ADVISORY BUSINESS
A. General Description of Advisory Firm
Saba Capital, a Delaware limited partnership, commenced operations in 2009 with an office in
New York, New York. Saba Capital became a registered investment adviser with the SEC on
August 6, 2010 and became a registered commodity pool operator (a “CPO”) with the National
Futures Association (the “NFA”) on January 7, 2013.
Boaz Weinstein is the founder and Chief Investment Officer (“CIO”) of Saba Capital as well
as its principal owner. Additionally, Mr. Weinstein is the managing member of Saba Capital
Management GP, LLC, the general partner of Saba Capital (the “Saba Capital General
Partner”). The Saba Capital General Partner has ultimate responsibility for the management,
operations, and investment decisions made by Saba Capital.
B. Description of Advisory Services
Generally, Saba Capital serves as the investment adviser or sub-adviser on either a
discretionary or non-discretionary basis to its Clients. The Clients include:
• Saba Capital Partners, L.P., a Delaware limited partnership (the “Domestic Flagship
Fund”), Saba Capital Offshore Fund, Ltd., an exempted company incorporated under the
laws of the Cayman Islands (the “Offshore Flagship Fund”), and Saba Capital Master Fund,
Ltd., an exempted company incorporated under the laws of the Cayman Islands (the
“Master Flagship Fund”). The Offshore Flagship Fund invests all of its investable assets in
the Master Flagship Fund. The Domestic Flagship Fund invests all of its investable assets
in the Master Flagship Fund. The Domestic Flagship Fund, Offshore Flagship Fund, and
Master Flagship Fund are collectively referred to herein as the “Flagship Funds”.
• Saba II Aggregator Vehicle LP, a Delaware limited partnership (the “Aggregator II
Vehicle”), Saba Capital Offshore Fund II, Ltd., an exempted company incorporated under
the laws of the Cayman Islands (the “Offshore II Fund”), Saba Capital Master Fund II, Ltd.,
an exempted company incorporated under the laws of the Cayman Islands (the “Master II
Fund”), and Saba II AIV LP, a Delaware limited partnership (the “AIV II Fund”). The
Aggregator II Vehicle invests all or substantially all of its assets in either (i) the Offshore
II Fund, which invests substantially all of its assets in the Master II Fund or (ii) the AIV II
Fund. The AIV II Fund, together with the Aggregator II Vehicle, the Offshore II Fund, and
the Master II Fund, are collectively referred to herein as, the “Saba II Funds”. The Master
II Fund and the AIV II Fund are collectively referred to herein as the “Master II Funds”.
• Saba Capital Offshore Fund III, L.P., a Cayman limited partnership (the “Offshore III
Fund”), and Saba Capital Master Fund III, L.P., a Delaware limited partnership (the
“Master III Fund”). The Offshore III Fund invests substantially all of its assets in the Master
III Fund. The Master III Fund and the Offshore III Fund are collectively referred to herein
as the “Saba III Funds”).
• Saba Capital CEF Opportunities 1 Onshore, L.P., a Delaware limited partnership (the
“Domestic CEF 1 Fund”), Saba Capital CEF Opportunities 1 Offshore, Ltd., an exempted
company incorporated under the laws of the Cayman Islands (the “Offshore CEF 1 Fund”),
and Saba Capital CEF Opportunities 1, Ltd., an exempted company incorporated under the
laws of the Cayman Islands (the “CEF 1 Master Fund”). The Domestic CEF 1 Fund and
Offshore CEF 1 Fund invest substantially all of their assets in the CEF 1 Master Fund. The
Domestic CEF 1 Fund, Offshore CEF 1 Fund and CEF 1 Master Fund are collectively
referred to herein as the “CEF 1 Funds”.
• Saba Capital CEF Opportunities 2 Offshore, Ltd., an exempted company incorporated
under the laws of the Cayman Islands (the “Offshore CEF 2 Fund”), and Saba Capital CEF
Opportunities 2, Ltd., an exempted company incorporated under the laws of the Cayman
Islands (the “CEF 2 Master Fund”). The Offshore CEF 2 Fund invests substantially all of
its assets in the CEF 2 Master Fund. The Offshore CEF 2 Fund and CEF 2 Master Fund are
collectively referred to herein as the “CEF 2 Funds”.
• Saba Capital CEF Opportunities 3, Ltd., an exempted company incorporated under the laws
of the Cayman Islands (the “CEF 3 Master Fund”).
• Saba Capital Carry Neutral Tail Hedge Partners, L.P., a Delaware limited partnership
(“Domestic Carry Neutral Fund”), Saba Capital Carry Neutral Tail Hedge Offshore Fund,
Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Offshore
Carry Neutral Fund”), and Saba Capital Carry Neutral Tail Hedge Master Fund, Ltd., an
exempted company incorporated under the laws of the Cayman Islands (“Carry Neutral
Master Fund”). The Domestic Carry Neutral Fund and Offshore Carry Neutral Fund invest
substantially all of their assets in the Carry Neutral Master Fund. The Domestic Carry
Neutral Fund, Offshore Carry Neutral Fund and Carry Neutral Master Fund are collectively
referred to herein as the “Carry Neutral Funds”.
• Saba Capital CEF Special Opportunities Onshore Fund 1, LP, a Delaware limited
partnership (the “Domestic CEF SOF 1 Fund”), Saba Capital CEF Special Opportunities
Offshore Fund 1, Ltd., an exempted company incorporated under the laws of the Cayman
Islands (the “Offshore CEF SOF 1 Fund”), and Saba Capital CEF Special Opportunities
Master Fund 1, Ltd., an exempted company incorporated under the laws of the Cayman
Islands (the “CEF SOF 1 Master Fund”). The Domestic CEF SOF 1 Fund and Offshore
CEF SOF 1 Fund invest all of their investable assets in the CEF SOF 1 Master Fund. The
Domestic CEF SOF 1 Fund, Offshore
CEF SOF 1 Fund and CEF SOF 1 Master Fund are
collectively referred to herein as the “CEF SOF 1 Funds”.
• Saba Capital CEF Special Opportunities Onshore Fund 2, LP, a Delaware limited
partnership (the “Domestic CEF SOF 2 Fund”), Saba Capital CEF Special Opportunities
Offshore Fund 2, Ltd., an exempted company incorporated under the laws of the Cayman
Islands (the “Offshore CEF SOF 2 Fund”), and Saba Capital CEF Special Opportunities
Master Fund 2, Ltd., an exempted company incorporated under the laws of the Cayman
Islands (the “CEF SOF 2 Master Fund”). The Domestic CEF SOF 2 Fund and Offshore
CEF SOF 2 Fund invest all of their investable assets in the CEF SOF 2 Master Fund. The
Domestic CEF SOF 2 Fund, Offshore CEF SOF 2 Fund and CEF SOF 2 Master Fund are
collectively referred to herein as the “CEF SOF 2 Funds”.
• Saba Capital R Fund, Ltd., an exempted company incorporated under the laws of the
Cayman Islands (“R Fund”).
• Saba Capital W Fund, Ltd., an exempted company incorporated under the laws of the
Cayman Islands (“W Fund”).
• Saba Capital Bluebird Fund, Ltd., an exempted company incorporated under the laws of
the Cayman Islands (“Bluebird Fund”).
• Saba Capital Arcadia Onshore Fund, L.P., a Delaware limited partnership (“Arcadia
Onshore Fund”) and Saba Capital Arcadia Master Fund, Ltd., an exempted company
incorporated under the laws of the Cayman Islands (“Arcadia Master Fund”). The Arcadia
Onshore Fund invests all of its investable assets in the Arcadia Master Fund. The Arcadia
Onshore Fund and the Arcadia Master Fund are collectively referred to herein as the
“Arcadia Funds.”
• Saba Capital Matador Fund, Ltd., an exempted company incorporated under the laws of the
Cayman Islands (“Matador Fund”).
• Saba Capital Income & Opportunities Fund (“BRW”) a Massachusetts trust registered
under the U.S. Investment Company Act of 1940 (the “Investment Company Act”).
• Saba Capital Income & Opportunities Fund II (“SABA”) a Delaware trust registered under
the Investment Company Act.
• Separately managed accounts (“SMAs”).
• Saba Capital serves as a sub-adviser to the Saba Closed-End Funds ETF (“Saba ETF”), a
series of Exchange Listed Funds Trust (the “Trust”), registered under the Investment
Company Act. For further discussion of the investment objectives and guidelines, see Item
10.
Saba Capital, LLC, a Delaware limited liability company affiliated with Saba Capital (the
“General Partner” or the “Managing Member”), serves as (i) the general partner of the
Domestic Flagship Fund, the Domestic Carry Neutral Fund, the Domestic CEF 1 Fund, the
Domestic CEF SOF 1 Fund, the Domestic CEF SOF 2 Fund and Arcadia Onshore Fund.
Saba Capital II, LLC, a Delaware limited liability company affiliated with Saba Capital (the
“General Partner II” or the “Special Shareholder”), serves as (i) the general partner to the
Aggregator II Vehicle, the AIV II Fund, the Master III Fund; and (ii) as the special shareholder
to the Master II Fund.
Saba Capital III, LLC, a Delaware limited liability company affiliated with Saba Capital (the
“General Partner III”), serves as the general partner to the Offshore III Fund.
The interests in the Domestic Flagship Fund, Domestic CEF 1 Fund, Domestic CEF SOF 1
Fund, Domestic CEF SOF 2 Fund, Arcadia Onshore Fund and Domestic Carry Neutral Fund
are offered on a private placement basis, pursuant to Section 3(c)(7) of the Investment
Company Act to persons who are “accredited investors” as defined in Regulation D of the
Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined
under the Investment Company Act, and subject to certain other conditions as set forth in the
respective offering memoranda.
Shares in the Offshore Flagship Fund, Offshore Carry Neutral Fund, Offshore CEF 1 Fund,
Offshore CEF 2 Fund, Offshore CEF SOF 1 Fund, Offshore CEF SOF 2 Fund, CEF SOF 1
Master Fund, CEF SOF 2 Master Fund, Offshore III Fund, Special Opportunities Fund, R Fund,
CEF 3 Master Fund, W Fund, Bluebird Fund, Matador Fund and Arcadia Master Fund are
offered on a private placement basis to persons who are not “U.S. Persons”, as defined under
Regulation S of the Securities Act, and U.S. tax-exempt persons who are “accredited investors”
as defined in Regulation D of the Securities Act and “qualified purchasers” as defined under
the Investment Company Act, and subject to certain other conditions as set forth in the
respective offering memoranda of the Offshore Flagship Fund, Offshore Carry Neutral Fund,
Offshore CEF 1 Fund and Offshore CEF 2 Fund, CEF 3 Master Fund and Offshore III Fund.
Generally, Saba Capital has full discretionary authority with respect to investment decisions
on behalf of its Clients, and its advice with respect to its Clients is made in accordance with the
investment objectives and guidelines as set forth in their respective offering memoranda. For
further discussion of the investment objectives and guidelines, see Item 8.
C. Availability of Customized Services for Individual Clients
Saba Capital's investment decisions and advice with respect to each Client are subject to each
Client's investment objectives and guidelines, as set forth in their respective governing
documents.
D. Wrap Fee Programs
Not applicable.
E. Assets Under Management
As of December 31, 2023, Saba Capital had approximately $13,424,813,326 of regulatory
assets under management on a discretionary basis. Note, the preceding figure does not include
regulatory assets under management attributable to Saba Capital Income & Opportunities Fund
II.