SecProbe.io

CORRESP
1
filename1.htm

    DLA Piper LLP (US)

    One Atlantic Center

    1201 West Peachtree Street

    Suite 2900

    Atlanta, Georgia 30309-3449

    www.dlapiper.com

    Tanya L. Boyle

    tanya.boyle@us.dlapiper.com

    T 404.736.7863

    F 404.682.7863

August 20, 2024

VIA EDGAR
==========
David L. Orlic
Division of Investment Management
Securities and Exchange Commission
Filing Desk
100 F Street, N.E.
Washington, DC 20549

 RE: Booster Income Opportunities Fund; File Nos. 333-279809 and 811-23966

Dear Mr. Orlic,

On May 30, 2024, Booster Income Opportunities Fund
(the “Fund” or the “Registrant”) filed a registration statement under the Securities Act of 1933 on Form N-2 (the
“Registration Statement”). On July 1, 2024, you provided written comments regarding the Registration Statement. Please find
below your comments and the Registrant's responses, which the Registrant has authorized us to make on behalf of the Registrant.

General

 1. Please advise whether you have presented any test
the waters materials to potential investors in connection with this offering. If so, we may have additional comments.

The Registrant has not presented any “test
the waters” materials to potential investors in connection with this offering other than a “red herring” prospectus
in accordance with SEC guidance on pre-effective communications.

 2. Please advise if you have submitted or expect
to submit an exemptive application or no- action request in connection with the registration statement.

The Adviser does not intend to seek such
relief at this time. However, the Adviser reserves the right to seek such relief in the future.

 3. We note that portions of the registration statement
are incomplete. A full financial review (e.g., seed financial statements, auditor’s report, consent) must be performed prior to
declaring the registration statement effective. We may have additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.

The Registrant acknowledges the Staff’s
comment.

 4. Please advise whether the Fund expects a significant
portion of its assets (e.g., 25%) to be exposed to a single counterparty or issuer. If so, we may have further comment.

The Adviser has confirmed to the Registrant
that the Fund may have a significant portion of its assets exposed to a single counterparty or issuer.

Cover Page

 5. The disclosure appears to use the terms “structured
notes” and “structured products” interchangeably. Please use the term “structured notes” consistently.

The Registrant has revised the disclosure
as requested.

Prospectus

Investment Strategy, page 1

 6. The prospectus does not include much discussion
of the assets underlying the structured notes. Please expand on this disclosure, including, for example, whether the underlying asset
might be an index, corporate issuer, or both; any focus on a particular industry; and any focus on particular capitalization ranges, geographic
locations, or credit quality.

The Registrant has revised the disclosure
as requested.

Investment Adviser, page 2

 7. Please disclose who controls the Adviser, the
basis of that control, and the general nature of that person’s business. See Items 9 and 20 of Form N-2.

The Registrant has revised the disclosure
as requested.

Repurchases of Shares, page 4

 8. Disclosure states that each shareholder will
have the right to require the Fund to purchase at least 5% of such shareholder’s shares in each quarterly repurchase offer. Please
revise this disclosure to explain more clearly how shareholders will have this right, how they may exercise it, and how it will be done
in accordance with Rule 23c-3 under the 1940 Act.

The Registrant has revised the disclosure
as requested.

Use of Leverage by the Fund, page 5

 9. Please specify in the disclosure the degree to
which you currently expect to employ leverage, including whether this would entail borrowings, financial leverage, or both.

The disclosure in the principal investment
strategies already contains the information requested to be added to the risk “Use of Leverage by the Fund,” so the Registrant
has not revised the risk.

Derivatives Risk, page 7

 10. Please disclose in the strategy section what derivatives
are contemplated to be used and for what purposes.

The Adviser has confirmed to the Registrant
that the Fund will not invest directly in derivatives, but the structured notes in which the Fund invests have imbedded derivatives as
already disclosed in the strategy. The Registrant has clarified this in the derivatives risk disclosure.

Summary of Fund Expenses, page 8

 11. Please present the incentive as zero in the initial
fiscal year and delete the reference in the footnote to estimating the incentive fee for the initial fiscal year.

The Registrant has revised the disclosure
as requested.

Use of Proceeds, page 9

 12. Please disclose how long it is expected to take
to fully invest proceeds in accordance with the Fund’s investment objectives and policies, and the reasons for any anticipated lengthy
delay (that is, more than 3 months) and the consequences thereof.

The Registrant has revised the disclosure
as requested.

Subsidiaries, page 11

 13. Please confirm in correspondence that the Subsidiaries
and their boards of directors will agree to inspection by the staff of the Subsidiaries’ books and records, which will be maintained
in accordance with Section 31 of the 1940 Act and the rules thereunder.

The Registrant so confirms.

Inflation/Deflation Risk, page 17

 14. Please update the first sentence of the final
paragraph of this risk factor, which doesn’t appear consistent with recent statements from the Federal Reserve, or advise as to
the source of this information.

The Registrant has revised the disclosure
as requested.

Investment Adviser, page 19

 15. Please revise the last paragraph, which appears
to assume that the Fund is already reporting.

The Registrant has revised the disclosure
as requested.

Management and Incentive Fees, page
19

 16. Please include examples demonstrating the operation
of the incentive fee in an amendment. In addition, please provide the examples in the correspondence response.

The Registrant has revised the disclosure
as requested and provided the examples below.

Example: Subordinated Incentive Fee on Income
for Each Calendar Quarter

Scenario 1

Assumptions

Investment income (including interest,
dividends, fees, etc.) = 1.4%

Preferred return(1) = 1.50%

Base management fee(2) =
0.3125%

Other expenses (legal, accounting, custodian,
transfer agent, etc.)(3) = 0.2%

Pre-incentive fee net investment income
(investment income – (base management fee + other expenses)) = 0.8875%

Pre-incentive fee net investment income
does not exceed the preferred return rate; therefore there is no subordinated incentive fee on income payable.

Scenario 2

Assumptions

Investment income (including interest,
dividends, fees, etc.) = 1.625%

Preferred return(1) = 1.50%

Base management fee(2) =
0.3125%

Other expenses (legal, accounting, custodian,
transfer agent, etc.)(3) = 0.2%

Pre-incentive fee net investment income
(investment income – (base management fee + other expenses)) = 1.1125%

    Subordinated incentive fee on income

    = 100% × pre-incentive fee net investment income (subject to “catch-up”) (4)

    = 100% × (1.625% – 1.5%)

    = 0.125%

Pre-incentive fee net
investment income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the subordinated
incentive fee on income is 0.125%.

Scenario 3

Assumptions

Investment income (including interest,
dividends, fees, etc.) = 2.50%

Preferred return(1) = 1.50%

Base management fee(2) =
0.3125%

Other expenses (legal, accounting, custodian,
transfer agent, etc.)(3) = 0.2%

Pre-incentive fee net investment income
(investment income – (base management fee + other expenses)) = 1.9875%

Catch up = 100% × pre-incentive fee
net investment income (subject to “catch-up”)(4)

Subordinated incentive fee on income =
100% × “catch-up” + (15.0% × (pre-incentive fee net investment income – 1.7647%))

    Catch up

    = 1.7647% – 1.50%

    = 0.2647%

    Subordinated incentive fee on income

    = (100% × 0.2647%) + (15.0% × (2.5% – 1.7647%))

    = 0.2647% + (15% × 0.7353%)

= 0.2647% + 0.110295% = 0.374995%Pre-incentive fee
net investment income exceeds the fixed preferred return and fully satisfies the “catch-up” provision, therefore the subordinated
incentive fee on income is 0. 0.374995%.

 ____________

(1)      Represents
6.0% annualized preferred return.

(2)      Represents
1.25% annualized base management fee on average total assets.

(3)      Excludes
organization and offering expenses.

(4)      The
“catch-up” provision is intended to provide our Adviser with an incentive fee of 15.0% on all pre-incentive fee net investment
income when our net investment income exceeds 1.7647% in any calendar quarter.

*        The
returns shown are for illustrative purposes only. There is no guarantee that positive returns will be realized and actual returns may
vary from those shown in the examples above.

Repurchase Amounts and Payment of Proceeds,
page 24

 17. Disclosure in the second paragraph of this subsection
indicates that the Fund intends to give priority to shares tendered in connection with required minimum distributions. Please remove this
disclosure or advise how it complies with Rule 23c-3(b)(5).

The Registrant has removed the disclosure
as requested.

Anti-Takeover and Other Provisions in
the Declaration of Trust, page 28

 18. We note the last sentence in the first paragraph
of this subsection. The Declaration of Trust does indeed appear to contain provisions requiring super-majority votes in the case of certain
extraordinary transactions. Please revise this disclosure accordingly.

The Registrant has revised the disclosure
as requested.

 19. We note that Delaware does not appear to have
a control share acquisition statute specifically applicable to the Fund. As such, please disclose in the prospectus that the Fund’s
organizational documents contain control share acquisition provisions and state that recent federal and state court precedent has found
that such control share acquisition provisions are not consistent with the 1940 Act. Also disclose in the prospectus that the no-action
position expressed in the Staff Statement on Control Share Acquisition Statutes, dated May 27, 2020, does not extend to the Fund’s
specific circumstances (i.e., a closed-end fund organized in a state that does not have a control share acquisition statue specifically
applicable to the fund).

The Registrant has revised the disclosure
as requested.

Plan of Distribution, page 28

 20. Disclosure elsewhere indicates that there will
be no sales load in this offering, while this section discloses that there will be a sales load. Please reconcile these conflicting disclosures.

The disclosure references any applicable
sales load, and there aren’t any applicable sales loads for this Fund. While the Registrant believes that the existing disclosure
is accurate, it has removed the reference to sales loads.

Independent Registered Public Accounting
Firm, page 31

 21. Please provide the name of the Fund’s independent
registered public accounting firm in correspondence.

The independent registered public accounting
firm for the Registrant is Tait, Weller & Baker, LLP.

Statement of Additional Information

Investment Objective, page 1

 22. This section appears to state a different objective
from that disclosed in the prospectus. Please reconcile these conflicting disclosures.

The Registrant has corrected the
investment objective in the SAI.

Short Sales, page 8

 23. Please advise as to the extent to which the Fund
expects to be engaging in short selling, or consider removing this disclosure.

Short selling is not a principal strategy
of the Registrant, which is why the disclosure is in the SAI and not the prospectus. However, the Registrant has removed the disclosure.

Portfolio Turnover, page 10

 24. Please change the reference in this section to the Sub-Adviser.

The Registrant has revised the disclosure
as requested.

Repurchase Offer Policy Summary of Terms,
page 11

 25. Disclosure in the prospectus states that there
will be no repurchase fee, while disclosure here indicates that there will be. Please reconcile these conflicting disclosures.

The Registrant does not intend to charge
a repurchase fee as stated in both the prospectus and SAI, so the disclosures are consistent. The disclosure in the SAI is to inform shareholders
that a repurchase fee is permitted, but it states that the Registrant does not charge one.

Board Committees, page 19

 26. There does not appear to be a description of
the “Valuation Committee” in this subsection. Please advise.

The Registrant has revised the disclosure
to include the valuation committee.

The Sub-Adviser, page 23

 27. Please file the sub-advisory agreement as an exhibit to the registration
statement.

The Registrant will file the sub-advisory
agreement as an exhibit to a pre-effective amendment to the registration statement.

Part C – Other Information

Item 34. Undertakings

 28. Please conform undertakings 4(e) and 6 to those appearing in Form N-2.

The Registrant has made the revisions requested.

*	*	*

If you have any questions or comments, please
contact the undersigned at 404.736.7863. Thank you in advance for your consideration.

Sincerely,

/s/ Tanya L. Boyle

Tanya L. Boyle