SecProbe.io

August 4, 2025
VIA E-MAIL
George Silfen, Esq.
Alston & Bird LLP90 Park Avenue New York, New York 10016
Re:  Saba Capital Income & Opportunities Fund
Initial Registration Statement on Form N-2File Nos: 333-288532 and 811-05410
Dear Mr. Silfen:
On July 3, 2025, Saba Capital In come & Opportunities Fund (the  “Fund”) filed a registration
statement on Form N-2 (the “Registration St atement”) under the Securities Act of 1933, as
amended (the “1933 Act”), a nd the Investment Company Ac t of 1940, as amended (the “ 1940
Act”).
We have reviewed the filing and have th e following comments. All capitalized terms not
otherwise defined herein have th e meaning given to them in the Registration Statement. Unless
otherwise specified, references to items, instruction numbers and guides in this letter are to items and instructions in Form N-2, and the Guidelines  for Form N-2, respectively.  References to rules
are to the rules under the 1940 Act.
General:
1. Where a comment is made regarding disclosu re in one location, it is applicable to all
similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.
2. Please advise us if you expect to submit any exemptive applica tion(s) or no-action
request(s) in connection with the Registrati on 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.

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 2 of 7

 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.

4. In footnote 4, you state that the Expense L imitation Agreement expires on July 1, 2025, a
day before the current regist ration 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. S hould the calculation be against net assets for
both?

Financial Highlights, p. 7

5. Please note that Form N-2 requires 10 year s of financial highlights. Please update
accordingly.

Investment Management Agreement, p.63

6. Please update the expiration date of the cu rrent Expense Limitation Agreement if it has
been extended.

Incorporation by Reference, p. 79

7. Please add a hyperlink to each item incorporated by reference.

8. We note that the Fund’s annual report for Oc tober 31, 2024, is now stale. Please include
the Fund’s April 20, 2025, semi-annual report.

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.

Exhibits

10. We remind you that exhibit (n) consent of a uditor is required before the filing may go
effective.

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 3 of 7

 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 prosp ectus to describe these warrants.
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.
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 cons ider updating to a more recent date.
 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.
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.

Leverage, p. 2

16. The first paragraph states that the Fund curr ently leverages its assets through direct
borrowing under a facility with TD Bank. Suppl ementally, please discuss whether this
agreement will be filed as an exhibit to the registration statement.
17. The fourth sentence of the first paragraph s uggests the Fund may issue debt securities or
preferred shares.  Please supplementally explai n whether the Fund 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 distribut e any long-term capital gains … but is not obligated to do
so.” For example, we note the taxation secti on on page 70 states that the Fund may retain
net capital gains of any inve stment company and may be subject to tax at regular
corporate rates on the amount retained.

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 4 of 7

 Special Risk Considerations, p. 4
 19. Please summarize the principal risk s of investing in the Fund.

The Fund’s Investments   Investment Objectives and Policies, p. 11

20. We note that the Fund is currently operati ng as a closed-end fund Please review the
discussion of the Fund’s princi pal strategies and risks a nd clarify which investments
described are currently principa l 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 i nvestments in the future, please so state.
Please clearly identify non-principal investments.

21. Where appropriate, please disclose any risk s related to the Fund’s status as a non-
diversified investment company.

Closed-End Funds, p.12

22. In the third paragraph, we note that the Fund ma y also invest in closed-end funds that are,
or the Adviser believes may become, th e 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.  Private Credit, p. 13 and Private Equity Funds, p. 21

23. Supplementally, please clarify th e extent to which the Fund intends to invest in private
funds. We may have additional co mments based on your response.

24. If investments in private funds will be a signi ficant part of the Fund’s portfolio, please
discuss how the Fund anticipates addressing the possibility of information asymmetry
between the information regarding the under lying 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 underl ying private funds publicly available?
 Collateralized Loan Obligations, p. 15
 25. Please clarify whether the Fund may invest in all tranches including lower rated tranches.
 U.S. Government Debt  Securities, p. 17

26. Please consider revising the re gistration statement to ensu re defined terms are used
consistently throughout. For example, we note “STRIPS” is defined in this section but

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 5 of 7

 not used again until page S-16 of the SAI, where the abbreviation has a different
meaning.

Other Investment Companies, p. 23
27. Please clarify what is meant by “exposure to cr yptocurrency” in the last sentence of this
section.  See also see the same  statement in the first para graph of the “Private Funds”
section.  Please disclose any app licable risks, as appropriate.
 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 indi rectly through investme nt in one or more
subsidiaries.” For purposes of the comments below, the term “subsidiary” includes an
entity that is (i) primary controlled by the F und and (ii) primarily e ngages 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.
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 subs idiary’s debt as its own for purposes of
Section 18.
c. Disclose that any investment  adviser to a subsidiary complies with provisions of
the 1940 Act relating to investme nt advisory contracts (Sec tion 15) as if it were an
investment adviser to the Fund under Se ction 2(a)(20) of the 1940 Act. Any
investment advisory agreement between th e subsidiary and its investment adviser
is a material contract that should be in cluded as an exhibit to the registration
statement. If the same person is the a dviser to both the Fund and the subsidiary,
then, for purposes of complying with Sec tion 15(c), the reviews of the Fund’s and
the Subsidiary’s investment adviso ry agreements may be combined.
d. Disclose that each subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17). Identif y the custodian of the subsidiary, if
any.
e. Disclose any of a subsidiary’s principal investment strategies  or principal risks
that constitute principal inve stment strategies or risks of the Fund. The principal
investment strategies and pr incipal risk disclosures of a fund that invests in a
subsidiary should reflect aggregate opera tions of the Fund and the subsidiary.

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 6 of 7

 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.
Derivatives, p. 28
29. For clarity, please consider combining this section with the earlier section describing
derivatives on page 24 and the later di scussion of derivatives on pages 35-37.

Bank Loans Risk, p. 29
30. Please disclose the risks related to longer settlement periods for bank loans and clarify
how the Fund will cover short-term liquidity needs which may arise.

Exchange Traded Fund (ETF) Risk, p. 38

31. Please add additional risk factor disclosure clarifying that the market price of an ETF
may differ from the ETF’s NAV, particul arly during times of market stress.
 Failures of Futures Commission Merchants and Clearing Organizations Risk, p.39

32. Please define “CEA”.
 Secondary Investments, p. 56
33. With respect to secondary purchases of pr ivate fund interests, please disclose that
investments acquired at a di scount may result in unrealized  gains at the time the Fund
next calculates its NAV. In appropriate loca tions in the Prospectus, explain in plain
English terms: (a) how Sec ondary Investments acquired at  a discount may result in
unrealized gains at the Fund’s next NAV calcul ation; (b) the impact of these unrealized
gains on the Fund’s NAV and investment perfo rmance: (c) any attendant risks to the
mark-up to NAV; and (d) any tax impact to Shareholders

Sector Risk, p. 57
34. Please clarify if the Fund currently focuse s on any particular sector or industry.

George Silfen, Esq.
Saba Capital Income &
  Opportunities Fund
Page 7 of 7

 Senior Loan Risk, p. 57

35. Please address how the Fund intends to meet short-term liquidity needs which may arise
as a result of the lengthy settlement period described in this risk.
Rights Offering, p. 68  Where appropriate, please clarify the risk that a rights offering may substantially dilute the
aggregate net asset value of the shares owned by shareholders who do not fully exercise their
rights and that these shareholde rs should expect upon completion of  the offering to own smaller
proportional interest in the Fund than before the offering.

Statement of Additional Information   Investment Restrict ions, p. S-3 - S-4
 36. Supplementally, please explain how  the Fund’s non-diversified st atus is consistent with
fundamental investme nt restriction #3.
  Incorporation by Reference, p. S-69
 37. Please add a hyperlink to each document incorporated by reference.

* * * * *
 We remind you that the Fund and its manageme nt are responsible for the accuracy and
adequacy of their disclosures, notwithstandi ng any review, comments, action, or absence of
action by the staff.   A response to this letter should be in th e form of a pre-effective amendment filed
pursuant to Rule 472 under the 1933 Act. Where no  change will be made in the filing in
response to a comment, please indi cate this fact in your respons e letter and briefly state the
basis for your position. Should you ha ve any questions regarding th is letter prior to filing the
pre-effective amendment, please contact me at (202) 551-6870 or hahnja@sec.gov.

Sincerely,
/s/ Jaea Hahn  Jaea Hahn Senior Counsel

cc:  Andrea Ottomanelli Magovern, Assistant Director
Asen Parachkevov, Branch Chief
 Catalina Jaime, Accounting Branch Chief  David Manion, Accounting Reviewer