SecProbe.io

CORRESP
1
filename1.htm

Simpson
Thacher & Bartlett LLP

900
G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE: +1-202-636-5500

FACSIMILE: +1-202-636-5502

    Direct Dial Number
    E-mail Address

    +1-202-636-5806
    Ryan.Brizek@stblaw.com

March 20, 2024

VIA EDGAR

Karen Rossotto

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CION Grosvenor Infrastructure Fund

    Registration Statement on Form N-2

    1933 Act File No. 333-275711; 1940 Act File No. 811-23916

Dear Ms. Rossotto:

On behalf of CION
Grosvenor Infrastructure Fund (the “Fund”), we hereby file with the Securities and Exchange Commission (the “SEC”
or “Commission”) Pre-Effective Amendment No. 1 to the Fund’s registration statement on Form N-2 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940,
as amended (the “1940 Act”). The Registration Statement includes revisions in response to comments from the staff of the
Division of Investment Management (the “Staff”) of the Commission received by the undersigned via email on January 3,
2024 relating to the initial filing of the Registration Statement (the “Comment Letter”) and revisions to otherwise update
disclosure.

In addition, on
behalf of the Fund, we are providing the following responses to the Comment Letter. For convenience of reference, the Staff’s comments
have been reproduced herein. All capitalized terms used but not defined in this Comment Letter have the meanings given to them in the
Registration Statement. Where the Fund has proposed revised disclosure in the Registration Statement in response to a comment, additions
are underlined and deletions are struck.

General Comments

Comment 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 response to this letter, on information supplied supplementally, or on exhibits
added in any amendments.

Response: The
Fund respectfully acknowledges the Staff’s comment.

Comment 2:
We note disclosure on the Cover stating that 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 application 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.

Response: The Fund intends to file an application for an exemptive order to permit the Fund to offer multiple classes of shares prior to requesting
effectivness of the Registration Statement. The Fund
does not currently expect to apply for any additional exemptive orders or request no-action relief in connection with the Registration
Statement, other than those previously disclosed in the Registration Statement.

    Simpson Thacher
    & Bartlett LLP

    Securities and Exchange Commission March 20, 2024

Comment 3:
We note that the prospectus for the Fund and the exemptive application filed contemplate that the Master Fund will be a registered investment
company. Supplementally, please discuss the timing for filing the Master Fund registration statement.

Response:
The Master Fund intends to file its registration on Form N-8A and initial registration statement on Form N-2 with the Commission
after the Fund files its first pre-effective amendment to the Registration Statement. It is anticipated that the Master Fund will offer
its shares in private placement transactions to institutional investors, including the Fund, which will not constitute a public offering,
and therefore the Master Fund will not register its shares under the 1933 Act. As such, the Master Fund’s registration statement
on Form N-2 will become automatically effective upon filing, pursuant to Section 8(b) of the 1940 Act.

Comment 4:
Please confirm that the Fund does not intend to issue debt securities 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 additional disclosure of risks to shareholders in the event of a preferred shares offering.

Response: The
Fund confirms that it currently does not intend to issue debt securities or preferred shares within a year from the effective date of
the registration statement. However, the Funds intend to enter into a revolving credit facility which will permit the Funds to make periodic drawdowns to assist with liquidity management in connection with repurchase offers, among other things.

Comment 5:
Please tell us if you have presented 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.

Response: The
Fund confirms that it does not currently intend to present any “test the waters” materials to potential investors in connection
with its offering of Shares but may rely on Rule 433 or Rule 482 to present information outside of “test the waters”
materials. If, in the future, the Fund determines to present any “test the waters” materials, it will provide the Staff with
copies of those materials.

Comment 6:
The registration statement appears to contemplate a transaction with a Predecessor Fund that will follow the Master Fund’s registration
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 information in your response to enable
us to follow your analysis and understand your conclusion.

Response: The
expected Reorganization between the Master Fund and the Predecessor Fund would be made pursuant to a plan of reorganization which will
comply with the terms of paragraphs (b), (c), (d), (e), (f) and (g) of Rule 17a-7 under the 1940 Act and the provisions
of Rule 17a-8 under the 1940 Act (as these provisions apply to a merger between an unregistered fund that is eligible to rely on
that rule and a registered investment company), in accordance with GuideStone Financial, et al., SEC No-Action Letter (pub. avail.
December 27, 2006) (the “GuideStone Letter”). The Anchor Investors, who are institutional investors unaffiliated with
the Advisers, will own all of the outstanding shares of the Predecessor Fund prior to the Reorganization. In addition, consistent with
the requirements set forth in the GuideStone Letter:

    2

    Simpson Thacher
    & Bartlett LLP

    Securities and Exchange Commission March 20, 2024

 1. The
                                            Master Fund will be a shell company as of the time of the Reorganization;

 2. The
                                            assets of the Predecessor Fund will consist of securities that are appropriate, in type and
                                            amount, for investment by the Master Fund in light of its investment objectives and policies;

 3. The
                                            Predecessor Fund will transfer all of its portfolio securities at the time of the Reorganization
                                            to the Master Fund in exchange for shares of the Master Fund;

 4. The
                                            transfer of securities and shares between the Predecessor Fund and the Master Fund will be
                                            effected simultaneously;

 5. The
                                            Master Fund will have the same procedures for determining net asset value as the Predecessor
                                            Fund and will follow those procedures in determining the amount of shares to be issued in
                                            the Reorganization;

 6. The
                                            Master Fund will comply with the recordkeeping requirements described in the GuideStone Letter;

 7. The
                                            Advisers, consistent with their fiduciary duties, will disclose to the independent trustees
                                            of the Master Fund the existence of, and all the material facts relating to, any conflicts
                                            of interest between the Advisers and the Master Fund with regard to the Reorganization to
                                            facilitate the ability of the independent trustees to evaluate and approve the Reorganization;
                                            and

 8. The
                                            Adviser, not the Predecessor Fund, the Master Fund or the Fund, will bear the costs associated
                                            with the Reorganization.

Comment 7:
The disclosure on the Cover and throughout the Summary primarily describes how the Fund’s investments are made (e.g., Co-Investments,
Secondaries, Direct Investments, etc.), but not the types of securities 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 Infrastructure Investments.

Response: In
light of the Staff’s comment, the Fund has revised these sections to disclose how the Master Fund will invest its assets to achieve
its investment objective.

Comment 8:
Furthermore, generally, the disclosure throughout the registration statement is dense, technical and hard to understand. Please review
and revise the disclosure to provide investors, in plain English, a clear and concise presentation of essential information about the
Fund. In doing so, please revise to limit the use of defined terms, particularly on the Cover and throughout the Summary. The terms themselves
are confusing and make the disclosure difficult to follow. Please also revise the disclosure to avoid the use of technical, 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.

Response: In
light of the Staff’s comment, the Fund has revised this disclosure.

    3

    Simpson Thacher
    & Bartlett LLP

    Securities and Exchange Commission March 20, 2024

Comment 9:
We note your intention to operate as an interval fund and that you will invest substantially all your assets in the Master Fund, which
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 classes,
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 any risks to investors arising from your operations as an interval fund.

Response: The
Fund has considered recent market events and has concluded that no additional disclosure is necessary to address its obligations under
Rule 23c-3(b)(10) under the 1940 Act to ensure that the Fund’s assets are sufficiently liquid to fund 100% of each quarterly
repurchase offer amount by the relevant repurchase payment deadline. The Master Fund’s portfolio will include a sleeve of Liquid
Investments that will be sufficient to meet its liquidity obligations under Rule 23c-3(b)(10). In addition, to further enhance its
ability to manage liquidity risk the Funds expect to enter into a revolving credit facility which could be drawn on to pay out
repurchase offer proceeds.

Comment 10:
In correspondence, please tell us about the business, legal, or other reasons behind the decision to use a master-feeder structure in
conjunction with a multi-class fund.

Response: The
master-feeder structure will be used for tax purposes to allow certain non-U.S. investors to efficiently access the portfolio investments.
From a tax perspective, certain non-U.S. investors may achieve a more favorable after-tax return if they were to invest directly in the
Master Fund, which is taxable as a partnership for U.S. federal income tax purposes instead of investing in the Fund, which is taxable
as a regulated investment company and corporation for U.S. federal income tax purposes. Specifically, non-U.S. investors that are not
entitled to the benefits of Section 892 of the Code or that are not resident in a jurisdiction that has a double tax treaty with
the United States that eliminates dividend withholding tax paid by U.S.-domiciled corporations may achieve a higher after-tax return
by participating in the portfolio investments directly through the Master Fund instead of participating indirectly through the Fund.

Prospectus

Prospectus Cover

Comment 11:
In Investment Objective, the disclosure merely references a series of undefined terms with a reference to their definitions within
the prospectus. Please clarify the disclosure to provide a brief 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.

Response: In
light of the Staff’s comment, the Fund has revised this disclosure to seek to address the Staff’s comment.

Comment 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 the defined
term “Liquid Infrastructure Investments” is misleading. Revise as appropriate and make corresponding revisions throughout
the registration statement.

Response: The
Fund respectfully acknowledges the Staff’s comment and has revised its disclosure. However, the Fund notes that the requirements
of Rule 22e-4 of the 1940 Act are applicable only to open-end management investment companies and, as a closed-end management investment
company, the Fund is not subject to Rule 22e-4 or the requirements thereunder. In addition, the Fund notes its response to comment
9 above. Specifically, we reiterate that the Master Fund will invest in “Liquid Investments” which includes investments such
as cash and money market funds, but also includes certain Infrastructure Investments, such as infrastructure-focused mutual funds, ETFs
and MLPs, all of which are considered liquid for purposes of Rule 23c-3(b)(10).

    4

    Simpson Thacher
    & Bartlett LLP

    Securities and Exchange Commission March 20, 2024

Comment 13:
In Interval Fund, please disclose the intervals between deadlines for repurchase requests, pricing and repayment 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 repurchase policies and the attendant risks. Se