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:
John J. Mahon, Esq.
Schulte Roth & Zabel LLP
901 Fifteenth Street, NW, Suite 800
Washington, DC 20005
Registrant’s telephone number, including area code: (212) 542-4644
Date of fiscal year end: October 31
Date of reporting period: November 1, 2021 – October 31, 2022
Item 1. Reports to Stockholders.
TABLE OF CONTENTS
| Shareholder Letter | 1 |
| Performance Update | 3 |
| Material Risk Factors | 5 |
| Report of Independent Registered Public Accounting Firm | 17 |
| Consolidated Schedule of Investments | 18 |
| Consolidated Statement of Assets and Liabilities | 46 |
| Consolidated Statement of Operations | 47 |
| Statements of Changes in Net Assets | 48 |
| Consolidated Statement of Cash Flows | 49 |
| Financial Highlights | 50 |
| Notes to Consolidated Financial Statements | 52 |
| Additional Information | 63 |
| Trustees and Officers | 64 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Shareholder Letter |
October 31, 2022
December 27, 2022
Dear Shareholders,
Thank you for your continued interest in the Saba Capital Income & Opportunities Fund (the “Fund”).
Performance Summary
We are excited to report that during the twelve-month period ending October 31, 2022 (the “Reporting Period”), the Fund ranked first (in terms of NAV total return) out of 247 fixed-income focused closed-end funds. The Fund outperformed this group by approximately 20% during the Reporting Period.
During the Reporting Period, the Fund’s total return was -0.95% based on NAV and -5.12% based on price. Since January 2022, the Fund has maintained a managed distribution at an annual rate of 12%.
Markets Review
The past year has been marked by pronounced volatility and substantial losses across global equity and debt markets. Investor uncertainty remains elevated with a host of contributing factors, such as multi-decade high inflation, risk of a recession next year, the war in Europe, the impact of “zero-COVID” policies on Asian economies and multiple central banks pursuing aggressive policy rate increases. Different from bear markets of the past, where a selloff was often seen as a prelude for a bull market, there are worries in the present market that could persist for quarters or potentially years to come.
While spreads on junk rated bonds widened approximately 200 basis points during the Reporting Period, the Fund remains underweight in its high-yield positioning. In our view, credit spreads are not nearly wide enough to compensate investors for the myriad risks. Most troublesome is that a looming recession could spark widespread credit defaults.
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. We aim to achieve this by investing globally in debt and equity securities of public and private companies, which includes investing in registered closed-end funds and special purpose acquisition companies (“SPAC”) as well as derivatives where we believe the Fund can achieve attractive risk-adjusted returns as a way to reduce portfolio risk.
From time to time, the Fund may also invest up to 15% of its assets in private funds on a discretionary basis, if we determine that such an arrangement represents the best way to access a particular investment opportunity or otherwise expand the investment expertise available to the Fund.
Current Portfolio and Strategy
In the Fund’s 2021 Annual Report, we expressed our “cautious outlook on markets”, and turned to pre-merger SPACs as a means to position the Fund defensively, while still earning considerable yield for shareholders. In the ensuing sell-off, the Fund took the opportunity to increase exposure to more traditional long investments, such as closed-end funds, high-yield and investment-grade bonds, equities and distressed assets.
Closed-End Funds - The discounts of many closed-end funds increased significantly in 2022; with some funds falling from premiums to double digit discounts to NAV. We believe the Fund was largely insulated from this discount widening through its cautious positioning and benefited from corporate actions undertaken by several holdings in the Fund.
Examples:
| ● | SMM (The Salient Midstream & MLP Fund), which the Fund purchased at an average discount to NAV of -20% and redeemed at NAV via its conversion to an open-end fund. |
| ● | The Fund purchased two closed-end funds at an average discount of approximate -16%, FEO (First Trust/Aberdeen Emerging Opportunity Fund) and IRL (The New Ireland Fund), and received full NAV upon both closed-end funds’ liquidation. |
| ● | There were several tenders in the closed-end fund space throughout the Reporting Period where the Fund purchased shares at discounts as large as -21% and subsequently the Fund sold shares at up to -0.5% discounts through a tender. |
| Annual Report | October 31, 2022 | 1 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Shareholder Letter |
October 31, 2022
The allocation to closed-end funds has grown during the Reporting Report, with the average discount to NAV in the Fund’s portfolio at -14.1%, and certain discounts as wide as -20%. One of the notable allocations is ECAT (BlackRock Capital Allocation Trust) trading at a -17% discount and United Kingdom listed RMMC (River & Mercantile UK Micro Cap Investment Company) trading at a -21% discount.
High-Yield and Investment Grade Bonds and Loans - The Fund’s long exposure to bonds and loans served as detractors to the Fund’s performance during the Reporting Period; this was consistent with the performance of the asset classes during the Reporting Period. These bonds and loans contributed -1.48% to the NAV during the Reporting Period. The Fund has increased its allocation to fixed income securities through investments in U.S. high-yield and investment-grade bonds and credit derivatives. This year’s outsized U.S. Treasury moves have repriced curve sensitive names, reducing many longer dated bonds’ rate sensitivity (DV01) and absolute price levels. This gave the Fund the opportunity to purchase high quality strong cash flow generating issuers at steep discounts to par and attractive “basis” spread levels versus credit default swaps.
Equities - The Fund added equities and produced a net gain in the period despite a decline in equity markets. One notable holding is Earthstone Energy, Inc. (ESTE), a growth oriented oil and gas company focused on upstream exploration and production. ESTE has low leverage (0.8x Debt/EBITDAX), quality assets, generates healthy free cash flow and trades at a discount to its peer group. We also believe the company has an experienced management team with a strong track record in well operations and mergers & acquisitions.
SPACs - SPACs have performed as designed - providing gains with limited downside. Proactive sponsors have decided to accelerate 2023 liquidations into 2022, which has provided additional gain. Given the slowdown in the SPAC IPO market (613 SPAC IPOs raised $162.5 billion in 2021, as compared to 84 IPOs raising just $13.3 billion in 2022) the weighting of SPACs in the portfolio has decreased, with a much more significant expected reduction by December 2022.
Conclusion
We will continue to search for investment opportunities with the goal of creating long-term value for shareholders. We are grateful for your trust and support.
If you have any questions about the Fund, please visit www.sabacef.com.
Boaz R. Weinstein
Founder & Chief Investment Officer
Saba Capital Management, LP
The foregoing reflects our views, analysis and opinions as of October 31, 2022.
2
| Saba Capital Income & Opportunities Fund | Performance Update |
October 31, 2022
Average Annual Total Returns (as of October 31, 2022)
| | 1 Year | 3 Year | 5 Year | 10 Year |
| Returns at NAV | -0.95% | 0.33% | 1.39% | 3.43% |
| Returns at Market Value | -5.12% | 0.58% | 1.45% | 2.09% |
| iShares iBoxx $ High Yield Corporate Bond ETF (HYG)(a) | -11.45% | -0.91% | 1.17% | 2.96% |
Average annual returns for the period since Saba Capital Management began managing the Fund on June 4, 2021 are at NAV 1.16% and at market value -1.60%.
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.
| (a) | iShares iBoxx High Yield Corporate Bond ETF is an exchange-traded fund incorporated in the USA. The ETF seeks to track the investment results of an index composed of U.S. dollar-denominated, high yield corporate bonds. |
| Annual Report | October 31, 2022 | 3 |
| Saba Capital Income & Opportunities Fund | Performance Update |
October 31, 2022
Top Ten Holdings by Issuer (as a % of Net Assets)(c)
| Altria Group, Inc. | 4.56% |
| Oracle Corp. | 2.74% |
| American Electric Power Co., Inc. | 2.14% |
| RR Donnelley & Sons Co. | 2.13% |
| Earthstone Energy, Inc. | 2.04% |
| Lowe's Cos., Inc. | 1.90% |
| Selina Hospitality PLC | 1.75% |
| Meta Platforms, Inc. | 1.55% |
| Adtalem Global Education, Inc. | 1.54% |
| Blackrock ESG Capital Allocation Trust | 1.45% |
| Top Ten Holdings | 21.80% |
Portfolio Composition (as a % of Net Assets)(c)
| Special Purpose Acquisition Companies | 86.90% |
| Corporate Bonds | 22.70% |
| Mutual Funds | 18.42% |
| Common Stock | 9.01% |
| Senior Loans | 3.53% |
| Sovereign Debt Obligations | 0.87% |
| Preferred Stock | 0.64% |
| Rights and Warrants | 0.43% |
| Unit Trust | 0.35% |
| Total Investments | 142.85% |
| Other Liabilities in excess of other Assets | -42.85% |
| Net Assets | 100.00% |
| (c) | Holdings are subject to change, and may not reflect the current or future position of the portfolio. Tables present indicative values only. |
4
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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 and auditors. 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. For example, the COVID-19 pandemic has resulted, and may continue to result, in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn in economies throughout the world. 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.
| Annual Report | October 31, 2022 | 5 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
6
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
Distressed Securities. The Fund may 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. 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.
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.
| Annual Report | October 31, 2022 | 7 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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 may 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.
8
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
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 may 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. 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.
| Annual Report | October 31, 2022 | 9 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
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.
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.
10
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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 may invest in CEFs that are operated by a diversified group of 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.
| Annual Report | October 31, 2022 | 11 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
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.
12
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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 quasinational 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.
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.
| Annual Report | October 31, 2022 | 13 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
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.
14
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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.
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.
| Annual Report | October 31, 2022 | 15 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Material Risk Factors |
October 31, 2022
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 current 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.
16
| 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, 2022, and the related consolidated statements of operations and cash flows for the year then ended, the statements of changes in net assets for the year ended October 31, 2022, the period from March 1, 2021 to October 31, 2021, and the year ended February 28, 2021, the financial highlights for the year ended October 31, 2022, 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, 2022, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for the year ended October 31, 2022, the period from March 1, 2021 to October 31, 2021, and the year ended February 28, 2021 and its financial highlights for the year ended October 31, 2022, 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 each of the two years in the period ended February 28, 2019 were 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, 2022, 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 27, 2022
| Annual Report | October 31, 2022 | 17 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Principal Amount | | | Fair Value | |
| CORPORATE BONDS - 22.46% | | | | | | | | |
| Agriculture - 5.61% | | | | | | | | |
| | | | | | | | | |
| Altria Group, Inc., 3.400%, 02/04/2041 | | $ | 15,531,000 | | | $ | 9,571,126 | |
| Altria Group, Inc., 4.250%, 08/09/2042 | | | 10,614,000 | | | | 7,181,656 | |
| BAT Capital Corp., 3.734%, 09/25/2040 | | | 6,090,000 | | | | 3,844,699 | |
| | | | | | | | 20,597,481 | |
| Banks - 1.32% | | | | | | | | |
| | | | | | | | | |
| Credit Suisse AG, 0.000% (Variable Rate), 07/31/2030(h) | | | 10,000 | | | | 5,170 | |
| Credit Suisse AG, 0.000% (Variable Rate), 10/30/2030(h) | | | 420,000 | | | | 217,325 | |
| Morgan Stanley, 0.000% (Variable Rate), 04/30/2030(h) | | | 25,000 | | | | 17,336 | |
| Morgan Stanley, 0.000% (Variable Rate), 07/31/2030(h) | | | 80,000 | | | | 53,738 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/30/2030(h) | | | 80,000 | | | | 52,264 | |
| Morgan Stanley, 0.000% (Variable Rate), 09/26/2033(h) | | | 428,000 | | | | 260,498 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/31/2033(h) | | | 266,000 | | | | 152,899 | |
| Morgan Stanley, 0.000% (Variable Rate), 02/28/2034(h) | | | 478,000 | | | | 250,697 | |
| Morgan Stanley, 0.000% (Variable Rate), 03/31/2034(h) | | | 276,000 | | | | 157,987 | |
| Morgan Stanley, 0.000% (Variable Rate), 03/31/2034(h) | | | 26,000 | | | | 14,097 | |
| Morgan Stanley, 0.000% (Variable Rate), 04/30/2034(h) | | | 66,000 | | | | 34,892 | |
| Morgan Stanley, 0.000% (Variable Rate), 05/30/2034(h) | | | 89,000 | | | | 47,413 | |
| Morgan Stanley, 0.000% (Variable Rate), 06/30/2034(h) | | | 460,000 | | | | 270,746 | |
| Morgan Stanley, 0.000% (Variable Rate), 07/31/2034(h) | | | 25,000 | | | | 13,765 | |
| Morgan Stanley, 0.000% (Variable Rate), 08/29/2034(h) | | | 161,000 | | | | 92,946 | |
| Morgan Stanley, 0.000% (Variable Rate), 08/29/2034(h) | | | 10,000 | | | | 5,473 | |
| Morgan Stanley, 0.000% (Variable Rate), 09/30/2034(h) | | | 231,000 | | | | 124,384 | |
| Morgan Stanley, 0.000% (Variable Rate), 09/30/2034(h) | | | 88,000 | | | | 50,614 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/08/2034(h) | | | 32,000 | | | | 17,016 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/31/2034(h) | | | 103,000 | | | | 55,413 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/31/2034(h) | | | 181,000 | | | | 93,810 | |
| Morgan Stanley, 0.000% (Variable Rate), 10/31/2034(h) | | | 357,000 | | | | 208,438 | |
| Morgan Stanley, 0.000% (Variable Rate), 11/28/2034(h) | | | 231,000 | | | | 123,501 | |
| Morgan Stanley, 0.000% (Variable Rate), 11/28/2034(h) | | | 25,000 | | | | 13,619 | |
| Morgan Stanley, 0.000% (Variable Rate), 01/30/2035(h) | | | 69,000 | | | | 36,072 | |
| Morgan Stanley, 0.000% (Variable Rate), 01/30/2035(h) | | | 175,000 | | | | 93,356 | |
| Morgan Stanley, 0.000% (Variable Rate), 02/27/2035(h) | | | 36,000 | | | | 20,659 | |
| Morgan Stanley, 0.000% (Variable Rate), 03/31/2035(h) | | | 527,000 | | | | 284,896 | |
| Morgan Stanley, 0.000% (Variable Rate), 03/31/2035(h) | | | 114,000 | | | | 60,462 | |
| Morgan Stanley, 0.000% (Variable Rate), 02/29/2036(h) | | | 61,000 | | | | 35,796 | |
| Morgan Stanley, 0.000% (Variable Rate), 04/28/2036(h) | | | 10,000 | | | | 5,205 | |
| Morgan Stanley, 0.000% (Variable Rate), 06/30/2036(h) | | | 40,000 | | | | 20,159 | |
| Morgan Stanley, 0.000% (Variable Rate), 08/31/2036(h) | | | 2,289,000 | | | | 1,299,033 | |
| Morgan Stanley, 0.000% (Variable Rate), 09/30/2036(h) | | | 40,000 | | | | 21,132 | |
| Morgan Stanley, 0.000% (Variable Rate), 11/29/2036(h) | | | 103,000 | | | | 56,039 | |
| Morgan Stanley, 0.000% (Variable Rate), 01/31/2037(h) | | | 224,000 | | | | 119,182 | |
| Morgan Stanley, 0.000% (Variable Rate), 03/31/2037(h) | | | 747,000 | | | | 390,138 | |
| Morgan Stanley, 0.000% (Variable Rate), 04/28/2037(h) | | | 40,000 | | | | 21,455 | |
| Morgan Stanley, 0.000% (Variable Rate), 05/31/2037(h) | | | 25,000 | | | | 14,345 | |
18
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Principal Amount | | | Fair Value | |
| Morgan Stanley, 0.000% (Variable Rate), 08/31/2037(h) | | $ | 58,000 | | | $ | 29,266 | |
| | | | | | | | 4,841,236 | |
| Commercial Services - 1.59% | | | | | | | | |
| | | | | | | | | |
| Adtalem Global Education, Inc., 5.500%, 03/01/2028(a) | | | 6,195,000 | | | | 5,668,425 | |
| RR Donnelley & Sons Co., 6.125%, 11/01/2026(a) | | | 198,000 | | | | 161,370 | |
| | | | | | | | 5,829,795 | |
| E-Commerce/Services - 0.65% | | | | | | | | |
| | | | | | | | | |
| Uber Technologies, Inc., 6.250%, 01/15/2028(a) | | | 2,500,000 | | | | 2,400,000 | |
| | | | | | | | 2,400,000 | |
| Electric - 3.67% | | | | | | | | |
| | | | | | | | | |
| American Electric Power Co., Inc., 2.300%, 03/01/2030 | | | 10,000,000 | | | | 7,875,980 | |
| Dominion Energy, Inc., 2.250%, 08/15/2031 | | | 5,000,000 | | | | 3,866,990 | |
| Southern Co., 3.700%, 04/30/2030 | | | 2,000,000 | | | | 1,745,198 | |
| | | | | | | | 13,488,168 | |
| Financial Services - 1.88% | | | | | | | | |
| | | | | | | | | |
| Nationstar Mortgage Holdings, Inc., 5.500%, 08/15/2028(a) | | | 6,125,000 | | | | 5,014,844 | |
| PennyMac Financial Services, Inc., 5.375%, 10/15/2025(a) | | | 1,250,000 | | | | 1,137,500 | |
| PennyMac Financial Services, Inc., 5.750%, 09/15/2031(a) | | | 1,000,000 | | | | 767,500 | |
| | | | | | | | 6,919,844 | |
| Food - 0.18% | | | | | | | | |
| | | | | | | | | |
| Post Holdings, Inc., 5.500%, 12/15/2029(a) | | | 750,000 | | | | 676,875 | |
| | | | | | | | 676,875 | |
| Leisure Facilities & Services - 1.55% | | | | | | | | |
| | | | | | | | | |
| Selina Hospitality PLC, 6.000%, 11/01/2026 | | | 7,539,000 | | | | 5,679,129 | |
| | | | | | | | 5,679,129 | |
| Media - 1.07% | | | | | | | | |
| | | | | | | | | |
| Charter Communications Operating LLC / Charter Communications Operating Capital, 3.500%, 03/01/2042 | | | 5,000,000 | | | | 3,115,515 | |
| Diamond Sports Group LLC / Diamond Sports Finance Co., 5.375%, 08/15/2026(a) | | | 4,000,000 | | | | 820,000 | |
| | | | | | | | 3,935,515 | |
| Real Estate - 0.06% | | | | | | | | |
| | | | | | | | | |
| China Evergrande Group, 8.250%, 03/23/2022(b) | | | 4,324,000 | | | | 172,960 | |
| China Evergrande Group, 7.500%, 06/28/2023(b) | | | 1,000,000 | | | | 40,000 | |
| | | | | | | | 212,960 | |
| Retail - 1.90% | | | | | | | | |
| | | | | | | | | |
| Lowe's Cos., Inc., 3.750%, 04/01/2032 | | | 8,077,000 | | | | 6,977,042 | |
| | | | | | | | 6,977,042 | |
| Annual Report | October 31, 2022 | 19 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Principal Amount | | | Fair Value | |
| Software - 2.75% | | | | | | |
| | | | | | | |
| Oracle Corp., 3.650%, 03/25/2041 | | $ | 14,937,000 | | | $ | 10,084,880 | |
| | | | | | | | 10,084,880 | |
| Steel Producers - 0.23% | | | | | | | | |
| | | | | | | | | |
| Cleveland-Cliffs Steel Corp., 7.000%, 03/15/2027 | | | 880,000 | | | | 853,600 | |
| | | | | | | | 853,600 | |
| TOTAL CORPORATE BONDS | | | | | | | 82,496,525 | |
| (Cost $99,398,832) | | | | | | | | |
| | | Principal Amount | | | Fair Value | |
| SENIOR LOANS - 3.53% | | | | | | | | |
| Chemicals - 0.04% | | | | | | | | |
| | | | | | | | | |
| CPC Acquisition Corp., Second Lien Initial Term Loan, 3M US L + 7.75%, 12/29/2028 | | | 175,000 | | | | 137,375 | |
| | | | | | | | 137,375 | |
| Commercial Services - 2.16% | | | | | | | | |
| | | | | | | | | |
| RR Donnelley & Sons Co., First Lien Term Loan, 1M US L + 5.00%, 11/01/2026 | | | 7,973,790 | | | | 7,680,992 | |
| Travelport Finance S.a r.l., First Lien Initial Term Loan, 3M US L + 5.00%, 05/29/2026 | | | 371,918 | | | | 283,007 | |
| | | | | | | | 7,963,999 | |
| Food - 0.41% | | | | | | | | |
| | | | | | | | | |
| Moran Foods LLC, First Lien Term Loan, 0.000%, 04/01/2024(c) | | | 117,570 | | | | – | |
| Moran Foods LLC, First Lien -2020 Term Loan, 3M US L + 7.00%, 04/01/2024 | | | 897,129 | | | | 738,638 | |
| Moran Foods, LLC TLA, Second Lien Term Loan, 3M US L + 10.75%, 10/01/2024 | | | 1,250,690 | | | | 775,427 | |
| | | | | | | | 1,514,065 | |
| Leisure Facilities & Services - 0.88% | | | | | | | | |
| | | | | | | | | |
| 24 Hour Fitness Worldwide, Inc., First Lien Term Loan, 3M US L + 5.00%, 12/29/2025 | | | 278,348 | | | | 29,923 | |
| Carnival Corporation TLB 1L, First Lien Term Loan, 3M US L + 3.25%, 10/06/2028 | | | 3,473,750 | | | | 3,194,773 | |
| | | | | | | | 3,224,696 | |
| Pipelines - 0.04% | | | | | | | | |
| | | | | | | | | |
| GMP Borrower LLC, First Lien Term Loan, 1M US L + 4.50%, 10/28/2027 | | | 170,154 | | | | 146,758 | |
| | | | | | | | 146,758 | |
| Retail - 0.00%(d) | | | | | | | | |
| | | | | | | | | |
| NPC International, Inc., Second Lien Initial Term Loan, 1M US L + 0.00%, 04/18/2025(c) | | | 605,000 | | | | – | |
| | | | | | | | – | |
| TOTAL SENIOR LOANS | | | | | | | 12,986,893 | |
| (Cost $14,655,706) | | | | | | | | |
20
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Principal Amount | | | Fair Value | |
| CONVERTIBLE CORPORATE BOND - 0.24% | | | | | | | | |
| Internet - 0.24% | | | | | | | | |
| | | | | | | | | |
| Delivery Hero SE, 1.000%, 04/30/2026 | | $ | 300,000 | | | $ | 213,752 | |
| Delivery Hero SE, 2.125%, 03/10/2029 | | | 1,100,000 | | | | 659,561 | |
| | | | | | | | | |
| TOTAL CONVERTIBLE CORPORATE BOND | | | | | | | 873,313 | |
| (Cost $884,836) | | | | | | | | |
| | | Principal Amount | | | Fair Value | |
| SOVEREIGN DEBT OBLIGATIONS - 0.87% | | | | | | | | |
| Sovereign - 0.87% | | | | | | | | |
| | | | | | | | | |
| Ukraine Government International Bond, 7.750%, 09/01/2025(b)(e) | | | 320,000 | | | | 65,600 | |
| Ukraine Government International Bond, 7.750%, 09/01/2026(b)(e) | | | 829,000 | | | | 153,365 | |
| Ukraine Government International Bond, 7.750%, 09/01/2027(b)(e) | | | 2,820,000 | | | | 521,700 | |
| Ukraine Government International Bond, 7.750%, 09/01/2028(b)(e) | | | 664,000 | | | | 122,840 | |
| Ukraine Government International Bond, 7.750%, 09/01/2029(b)(e) | | | 1,658,000 | | | | 306,730 | |
| Ukraine Government International Bond, 9.750%, 11/01/2030(b)(e) | | | 4,146,000 | | | | 790,435 | |
| Ukraine Government International Bond, 6.876%, 05/21/2031(b)(e) | | | 1,464,000 | | | | 234,240 | |
| Ukraine Government International Bond, 7.375%, 09/25/2034(b)(e) | | | 1,371,000 | | | | 219,360 | |
| Ukraine Government International Bond, 7.253%, 03/15/2035(b)(e) | | | 3,980,000 | | | | 636,800 | |
| Ukraine Government International Bond, 0.000%, 08/01/2041(b)(e) | | | 630,000 | | | | 159,113 | |
| | | | | | | | 3,210,183 | |
| TOTAL SOVEREIGN DEBT OBLIGATIONS | | | | | | | 3,210,183 | |
| (Cost $4,298,999) | | | | | | | | |
| | | Shares | | | Fair Value | |
| COMMON STOCK - 9.01% | | | | | | | | |
| Agricultural Operations - 0.17% | | | | | | | | |
| Benson Hill, Inc.(f) | | | 180,350 | | | | 611,386 | |
| | | | | | | | | |
| REITS-Mortgage - 0.58% | | | | | | | | |
| Blackstone Mortgage Trust, Inc.(f) | | | 69,138 | | | | 2,146,044 | |
| | | | | | | | | |
| Medical-Drugs - 0.12% | | | | | | | | |
| Compass Pathways PLC(f) | | | 42,361 | | | | 446,485 | |
| | | | | | | | | |
| Gold Mining - 0.26% | | | | | | | | |
| Northgate Minerals Corp.(f) | | | 23,585 | | | | 961,891 | |
| | | | | | | | | |
| Oil Companies - Exploration & Production - 2.04% | | | | | | | | |
| Earthstone Energy, Inc.(f) | | | 463,294 | | | | 7,486,831 | |
| | | | | | | | | |
| Electronics & Appliances Stores - 0.00%(d) | | | | | | | | |
| Everyware Global(c)(f) | | | 43,777 | | | | – | |
| Annual Report | October 31, 2022 | 21 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Internet Content - Entertainment - 1.55% | | | | | | | | |
| Meta Platforms, Inc.(f) | | | 61,050 | | | $ | 5,687,418 | |
| | | | | | | | | |
| Enterprise Software/Services - 1.34% | | | | | | | | |
| Palantir Technologies, Inc.(f) | | | 317,295 | | | | 2,789,023 | |
| UiPath, Inc.(f) | | | 168,360 | | | | 2,129,754 | |
| | | | | | | | 4,918,777 | |
| | | | | | | | | |
| Credit & Debit - 0.21% | | | | | | | | |
| PayPal Holdings, Inc.(f) | | | 9,058 | | | | 757,068 | |
| | | | | | | | | |
| Auto-Cars/Light Trucks - 0.98% | | | | | | | | |
| Polestar Automotive Holding UK PLC(f) | | | 803,925 | | | | 3,585,505 | |
| | | | | | | | | |
| Online Communities - 0.67% | | | | | | | | |
| Snap, Inc.(f) | | | 248,399 | | | | 2,461,634 | |
| | | | | | | | | |
| Marine Services - 0.04% | | | | | | | | |
| Harvey Gulf Intl. Marine(f) | | | 7,413 | | | | 163,086 | |
| | | | | | | | | |
| Entertainment Facilities - 0.00%(d) | | | | | | | | |
| 24 Hour Fitness Worldwide(f) | | | 306,005 | | | | 16,830 | |
| | | | | | | | | |
| Mineral & Precious Stone Mining - 0.60% | | | | | | | | |
| Covia Equity(f) | | | 169,353 | | | | 2,201,589 | |
| | | | | | | | | |
| IT Services - 0.01% | | | | | | | | |
| IQOR(f) | | | 4,941 | | | | 19,764 | |
| | | | | | | | | |
| Power Generation - 0.21% | | | | | | | | |
| Longview Power LLC(f) | | | 61,813 | | | | 772,663 | |
| | | | | | | | | |
| Leisure Facilities & Services - 0.19% | | | | | | | | |
| Selina Hospitality PLC(c)(f) | | | 56,543 | | | | 706,222 | |
| | | | | | | | | |
| Auto/Truck Parts & Equipment - 0.04% | | | | | | | | |
| Arbe Robotics, Ltd.(f) | | | 33,042 | | | | 158,602 | |
| | | | | | | | | |
| TOTAL COMMON STOCK | | | | | | | 33,101,795 | |
| (Cost $32,567,891) | | | | | | | | |
| | | Shares | | | Fair Value | |
| CLOSED END FUNDS - 17.09% | | | | | | | | |
| Aberdeen Diversified Income and Growth Trust PLC | | | 7,080 | | | | 7,307 | |
| Aberdeen Japan Equity Fund, Inc. | | | 47,038 | | | | 248,831 | |
| Aberdeen New India Investment Trust PLC | | | 85,681 | | | | 546,321 | |
| abrdn Emerging Markets Equity Income Fund, Inc. | | | 1,818 | | | | 7,872 | |
22
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| abrdn Smaller Companies Income Trust | | | 161,889 | | | $ | 414,010 | |
| abrdn Standard Global Infrastructure Income Fund | | | 1,816 | | | | 30,218 | |
| Allianz Technology Trust PLC(f) | | | 209,170 | | | | 550,517 | |
| Angel Oak Financial Strategies Income Term Trust | | | 6,147 | | | | 78,436 | |
| Apollo Senior Floating Rate Fund, Inc. | | | 607 | | | | 7,557 | |
| Apollo Tactical Income Fund, Inc. | | | 25,088 | | | | 301,809 | |
| Ares Dynamic Credit Allocation Fund, Inc. | | | 999 | | | | 11,618 | |
| Baillie Gifford UK Growth Trust PLC | | | 15,583 | | | | 26,806 | |
| Baillie Gifford US Growth Trust PLC(f) | | | 814,458 | | | | 1,541,137 | |
| Barings Global Short Duration High Yield Fund | | | 1,416 | | | | 17,827 | |
| BlackRock California Municipal Income Trust | | | 32,561 | | | | 327,889 | |
| Blackrock Capital Allocation Trust | | | 67,144 | | | | 963,516 | |
| Blackrock ESG Capital Allocation Trust | | | 390,852 | | | | 5,339,038 | |
| BlackRock Innovation & Growth Trust | | | 41,127 | | | | 301,050 | |
| BlackRock MuniHoldings New York Quality Fund, Inc. | | | 241 | | | | 2,229 | |
| BlackRock MuniYield New York Quality Fund, Inc. | | | 2,178 | | | | 19,558 | |
| BlackRock Science & Technology Trust II | | | 9,919 | | | | 171,301 | |
| BlackRock Smaller Cos. Trust PLC | | | 53,465 | | | | 782,364 | |
| Blackstone Long-Short Credit Income Fund | | | 675 | | | | 7,398 | |
| Blackstone Strategic Credit Fund | | | 1,348 | | | | 14,181 | |
| BNY Mellon High Yield Strategies Fund | | | 10,632 | | | | 23,071 | |
| BNY Mellon Municipal Income, Inc. | | | 650 | | | | 3,802 | |
| Center Coast Brookfield MLP & Energy Infrastructure Fund | | | 146,912 | | | | 2,592,997 | |
| Citadel Income Fund | | | 127,000 | | | | 244,240 | |
| ClearBridge Energy Midstream Opportunity Fund, Inc. | | | 68,686 | | | | 2,079,949 | |
| ClearBridge MLP & Midstream Fund, Inc. | | | 17,796 | | | | 625,885 | |
| Cohen & Steers Real Estate Opportunities and Income Fund | | | 519 | | | | 6,763 | |
| Cushing MLP & Infrastructure Total Return Fund | | | 62,843 | | | | 2,276,173 | |
| Delaware Enhanced Global Dividend & Income Fund | | | 3,115 | | | | 22,335 | |
| Delaware Investments National Municipal Income Fund | | | 186,240 | | | | 1,936,263 | |
| Delaware Ivy High Income Opportunities Fund | | | 2,705 | | | | 28,078 | |
| DWS Strategic Municipal Income Trust | | | 59 | | | | 442 | |
| Eaton Vance California Municipal Bond Fund | | | 2,498 | | | | 20,234 | |
| Eaton Vance California Municipal Income Trust | | | 71 | | | | 653 | |
| Eaton Vance New York Municipal Bond Fund | | | 18,308 | | | | 153,421 | |
| Ecofin Sustainable and Social | | | 34,703 | | | | 479,248 | |
| Ellsworth Growth and Income Fund, Ltd. | | | 116,777 | | | | 1,004,282 | |
| European Opportunities Trust PLC | | | 81,426 | | | | 631,245 | |
| European Smaller Companies | | | 2,626 | | | | 3,960 | |
| Federated Hermes Premier Municipal Income Fund | | | 82 | | | | 800 | |
| First Trust High Yield Opportunities 2027 Term Fund | | | 2,697 | | | | 37,380 | |
| First Trust/abrdn Emerging Opportunity Fund | | | 48,434 | | | | 427,672 | |
| First Trust/abrdn Global Opportunity Income Fund | | | 351 | | | | 1,906 | |
| Franklin Limited Duration Income Trust | | | 746 | | | | 4,566 | |
| Goldman Sachs MLP Energy and Renaissance Fund | | | 278 | | | | 3,809 | |
| Guggenheim Active Allocation Fund | | | 125 | | | | 1,684 | |
| Henderson Opportunities Trust PLC | | | 111,656 | | | | 1,303,522 | |
| Henderson Smaller Companies Investment Trust PLC | | | 33,764 | | | | 290,792 | |
| Annual Report | October 31, 2022 | 23 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Herald Investment Trust PLC(f) | | | 2,610 | | | $ | 51,602 | |
| Invesco High Income Trust II | | | 1 | | | | 10 | |
| Invesco Perpetual UK Smaller Cos. Investment Trust PLC | | | 61,481 | | | | 284,494 | |
| Japan Smaller Capitalization Fund, Inc. | | | 7,794 | | | | 44,348 | |
| JPMorgan European Discovery Trust PLC | | | 14,209 | | | | 62,898 | |
| JPMorgan Mid Cap Investment Trust PLC | | | 3,263 | | | | 30,479 | |
| JPMorgan UK Smaller Companies Investment Trust PLC | | | 17,986 | | | | 53,525 | |
| Kayne Anderson NextGen Energy & Infrastructure, Inc. | | | 103,652 | | | | 810,559 | |
| Korea Fund, Inc. | | | 27,872 | | | | 569,982 | |
| Macquarie Global Infrastructure Total Return Fund, Inc. | | | 706 | | | | 14,981 | |
| MainStay CBRE Global Infrastructure Megatrends Fund | | | 12,944 | | | | 169,566 | |
| Mercantile Investment Trust PLC | | | 132,872 | | | | 275,804 | |
| MFS High Yield Municipal Trust | | | 6,612 | | | | 19,109 | |
| MFS Investment Grade Municipal Trust | | | 2,051 | | | | 13,475 | |
| Miller/Howard High Dividend Fund | | | 333,513 | | | | 3,378,487 | |
| Morgan Stanley Emerging Markets Debt Fund, Inc. | | | 103,203 | | | | 624,378 | |
| Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. | | | 540,221 | | | | 2,182,493 | |
| Neuberger Berman MLP & Energy Income Fund, Inc. | | | 268,634 | | | | 1,861,634 | |
| Neuberger Berman New York Municipal Fund, Inc. | | | 350 | | | | 3,088 | |
| Neuberger Berman Next Generation Connectivity Fund, Inc. | | | 122,263 | | | | 1,176,170 | |
| New Ireland Fund, Inc. | | | 95,326 | | | | 805,505 | |
| Nuveen Core Plus Impact Fund | | | 196,587 | | | | 2,026,812 | |
| Nuveen Credit Strategies Income Fund | | | 72,739 | | | | 366,605 | |
| Nuveen Multi-Asset Income Fund | | | 199,615 | | | | 2,239,680 | |
| Nuveen New Jersey Quality Municipal Income Fund | | | 2,184 | | | | 23,260 | |
| Nuveen New York Quality Municipal Income Fund | | | 1,105 | | | | 10,818 | |
| Nuveen Pennsylvania Quality Municipal Income Fund | | | 787 | | | | 8,145 | |
| Nuveen Preferred & Income Securities Fund | | | 3,746 | | | | 25,248 | |
| Nuveen Real Asset Income and Growth Fund | | | 25 | | | | 286 | |
| Nuveen Senior Income Fund | | | 1 | | | | 5 | |
| Pershing Square Holdings, Ltd. | | | 50,990 | | | | 1,664,824 | |
| PGIM Global High Yield Fund, Inc. | | | 47 | | | | 499 | |
| PGIM Short Duration High Yield Opportunities Fund | | | 1,433 | | | | 20,979 | |
| PIMCO Energy & Tactical Credit Opportunities Fund | | | 254,162 | | | | 3,977,635 | |
| Pioneer High Income Fund, Inc. | | | 472 | | | | 3,068 | |
| Pioneer Municipal High Income Opportunities Fund, Inc. | | | 71 | | | | 675 | |
| Principal Real Estate Income Fund | | | 51,780 | | | | 556,117 | |
| River & Mercantile UK Micro Cap Investment Co., Ltd.(f) | | | 172,240 | | | | 270,610 | |
| Schroder British Opportunities Trust PLC(f) | | | 1,453,746 | | | | 1,150,340 | |
| Schroder UK Mid Cap Fund PLC | | | 629,743 | | | | 3,668,728 | |
| Taiwan Fund, Inc. | | | 3,223 | | | | 60,496 | |
| Templeton Emerging Markets Fund | | | 1,470 | | | | 15,097 | |
| Templeton Global Income Fund | | | 642,106 | | | | 2,754,635 | |
| Thornburg Income Builder Opportunities Trust | | | 503 | | | | 6,785 | |
| Tortoise Energy Independence Fund, Inc. | | | 29,984 | | | | 1,031,135 | |
| Tortoise Energy Infrastructure Fund, Inc. | | | 16,733 | | | | 557,544 | |
| Tortoise Midstream Energy Fund, Inc. | | | 62,654 | | | | 2,351,091 | |
| Tortoise Pipeline & Energy Fund, Inc. | | | 8,718 | | | | 250,817 | |
24
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Tortoise Power and Energy Infrastructure Fund, Inc. | | | 46,952 | | | $ | 623,523 | |
| Vertical Capital Income Fund | | | 38,522 | | | | 329,363 | |
| Virtus Convertible & Income Fund II | | | 2,072 | | | | 6,133 | |
| Virtus Global Multi-Sector Income Fund | | | 1,289 | | | | 9,668 | |
| Voya Emerging Markets High Dividend Equity Fund | | | 55,586 | | | | 263,478 | |
| Voya Global Advantage and Premium Opportunity Fund | | | 391 | | | | 3,355 | |
| Voya Infrastructure Industrials and Materials Fund | | | 6,140 | | | | 55,444 | |
| Western Asset Diversified Income Fund | | | 7,483 | | | | 92,939 | |
| Western Asset Emerging Markets Debt Fund, Inc. | | | 173 | | | | 1,401 | |
| | | | | | | | 62,783,787 | |
| | | | | | | | | |
| TOTAL CLOSED END FUNDS | | | | | | | 62,783,787 | |
| (Cost $66,513,413) | | | | | | | | |
| | | Shares | | | Fair Value | |
| PREFERRED STOCK - 0.64% | | | | | | | | |
| Entertainment Facilities - 0.07% | | | | | | | | |
| 24 Hour Fitness Worldwide, Inc.(f) | | | 407,959 | | | | 244,775 | |
| | | | | | | | | |
| Transportation - 0.57% | | | | | | | | |
| G-ILS Transportation Ltd. Preferred B-3 Shares(c)(f) | | | 1,332 | | | | 2,099,232 | |
| | | | | | | | | |
| TOTAL PREFERRED STOCK | | | | | | | 2,344,007 | |
| (Cost $2,709,436) | | | | | | | | |
| | | | | | | | | |
| | | Shares | | | Fair Value | |
| OPEN-END MUTUAL FUNDS - 1.31% | | | | | | | | |
| Salient MLP & Energy Infrastructure Fund - A | | | 632,094 | | | | 4,803,915 | |
| | | | | | | | | |
| TOTAL OPEN-END MUTUAL FUNDS | | | | | | | 4,803,915 | |
| (Cost $3,177,488) | | | | | | | | |
| | | Shares | | | Fair Value | |
| UNIT TRUST - 0.35% | | | | | | | | |
| Grayscale Bitcoin Trust BTC(f)(g) | | | 108,400 | | | | 1,300,800 | |
| | | | | | | | | |
| TOTAL UNIT TRUST | | | | | | | 1,300,800 | |
| (Cost $1,942,732) | | | | | | | | |
| | | Shares | | | Fair Value | |
| SPECIAL PURPOSE ACQUISITION COMPANIES - 86.90%(f) | | | | | | | | |
| 10X Capital Venture Acquisition Corp. II | | | 834 | | | | 8,373 | |
| 10X Capital Venture Acquisition Corp. III | | | 111,508 | | | | 1,136,267 | |
| 26 Capital Acquisition Corp. | | | 69,009 | | | | 689,055 | |
| 7 Acquisition Corp. | | | 50,470 | | | | 511,766 | |
| Annual Report | October 31, 2022 | 25 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| 7GC & Co. Holdings, Inc. | | | 48,684 | | | $ | 486,353 | |
| 8i ACQUISITION 2 Corp. | | | 46,160 | | | | 464,831 | |
| A SPAC I Acquisition Corp. | | | 2 | | | | 20 | |
| A SPAC II Acquisition Corp. | | | 68,843 | | | | 692,561 | |
| ABG Acquisition Corp. I | | | 34,184 | | | | 340,814 | |
| Abri SPAC I, Inc. | | | 47,464 | | | | 477,013 | |
| Accelerate Acquisition Corp. | | | 66,589 | | | | 661,895 | |
| Accretion Acquisition Corp. | | | 102,643 | | | | 1,022,324 | |
| Acropolis Infrastructure Acquisition Corp. | | | 76,319 | | | | 751,742 | |
| Adara Acquisition Corp. | | | 35,768 | | | | 357,680 | |
| Adit EdTech Acquisition Corp. | | | 68,464 | | | | 681,901 | |
| Advanced Merger Partners, Inc. | | | 35,355 | | | | 350,014 | |
| Aequi Acquisition Corp. | | | 76,958 | | | | 772,274 | |
| Aesther Healthcare Acquisition Corp. | | | 115,745 | | | | 1,186,386 | |
| AF Acquisition Corp. | | | 97,266 | | | | 964,879 | |
| African Gold Acquisition Corp. | | | 176,315 | | | | 1,756,097 | |
| Agile Growth Corp. | | | 59,098 | | | | 589,201 | |
| Agrinam Acquisition Corp. | | | 19,798 | | | | 192,041 | |
| Ahren Acquisition Corp. | | | 19,716 | | | | 199,329 | |
| AIB Acquisition Corp. | | | 62,010 | | | | 625,061 | |
| Alpha Healthcare Acquisition Corp. III | | | 22,899 | | | | 224,410 | |
| Alpha Partners Technology Merger Corp. | | | 19,691 | | | | 194,350 | |
| Alpine Acquisition Corp. | | | 119,504 | | | | 1,225,514 | |
| Alset Capital Acquisition Corp. | | | 40,719 | | | | 403,118 | |
| ALSP Orchid Acquisition Corp. I | | | 104,793 | | | | 1,061,553 | |
| AltC Acquisition Corp. | | | 61,326 | | | | 603,448 | |
| AltEnergy Acquisition Corp. | | | 22,461 | | | | 225,464 | |
| Andretti Acquisition Corp. | | | 50,274 | | | | 510,030 | |
| Angel Pond Holdings Corp. | | | 33,960 | | | | 339,940 | |
| Anzu Special Acquisition Corp. I | | | 18,438 | | | | 182,721 | |
| AP Acquisition Corp. | | | 52,489 | | | | 534,863 | |
| Apeiron Capital Investment Corp. | | | 112,889 | | | | 1,144,130 | |
| Apollo Strategic Growth Capital II | | | 45,066 | | | | 444,801 | |
| APx Acquisition Corp. I | | | 46,626 | | | | 474,653 | |
| Arbor Rapha Capital Bioholdings Corp. I | | | 91,921 | | | | 941,731 | |
| Arctos NorthStar Acquisition Corp. | | | 39,600 | | | | 394,812 | |
| Arena Fortify Acquisition Corp. | | | 103,357 | | | | 1,043,906 | |
| Ares Acquisition Corp. | | | 74,515 | | | | 742,915 | |
| Argus Capital Corp. | | | 56,098 | | | | 566,029 | |
| Arisz Acquisition Corp. | | | 34,348 | | | | 343,387 | |
| Armada Acquisition Corp. I | | | 63 | | | | 627 | |
| Armada Acquisition Corp. I Unit | | | 39 | | | | 391 | |
| Arrowroot Acquisition Corp. | | | 205,758 | | | | 2,046,737 | |
| Artemis Strategic Investment Corp. | | | 142,048 | | | | 1,420,480 | |
| Artemis Strategic Investment Corp., Class B(c) | | | 12,038 | | | | 7,945 | |
| ARYA Sciences Acquisition Corp. V | | | 12,591 | | | | 124,525 | |
| Ascendant Digital Acquisition Corp. III | | | 183,145 | | | | 1,867,163 | |
| Astrea Acquisition Corp. | | | 1,854 | | | | 18,429 | |
26
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Athena Consumer Acquisition Corp. | | | 93,080 | | | $ | 940,108 | |
| Athlon Acquisition Corp. | | | 94,859 | | | | 943,847 | |
| Atlantic Coastal Acquisition Corp. | | | 51,070 | | | | 506,870 | |
| Atlantic Coastal Acquisition Corp. II | | | 95,202 | | | | 958,817 | |
| Atlas Crest Investment Corp. II | | | 74,345 | | | | 744,193 | |
| Ault Disruptive Technologies Corp. | | | 24,919 | | | | 252,554 | |
| Aura FAT Projects Acquisition Corp. | | | 58,439 | | | | 587,896 | |
| Aurora Technology Acquisition Corp. | | | 63,578 | | | | 642,138 | |
| Authentic Equity Acquisition Corp. | | | 12,713 | | | | 127,066 | |
| Avalon Acquisition, Inc. | | | 77,027 | | | | 775,662 | |
| AXIOS Sustainable Growth Acquisition Corp. | | | 60,175 | | | | 611,980 | |
| B Riley Principal 250 Merger Corp. | | | 52,757 | | | | 519,920 | |
| Bannix Acquisition Corp. | | | 57,872 | | | | 583,350 | |
| Banyan Acquisition Corp. | | | 87,049 | | | | 878,324 | |
| Battery Future Acquisition Corp. | | | 42,855 | | | | 432,836 | |
| Beard Energy Transition Acquisition Corp. | | | 120,587 | | | | 1,214,311 | |
| Belong Acquisition Corp. | | | 60,448 | | | | 600,853 | |
| Berenson Acquisition Corp. I | | | 67,257 | | | | 666,517 | |
| BioPlus Acquisition Corp. | | | 99,655 | | | | 1,008,509 | |
| Biotech Acquisition Co. | | | 109,702 | | | | 1,094,826 | |
| Bite Acquisition Corp. | | | 80,868 | | | | 804,637 | |
| Black Mountain Acquisition Corp. | | | 103,581 | | | | 1,044,096 | |
| Black Spade Acquisition Co. | | | 28,533 | | | | 281,906 | |
| Blockchain Coinvestors Acquisition Corp. I | | | 211,857 | | | | 2,148,230 | |
| Blue Ocean Acquisition Corp. | | | 50,462 | | | | 510,171 | |
| Blue Safari Group Acquisition Corp. | | | 20,853 | | | | 214,577 | |
| Blue Whale Acquisition Corp. I | | | 16,386 | | | | 159,108 | |
| Blue World Acquisition Corp. | | | 51,687 | | | | 522,039 | |
| BlueRiver Acquisition Corp. | | | 23,897 | | | | 238,014 | |
| Broad Capital Acquisition Corp. | | | 69,924 | | | | 701,338 | |
| Broadscale Acquisition Corp. | | | 10,459 | | | | 104,590 | |
| Build Acquisition Corp. | | | 36,073 | | | | 358,205 | |
| BurTech Acquisition Corp. | | | 163,595 | | | | 1,642,494 | |
| BYTE Acquisition Corp. | | | 163,063 | | | | 1,626,553 | |
| C5 Acquisition Corp. | | | 144,119 | | | | 1,452,720 | |
| Cactus Acquisition Corp. 1, Ltd. | | | 49,956 | | | | 506,804 | |
| Canna-Global Acquisition Corp. | | | 163,278 | | | | 1,662,170 | |
| Capitalworks Emerging Markets Acquisition Corp. | | | 138,241 | | | | 1,409,367 | |
| Carney Technology Acquisition Corp. II | | | 81,138 | | | | 811,380 | |
| Cartica Acquisition Corp. | | | 148,709 | | | | 1,515,345 | |
| Catalyst Partners Acquisition Corp. | | | 20,382 | | | | 202,189 | |
| Catcha Investment Corp. | | | 120,767 | | | | 1,204,047 | |
| CC Neuberger Principal Holdings III | | | 47,093 | | | | 470,930 | |
| CENAQ Energy Corp. | | | 122,480 | | | | 1,237,048 | |
| CF Acquisition Corp. IV | | | 120,117 | | | | 1,201,170 | |
| CF Acquisition Corp. VII | | | 21,449 | | | | 214,812 | |
| Chain Bridge I | | | 66,734 | | | | 676,349 | |
| Chenghe Acquisition Co. | | | 800 | | | | 8,132 | |
| Annual Report | October 31, 2022 | 27 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Churchill Capital Corp. VII | | | 50,077 | | | $ | 498,767 | |
| CIIG Capital Partners II, Inc. | | | 42,062 | | | | 421,882 | |
| Clarim Acquisition Corp. | | | 43,321 | | | | 433,210 | |
| Clean Earth Acquisitions Corp. | | | 99,174 | | | | 984,798 | |
| ClimateRock | | | 23,557 | | | | 237,455 | |
| Colicity, Inc. | | | 46,304 | | | | 459,799 | |
| Colombier Acquisition Corp. | | | 77,686 | | | | 761,323 | |
| Concord Acquisition Corp. III | | | 98,857 | | | | 992,030 | |
| Consilium Acquisition Corp. I, Ltd. | | | 78,255 | | | | 782,550 | |
| Constellation Acquisition Corp. I | | | 24,177 | | | | 241,286 | |
| Corazon Capital V838 Monoceros Corp. | | | 12,882 | | | | 128,498 | |
| Corner Growth Acquisition Corp. | | | 65,955 | | | | 660,869 | |
| Counter Press Acquisition Corp. | | | 20,213 | | | | 205,162 | |
| COVA Acquisition Corp. | | | 105,029 | | | | 1,050,290 | |
| Crixus BH3 Acquisition Co. | | | 15,539 | | | | 155,078 | |
| Crown PropTech Acquisitions | | | 65,036 | | | | 649,059 | |
| Crypto 1 Acquisition Corp. | | | 20,390 | | | | 205,939 | |
| Crystal Peak Acquisition | | | 334,985 | | | | 3,349,850 | |
| D & Z Media Acquisition Corp. | | | 68,000 | | | | 680,000 | |
| DA32 Life Science Tech Acquisition Corp. | | | 108,727 | | | | 1,066,612 | |
| Data Knights Acquisition Corp. | | | 43,918 | | | | 458,065 | |
| Decarbonization Plus Acquisition Corp. IV | | | 44,370 | | | | 447,915 | |
| DEE Tech SA | | | 41,293 | | | | 396,856 | |
| Deep Lake Capital Acquisition Corp. | | | 55,459 | | | | 554,313 | |
| Deep Medicine Acquisition Corp. | | | 74,268 | | | | 747,879 | |
| Deezer SA | | | 8,179 | | | | 27,482 | |
| Denali Capital Acquisition Corp. | | | 27,621 | | | | 280,353 | |
| DHB Capital Corp. | | | 19,989 | | | | 198,391 | |
| DHC Acquisition Corp. | | | 44,994 | | | | 448,914 | |
| DiamondHead Holdings Corp. | | | 74,868 | | | | 741,942 | |
| Digital Transformation Opportunities Corp. | | | 141,108 | | | | 1,402,614 | |
| Digital World Acquisition Corp., Class B(c) | | | 25,893 | | | | 272,394 | |
| DILA Capital Acquisition Corp. | | | 20,741 | | | | 207,825 | |
| Direct Selling Acquisition Corp. | | | 154,081 | | | | 1,566,233 | |
| Disruptive Acquisition Corp. I | | | 12,124 | | | | 120,876 | |
| Disruptive Capital Acquisition Co., Ltd. | | | 58,870 | | | | 685,249 | |
| dMY Technology Group, Inc. VI | | | 27,831 | | | | 275,666 | |
| DP Cap Acquisition Corp. I | | | 89,472 | | | | 908,141 | |
| Dragoneer Growth Opportunities Corp. III | | | 28,687 | | | | 284,001 | |
| DTRT Health Acquisition Corp. | | | 172,359 | | | | 1,759,785 | |
| DUET Acquisition Corp. | | | 5,996 | | | | 59,870 | |
| Edify Acquisition Corp. | | | 52,112 | | | | 517,472 | |
| EG Acquisition Corp. | | | 107,079 | | | | 1,056,870 | |
| Elliott Opportunity II Corp. | | | 27,348 | | | | 271,292 | |
| Emerging Markets Horizon Corp. | | | 112,680 | | | | 1,143,139 | |
| Empowerment & Inclusion Capital I Corp. | | | 145,975 | | | | 1,453,911 | |
| Energem Corp. | | | 72,341 | | | | 737,517 | |
| Energy Transition Partners BV | | | 50,557 | | | | 485,890 | |
28
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Enterprise 4.0 Technology Acquisition Corp. | | | 44,710 | | | $ | 454,477 | |
| Epiphany Technology Acquisition Corp. | | | 188,936 | | | | 1,881,803 | |
| EQ Health Acquisition Corp. | | | 76,034 | | | | 755,778 | |
| ESG Core Investments BV | | | 281,009 | | | | 2,693,759 | |
| ESGEN Acquisition Corp. | | | 158,733 | | | | 1,623,839 | |
| ESM Acquisition Corp. | | | 18,627 | | | | 186,270 | |
| Eureking SA | | | 59,955 | | | | 586,580 | |
| European Biotech Acquisition Corp. | | | 1,223 | | | | 12,199 | |
| EVe Mobility Acquisition Corp. | | | 81,534 | | | | 825,124 | |
| Everest Consolidator Acquisition Corp. | | | 100,984 | | | | 1,021,958 | |
| Evergreen Corp. | | | 70,091 | | | | 711,774 | |
| Evo Acquisition Corp. | | | 56,878 | | | | 564,230 | |
| ExcelFin Acquisition Corp. | | | 51,002 | | | | 514,355 | |
| Far Peak Acquisition Corp. | | | 21,242 | | | | 211,358 | |
| FAST Acquisition Corp. II | | | 28,787 | | | | 284,416 | |
| Fat Projects Acquisition Corp., Class B(c) | | | 4,886 | | | | 3,029 | |
| Fat Projects Acquisition Corp. | | | 61,845 | | | | 619,996 | |
| FG Acquisition Corp. | | | 50,526 | | | | 498,692 | |
| FG Merger Corp. | | | 1,483 | | | | 14,934 | |
| Fifth Wall Acquisition Corp. III | | | 77,093 | | | | 765,533 | |
| Figure Acquisition Corp. I | | | 6,245 | | | | 62,138 | |
| Financial Strategies Acquisition Corp. | | | 65,207 | | | | 657,287 | |
| Finnovate Acquisition Corp. | | | 100,186 | | | | 1,014,884 | |
| FinServ Acquisition Corp. II | | | 50,815 | | | | 505,101 | |
| FinTech Acquisition Corp. VI | | | 150,553 | | | | 1,504,040 | |
| Fintech Ecosystem Development Corp. | | | 54,704 | | | | 551,143 | |
| Fintech Evolution Acquisition Group | | | 61,069 | | | | 608,247 | |
| First Reserve Sustainable Growth Corp. | | | 17,131 | | | | 170,282 | |
| Flame Acquisition Corp. | | | 177,120 | | | | 1,762,344 | |
| Focus Impact Acquisition Corp. | | | 56,923 | | | | 571,507 | |
| Forbion European Acquisition Corp. | | | 22,181 | | | | 225,359 | |
| Forest Road Acquisition Corp. II | | | 108,352 | | | | 1,080,811 | |
| Fortistar Sustainable Solutions Corp. | | | 27,088 | | | | 271,151 | |
| Fortress Capital Acquisition Corp. | | | 124,120 | | | | 1,241,200 | |
| Fortress Value Acquisition Corp. III | | | 34,526 | | | | 345,433 | |
| Fortune Rise Acquisition Corp. | | | 36,191 | | | | 368,786 | |
| Forum Merger IV Corp. | | | 104,456 | | | | 1,036,726 | |
| Frazier Lifesciences Acquisition Corp. | | | 19,116 | | | | 191,542 | |
| Freedom Acquisition I Corp. | | | 18,275 | | | | 182,385 | |
| Frontier Acquisition Corp. | | | 57,947 | | | | 577,732 | |
| FTAC Athena Acquisition Corp. | | | 5,118 | | | | 51,129 | |
| FTAC Hera Acquisition Corp. | | | 227,355 | | | | 2,266,729 | |
| FTAC Parnassus Acquisition Corp. | | | 39,792 | | | | 393,941 | |
| FTAC Zeus Acquisition Corp. | | | 71,310 | | | | 713,100 | |
| Fusion Acquisition Corp. II - units | | | 188,052 | | | | 1,871,117 | |
| Future Health ESG Corp. | | | 77,163 | | | | 776,260 | |
| FutureTech II Acquisition Corp. | | | 52,279 | | | | 528,279 | |
| G Squared Ascend II, Inc. | | | 34,568 | | | | 345,680 | |
| Annual Report | October 31, 2022 | 29 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Galata Acquisition Corp. | | | 53,213 | | | $ | 535,323 | |
| Games & Esports Experience Acquisition Corp. | | | 118,761 | | | | 1,208,393 | |
| Gaming & Hospitality Acquisition Corp. | | | 48,459 | | | | 481,682 | |
| Gardiner Healthcare Acquisitions Corp. | | | 19,715 | | | | 198,136 | |
| Genesis Growth Tech Acquisition Corp. | | | 47,855 | | | | 487,882 | |
| Genesis Unicorn Capital Corp. | | | 6,940 | | | | 69,747 | |
| GFJ Esg Acquisition I SE | | | 75,358 | | | | 741,002 | |
| Glass Houses Acquisition Corp. | | | 150,419 | | | | 1,495,165 | |
| Global Blockchain Acquisition Corp. | | | 40,470 | | | | 401,058 | |
| Global Consumer Acquisition Corp. | | | 36,026 | | | | 371,428 | |
| Global Partner Acquisition Corp. II | | | 31,433 | | | | 314,959 | |
| Global Systems Dynamics, Inc. | | | 37,300 | | | | 378,968 | |
| Global Technology Acquisition Corp. I | | | 85,831 | | | | 871,185 | |
| Globalink Investment, Inc. | | | 58,520 | | | | 586,370 | |
| Goal Acquisitions Corp. | | | 88,824 | | | | 882,022 | |
| GoGreen Investments Corp. | | | 130,678 | | | | 1,335,529 | |
| Golden Arrow Merger Corp. | | | 92,834 | | | | 922,770 | |
| Golden Falcon Acquisition Corp. | | | 139,454 | | | | 1,394,540 | |
| Goldenstone Acquisition, Ltd. | | | 5,502 | | | | 55,295 | |
| Gores Holdings IX, Inc. | | | 121,537 | | | | 1,180,124 | |
| Gores Holdings VIII, Inc. | | | 21,559 | | | | 213,434 | |
| Gores Technology Partners II, Inc. | | | 49,313 | | | | 488,938 | |
| Gores Technology Partners, Inc. | | | 1,934 | | | | 19,176 | |
| Graf Acquisition Corp. IV | | | 55,750 | | | | 548,301 | |
| Green Visor Financial Technology Acquisition Corp. I | | | 95,725 | | | | 976,395 | |
| Group Nine Acquisition Corp. | | | 12,236 | | | | 121,809 | |
| GSR II Meteora Acquisition Corp. | | | 142,738 | | | | 1,420,243 | |
| Hamilton Lane Alliance Holdings I, Inc. | | | 21,117 | | | | 210,325 | |
| Hawks Acquisition Corp. | | | 117,298 | | | | 1,161,250 | |
| Health Assurance Acquisition Corp. | | | 20,290 | | | | 203,712 | |
| Healthcare Services Acquisition Corp. | | | 51,077 | | | | 510,770 | |
| Healthwell Acquisition Corp. I | | | 2,001 | | | | 19,750 | |
| Heartland Media Acquisition Corp., Class A | | | 2,998 | | | | 30,250 | |
| Hennessy Capital Investment Corp. V | | | 16,611 | | | | 165,279 | |
| HH&L Acquisition Co. | | | 89,355 | | | | 892,656 | |
| Highland Transcend Partners I Corp. | | | 31,494 | | | | 315,255 | |
| HNR Acquisition Corp. | | | 44,874 | | | | 454,574 | |
| Home Plate Acquisition Corp. | | | 46,382 | | | | 460,109 | |
| Hudson Executive Investment Corp. II | | | 44,517 | | | | 442,944 | |
| Hudson Executive Investment Corp. III | | | 134,382 | | | | 1,334,413 | |
| HumanCo Acquisition Corp. | | | 24,511 | | | | 245,233 | |
| Hunt Cos. Acquisition Corp. I | | | 128,300 | | | | 1,307,377 | |
| Ibere Pharmaceuticals | | | 6,446 | | | | 64,138 | |
| Iconic Sports Acquisition Corp. | | | 85,644 | | | | 873,997 | |
| Inception Growth Acquisition, Ltd. | | | 33,772 | | | | 337,720 | |
| Independence Holdings Corp. | | | 3,378 | | | | 33,679 | |
| Industrial Tech Acquisitions II, Inc. | | | 101,997 | | | | 1,027,620 | |
| Infinite Acquisition Corp. | | | 28,365 | | | | 285,919 | |
30
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| InFinT Acquisition Corp. | | | 110,294 | | | $ | 1,124,999 | |
| Innovative International Acquisition Corp. | | | 134,343 | | | | 1,370,970 | |
| Insight Acquisition Corp. | | | 36,845 | | | | 367,345 | |
| INSU Acquisition Corp. III | | | 14,981 | | | | 149,735 | |
| Integral Acquisition Corp. 1 | | | 38,577 | | | | 385,577 | |
| Integrated Rail and Resources Acquisition Corp. | | | 153,090 | | | | 1,550,802 | |
| Integrated Wellness Acquisition Corp. | | | 58,418 | | | | 594,987 | |
| Intelligent Medicine Acquisition Corp. | | | 128,628 | | | | 1,304,288 | |
| InterPrivate IV InfraTech Partners, Inc. | | | 80,861 | | | | 800,928 | |
| Investcorp Europe Acquisition Corp. I | | | 55,193 | | | | 561,589 | |
| Investcorp India Acquisition Corp. | | | 74,944 | | | | 758,433 | |
| ION Acquisition Corp. 3, Ltd. | | | 1,887 | | | | 18,917 | |
| Iris Acquisition Corp. | | | 72,859 | | | | 721,304 | |
| Iron Spark I, Inc. | | | 38,366 | | | | 380,399 | |
| Itiquira Acquisition Corp. | | | 119,763 | | | | 1,195,235 | |
| IX Acquisition Corp. | | | 22,361 | | | | 224,057 | |
| Jack Creek Investment Corp. | | | 24,302 | | | | 242,169 | |
| Jackson Acquisition Co. | | | 5,642 | | | | 56,194 | |
| Jaws Juggernaut Acquisition Corp. | | | 14,501 | | | | 143,777 | |
| Jaws Mustang Acquisition Corp. - units | | | 159,559 | | | | 1,595,590 | |
| Jiya Acquisition Corp. | | | 788 | | | | 7,896 | |
| JOFF Fintech Acquisition Corp. | | | 122,924 | | | | 1,221,865 | |
| Juniper II Corp. | | | 40,172 | | | | 404,130 | |
| Jupiter Acquisition Corp. | | | 14,439 | | | | 140,419 | |
| Jupiter Wellness Acquisition Corp. | | | 88,009 | | | | 888,011 | |
| Kadem Sustainable Impact Corp. | | | 75,482 | | | | 747,272 | |
| Kairos Acquisition Corp. | | | 11,597 | | | | 116,086 | |
| Kairous Acquisition Corp. ltd | | | 13,555 | | | | 137,312 | |
| Kensington Capital Acquisition Corp. V | | | 58,918 | | | | 593,304 | |
| Kernel Group Holdings, Inc. | | | 59,893 | | | | 598,930 | |
| Keyarch Acquisition Corp. | | | 20,135 | | | | 201,048 | |
| Khosla Ventures Acquisition Co. | | | 18,131 | | | | 179,497 | |
| Kimbell Tiger Acquisition Corp. | | | 119,582 | | | | 1,217,345 | |
| Kismet Acquisition Two Corp. | | | 39,461 | | | | 393,821 | |
| KL Acquisition Corp. | | | 92,996 | | | | 926,240 | |
| KnightSwan Acquisition Corp. | | | 8,994 | | | | 91,784 | |
| L Catterton Asia Acquisition Corp. | | | 5,761 | | | | 57,437 | |
| Lakeshore Acquisition I Corp. | | | 11,966 | | | | 120,916 | |
| LAMF Global Ventures Corp. I | | | 138,675 | | | | 1,404,778 | |
| Landcadia Holdings IV, Inc. | | | 72,758 | | | | 721,759 | |
| Larkspur Health Acquisition Corp. | | | 35,393 | | | | 355,523 | |
| LAVA Medtech Acquisition Corp. | | | 37,985 | | | | 382,889 | |
| Lazard Growth Acquisition Corp. I | | | 64,054 | | | | 638,618 | |
| LDH Growth Corp. I | | | 42,328 | | | | 421,587 | |
| Lead Edge Growth Opportunities, Ltd. | | | 500 | | | | 4,980 | |
| Legato Merger Corp. II | | | 25,933 | | | | 262,442 | |
| Leo Holdings Corp. II | | | 50,399 | | | | 503,990 | |
| Levere Holdings Corp. | | | 54,573 | | | | 543,820 | |
| Annual Report | October 31, 2022 | 31 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| LF Capital Acquisition Corp. II, Class A | | | 166,778 | | | $ | 1,686,126 | |
| Liberty Resources Acquisition Corp. | | | 76,982 | | | | 776,363 | |
| Lionheart III Corp. | | | 77,022 | | | | 780,233 | |
| LIV Capital Acquisition Corp. II | | | 58,346 | | | | 591,920 | |
| Logistics Innovation Technologies Corp. | | | 30,319 | | | | 298,339 | |
| Longview Acquisition Corp. II | | | 40,650 | | | | 406,093 | |
| M3-Brigade Acquisition II Corp. | | | 86,250 | | | | 857,756 | |
| M3-Brigade Acquisition III Corp. | | | 14,905 | | | | 150,019 | |
| Macondray Capital Acquisition Corp. I | | | 84,283 | | | | 847,466 | |
| Magnum Opus Acquisition, Ltd. | | | 36,420 | | | | 362,743 | |
| Marblegate Acquisition Corp. | | | 153,146 | | | | 1,539,883 | |
| Marlin Technology Corp. | | | 269,133 | | | | 2,694,021 | |
| Maxpro Capital Acquisition Corp. | | | 37,123 | | | | 376,798 | |
| McLaren Technology Acquisition Corp. | | | 122,181 | | | | 1,231,584 | |
| MDH Acquisition Corp. | | | 54,356 | | | | 540,299 | |
| Medicus Sciences Acquisition Corp. | | | 80,321 | | | | 800,800 | |
| Mercato Partners Acquisition Corp. | | | 99,370 | | | | 1,002,643 | |
| Metal Sky Star Acquisition Corp. | | | 40,420 | | | | 404,806 | |
| Metals Acquisition Corp. | | | 35,266 | | | | 348,252 | |
| Minority Equality Opportunities Acquisition, Inc. | | | 140,593 | | | | 1,438,266 | |
| Mission Advancement Corp. | | | 89,303 | | | | 893,923 | |
| Monument Circle Acquisition Corp. | | | 32,069 | | | | 319,407 | |
| Moringa Acquisition Corp. | | | 35,406 | | | | 353,529 | |
| Motive Capital Corp. II | | | 12,857 | | | | 129,470 | |
| Mount Rainier Acquisition Corp. | | | 13,035 | | | | 131,914 | |
| Mountain & Co. I Acquisition Corp. | | | 125,353 | | | | 1,291,136 | |
| Mountain Crest Acquisition Corp. IV | | | 34,801 | | | | 346,249 | |
| Mountain Crest Acquisition Corp. V | | | 18,152 | | | | 181,702 | |
| Murphy Canyon Acquisition Corp. | | | 51,468 | | | | 521,113 | |
| Nabors Energy Transition Corp. | | | 188,038 | | | | 1,904,825 | |
| Natural Order Acquisition Corp. | | | 17,524 | | | | 175,941 | |
| New Energy One Acquisition Corp. PLC | | | 445,953 | | | | 5,063,057 | |
| New Providence Acquisition Corp. II | | | 77,530 | | | | 778,014 | |
| New Vista Acquisition Corp. | | | 46,189 | | | | 460,042 | |
| Newbury Street Acquisition Corp. | | | 20,019 | | | | 198,588 | |
| Newcourt Acquisition Corp. | | | 126,219 | | | | 1,288,696 | |
| Noble Rock Acquisition Corp. | | | 56,711 | | | | 565,976 | |
| Nogin, Inc. | | | 225,285 | | | | 208,389 | |
| Northern Star Investment Corp. II | | | 201,428 | | | | 2,004,209 | |
| Northern Star Investment Corp. III | | | 58,650 | | | | 582,394 | |
| Northern Star Investment Corp. IV | | | 70,002 | | | | 696,520 | |
| NorthView Acquisition Corp. | | | 38,482 | | | | 383,858 | |
| Nova Vision Acquisition Corp. | | | 32,258 | | | | 331,290 | |
| Nubia Brand International Corp. | | | 58,524 | | | | 590,800 | |
| OCA Acquisition Corp. | | | 9,841 | | | | 99,689 | |
| OceanTech Acquisitions I Corp. | | | 55,467 | | | | 568,814 | |
| Omega Alpha SPAC | | | 12,550 | | | | 125,375 | |
| OmniLit Acquisition Corp. | | | 77,702 | | | | 784,790 | |
32
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| One Equity Partners Open Water I Corp. | | | 72,832 | | | $ | 728,320 | |
| Onyx Acquisition Co. I | | | 137,450 | | | | 1,401,990 | |
| OPY Acquisition Corp. I | | | 11,708 | | | | 116,495 | |
| Orion Acquisition Corp. | | | 23,870 | | | | 239,655 | |
| Osiris Acquisition Corp. | | | 23,661 | | | | 235,900 | |
| Oxus Acquisition Corp. | | | 52,867 | | | | 537,922 | |
| Oyster Enterprises Acquisition Corp. | | | 114,212 | | | | 1,136,409 | |
| Pacifico Acquisition Corp. | | | 7,239 | | | | 73,222 | |
| Papaya Growth Opportunity Corp. I | | | 114,924 | | | | 1,154,986 | |
| Parabellum Acquisition Corp. | | | 66,764 | | | | 665,637 | |
| Parsec Capital Acquisitions Corp. | | | 41,916 | | | | 424,399 | |
| Pathfinder Acquisition Corp. | | | 32,966 | | | | 328,341 | |
| Patria Latin American Opportunity Acquisition Corp. | | | 92,291 | | | | 942,753 | |
| Pearl Holdings Acquisition Corp. | | | 36,968 | | | | 372,268 | |
| Pegasus Digital Mobility Acquisition Corp. | | | 65,953 | | | | 667,774 | |
| Pegasus Digital Mobility Acquisition Corp., Class B(c) | | | 4,456 | | | | 3,342 | |
| PepperLime Health Acquisition Corp. | | | 23,753 | | | | 238,480 | |
| Peridot Acquisition Corp. II | | | 30,189 | | | | 300,381 | |
| Phoenix Biotech Acquisition Corp. | | | 57,685 | | | | 586,656 | |
| PHP Ventures Acquisition Corp. | | | 32,042 | | | | 325,387 | |
| Pine Technology Acquisition Corp. | | | 162,272 | | | | 1,613,795 | |
| Pioneer Merger Corp. | | | 32,375 | | | | 324,074 | |
| Pivotal Investment Corp. III | | | 14,002 | | | | 139,110 | |
| Plum Acquisition Corp. I | | | 73,302 | | | | 730,454 | |
| Pono Capital Corp. | | | 42,685 | | | | 436,241 | |
| Pono Capital Two, Inc. | | | 9,738 | | | | 98,159 | |
| Pontem Corp. | | | 70,672 | | | | 706,013 | |
| Population Health Investment Co., Inc. | | | 5,397 | | | | 54,186 | |
| Power & Digital Infrastructure Acquisition II Corp. | | | 44,362 | | | | 441,402 | |
| Powered Brands | | | 32,988 | | | | 329,880 | |
| PowerUp Acquisition Corp. | | | 141,091 | | | | 1,434,895 | |
| Primavera Capital Acquisition Corp. | | | 176,947 | | | | 1,773,009 | |
| Priveterra Acquisition Corp. | | | 42,674 | | | | 423,753 | |
| PROOF Acquisition Corp. I | | | 61,707 | | | | 618,921 | |
| Property Solutions Acquisition Corp. II | | | 25,701 | | | | 254,954 | |
| PropTech Investment Corp. II | | | 41,944 | | | | 420,698 | |
| Prospector Capital Corp. | | | 18,816 | | | | 188,348 | |
| Pyrophyte Acquisition Corp. | | | 59,361 | | | | 604,889 | |
| RCF Acquisition Corp. | | | 9,504 | | | | 96,418 | |
| Redwoods Acquisition Corp. | | | 32,327 | | | | 322,139 | |
| Relativity Acquisition Corp. | | | 52,087 | | | | 527,120 | |
| Revelstone Capital Acquisition Corp. | | | 77,115 | | | | 764,595 | |
| RF Acquisition Corp. | | | 23,928 | | | | 238,323 | |
| Rigel Resource Acquisition Corp. | | | 64,290 | | | | 652,865 | |
| ROC Energy Acquisition Corp. | | | 74,024 | | | | 746,902 | |
| Rocket Internet Growth Opportunities Corp. | | | 33,430 | | | | 332,963 | |
| Rose Hill Acquisition Corp. | | | 83,056 | | | | 848,417 | |
| Rosecliff Acquisition Corp. I | | | 91,784 | | | | 910,497 | |
| Annual Report | October 31, 2022 | 33 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Ross Acquisition Corp. II | | | 2,870 | | | $ | 28,643 | |
| Roth Ch Acquisition IV Co. | | | 17,880 | | | | 180,052 | |
| Roth CH Acquisition V Co. | | | 62,531 | | | | 624,059 | |
| RXR Acquisition Corp. | | | 12,933 | | | | 128,425 | |
| Sagaliam Acquisition Corp. | | | 100,069 | | | | 1,004,693 | |
| Sandbridge X2 Corp. | | | 67,694 | | | | 677,617 | |
| Science Strategic Acquisition Corp. Alpha | | | 107,999 | | | | 1,079,990 | |
| ScION Tech Growth I | | | 174,243 | | | | 1,745,915 | |
| ScION Tech Growth II | | | 60,966 | | | | 609,050 | |
| SCP & Co. Healthcare Acquisition Co | | | 32,688 | | | | 325,246 | |
| Screaming Eagle Acquisition Corp. | | | 67,654 | | | | 663,686 | |
| Sculptor Acquisition Corp. I | | | 36,931 | | | | 373,003 | |
| Sculptor Capital Management, Inc. | | | 406,108 | | | | 4,308,806 | |
| Seaport Calibre Materials Acquisition Corp. | | | 39,743 | | | | 401,007 | |
| Seaport Global Acquisition II Corp. | | | 91,410 | | | | 920,188 | |
| Semper Paratus Acquisition Corp. | | | 196,100 | | | | 2,001,201 | |
| Senior Connect Acquisition Corp. I | | | 185,610 | | | | 1,857,956 | |
| Shelter Acquisition Corp. I | | | 39,147 | | | | 391,861 | |
| SHUAA Partners Acquisition Corp. I | | | 45,916 | | | | 467,425 | |
| Sierra Lake Acquisition Corp. | | | 66,804 | | | | 672,382 | |
| Signal Hill Acquisition Corp. | | | 26,924 | | | | 269,509 | |
| Silver Spike III Acquisition Corp. | | | 55,043 | | | | 559,787 | |
| SILVERspac, Inc. | | | 55,349 | | | | 544,634 | |
| Simon Property Group Acquisition Holdings, Inc. | | | 10,510 | | | | 104,259 | |
| Sizzle Acquisition Corp. | | | 87,181 | | | | 884,878 | |
| Skydeck Acquisition Corp. | | | 13,316 | | | | 132,095 | |
| Slam Corp. | | | 58,910 | | | | 586,744 | |
| Soar Technology Acquisition Corp. | | | 57,771 | | | | 596,774 | |
| Social Capital Suvretta Holdings Corp. II | | | 58,318 | | | | 577,931 | |
| Social Capital Suvretta Holdings Corp. IV | | | 86,410 | | | | 858,907 | |
| Social Leverage Acquisition Corp. I | | | 47,446 | | | | 469,241 | |
| Sound Point Acquisition Corp. I, Ltd. | | | 99,902 | | | | 1,021,997 | |
| Southport Acquisition Corp. | | | 49,077 | | | | 492,733 | |
| Spear Investments I BV | | | 20,690 | | | | 203,958 | |
| Spindletop Health Acquisition Corp. | | | 122,357 | | | | 1,241,312 | |
| SportsMap Tech Acquisition Corp. | | | 30,800 | | | | 309,386 | |
| SportsTek Acquisition Corp. | | | 34,022 | | | | 338,179 | |
| Spree Acquisition Corp. 1, Ltd. | | | 75,747 | | | | 765,802 | |
| Spring Valley Acquisition Corp. II | | | 27,147 | | | | 280,700 | |
| Springwater Special Situations Corp. | | | 58,969 | | | | 591,754 | |
| ST Energy Transition I, Ltd. | | | 93,266 | | | | 939,189 | |
| StoneBridge Acquisition Corp. | | | 109,133 | | | | 1,107,700 | |
| Stratim Cloud Acquisition Corp. | | | 51,586 | | | | 511,733 | |
| Summit Healthcare Acquisition Corp. | | | 42,915 | | | | 425,717 | |
| Supernova Partners Acquisition Co. III, Ltd. | | | 25,440 | | | | 253,891 | |
| Sustainable Development Acquisition I Corp. | | | 178,237 | | | | 1,772,567 | |
| SVF Investment Corp. | | | 180,495 | | | | 1,804,950 | |
| SVF Investment Corp. 2 | | | 218,988 | | | | 2,183,310 | |
34
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Swiftmerge Acquisition Corp. | | | 72,847 | | | $ | 729,198 | |
| Talon 1 Acquisition Corp. | | | 143,866 | | | | 1,475,346 | |
| Tastemaker Acquisition Corp. | | | 74,624 | | | | 748,479 | |
| TB SA Acquisition Corp. | | | 81,664 | | | | 813,373 | |
| Tech and Energy Transition Corp. | | | 64,240 | | | | 638,546 | |
| Technology & Telecommunication Acquisition Corp. | | | 52,993 | | | | 538,409 | |
| Thrive Acquisition Corp. | | | 95,562 | | | | 975,688 | |
| Thunder Bridge Capital Partners III, Inc. | | | 71,331 | | | | 709,743 | |
| Tiga Acquisition Corp. | | | 641 | | | | 6,686 | |
| Tio Tech A | | | 22,150 | | | | 220,614 | |
| Tishman Speyer Innovation Corp. II | | | 85,092 | | | | 850,920 | |
| TLG Acquisition One Corp. | | | 96,180 | | | | 956,991 | |
| TLGY Acquisition Corp. | | | 136,622 | | | | 1,381,932 | |
| TPG Pace Beneficial II Corp. | | | 99,747 | | | | 982,508 | |
| Transition SA | | | 33,822 | | | | 334,246 | |
| Trine II Acquisition Corp. | | | 50,769 | | | | 513,782 | |
| Twelve Seas Investment Co. II | | | 85,682 | | | | 849,965 | |
| Twin Ridge Capital Acquisition Corp. | | | 8,071 | | | | 80,710 | |
| TZP Strategies Acquisition Corp. | | | 138,058 | | | | 1,377,819 | |
| UTA Acquisition Corp. | | | 88,121 | | | | 890,022 | |
| Vahanna Tech Edge Acquisition I Corp. | | | 132,585 | | | | 1,344,412 | |
| Valor Latitude Acquisition Corp. | | | 22,158 | | | | 220,361 | |
| Valuence Merger Corp. I | | | 71,556 | | | | 732,018 | |
| VAM Investments Spac BV | | | 25,279 | | | | 243,574 | |
| Vector Acquisition Corp. II | | | 14,215 | | | | 141,439 | |
| Velocity Acquisition Corp. | | | 77,596 | | | | 770,528 | |
| Viscogliosi Brothers Acquisition Corp. | | | 41,703 | | | | 416,613 | |
| Vision Sensing Acquisition Corp. | | | 26,576 | | | | 268,949 | |
| VMG Consumer Acquisition Corp. | | | 124,658 | | | | 1,251,566 | |
| VPC Impact Acquisition Holdings II | | | 7,231 | | | | 72,165 | |
| Warburg Pincus Capital Corp. I-A | | | 52,113 | | | | 520,088 | |
| Warburg Pincus Capital Corp. I-B | | | 61,234 | | | | 611,115 | |
| Welsbach Technology Metals Acquisition Corp. | | | 29,572 | | | | 296,903 | |
| Western Acquisition Ventures Corp. | | | 29,980 | | | | 300,999 | |
| Williams Rowland Acquisition Corp. | | | 143,801 | | | | 1,456,704 | |
| WinVest Acquisition Corp. | | | 115,745 | | | | 1,167,867 | |
| World Quantum Growth Acquisition Corp. | | | 84,860 | | | | 855,813 | |
| Worldwide Webb Acquisition Corp. | | | 2,153 | | | | 21,648 | |
| XPAC Acquisition Corp. | | | 11,711 | | | | 115,588 | |
| Yotta Acquisition Corp. | | | 47,369 | | | | 469,427 | |
| Zimmer Energy Transition Acquisition Corp. | | | 12,320 | | | | 121,475 | |
| Z-Work Acquisition Corp. | | | 43,015 | | | | 427,999 | |
| | | | | | | | 319,333,061 | |
| | | | | | | | | |
| TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES | | | | | | | 319,333,061 | |
| (Cost $311,652,681) | | | | | | | | |
| Annual Report | October 31, 2022 | 35 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| WARRANTS - 0.38%(f) | | | | | | | | |
| 10X Capital Venture Acquisition Corp. III, Expires 12/31/2027, Strike Price $11.50 | | | 55,754 | | | $ | 2,509 | |
| 7 Acquisition Corp., Expires 11/05/2026, Strike Price $11.50 | | | 25,051 | | | | 2,813 | |
| A SPAC II Acquisition Corp., Expires 05/03/2027, Strike Price $11.50 | | | 34,421 | | | | 1,465 | |
| Achari Ventures Holdings Corp. I, Expires 08/05/2026, Strike Price $11.50 | | | 38,384 | | | | 1,238 | |
| Agrinam Acquisition Corp., Expires 06/30/2027, Strike Price $11.50 | | | 19,798 | | | | 9,899 | |
| Ahren Acquisition Corp., Expires 06/17/2028, Strike Price $11.50 | | | 47,850 | | | | 4,067 | |
| Alpha Healthcare Acquisition Corp. III, Expires 04/12/2027, Strike Price $11.50 | | | 3,816 | | | | 628 | |
| Alset Capital Acquisition Corp., Expires 02/02/2027, Strike Price $11.50 | | | 13,297 | | | | 731 | |
| ALSP Orchid Acquisition Corp. I, Expires 11/30/2028, Strike Price $11.50 | | | 52,397 | | | | 1,551 | |
| Andretti Acquisition Corp., Expires 03/23/2028, Strike Price $11.50 | | | 24,523 | | | | 2,452 | |
| AP Acquisition Corp., Expires 12/07/2026, Strike Price $11.50 | | | 9,857 | | | | 690 | |
| Apeiron Capital Investment Corp., Expires 06/24/2023, Strike Price $11.50 | | | 49,159 | | | | 2,261 | |
| APx Acquisition Corp. I, Expires 08/19/2028, Strike Price $11.50 | | | 3,981 | | | | 154 | |
| Arbor Rapha Capital Bioholdings Corp. I, Expires 03/14/2023, Strike Price $11.50 | | | 23,851 | | | | 924 | |
| Arctos NorthStar Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 28,596 | | | | 729 | |
| Arena Fortify Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 51,232 | | | | 3,064 | |
| Arisz Acquisition Corp., Expires 11/16/2026, Strike Price $11.50 | | | 34,348 | | | | 1,889 | |
| Artemis Strategic Investment Corp., Expires 02/12/2023, Strike Price $11.50 | | | 52,405 | | | | 7,101 | |
| Ascendant Digital Acquisition Corp. III, Expires 04/19/2023, Strike Price $11.50 | | | 78,866 | | | | 1,601 | |
| Athena Consumer Acquisition Corp., Expires 07/31/2028, Strike Price $11.50 | | | 33,717 | | | | 3,254 | |
| Athena Technology Acquisition Corp. II, Expires 10/17/2028, Strike Price $11.50 | | | 36,968 | | | | 2,588 | |
| Athlon Acquisition Corp., Expires 03/05/2026, Strike Price $11.50 | | | 10,917 | | | | 284 | |
| Atlantic Coastal Acquisition Corp. II, Expires 06/02/2028, Strike Price $11.50 | | | 80,774 | | | | 2,221 | |
| Ault Disruptive Technologies Corp., Expires 06/20/2028, Strike Price $11.50 | | | 18,483 | | | | 64 | |
| Aura FAT Projects Acquisition Corp., Expires 06/02/2027, Strike Price $11.50 | | | 58,439 | | | | 3,655 | |
| Aurora Technology Acquisition Corp., Expires 02/07/2028, Strike Price $11.50 | | | 63,578 | | | | 1,113 | |
| AXIOS Sustainable Growth Acquisition Corp., Expires 02/16/2027, Strike Price $11.50 | | | 43,990 | | | | 1,760 | |
| Banyan Acquisition Corp., Expires 09/30/2028, Strike Price $11.50 | | | 45,560 | | | | 1,367 | |
| Battery Future Acquisition Corp., Expires 05/26/2028, Strike Price $11.50 | | | 36,968 | | | | 2,773 | |
| Beard Energy Transition Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 60,293 | | | | 3,476 | |
| BenevolentAI, Expires 06/30/2026, Strike Price $11.50 | | | 7,014 | | | | 866 | |
| Benson Hill Inc., Expires 03/25/2027, Strike Price $11.50(c) | | | 187,607 | | | | 71,291 | |
| BioPlus Acquisition Corp., Expires 07/19/2028, Strike Price $11.50 | | | 45,412 | | | | 3,179 | |
| Black Mountain Acquisition Corp., Expires 10/15/2027, Strike Price $11.50 | | | 46,279 | | | | 2,270 | |
| Black Spade Acquisition Co., Expires 06/29/2023, Strike Price $11.50 | | | 14,266 | | | | 551 | |
| bleuacacia, Ltd., Expires 10/30/2026, Strike Price $11.50 | | | 100,804 | | | | 5,544 | |
| Blockchain Coinvestors Acquisition Corp. I, Expires 11/01/2028, Strike Price $11.50 | | | 93,986 | | | | 6,579 | |
| Blue Ocean Acquisition Corp., Expires 10/21/2028, Strike Price $11.50 | | | 16,257 | | | | 1,218 | |
| Blue World Acquisition Corp., Expires 01/10/2029, Strike Price $11.50 | | | 23,302 | | | | 263 | |
| Bluescape Opportunities Acquisition Corp., Expires 01/31/2026, Strike Price $11.50 | | | 49,310 | | | | 4,551 | |
| Bullpen Parlay Acquisition Co., Expires 12/03/2026, Strike Price $11.50 | | | 57,733 | | | | 5,488 | |
| BurTech Acquisition Corp., Expires 12/18/2026, Strike Price $11.50 | | | 23,368 | | | | 293 | |
| BYTE Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 20,143 | | | | 505 | |
| C5 Acquisition Corp., Expires 05/19/2028, Strike Price $11.50 | | | 72,059 | | | | 3,423 | |
| Cactus Acquisition Corp. 1, Ltd., Expires 07/20/2023, Strike Price $11.50 | | | 21,180 | | | | 2,118 | |
| Canna-Global Acquisition Corp., Expires 02/09/2028, Strike Price $11.50 | | | 154,766 | | | | 4,163 | |
| Capitalworks Emerging Markets Acquisition Corp., Expires 04/27/2028, Strike Price $11.50 | | | 69,120 | | | | 4,742 | |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Cardio Diagnostics Holdings, Inc., Expires 12/01/2026, Strike Price $11.50 | | | 19,933 | | | $ | 1,271 | |
| Carney Technology Acquisition Corp. II, Expires 11/30/2027, Strike Price $11.50 | | | 46,429 | | | | 929 | |
| CARTESIAN GROWTH Corp. II, Expires 07/12/2028, Strike Price $11.50 | | | 5,984 | | | | 841 | |
| Cartica Acquisition Corp., Expires 04/30/2028, Strike Price $11.50 | | | 74,354 | | | | 5,577 | |
| Catalyst Partners Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 4,076 | | | | 285 | |
| CENAQ Energy Corp., Expires 12/31/2027, Strike Price $11.50 | | | 327 | | | | 52 | |
| CF Acquisition Corp. IV, Expires 12/14/2025, Strike Price $11.50 | | | 13,333 | | | | 400 | |
| CF Acquisition Corp. VII, Expires 03/15/2026, Strike Price $11.50 | | | 4,928 | | | | 345 | |
| Chain Bridge I, Expires 12/31/2028, Strike Price $11.50 | | | 33,367 | | | | 4,164 | |
| Chenghe Acquisition Co., Expires 04/28/2027, Strike Price $11.50 | | | 400 | | | | 40 | |
| Churchill Capital Corp. VII, Expires 02/29/2028, Strike Price $11.50 | | | 26,731 | | | | 893 | |
| CIIG Capital Partners II, Inc., Expires 02/28/2028, Strike Price $11.50 | | | 11,642 | | | | 466 | |
| Cineworld, Expires 11/23/2025, Strike Price $0.04 | | | 88,914 | | | | – | |
| Clarim Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 27,552 | | | | 58 | |
| Clean Earth Acquisitions Corp., Expires 02/24/2028, Strike Price $11.50 | | | 49,587 | | | | 5,653 | |
| Climate Real Impact Solutions II Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 24 | | | | – | |
| ClimateRock, Expires 06/01/2027, Strike Price $11.50 | | | 11,778 | | | | 471 | |
| Compute Health Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 26,926 | | | | 2,423 | |
| Concord Acquisition Corp. II, Expires 12/31/2028, Strike Price $11.50 | | | 25,741 | | | | 2,445 | |
| Concord Acquisition Corp. III, Expires 12/31/2028, Strike Price $11.50 | | | 54,452 | | | | 6,262 | |
| Consilium Acquisition Corp. I, Ltd., Expires 06/01/2027, Strike Price $11.50 | | | 38,488 | | | | 1,251 | |
| Corner Growth Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 41,045 | | | | 328 | |
| Counter Press Acquisition Corp., Expires 02/09/2027, Strike Price $11.50 | | | 10,106 | | | | 657 | |
| Crescera Capital Acquisition Corp., Expires 04/20/2028, Strike Price $11.50 | | | 63,791 | | | | 15,310 | |
| Crypto 1 Acquisition Corp., Expires 01/11/2027, Strike Price $11.50 | | | 98,684 | | | | 3,424 | |
| Crystal Peak Acquisition, Expires 06/22/2026, Strike Price $11.50 | | | 34,484 | | | | 14,138 | |
| D & Z Media Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 1,601 | | | | 48 | |
| DEE Tech SA, Expires 06/23/2023, Strike Price $11.50 | | | 35,099 | | | | 1,734 | |
| Deep Lake Capital Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 27,192 | | | | 407 | |
| Deezer SA, Expires 06/07/2027, Strike Price $11.50 | | | 95,238 | | | | 11,765 | |
| Denali Capital Acquisition Corp., Expires 04/07/2027, Strike Price $11.50 | | | 27,621 | | | | 1,105 | |
| DHC Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 25,249 | | | | 1,805 | |
| DiamondHead Holdings Corp., Expires 01/28/2028, Strike Price $11.50 | | | 11,333 | | | | 986 | |
| Digital Health Acquisition Corp., Expires 10/14/2023, Strike Price $11.50 | | | 17,736 | | | | 1,995 | |
| dMY Technology Group, Inc. VI, Expires 06/25/2023, Strike Price $11.50 | | | 3,783 | | | | 998 | |
| DUET Acquisition Corp., Expires 07/19/2028, Strike Price $11.50 | | | 5,996 | | | | 195 | |
| EG Acquisition Corp., Expires 05/28/2028, Strike Price $11.50 | | | 27,981 | | | | 5,736 | |
| Emerging Markets Horizon Corp., Expires 02/08/2028, Strike Price $11.50 | | | 73,685 | | | | 6,101 | |
| Empowerment & Inclusion Capital I Corp., Expires 12/31/2027, Strike Price $11.50 | | | 16,634 | | | | 333 | |
| Energem Corp., Expires 03/10/2023, Strike Price $11.50 | | | 45,714 | | | | 3,886 | |
| Energy Transition Partners BV, Expires 07/16/2026, Strike Price $11.50 | | | 16,852 | | | | 3,164 | |
| Epiphany Technology Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 36,039 | | | | 1,110 | |
| EQ Health Acquisition Corp., Expires 02/02/2028, Strike Price $11.50 | | | 20,194 | | | | 342 | |
| ESGEN Acquisition Corp., Expires 06/28/2023, Strike Price $11.50 | | | 61,117 | | | | 2,897 | |
| Eureking SA, Expires 05/12/2027, Strike Price $11.50 | | | 59,955 | | | | 5,925 | |
| EVe Mobility Acquisition Corp., Expires 05/12/2028, Strike Price $11.50 | | | 27,110 | | | | 2,092 | |
| Everest Consolidator Acquisition Corp., Expires 07/19/2028, Strike Price $11.50 | | | 50,492 | | | | 1,353 | |
| Annual Report | October 31, 2022 | 37 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Evergreen Corp., Expires 02/15/2027, Strike Price $11.50 | | | 70,092 | | | $ | 2,681 | |
| ExcelFin Acquisition Corp., Expires 07/05/2023, Strike Price $11.50 | | | 22,366 | | | | 1,731 | |
| Fat Projects Acquisition Corp., Expires 12/16/2022, Strike Price $11.50 | | | 37,947 | | | | 1,281 | |
| FG Acquisition Corp., Expires 04/05/2030, Strike Price $11.50 | | | 25,263 | | | | 29,052 | |
| FG Merger Corp., Expires 06/17/2027, Strike Price $11.50 | | | 1,112 | | | | 56 | |
| Financial Strategies Acquisition Corp., Expires 03/31/2028, Strike Price $11.50 | | | 6,820 | | | | 205 | |
| Financials Acquisition Corp., Expires 04/04/2027, Strike Price $1150.00 | | | 28,696 | | | | 1,316 | |
| Finnovate Acquisition Corp., Expires 04/15/2023, Strike Price $11.50 | | | 71,462 | | | | 2,837 | |
| FinServ Acquisition Corp. II, Expires 02/17/2026, Strike Price $11.50 | | | 22,794 | | | | 1,067 | |
| FinTech Acquisition Corp. VI, Expires 12/31/2027, Strike Price $11.50 | | | 512 | | | | 31 | |
| Fintech Ecosystem Development Corp., Expires 12/31/2028, Strike Price $11.50 | | | 27,352 | | | | 2,051 | |
| Fintech Evolution Acquisition Group, Expires 03/31/2028, Strike Price $11.50 | | | 17,608 | | | | 1,035 | |
| Flame Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 5,451 | | | | 527 | |
| Forbion European Acquisition Corp., Expires 05/23/2028, Strike Price $11.50 | | | 7,393 | | | | 569 | |
| Fortistar Sustainable Solutions Corp., Expires 12/31/2027, Strike Price $11.50 | | | 39,098 | | | | 344 | |
| Fortune Rise Acquisition Corp., Expires 11/26/2023, Strike Price $11.50 | | | 15,616 | | | | 535 | |
| FTAC Emerald Acquisition Corp., Expires 08/22/2028, Strike Price $11.50 | | | 27,108 | | | | 3,688 | |
| FTAC Parnassus Acquisition Corp., Expires 03/10/2026, Strike Price $11.50 | | | 10,083 | | | | 302 | |
| FTAC Zeus Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 135,656 | | | | 8,553 | |
| Fusion Acquisition Corp. II, Expires 12/31/2027, Strike Price $11.50 | | | 20,782 | | | | 222 | |
| Future Health ESG Corp., Expires 02/19/2023, Strike Price $11.50 | | | 37,402 | | | | 2,044 | |
| FutureTech II Acquisition Corp., Expires 02/16/2027, Strike Price $11.50 | | | 48,383 | | | | 1,572 | |
| Games & Esports Experience Acquisition Corp., Expires 10/21/2028, Strike Price $11.50 | | | 59,290 | | | | 2,342 | |
| Gardiner Healthcare Acquisitions Corp., Expires 07/30/2028, Strike Price $11.50 | | | 14,786 | | | | 702 | |
| Genesis Growth Tech Acquisition Corp., Expires 05/19/2028, Strike Price $11.50 | | | 6,030 | | | | 1,579 | |
| GigCapital5, Inc., Expires 12/31/2028, Strike Price $11.50 | | | 3,954 | | | | 99 | |
| GigInternational1, Inc., Expires 04/19/2026, Strike Price $11.50 | | | 31,595 | | | | 1,839 | |
| Glass Houses Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 33,299 | | | | 882 | |
| Global Blockchain Acquisition Corp., Expires 05/10/2027, Strike Price $11.50 | | | 40,470 | | | | 1,518 | |
| Global Technology Acquisition Corp. I, Expires 07/13/2023, Strike Price $11.50 | | | 23,734 | | | | 1,712 | |
| Globalink Investment, Inc., Expires 12/03/2026, Strike Price $11.50 | | | 14,771 | | | | 591 | |
| GoGreen Investments Corp., Expires 06/04/2023, Strike Price $11.50 | | | 65,339 | | | | 1,960 | |
| Gores Holdings IX, Inc., Expires 01/14/2029, Strike Price $11.50 | | | 40,512 | | | | 10,130 | |
| Granite Ridge Resources, Inc., Expires 09/25/2028, Strike Price $11.50 | | | 228,188 | | | | 265,839 | |
| Green Visor Financial Technology Acquisition Corp. I, Expires 05/08/2023, Strike Price $11.50 | | | 47,750 | | | | 1,432 | |
| Growth For Good Acquisition Corp., Expires 11/12/2026, Strike Price $11.50 | | | 51,285 | | | | 1,413 | |
| GSR II Meteora Acquisition Corp., Expires 07/22/2023, Strike Price $11.50 | | | 119,353 | | | | 14,322 | |
| Harvey Gulf, Expires 12/31/2049, Strike Price $0.01 | | | 16,636 | | | | 365,992 | |
| HCM ACQUISITION Corp., Expires 12/31/2027, Strike Price $11.50 | | | 10,493 | | | | 305 | |
| Healthcare AI Acquisition Corp., Expires 12/14/2026, Strike Price $11.50 | | | 18,681 | | | | 1,168 | |
| Heartland Media Acquisition Corp., Expires 10/21/2027, Strike Price $11.50 | | | 1,499 | | | | 135 | |
| HHG Capital Corp., Expires 12/31/2027, Strike Price $11.50 | | | 17,425 | | | | 1,041 | |
| HNR Acquisition Corp., Expires 07/29/2028, Strike Price $11.50 | | | 44,874 | | | | 8,499 | |
| Home Plate Acquisition Corp., Expires 03/03/2023, Strike Price $11.50 | | | 4,107 | | | | 170 | |
| Hunt Cos. Acquisition Corp. I, Expires 12/31/2028, Strike Price $11.50 | | | 52,706 | | | | 16 | |
| Iconic Sports Acquisition Corp., Expires 04/06/2023, Strike Price $11.50 | | | 19,665 | | | | 934 | |
| Inception Growth Acquisition, Ltd., Expires 10/15/2026, Strike Price $11.50 | | | 2,402 | | | | 114 | |
38
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Industrial Human Capital, Inc., Expires 12/31/2028, Strike Price $11.50 | | | 14,916 | | | $ | 298 | |
| Industrial Tech Acquisitions II, Inc., Expires 12/31/2028, Strike Price $11.50 | | | 47,509 | | | | 1,188 | |
| Infinite Acquisition Corp., Expires 11/23/2028, Strike Price $11.50 | | | 46,166 | | | | 4,104 | |
| InFinT Acquisition Corp., Expires 05/19/2027, Strike Price $11.50 | | | 55,058 | | | | 4,845 | |
| Innovative International Acquisition Corp., Expires 04/03/2023, Strike Price $11.50 | | | 71,433 | | | | 4,286 | |
| Integrated Rail and Resources Acquisition Corp., Expires 05/21/2023, Strike Price $11.50 | | | 48,874 | | | | 5,757 | |
| Integrated Wellness Acquisition Corp., Expires 10/31/2028, Strike Price $11.50 | | | 1,869 | | | | 94 | |
| Intelligent Medicine Acquisition Corp., Expires 01/13/2023, Strike Price $11.50 | | | 89,138 | | | | 1,925 | |
| Investcorp Europe Acquisition Corp. I, Expires 11/23/2028, Strike Price $11.50 | | | 24,645 | | | | 2,462 | |
| Investcorp India Acquisition Corp., Expires 06/28/2027, Strike Price $11.50 | | | 37,472 | | | | 2,810 | |
| Iris Acquisition Corp., Expires 03/05/2026, Strike Price $11.50 | | | 27,683 | | | | 799 | |
| IX Acquisition Corp., Expires 11/24/2026, Strike Price $11.50 | | | 112 | | | | 2 | |
| Jackson Acquisition Co., Expires 12/31/2028, Strike Price $11.50 | | | 11,842 | | | | 1,214 | |
| Jaguar Global Growth Corp. I, Expires 02/11/2027, Strike Price $11.50 | | | 43,794 | | | | 3,068 | |
| Jaws Mustang Acquisition Corp., Expires 01/30/2026, Strike Price $11.50 | | | 19,820 | | | | 559 | |
| Juniper II Corp., Expires 12/31/2028, Strike Price $11.50 | | | 9,381 | | | | 1,454 | |
| Jupiter Acquisition Corp., Expires 08/17/2028, Strike Price $11.50 | | | 1,531 | | | | 121 | |
| Kairous Acquisition Corp. ltd, Expires 09/15/2026, Strike Price $11.50 | | | 6,765 | | | | 320 | |
| Kernel Group Holdings, Inc., Expires 01/31/2027, Strike Price $11.50 | | | 1,326 | | | | 14 | |
| Keyarch Acquisition Corp., Expires 07/25/2028, Strike Price $11.50 | | | 24,350 | | | | 972 | |
| Kimbell Tiger Acquisition Corp., Expires 09/15/2028, Strike Price $11.50 | | | 59,791 | | | | 2,685 | |
| KnightSwan Acquisition Corp., Expires 07/21/2028, Strike Price $11.50 | | | 4,497 | | | | 205 | |
| LAMF Global Ventures Corp. I, Expires 04/04/2023, Strike Price $11.50 | | | 63,179 | | | | 5,844 | |
| Larkspur Health Acquisition Corp., Expires 12/20/2026, Strike Price $11.50 | | | 7,100 | | | | 758 | |
| LatAmGrowth SPAC, Expires 01/25/2028, Strike Price $11.50 | | | 37,849 | | | | 5,129 | |
| LAVA Medtech Acquisition Corp., Expires 04/01/2023, Strike Price $11.50 | | | 57,923 | | | | 3,380 | |
| Lazard Growth Acquisition Corp. I, Expires 12/31/2027, Strike Price $11.50 | | | 4,497 | | | | 108 | |
| LDH Growth Corp. I, Expires 12/31/2028, Strike Price $11.50 | | | 1,613 | | | | 140 | |
| Levere Holdings Corp., Expires 12/31/2028, Strike Price $11.50 | | | 13,463 | | | | 812 | |
| LF Capital Acquisition Corp. II, Expires 01/07/2026, Strike Price $11.50 | | | 60,499 | | | | 1,661 | |
| Liberty Resources Acquisition Corp., Expires 10/31/2028, Strike Price $11.50 | | | 22,928 | | | | 1,709 | |
| Lionheart III Corp., Expires 03/19/2023, Strike Price $11.50 | | | 36,580 | | | | 1,463 | |
| LIV Capital Acquisition Corp. II, Expires 02/16/2027, Strike Price $11.50 | | | 43,759 | | | | 3,282 | |
| McLaren Technology Acquisition Corp., Expires 03/03/2023, Strike Price $11.50 | | | 61,067 | | | | 1,649 | |
| Mercato Partners Acquisition Corp., Expires 12/28/2026, Strike Price $11.50 | | | 15,665 | | | | 313 | |
| Metal Sky Star Acquisition Corp., Expires 04/01/2027, Strike Price $11.50 | | | 40,420 | | | | 1,465 | |
| Metals Acquisition Corp., Expires 07/12/2026, Strike Price $11.50 | | | 8,891 | | | | 2,310 | |
| Monterey Bio Acquisition Corp., Expires 06/07/2023, Strike Price $11.50 | | | 24,230 | | | | 1,545 | |
| Monument Circle Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 29,822 | | | | 447 | |
| Motive Capital Corp. II, Expires 05/15/2028, Strike Price $11.50 | | | 8,206 | | | | 697 | |
| Mount Rainier Acquisition Corp., Expires 12/04/2022, Strike Price $11.50 | | | 12,935 | | | | 1,420 | |
| Mountain & Co. I Acquisition Corp., Expires 08/24/2023, Strike Price $11.50 | | | 62,660 | | | | 1,592 | |
| Murphy Canyon Acquisition Corp., Expires 02/03/2027, Strike Price $11.50 | | | 51,468 | | | | 1,621 | |
| Music Acquisition Corp., Expires 02/05/2028, Strike Price $11.50 | | | 15,545 | | | | 19 | |
| Nabors Energy Transition Corp., Expires 11/17/2026, Strike Price $11.50 | | | 87,846 | | | | 5,271 | |
| Natural Order Acquisition Corp., Expires 09/15/2025, Strike Price $11.50 | | | 17,483 | | | | 122 | |
| New Energy One Acquisition Corp. PLC, Expires 03/07/2027, Strike Price $11.50 | | | 222,976 | | | | 63,927 | |
| New Providence Acquisition Corp. II, Expires 12/31/2027, Strike Price $11.50 | | | 21,526 | | | | 1,722 | |
| Annual Report | October 31, 2022 | 39 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| New Vista Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 14,117 | | | $ | 738 | |
| Newcourt Acquisition Corp., Expires 04/12/2028, Strike Price $11.50 | | | 30,398 | | | | 1,839 | |
| NightDragon Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 11,378 | | | | 182 | |
| Nogin, Inc., Expires 08/26/2027, Strike Price $11.50 | | | 8,372 | | | | 268 | |
| NorthView Acquisition Corp., Expires 08/02/2027, Strike Price $11.50 | | | 19,197 | | | | 480 | |
| Nova Vision Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 31,088 | | | | 622 | |
| Nubia Brand International Corp., Expires 11/16/2026, Strike Price $11.50 | | | 29,262 | | | | 506 | |
| OmniLit Acquisition Corp., Expires 11/08/2026, Strike Price $11.50 | | | 31,515 | | | | 1,872 | |
| Onyx Acquisition Co. I, Expires 01/07/2023, Strike Price $11.50 | | | 24,790 | | | | 1,239 | |
| Orion Acquisition Corp., Expires 02/19/2026, Strike Price $11.50 | | | 5,956 | | | | 7 | |
| Oxus Acquisition Corp., Expires 01/27/2023, Strike Price $11.50 | | | 20,287 | | | | 1,432 | |
| Papaya Growth Opportunity Corp. I, Expires 12/31/2028, Strike Price $11.50 | | | 76,584 | | | | 1,719 | |
| Parsec Capital Acquisitions Corp., Expires 01/08/2023, Strike Price $11.50 | | | 9,369 | | | | 775 | |
| Patria Latin American Opportunity Acquisition Corp., Expires 03/10/2027, Strike Price $11.50 | | | 46,145 | | | | 3,461 | |
| Pearl Holdings Acquisition Corp., Expires 12/15/2026, Strike Price $11.50 | | | 18,484 | | | | 462 | |
| PepperLime Health Acquisition Corp., Expires 03/28/2023, Strike Price $11.50 | | | 11,876 | | | | 119 | |
| Perception Capital Corp. II, Expires 12/31/2028, Strike Price $11.50 | | | 58,258 | | | | 2,855 | |
| Phoenix Biotech Acquisition Corp., Expires 09/01/2026, Strike Price $11.50 | | | 21,939 | | | | 1,540 | |
| Pono Capital Two, Inc., Expires 09/23/2027, Strike Price $11.50 | | | 9,738 | | | | 487 | |
| Pontem Corp., Expires 12/31/2027, Strike Price $11.50 | | | 60,453 | | | | 1,668 | |
| Power & Digital Infrastructure Acquisition II Corp., Expires 12/14/2028, Strike Price $11.50 | | | 87,961 | | | | 5,278 | |
| Powered Brands, Expires 12/31/2027, Strike Price $11.50 | | | 12,449 | | | | 199 | |
| PowerUp Acquisition Corp., Expires 02/18/2027, Strike Price $11.50 | | | 70,545 | | | | 4,233 | |
| PROOF Acquisition Corp. I, Expires 12/03/2028, Strike Price $11.50 | | | 20,757 | | | | 1,661 | |
| Prospector Capital Corp., Expires 01/01/2025, Strike Price $11.50 | | | 21,521 | | | | 241 | |
| RCF Acquisition Corp., Expires 04/25/2023, Strike Price $11.50 | | | 31,463 | | | | 3,335 | |
| Redwoods Acquisition Corp., Expires 03/15/2027, Strike Price $11.50 | | | 32,327 | | | | 889 | |
| Relativity Acquisition Corp., Expires 02/11/2027, Strike Price $11.50 | | | 45,142 | | | | 1,050 | |
| Revelstone Capital Acquisition Corp., Expires 05/24/2028, Strike Price $11.50 | | | 53 | | | | 6 | |
| RF Acquisition Corp., Expires 05/01/2028, Strike Price $11.50 | | | 19,704 | | | | 431 | |
| Rigel Resource Acquisition Corp., Expires 04/19/2023, Strike Price $11.50 | | | 31,854 | | | | 3,377 | |
| Rose Hill Acquisition Corp., Expires 03/03/2023, Strike Price $11.50 | | | 41,528 | | | | 5,191 | |
| Ross Acquisition Corp. II, Expires 02/12/2026, Strike Price $11.50 | | | 28,225 | | | | 1,439 | |
| Science Strategic Acquisition Corp. Alpha, Expires 12/31/2027, Strike Price $11.50 | | | 79,319 | | | | 436 | |
| Screaming Eagle Acquisition Corp., Expires 12/15/2027, Strike Price $11.50 | | | 22,674 | | | | 5,215 | |
| Sculptor Acquisition Corp. I, Expires 04/15/2028, Strike Price $11.50 | | | 9,858 | | | | 1,153 | |
| Seaport Calibre Materials Acquisition Corp., Expires 01/19/2023, Strike Price $11.50 | | | 14,252 | | | | 1,425 | |
| Selina Hospitality PLC, Expires 12/31/2049, Strike Price $0.00(c) | | | 218,500 | | | | 58,995 | |
| ShoulderUp Technology Acquisition Corp., Expires 07/26/2023, Strike Price $11.50 | | | 94,845 | | | | 2,893 | |
| SHUAA Partners Acquisition Corp. I, Expires 03/02/2027, Strike Price $11.50 | | | 22,958 | | | | 1,377 | |
| Signal Hill Acquisition Corp., Expires 02/11/2027, Strike Price $11.50 | | | 13,462 | | | | 825 | |
| SILVERspac, Inc., Expires 02/16/2023, Strike Price $11.50 | | | 18,449 | | | | 3,413 | |
| Sizzle Acquisition Corp., Expires 03/12/2026, Strike Price $11.50 | | | 43,590 | | | | 10,026 | |
| Sound Point Acquisition Corp. I, Ltd., Expires 03/02/2027, Strike Price $11.50 | | | 49,951 | | | | 7,373 | |
| Southport Acquisition Corp., Expires 05/24/2028, Strike Price $11.50 | | | 6,161 | | | | 190 | |
| Spindletop Health Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 47,277 | | | | 2,482 | |
40
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Spree Acquisition Corp. 1, Ltd., Expires 12/22/2028, Strike Price $11.50 | | | 20,337 | | | $ | 1,627 | |
| SpringBig Holdings, Inc., Expires 06/14/2027, Strike Price $11.50 | | | 24,279 | | | | 1,293 | |
| ST Energy Transition I, Ltd., Expires 12/02/2026, Strike Price $11.50 | | | 42,980 | | | | 4,984 | |
| Sustainable Development Acquisition I Corp., Expires 12/31/2028, Strike Price $11.50 | | | 28,327 | | | | 922 | |
| SVF Investment Corp., Expires 12/31/2027, Strike Price $11.50 | | | 28,720 | | | | 1,057 | |
| Swiftmerge Acquisition Corp., Expires 06/17/2028, Strike Price $11.50 | | | 132 | | | | 9 | |
| Tailwind International Acquisition Corp., Expires 03/01/2028, Strike Price $11.50 | | | 17,317 | | | | 536 | |
| Talon 1 Acquisition Corp., Expires 04/18/2023, Strike Price $11.50 | | | 71,933 | | | | 1,798 | |
| Target Global Acquisition I Corp., Expires 12/31/2027, Strike Price $11.50 | | | 18,073 | | | | 1,898 | |
| TCW Special Purpose Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 31,655 | | | | 4,201 | |
| Tech and Energy Transition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 59,992 | | | | 2,754 | |
| Technology & Telecommunication Acquisition Corp., Expires 02/15/2027, Strike Price $11.50 | | | 52,993 | | | | 3,450 | |
| Thrive Acquisition Corp., Expires 03/09/2023, Strike Price $11.50 | | | 47,781 | | | | 3,326 | |
| Tishman Speyer Innovation Corp, Expires 12/31/2027, Strike Price $11.50 | | | 4,082 | | | | 84 | |
| TKB Critical Technologies 1, Expires 01/08/2023, Strike Price $11.50 | | | 48,884 | | | | 1,535 | |
| TLGY Acquisition Corp., Expires 01/14/2028, Strike Price $11.50 | | | 68,311 | | | | 2,049 | |
| Transition SA, Expires 06/16/2026, Strike Price $11.50 | | | 33,822 | | | | 17 | |
| Trine II Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 78,462 | | | | 3,970 | |
| TZP Strategies Acquisition Corp., Expires 12/31/2027, Strike Price $11.50 | | | 40,990 | | | | 1,451 | |
| UTA Acquisition Corp., Expires 10/30/2026, Strike Price $11.50 | | | 44,060 | | | | 7,398 | |
| Vahanna Tech Edge Acquisition I Corp., Expires 11/30/2028, Strike Price $11.50 | | | 55,430 | | | | 2,217 | |
| Valor Latitude Acquisition Corp., Expires 12/31/2028, Strike Price $11.50 | | | 3,725 | | | | 372 | |
| Valuence Merger Corp. I, Expires 03/01/2027, Strike Price $11.50 | | | 60,778 | | | | 4,555 | |
| VAM Investments Spac BV, Expires 07/27/2026, Strike Price $11.50 | | | 12,639 | | | | 1,874 | |
| VEW AG, Expires 02/28/2026, Strike Price $11.50 | | | 19,185 | | | | 243 | |
| Viscogliosi Brothers Acquisition Corp., Expires 03/18/2027, Strike Price $11.50 | | | 20,851 | | | | 1,564 | |
| Vision Sensing Acquisition Corp., Expires 03/24/2023, Strike Price $11.50 | | | 49,182 | | | | 1,869 | |
| VMG Consumer Acquisition Corp., Expires 07/03/2023, Strike Price $11.50 | | | 60,937 | | | | 5,484 | |
| Western Acquisition Ventures Corp., Expires 01/12/2027, Strike Price $11.50 | | | 29,980 | | | | 429 | |
| Westrock Coffee Holdings LLC, Expires 08/29/2027, Strike Price $11.50 | | | 173 | | | | 219 | |
| Yotta Acquisition Corp., Expires 03/15/2027, Strike Price $11.50 | | | 47,369 | | | | 1,847 | |
| Zimmer Energy Transition Acquisition Corp., Expires 05/14/2023, Strike Price $11.50 | | | 1,716 | | | | 314 | |
| | | | | | | | | |
| TOTAL WARRANTS | | | | | | | 1,411,796 | |
| (Cost $4,271,399) | | | | | | | | |
| | | | | | | | | |
| RIGHTS - 0.05%(f) | | | | | | | | |
| A SPAC II Acquisition Corp., Expires 12/31/2049 | | | 68,843 | | | | 5,817 | |
| Accretion Acquisition Corp., Expires 12/31/2049 | | | 37,215 | | | | 2,419 | |
| Agrinam Acquisition Corp., Expires 12/31/2049 | | | 19,798 | | | | 2,376 | |
| AIB Acquisition Corp., Expires 12/31/2049 | | | 41,417 | | | | 5,177 | |
| Alset Capital Acquisition Corp., Expires 12/31/2049 | | | 26,594 | | | | 3,723 | |
| Arisz Acquisition Corp., Expires 05/01/2023 | | | 34,348 | | | | 2,233 | |
| Aurora Technology Acquisition Corp., Expires 02/07/2028 | | | 63,578 | | | | 3,990 | |
| AXIOS Sustainable Growth Acquisition Corp., Expires 12/31/2049 | | | 43,990 | | | | 3,638 | |
| bleuacacia, Ltd., Expires 12/31/2049 | | | 201,609 | | | | 18,145 | |
| Annual Report | October 31, 2022 | 41 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| | | Shares | | | Fair Value | |
| Blue World Acquisition Corp., Expires 12/31/2049 | | | 46,604 | | | $ | 4,427 | |
| Broad Capital Acquisition Corp., Expires 10/25/2022 | | | 53,360 | | | | 6,403 | |
| Clean Earth Acquisitions Corp., Expires 12/31/2049 | | | 99,120 | | | | 13,381 | |
| ClimateRock, Expires 06/01/2027 | | | 23,557 | | | | 2,474 | |
| Consilium Acquisition Corp. I, Ltd., Expires 06/01/2027 | | | 76,977 | | | | 8,660 | |
| Deep Medicine Acquisition Corp., Expires 12/09/2022 | | | 15,116 | | | | 605 | |
| Financial Strategies Acquisition Corp., Expires 03/31/2028 | | | 9,858 | | | | 685 | |
| Fintech Ecosystem Development Corp., Expires 12/31/2028 | | | 54,704 | | | | 8,922 | |
| Global Blockchain Acquisition Corp., Expires 12/31/2049 | | | 40,470 | | | | 3,238 | |
| Globalink Investment, Inc., Expires 08/19/2023 | | | 4,837 | | | | 641 | |
| Growth For Good Acquisition Corp., Expires 06/14/2023 | | | 75,556 | | | | 6,800 | |
| GSR II Meteora Acquisition Corp., Expires 12/31/2049 | | | 7,459 | | | | 12,680 | |
| Inception Growth Acquisition, Ltd., Expires 05/08/2023 | | | 7,394 | | | | 887 | |
| Jaguar Global Growth Corp. I, Expires 12/31/2049 | | | 87,589 | | | | 8,649 | |
| Jupiter Wellness Acquisition Corp., Expires 12/31/2049 | | | 18,463 | | | | 2,206 | |
| Kairous Acquisition Corp. ltd, Expires 11/24/2023 | | | 13,555 | | | | 1,084 | |
| Keyarch Acquisition Corp., Expires 07/25/2028 | | | 16,489 | | | | 2,473 | |
| Metal Sky Star Acquisition Corp., Expires 12/31/2049 | | | 40,420 | | | | 4,952 | |
| Mountain Crest Acquisition Corp. V, Expires 12/31/2049 | | | 8,917 | | | | 2,154 | |
| NorthView Acquisition Corp., Expires 12/31/2049 | | | 38,482 | | | | 2,501 | |
| QualTek Services, Inc., Expires 12/31/2049 | | | 73,592 | | | | 6,542 | |
| Redwoods Acquisition Corp., Expires 12/31/2049 | | | 32,327 | | | | 3,394 | |
| RF Acquisition Corp., Expires 12/31/2049 | | | 19,704 | | | | 1,953 | |
| Sagaliam Acquisition Corp., Expires 12/31/2049 | | | 84,310 | | | | 5,168 | |
| Welsbach Technology Metals Acquisition Corp., Expires 12/31/2049 | | | 29,572 | | | | 1,711 | |
| Yotta Acquisition Corp., Expires 12/31/2049 | | | 47,369 | | | | 5,211 | |
| | | | | | | | | |
| TOTAL RIGHTS | | | | | | | 165,319 | |
| (Cost $295,063) | | | | | | | | |
| | | | | | | | | |
| SHORT TERM INVESTMENTS - 0.02% | | | | | | | | |
| JPMorgan US Treasury Plus Money Market Fund, 7 Day Yield 2.69% | | | 86,019 | | | | 86,019 | |
| BNY Mellon U.S. Treasury Fund, 7 Day Yield 2.61% | | | 4,904 | | | | 4,904 | |
| | | | | | | | | |
| TOTAL SHORT TERM INVESTMENTS | | | | | | | 90,923 | |
| (Cost $90,923) | | | | | | | | |
| | | | | | | | | |
| Total Investments - 142.85% | | | | | | $ | 524,902,317 | |
| (Cost $542,459,399) | | | | | | | | |
| Liabilities in Excess of Other Assets - (42.85)% | | | | | | $ | (157,443,106 | ) |
| | | | | | | | | |
| Net Assets - 100.00% | | | | | | $ | 367,459,211 | |
Amounts above are shown as a percentage of net assets as of October 31, 2022.
42
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
| (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 $16,646,514, which represented approximately 4.53% of net assets as of October 31, 2022. 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. |
| (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, 2022, the aggregate market value of those securities was $3,210,183, which represents approximately 0.87% 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, 2022, the current coupon rate for these notes is 0%. |
Investment Abbreviations:
LIBOR - London Interbank Offered Rate
SONIA - Sterling Overnight Index Average
PIK - Payment in-kind
USISDA30 - ICE USD Swap Rate 30 year Tenor
USISDA02 - ICE USD Swap Rate 2 Year Tenor
Reference Rates:
1M US L - 1 Month LIBOR as of October 31, 2022 was 3.80%
3M US L - 3 Month LIBOR as of October 31, 2022 was 4.46%
SONIA- Sterling Overnight Index Average as of October 31, 2022 was 2.18%
USISDA30 - ICE USE Swap Rate 30 Year Tenor as of October 31, 2022 was 3.69%
USISDA02 - ICE USE Swap Rate 2 Year Tenor as of October 31, 2022 was 4.86%
Counterparty Abbreviations:
JPM - JPMorgan Chase Bank, N.A.
GSI - Goldman Sachs International
| Annual Report | October 31, 2022 | 43 |
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
FORWARD FOREIGN CURRENCY CONTRACTS
| Counterparty | | | Settlement
Date | | Fund
Receiving | | | Value | | | Fund
Delivering | | | Cost | | | Unrealized Appreciation/ (Depreciation) | |
| JPM | | | 11/30/22 | | USD | | | $ | 8,054,800 | | | EUR | | | $ | 7,921,694 | | | $ | 133,106 | |
| JPM | | | 11/30/22 | | USD | | | | 17,726,427 | | | GBP | | | | 17,559,408 | | | | 167,019 | |
| | | | | | | | | | | | | | | | | | | | $ | 300,125 | |
| JPM | | | 11/30/22 | | GBP | | | | 2,295,347 | | | USD | | | | 2,317,180 | | | $ | (21,833 | ) |
| | | | | | | | | | | | | | | | | | | | $ | 278,292 | |
CREDIT DEFAULT SWAP CONTRACTS (CENTRALLY CLEARED)
| Buy/Sell Protection(a) | | Single
Name/
Index | | Reference Obligations | | Annual Payment Rate Received (Paid) | | Currency | | | Maturity Date | | Notional
Amount(b) | | | Value | | | Upfront Fees
Received/(Paid) | | | Unrealized
Appreciation | |
| Sell | | Index | | Markit CDX High Yield Index, Series 38 | | 5.00% | | USD | | | 6/20/27 | | | 495,000 | | | $ | 6,633 | | | $ | (14,132 | ) | | $ | 20,765 | |
| Sell | | Index | | Markit CDX High Yield Index, Series 39 | | 5.00% | | USD | | | 12/20/27 | | | 43,900,000 | | | | (89,102 | ) | | | (2,186,220 | ) | | | 2,097,118 | |
| Buy | | Single Name | | RR Donnelley & Sons | | (5.00)% | | USD | | | 12/20/26 | | | 8,244,000 | | | | (449,909 | ) | | | (689,317 | ) | | | 239,408 | |
| | | | | | | | | | | | | | | | | | $ | (532,378 | ) | | $ | (2,889,669 | ) | | $ | 2,357,291 | |
CREDIT DEFAULT SWAP CONTRACTS (OVER THE COUNTER)
| Buy/Sell Protection(a) | | Single
Name/
Index | | Counterparty | | Reference Obligations | | Annual Payment Rate Received (Paid) | | | Currency | | | Maturity Date | | Notional
Amount(b) | | | Value | | | Upfront Fees Received/(Paid) | | | Unrealized
Appreciation | |
| Sell | | Single Name | | GSI | | Verizon Wireless | | 1.00% | | | USD | | | 6/20/23 | | | 19,000,000 | | | $ | 56,308 | | | $ | 28,509 | | | $ | 27,799 | |
| | | | | | | | | | | | | | | | | | | | | $ | 56,308 | | | $ | 28,509 | | | $ | 27,799 | |
| | |
| (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. |
44
| Saba Capital Income & Opportunities Fund | Consolidated Schedule of Investments |
October 31, 2022
TOTAL RETURN SWAP CONTRACTS(a)
| Counterparty | | Reference Obligations | | Currency | | | Notional
Amount | | | Termination
Date | | Floating
Rate Index | | Floating Rate Paid/(Received) by Fund | | Value | | | Unrealized Appreciation/ (Depreciation) | |
| JPM | | Aberforth Smaller Companies Trust PLC | | GBP | | | $ | 1,228,060 | | | 9/6/23 | | SONIA | | 40 bps | | $ | 1,220,423 | | | $ | (7,637 | ) |
| JPM | | Herald Investment Trust PLC | | GBP | | | | 411,104 | | | 9/6/23 | | SONIA | | 40 bps | | | 427,585 | | | | 16,481 | |
| JPM | | Mercantile Investment Trust PLC | | GBP | | | | 280,075 | | | 9/6/23 | | SONIA | | 40 bps | | | 281,811 | | | | 1,736 | |
| JPM | | JPMorgan European Discovery Trust PLC | | GBP | | | | 183,704 | | | 9/6/23 | | SONIA | | 40 bps | | | 186,606 | | | | 2,902 | |
| JPM | | European Smaller Companies Trust PLC | | GBP | | | | 154,263 | | | 9/6/23 | | SONIA | | 40 bps | | | 148,015 | | | | (6,248 | ) |
| JPM | | Edinburgh Worldwide Investment Trust PLC | | GBP | | | | 151,541 | | | 9/6/23 | | SONIA | | 40 bps | | | 143,462 | | | | (8,079 | ) |
| JPM | | JPMorgan Mid Cap Investment Trust PLC | | GBP | | | | 146,452 | | | 9/6/23 | | SONIA | | 40 bps | | | 141,773 | | | | (4,679 | ) |
| JPM | | Baillie Gifford European Growth Trust PLC | | GBP | | | | 131,824 | | | 9/6/23 | | SONIA | | 40 bps | | | 123,725 | | | | (8,099 | ) |
| JPM | | Aberdeen Diversified Income and Growth Trust PLC | | GBP | | | | 108,150 | | | 9/6/23 | | SONIA | | 40 bps | | | 98,874 | | | | (9,276 | ) |
| JPM | | Baillie Gifford UK Growth Trust PLC | | GBP | | | | 59,430 | | | 10/5/23 | | SONIA | | 40 bps | | | 58,606 | | | | (824 | ) |
| | | | | | | | | | | | | | | | | | $ | 2,830,880 | | | $ | (23,723 | ) |
| (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 |
All Reference Obligations shown above for Total Return Swap Contracts are closed end funds.
| Financial Instruments, at fair value(a) | | Quantity | | | Fair Value | |
| CONTINGENT FORWARD PURCHASE CONTRACTS | | | | | | | | |
| Special Purpose Acquisition Company | | | | | | | | |
| Gores Holdings VIII, Inc. | | | 141,391 | | | $ | 1,268,277 | |
| Total Special Purpose Acquisition Companies (Commitment $1,413,910) | | | | | | | 1,268,277 | |
| TOTAL CONTINGENT FORWARD PURCHASE CONTRACTS (Commitment $1,413,910) | | | | | | | 1,268,277 | |
| TOTAL FINANCIAL INSTRUMENTS, AT FAIR VALUE (Commitment $1,413,910) | | | | | | $ | 1,268,277 | |
| (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. |
| Annual Report | October 31, 2022 | 45 |
| Saba Capital Income & Opportunities Fund | Consolidated Statement of Assets and Liabilities |
October 31, 2022
| ASSETS: | | | |
| Investments, at fair value (Cost $542,459,399) | | $ | 524,902,317 | |
| Cash | | | 4,215,462 | |
| Foreign currency, at value (Cost $1,423,611) | | | 1,423,553 | |
| Financial instruments, at fair value (Commitment $1,413,910) | | | 1,268,277 | |
| Receivables: | | | | |
| Investment securities sold | | | 7,107,062 | |
| Collateral posted to Clearing House for centrally cleared derivatives | | | 4,038,175 | |
| Collateral posted to Secured Party under Tri-Party Arrangements for OTC derivatives | | | 4,110,000 | |
| Interest | | | 957,291 | |
| Over the counter credit default swaps, at fair value (net upfront fees received of $28,509) | | | 56,308 | |
| Unrealized appreciation on total return swap contracts | | | 21,119 | |
| Unrealized appreciation on forward foreign currency contracts | | | 300,125 | |
| Prepaid expenses | | | 60,295 | |
| Total Assets | | | 548,459,984 | |
| | | | | |
| LIABILITIES: | | | | |
| Payables: | | | | |
| Notes payable (Note 7) | | | 175,500,000 | |
| Payable for investment securities purchased | | | 2,913,767 | |
| Accrued interest payable | | | 502,340 | |
| Payable for investment management fees | | | 248,312 | |
| Payable for trustees fees | | | 18,230 | |
| Centrally cleared credit default swaps, at fair value (net upfront fees paid of $2,889,669) | | | 532,378 | |
| Unrealized depreciation on total return swap contracts | | | 44,842 | |
| Unrealized depreciation on forward foreign currency contracts | | | 21,833 | |
| Other accrued expenses | | | 1,219,071 | |
| Total Liabilities | | | 181,000,773 | |
| Net Assets | | $ | 367,459,211 | |
| | | | | |
| COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES: | | | | |
| NET ASSETS WERE COMPRISED OF: | | | | |
| Paid-in capital | | $ | 553,011,804 | |
| Total distributable loss | | $ | (185,552,593 | ) |
| NET ASSETS | | $ | 367,459,211 | |
| Net assets value per common share outstanding (net assets divided by 42,529,493 shares of beneficial interest authorized and outstanding, no par value) | | $ | 8.64 | |
46
| Saba Capital Income & Opportunities Fund | Consolidated Statement of Operations |
For the Year Ended October 31, 2022
| | | | |
| INVESTMENT INCOME: | | | |
| Interest income | | $ | 8,809,392 | |
| Dividend income (net of withholding taxes of $4,365) | | | 2,429,675 | |
| Total Investment Income | | | 11,239,067 | |
| | | | | |
| EXPENSES: | | | | |
| Investment management fees (Note 4) | | | 5,442,997 | |
| Interest expense | | | 2,712,236 | |
| Transfer agent fees | | | 244,645 | |
| Custody and accounting expense | | | 596,766 | |
| Professional fees | | | 564,463 | |
| Shareholder reporting expense | | | 221,515 | |
| Trustees fees | | | 171,766 | |
| Insurance expense | | | 101,109 | |
| Miscellaneous expenses | | | 763,758 | |
| Total Expenses | | | 10,819,255 | |
| Waived and reimbursed fees (Note 5) | | | (1,525,184 | ) |
| Net expenses | | | 9,294,071 | |
| Net Investment Income | | | 1,944,996 | |
| | | | | |
| NET REALIZED AND UNREALIZED GAIN/(LOSS): | | | | |
| Net realized gain/(loss) on: | | | | |
| Investments | | | 8,115,137 | |
| Total return swaps | | | 2,092 | |
| Credit default swaps | | | (1,190,560 | ) |
| Forward foreign currency contracts | | | 1,824,970 | |
| Foreign currency transactions | | | 378,690 | |
| Net realized gain: | | | 9,130,329 | |
| Net change in unrealized appreciation/(depreciation) on: | | | | |
| Investments | | | (20,864,610 | ) |
| Financial instruments | | | (145,633 | ) |
| Total return swaps | | | (23,723 | ) |
| Credit default swaps | | | 2,385,090 | |
| Forward foreign currency contracts | | | 278,292 | |
| Foreign currency transactions | | | 41,204 | |
| Net change in unrealized appreciation/(depreciation): | | | (18,329,380 | ) |
| Net realized and unrealized loss | | | (9,199,051 | ) |
| Net Decrease in Net Assets Resulting from Operations | | $ | (7,254,055 | ) |
| Annual Report | October 31, 2022 | 47 |
| Saba Capital Income & Opportunities Fund | Statements of Changes in Net Assets |
| | | For the
Year Ended October 31, 2022 (a) | | | For the
Period Ended
October 31, 2021(b) | | | For the
Year Ended
February 28, 2021 | |
| FROM OPERATIONS: | | | | | | | | | | | | |
| Net investment income | | $ | 1,944,996 | | | $ | 5,700,334 | | | $ | 22,651,755 | |
| Net realized gain/(loss) | | | 9,130,329 | | | | 3,579,796 | | | | (98,682,859 | ) |
| Net change in unrealized appreciation/(depreciation) on Investments | | | (18,329,380 | ) | | | 12,904 | | | | 48,601,471 | |
| Net Increase/(Decrease) in Net Assets Resulting from Operations | | | (7,254,055 | ) | | | 9,293,034 | | | | (27,429,633 | ) |
| | | | | | | | | | | | | |
| FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS: | | | | | | | | | | | | |
| Total distributions (excluding return of capital) | | | (13,029,565 | ) | | | (6,017,351 | ) | | | (25,024,961 | ) |
| Return of capital | | | (31,967,059 | ) | | | (10,729,227 | ) | | | (1,234,296 | ) |
| Decrease in net assets from distributions to common shareholders | | | (44,996,624 | ) | | | (16,746,578 | ) | | | (26,259,257 | ) |
| CAPITAL SHARE TRANSACTIONS: | | | | | | | | | | | | |
| Cost of shares repurchased | | | – | | | | (1,536,542 | ) | | | (18,727,020 | ) |
| Cost of shares repurchased in tender offer | | | – | | | | (176,835,308 | ) | | | (104,862,043 | ) |
| Net decrease in net assets resulting from capital share transactions | | | – | | | | (178,371,850 | ) | | | (123,589,063 | ) |
| Net decrease in net assets | | | (52,250,679 | ) | | | (185,825,394 | ) | | | (177,277,953 | ) |
| NET ASSETS: | | | | | | | | | | | | |
| Beginning of year/period | | | 419,709,890 | | | | 605,535,284 | | | | 782,813,237 | |
| End of year/period | | $ | 367,459,211 | | | $ | 419,709,890 | | | $ | 605,535,284 | |
| (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. |
48
| Saba Capital Income & Opportunities Fund | Consolidated Statement of Cash Flows |
For the Year Ended October 31, 2022
| INCREASE (DECREASE) IN CASH | | | |
| CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: | | | |
| Net decrease in net assets from operations | | $ | (7,254,055 | ) |
| Adjustments to reconcile net decrease in net assets from operations to net cash provided (used) by operating activities: | | | | |
| Purchases of investment securities | | | (620,066,445 | ) |
| Proceeds from disposition of investment securities | | | 549,408,372 | |
| Proceeds from disposition of short-term investments | | | 5,792,170 | |
| Net payments on swap contracts | | | 2,861,160 | |
| Amortization of premium and accretion of discount on investments | | | (4,667,632 | ) |
| Net realized (gain)/loss on investments | | | (8,115,137 | ) |
| Change in unrealized (appreciation)/depreciation on investments | | | 20,864,610 | |
| Change in unrealized (appreciation)/depreciation on credit default swaps | | | (2,385,090 | ) |
| Change in unrealized (appreciation)/depreciation on total return swaps | | | 23,723 | |
| Change in unrealized (appreciation)/depreciation on forward foreign currency contracts | | | (278,292 | ) |
| Change in unrealized (appreciation)/depreciation on foreign currency transactions | | | (41,204 | ) |
| (Increase)/Decrease in assets: | | | | |
| Interest receivable | | | (303,840 | ) |
| Financial instruments, at fair value | | | (1,268,277 | ) |
| Collateral posted to Secured Party under Tri-Party Arrangements for OTC derivatives | | | (4,110,000 | ) |
| Collateral posted to Clearing House for centrally cleared derivatives | | | (4,038,175 | ) |
| Prepaid expenses | | | 188,741 | |
| Other assets | | | 1,657 | |
| Increase/(Decrease) in liabilities: | | | | |
| Accrued interest payable | | | 441,270 | |
| Bank overdraft | | | (2,335,961 | ) |
| Payable for investment management fees | | | (140,058 | ) |
| Accrued trustees' fees | | | (45,938 | ) |
| Other accrued expense | | | 604,040 | |
| Net cash used in operating activities | | | (74,864,361 | ) |
| | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
| Repayments of long-term debt | | | (94,000,000 | ) |
| Proceeds from long-term debt | | | 219,500,000 | |
| Cash distributions paid | | | (44,996,624 | ) |
| Net cash flows provided by financing activities | | | 80,503,376 | |
| | | | | |
| Net change in cash & foreign currency | | | 5,639,015 | |
| Cash & foreign currency, beginning of year | | | – | |
| Cash & foreign currency, end of year | | | 5,639,015 | |
| | | | | |
| Cash paid for interest on loan during the year was | | | 2,270,966 | |
| Annual Report | October 31, 2022 | 49 |
| Saba Capital Income & Opportunities Fund | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | | For the
Year Ended
October 31, 2022(a) | | | For the Period Ended
October 31, 2021(b) | | | For the
Year Ended
February 28, 2021 | | | For the
Year Ended
February 29, 2020 | | | For the
Year Ended February 28, 2019 | | | For the Year Ended
February 28, 2018 | |
| PER COMMON SHARE OPERATING PERFORMANCE:(c) | | | | | | | |
| Net asset value - beginning of period | | $ | 9.86 | | | $ | 9.94 | | | $ | 10.60 | | | $ | 11.08 | | | $ | 11.38 | | | $ | 11.60 | |
| INCOME/(LOSS) FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | | | | |
| Net investment income(d) | | | 0.05 | | | | 0.10 | | | | 0.32 | | | | 0.60 | | | | 0.58 | | | | 0.60 | |
| Net realized and unrealized gain/(loss) on investments and unfunded loan commitments(d) | | | (0.21 | ) | | | 0.16 | | | | (0.64 | ) | | | (0.46 | ) | | | (0.28 | ) | | | (0.24 | ) |
| Total Income/(Loss) from | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment Operations | | | (0.16 | ) | | | 0.26 | | | | (0.32 | ) | | | 0.14 | | | | 0.30 | | | | 0.36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| DISTRIBUTIONS TO COMMON SHAREHOLDERS: | | | | | | | | | | | | | | | | |
| From net investment income(d) | | | (0.31 | ) | | | (0.12 | ) | | | (0.34 | ) | | | (0.62 | ) | | | (0.60 | ) | | | (0.50 | ) |
| From tax return of capital(d) | | | (0.75 | ) | | | (0.22 | ) | | | (0.02 | ) | | | – | | | | – | | | | (0.08 | ) |
| Total Distributions to Common Shareholders | | | (1.06 | ) | | | (0.34 | ) | | | (0.36 | ) | | | (0.62 | ) | | | (0.60 | ) | | | (0.58 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | $ | 8.64 | | | $ | 9.86 | | | $ | 9.94 | | | $ | 10.60 | | | $ | 11.08 | | | $ | 11.38 | |
| Market price per common share - end of period | | $ | 7.84 | | | $ | 9.34 | | | $ | 9.26 | | | $ | 9.82 | | | $ | 9.64 | | | $ | 10.34 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Investment Return - Net Asset Value(f) | | | (0.95 | %) | | | 2.84 | % | | | (2.14 | %) | | | 1.88 | % | | | 3.37 | % | | | 3.62 | % |
| Total Investment Return - Market Price(f) | | (5.12 | %) | | | 4.57 | % | | | (1.59 | %) | | | 8.48 | % | | | (1.02 | %) | | | (2.31 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RATIOS AND SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | |
| Net assets attributable to common shares, end of period (000s) | | $ | 367,459 | | | $ | 419,710 | | | $ | 605,535 | | | $ | 782,813 | | | $ | 818,100 | | | $ | 840,774 | |
| Ratio of expenses including waivers to average net assets | | | 2.36 | % | | | 1.43 | %(g) | | | 2.26 | % | | | 2.85 | % | | | 2.90 | % | | | 2.54 | % |
| Ratio of expenses excluding waivers to average net assets(h) | | | 2.75 | % | | | 1.60 | %(g) | | | 2.68 | % | | | 2.86 | % | | | 2.92 | % | | | 2.55 | % |
| Ratio of expenses excluding interest expense and other fees related to revolving credit facility to average net assets | | | 1.67 | % | | | 1.38 | %(g) | | | 2.13 | % | | | 1.62 | % | | | 1.64 | % | | | 1.64 | % |
| Ratio of net investment income including waivers to average net assets | | | 0.49 | % | | | 1.62 | %(g) | | | 3.37 | % | | | 5.29 | % | | | 5.16 | % | | | 4.58 | % |
| Ratios to average net assets plus borrowings: | | | | | | | | | | | | | | | | | | | | | | | | �� |
| Ratio of expenses including waivers to average net assets | | | 1.79 | % | | | 1.37 | %(g) | | | 1.72 | % | | | 2.05 | % | | | 2.07 | % | | | 1.80 | % |
50
| Saba Capital Income & Opportunities Fund | Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
| | | For the
Year Ended
October 31, 2022(a) | | | For the
Period Ended
October 31, 2021(b) | | | For the
Year Ended
February 28, 2021 | | | For the
Year Ended
February 29, 2020 | | | For the
Year Ended
February 28, 2019 | | | For the
Year Ended
February 28, 2018 | |
| Ratio of expenses excluding waivers to average net assets | | | 2.09 | % | | | 1.54 | %(g) | | | 2.04 | % | | | 2.06 | % | | | 2.08 | % | | | 1.81 | % |
| Ratio of expenses excluding interest expense and other fees related to revolving credit facility to average net assets | | | 1.27 | % | | | 1.32 | %(g) | | | 1.30 | % | | | 1.16 | % | | | 1.16 | % | | | 1.16 | % |
| Ratio of net investment income including waivers to average net assets | | | 0.38 | % | | | 1.56 | %(g) | | | 2.56 | % | | | 3.81 | % | | | 3.68 | % | | | 3.25 | % |
| Portfolio turnover rate | | | 99 | % | | | 94 | % | | | 56 | % | | | 53 | % | | | 60 | % | | | 89 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
| Total shares outstanding (000s)(c) | | | 42,529 | | | | 42,529 | | | | 60,920 | | | | 73,894 | | | | 73,894 | | | | 73,894 | |
| Asset coverage, end of period per $1,000(i) | | $ | 3,904 | | | $ | 9,394 | | | $ | 27,794 | | | $ | 3,478 | | | $ | 3,534 | | | $ | 3,610 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Aggregate principal amount of borrowings, end of period (000s) | | $ | 175,500 | | | $ | 50,000 | | | $ | 22,600 | | | $ | 315,900 | | | $ | 322,800 | | | $ | 322,100 | |
| Average borrowings outstanding during the period (000s) | | $ | 124,674 | | | $ | 20,559 | | | $ | 211,066 | | | $ | 312,939 | | | $ | 332,698 | | | $ | 343,074 | |
| (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. |
| (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, 2022 | 51 |
| Saba Capital Income & Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
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 investors with a high level of current income, with a secondary goal of capital appreciation. We aim to achieve the Fund’s investment objective by investing globally in debt and equity securities of public and private companies, which includes, but is not limited to, investing in registered closed-end funds and special purpose acquisition companies (“SPAC”) as well as derivatives where we believe we can achieve attractive risk-adjusted returns as a way to reduce portfolio risk.
From time to time, the Fund may also invest up to 15% of its assets in private funds 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.
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. Assets for which market quotations are readily available are valued at fair market value. Securities (including Common Stock, Special Purpose Acquisition Companies, Closed End Funds, Unit Trusts, and Preferred Stock) 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. Corporate Bonds, Sovereign Debt Obligations and Bank Loans are valued at mid-level prices provided by independent pricing services. Exchange traded derivatives such as listed options, warrants, and rights 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. Financial instruments (including contingent forward purchase contracts) 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. The Investment Adviser has established and documented procedures (the “Valuation Policy”) that provide for fair value measurements that are fair, consistent, and verifiable. The Investment Adviser has designated a Valuation Committee (the “Committee”) to oversee the valuation of the Fund’s investment portfolio. The Committee is led by the Chief Financial Officer and is comprised of the Chief Operating Officer/Chief Compliance Officer, the Fund Accounting team, the Chief Risk Officer (Fund Trustee), and the Director of Operations, all of whom are independent of the Fund’s portfolio investment decisions. Additionally, 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.
52
| Saba Capital Income & Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
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 stocks, closed end funds, and special purpose acquisition companies. 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.
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, 2022. 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(a) | | | Total | |
| Corporate Bonds | | $ | – | | | $ | 82,496,525 | | | $ | – | | | $ | 82,496,525 | |
| Senior Loans | | | – | | | | 12,986,893 | | | | – | | | | 12,986,893 | |
| Common Stock | | | 29,221,641 | | | | 3,173,932 | | | | 706,222 | | | | 33,101,795 | |
| Convertible Corporate Bond | | | – | | | | 873,313 | | | | – | | | | 873,313 | |
| Closed End Funds | | | 62,783,787 | | | | – | | | | – | | | | 62,783,787 | |
| Special Purpose Acquisition Companies | | | 319,046,351 | | | | – | | | | 286,710 | | | | 319,333,061 | |
| Preferred Stock | | | – | | | | 244,775 | | | | 2,099,232 | | | | 2,344,007 | |
| Sovereign Debt Obligations | | | – | | | | 3,210,183 | | | | – | | | | 3,210,183 | |
| Open-End Mutual Funds | | | 4,803,915 | | | | – | | | | – | | | | 4,803,915 | |
| Unit Trust | | | 1,300,800 | | | | – | | | | – | | | | 1,300,800 | |
| Warrants | | | 820,589 | | | | 460,921 | | | | 130,286 | | | | 1,411,796 | |
| Rights | | | 165,319 | | | | – | | | | – | | | | 165,319 | |
| Short Term Investments | | | 90,923 | | | | – | | | | – | | | | 90,923 | |
| Total | | $ | 418,233,325 | | | $ | 103,446,542 | | | $ | 3,222,450 | | | $ | 524,902,317 | |
| Financial Instruments, at fair value | | Level 1 - Quoted Prices | | | Level 2 - Significant
Observable Inputs | | | Level 3 - Significant
Unobservable Inputs | | | Total | |
| Contingent Forward Purchase Contracts | | $ | – | | | $ | – | | | $ | 1,268,277 | | | $ | 1,268,277 | |
| Total | | | – | | | | – | | | | 1,268,277 | | | | 1,268,277 | |
| Annual Report | October 31, 2022 | 53 |
| Saba Capital Income & Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
| Derivative contracts, at fair value | | Level 1 - Quoted Prices | | | Level 2 - Significant
Observable Inputs | | | Level 3 - Significant
Unobservable Inputs(a) | | | Total | |
| Assets | | | | | | | | | | | | |
| Forward Foreign Currency Contracts | | $ | – | | | $ | 300,125 | | | $ | – | | | $ | 300,125 | |
| Over the Counter Credit Default Swaps | | | – | | | | 56,308 | | | | – | | | | 56,308 | |
| Total Return Swaps | | | – | | | | 21,119 | | | | – | | | | 21,119 | |
| Total Assets | | | – | | | | 377,552 | | | | – | | | | 377,552 | |
| Liabilities | | | | | | | | | | | | | | | | |
| Centrally Cleared Credit Default Swaps | | $ | – | | | $ | (532,378 | ) | | $ | – | | | $ | (532,378 | ) |
| Total Return Swaps | | | – | | | | (44,842 | ) | | | – | | | | (44,842 | ) |
| Forward Foreign Currency Contracts | | | – | | | | (21,833 | ) | | | – | | | | (21,833 | ) |
| Total Liabilities | | $ | – | | | $ | (599,053 | ) | | $ | – | | | $ | (599,053 | ) |
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, 2022:
| | | Common Stock | | | Preferred Stocks | | | Special Purpose Acquisition Companies | | | Warrants | | | Contingent Forward Purchase Agreements | | | Total | |
| Balance as of October 31, 2021 | | $ | – | | | $ | – | | | $ | 986,159 | | | $ | – | | | $ | – | | | $ | 986,159 | |
| Accrued discount/ premium | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| Realized gain/(loss) | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| Change in unrealized appreciation/(depreciation) | | | – | | | | (120,268 | ) | | | 6,773 | | | | (10,419 | ) | | | (145,633 | ) | | | (269,547 | ) |
| Purchases /commitments | | | – | | | | 2,219,500 | | | | – | | | | 140,705 | | | | 1,413,910 | | | | 3,774,115 | |
| Sales proceeds | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| Transfer into Level 3 | | | 706,222 | | | | – | | | | – | | | | – | | | | – | | | | 706,222 | |
| Transfer out of Level 3 | | | – | | | | – | | | | (706,222 | ) | | | – | | | | – | | | | (706,222 | ) |
| Balance as of October 31, 2022 | | $ | 706,222 | | | $ | 2,099,232 | | | $ | 286,710 | | | $ | 130,286 | | | $ | 1,268,277 | | | $ | 4,490,727 | |
Net change in unrealized appreciation/(depreciation) included in the Consolidated Statement of Operations attributable to Level 3 investments held at
October 31, 2022 | | $ | – | | | $ | (120,268 | ) | | $ | 6,773 | | | $ | (10,419 | ) | | $ | (145,633 | ) | | $ | (269,547 | ) |
All Level 3 investments were valued at October 31, 2022 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:
| (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. |
54
| Saba Capital Income & Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
Purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollars at the rates of exchange prevailing on the 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. To limit the credit risk associated with transactions in the OTC market, the Fund conducts business only with recognized financial institutions, the financial condition of which is monitored by the Investment Manager.
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, 2022, there are no derivative instruments subject to those covenants and provisions that are in a net liability position. During the year ended October 31, 2022, the Fund did not trigger covenants related to minimum NAV and performance based thresholds.
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, 2022, the Fund had an average quarterly contract amount on forward foreign currency contracts to buy and sell of $12,537,500 and $333,333 respectively.
Credit Default Swaps: The Fund may 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.
| Annual Report | October 31, 2022 | 55 |
| Saba Capital Income & Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
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, 2022, the Fund had been both a purchaser and a seller of CDS contracts. For the year ended October 31, 2022, the average quarter-end notional amount of credit default swaps - protection purchased and protection sold was $3,529,000 and $44,888,657, 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, 2022, the average quarterly notional amount of total return swaps was $1,427,435.
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 derivatives, and related collateral amounts.
Offsetting of Financial Assets and Derivative Assets
| Counterparty | | Gross Amounts of
Recognized Assets | | | Offsetting
Liability(a) | | | Collateral
Received(b) | | | Net Amount | |
| JPMorgan Chase Bank, N.A. | | $ | 321,244 | | | $ | (66,675 | ) | | $ | – | | | $ | 254,569 | |
| Goldman Sachs International | | | 56,308 | | | | – | | | | – | | | | 56,308 | |
| | | $ | 377,552 | | | $ | (66,675 | ) | | $ | – | | | $ | 310,877 | |
Offsetting of Financial Liabilities and Derivative Liabilities
| Counterparty | | Gross Amounts of
Recognized Liabilities | | | Offsetting
Asset(a) | | | Collateral
Pledged(b) | | | Net Amount | |
| JPMorgan Chase Bank, N.A. | | $ | (66,675 | ) | | $ | 66,675 | | | $ | – | | | $ | – | |
| (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. |
56
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
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, 2022.
| Risk Exposure | | Consolidated Statement of Assets
and Liabilities Location | | Asset Derivatives | | | Liability Derivatives | |
Credit Risk
(Credit Default Swaps) | | Credit default swaps, at fair value |
|
|
56,308 |
|
|
|
532,378 |
|
Equity/Market Risk
(Total Return Swaps) | | Unrealized appreciation/depreciation on total return swap
contracts | | | 21,119 | | | | 44,842 | |
Foreign Exchange Risk
(Foreign Currency Contracts) | | Unrealized appreciation/depreciation on forward foreign
currency contracts |
|
|
300,125 |
|
|
|
21,833 |
|
| Total | | | | $ | 377,552 | | | $ | 599,053 | |
The following table provides information about the effect of derivatives on the Fund’s Consolidated Statement of Operations for the year ended October 31, 2022.
| 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 | | $ | (1,190,560 | ) | | $ | 2,385,090 | |
Equity/Market Risk
(Total Return Swaps) | | Net realized gain/(loss) on total return swaps/Net change in unrealized appreciation/(depreciation) on total return swaps | | $ | 2,092 | | | $ | (23,723 | ) |
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 | | $ | 1,824,970 | | | $ | 278,292 | |
| Total | | | | $ | 636,502 | | | $ | 2,639,659 | |
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.
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.
| Annual Report | October 31, 2022 | 57 |
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
H. Distributions to Common Shareholders. The Fund will make monthly distributions to shareholders at an initial annual minimum fixed rate of 12.00% (8.00% for distributions declared prior to January 2022), based on the average monthly net asset value of the Fund’s common shares. The Fund will calculate 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 is calculated. The distribution will be calculated as 12.00% of the previous month’s average net asset value, 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.
58
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
NOTE 3 — INVESTMENTS
For the year ended October 31, 2022, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $613,545,506 and $482,109,339, respectively. The fair value of these assets is established as set forth in Note 2.
At October 31, 2022, the Fund held senior loans valued at $12,986,893 representing 3.53% 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, 2022, the Fund held corporate bonds and sovereign debt obligations valued at $83,369,838 and $3,210,183, respectively, which represent 22.70% and 0.87% 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, 2022, the Fund held SPACs valued at $319,333,062 representing 86.90% 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, 2022, the Fund held Closed End Mutual Funds valued at $62,783,787 representing 17.09% 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, 2022, the Fund held warrants valued at $1,411,796 representing 0.38% 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.
| Annual Report | October 31, 2022 | 59 |
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
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.
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. 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. Amounts payable by the Investment Adviser are reflected on the accompanying Consolidated Statement of Assets and Liabilities.
As of October 31, 2022, 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,
2022 | | | October 31,
2023 | | | October 31,
2024 | | | October 31,
2025 | | | Total | |
| $ | – | | | $ | – | | | $ | 484,027 | | | $ | 1,525,184 | | | $ | 2,009,211 | |
The expense limitation agreement is contractual through July 1, 2023 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, 2022, entities advised by Saba Capital Management owned approximately 10.14% of the Fund.
NOTE 7 — GUARANTEES AND COMMITMENTS
Effective July 20, 2021, the Fund has entered into a revolving credit agreement, collateralized by assets of the Fund, to borrow up to $200,000,000 maturing July 19, 2023. Borrowing rates under this agreement are based on a fixed spread over OBFR, and a commitment fee is charged on the unused portion. The amount of borrowings outstanding at October 31, 2022, was $175,500,000. The weighted average interest rate on outstanding borrowings at October 31, 2022 was 3.87%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 32% of total assets at October 31, 2022. Average borrowings for the year ended October 31, 2022 were $124,674,306 and the average annualized interest rate was 2.20% excluding other fees related to the unused portion of the facility, and other fees.
In the normal course of trading activities, the Fund trades and holds certain derivatives which constitute guarantees under ASC 460-10, “Guarantees”. Such contracts include credit default swaps (index and single name) where the Fund is a provider of credit protection on an underlying instrument The maximum payouts for such credit default swaps (index and single name) is limited to the notional amounts of each contract and would be offset by recovery amounts on the underlying reference obligations or if the Fund holds offsetting contracts for the same underlying reference obligations.
60
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
NOTE 8 — CAPITAL SHARES
As of October 31, 2022 there were 42,529,493 shares issued and outstanding. Transactions in capital shares and dollars were as follows:
| Year or | | Shares
repurchased | | | Shares
repurchased in
tender offer | | | Net increase
(decrease) in
shares
outstanding | | | Shares
repurchased | | | Shares
repurchased in
tender offer | | | Net increase
(decrease) | |
| period ended | | # | | | # | | | # | | | ($) | | | ($) | | | ($) | |
| 10/31/2022 | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| 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.
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, 2022 and October 31, 2021 were as follows:
| | | October 31, 2022 | | | October 31, 2021 | |
| Distributions Paid From: | | | | | | | | |
| Ordinary Income | | $ | 13,029,565 | | | $ | 6,017,351 | |
| Net Long-Term Capital Gain | | | – | | | | – | |
| Return of Capital | | | 31,967,059 | | | | 10,729,227 | |
| Total Distributions Paid | | $ | 44,996,624 | | | $ | 16,746,578 | |
As of the year ended October 31, 2022, the components of distributable earnings (loss) on a tax basis were as follows:
| | | Saba Capital Income &
Opportunities Fund | |
| Undistributed ordinary income | | $ | – | |
| Accumulated capital and other losses | | | (162,974,473 | ) |
| Unrealized Appreciation (Depreciation) | | | (22,206,281 | ) |
| Distributable Earnings (Loss) | | | (371,839 | ) |
| Total | | $ | (185,552,593 | ) |
| Annual Report | October 31, 2022 | 61 |
Saba Capital Income
& Opportunities Fund | Notes to Consolidated Financial Statements |
October 31, 2022
At October 31, 2022, 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 | | $ | 546,593,049 | |
| Gross appreciation (excess of value over tax cost) | | $ | 17,381,480 | |
| Gross depreciation (excess of tax cost over value) | | | (39,848,850 | ) |
| Net appreciation of foreign currency and derivatives | | | 261,089 | |
| Net unrealized depreciation | | $ | (22,206,281 | ) |
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.
As of the year ended October 31, 2022, 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 | | $ | 18,689,049 | | | $ | 144,285,424 | | | | 162,974,473 | |
| Fund | | Increase/(Decrease) Paid-in capital | | | Increase/(Decrease) Total Distributable Earnings | |
| Saba Capital Income & Opportunities Fund | | $ | 23,683 | | | $ | (23,683 | ) |
Capital loss carryovers used during the year ended October 31, 2022, were $1,822,120.
The Fund’s major tax jurisdictions are U.S. federal and New York State.
As of October 31, 2022, 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 — OTHER ACCOUNTING PRONOUNCEMENTS
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. FASB has proposed extending the sunset date to December 31, 2024. Management is currently evaluating the impact, if any, of the ASU 2020-04's adoption to the Fund’s consolidated financial statements.
NOTE 11 — SUBSEQUENT EVENTS
Subsequent to October 31, 2022 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 |
| $0.086 | 10/31/2022 | 11/9/2022 | 11/30/2022 |
62
Saba Capital Income &
Opportunities Fund (Unaudited) | Additional Information |
October 31, 2022
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 either seek instruction from the Fund’s shareholders and vote in accordance with such instructions or 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. 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.
| Annual Report | October 31, 2022 | 63 |
| Saba Capital Income & Opportunities Fund (Unaudited) | Trustees and Officers |
October 31, 2022
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. | 1 | None |
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. | 1 | None |
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 |
| 1 | The 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, 2022
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. | 1 | GIM |
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 |
| 1 | The 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: 04/07/1975 | 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 |
| 1 | Unless otherwise indicated, the mailing address for each officer is 405 Lexington Avenue, 58th Floor, New York, NY 10174. |
| 2 | Patrick Keniston's and Troy Statczar’s address is Foreside Fund Officer Services, LLC, 3 Canal Plaza, Suite 100, Portland, ME 04101. |
| Annual Report | October 31, 2022 | 65 |
This material must be accompanied or preceded by a prospectus.
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, 2022, the period from March 1, 2021 to October 31, 2021, and the year ended February 28, 2021.
| (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 were $102,600 for the year ended October 31, 2022, $62,300 for the period from March 1, 2021 to October 31, 2021, and $62,300 for the year ended February 28, 2021. |
| (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, 2022, $0 for the period from March 1, 2021 to October 31, 2021, and $0 for the year ended February 28, 2021. |
| (c) | Tax Fees (1): The aggregate fees billed for professional services rendered by EY for tax compliance, tax advice, and tax planning were $23,500 for the year ended October 31, 2022, $12,500 for the period from March 1, 2021 to October 31, 2021, and $7,800 for the year ended February 28, 2021. 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, 2022, $0 for the period from March 1, 2021 to October 31, 2021, and $0 for the year ended February 28, 2021. |
| (1) | For the fiscal year ended February 28, 2021 the previous independent public accounting firm billed $136 for Tax Fees. |
| (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, 2022, the period from March 1, 2021 to October 31, 2021, and the year ended February 28, 2021; 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 | | 10/31/2022 | | | 3/1/2021 to
10/31/2021 | | | 02/28/2021(1) | |
| Saba Capital Income & Opportunities Fund | | $ | 23,500 | | | $ | 12,500 | | | $ | 7,800 | |
| Saba Capital Management/Voya Investments, LLC | | $ | 0 | | | $ | 0 | | | $ | 16,501,954 | |
| (1) | For the year ended February 28, 2021, the previous independent public accounting firm billed the Registrant $136 for Non-Audit Fees |
| (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. |
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.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) Portfolio Management. The 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, 2021, unless otherwise indicated.
Portfolio
Managers
Name | Registered
Investment
Companies | Other Pooled
Investment
Vehicles (1) | Other
Accounts(1) |
| Boaz Weinstein | 2 Accounts $0 Total Assets | 12 Accounts $3,758,529,783 Total Assets | 6 Accounts $528,080,473 Total Assets |
| Paul Kazarian | 2 Accounts $ 0 Total Assets | 10 Accounts $3,464,759,068 Total Assets | 5 Accounts $285,126,187 Total Assets |
| Pierre Weinstein | 2 Accounts $ 0 Total Assets | 12 Accounts $3,758,529,783 Total Assets | 6 Accounts $528,080,473 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 Trust owned by each team member as of October 31, 2022, 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 | None |
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, 2022, 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)(3) | Not applicable to this report. |
| (a)(4) | Not applicable to this report. |
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 6, 2023 | |
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 6, 2023 | |
| By: | /s/ Troy Statczar | |
| | Troy Statczar (Principal Financial Officer) | |
| | Treasurer and Chief Financial Officer | |
| | | |
| Date: | January 6, 2023 | |
