Correspondence 0001133228-23-005778 from Harrison Street Infrastructure Income Fund (VCRDX)
Harrison Street Infrastructure Income Fund
Date: Oct. 20, 2023 · CIK: 0001812286 · Accession: 0001133228-23-005778
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-238296, 811-23569
Letter
October 20, 2023 Chelsea Childs
T +1 415 315 6374
Chelsea.Childs@ropesgray.com
CONFIDENTIAL TREATMENT REQUESTED BY
VERSUS CAPITAL INFRASTRUCTURE INCOME fUND
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Lisa N. Larkin
Re: Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) (the “Fund”)
Ladies and Gentlemen:
On October 11, 2023, Ms. Lisa N. Larkin of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments to Chelsea Childs of Ropes & Gray LLP, in connection with the Staff’s review of Pre-Effective Amendment No. 2 under the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 2 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to the Fund’s Registration Statement on Form N-2, filed on July 11, 2023.
The Staff’s comments, together with the Fund’s responses thereto, are set forth below. Capitalized terms not defined in this letter have the same meaning as in the Fund’s Registration Statement.
This letter omits confidential information for which we seek confidential treatment under the Freedom of Information Act. The portion of this letter for which confidential treatment is sought is marked as [Redacted – Confidential Treatment Requested]. A separate unredacted version of this letter has been delivered to the Staff.
1. Comment: Please explain any differences and similarities between the facts underlying the Reorganization of the Predecessor Fund into the Fund and those in GuideStone Financial, et al., SEC Staff No-Action Letter (Dec. 27, 2006) (the “GuideStone Letter”).
Response: [Redacted – Confidential Treatment Requested]
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2. Comment: Please explain why the Predecessor Fund did not itself register as an interval fund instead of reorganizing into the Fund.
Response: [Redacted – Confidential Treatment Requested]
3. Comment: Please include a written representation aligned with condition 5 of the Guidestone Letter.
Response: The Fund confirms that the Reorganization will be effected pursuant to procedures adopted by the Board, including a majority of the Independent Trustees, that are reasonably designed to provide that the Reorganization is conducted in a manner consistent with conditions 2 and 3 of the Guidestone Letter. The Fund respectfully notes that, for the reasons discussed in response to comment 1, condition 4 of the Guidestone Letter, which relates to redemptions from the GuideStone Predecessor Funds, is inapplicable to the Reorganization.
* * * * *
If you have any questions or require any clarification concerning the foregoing, please call me at 415-315-6374.
Sincerely,
/s/ Chelsea Childs
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CORRESP
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filename1.htm
October 20, 2023
Chelsea Childs
T +1 415 315 6374
Chelsea.Childs@ropesgray.com
CONFIDENTIAL TREATMENT
REQUESTED BY
VERSUS CAPITAL INFRASTRUCTURE
INCOME fUND
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Lisa N. Larkin
Re:
Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) (the “Fund”)
Ladies and Gentlemen:
On October 11, 2023, Ms. Lisa N. Larkin of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea Childs of Ropes & Gray LLP, in connection with the Staff’s review of Pre-Effective Amendment No. 2 under the Securities
Act of 1933, as amended (the “Securities Act”), and Amendment No. 2 under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), to the Fund’s Registration Statement on Form N-2, filed on July 11, 2023.
The Staff’s comments, together with the
Fund’s responses thereto, are set forth below. Capitalized terms not defined in this letter have the same meaning as in the Fund’s
Registration Statement.
This letter omits confidential information for
which we seek confidential treatment under the Freedom of Information Act. The portion of this letter for which confidential treatment
is sought is marked as [Redacted – Confidential Treatment Requested]. A separate unredacted version of this letter has been delivered
to the Staff.
1. Comment: Please explain any differences and similarities between the facts underlying the Reorganization
of the Predecessor Fund into the Fund and those in GuideStone Financial, et al., SEC Staff No-Action Letter (Dec. 27, 2006) (the “GuideStone
Letter”).
Response: [Redacted – Confidential
Treatment Requested]
VCA-1
2. Comment: Please explain why the Predecessor Fund did not itself register as an interval fund instead
of reorganizing into the Fund.
Response: [Redacted – Confidential
Treatment Requested]
3. Comment: Please include a written representation aligned with condition 5 of the Guidestone Letter.
Response: The Fund confirms that the
Reorganization will be effected pursuant to procedures adopted by the Board, including a majority of the Independent Trustees, that are
reasonably designed to provide that the Reorganization is conducted in a manner consistent with conditions 2 and 3 of the Guidestone Letter.
The Fund respectfully notes that, for the reasons discussed in response to comment 1, condition 4 of the Guidestone Letter, which relates
to redemptions from the GuideStone Predecessor Funds, is inapplicable to the Reorganization.
* * * * *
If you have any questions or require any clarification concerning the foregoing,
please call me at 415-315-6374.
Sincerely,
/s/ Chelsea Childs
Chelsea Childs
cc:
Tim Fete, Versus Capital Advisors LLC
Sarah Clinton, Ropes & Gray LLP
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