As
filed with the Securities and Exchange Commission on October 7, 2025
Securities
Act File No. 333-288532
Investment
Company Act File No. 811-05410
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
N-2
Registration
Statement
under
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the
Securities Act of 1933 |
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Pre-Effective
Amendment No. |
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Post-Effective
Amendment No. 1 |
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and/or
Registration
Statement
Under
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the
Investment Company Act of 1940 |
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☒ |
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Amendment
No. 9 |
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Saba
Capital Income & Opportunities Fund
(Exact
Name of Registrant as Specified In Charter)
405
Lexington Avenue, 58th Floor
New
York, New York 10174
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, including Area Code: (212) 542-4644
Michael
D’Angelo
Saba
Capital Income & Opportunities Fund
405
Lexington Avenue
New
York, New York 10174
(Name
and Address of Agent For Service)
Copies
of information to:
George
Silfen
Alston
& Bird LLP
90
Park Avenue
New
York, New York 10016
Approximate
Date of Commencement of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box ☐
If any securities
being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the
following box ☒
If this Form
is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☒
If this Form
is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐
It is proposed
that this filing will become effective (check appropriate box):
| ☐ |
when declared effective
pursuant to Section 8(c) of the Securities Act |
If appropriate,
check the following box:
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This [post-effective]
amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
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This Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is: . |
| ☐ |
This Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of
the earlier effective registration statement for the same offering is: . |
| ☒ |
This Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of
the earlier effective registration statement for the same offering is: 333-288532. |
Check each box that appropriately characterizes the Registrant:
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Registered Closed-End
Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
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Business Development
Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment
Company Act). |
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Interval Fund (Registered
Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment
Company Act). |
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A.2 Qualified (qualified
to register securities pursuant to General Instruction A.2 of this Form). |
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Well-Known Seasoned
Issuer (as defined by Rule 405 under the Securities Act). |
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Emerging Growth Company
(as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). |
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If an Emerging Growth
Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
| ☐ |
New Registrant (registered
or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-288532 and 811-05410) of Saba Capital Income & Opportunities
Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended
(the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this
Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement
on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any
other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No.
1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration
Statement are hereby incorporated by reference.
PART
C
Other
Information
| Item 25. |
Financial Statements
And Exhibits |
The
agreements included or incorporated by reference as exhibits to this Registration Statement contain representations and warranties
by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the
other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather
as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified
in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement;
(iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable
securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified
in the agreement.
The
Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering
whether additional specific disclosures of material information regarding material contractual provisions are required to make
the statements in this Registration Statement not misleading.
Included
in Part A:
Financial
Highlights for the year(s) ended October 31, 2024 and the semi-annual period ended April 30, 2025.
Included
in Part B:
Audited
financial statements and financial highlights for the fiscal year ended October 31, 2024 and related Report of Independent Registered
Public Accounting Firm are incorporated herein by reference to the October 31, 2024 Annual Report. Unaudited financial statements
and financial highlights for the period ended April 30, 2025 are incorporated herein by reference to the April 2025 Semi-Annual
Report.
| (2) |
Exhibits |
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| (a)(1) |
Agreement
and Declaration of Trust dated December 2, 1987 - Incorporated herein by reference to Amendment No. 20 to Registrant’s
Registration Statement under the Investment Company Act of 1940 (the “Investment Company Act”) on Form N-2
(File No. 811-5410),
filed on September
16, 1996. |
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| (i) |
Amendment
effective April 12, 1996 to the Agreement and Declaration of Trust dated December 2, 1987 - Incorporated herein by reference
to Amendment No. 20 to Registrant’s Registration Statement under the Investment Company Act on Form N-2
(File No. 811-5410),
filed on September
16, 1996. |
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| (ii) |
Amendment,
effective November 16, 1998, to the Agreement and Declaration of Trust dated December 2, 1987 - Incorporated herein by reference
to Amendment No. 29 to Registrant’s Registration Statement under the Investment Company Act on Form N-2
(File No. 811-5410),
filed on December
2, 1998. |
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| (iii) |
Amendment,
dated October 20, 2000, to the Agreement and Declaration of Trust dated December 2, 1987 - Incorporated herein by reference
to Amendment No. 38 to Registrant’s Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on October 23, 2000. |
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| (iv) |
Amendment,
effective March 1, 2002, to the Agreement and Declaration of Trust dated December 2, 1987 - Incorporated herein by reference
to Amendment No. 45 to Registrant’s Registration Statement under the Investment Company Act on Form N-2
(File No.
811-5410),
filed on
April 30, 2002. |
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| (v) |
Amendment
to the Agreement and Declaration of Trust dated June 11, 2010 - Incorporated herein by reference to Amendment No. 85 to the
Registrant’s
Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on April 27, 2011. |
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| (vi) |
Amendment
to the Agreement and Declaration of Trust dated January 23, 2014 - Incorporated herein by reference to Amendment No. 100 to
the Registrant’s Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on June 24, 2014. |
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| (b)(1) |
Amended
and Restated By-Laws
- Incorporated
herein by reference to exhibit (b) of the Registrant’s Registration Statement on Form N-2 (File No. 811-05410) filed
on June 26, 2020. |
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| (b)(2) |
Amended
and Restated By-Laws, dated August 5, 2020 – Incorporated herein by reference to exhibit (b) of the Registrant’s
Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on July 3, 2025. |
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| (c) |
Not Applicable. |
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| (d)(1) |
Form of Subscription Certificate – filed herein. |
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| (d)(2) |
Form of Notice of Guaranteed Delivery – filed herein. |
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| (e) |
Shareholder
Reinvestment Program – Incorporated herein by reference to exhibit (e) of the Registrant’s Amendment No. 1 to
the Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (f) |
Not Applicable. |
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| (g)(1) |
Investment
Management Agreement between Saba Capital Income & Opportunities Fund and Saba Capital Management, L.P., dated May 21,
2021 – Incorporated herein by reference to exhibit (g)(1) of the Registrant’s Amendment No. 1 to the Registration
Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (h) |
Not Applicable.
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| (i) |
Not Applicable.
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| (j)(1) |
Custodian
and Investment Accounting Agreement between Registrant and State Street Bank and Trust Company effective November 1, 2001
- Incorporated herein by reference to Amendment No. 57 to Registrant’s Registration Statement under the Investment Company
Act on Form N-2
(File
No. 811-5410),
filed
on June 28, 2004. |
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| (i) |
First
Amendment, dated March 1, 2002, to the Custodian and Investment Accounting Agreement between Registrant and State Street Bank
and Trust Company effective November 1, 2001 - Incorporated herein by reference to Amendment No. 57 to Registrant’s
Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on June 28, 2004. |
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| (ii) |
Second
Amendment dated October 1, 2007 to the Custodian and Investment Accounting Agreement between Registrant and State Street Bank
and Trust Company effective November 1, 2001 - Incorporated herein by reference to Amendment No. 73 to Registrant’s
Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on June 27, 2008. |
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| (iii) |
Third
Amendment, dated August 2, 2010, to the Custodian and Investment Accounting Agreement between Registrant and State Street
Bank and Trust Company effective November 1, 2001- Incorporated herein by reference to Amendment No. 85 to the Registrant’s
Registration Statement under the Investment Company Act on Form N-2
(File
No. 811-5410),
filed
on April 27, 2011. |
| (j)(2) |
Custody
Agreement between Registrant and the Bank of New York Mellon, dated June 4, 2021 – Incorporated herein by reference
to exhibit (j)(2) of the Registrant’s Amendment No. 1 to the Registration Statement under the Investment Company Act
on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (i) |
Amendment,
dated February 8, 2022, to the Custody Agreement, dated June 4, 2021- Incorporated herein by reference to exhibit (j)(2)(i)
of the Registrant’s Amendment No. 1 to the Registration Statement under the Investment Company Act on Form N-2 (File
No. 811-05410) filed on September 18, 2025. |
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| (k)(1) |
Services
Agreement between Registrant and ALPS Fund Services, Inc. and DST Asset Manager Solutions, Inc., dated June 4, 2021 –
Incorporated herein by reference to exhibit (k)(1) of the Registrant’s Amendment No. 1 to the Registration Statement
under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (k)(2) |
Credit
Agreement between Registrant and Toronto-Dominion Bank, New York Branch dated June 20, 2021 – Incorporated herein by
reference to exhibit (k)(2) of the Registrant’s Amendment No. 1 to the Registration Statement under the Investment Company
Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (i) |
Amendment
No. 10, dated January 17, 2025, to the Credit Agreement dated June 20, 2021 – Incorporated herein by reference to exhibit
(k)(2)(i) of the Registrant’s Amendment No. 1 to the Registration Statement under the Investment Company Act on Form
N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (k)(3) |
Subscription Agent Agreement – filed herein. |
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| (k)(4) |
Information Agent Agreement – filed herein. |
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| (l) |
Opinion
and Consent of Counsel – Incorporated herein by reference to exhibit (l) of the Registrant’s Amendment No. 1 to
the Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
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| (m) |
Not
Applicable. |
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| (n) |
Consent
of Registered Public Accounting Firm – Incorporated herein by reference to exhibit (n) of the Registrant’s Amendment
No. 1 to the Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18,
2025. |
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| (o) |
Not Applicable. |
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| (p) |
Certificate of Initial
Capital - Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant’s initial registration statement
on form N-2 (File No. 33- 18886), filed on January 22, 1988. |
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| (q) |
Not Applicable. |
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| (r)(1) |
Code
of Ethics of Saba Capital Income & Opportunities Fund – Incorporated herein by reference to exhibit (r)(1) of the
Registrant’s Amendment No. 1 to the Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410)
filed on September 18, 2025. |
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| (r)(2) |
Code
of Ethics of Saba Capital Management, L.P. – Incorporated herein by reference to exhibit (r)(2) of the Registrant’s
Amendment No. 1 to the Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September
18, 2025. |
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| (s) |
Calculation
of Filing Fee Table – Incorporated herein by reference to exhibit (s) of the Registrant’s Amendment No. 1 to the
Registration Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
| (t) |
Powers
of Attorney – Incorporated herein by reference to exhibit (t) of the Registrant’s Amendment No. 1 to the Registration
Statement under the Investment Company Act on Form N-2 (File No. 811-05410) filed on September 18, 2025. |
| Item 26. |
Marketing Arrangements
|
The
information contained under the section entitled “Plan of Distribution” in the Prospectus is incorporated by reference,
and any information concerning any underwriters will be contained in the accompanying Prospectus Supplement, if any.
| Item 27. |
Other Expenses
Of Issuance And Distribution |
The
following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration
Statement:
| SEC registration fee |
|
$ |
18,333.73 |
|
| NYSE listing fee |
|
|
2,500 |
|
| Accounting fees and expenses |
|
|
10,000 |
|
| Legal fees and expenses |
|
|
$325,000 |
|
| FINRA fee |
|
|
0.00 |
|
| Total |
|
$ |
355,833.73 |
(1) |
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(1) |
Estimate is based
on the aggregate estimated expenses to be incurred during a three year shelf offering period. |
| Item 28. |
Persons Controlled
By Or Under Common Control With The Registrant |
The following
table sets forth all persons that are controlled by or under common control with the Registrant:
| Name |
|
Controlling
Person |
|
Percentage |
|
| BRW
SPV I |
|
Saba Capital Income &
Opportunities Fund |
|
|
100 |
% |
| BRW
SPV II |
|
Saba Capital Income & Opportunities Fund |
|
|
100 |
% |
| Item 29. |
Number
Of Holders Of Shares |
| As
of April 30, 2025: |
1,730 |
| Title
Of Class |
Number
Of Record Holders |
| Common
Shares of Beneficial Interest |
1,730 |
Registrant’s
Agreement and Declaration of Trust generally provides that the Fund shall indemnify each of its Trustees and officers (including
persons who serve at the Trust’s request as directors, officers, or trustees of another organization in which the Fund has
any interest as a shareholder, creditor, or otherwise) (“Covered Persons”) against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred in connection
with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, by reason of being or having
been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated:
(a) not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interest
of the Trust; or (b) to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties involved in the conduct of such Covered Person’s office. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to Trustees, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment of the Registrant of expenses incurred or paid by
a Trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted
by such Trustee, officer, or controlling person in connection with the securities being registered, the Registrant will submit,
unless in the opinion of its counsel the matter has been settled by controlling precedent, to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
| Item 31. |
Business And
Other Connections Of Investment Advisor |
Information
as to the Trustees and officers of the Adviser, together with information as to any other business, profession, vocation, or employment
of a substantial nature engaged in by the directors and officers of the Adviser in the last two years, is included in its application
for registration as an investment adviser on Form ADV (File No. 801-71740) filed under the Investment Advisers Act of 1940, as
amended (“Advisers Act”), and is incorporated herein by reference thereto.
| Item 32. |
Location Of Accounts
And Records |
Omitted
pursuant to the Instruction of Item 32 of Form N-2.
| Item 33. |
Management Services
|
Not
Applicable
(1)
The Registrant undertakes to suspend the Offer until the prospectus is amended if: (a) subsequent to the effective date of this
registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of
this registration statement; or (b) the net asset value increases to an amount greater than the net proceeds as stated in the
prospectus included in this registration statement.
(2)
Not applicable.
(3)
The securities being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933. Accordingly, the Registrant undertakes:
| (a) |
to file, during
any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: |
(1)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2)
to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(3)
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
| (b) |
that for the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; |
| (c) |
to remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering; and |
| (d) |
that, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser: |
(1)
if the Registrant is relying on Rule 430B [17 CFR 230.430B]:
(A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; or
(2)
if the Registrant is subject to Rule 430C [17 CFR 230.430C]: Each prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use.
| (e) |
that for the purpose
of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of
securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary
prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act of 1933; (2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned Registrant; (3) the portion of any other free writing prospectus or advertisement
pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and (4) any other communication that
is an offer in the offering made by the undersigned Registrant to the purchaser. |
(4)
If applicable:
| (a) |
For the purposes
of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant
under Rule 424(b)(1) under the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the time
it was declared effective. |
| (b) |
For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering thereof. |
(5)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(6)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(7)
The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business
days of receipt of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this
Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Fund has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of
New York, on the 7th day of October, 2025.
| SABA CAPITAL INCOME & OPPORTUNITIES
FUND |
| |
|
| By: |
/s/
Paul Kazarian |
|
| |
Paul Kazarian |
| |
Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated and on the 7th day of October, 2025.
| Signature |
|
Title |
|
| |
|
|
|
| /s/
Paul Kazarian |
|
Chief Executive Officer |
|
| Paul Kazarian |
|
|
|
| |
|
|
|
| /s/
Troy Statczar |
|
Principal Financial
Officer, Treasurer |
|
| Troy Statczar |
|
|
|
| |
|
|
|
| /s/
Andrew Kellerman* |
|
Trustee |
|
| Andrew Kellerman |
|
|
|
| |
|
|
|
| /s/
Thomas Bumbolow* |
|
Trustee |
|
| Thomas Bumbolow |
|
|
|
| |
|
|
|
| /s/
Karen Caldwell* |
|
Trustee |
|
| Karen Caldwell |
|
|
|
| |
|
|
|
| /s/
Ketu Desai* |
|
Trustee |
|
| Ketu Desai |
|
|
|
| |
|
|
|
| /s/
Anatoly Nakum* |
|
Trustee |
|
| Anatoly Nakum |
|
|
|
| *By: |
/s/
Michael D’Angelo |
| |
(Michael D’Angelo,
Attorney-In-Fact) |
EXHIBIT
INDEX
| |
|
|
Exhibit
Number
|
|
Description |
| |
|
| (d)(1) |
|
Form of Subscription Certificate |
| |
|
| (d)(2) |
|
Form of Notice of Guaranteed Delivery |
| |
|
| (k)(3) |
|
Subscription Agent Agreement |
| |
|
| (k)(4) |
|
Information Agent Agreement |
| |
|
