UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Voya Infrastructure, Industrials & Materials Fund

(Name of Issuer)

Common Shares, $0.01 par value
(Title of Class of Securities)

92912X101
(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 23, 2024
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [  ]

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.  92912X101 SCHEDULE 13D/A Page 2 of 7 Pages


1 NAME OF REPORTING PERSON
          Saba Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐
(b) ☐
3 SEC USE ONLY

4 SOURCE OF FUNDS
          OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7 SOLE VOTING POWER
          -0-
8 SHARED VOTING POWER
          939,236
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          939,236
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          939,236
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          6.20%
14 TYPE OF REPORTING PERSON
          PN; IA
       

The percentages used herein are calculated based upon 15,156,320 shares of common stock outstanding as of 2/29/24, as disclosed in the company's N-CSR filed 5/9/24


CUSIP No.  92912X101 SCHEDULE 13D/A Page 3 of 7 Pages

1 NAME OF REPORTING PERSON
          Boaz R. Weinstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐
(b) ☐
3 SEC USE ONLY

4 SOURCE OF FUNDS
          OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
          United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7 SOLE VOTING POWER
          -0-
8 SHARED VOTING POWER
          939,236
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          939,236
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          939,236
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          6.20%
14 TYPE OF REPORTING PERSON
          IN
       

The percentages used herein are calculated based upon 15,156,320 shares of common stock outstanding as of 2/29/24, as disclosed in the company's N-CSR filed 5/9/24


CUSIP No.  92912X101 SCHEDULE 13D/A Page 4 of 7 Pages

1 NAME OF REPORTING PERSON
          Saba Capital Management GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐
(b) ☐
3 SEC USE ONLY

4 SOURCE OF FUNDS
          OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7 SOLE VOTING POWER
          -0-
8 SHARED VOTING POWER
          939,236
9 SOLE DISPOSITIVE POWER
          -0-
10 SHARED DISPOSITIVE POWER
          939,236
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
          939,236
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          6.20%
14 TYPE OF REPORTING PERSON
          OO
       

The percentages used herein are calculated based upon 15,156,320 shares of common stock outstanding as of 2/29/24, as disclosed in the company's N-CSR filed 5/9/24


CUSIP No.  92912X101 SCHEDULE 13D/A Page 5 of 7 Pages

Item 1. SECURITY AND ISSUER
   
  This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 5/8/23, as amended by Amendment No.1 filed 7/24/23, and Amendment No. 2 filed 10/12/23; with respect to the common shares of Voya Infrastructure, Industrials & Materials Fund. This Amendment No. 3 amends Items 3, and 5, as set forth below.
   
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $9,043,919 was paid to acquire the Common Shares reported herein.
   
Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 15,156,320 shares of common stock outstanding as of 2/29/24, as disclosed in the company's N-CSR filed 5/9/24
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
   
(d) The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.
   
(e) Not applicable.


CUSIP No.  92912X101 SCHEDULE 13D/A Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  July 25, 2024

  SABA CAPITAL MANAGEMENT, L.P.
 
By:  /s/ Michael D'Angelo
  Name: Michael D'Angelo
Title: Chief Compliance Officer
   
   
  SABA CAPITAL MANAGEMENT GP, LLC
 
By:  /s/ Michael D'Angelo
Name: Michael D'Angelo
Title: Authorized Signatory
   
   
  BOAZ R. WEINSTEIN
 
By:  /s/ Michael D'Angelo
  Name: Michael D'Angelo
  Title: Attorney-in-fact*
 
 
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823
 


CUSIP No.  92912X101 SCHEDULE 13D/A Page 7 of 7 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days.  All transactions were effectuated in the open market through a broker.

Trade Date Buy/Sell Shares Price
5/28/2024 Sell             3,611     10.48
5/29/2024 Sell         41,961     10.38
5/30/2024 Sell         13,166     10.39
5/31/2024 Sell         11,971     10.48
6/3/2024 Sell         10,467     10.44
6/4/2024 Sell             3,787     10.37
6/5/2024 Sell               100     10.36
6/7/2024 Sell         17,241     10.29
6/12/2024 Sell             5,612     10.38
6/13/2024 Sell             4,922     10.32
6/14/2024 Sell               400     10.28
6/17/2024 Sell             4,368     10.24
6/18/2024 Sell                   10     10.23
6/24/2024 Sell             1,000     10.42
7/2/2024 Sell               200     10.26
7/5/2024 Sell             2,000     10.34
7/8/2024 Sell         11,827     10.35
7/12/2024 Sell               594     10.58
7/15/2024 Sell         12,449     10.57
7/16/2024 Sell         13,342     10.56
7/17/2024 Sell         17,326     10.63
7/18/2024 Sell             3,574     10.57
7/19/2024 Sell             4,999     10.52
7/22/2024 Sell             6,851     10.53
7/23/2024 Sell         17,805     10.54
7/24/2024 Sell         12,500     10.47




Voya Infrastructure Indu... (NYSE:IDE)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more Voya Infrastructure Indu... Charts.
Voya Infrastructure Indu... (NYSE:IDE)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Voya Infrastructure Indu... Charts.