including serving as Chairperson of the Audit Committees of each of those funds.
Ms. Caldwell has served as the Chief Financial Officer of Tides Network, a non-profit organization dedicated to advancing social justice since 2024. Previously, Ms. Caldwell served as the Chief Financial Officer of Reform Alliance, a non-profit organization dedicated to probation reform, from 2019 to 2024. She also served on the board of trustees of Finite Solar Finance Fund from 2021 to 2023. Prior to that, Ms. Caldwell served as the Chief Financial Officer and Treasurer of the NHP Foundation, a not-for-profit organization 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. Prior to Hanseatic, Ms. Caldwell served as a managing director of Alternative Investments at Amundi Investments, LLC, an investment advisement firm, from 2008 to 2014. From 1994 until 2008, Ms. Caldwell served as the Group Senior Vice President and Co-Head of Rates and Portfolio Management of ABN AMRO/LaSalle Bank Corporation Treasury. Ms. Caldwell also served as the Vice President of Foreign Exchange Trading and Sales at JPMorgan Chase from 1982 until 1994.
Ms. Caldwell has served as a Member of the Illinois Finance Authority since her appointment by the Governor of Illinois in 2023 and previously served as a member of the board of directors and on the Audit Committee of the Chicago Housing Authority from 2014 until 2015.
Ms. Caldwell earned a B.S. in Accounting from Florida AM University, and an M.B.A. in Finance Marketing from Northwestern University, Kellogg School of Management. Ms. Caldwells qualifications to serve as a Trustee of the Fund include her extensive experience as senior management in various businesses and decades of leadership experience in large financial institutions.
Ketu Desai
Ketu Desai has served as an Independent Trustee on the Board of Trustees of the Fund since February 2023 and is a member of the Audit Committee. Mr. Desai has also served on the Board of Trustees of Saba Capital Income Opportunities Fund since 2020 and is member of its Audit Committee. Mr. Desai has served on the Board of Directors of the ASA Gold and Precious Metals Limited Fund since 2024 and is a member of its Audit Committee.
Mr. Desai has served as the founding partner and Principal of i-squared Wealth Management, Inc., a private wealth investment management firm, since 2016 and was Chief Investment Officer of Centerfin from 2020 to 2024. Previously, he served as Investment Analyst at Lighthouse Investment Partners, LLC (Lighthouse), a global investment firm, from 2007 until 2016. Based out of Lighthouses NYC office, Mr. Desai helped manage Lighthouses credit funds, including the Lighthouse Credit Opportunities Fund and Lighthouse Credit Compass. At Lighthouse, Mr. Desai was also a member of the firms Relative Value committee, responsible for portfolio allocation decisions and risk management of fixed income, credit, event-driven, mortgage, and distressed strategies. Prior to joining Lighthouse, Mr. Desai served as a MA Investment Banking Analyst at Credit Suisse AG.
Mr. Desai earned a B.A. in Economics from Stony Brook University, and a M.S. in Economics from New York University. Mr. Desai has also received an MBA from NYU Stern in Finance, Financial Instruments and Markets, and Entrepreneurship and Innovation. Mr. Desais qualifications to serve as a Trustee of the Fund include his extensive experience in senior management and leadership in large financial institutions.
Frederic Gabriel
Frederic Gabriel has served as an Independent Trustee on the Board of Trustees of the Fund since May 2021.
Mr. Gabriel has served as Founder and Chief Executive Officer of Orion Realty NYC LLC, a real estate investment firm where he focuses on opportunities in the United States and specifically, the New York Tri-State area, since June 2014. Prior to that, Mr. Gabriel spent more than 15 years in investment banking, working at some of the highest ranked and most competitive banks at the time, including Lehman Brothers, Merrill Lynch, Credit Suisse, and most recently, JP Morgan Chase Co. (NYSE: JPM), where he served as an Executive Director from July 2007 until June 2014. Mr. Gabriel has traded across the three major financial cities: London, Hong Kong and New York. Prior to his investment banking career, Mr. Gabriel served 13 months in the French Air Force as a Reserve Officer.
Mr. Gabriel attended ENSAM/Paris Tech (Arts et Mtiers), located at 151 Bd de l'Hpital, 75013 Paris, France, from 1994 to 1997, where he received a degree in engineering. He also attended HEC Paris, located at 1 Rue de la Libration, 78350 Jouy-en-Josas, France, from 1998 to 1999, where he received a MS in International Finance.
Mr. Gabriels qualifications to serve as a Trustee of the Fund include his extensive financial experience, his entrepreneurial expertise having founded a real estate investment firm, and his leadership experience having served in leadership roles at leading financial institutions.
Mark Hammitt
Mark Hammitt has served as an Independent Trustee on the Board of Trustees of the Fund since February 2023.
Mr. Hammitt is the Founder and former CFO of Revere CRE, a capital markets network for institutional commercial real estate players. Mark started his career with UBS, working on the SNB Stabfund, before moving to the Royal Bank of Canada. With RBC, Mark traded fixed income ETF arbitrage and relative value, as part of the Index Arbitrage desk within the Global Arbitrage Trading group. Over the next decade, Mark brought his trading strategy to Arxis Securities and Weiss Multistrategy Advisers, navigating trading infrastructure, compliance, legal, and management challenges to create new opportunities from the ground up. In 2020, Mark co-founded Revere CRE, where he was responsible for all aspects of the company, including sales, marketing, data solutions, regulatory, compliance, legal, human resources, financial and operational procedures.
Mr. Hammitt earned a B.A. in Economics from the University of Michigan and a M.S. in Accounting from the University of Michigan Stephen M. Ross School of Business. Mr. Hammitts qualifications to serve as a Trustee of the Fund include his extensive financial experience, particularly in trading strategy and compliance, and his leadership roles at leading financial institutions.
Garry Khasidy
Garry Khasidy has served as an Independent Trustee on the Board of Trustees of the Fund since March 2023.
Mr. Khasidy has served as Partner of ISAM Holdings, an alternative investment manager that specializes in quantitative investing since early 2022. There, Mr. Khasidy started ISAM Re to focus on insurance and niche real estate funding. Previously, Mr. Khasidy served as Managing Director of IMAN Capital, a private investments firm based in London, with a focus on Special Situations, from 2020 until 2022. He also served as Managing Director of Odyssey Infrastructure from 2018 until 2020, where he led the insurance division and focused on the origination of strategic relationships leading to transaction flow, and as Managing Director of Pantechnicon Capital from 2015 until 2018. In addition, Mr. Khasidy held positions at Standard Bank, where he was Global Head of Structured and Specialty Finance from 2010 to 2012; Goldman Sachs, where he was head of EMEA and PWM Structuring from 2008 to 2010; Lehman Brothers, where he was Co-head of European Private Credit from 2004 to 2008; Dresdner and Allianz Private investments, Structuring and Investing from 2000 to 2004 and Credit Agricole, Emerging Markets Asset Management from 1997 to 2000.
Mr. Khasidy earned a Bachelor of Science in Economics and Legal Studies from the University of Pennsylvania Wharton School of Business.
Mr. Khasidys qualifications to serve as a Trustee of the Fund include his extensive leadership experience across a variety of executive positions in both the Finance and Investment Management sectors.
Anatoly Nakum
Anatoly Nakum has served as an Independent Trustee on the Boards of Trustees of the Fund since February 2023 and Saba Capital Income Opportunities Fund since April 2024.
Mr. Nakum is a senior-level finance executive with 25 plus years of experience in the credit markets managing multibillion-dollar portfolios at major institutions. Mr. Nakum has served as Partner and Head of Portfolio Management and Trading at EPFC Capital Partners since 2023. Throughout his career, he has held a number of senior leadership positions at Deutsche Bank, UBS, and Credit Agricole. He was responsible for Credit Trading and Private Credit in the Americas, served as a member of Credit and Fixed Income Committees, and managed teams across Corporate Credit, Emerging Markets, Private Credit and Structured Finance. In addition, Mr. Nakum managed Credit portfolios on the Asset Management side of the business. He oversaw the development of infrastructure, predictive credit score technology, risk systems and legal framework to create efficient and scalable investment processes. Under his leadership, his teams were responsible for managing risk and transactions across Private Credit, Structured Products, Corporate Credit portfolios covering Corporate and Wealth Management Clients.
Mr. Nakum graduated NYU with a B.S. in Finance and Economics. He is a Life Chess Master. He is an adjunct Professor of Finance at Fordham University where he teaches Banking and Credit. Mr. Nakums qualifications to serve as a Trustee of the Fund include his extensive experience serving as a senior-level finance executive and in various leadership roles within the financial services industry.
Interested Trustees
Andrew Kellerman
Andrew Kellerman has served as an Interested Trustee on the Boards of Trustees of the Fund since April 1, 2025 and Saba Capital Income Opportunities Fund since July 2020. He currently serves as the Chairperson of the Boards of Trustee of the Fund and Saba Capital Income Opportunities Fund.
Mr. Kellerman joined Saba Capital Management, L.P. in April 2018 and serves as Partner, President, and Head of Business Development and Investor Relations. Previously, Mr. Kellerman was a Managing Director and Head of Distribution for the Private Institutional Client group at Alex. Brown Raymond James, where he oversaw the placement of Private Funds and Private Direct Investments. Prior to his role at Alex. Brown Raymond James, he spent over a decade at Deutsche Bank, from 2002 to 2014, where he was a Managing Director in Credit Derivatives and held leadership positions, including U.S. Head of Synthetic CDO Sales and Head of Hedge Fund Credit Sales. Mr. Kellerman's diverse experience also includes roles at FleetBoston Financial in Singapore, where he was a Director in Asia Structured Finance, and at Presidio Capital, also in Singapore, where he served as Director of Structured Finance. Earlier in his career, he worked at First National Bank of Chicago as VP and Head of EM Options Trading. Mr. Kellerman holds a Bachelor of Science in International Relations from Syracuse University. Mr. Kellermans qualifications to serve as a Trustee of the Fund include his extensive experience in the investment and financial services industries including his time as managing director of a large multinational investment bank.
For additional information on the Nominees, please see Appendix A . No Nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any Nominee have an interest materially adverse to the Fund.
If any or all of the Nominees become unavailable to serve as Trustee due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees may recommend or the Board may reduce the number of Trustees as provided for in the Funds charter documents.
How long will the Trustees serve on the Board?
If elected, each Nominee would serve as a Trustee until the next meeting of shareholders called for the purpose of electing Trustees, if any, and until a successor is duly elected and qualified, or if sooner, until their death, resignation, or removal.
What is the required vote?
Shareholders of the Fund will vote collectively as a single class on the election of each Nominee. There is no cumulative voting for the election of Trustees. The election of each Nominee must be approved by a plurality of the votes cast at the Annual Meeting at which a quorum is present. A plurality of the votes cast means the Nominees receiving the most votes will be elected and each Nominee that receives at least one affirmative vote will be elected. Shareholders who vote for the Proposal will vote for each Nominee. Those shareholders who wish to withhold their vote on any specific Nominees may do so on the Proxy Ballot. Shareholders do not have appraisal rights in connection with the Proposal.
What is the Boards recommendation?
The Board, including all of the Independent Trustees, has unanimously approved the nomination of each of the Nominees, and recommends that the shareholders of the Fund vote FOR the election of each of the Nominees named herein.
FURTHER INFORMATION ABOUT THE
TRUSTEES AND OFFICERS
The Board of Trustees
The Fund is governed by the Board, which oversees the Funds business and affairs. The Board delegates the day-to-day management of the Fund to the Funds Officers and to various service providers that have been contractually retained to provide such day-to-day services. The Trustees oversee the Funds activities, review contractual arrangements with companies that provide services to the Fund, and review the Funds investment performance.
The Board Leadership Structure and Related Matters The Board is comprised of seven members, six of whom are Independent Trustees. Mr. Frederic Gabriel serves as Lead Independent Trustee.
The Interested Trustee, Andrew Kellerman, serves as the Chairperson of the Board. The responsibilities of the Chairperson of the Board include: coordinating with management in the preparation of agendas for Board meetings; presiding at Board meetings; between Board meetings, serving as a primary liaison with other Trustees, officers of the Fund, management personnel, and legal counsel to the Independent Trustees; and such other duties as the Board periodically may determine. Mr. Kellerman is a partner of the Funds investment adviser, Saba Capital. The designation of an individual as the Chairperson does not impose on such Trustee any duties, obligations or liabilities greater than the duties, obligations or liabilities imposed on such person as a member of the Board, generally.
For the fiscal year ended October 31, 2024, the Board held four (4) meetings (not including committee meetings). No Trustee who was a member of the Board during such fiscal year attended fewer than 75% of the aggregate of: (1) the total number of meetings held by the Board (2) with respect to Trustees currently serving as members of the Audit Committee, the total number of meetings held by the Audit Committee, and (3) with respect to Trustees currently serving as members of the Nominating and Corporate Governance Committee (the Nominating Committee), the total number of meetings held by the Nominating Committee.
The Fund does not currently have a formal policy regarding the Trustees attendance at the Annual Meeting. No Trustees attended the Funds last annual meeting held on June 20, 2024.
Audit Committee . The Board has established an Audit Committee whose functions include, among other things: the appointment, compensation, retention and oversight of the work of the Funds independent registered public accounting firm (auditor) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Fund. The Audit Committee currently consists of three (3) Independent Trustees. The following Trustees currently serve as members of the Audit Committee: Ms. Caldwell and Messrs. Hammitt and Desai. Ms. Caldwell currently serves as the Chairperson of the Audit Committee. Ms. Caldwell has been designated as Audit Committee Financial Expert under the Sarbanes-Oxley Act of 2002. The Audit Committee held four (4) meetings during the fiscal year ended October 31, 2024. A copy of the current Audit Committee Charter is available, without charge, on the Internet at www.sabacef.com.
Nominating Committee. The Board has established a Nominating Committee, whose functions include the following:
(i) The Nominating Committee shall make recommendations for nominations of Independent Trustees of the Board to the incumbent Independent Trustees and to the full Board. The Nominating Committee shall evaluate candidates qualifications for Board membership and the independence of such candidates from the Adviser and other principal service providers. The Nominating Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with investment managers or service providers.
(ii)The Nominating Committee also shall evaluate candidates qualifications and make recommendations for interested members on the Board to the full Board.
(iii)The Nominating Committee may adopt from time to time specific, minimum qualifications that the Nominating Committee believes a candidate must meet before being considered as a candidate for Board membership and shall comply with any rules adopted from time to time by the SEC regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership. In considering a candidates qualifications, the Nominating Committee generally considers the potential candidates educational background, business or professional experience, and reputation. In addition, the Nominating Committee has established as minimum qualifications for Board membership as an Independent Trustee: (1) that such candidate be independent from relationships with the Adviser and other principal service providers both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that such candidate demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member; and (3) that such candidate have no continuing relationship as a director, officer or board member of any U.S. registered investment company other than those within the Saba Capital fund complex or a closed-end business development company primarily investing in non-public entities. The Nominating Committee has not adopted any specific policy on the issue of diversity, but will take this into account, among other factors, in its consideration of new candidates to the Board.
(iv) The Nominating Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Nominating Committee at the Funds offices. The Nominating Committee shall adopt, by resolution, a policy regarding its procedures for considering candidates for the Board, including any recommended by shareholders.
The following Trustees currently serve as members of the Nominating Committee: Ms. Caldwell and Messrs. Desai and Gabriel. Mr. Desai currently serves as the Chairperson of the Nominating Committee. The Nominating Committee typically meets at least once per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Nominating Committee met once during the fiscal year ended October 31, 2024.
The Nominating Committee will consider Trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating Committee will take into consideration the needs of the Board, the qualifications of the candidate and the interests of shareholders.
To serve as a Trustee, nominees must (a) have no felony or misdemeanor convictions involving the purchase or sale of a security; and (b) not have been the subject of any order, judgment or decree (which was not subsequently reversed, suspended or vacated) of any federal or state authority finding that the individual violated or is in violation of any federal or state securities laws.
Shareholders wishing to recommend candidates to the Nominating Committee should submit recommendations in writing and addressed to the Nominating Committee at the Funds offices. The submission must include: (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting; (ii) the name and address, as they appear on the Funds books, of the shareholder proposing such business or nomination; (iii) a representation that the shareholder is a holder of record of stock of the Fund entitled to vote at such meeting and intends to appear telephonically or by proxy at the meeting to present such nomination; (iv) whether the shareholder plans to deliver or solicit proxies from other shareholders; (v) the class and number of Common Shares of the Fund, which are beneficially owned by the shareholder and the proposed nominee to the Board; (vi) any material interest of the shareholder or nominee in such business; (vii) to the extent to which such shareholder (including such shareholders principals) or the proposed nominee to the Board has entered into any hedging transaction or other arrangement with the effect or intent of mitigating or otherwise managing profit, loss, or risk of changes in the value of the Common Shares or the daily quoted market price of the Fund held by such shareholder (including shareholders principals) or the proposed nominee, including independently verifiable information in support of the foregoing; and (viii) such other information regarding such nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the 1934 Act). Each eligible shareholder or shareholder group may submit no more than one Independent Trustee nominee each calendar year.
The Board has adopted and approved a formal written charter for the Nominating Committee. A copy of the charter is attached as Exhibit A to this Proxy Statement.
The Board has not established any committees other than the Audit Committee and Nominating Committee and does not have a standing compensation committee. The Board believes it is appropriate for the Fund not to have a standing compensation committee because, given the size of the Board, the Independent Trustees are collectively capable of effectively and efficiently fulfilling the obligations that would otherwise be delegated to such committee without the need for a formal committee structure. The Independent Trustees, acting together as a group, each participate in the consideration of the compensation of Trustees and executive officers.
The Boards Risk Oversight Role
The Board oversees the risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight function directly and, with respect to various matters, through its committees. The following description provides an overview of many, but not all, aspects of the Boards oversight of risk management for the Fund. In this connection, the Board has been advised that it is not practicable to identify all of the risks that may impact the Fund or to develop procedures or controls that are designed to eliminate all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed.
The Board, working with management personnel and other service providers, has endeavored to identify the primary risks that confront the Fund. In general, these risks include, among others: (i) investment risks; (ii) valuation risks; (iii) operational risks; (iv) reputational risks; (v) regulatory risks; (vi) risks related to potential legislative changes; (vii) the risk of conflicts of interest affecting affiliates in managing the Fund; and (viii) cybersecurity risks. The Board has adopted and periodically reviews various policies and procedures that are designed to address these and other risks confronting the Fund. In addition, many service providers to the Fund have adopted their own policies, procedures, and controls designed to address particular risks to the Fund. The Board and persons retained to render advice and service to the Board, including SSC ALPS, which provides certain administrative and middle office services to the Fund, EQ which provides transfer agency services to the Fund, and Foreside, which provides third-party compliance officer and treasurer services to the Fund, periodically review and/or monitor changes to, and developments relating to, the effectiveness of these policies and procedures.
The Board oversees risk management activities in part through receipt and review by the Board of regular and special reports, presentations and other information from officers of the Fund, including the Chief Compliance Officer (CCO) for the Fund and the Advisers Chief Risk Officer, and from other service providers.
Trustee Compensation
Each Trustee is reimbursed for reasonable expenses incurred in connection with each meeting of the Board, Audit Committee or Nominating Committee meetings attended, as applicable. Each Independent Trustee is compensated for his or her services, on a quarterly basis, according to a fee schedule adopted by the Board. The Board may from time to time designate other meetings as subject to compensation.
For serving on the Board, each Independent Trustee is paid a $15,000 annual retainer fee per year. Additionally, Ms. Caldwell receives an additional fee of $7,500 per year for her service as Audit Committee Chairperson. Appendix B details the compensation paid to the Independent Trustees by the Fund for the fiscal year ended October 31, 2024.
Trustee Ownership of Securities
Appendix C provides the dollar value of all of the shares of the Fund held directly or indirectly by each Trustee as of a recent date.
Officers of the Fund
The Officers of the Fund are elected by the Board and hold office until their successors are chosen and qualified, or until they sooner resign, are removed, or are otherwise disqualified to serve. The Officers of the Fund, together with each persons position with the Fund and principal occupation for the last five years, are listed in Appendix D .
Officer Compensation
The Officers, who are also Officers or employees of Saba Capital or its affiliates, are compensated by Saba Capital or its affiliates. The Officers are not paid by the Fund.
GENERAL INFORMATION ABOUT THE PROXY
STATEMENT
Who is asking for my vote?
The Board is soliciting your vote for the Annual Meeting.
How is my proxy being solicited?
Solicitation of proxies is being made primarily by the mailing of the Notice of Annual Meeting of Shareholders, the Proxy Statement, and the Proxy Ballot on or about May 20, 2025. In addition to the solicitation of proxies by mail, employees of Saba Capital and its affiliates, without additional compensation, may solicit proxies in person or by telephone, email, facsimile, or oral communications.
If a shareholder wishes to participate in the Annual Meeting, the shareholder may mail the Proxy Ballot originally sent with the Proxy Statement, attend virtually, vote telephonically, or vote online by logging on to www.proxyvote.com and following the online directions. Should shareholders require additional information regarding the proxy or require replacement of the Proxy Ballot, they may contact Broadridge at 855-928-4478.
What happens to my proxy once I submit it?
The Board has named Michael DAngelo and Nitin Sapru, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as directed by shareholders.
Can I revoke my proxy after I submit it?
A shareholder may revoke their proxy at any time prior to its use by filing with the Fund a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Annual Meeting virtually may vote by ballot at the Annual Meeting, thereby canceling any proxy previously given.
How will my shares be voted?
If you follow the voting instructions, your proxy will vote your shares as you have directed. If you submitted your Proxy Ballot but did not vote on the Proposal, your proxies will vote on the Proposal as recommended by the Board. If any other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including on any Proposal to adjourn the meeting. At the time this Proxy Statement was printed, the Board knew of no matter that needed to be acted upon at the Annual Meeting other than the Proposal discussed in this Proxy Statement.
Quorum and Tabulation
Each shareholder of the Fund is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional vote. A majority of shares entitled to vote shall constitute a quorum.
Adjournments
If a quorum is not present at the Annual Meeting, if there are insufficient votes to approve the Proposal, or for any other reason deemed appropriate by your proxies, your proxies may propose one or more adjournments of the Annual Meeting to permit additional time for the solicitation of proxies. Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournments in their discretion.
Broker Non-Votes and Abstentions
If a shareholder abstains from voting as to any matter, or if a broker returns a non-vote proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention or non-vote will be treated as shares that are present at the Annual Meeting for purposes of determining the existence of a quorum. However, abstentions and broker non-votes will be disregarded in determining the votes cast on the Proposal. Abstentions and broker non-votes will not affect the outcome of the election of Trustees.
How many Shares are outstanding?
Appendix E sets forth the number of shares of the Fund issued and outstanding as of the Record Date. Shares have no preemptive or subscription rights.
Appendix F lists the persons that, as of the Record Date, owned beneficially or of record 5% or more of the outstanding shares of the Fund. To the best of the Funds knowledge, as of the Record Date, no Trustee or Officer owned 1% or more of the outstanding shares of the Fund. As of the Record Date, none of the Independent Trustees nor their immediate family members owned any shares of the Adviser or principal underwriter or of any entity controlling, controlled by, or under common control with the Adviser or principal underwriter (not including registered investment companies).
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Fund, require the Funds Officers, Trustees, Adviser, affiliates of the Adviser, and persons who beneficially own more than 10% of a registered class of the Funds outstanding securities (Reporting Persons), to file reports of ownership of the Funds securities and changes in such ownership with the SEC and the New York Stock Exchange. Such Reporting Persons are required by the SEC regulations to furnish the Fund with copies of all such filings. Based solely on its review of the copies of such forms received by it and written representations from certain Reporting Persons, the Fund believes that during the fiscal year ended October 31, 2024, its Reporting Persons complied with all applicable filing requirements.
Codes of Ethics and Insider Trading Policy and Practice and Policies Regarding Personal Trading and Hedging of Company Securities
The Fund and the Adviser have adopted codes of ethics (Codes of Ethics) pursuant to Rule 17j-1 under the Investment Company Act governing personal trading activities of all Trustees, Officers of the Fund and persons who, in connection with their regular functions, play a role in the recommendation of or obtain information pertaining to any purchase or sale of a security by the Fund. The Codes of Ethics is intended to prohibit fraud against a Fund that may arise from the personal trading of securities that may be purchased or held by that Fund or of the Funds shares. The Codes of Ethics prohibits short-term trading of the Funds shares by persons subject to the Codes of Ethics. Personal trading is permitted by such persons subject to certain restrictions; however, such persons are generally required to pre-clear all security transactions with the Adviser or its affiliates and to report all transactions on a regular basis.
The Codes of Ethics is available on the SECs website at www.sec.gov and copies may also be obtained at prescribed rates by electronic request at publicinfo@sec.gov.
Shareholder Communications with the Board Shareholders may send other communications to the Board or an individual Trustee. Such communications should be sent to the Funds Secretary at the address on the front of this Proxy Statement.
What is the deadline to submit a proposal for the 2026 Annual Meeting?
It is anticipated that the next annual meeting will be held in June 2026, but the exact date, time, and location of such meeting have yet to be determined. Any proposals of shareholders that are intended to be presented at the next annual meeting must be in writing and received at the Funds principal executive offices no earlier than January 20, 2026, in order for the proposal to be considered for inclusion in the proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the proxy statement or presentation at the meeting.
Shareholders who wish to make a proposal that would not be included in the Funds proxy materials or to nominate a person or persons as a Trustee at the 2026 annual meeting of the Fund must ensure that the proposal or nomination is delivered to the Funds principal executive offices no earlier than 120 days and no later than 150 days in advance of the 2026 annual meeting and includes the information specified in the Funds Declaration of Trust and Bylaws. The chairperson of the Annual Meeting may disregard any nomination or other proposal by a shareholder that is not made in the manner described above.
Who is the Funds independent public accountant? The Board has selected the accounting firm of Ernst Young LLP (EY) as the independent auditor of the Fund for the current fiscal year. EY served as the independent auditor for the Fund for the fiscal year ended October 31, 2024. PricewaterhouseCoopers LLP (PwC) served as the independent auditor of the Fund for the fiscal year ended October 31, 2023.
As part of its oversight of the Funds financial statements, on December 19, 2024, the Audit Committee held a telephonic meeting to review and discuss with the Adviser and EY, the Funds audited financial statements for the fiscal year ended October 31, 2024. The Audit Committee discussed with EY the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard 1301, Communications with Audit Committees. The Audit Committee has also received and reviewed the written disclosures and the letter from PwC pursuant to PCAOB Rule 3526 and discussed PwCs independence.
Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Funds Annual Report to shareholders.
Submitted by the Audit Committee of the Board:
Karen Caldwell
Mark Hammitt
Ketu Desai
The fees paid to PwC for professional audit services during the Funds fiscal year ended October 31, 2023 and, amounts billed for other services rendered by PwC to the Fund, and the aggregate non-audit fees billed by PwC for services rendered to the Fund, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund for the fiscal year ended October 31, 2023 are described in Appendix G.
The fees paid to EY for professional audit services during the Funds most recent fiscal year ended October 31, 2024 and, amounts billed for other services rendered by EY to the Fund, and the aggregate non-audit fees billed by EY for services rendered to the Fund, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund for the fiscal year ended October 31, 2024 are also described in Appendix G.
All of the services provided by the previous and current independent public accounting firm were approved by the Audit Committee pursuant to pre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures, the Audit Committee approves: (i) all audit and non-audit services to be rendered to the Fund by EY and, previously by PwC; and (ii) all non-audit services impacting the operations and financial reporting of the Fund provided by EY and, previously by PwC to the Adviser or any affiliate thereof that provides ongoing services to the Fund (collectively, Covered Services). The Audit Committee has adopted pre-approval procedures authorizing one or more members of the Audit Committee to approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by EY and, previously by PwC, which are not otherwise approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. The pre-approval procedures do not include delegation of the Audit Committees responsibilities to management. Pre-approval has not been waived with respect to any of the services described above since the date on which the Audit Committee adopted its current pre-approval procedures.
The Audit Committee of the Board has considered and will periodically consider whether EYs provision of non-audit services to the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to the Fund that were not required to be pre-approved is compatible with maintaining the independence of EY.
Representatives of EY are not expected to be at the Annual Meeting but have been given the opportunity to make a statement if they wish.
Why did my household only receive one copy of this Proxy Statement?
Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund shareholder of record, unless the Fund has received contrary instructions from one or more of the households shareholders. If a shareholder needs an additional copy of this Proxy Statement, please contact Broadridge at 855-928-4478. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing of a proxy statement with household members, please inform the Fund in writing at 405 Lexington Avenue, 58 th Floor, New York, New York 10174 or via telephone at 212-542-4644.
Who pays for this proxy solicitation?
The Fund will pay the expenses incurred in connection with the Notice of Annual Meeting of Shareholders, Proxy Statement, and the Annual Meeting, including printing, mailing, vote tabulation, legal, and out of pocket expenses. The total estimated proxy solicitation costs are approximately $42,258.64.
In order that the presence of a quorum at the Annual Meeting may be assured, prompt execution and return of the enclosed Proxy Ballot is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via telephone or via the Internet. Please follow the voting instructions as outlined on your Proxy Ballot.
Michael DAngelo
Secretary
May 20, 2025
APPENDIX A: NOMINEES AND CURRENT
TRUSTEES
The following table sets forth information concerning the Nominees to the Board of the Fund. The mailing address for each Nominee is 405 Lexington Avenue, 58 th Floor, New York, NY 10174.
|
Name, Address and Date of Birth |
Position(s) Held with the Fund |
Term of Office and Length of Time Served 1 |
Principal Occupation(s) During the Past 5 Years |
Number of Funds in the Fund Complex Overseen by Trustees 2 |
Other Board Positions Held by Trustees |
| Independent Nominees | |||||
|
Frederic Gabriel (1974) |
Trustee; Lead Independent Trustee | Trustee Since May 2021; Lead Independent Trustee Since April 2023 |
See Proposal One Election of Nominees |
1 | None |
|
Karen Caldwell (1959) |
Trustee | Trustee since February 2023 |
See Proposal One Election of Nominees |
2 | Saba Capital Income Opportunities Fund |
|
Ketu Desai (1982) |
Trustee | Trustee Since February 2023 |
See Proposal One Election of Nominees |
2 | Saba Capital Income Opportunities Fund; ASA Gold and Precious Metals Limited Fund |
|
Mark Hammitt (1985) |
Trustee | Trustee Since February 2023 |
See Proposal One Election of Nominees |
1 | None |
|
Anatoly Nakum (1973) |
Trustee | Trustee Since February 2023 |
See Proposal One Election of Nominees |
2 | Saba Capital Income Opportunities Fund |
|
Garry Khasidy (1973) |
Trustee | Trustee Since March 2023 |
See Proposal One Election of Nominees |
1 | None |
|
Name, Address and Date of Birth |
Position(s) Held with the Fund |
Term of Office and Length of Time Served 1 |
Principal Occupation(s) During the Past 5 Years |
Number of Funds in the Fund Complex Overseen by Trustees 2 |
Other Board Positions Held by Trustees |
| Nominee who is an Interested Person 3 | |||||
|
Andrew Kellerman (1965) |
Trustee | Trustee Since April 2025 |
See Proposal One Election of Nominees |
2 | None |
| 1. | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an interested person as defined in the 1940 Act, of the Fund (as defined below, Independent Trustee) is subject to the Boards retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Boards other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying with applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). |
| 2. | For the purposes of this table, Fund Complex means the Fund and Saba Capital Income Opportunities Fund. |
| 3. | Andrew Kellerman is deemed to be an Interested Trustee because of his current affiliation with the Fund, Saba Capital, and its affiliates. |
APPENDIX B: TRUSTEE COMPENSATION
TABLE
The following table has been provided to the Fund by the Adviser and its affiliates and sets forth information regarding the compensation paid to the Independent Trustees for the fiscal year ended October 31, 2024 for service on the Board.
| Name of Trustee |
Aggregate Compensation from the Fund (fiscal year ended October 31, 2024) |
Total Compensation from the
Fund and Complex Paid to Trustees 1 | ||
| Karen Caldwell | $22,500 | $45,000 | ||
| Ketu Desai | $15,000 | $30,000 | ||
| Frederic P. Gabriel | $15,000 | $15,000 | ||
| Mark Hammitt | $15,000 | $15,000 | ||
| Garry Khasidy | $15,000 | $15,000 | ||
| Anatoly Nakum | $15,000 | $30,000 | ||
| Aditya Bindal 4 | $0 | $0 | ||
| Paul Kazarian 2 | $0 | $0 | ||
| Pierre Weinstein 3 | $0 | $0 | ||
| Andrew Kellerman 5 | $0 | $0 | ||
| 1. | As of October 31, 2024, the Complex consisted of the Fund and Saba Capital Income Opportunities Fund. |
| 2. | Paul Kazarian resigned his position as Trustee of the Fund on July 20, 2024. |
| 3. | Pierre Weinstein resigned his position as Trustee of the Fund on November 15, 2024. |
| 4. | Aditya Bindal resigned his position as Trustee of the Fund effective April 1, 2025. |
| 5. | Andrew Kellerman was appointed by the Board of Trustees to serve as an Interested Trustee until the Annual Meeting, effective April 1, 2025. Mr. Kellerman is deemed to be an Interested Trustee because of his current affiliation with the Fund, Saba Capital, and its affiliates and therefore does not receive any compensation from the Fund for his role as Interested Trustee. |
APPENDIX C: SHARES OWNED BY
TRUSTEES AND OFFICERS
The following table sets forth information regarding the dollar range of equity securities of the Fund beneficially owned by each Trustee as of March 31, 2025.
| Name of Trustee |
Fund |
Aggregate Dollar Range of Equity
Investment Companies | ||
| Independent Trustees | ||||
| Karen Caldwell | None | $0 | ||
| Ketu Desai | None | $0 | ||
| Frederic P. Gabriel | None | $0 | ||
| Mark Hammitt | None | $0 | ||
| Garry Khasidy | Saba Capital Income Opportunities Fund II | $2,259.40 | ||
| Anatoly Nakum | None | $0 | ||
| Trustee who is an Interested Person | ||||
| Aditya Bindal 1 | None | $0 | ||
| Andrew Kellerman | None | $0 | ||
| Named Executive Officers | ||||
| Boaz Weinstein | None | $0 | ||
| Paul Kazarian | None | $0 | ||
| Michael DAngelo | None | $0 | ||
| Patrick Keniston | None | $0 | ||
| Troy Statczar | None | $0 | ||
| Nitin Sapru | None | $0 | ||
| All Trustees and Officers as a group | $2,259.40 | |||
| 1. | Aditya Bindal resigned his position as Trustee of the Fund effective April 1, 2025. |
APPENDIX D: OFFICERS
Information for each Officer of the Fund is set forth in the table below. The mailing address for each Officer is 405 Lexington Avenue, 58 th Floor, New York, NY 10174, except as noted below.
|
Name, Address 1 and DOB |
Position(s) Held with the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past 5 Years |
|
Boaz Weinstein DOB: 06/06/1973 |
President | Since May 2021 | CIO of Saba Capital |
|
Paul Kazarian DOB: 01/20/1984 |
Chief Executive Officer | Since November 2024 | Portfolio Manager at Saba Capital |
|
Michael DAngelo DOB: 09/08/1978 |
Secretary | Since May 2021 | COO and General Counsel at Saba Capital |
|
Patrick Keniston 1 DOB: 01/18/1964 |
CCO | Since June 2021 | Managing Director, Foreside (since 2008) |
|
Troy Statczar 1 DOB: 08/31/1971 |
PFO, Treasurer | Since June 2021 | Senior Director (2020-present) - Foreside; Director of Fund Administration (2017-2019) - Thornburg Investment Management, Inc. |
|
Nitin Sapru DOB: 12/07/1980 |
Vice President | Since May 2021 | CFO at Saba Capital |
| 1. | Patrick Kenistons and Troy Statczars address is Foreside Fund Officer Services LLC, 3 Canal Plaza, 3 rd Floor, Portland, ME 04101. |
APPENDIX E: COMMON SHARES
OUTSTANDING
The following table sets forth the Common Shares outstanding of the Fund as of the Record Date.
| Fund |
Number of Common Shares Outstanding |
| Saba Capital Income Opportunities Fund II | 28,255,264 |
APPENDIX F: BENEFICIAL OWNERSHIP OF 5
PERCENT OR MORE AS OF THE RECORD
DATE 1
| Name and Address of Shareholder 1 | Number of Shares | Percentage of Common Shares | |
| Common Shares |
Boaz R. Weinstein Saba Capital Management, L.P. 405 Lexington Avenue, 58 th Floor New York, NY 10174 |
3,267,933 | 11.62% |
| Common Shares |
Saba Capital Management, L.P. 405 Lexington Ave., 58th Floor New York, NY 10174 |
3,158,589 | 11.23% |
| Common Shares |
RiverNorth Capital Management, LLC 360 S. Rosemary Avenue, Suite 1420 West Palm Beach, FL 33401 |
2,665,180 | 9.43% |
| Common Shares |
Thomas J. Herzfeld Advisors, Inc. 119 Washington Ave., Suite 504 Miami Beach, FL 33139 |
1,703.669 | 6.14% |
| 1. | The table above shows 5% or greater shareholders ownership of Common Shares as of April 29, 2025. Based on Schedule 13G/13D and Form 4 filings made on or before April 29, 2025. |
| 2. | This entity is the shareholder of record and may be deemed to be the beneficial owner of the shares listed for certain purposes under the securities laws, although in certain instances it may not have an economic interest in these shares and would, therefore, ordinarily disclaim any beneficial ownership therein. |
APPENDIX G: FEES PAID TO THE
INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
The following table shows fees paid to PwC and EY for professional audit services during the Funds most recent fiscal years ended October 31, 2023 and October 31, 2024, as well as fees billed for other services rendered by PwC and EY to the Fund.
| Fund | Audit Fees 1 | Audit-Related Fees 2 | ||
| October 31, 2023 | October 31, 2024 | October 31, 2023 | October 31, 2024 | |
| Fund | $55,935 | $109,850 | $0 | $0 |
| Tax Fees 3 | All Other Fees 4 | |||
| October 31, 2023 | October 31, 2024 | October 31, 2023 | October 31, 2024 | |
| Fund | $70,000 | $25,900 | $113,000 | $0 |
| 1. | Audit fees consist of fees billed for professional services rendered for the audit of the year-end financial statements and services that are normally provided by PwC and EY in connection with statutory and regulatory filings. |
| 2. | Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Funds consolidated financial statements and are not reported under Audit Fees. These services include attestation services that are not required by statute or regulations and consultations concerning financial accounting and reporting standards. |
| 3. | Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. |
| 4. | All other fees would include fees for products and services other than the services reported above, including those related to the review and issuance of consents on various SEC filings. |
In addition, the Audit Committee pre-approves PwCs and EYs engagement for other services to be provided to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund, which engagements relate directly to the operations and financial reporting of the Fund. The aggregate fees paid to PwC for such services were $113,000 for the fiscal year ended October 31, 2023. The aggregate fees paid to EY for such services were $0 for the fiscal year ended October 31, 2024. The services for which these fees were paid included professional fees in connection with determining the feasibility of a U.S. direct lending structure, professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, fees in connection with a license for accounting and business knowledge platform Viewpoint, professional fees relating to security count and fees in connection with a license for employee development tool ProEdge.
The following table presents: (i) the aggregate non- audit fees (i.e., fees for audit-related, tax, and other services) billed to the Fund by PwC for the Funds fiscal year ended October 31, 2023 and EY for the Funds fiscal year ended October 31, 2024; and (ii) the aggregate non-audit fees billed to the Adviser, or any of its affiliates, by PwC and EY for the same time periods.
| Aggregate Non-Audit Fees | ||
| Registrant/Adviser | 2023 | 2024 |
| Fund | $183,000 | $0 |
EXHIBIT A
NOMINATING COMMITTEE CHARTER
| I. | The Committee . |
| The Nominating Committee (the Committee) is a committee of, and established by, the Board of Directors/Trustees of the Fund (the Board). The Committee consists of such number of members as set by the Board from time to time and its members shall be selected by the Board. The Committee shall be comprised entirely of independent members. For purposes of this Charter, independent members shall mean members who are not interested persons of the Fund (Disinterested Board members) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act). |
| II. | Board Nominations and Functions . |
| 1. | The Committee shall make recommendations for nominations for Disinterested Board members on the Board to the incumbent Disinterested Board members and to the full Board. The Committee shall evaluate candidates qualifications for Board membership and the independence of such candidates from the Funds investment manager and other principal service providers. Persons selected must be independent in terms of both the letter and the spirit of the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g. , business, financial or family relationships with investment managers or service providers. |
| 2. | The Committee also shall evaluate candidates qualifications and make recommendations for interested members on the Board to the full Board. |
| 3. | The Committee may adopt from time to time specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership and shall comply with any rules adopted from time to time by the U.S. Securities and Exchange Commission regarding investment company nominating committees and the nomination of persons to be considered as candidates for Board membership. |
| 4. | The Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Funds offices. The Committee shall adopt, by resolution, a policy regarding its procedures for considering candidates for the Board, including any recommended by shareholders. |
| III. | Committee Nominations and Functions . |
| The Committee shall make recommendations to the full Board for nomination for membership on all committees of the Board. |
| IV. | Other Powers and Responsibilities . |
| 1. | The Committee shall meet at least once each year or more frequently in open or executive sessions. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others, as and when it deems appropriate. |
| 2. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the Fund. |
| 3. | The Committee shall report its activities to the Board and make such recommendations as the Committee may deem necessary or appropriate. |
| 4. | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by the Funds by-laws. In the event of any inconsistency between this Charter and the Funds organizational documents, the provisions of the Funds organizational documents shall be given precedence. |
| 5. | The Committee shall review this Charter at least annually and recommend any changes to the full Board. |
ADDITIONAL STATEMENT FOR CLOSED-END FUNDS ONLY
The Committee shall comply with any rules of any stock exchange, if any, applicable to nominating committees of closed-end funds whose shares are registered thereon.
Reviewed and approved by Nominating Committees October 19, 2021 (no revisions)
