SEC Company Response from Saba Capital Income & Opportunities Fund (BRW) (CIK 0000826020) (BRW) — Sep 18, 2025
Saba Capital Income & Opportunities Fund (BRW) (CIK 0000826020)
Date: Sept. 18, 2025 · CIK: 0000826020 · Accession: 0001999371-25-013589
AI Filing Summary & Sentiment
File numbers found in text: 333-288532, 811-05410
Letter
VIA EDGAR Division of Investment Management, Disclosure Review and Accounting Office Washington, DC 20549 RE: Saba Capital Income & Opportunities Fund (the “Fund”) Registration Statement on Form N-2 File Nos.: 333-288532 and 811-05410
Dear Ms. Hahn:
Set forth below are the above-referenced Fund’s responses to the Staff’s comments received on August 4, 2025 and telephonic comments received from David Manon of the Staff on July 18, 2025 regarding the Fund’s Registration Statement on Form N-2 filed on July 3, 2025 (the “Registration Statement”). The Fund has considered your comments and has authorized us to make on its behalf the responses discussed below.
The Fund’s responses to the comments are set forth below. For ease of reference, each comment is set forth in bold font and followed by the corresponding response. Terms that are capitalized but not defined herein shall have the same meaning assigned to them in the Registration Statement. Appendix A shows various key disclosure changes addressing the comments that will be reflected in the Fund’s amended Registration Statement.
General:
1. Where a comment is made regarding disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.
Comment noted.
2. Please advise us if you expect to submit any exemptive application(s) or no-action request(s) in connection with the Registration Statement in addition to the request for co-investment relief. Where the Fund has not yet received an exemptive order, please ensure throughout that the disclosure is clear that there is no guarantee that the registrant will receive such order.
Not applicable.
Ms. Jaea Hahn
Page 2
August 21, 2025
Accounting comments:
Fee Table, p. 5
3. We note that the management fee is calculated on managed assets rather than net assets at the rate shown and, therefore, the rate is understated. Please revise the fee table and expense example accordingly.
The fee table has been revised to address the comment.
4. In footnote 4, you state that the Expense Limitation Agreement expires on July 1, 2025, a day before the current registration statement was filed with the SEC. Please clarify whether the Expense Limitation Agreement has been renewed or revise the fee table accordingly. We also note the reference to 1.05% of Managed Assets plus 0.30% of daily net assets; please confirm this is correct. Should the calculation be against net assets for both?
The requested clarification has been made.
Financial Highlights, p. 7
5. Please note that Form N-2 requires 10 years of financial highlights. Please update accordingly.
The requested disclosure has been added.
Investment Management Agreement, p.63
6. Please update the expiration date of the current Expense Limitation Agreement if it has been extended.
The requested update has been made.
Incorporation by Reference, p. 79
7. Please add a hyperlink to each item incorporated by reference.
The requested hyperlinks have been added.
8. We note that the Fund’s annual report for October 31, 2024, is now stale. Please include the Fund’s April 20, 2025, semi-annual report.
We note the comment. However, the disclosure in this section already includes the incorporation by reference of the semi-annual report for the period ended April 30, 2025.
Financial Statements
9. We note the Fund’s financial statements for the fiscal year ended October 31. 2024 are stale. Please include April 30, 2025, semi-annual financial statements and the appropriate hyperlinks to filings.
The requested disclosure has been added.
Ms. Jaea Hahn
Page 3
August 21, 2025
Exhibits
10. We remind you that exhibit (n) consent of auditor is required before the filing may go effective.
We note the comment, and such consent will be included in the amended Registration Statement.
Legal comments:
Cover Page
11. We note the references to warrants at the top of the cover page, underneath “Shares of Beneficial Interest” and “Rights to Purchase Shares of Beneficial Interest.” Please delete the reference or revise the prospectus to describe these warrants.
The noted reference to warrants has been deleted.
12. We note the fund may use leverage, please also add a cross-reference to the prospectus discussion regarding the risks associated with a leveraged capital structure. See Item 1.1 of Form N-2 and Guidelines to Form N-2, Guide 6.
The requested disclosure has been added.
Prospectus Summary
The Fund, p. 1
13. In the second paragraph, we note the use of April 30, 2025, as the date for reporting net assets and other information. Please consider updating to a more recent date.
We note the comment.
Investment Objectives and Policies, p.2
14. Please clarify those securities that the Fund “will” invest in, not “may” invest in as drafted. See Item 8.2 of Form N-2.
The requested clarification has been made.
15. Please summarize with more specificity the investments in which the fund will invest. Please also clarify the adviser’s investment process, disclosing how the adviser decides which investments to buy and sell.
The requested revisions have been made.
Ms. Jaea Hahn
Page 4
August 21, 2025
Leverage, p. 2
16. The first paragraph states that the Fund currently leverages its assets through direct borrowing under a facility with TD Bank. Supplementally, please discuss whether this agreement will be filed as an exhibit to the registration statement.
We will be including the TD Bank Agreement as an exhibit to the amended Registration Statement.
17. The fourth sentence of the first paragraph suggests the Fund may issue debt securities or preferred shares. Please supplementally explain whether the Fund plans to issue debt or preferred shares in the next twelve months.
The Fund has no present plans to issue debt or preferred shares in the next twelve months.
Distributions, p. 3
18. Please clarify what is being referred to in the fourth paragraph where you state “The Fund generally intends to distribute any long-term capital gains ... but is not obligated to do so.” For example, we note the taxation section on page 70 states that the Fund may retain net capital gains of any investment company and may be subject to tax at regular corporate rates on the amount retained.
The requested clarification has been made.
Special Risk Considerations, p. 4
19. Please summarize the principal risks of investing in the Fund.
The requested disclosure has been added.
The Fund’s Investments
Investment Objectives and Policies, p. 11
20. We note that the Fund is currently operating as a closed-end fund. Please review the discussion of the Fund’s principal strategies and risks and clarify which investments described are currently principal investments/risks of the Fund. It is unclear whether the Fund currently invests or intends to invest in all of the enumerated investments principally. To the extent the registration statement seeks to expand the Fund’s permitted principal investments by investing in these investments in the future, please so state. Please clearly identify non-principal investments.
We note the comment and have added clarifying disclosure under “The Fund’s Investments—Investment Objectives and Policies.”
21. Where appropriate, please disclose any risks related to the Fund’s status as a non-diversified investment company.
The requested disclosure has been added.
Ms. Jaea Hahn
Page 5
August 21, 2025
Closed-End Funds, p.12
22. In the third paragraph, we note that the Fund may also invest in closed-end funds that are, or the Adviser believes may become, the subject of an activist campaign by a shareholder. Please consider highlighting this is the Summary if this will be part of the Fund’s principal strategy.
The requested disclosure has been added.
Private Credit, p. 13 and Private Equity Funds, p. 21
23. Supplementally, please clarify the extent to which the Fund intends to invest in private funds. We may have additional comments based on your response.
We presently expect investments in private funds to not exceed 20% of the Fund’s total assets.
24. If investments in private funds will be a significant part of the Fund’s portfolio, please discuss how the Fund anticipates addressing the possibility of information asymmetry between the information regarding the underlying private funds available to retail investors purchasing shares of the Fund on the exchange and the information available to investors that invest directly in the underlying private funds. Will the Fund make information it receives regarding the underlying private funds publicly available?
Not applicable.
Collateralized Loan Obligations, p. 15
25. Please clarify whether the Fund may invest in all tranches including lower rated tranches.
The requested clarification has been made.
U.S. Government Debt Securities, p. 17
26. Please consider revising the registration statement to ensure defined terms are used consistently throughout. For example, we note “STRIPS” is defined in this section but not used again until page S-16 of the SAI, where the abbreviation has a different meaning.
The requested revisions have been made.
Other Investment Companies, p. 23
27. Please clarify what is meant by “exposure to cryptocurrency” in the last sentence of this section. See also see the same statement in the first paragraph of the “Private Funds” section. Please disclose any applicable risks, as appropriate.
The requested clarification has been made.
Ms. Jaea Hahn
Page 6
August 21, 2025
Other Investments/Techniques, Derivatives, p. 24
28. We note this section states: “The Fund typically will not gain investment exposure to the commodities market directly but may do so indirectly through investment in one or more subsidiaries.” For purposes of the comments below, the term “subsidiary” includes an entity that is (i) primary controlled by the Fund and (ii) primarily engages in investment activities in securities or other assets.
a. Disclose that the Fund complies with the provisions of the 1940 Act governing investment policies (Section 8) on an aggregate basis with each subsidiary.
The requested disclosure has been added.
b. Disclose that the Fund complies with the provisions of the 1940 Act governing capital structure and leverage (Section 18) on an aggregate basis with the subsidiary so that the Fund treats each subsidiary’s debt as its own for purposes of Section 18.
The requested disclosure has been added.
c. Disclose that any investment adviser to a subsidiary complies with provisions of the 1940 Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with Section l 5(c), the reviews of the Fund’s and the Subsidiary’s investment advisory agreements may be combined.
The requested disclosure has been added.
d. Disclose that each subsidiary complies with provisions relating to affiliated transactions and custody (Section 17). Identify the custodian of the subsidiary, if any.
The requested disclosure has been added.
e. Disclose any of a subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect aggregate operations of the Fund and the subsidiary.
The requested disclosure has been added.
Ms. Jaea Hahn
Page 7
August 21, 2025
f. Confirm in correspondence that: (1) each subsidiary, if a foreign entity, and its board of directors will agree to designate an agent for service of process in the United States; (2) a subsidiary and its board of directors will agree to inspection by the Staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder; (3) the financial statements of each subsidiary will be consolidated with those of the Fund. If not, please explain why not; (4) for a wholly owned subsidiary, its management fee (including any performance fee), will be included in “Management Fees,” and its expenses will be included in “Other Expenses” in the fee table.
The Fund confirms that: (1) each subsidiary, if a foreign entity, and its board of directors (as applicable) will agree to designate an agent for service of process in the United States; (2) a subsidiary and its board of directors will agree to inspection by the Staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder;
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CORRESP
1
filename1.htm
90
Park Avenue
New
York, NY 10016-1387
212-210-9400
| Fax: 212-210-9444
August
21, 2025
VIA
EDGAR
Ms.
Jaea Hahn
Division
of Investment Management, Disclosure Review and Accounting Office
U.S.
Securities and Exchange Commission
100
F Street, N.W.
Washington,
DC 20549
RE:
Saba
Capital Income & Opportunities Fund (the “Fund”)
Registration
Statement on Form N-2
File
Nos.: 333-288532 and 811-05410
Dear
Ms. Hahn:
Set
forth below are the above-referenced Fund’s responses to the Staff’s comments received on August 4, 2025 and telephonic
comments received from David Manon of the Staff on July 18, 2025 regarding the Fund’s Registration Statement on Form N-2
filed on July 3, 2025 (the “Registration Statement”). The Fund has considered your comments and has authorized
us to make on its behalf the responses discussed below.
The
Fund’s responses to the comments are set forth below. For ease of reference, each comment is set forth in bold font and
followed by the corresponding response. Terms that are capitalized but not defined herein shall have the same meaning assigned
to them in the Registration Statement. Appendix A shows various key disclosure changes addressing the comments that will be reflected
in the Fund’s amended Registration Statement.
General:
1. Where
a comment is made regarding disclosure in one location, it is applicable to all similar
disclosure appearing elsewhere in the Registration Statement. Please make all conforming
changes.
Comment
noted.
2. Please
advise us if you expect to submit any exemptive application(s) or no-action request(s)
in connection with the Registration Statement in addition to the request for co-investment
relief. Where the Fund has not yet received an exemptive order, please ensure throughout
that the disclosure is clear that there is no guarantee that the registrant will receive
such order.
Not
applicable.
Ms. Jaea Hahn
Page 2
August 21, 2025
Accounting
comments:
Fee
Table, p. 5
3. We
note that the management fee is calculated on managed assets rather than net assets at
the rate shown and, therefore, the rate is understated. Please revise the fee table and
expense example accordingly.
The
fee table has been revised to address the comment.
4. In
footnote 4, you state that the Expense Limitation Agreement expires on July 1, 2025,
a day before the current registration statement was filed with the SEC. Please clarify
whether the Expense Limitation Agreement has been renewed or revise the fee table accordingly.
We also note the reference to 1.05% of Managed Assets plus 0.30% of daily net assets;
please confirm this is correct. Should the calculation be against net assets for both?
The
requested clarification has been made.
Financial
Highlights, p. 7
5. Please
note that Form N-2 requires 10 years of financial highlights. Please update accordingly.
The
requested disclosure has been added.
Investment
Management Agreement, p.63
6. Please
update the expiration date of the current Expense Limitation Agreement if it has been
extended.
The
requested update has been made.
Incorporation
by Reference, p. 79
7. Please
add a hyperlink to each item incorporated by reference.
The
requested hyperlinks have been added.
8. We
note that the Fund’s annual report for October 31, 2024, is now stale. Please include
the Fund’s April 20, 2025, semi-annual report.
We
note the comment. However, the disclosure in this section already includes the incorporation by reference of the semi-annual report
for the period ended April 30, 2025.
Financial
Statements
9. We
note the Fund’s financial statements for the fiscal year ended October 31. 2024
are stale. Please include April 30, 2025, semi-annual financial statements and the appropriate
hyperlinks to filings.
The
requested disclosure has been added.
Ms. Jaea Hahn
Page 3
August 21, 2025
Exhibits
10. We
remind you that exhibit (n) consent of auditor is required before the filing may go effective.
We
note the comment, and such consent will be included in the amended Registration Statement.
Legal
comments:
Cover
Page
11. We
note the references to warrants at the top of the cover page, underneath “Shares of Beneficial Interest” and “Rights
to Purchase Shares of Beneficial Interest.” Please delete the reference or revise the prospectus to describe these warrants.
The
noted reference to warrants has been deleted.
12. We
note the fund may use leverage, please also add a cross-reference to the prospectus discussion regarding the risks associated
with a leveraged capital structure. See Item 1.1 of Form N-2 and Guidelines to Form N-2, Guide 6.
The
requested disclosure has been added.
Prospectus
Summary
The
Fund, p. 1
13. In
the second paragraph, we note the use of April 30, 2025, as the date for reporting net
assets and other information. Please consider updating to a more recent date.
We
note the comment.
Investment
Objectives and Policies, p.2
14. Please
clarify those securities that the Fund “will” invest in, not “may”
invest in as drafted. See Item 8.2 of Form N-2.
The
requested clarification has been made.
15. Please
summarize with more specificity the investments in which the fund will invest. Please also clarify the adviser’s investment
process, disclosing how the adviser decides which investments to buy and sell.
The
requested revisions have been made.
Ms. Jaea Hahn
Page 4
August 21, 2025
Leverage,
p. 2
16. The
first paragraph states that the Fund currently leverages its assets through direct borrowing under a facility with TD Bank. Supplementally,
please discuss whether this agreement will be filed as an exhibit to the registration statement.
We
will be including the TD Bank Agreement as an exhibit to the amended Registration Statement.
17. The
fourth sentence of the first paragraph suggests the Fund may issue debt securities or preferred shares. Please supplementally
explain whether the Fund plans to issue debt or preferred shares in the next twelve months.
The
Fund has no present plans to issue debt or preferred shares in the next twelve months.
Distributions,
p. 3
18. Please
clarify what is being referred to in the fourth paragraph where you state “The Fund generally intends to distribute any
long-term capital gains ... but is not obligated to do so.” For example, we note the taxation section on page 70 states
that the Fund may retain net capital gains of any investment company and may be subject to tax at regular corporate rates on the
amount retained.
The
requested clarification has been made.
Special
Risk Considerations, p. 4
19. Please
summarize the principal risks of investing in the Fund.
The
requested disclosure has been added.
The
Fund’s Investments
Investment
Objectives and Policies, p. 11
20. We
note that the Fund is currently operating as a closed-end fund. Please review the discussion of the Fund’s principal strategies
and risks and clarify which investments described are currently principal investments/risks of the Fund. It is unclear whether
the Fund currently invests or intends to invest in all of the enumerated investments principally. To the extent the registration
statement seeks to expand the Fund’s permitted principal investments by investing in these investments in the future, please
so state. Please clearly identify non-principal investments.
We
note the comment and have added clarifying disclosure under “The Fund’s Investments—Investment Objectives and
Policies.”
21. Where
appropriate, please disclose any risks related to the Fund’s status as a non-diversified investment company.
The
requested disclosure has been added.
Ms. Jaea Hahn
Page 5
August 21, 2025
Closed-End
Funds, p.12
22. In
the third paragraph, we note that the Fund may also invest in closed-end funds that are, or the Adviser believes may become, the
subject of an activist campaign by a shareholder. Please consider highlighting this is the Summary if this will be part of the
Fund’s principal strategy.
The
requested disclosure has been added.
Private
Credit, p. 13 and Private Equity Funds, p. 21
23. Supplementally,
please clarify the extent to which the Fund intends to invest in private funds. We may have additional comments based on your
response.
We
presently expect investments in private funds to not exceed 20% of the Fund’s total assets.
24. If
investments in private funds will be a significant part of the Fund’s portfolio, please discuss how the Fund anticipates
addressing the possibility of information asymmetry between the information regarding the underlying private funds available to
retail investors purchasing shares of the Fund on the exchange and the information available to investors that invest directly
in the underlying private funds. Will the Fund make information it receives regarding the underlying private funds publicly available?
Not
applicable.
Collateralized
Loan Obligations, p. 15
25. Please
clarify whether the Fund may invest in all tranches including lower rated tranches.
The
requested clarification has been made.
U.S.
Government Debt Securities, p. 17
26. Please
consider revising the registration statement to ensure defined terms are used consistently
throughout. For example, we note “STRIPS” is defined in this section but
not used again until page S-16 of the SAI, where the abbreviation has a different meaning.
The
requested revisions have been made.
Other
Investment Companies, p. 23
27. Please
clarify what is meant by “exposure to cryptocurrency” in the last sentence
of this section. See also see the same statement in the first paragraph of the “Private
Funds” section. Please disclose any applicable risks, as appropriate.
The
requested clarification has been made.
Ms. Jaea Hahn
Page 6
August 21, 2025
Other
Investments/Techniques, Derivatives, p. 24
28. We
note this section states: “The Fund typically will not gain investment exposure
to the commodities market directly but may do so indirectly through investment in one
or more subsidiaries.” For purposes of the comments below, the term “subsidiary”
includes an entity that is (i) primary controlled by the Fund and (ii) primarily engages
in investment activities in securities or other assets.
a. Disclose
that the Fund complies with the provisions of the 1940 Act governing investment policies
(Section 8) on an aggregate basis with each subsidiary.
The
requested disclosure has been added.
b. Disclose
that the Fund complies with the provisions of the 1940 Act governing capital structure
and leverage (Section 18) on an aggregate basis with the subsidiary so that the Fund
treats each subsidiary’s debt as its own for purposes of Section 18.
The
requested disclosure has been added.
c. Disclose
that any investment adviser to a subsidiary complies with provisions of the 1940 Act
relating to investment advisory contracts (Section 15) as if it were an investment adviser
to the Fund under Section 2(a)(20) of the 1940 Act. Any investment advisory agreement
between the subsidiary and its investment adviser is a material contract that should
be included as an exhibit to the registration statement. If the same person is the adviser
to both the Fund and the subsidiary, then, for purposes of complying with Section l 5(c),
the reviews of the Fund’s and the Subsidiary’s investment advisory agreements
may be combined.
The
requested disclosure has been added.
d. Disclose
that each subsidiary complies with provisions relating to affiliated transactions and
custody (Section 17). Identify the custodian of the subsidiary, if any.
The
requested disclosure has been added.
e. Disclose
any of a subsidiary’s principal investment strategies or principal risks that constitute
principal investment strategies or risks of the Fund. The principal investment strategies
and principal risk disclosures of a fund that invests in a subsidiary should reflect
aggregate operations of the Fund and the subsidiary.
The
requested disclosure has been added.
Ms. Jaea Hahn
Page 7
August 21, 2025
f. Confirm
in correspondence that: (1) each subsidiary, if a foreign entity, and its board of directors
will agree to designate an agent for service of process in the United States; (2) a subsidiary
and its board of directors will agree to inspection by the Staff of the subsidiary’s
books and records, which will be maintained in accordance with section 31 of the 1940
Act and the rules thereunder; (3) the financial statements of each subsidiary will be
consolidated with those of the Fund. If not, please explain why not; (4) for a wholly
owned subsidiary, its management fee (including any performance fee), will be included
in “Management Fees,” and its expenses will be included in “Other Expenses”
in the fee table.
The
Fund confirms that: (1) each subsidiary, if a foreign entity, and its board of directors (as applicable) will agree to designate
an agent for service of process in the United States; (2) a subsidiary and its board of directors will agree to inspection by
the Staff of the subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act
and the rules thereunder;