Correspondence 0001104659-24-044205 from Brookfield Real Assets Income Fund Inc. (RA) (CIK 0001655099) (RA)
Brookfield Real Assets Income Fund Inc. (RA) (CIK 0001655099)
Date: April 5, 2024 · CIK: 0001655099 · Accession: 0001104659-24-044205
AI Filing Summary & Sentiment
File numbers found in text: 333-276463, 811-23157
Show Raw Text
CORRESP
1
filename1.htm
(212) 318-6095
thomaspeeney@paulhastings.com
April 5, 2024
VIA EDGAR
Ms. Eileen M. Smiley
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Brookfield Real Assets Income Fund Inc.
File Nos. 333-276463; 811-23157
Dear Ms. Smiley:
On behalf of Brookfield Real
Assets Income Inc. (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management
of the Securities and Exchange Commission (the “SEC”) the first pre-effective amendment to the draft registration statement
on Form N-2 (the “Registration Statement”) (Accession No. 0001104659-24-003017) under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended. The Registration Statement includes revisions in response to the Staff’s oral
comments to the undersigned received on February 7, 2024 relating to the Registration Statement.
For convenience of reference,
the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given
to them in the Registration Statement.
LEGAL COMMENTS
Comment 1: Where appropriate, please fill
in and complete all blank/bracketed fields prior to effectiveness of the Registration Statement.
Response: The Fund
respectfully acknowledges the Staff’s comment and confirms that, where appropriate, all blank/bracketed fields have been filled
in and completed.
Comment 2: Please confirm that the Fund’s
Bylaws have not been amended since the last amendment made in October 2020.
Response: The Fund
recently amended and restated its Bylaws (the “A&R Bylaws”), effective April 1, 2024. The Fund has included the A&R
Bylaws in Part C of the Registration Statement as Exhibit (b)(3).
Brookfield Real Assets Income Fund Inc.
April 5, 2024
Comment 3: On page 22 of the Fund’s
Prospectus, the Fund incorporates by reference the Fund’s annual report on Form N-CSR for the fiscal period ended December 31, 2023.
Does the Fund anticipate delaying effectiveness of this Prospectus until after the annual report for the fiscal period ended December
31, 2023, is filed with the SEC in March? If not, pursuant to Instruction F.3.a on Form N-2, please specifically incorporate by reference
the last annual report filed with the SEC.
Response: The Fund
respectfully notes that the Fund’s annual report on Form N-CSR for the fiscal period ended December 31, 2023 was filed with the
SEC on March 8, 2024. Accordingly, the Registration Statement has been revised to reflect that such report, which is the last annual report
filed with the SEC, is incorporated by reference into the Prospectus and the SAI.
Comment 4: In Part C of the Registration
Statement, Item 25, the Fund incorporates by reference the Fund’s annual report on Form N-CSR for the fiscal period ended December
31, 2023. As noted in Comment 3, unless the Fund anticipates delaying effectiveness of the Registration Statement, please specifically
incorporate by reference the last annual report filed with the SEC for the Fund.
Response: Please see
response to comment 3 above.
Comment 5: Please confirm that the legality
opinion will be filed as an exhibit or include an undertaking that the legality opinion will be filed with each takedown off of the shelf.
In addition, please confirm that the legality opinion will be consistent with Staff Legal Bulletin 19.
Response: The Fund
confirms that the legality opinion is included in Part C of the Registration Statement as Exhibit (l)(ii), and is consistent with Staff
Legal Bulletin 19.
********
Should you have any questions
regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you.
Very truly yours,
/s/ Thomas D. Peeney
Thomas D. Peeney
for Paul Hastings LLP
2