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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

November 8, 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. 2 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 phone calls on June 5, 2024, July 16, 2024, September 9,
2024, September 13, 2024, October 11, 2024, November 1, 2024 and November 6, 2024 relating to 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 Comment Letter, on information supplied
supplementally, or on exhibits added in any amendments.

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

Comment
2: 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.
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 the disclosure.

 Simpson Thacher &
Bartlett LLP

Securities and Exchange Commission November 8, 2024

Comment
3: Please supplementally provide additional detail with respect to the private funds in which the Fund will invest. For
example, are these private funds unaffiliated? Will the Fund or any of its affiliates control the private funds? Will the private funds
hold a single project/asset or interests in a variety of projects/assets? Does the Adviser or its affiliates manage the underlying assets
of these private funds? Confirm that the Fund will limit its investments in hedge funds and private equity funds relying on 3(c)(1) or
3(c)(7) to less than 15% of its portfolio.

Response:
The Infrastructure Funds and other issuers in which the Fund invests will be managed and controlled by third-party managers, not the
Advisers and their affiliates. The Fund and its affiliates will not exercise a controlling influence over the management or policies
of these issuers, which as noted above will be managed and controlled by third-party managers. As a result, investments by the Fund in
the Infrastructure Funds and other issuers will not implicate Section 17(a) of the 1940 Act. Moreover, the Advisers and their
affiliates will not control or operate the Infrastructure Assets.

The Fund hereby confirms it will limit
its investments in hedge funds and private equity funds relying on 3(c)(1) or 3(c)(7) to less than 15% of its portfolio. For
the avoidance of doubt, for purposes of this undertaking the Fund distinguishes the Infrastructure Funds and other issuers through which
it invests in Infrastructure Assets from hedge funds and private equity funds.

Comment
4: With a view to disclosure, please tell us more about your investments in infrastructure assets, including a discussion
of what the Fund will own (e.g., the assets or securities), whether the Fund will invest alongside affiliates when investing in infrastructure
assets, whether the Fund, alone or in combination with its affiliates, will control the investment, what fees or expenses, if any, are
typically associated with an investment in or ongoing operations of an infrastructure investment (including a discussion of whether the
Adviser or its affiliates will receive fees or expenses), and a discussion of any potential disclosure gaps between how you will disclose
your infrastructure investments and how a Securities Act-only REIT would disclose them.

Response:
The Fund will generally own securities issued by either a commingled fund sponsored by a third-party manager with multiple investments
in Infrastructure Assets or an interest acquired alongside other investors in a special purpose vehicle controlled by a third-party manager
that holds a single underlying Infrastructure Asset or portfolio of Infrastructure Assets. When it makes these investments, the Fund,
alone or in combination with its affiliates, will not operate or control the issuer in which it invests or the underlying Infrastructure
Asset. As a result, these investments by the Fund will not implicate Section 17(a) of the 1940 Act. This differs from the business
of certain other infrastructure investors, who invest with a view to operating and controlling the infrastructure asset. Since the Advisers
will not operate the Infrastructure Assets, the Advisers and their affiliates are not expected to receive fees from, or charge expenses
to, the Infrastructure Assets. Since the Fund will be making minority investments in securities that the Adviser sand their affiliates
do not operate or control, the Fund respectfully submits that it is permitted to register as an investment company under the 1940 Act.

The Fund will invest alongside other
funds and accounts managed by the Advisers in issuers that hold Infrastructure Assets. As disclosed in the Fund’s prospectus, the
Advisers will not cause the Fund to engage in investments alongside affiliates in private placement securities that involve the negotiation
of certain terms of the private placement securities to be purchased (other than price-related terms), except in reliance on the exemptive
order issued to the Fund and the Adviser1 or unless such investments otherwise qualify for another 1940 Act exemption. The
Fund will participate in aggregated transactions with affiliates where only price-related terms of the private placement security to
be purchased are negotiated by the Advisers in reliance on the no-action letter issued to Massachusetts Mutual Life Insurance Co. (June 7,
2000).

1 CION Grosvenor Infrastructure Fund, et al. (File No.
812-15523) Rel. Nos. 35310 (August 30, 2024) (notice) and 35334 (September 25, 2024) (order).

    2

Simpson Thacher &
Bartlett LLP

Securities and Exchange Commission November 8, 2024

Unlike a publicly offered REIT, which
files its registration statement on Form S-11, the Fund’s Registration Statement is filed on Form N-2. Form N-2
requires the Fund to disclose certain information that is not generally disclosed by REITs on Form S-11, such as the Fee Table and
Synopsis required by Item 3 of Form N-2, which results in a lack of similar expense ratio information provided by public REITs in
comparison to registered closed-end funds such as the Fund. In addition, Form N-2 requires the Fund to disclose items of materials
importance to investors, including, among other things, the Fund’s investment objective and strategy, the Fund’s summary
of fees and expenses, including examples thereto, the Fund’s plan of distribution and use of proceeds, the general description
of the Fund and the Advisers, a discussion of those individuals primarily responsible for the day to day management of the Fund’s
investment portfolio and the Fund’s fundamental and non-fundamental investment policies.

Form S-11 does require certain
specific disclosure relating to the REIT’s ownership of real property, but those disclosures are not applicable to the Fund. Among
other things, a REIT is required to disclose “the location and describe the general character of all materially important real
property now held or intended to be acquired by or leased to the registrant” and “any proposed program for the renovation,
improvement or development of such properties” (see Item 14 of Form S-11). None of the disclosure required by Item 14 of Form S-11
is applicable to the Fund as the Fund will not acquire real property either directly or through a wholly owned subsidiary, nor will the
Fund or Advisers control an investment in a manner which would permit it to propose a program for renovation, improvement or development
of a property. Instead, as discussed in the Fund’s Registration Statement, the Fund will gain exposure to Infrastructure Assets
by investing in investment vehicles managed by third-party sponsors. As the Fund will not invest directly in real property and none of
the Fund, the Advisers nor any affiliate thereof will control the Infrastructure Assets in a manner which would permit the Fund, the
Advisers or an affiliate thereof to renovate, improve or develop any of the underlying Infrastructure Assets, the Fund does not believe
that the disclosure required by Form S-11 would materially differ from the disclosure in the Fund’s current Registration Statement
on Form N-2.

A general description of the Fund’s
investments and the risks thereto, are disclosed in the Fund’s Registration Statement while a specific description of the Fund’s
individual holdings will be included in the Fund’s periodic reports filed with the SEC through the EDGAR database on Forms N-PORT,
N-CSR, N-CSRS and N-CEN. The periodic reports of the Fund will be made available to Shareholders, as required by the 1940 Act and the
rules thereunder.

Comment
5: Please provide additional detail describing the infrastructure holdings of the Fund. Specifically address whether the
underlying Infrastructure Funds holds any properties and who manages those properties.

Response:
The Fund will not acquire real property either directly or through a wholly owned subsidiary. Instead, as discussed in the Fund’s
Registration Statement, the Fund will gain exposure to Infrastructure Assets by investing in investment vehicles managed by third-party
sponsors. When it makes these investments, the Fund, alone or in combination with its affiliates, will not operate or control the issuer
in which it invests or the underlying Infrastructure Asset. As the Fund will not invest directly in real property and none of the Fund,
the Advisers nor any affiliate thereof will control the Infrastructure Assets.

Comment
6: Please explain supplementally how the Fund will source, value, and transfer the investment from the Infrastructure
Fund.

Response:
The Advisers intend to pursue a varied pool of Infrastructure Investments that the Advisers believe represent an attractive risk / reward
profile, take advantage of industry trends and seek to mitigate risk by targeting certain portfolio attributes, investment structures,
Sponsor Managers, geographies and investment stages. In selecting suitable investments, the Advisers will seek to invest in Infrastructure
Funds run by high-quality Sponsor Managers with a track record of consistent value creation and top-tier risk-adjusted rates of return.

As discussed in the Fund’s Registration
Statement, the Adviser, as valuation designee, will generally fair value the Fund’s Infrastructure Investments that do not have
a readily available market price by utilizing a practical expedient in accordance with Topic ASC 820. Generally the valuation of interests
in Infrastructure Investments are valued based on the valuation information provided by the Sponsor Manager. Sponsor Managers typically
provide estimated net asset values or other valuation information on a quarterly basis and the information will typically be as of a
date that is several months old by the time the Fund strikes its net asset value on a Determination Date. For this reason, the Fund may
apply one or more adjustments to the valuations received, which may include adjustments for cash flows received from or delivered to
the Infrastructure Investment after the reference date of the most recently reported net asset value. In addition to adjustments to reflect
the net asset value inclusive of cash flows since the reference date, the Adviser may apply other adjustments to reflect estimated change
in the fair value of the Fund’s Infrastructure Investment as compared to the date of the last reported net asset value from the
Sponsor Manager.

    3

Simpson Thacher &
Bartlett LLP

Securities and Exchange Commission November 8, 2024

Comment
7: Please confirm the expected timing of the Reorganization.

Response:
The Fund respectfully points the Staff to the responses provided by the Fund to the Accounting Comments, infra.

Prospectus

Prospectus Cover

Comment
8: In the first sentence of the second paragraph in Investment Strategy, please revise the definition of “Infrastructure
Assets” to clarify that direct or indirect investments in a single underlying assets will be tied to infrastructure.

Response:
In light of the Staff’s comment, the Fund has revised the disclosure to clarify the definition of “Infrastructure Assets.”

Comment
9: Furthermore, in the first sentence of the second paragraph in Investment Strategy, please revise the disclosure
to clarify the difference between “Infrastructure Assets” and “Infrastructure Funds.” Specifically, please revise
this disclosure to clarify the difference between an “investment in portfolios of multiple Infrastructure Assets” and “funds
or other infrastructure vehicles that make Infrastructure Investments.”

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

Comment
10: Please consider deleting the last sentence under Interval Fund, which starts with “[H]owever, the Fund
is not a mutual fund. . .” Comment #9 in our prior letter was not intended to imply that the Fund would be subject to the mutual
fund liquidity rule and disclosure to that effect is not necessary.

Response:
In light of the Staff’s comment, the Fund has deleted the requested language.

Comment
11: In the second paragraph in Securities Offered, and throughout the Registration Statement, please revise the
disclosure to update the status of the exemptive application.

Response:
In light of the Staff’s comment, the Fund has revised the disclosure to reflect that on August 13, 2024 the Commission granted
a multi-class exemptive order to the Fund (File No. 812-15569) and on September 25, 2024 the Commission granted a co-investment
order to the Fund (File No. 812-15523).

Summary of Terms (page 1)

Investment Strategies (pages 2-3)

Comment
12: In the first paragraph, please revise the definition of “Infrastructure Investments” to more clearly describe
how these investments are economically tied to infrastructure. In addition, consider replacing the nonexclusive list of infrastructure
sectors with a cross reference to page 23 where you further define “Infrastructure Investments”.

Response:
In light of the Staff’s comment, the Fund has re