SecProbe.io

January 3, 2024
VIA E-mail
Michael A. Reisner and Mark Gatto
CION Grosvenor Management, LLC 100 Park Avenue, 25th Floor New York, NY 10017
Re:  CION Grosvenor Infrastructure Fund
File Nos. 811-23916; 333-275711
Dear Messrs. Reisner and Gatto:
We have reviewed the Fund’s registration statement on Form N-2 filed with the
Securities and Exchange Commi ssion on November 22, 2023, with respect to an offering of
common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the registration statement.  All capitalized terms not otherwise defined here in have the meaning given to them in the
registration statement.
General Comments
1. We note that portions of the registration statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in respons e to this letter, on information supplied
supplementally, or on exhibits  added in any amendments.
2. We note disclosure on the Cover stating th at you intend to submit an application for
an exemptive order to permit the Fund to offer multiple classes of shares.  We also
note you have filed an exemptive applicati on relating to the ability of the Fund and
the Master Fund to engage in certain  co-investments alongside the Adviser’s
affiliates.  Please supplementally explain if the Fund or Master Fund has submitted or
intends to submit any additional exemptive applications or a no-action request in connection with the registration statement.  Please inform us of the anticipated timing of any applications or requests for relief.
3. We note that the prospectus for the F und and the exemptive application filed
contemplate that the Master Fund will be  a registered investment company.
Supplementally, please discuss the timing fo r filing the Master Fund registration
statement.

Michael A. Reisner and Mark Gatto
Page 2

4. Please confirm that the Fund does not intend to issue debt secu rities or preferred
shares within a year from the effective date of the registration statement.  If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additi onal disclosure of risks to sh areholders in the event of
a preferred shares offering.

5. Please tell us if you have pres ented or will present any “test the waters” materials to
potential investors in connection with this  offering. If so, please provide us with
copies of such materials.

6. The registration statement appears to contemplate a transaction with a Predecessor
Fund that will follow the Master Fund’s re gistration as an investment company.
Please tell us how this transaction will be structured to comply with section 17 of the 1940 Act, including any no-action relief upon which you intend to rely.  Please
provide sufficient factual and legal inform ation in your response to enable us to
follow your analysis and understand your conclusion.

7. The disclosure on the Cover and throughout  the Summary primar ily describes how
the Fund’s investments are made ( e.g., Co-Investments, Secondaries, Direct
Investments, etc.), but not the types of secu rities and issuers the Fund will invest in or
how they are selected.  Please revise these sections to disclose how the Fund (or the
Master Fund) will invest its assets to achieve its investment objective.  In doing so, please disclose how the Fund defines the term “infrastructure” and the types of
companies the Fund will invest in to comply with its policy of investing at least 80%
of its net assets in In frastructure Investments.

8. Furthermore, generally, the disclosure thr oughout the registration st atement is dense,
technical and hard to understand.  Please revi ew and revise the disclosure to provide
investors, in plain English, a clear and co ncise presentation of essential information
about the Fund.  In doing so, please revi se to limit the use of defined terms,
particularly on the Cover and throughout th e Summary.  The terms themselves are
confusing and make the disc losure difficult to follow.  Please also revise the
disclosure to avoid the use of technica l, complex language and excessive detail
throughout the registration statement.  See, Form N-2, Part A: The Prospectus and
rule 421(d) under the Securities Act.

9. We note your intention to operate as an interval fund and that you will invest
substantially all your assets in the Master Fund, whic h in turn will invest in a
portfolio consisting primarily  of private infrastructure  investments.  Private
infrastructure appears to be an asset class that may be illiquid, impacted by changes in interest rates, and irregular cash flows. You also disclose the lengthy holding period
of the Fund’s investments.  Given recent  market events, including events involving
funds that invest in similar asset classe s, please consider the need for additional
disclosure addressing how you intend to meet your obligations under rule 23c-
3(b)(10) under the 1940 Act, including a ny risks to investors arising from your
operations as an interval fund.

Michael A. Reisner and Mark Gatto
Page 3

10. In correspondence, please tell us about the bus iness, legal, or other reasons behind the
decision to use a master-f eeder structure in conjunc tion with a multi-class fund.

Prospectus

Prospectus Cover

11. In Investment Objective , the disclosure merely referenc es a series of undefined terms
with a reference to their definitions w ithin the prospectus.  Please clarify the
disclosure to provide a brie f description of the Fund’s  objective and its principal
strategies and investments.   In particular, please specify the Fund’s principal
strategies that are speculative ( e.g., use of leverage) and include a cross-reference to
the disclosure regarding the risks associated with these strategies.  See Form N-2,
Item 1.1.j. and the Guidelines to Form N-2, Guide 6.
12. In the seventh line of the paragraph in Investment Objective , the disclosure states that
a “smaller portion of [the Fund’s] portfolio will be comprised of liquid  investments
[emphasis added].”  As the investments referred to here  may not be “liquid” as
defined in rule 22e-4 under the 1940 Act, please consider if the use of the term
“liquid investments” and th e defined term “Liquid Infra structure Investments” is
misleading.  Revise as ap propriate and make corres ponding revisions throughout the
registration statement.
 13. In Interval Fund , please disclose the intervals between deadlines for repurchase
requests, pricing and repaym ent and, if applicable, the anticipated timing of the
Fund's initial repurchase offer.  Please include a cross-reference to the sections of the
prospectus that discuss the Fund's repurch ase policies and the attendant risks.  See
Guide 10 to Form N-2.
14. In Risks , the third bullet refers to a Shareholder’s ability to “sell its Shares outside the
quarterly repurchase process….”  Pleas e disclose how this might be done.

15. In the sixth bullet, the disclosure states that distributions may be funded from offering
proceeds.  Please confirm to us the Board has determined this is an appropriate use of offering proceeds.

16. In the bullets disclosing the risks of inve sting in a master-feeder fund arrangement,
the disclosure in the third bullet states:

The Fund does not have the right to wit hdraw its investment in the Master Fund.
Instead, it may only do so through periodic re purchases by the Master Fund of the
Fund’s interests in the Master Fund.  This may limit the ability of the Fund to
make offers to repurchase Shares.
Please explain to us how the Fund’s ability to repurchase shares  may potentially be
limited.  Will the Master Fund, as a matter of  policy, make quarterly repurchases at
the same time and to the sa me extent as the Fund?  If not, and because the Fund

Michael A. Reisner and Mark Gatto
Page 4

“pursues its investment objec tive by investing substantially all of its assets in the
Master Fund”, please explain to us how the Fund will ensure its ability to make quarterly repurchases of at least 5% of its  outstanding shares in compliance with Rule
23c-3 under the 1940 Act.
17. In the fourth bullet, the disclosure states “the investment objectiv es and policies of the
Master Fund…may be changed without the a pproval of investors in the Master Fund
(including the Fund).”  In Master-Feeder Structure , the disclosure states “The Master
Fund has the same investment objective… as the Fund.”  Please reconcile this
inconsistency.  The disclosure in the four th bullet also states “A change in the
investment objective, policies or restrictions of the Master Fund may cause the Fund
to seek to have repurchased its interests in the Master Fund.”  Please explain to us
how the Fund would operate in this circumstance.
18. Please confirm the bullets will also appear immediately above the signature line on
the account registration form or subscripti on agreement used by investors to purchase
Fund Shares.
19. In Investment Adviser and Sub-Adviser , the disclosure states that the Adviser serves
“as investment adviser  of the Master Fund and as the management services provider
of the Fund [emphasis added].”  Please explai n to us how the role of an “investment
adviser” and that of a “management services provider” are different – i.e., does the
Adviser not serve as investment adviser to th e Fund?  Also, the disclosure states that
the Adviser “ will be registered as an investment adviser” with the SEC under the
Advisers Act [emphasis added] .”  Is the Adviser currently  registered?  If not, please
explain to us the Adviser’s current status and the timing of its registration with the
SEC.

20. In Non-Traded Structure , the disclosure states “Simultaneous with the
commencement of the Master Fund’s operati ons, [the Predecessor Fund] is expected
to reorganize into the Master Fund.”  Pl ease explain to us the nature of the
Predecessor Fund and its investments.  Regarding the reorganization:

a. Please disclose how the shares of the An chor Investors and those of any other
holders of shares of the Predecessor Fund will be valued for purposes of the reorganization.  Will there be any dilution for other shareholders (including
the Fund) who purchase shares of the Ma ster Fund in the initial offering?  If
so, please provide appropri ate disclosure within the registration statement.
 b. Please explain to us in correspondence what information investors will have
available to them about the Predecesso r Fund and its portfolio prior to its
reorganization into the Master Fund.

Michael A. Reisner and Mark Gatto
Page 5

Summary of Terms

 The Fund (page 1)
 21. In the first paragraph, the disclosure refe rences “risk adjusted returns.”  Please
provide in the disclosure a plain E nglish definition of "risk-adjusted".

22. In the penultimate sentence of this section, please replace “Board” at the beginning of
the sentence with “Board of Trustees” as defined earlier in the paragraph.

Investment Strategies  (pages 2-3)
 23. On page 2, in the first paragraph of this  section, the disclosure states “’Liquid
Infrastructure Investments’ include…othe r short-term investments that have
significant direct or indirect exposure  to Infrastructure Investments [emphasis
added].” Will the Fund include investments with indirect e xposure to infrastructure in
its 80% test (as described on page 3)?  If so, please explain the basis for including
these investments.
24. In the first paragraph at the top of page 3, th e disclosure refers to “core, core plus and
value added risk profiles.”  As these terms are not described until page 28 of the Prospectus, but are used throughout the docum ent, please briefly explain here what
these terms mean.

25. The disclosure in the next sentence in this section states “the Fund expects to invest
across [a] variety of…investment stages.”  Please clarify in the disclosure what
“investment stages” are.  If investment in “Greenfield” stage investments are a principal strategy of the Fund, please disclo se so and disclose associated risks.

26. In the last line of the first paragraph on pa ge 3, the disclosure states the Sub-Adviser
believes “it is one  of the most experienced infrastru cture investors and has one of the
longest track records among comparable firm s.”  Please disclose the basis for this
statement and provide appropriate context.

27. On page 3, in the first line of the second paragraph of Investment Strategies , the
disclosure states that the Fund, in complia nce with rule 35d-1, intends to invest at
least 80% of its net assets in  Infrastructure Investments.  Please disclose clearly how
the Fund defines “infrastructure” and provi de a cross reference to page 27 where you
include examples of the types of infrastruct ure investments the Fund intends to make.
Please also disclose specifically how the Fund will invest 80% of its assets in
infrastructure ( e.g., what percentage of revenue of the companies the Fund invests in
is attributed to infrastructure?  What per centage of the Investment Funds will be in
infrastructure companies?).

28. The disclosure in the third paragraph on page 3 references the “Sub-Adviser’s
portfolio construction appr oach.”  Briefly explain how the Fund evaluates

Michael A. Reisner and Mark Gatto
Page 6

investments and the portfolio construction parameters it uses  to construct the portfolio
as a whole.

29. The disclosure in the penultimate paragraph in this section states “The Fund expects
its Infrastructure Investments to primarily be in the form of equity or equity-like investments, but may also invest in Infrastruc ture Assets that take the form of loans or
debt securities relating to Infrastructure Investments.”  Regarding this disclosure, please address the following:

a. It is unclear from the disclosure if “equity or equity-like investments” are
Infrastructure Assets.  As “Infrastructure Investments includes Infrastructure Assets and Infrastructure Funds,” are the Fund’s investment in equities only
made indirectly through Infrastru cture Funds?  Please clarify.

b. Please disclose the specific types of equity or equity-like securities the Fund
will invest in.  In doing so, please disclose the market cap of the companies in which the Fund invests.

c. Please disclose the specific types and credit quality of the debt securities the
Fund will invest in.  If the Fund will inve st in below investment grade debt,
disclose these investments are otherwise known as “junk”.

30. The disclosure in the last sentence refers  to the Fund being “in the current master-
feeder fund structure.”  Is the master-feeder structure considered temporary?  Please inform us of any future intentions with respect to the Fund’s structure.
31. Please disclose in this section that the Fund will concentrate its investments in the
infrastructure industry.  See, Form N-2, Item 8.2.b.(2).

Portfolio Composition (page 3)

32. Regarding the Fund’s investment in Infrastructure Funds , please confirm that the
Fund (and the Master Fund) does not intend to invest more than 15%  of its net assets
in hedge funds, private equity funds or ot her private funds that are excluded from the
definition of investment co mpany by Section 3(c)(1) or Section 3(c)(7) of the 1940
Act.
33. On page 5, in the second paragraph, the disc losure states “the GCM Infrastructure
Platform can often obtain a unique level of  information…that can give the Fund an
informational advantage in identifying a ttractive investments” and that “[s]uch
information can come from…a close relati onship with the Portfolio Fund’s Sponsor
Manager….”  Please explain to us how obtai ning a “unique level of information” as a
result of close relationships with fund spons ors is consistent w ith prohibitions under
the securities laws against insider trading and also compliant with Section 204A of
the Advisers Act of 1940, and the rules thereunde