Andrew Kellerman

About Andrew Kellerman

Andrew Kellerman is an Interested Trustee (not independent) of Saba Capital Income & Opportunities Fund II and currently serves as Chairperson of the Board; he was appointed effective April 1, 2025 and is a Partner, President, and Head of Business Development & Investor Relations at Saba Capital Management, L.P. . His background spans senior roles in credit derivatives and structured finance at Deutsche Bank (Managing Director; U.S. Head of Synthetic CDO Sales; Head of Hedge Fund Credit Sales, 2002–2014), Alex. Brown Raymond James (Managing Director & Head of Distribution – Private Institutional Client group), FleetBoston Financial (Director, Asia Structured Finance; Singapore), Presidio Capital (Director, Structured Finance; Singapore), and First National Bank of Chicago (VP, Head of EM Options Trading) . He holds a B.S. in International Relations from Syracuse University . If elected at the 2025 annual meeting, trustees serve until the next shareholder meeting called for electing trustees and until a successor is elected and qualified, or earlier departure events occur .

Past Roles

External Roles

Board Governance

• Role and independence: Kellerman is an Interested Trustee due to his affiliation with Saba Capital and its affiliates; he serves as Chairperson of the Board and does not receive compensation from the Fund for his trustee role .
• Board composition and leadership: The Board has seven members, six of whom are Independent Trustees; Frederic P. Gabriel serves as Lead Independent Trustee .
• Committees: Audit Committee consists of Independent Trustees only—Caldwell (Chair; designated Audit Committee Financial Expert), Hammitt, and Desai; it met four times in fiscal year ended Oct 31, 2024 .
• Nominating Committee: Responsible for recommending Independent Trustees and evaluating independence (including relationships beyond the 1940 Act), and also evaluating “interested” candidates; membership not listed in the excerpt, but remit is described in the proxy .
• Attendance: In FY ended Oct 31, 2024, the Board held four meetings; no Trustee attended fewer than 75% of aggregate Board and applicable committee meetings .
• Annual meeting attendance policy: The Fund has no formal policy on Trustee attendance at the annual meeting; no Trustees attended the June 20, 2024 annual meeting .

Fixed Compensation

Performance Compensation

No performance metrics, vesting schedules, severance, CIC, clawback, tax gross-ups, or deferred comp terms are disclosed for Kellerman as a director in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior leadership across business development, investor relations, and distribution for alternative investment products; Partner/President at Saba Capital .
• Deep credit markets and structured finance background (Deutsche Bank MD; EM options; Asia structured finance) .
• Education: B.S., International Relations, Syracuse University .
• Board leadership experience as current Chairperson of the Fund and of Saba Capital Income & Opportunities Fund .

Equity Ownership

No disclosure of vested/unvested shares, options, or pledged shares for Kellerman in the proxy .

Governance Assessment

• Independence and conflicts: Kellerman is explicitly classified as an Interested Trustee because he is a Partner of the Fund’s Adviser (Saba Capital) and serves as Fund Board Chair. This dual role increases potential conflict-of-interest risk in adviser oversight; mitigating factors include a Lead Independent Trustee and independent-only Audit Committee with an identified financial expert .
• Alignment: He reports no beneficial ownership in the Fund as of March 31, 2025, which weakens skin-in-the-game alignment for a board chair; as an Interested Trustee, he also receives no compensation from the Fund, limiting direct pay-based incentives to align with shareholders .
• Board process and attendance: The Board met four times in FY 2024 with all Trustees meeting the 75% attendance threshold; strong indicator of baseline engagement. However, the Fund has no formal policy on annual meeting attendance and no Trustees attended the 2024 meeting, a minor transparency/engagement shortcoming .
• Committee structure: Audit Committee independence and the designation of an Audit Committee Financial Expert are positives for financial reporting oversight; no indication that Kellerman sits on key committees (Audit is independent-only), which limits direct conflicts in core oversight areas .

RED FLAGS

• Board Chair is an Interested Trustee and a current executive of the Adviser—heightened perceived conflict in overseeing advisory contracts, fees, and performance .
• Zero reported beneficial ownership by the Chair as of Mar 31, 2025—weak owner alignment signal for a leadership role .

POSITIVE SIGNALS

• Independent leadership counterweight via Lead Independent Trustee; Audit Committee comprised entirely of Independent Trustees and chaired by an ACF Expert—strong oversight posture .
• Meeting attendance levels (≥75%) provide evidence of baseline engagement by Trustees in FY 2024 .

Employment & Contract Snapshot (as applicable to Board role)

• Appointment: Appointed an Interested Trustee effective April 1, 2025, to serve until the Annual Meeting; if elected, term extends until the next meeting for electing trustees and until a successor is qualified, or earlier departure events .
• Chair responsibilities: Coordinates agendas, presides at meetings, acts as liaison with Trustees, officers, management, and independent counsel between meetings; designation as Chair does not expand legal duties beyond those of any Trustee .

Note: No say-on-pay items, director compensation peer group, or shareholder proposal outcomes related to Kellerman are presented in the 2025 proxy; the single agenda item relates to election of trustees .