SecProbe.io

CORRESP
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 ROPES & GRAY
 LLP
 PRUDENTIAL TOWER
 800 BOYLSTON STREET
 BOSTON, MA 02199-3600
 WWW.ROPESGRAY.COM

 July 22, 2025
 Lisa M. Henry

 T +1 617 951 7780

 lisa.henry@ropesgray.com

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Kim McManus

 Re:
 Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) ("VCRDX") (the "Fund")

 Ladies and Gentlemen,

 On July 11, 2025, Ms. Kim McManus (the "Staff
Reviewer") of the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") provided oral
comments to Sarah Clinton of Ropes & Gray LLP, counsel to the Fund, in connection with the Staff's review of Post-Effective
Amendment No. 3 under the Securities Act of 1933, as amended (the "1933 Act"), and Amendment No. 7 under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), to VCRDX's Registration Statement on Form N-2, filed pursuant
to Rule 486(a) under the 1933 Act on May 30, 2025.

 The Staff Reviewer
requested that the Fund's responses be provided in writing via EDGAR correspondence. Accordingly, the Staff's comments,
together with the Fund's responses thereto, are set forth below. The below responses will be reflected, to the extent applicable,
in an amendment to the Fund's Registration Statement on Form N-2 to be filed pursuant to Rule 486(b) under the 1933 Act. Capitalized
terms not defined in this letter have the same meaning as in the Fund's Registration Statement.

 1. Comment : On the cover page, please add a cross-reference to interval fund/repurchase policy risks
and the discussion of conflicts of interest.

 Response : The Fund will add the following
disclosure to the fourth bullet on the cover page:

 See "Risk Factors – Interval
Fund Risk" and "– Liquidity Risk" in the Prospectus and "Conflicts of Interest" in the Statement of
Additional Information (the "SAI").

 2. Comment : On the cover page in the bullets, please add prominent statements to the effect that:

 a. Shareholders will bear substantial direct and indirect fees and expenses in connection with their investment.

 b. Private fund investments involve a high degree of business and financial risk that can lead to substantial
losses.

 -
 2 -
 July 22, 2025

 c. The Fund should be considered a complex investment and entails substantial risks and a prospective investor
should invest in the Fund only if the investor can sustain a substantial or complete loss of their investment.

 Response : The Fund will revise
the list of bullets on the cover page as follows:

 Investing in the Shares involves risks
that are described in the "Risk Factors" section of this Prospectus.

 • The Fund does not intend to list its Shares on any securities exchange during the offering period,
and the Fund does not currently expect a secondary market in the Shares to develop. Thus, an investment in the Fund may not be suitable
for investors who may need the money they invest in a specified timeframe.

 • You should not expect to be able to sell your Shares other than through the Fund's repurchase
offers, regardless of how the Fund performs. If you are able to sell your Shares, other than through the Fund's repurchase offers,
you will likely receive less than your purchase price.

 • Even though the Fund will offer to repurchase Shares on a quarterly basis, you should consider Shares
of the Fund to be an illiquid investment. There is no guarantee that you will be able to sell your Shares at any given time or in the
quantity that you desire.

 • The Shares are appropriate only for those investors who can tolerate risk and do not require a liquid
investment. See "Risk Factors – Interval Fund Risk" and "–
Liquidity Risk" in the Prospectus and "Conflicts of Interest" in the Statement of Additional Information (the "SAI").

 • You will bear substantial direct and
indirect fees and expenses in connection with your investment in the Fund.

 • The underlying Private Funds involve a high degree
of business and financial risk that can lead to substantial losses.

 • The Fund, the Subsidiary, and the underlying Private Funds may utilize borrowings and financial leverage
and significant risks may be assumed as a result. See " Risk Factors – Leverage Risk ."

 • The amount of distributions that the Fund may pay, if any, is uncertain .

 • The Fund may pay distributions in significant part from sources that may not be available in the future
and that are unrelated to the Fund's performance, such as from offering proceeds, borrowings, and amounts from the Fund's
affiliates that are subject to repayment by investors, if any .

 -
 3 -
 July 22, 2025

 • The Fund should be considered
a complex investment and entails substantial risk. You should invest in the Fund only if you can sustain a substantial or complete loss
of your investment.

 3. Comment : Please supplementally confirm that the Fund has disclosed the cost of each Private Fund
investment within the Schedule of Investments as required by Rule 12-12 of Regulation S-X.

 Response : The Fund confirms that
it has disclosed the cost of each underlying Private Fund in the Notes to the Financial Statements under "Restricted Securities."

 4. Comment : Please provide a legal analysis regarding whether the "arrangers" would meet
the definition of "investment adviser" under Section 2(a)(20) of the Investment Company Act and/or Section 202(a)(11) of the
Investment Advisers Act of 1940, as amended (the "Advisers Act").

 Response : Please refer to the response
to Staff comment #2 in the letter dated March 4, 2025 regarding the Staff's comments on the registration statement of Versus Capital
Real Estate Fund LLC. The Fund confirms that the same analysis applies to the Fund's use of any arrangers.

 5. Comment : Under "Prospectus Summary – Investment Management Fee," please revise
to disclose that the cost associated with the Fund's investments in Private Funds may be significant.

 Response : The Fund will add the following
disclosure under "Prospectus Summary – Investment Management Fee":

 To
the extent that the Fund invests in Private Funds, the Fund will be subject to the management fees, including asset-based fees and, in
some cases, performance fees, charged by the Private Funds on the portion of the Fund's assets invested in such Private Funds. The
fees and expenses associated with the Fund's investments in Private Funds may be significant.

 6. Comment : Please revise "Valuation Risk" to clearly and plainly disclose the following:

 a. The Adviser fair values the Fund's investment in Private Funds based on valuations provided by the
Managers of such Private Funds, which valuations may also be based on fair valuation procedures. These fair value determinations may prove
to be inaccurate.

 b. The fair value of Private Funds is subject to adjustment or revisions. If the Fund's NAV is adjusted
after a shareholder receives their shares upon purchase or receives repurchase proceeds in a repurchase offer, the adjustment will not,
in most cases, result in an adjustment to the number of shares received by the shareholder in a purchase or a shareholder's repurchase
proceeds in a repurchase offer; therefore, shares may be purchased or repurchased at a NAV that may later turn out to be incorrect.

 Response : The Fund will revise "Valuation
Risk" as marked below. The Fund believes that stating that the Fund's shares may be purchased or repurchased at a NAV that
may later turn out to be incorrect would be confusing to shareholders. For any fund that holds an investment that is fair valued, the
fund's NAV is a good faith estimate based on the information available on the date such NAV is determined; this is not unique to
the Fund or its investment in Private Funds.

 -
 4 -
 July 22, 2025

 • Valuation Risk. The value of the Fund's investments will be difficult to ascertain, and the
valuations provided in respect of the Private Funds, private debt investments and other private securities will likely vary from the amounts
the Fund would receive upon withdrawal, realization or other disposition of these investments. While the value of the Fund's publicly-traded
securities is more readily ascertainable, the Fund's ownership interest in Private Funds, private debt investments and other private
securities that are not publicly traded will depend on appraisers, pricing agents and other service providers, Arrangers, and Managers
to provide a valuation, or assistance with a valuation, of the Fund's investment. Any such valuation is a subjective analysis of
the fair market value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide only an
estimate of value.

 For information about the value of the Fund's
investment in Private Funds, the Adviser will be dependent on valuations or other information
provided by the Private Funds and Managers, including quarterly unaudited financial statements . Such valuations
may be based on fair valuation procedures and may prove to be inaccurate, which that, if
inaccurate, could adversely affect the Adviser's ability to value accurately the Fund's Shares. Moreover,
the valuation of the Fund's investment in a Private Fund, as provided by a Manager as of a specific date, may vary from the fair
value of the investment that may be obtained if such investment were sold to a third party.

 In addition, the valuations
of the Fund's investments in Private Funds, private debt investments and other private securities are subject to later adjustment
or revision. If the Fund's NAV is adjusted after a shareholder receives their Shares upon purchase or receives repurchase proceeds
in a repurchase offer, the adjustment will not, in most cases, result in an adjustment to the number of Shares received by the shareholder
in a purchase or a shareholder's repurchase proceeds in a repurchase offer.

 7. Comment : With respect to footnote 2 to the Summary of Fund Expenses table, please revise the footnote
to state, if true, that the fee waiver agreements will continue for so long as the investment management agreement is in effect.

 Response : The Fund will revise the
relevant disclosure under footnote 2 as follows:

 The Investment Management Fee is paid to the
Adviser at an annual rate of 1.00% of NAV, which accrues daily and is payable quarterly in arrears. To the extent the Fund utilizes a
Subsidiary, the Adviser contractually agrees to reduce the Investment Management Fee paid by the Fund in an amount equal to any management
fees it receives from a Subsidiary such that, for the collective net assets of the Fund and the Subsidiaries, the total Investment Management
Fee is calculated at a rate of 1.00%. Such waiver will continue for so long as the Investment Management
Agreement is in effect and may be terminated only upon approval by the Trustees of the Fund, including a majority of the Independent
Trustees. The Adviser will pay the Sub-Adviser from its Investment Management Fee. Pursuant to the sub-advisory agreement, Brookfield
is paid a sub-advisory fee by the Adviser that is assessed on a sliding scale from 0.35% down to 0.20% based on the average daily NAV
of the Fund's assets that are managed by Brookfield.

 -
 5 -
 July 22, 2025

 8. Comment : Please add disclosure under "Calculation of Net Asset Value" that addresses
adjustments or revisions to previously assigned values (e.g., as a result of an audit).

 Response : The Fund will revise the three paragraphs in the
subsection "Fair Valuation Methodology – Private Funds" under "Calculation of Net Asset Value" as follows:

 The
Board has adopted procedures pursuant to which the Valuation Designee typically will fair value
the Fund's investments in the Private Funds according to the value reported by each Private Fund's quarterly NAV statement.
 The Valuation Designee will also review this information for reasonableness based on its knowledge of
current market conditions and the individual characteristics of each Private Fund and may clarify or validate the reported information
with the applicable manager of the Private Fund. In certain circumstances, a Private Fund or its manager may provide information
on a Private Fund's NAV on a basis more frequent than quarterly (daily or periodically). A Private
Fund may provide a preliminary NAV that may differ from the Private Fund's final NAV. The Valuation Designee may rely on such preliminary
NAV and subsequently adjust the Fund's NAV based on the Private Fund's final NAV. In addition, the valuations provided by
the Private Funds may also be based on fair value valuation. The Private Fund's valuation and/or the Valuation Designee's
fair values may prove to be inaccurate. Incorrect valuations of the Private Fund could have an adverse effect on the Fund's NAV
and shareholder transactions in the Shares. See "Risk Factors – Valuation Risk."

 The
 Valuation Designee will also review
 this valuation information received
from a Private Fund or its Manager for reasonableness based on its knowledge of current market conditions and the individual
characteristics of each Private Fund and may clarify or validate the reported information with the applicable manager of the Private Fund.
If determined reasonable, the Valuation Designee may value the Fund's investment in such Private Fund according to this information
without further adjustments.

 The
Valuation Designee may conclude, in certain circumstances, that the information provided by any Private Fund or its manager does not represent
the fair value of the Fund's investment in a Private Fund and is not indicative of what actual fair value would be under current
market conditions. In those circumstances, the Valuation Designee may determine to value the Fund's investment in the Private Fund
at a discount or a premium to the reported value received from the Private Fund. Any such decision will be made in good faith by the Valuation
Designee, and will be reported to the Board's Valuation Committee at its next regularly scheduled quarterly meeting.

 9. Comment : In the subsection "Fair Valuation Methodology" in the section "Calculation
of Net Asset Value," please add disclosure, if accurate, that states that the Adviser fair values the Fund's investments in
Private Funds based on valuations provided by the Managers of the Private Funds, which valuations may also be based on fair value valuation.
One or both of these fair value determinations may prove to be inaccurate. Also add that incorrect valuations of Private Funds could have
an adverse effect on the Fund's net asset value and shareholder transactions in the Shares and include a cross-reference to the
risk disclosure.

 -
 6 -
 July 22, 2025

 Response : Please see the response to Comment 8
above.

 10. Comment : Explain the concept of duration and include a brief example in the prospectus ( e.g. , duration being a measure
of price sensitivity relative to interest rates).

 Response : The Fund will revise the
relevant disclosure under "Investment Objectives, Investment Strategies and Investment Features – Investment Strategy"
as follows:

 Many infrastructure loans are not rated
by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities
exchange. The amount of public information available with respect to any Infrastructure Loan may generally be less extensive than that
available for issuers of registered or exchange listed securities. The Fund may make non-U.S. investments, which may be denominated in
currencies other than the U.S. dollar. The Fund may invest without limit in securities that are below investment grade (commonly referred
to as "high yield" securities or "junk bonds") or securities that are unrated that the Adviser has determined
have similar characteristics as below investment grade securities. Th

CORRESP
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    ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

    February 23, 2024
    Chelsea Childs

    T +1 415 315 6374

    Chelsea.Childs@ropesgray.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Lauren Hamilton

 Re: Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) (the “Fund”)

Ladies and Gentlemen:

On February 23, 2024, Ms. Lauren Hamilton of
the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea M. Childs of Ropes & Gray LLP, counsel to the Fund, in connection with the Staff’s review of the Fund’s Registration
Statement on Form N-2.

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.

 1. Comment: The Staff reminds the Fund that it must include the consent of its independent accountant
as an exhibit to its Registration Statement.

Response: The Fund confirms that a
copy of the consent of its independent accountant will be included as an exhibit to the amendment to its Registration Statement filed
on February 26, 2024.

 2. Comment: Please explain supplementally the rationale for removing the last paragraph under “Calculation
of Net Asset Value – Fair Valuation Methodology – Private Debt Investments” in the Fund’s prospectus. Please
also confirm that the Fund understands it is required to comply with Rule 2a-5 under the Investment Company Act of 1940, as amended.

Response: The paragraph in question
described the Board’s oversight of, and reporting received by, the Valuation Designee, which the Fund determined was procedural
in nature and therefore not necessary to include in the prospectus disclosure. The Fund confirms that it understands it is required to
comply with Rule 2a-5.

  - 2 -
  February 23, 2024

* * * * *

If you have any questions or require any clarification concerning the foregoing,
please call me at 415-315-6374.

    Sincerely,

    /s/
    Chelsea M. Childs

    Chelsea M. Childs

    cc:

    Timothy Fete, Versus Capital Advisors LLC

    Sarah Clinton, Ropes & Gray LLP

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    ROPES & GRAY
    LLP

    PRUDENTIAL TOWER

    800 BOYLSTON STREET

    BOSTON, MA 02199-3600

    WWW.ROPESGRAY.COM

    November 27, 2023

    Chelsea Childs

    T +1 415 315 6374

    Chelsea.Childs@ropesgray.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Lauren Hamilton

 Re: Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) (the “Fund”)

Ladies and Gentlemen:

On November 17, 2023, Ms. Lauren Hamilton of
the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea Childs of Ropes & Gray LLP, counsel to the Fund, in connection with the Staff’s review of Amendment No. 3 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 November 9, 2023, and the Fund’s prior response letter, filed July 11, 2023 (the “Prior Response
Letter”).

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.

GENERAL

 1. Comment: The Staff notes that the Fund’s response to comment 3 in the Prior Response Letter
indicated that the Fund intends to comply with Rule 6-11 of Regulation S-X by incorporating into the Registration Statement audited financial
statements of the Predecessor Fund prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”),
including a schedule of investments, for the time periods prescribed by Rule 6-11. Please advise whether the Predecessor Fund’s
financial statements will be included in the next amendment to the Fund’s Registration Statement.

Response: Subject to ongoing discussions
with disclosure Staff and the Chief Counsel’s Office, the Fund anticipates that the Reorganization will occur after effectiveness
of the Registration Statement but before the Fund has commenced operations, at which time the Fund would include the Predecessor Fund’s
financial statements in an amendment to the Fund’s Registration Statement.

    - 2 -
    November 27, 2023

 2. Comment: The Staff notes the Fund’s response to comment 4 in the Prior Response Letter regarding
whether the financial statements of the Fund’s subsidiaries, if any, will be consolidated with those of the Fund. Please factor
IM Guidance Update 2014-11 into the Fund’s evaluation and this response.

Response: In general, the Fund will
look to U.S. GAAP, Regulation S-X, IM Guidance Update 2014-11 and other applicable accounting guidance to determine whether to consolidate
the financial statements of an entity with its own financial statements. In making such determination, the Fund will consider what financial
presentation is most meaningful and will most clearly exhibit the financial position and results of operations of the Fund. The Fund notes
footnote 15 in IM Guidance Update 2014-11 and confirms that it generally expects to consolidate the financial statements of any subsidiary with those of the Fund to the extent such subsidiary
is wholly-owned by the Fund, consistent with such IM Guidance Update and the no-action letter issued to Fidelity Select Portfolio (April 29, 2008).

 3. Comment: Please include the consent to the use of the Fund’s accountant’s report relating
to audited financial statements as an exhibit to the Registration Statement.

Response: The Fund confirms that it
will include such consent prior to requesting that the Staff declare the Registration Statement effective.

PROSPECTUS

Summary of Fund Expenses

 4. Comment: In accordance with Form N-2 Item 3, Instruction 10.f. thereunder please disclose in a
footnote to the fee table that Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

Response: The requested change will
be made. Please see Exhibit A to this letter showing changes to the Annual Fund Expenses table that the Fund will make in the next
amendment to its Registration Statement.

 5. Comment: Please include the disclosure required by Form N-2 Item 3, Instruction 10.g. thereunder
as it relates to Acquired Fund Fees and Expenses and any performance fees of underlying 3(c)(1)/3(c)(7) Funds or confirm that the Fund’s
disclosure complies with this requirement.

    -
    3 -
    November 27, 2023

Response: The requested change will
be made. Please see Exhibit A to this letter showing changes to the Annual Fund Expenses table that the Fund will make in the next
amendment to its Registration Statement.

 6. Comment: Please explain in correspondence how the Fund is in compliance with Form N-2 Item 3, Instruction
10.a. thereunder as it relates to Acquired Fund Fees and Expenses and any fees and expenses incurred indirectly by the Fund as a result
of investment of shares in 3(c)(1)/3(c)(7) Funds. Please consider revising the Fund’s disclosure to clarify that all required expenses
are captured.

Response: The Fund’s estimated
Acquired Fund Fees and Expenses line item includes Operating Costs incurred indirectly by the Fund as a result of investment in shares
of investment companies and certain 3(c)(1)/3(c)(7) Funds. The Fund’s estimated Acquired Fund Fees and Expenses excludes the Operating
Costs incurred by the Fund through its investments in Other Private Funds, which would not be investment companies for reasons other than
the exemptions in Sections 3(c)(1) and 3(c)(7). Please see Exhibit A to this letter showing changes to the Annual Fund Expenses
table that the Fund will make in the next amendment to its Registration Statement.

* * * * *

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:

Timothy Fete, Versus Capital Advisors LLC

Sarah Clinton, Ropes & Gray LLP

Exhibit A

SUMMARY OF FUND EXPENSES

The following table summarizes the expenses of the Fund and is intended to assist shareholders and potential investors in understanding the various costs and expenses that they will bear, directly or indirectly, by investing in the Fund. Each figure below relates to a percentage of the Fund’s daily NAV over the course of a year.

    Annual Fund Expenses (as a percentage of net assets attributable to Shares)

    	Investment Management Fee(1)

    1.00%

    	Other Expenses(2)

    0.73%

    	Acquired Fund Fees and Expenses(3)

    0.12%

    	Total Annual Fund Expenses

    1.85%

    (1)
    The Investment Management Fee is paid to the Adviser at an annual rate of 1.00% of NAV, which accrues daily and is payable quarterly in arrears. The Investment Management Fee shown above is estimated for the Fund’s current fiscal year. The Adviser will pay the Sub-Advisers from its Investment Management Fee. Pursuant to its sub-advisory agreement, Brookfield is paid a sub-advisory fee by the Adviser that decreases as assets under management increases. The fee is assessed on a sliding scale ranging from 0.35% down to 0.20% based on the average daily NAV of the Fund’s assets that are managed by Brookfield. Pursuant to its sub-advisory agreement, Lazard is paid a sub-advisory fee by the Adviser equal to 0.30% based on the average daily NAV of the assets of the Fund that are managed by Lazard.

    (2)
    “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year and include, without limitation, the Fund’s ongoing offering costs and fees and expenses of certain service providers. Actual fees and expenses may be greater or less than those shown. The Adviser has absorbed, and will not seek reimbursement from the Fund, the organizational expenses and initial offering costs.

    (3)
    Acquired Fund Fees and Expenses (“AFFE”) are based on estimated amounts for the Fund’s current fiscal year and include certain of the fees and expenses incurred indirectly by the Fund as a result of investment in shares of investment companies (including short-term cash sweep vehicles) and certain Private Funds. Although the Private Funds are not investment companies registered pursuant to the Investment Company Act, some of the fund structures may be 3(c)(1)/3(c)(7) Funds (which, for the avoidance of doubt, but for Section 3(c)(1) or 3(c)(7) would meet the definition of investment company under the Investment Company Act and not qualify for any other exemption) while others are Other Private Funds that would not be investment companies for reasons other than the exemptions in Sections 3(c)(1) and 3(c)(7). AFFE includes certain of the fees and expenses, such as management fees (including performance fees, where applicable), audit, and legal expenses (“Operating Costs”), incurred indirectly by the Fund through its investments in 3(c)(1)/3(c)(7) Funds (based on information provided by the managers of such 3(c)(1)/3(c)(7) Funds), but excludes the Operating Costs incurred by the Fund through its investments in Other Private Funds, if any that would not be investment companies for reasons other than the exemptions in Sections 3(c)(1) or 3(c)(7), if any. The contractual management fee rates associated with the 3(c)(1)/3(c)(7) Funds are estimated to range from approximately 0.75% to 1.75% per annum of the average NAV of the Fund’s investment in each 3(c)(1)/3(c)(7) Fund. Based on historic fees and expenses received by similar Private Funds, the Fund estimates that performance fees paid to 3(c)(1)/3(c)(7) Funds’ managers or their affiliates will range from 10% to 15% of any such 3(c)(1)/3(c)(7) Fund’s realized and, in certain cases, unrealized annual returns that are in excess of a minimum annual return ranging from 5% to 6% provided to the investors of such 3(c)(1)/3(c)(7) Funds before the manager might share in any returns. Any fees that are based on the performance of 3(c)(1)/3(c)(7) Funds may fluctuate over time, and future AFFE may be substantially higher or lower. The calculation of AFFE assumes investments in 3(c)(1)/3(c)(7) Funds of approximately 10% of the Fund’s net assets. These allocations may change substantially over time and such changes may significantly affect AFFE.

CORRESP
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    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

       VCA-2

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    ROPES & GRAY
    LLP

    PRUDENTIAL TOWER

    800 BOYLSTON STREET

    BOSTON, MA 02199-3600

    WWW.ROPESGRAY.COM

    August 18, 2023

    Chelsea Childs

    T +1 415 315 6374

    Chelsea.Childs@ropesgray.com

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 August 4, 2023, Ms. Lisa N. Larkin of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea Childs and Tyler Fang of Ropes & Gray LLP, in connection with the Staff’s review of (i) 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, and (ii) the Fund’s response letter dated July 11, 2023, submitted in response to oral comments provided by the
Staff regarding Pre-Effective Amendment No. 1 under the Securities Act and Amendment No. 1 under the Investment Company Act to the Fund’s
Registration Statement, filed June 14, 2023 (the “July Response Letter”).

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.

PROSPECTUS

Cover Pages

 1. Comment: The first paragraph on page (i) includes disclosure regarding the Fund’s repurchase
offers and includes a cross reference to the “Prospectus Summary – Quarterly Repurchase of Shares” section of
the Prospectus. Please also disclose on the cover page additional information regarding the Fund’s repurchase offers including:
(i) the anticipated intervals

    August 18, 2023

between deadlines for repurchase requests,
pricing, and repayment; and (ii) the anticipated timing of the initial repurchase offer.

Response: The Fund has revised the
above-referenced disclosure as follows:

Versus Capital Infrastructure Income Fund (the
“Fund”) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), as a non-diversified, closed-end investment management company that is operated as an interval fund. Shares of the
Fund will be continuously offered under the Securities Act of 1933, as amended (the “Securities Act”), and repurchased by
the Fund on a quarterly basis in an amount no less than 5% and not more than 25% of the Fund’s outstanding Shares, according to
the Fund’s repurchase policy established pursuant to Rule 23c-3 under the Investment Company Act. The
Fund’s initial repurchase offer is expected to occur on or about [ ], 2024. The time between the notification to shareholders and
the repurchase request deadline is expected to be approximately 30 days, but may vary from no more than 42 days to no less than 21 days.
Shares will be repurchased at the net asset value per Share determined as of the close of business typically as of the repurchase request
deadline, but no later than the 14th day after the repurchase request deadline. Payment pursuant to the repurchase will be made no more
than 7 days after such repurchase pricing date. See “Prospectus Summary – Quarterly Repurchases of Shares.”
The Fund has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

Prospectus Summary

 2. Comment: Regarding the Fund’s response to Comment #6 in the July Response Letter, please
confirm in correspondence which party or parties will provide consent to the Reorganization.

Response: Each of the Adviser, as sole
member of the Predecessor Fund, and the Board of Trustees of the Fund, when appointed, will be requested to provide consent to the Reorganization.

 3. Comment: Regarding the Fund’s response to Comment #6 in the July Response Letter, please
confirm in correspondence the percentage of the Predecessor Fund’s assets that will be transferred to the Fund in connection with
the Reorganization.

    - 2 -

    August 18, 2023

Response: The Predecessor Fund expects
to transfer 100% of its assets to the Fund except for any de minimis cash amounts to pay outstanding expenses.

 4. Comment: Please revise the “Concentration Risk” to align with Fund’s fundamental
policy regarding the percentage of its total assets the Fund may invest in a particular industry or group of industries.

Response: The Fund has revised the
above-referenced disclosure as follows:

Concentration Risk. The Fund will concentrate
its investments in infrastructure-related industries the infrastructure
industry and may focus its investments in one or more specific subset of infrastructure-related assets (e.g., regulated assets,
power and renewable energy assets, transportation assets, communications and digital infrastructure assets, social infrastructure assets).
As a result, the Fund’s portfolio is subject to greater risk and volatility than if investments had been made in a broader diversification
of asset types and industries. In addition to its concentration in infrastructure-related assets, the Fund may, from time to time, invest
a substantial portion of its assets in other particular asset types, industries, geographic locations or securities instruments. To the
extent that the Fund’s portfolio is concentrated in a property type, geographic location or securities instrument, the risk of any
investment decision is increased.

* * * * *

    - 3 -

    August 18, 2023

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

    - 4 -

CORRESP
1
filename1.htm

    ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

    July 11, 2023
    Chelsea Childs

T +1 415 315 6374

Chelsea.Childs@ropesgray.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Lauren Hamilton

    Re:
    Versus Capital Infrastructure Income Fund (File Nos. 333-238296 and 811-23569) (the “Fund”)

Ladies and Gentlemen:

On June 14, 2023, Ms. Lauren Hamilton of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea Childs of Ropes & Gray LLP, counsel to the Fund, in connection with the Staff’s review of Amendment No. 1 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 May 19, 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.

GENERAL

 1. Comment: Please confirm that the Fund will comply with the requirements of Form N-2 General Instruction
I to provide interactive data (XBRL) files.

Response: The Fund confirms.

 2. Comment: The Staff notes that the financial information required to be included in the Registration
Statement is incomplete. We may have further comments upon review of such information.

Response: The Fund acknowledges the
Staff’s comment.

 3. Comment: Please explain in correspondence the Fund’s analysis under Rule 6-11 of Regulation
S-X with respect to the Reorganization.

  July 11, 2023

Response: Rule 6-11 of Regulation S-X
applies to the acquisition of a “fund,” which is defined in Rule 6-11(a)(2)(i) to mean any investment company as defined in
Section 3(a) of the 1940 Act, any private fund that would be an investment company but for the exclusions provided by Sections 3(c)(1)
or 3(c)(7) of the 1940 Act, or any private account managed by an investment adviser. The Predecessor Fund is a “fund” under
Rule 6-11 because it would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act. Simultaneous
with the Fund beginning to accept offers to purchase shares, in connection with the Reorganization, the Predecessor Fund will transfer
substantially all of its portfolio securities to the Fund. Therefore, the Reorganization will constitute a fund acquisition for purposes
of Rule 6-11 and will meet the conditions of the investment test under Rule 6-11(b)(2)(ii). Accordingly, the Fund intends to comply with
Rule 6-11 by incorporating into the Registration Statement audited financial statements of the Predecessor Fund prepared in accordance
with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), including a schedule of investments, for the time periods
prescribed by Rule 6-11.

 4. Comment: Please explain in correspondence whether the financial statements of the Fund’s
subsidiaries, if any, will be consolidated with those of the Fund. If not, please explain why not.

Response: In general, the Fund will
look to U.S. GAAP, Regulation S-X and other applicable accounting guidance to determine whether to consolidate the financial statements
of an entity with its own financial statements. The Fund notes that it generally expects to consolidate the financial statements of any
subsidiary with those of the Fund to the extent such subsidiary is wholly-owned by the Fund, consistent with the no-action letter issued
to Fidelity Select Portfolio (April 29, 2008).

 5. Comment: Please explain in correspondence whether any of the loans held by the Fund will be unitranche
loans (aka co-lending arrangements). Last-out lenders bear a greater risk in exchange for receiving a higher interest rate. Please provide
disclosure in the Registration Statement and future notes to the Fund’s financial statements so that readers of the documents will
understand the risks associated with these investments. With respect to co-lending arrangements, please supplementally notify the Staff
of the following:

 a. Whether the Fund has any specific accounting policies it applies to co-lending arrangements;

 b. How the valuation of these investments will take into account the payment prioritization or payment waterfall;

 c. The impact of such arrangements on the calculation of interest income under the effective interest method;
and

 d. Whether any of the co-lenders under these arrangements are affiliated persons of the Fund.

      - 2 -

  July 11, 2023

Response:

The Fund will revise the disclosure to address
the risks associated with the investments identified. With respect to co-lending arrangements, the Fund notes as follows:

 a. Investments acquired via co-lending arrangements are generally expected to follow the income recognition
and valuation accounting policies applicable to the Fund’s other private debt investments.

 b. The Fund will engage qualified external valuation consultants to provide valuation information on a periodic
basis, which may include estimated valuation ranges and/or spot prices, valuation models and/or inputs used, as well as written investment
assessments. Valuation ranges and/or spot prices provided by the external valuation consultants will typically be model derived and may
utilize inputs such as comparable public market valuations, comparable transaction prices and/or discounted cash flow analyses along with
other relevant information such as assessed borrower credit quality and project specific financials. All private debt investment valuations
will consider the investment-specific terms including interest rate, contractual principal repayment priority and assessed credit quality.

 c. Interest income will be recorded on an accrual basis based upon the actual interest rate of the investment
and include the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased
are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized
cost of a debt investment represents the original cost, including origination fees and upfront fees received that are deemed to be an
adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any.

 d. None of the co-lenders under these arrangements are expected to be affiliated persons of the Fund. To
the extent that the Fund seeks to enter into co-lending arrangements with an affiliate in the future, the Fund would seek applicable exemptive
relief.

PROSPECTUS

Facing Sheet

 6. Comment: Please check the box indicating that the Fund is a new registrant.

Response: The Fund respectfully notes
that the instructions for the facing sheet in Form N-2 indicate that this box should be checked for registrants that are “registered
or regulated under the Investment Company Act for less than 12 calendar months preceding this filing.” Since the Fund filed its
Form N-8A on May 15, 2020, the Fund does not believe this box should be checked.

      - 3 -

  July 11, 2023

Summary of Fund Expenses

 7. Comment: Please confirm that the management fee, including any performance fee (if any), of any
wholly-owned subsidiary of the Fund will be included in the Management Fees line item and that the expenses of any wholly-owned subsidiary
will be included in the Other Expenses line item in the Fund’s fee table.

Response: The Fund confirms that it
will include the required disclosure, to the extent applicable, prior to requesting that the Staff declare the Registration Statement
effective.

 8. Comment: Please include the disclosure required by Form N-2 Item 3, Instruction 10.g. thereunder
as it relates to Acquired Fund Fees and Expenses and any performance fees of underlying Private Funds. The Staff notes that the financial
information required to be included in the fee table is incomplete. We may have further comments upon review of such information.

Response: The Fund confirms that it
will include the required disclosure, to the extent applicable, prior to requesting that the Staff declare the Registration Statement
effective.

* * * * *

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:

Timothy Fete, Versus Capital Advisors LLC

Sarah Clinton, Ropes & Gray LLP

      - 4 -

CORRESP
1
filename1.htm

    ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

    July 11, 2023
    Chelsea Childs

T +1 415 315 6374

Chelsea.Childs@ropesgray.com

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 June 14, 2023, Ms. Lisa N. Larkin of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) provided oral comments
to Chelsea Childs and Tyler Fang of Ropes & Gray LLP, in connection with the Staff’s review of Pre-Effective Amendment No. 1
under the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 1 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 May 19, 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.

PROSPECTUS

Cover Pages

 1. Comment: The first paragraph on page (i) includes disclosure regarding the Fund’s repurchase
offers. Please disclose in the Prospectus additional information regarding the Fund’s repurchase offers including: (i) the anticipated
intervals between deadlines for repurchase requests, pricing, and repayment; and (ii) the anticipated timing of the initial repurchase
offer. On the cover page, please include a cross-reference to the section of the Prospectus that discusses repurchase offers.

  July 11, 2023

Response: In response to the Staff’s
comment, the Fund will revise the disclosure on the cover page to include a cross-reference to the “Prospectus Summary –
Quarterly Repurchase of Shares” section of the Prospectus. The Fund respectfully notes that this section of the Prospectus contains
the requested information.

 2. Comment: The third paragraph on page (i) states: “Under normal market conditions, the Fund
seeks to achieve its investment objectives by allocating at least 80% of its net assets (plus the amount of any borrowings for investment
purposes) to income-oriented investments that provide exposure to infrastructure assets.” Please disclose in the Prospectus the
Fund’s policy on providing shareholders notice prior to any change to this 80% investment policy.

Response: In response to the Staff’s
comment, the Fund will revise the disclosure in the “Investment Strategy” section of the Prospectus to provide that the 80%
policy is not a fundamental policy of the Fund and may be changed by the Board without shareholder approval upon 60 days’ prior
notice to shareholders.

 3. Comment: Please add a second sentence to the first bullet on page (ii) that states: “Thus,
an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe.”

Response: The Fund will revise the
disclosure accordingly.

 4. Comment: The second bullet on page (ii) states: “If you are able to sell your Shares, other
than through the Fund’s repurchase policy, you will likely receive less than your purchase price.” Please confirm whether
there is a possibility for shareholders to sell their Shares other than through the Fund’s repurchase policy. If there is no such
possibility, please remove this disclosure.

Response: Although the Fund’s
Shares will not be traded on an active market and there is currently no secondary market for the Shares, the Fund confirms that a shareholder
may have limited ability to transfer or resell Shares pursuant to the provisions of the Fund’s Agreement and Declaration of Trust,
as amended from time to time. Accordingly, the Fund believes the current disclosure is appropriate.

 5. Comment: Please consider adding the following bullets to the list of bullets on page (ii), to the
extent applicable:

 • The amount of distributions that the Fund may pay, if any, is uncertain.

 • The Fund may pay distributions in significant part from sources that may not be available
in the future and that are unrelated to the Fund’s performance, such as from offering proceeds,
borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

      - 2 -

  July 11, 2023

Response: The Fund will revise the
disclosure to add the requested bullets.

Prospectus Summary

 6. Comment: The third paragraph on page 1 references the reorganization of the “Predecessor
Fund” with and into the Fund. In correspondence, please provide additional information related to the Reorganization, including
whether any exemptive relief is required in order to effect the Reorganization.

Response: The Predecessor Fund is a
Delaware limited liability company formed as a special purpose vehicle to acquire and hold portfolio securities that are expected to be
transferred to the Fund in connection with the Reorganization. The Predecessor Fund is excluded from the definition of “investment
company” under Section 3(c)(7) of the Investment Company Act. The Predecessor Fund’s sole member is Versus Capital Advisors
LLC (“Versus Capital”). The Predecessor Fund and the Fund are both managed by Versus Capital and have substantively identical
investment objectives, strategies, and the same Versus Capital portfolio managers.

The Fund anticipates that the Predecessor
Fund will reorganize with and into the Fund simultaneous with the Fund beginning to accept offers to purchase Shares. In connection with
the Reorganization, the Predecessor Fund will transfer substantially all of its assets to the Fund in exchange for Shares of the Fund
equal to the aggregate net asset value of Predecessor Fund shares. The Predecessor Fund will then distribute its Fund Shares to Versus
(the sole member of the Predecessor Fund), following which the Predecessor Fund will be dissolved, with the Fund being the surviving entity.

The Reorganization is expected to be effected
in reliance on GuideStone Financial, et al., SEC Staff No-Action Letter (Dec. 27, 2006) (the “GuideStone Letter”). Accordingly,
the reorganization will comply with the terms of paragraphs (b), (c), (d), (e), (f) and (g) of Rule 17a-7 and the provisions of Rule 17a-8
under the Investment Company Act (as these provisions apply to a reorganization involving an unregistered fund that is eligible to rely
on Rule 17a-8 and a registered investment company). The Fund confirms:

 i. the Fund will be a shell portfolio as of the time of the Reorganization;

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

      - 3 -

  July 11, 2023

 iii. the 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;

 iv. an independent evaluator will prepare a report for the Board’s consideration in assessing the value
of any Predecessor Fund’s assets for which market quotations are not readily available, that sets forth the fair value of each such
asset as of the valuation date for the Reorganization;

 v. the Predecessor Fund will transfer substantially all of its assets to the Fund in exchange for Shares
of the Fund, immediately following which the Predecessor Fund will distribute Shares of the Fund to the sole shareholder of the Predecessor
Fund;

 vi. the Fund will comply with the recordkeeping requirements described in the GuideStone Letter;

 vii. Versus, consistent with its fiduciary duties, will have disclosed to the Independent Trustees of the Fund
the existence of, and all the material facts relating to, any conflicts of interest between Versus and the Fund with regard to the Reorganization
to facilitate the ability of the Independent Trustees to evaluate and approve the Reorganization; and

 viii. Versus will bear the costs associated with the Reorganization.

 7. Comment: Please confirm in correspondence that the Fund will not issue preferred shares within
one year from the effective date of the Registration Statement. If the Fund plans to issue preferred shares within such timeframe, please
include appropriate disclosure regarding the preferred shares offering.

Response: The Fund confirms that it
does not expect to issue preferred shares within one year from the effective date of the Registration Statement.

 8. Comment: If not already addressed, please add disclosure regarding maturity and duration of the
Fund’s investments or state that there are no such parameters.

Response: In response to the Staff’s
comment, the Fund will revise the “Investment Strategy” section of the Prospectus to include disclosure with respect to the
fact that there is no limit on the maturity or duration of any individual security or other investment in which the Fund may invest.

      - 4 -

  July 11, 2023

 9. Comment: In the Investment Strategy section, please include a plain English explanation of what
is meant by the terms “inelastic” and “monopolistic characteristics with high barriers to entry.”

Response: The Fund will revise the
disclosure accordingly to describe what is meant by the relevant terms.

 10. Comment: In the Investment Strategy section, please consider revising the second sentence of the
second paragraph (beginning, “These investments will service . . .”) so that it is written in plain English.

Response: The Fund will revise the
disclosure accordingly.

 11. Comment: The Investment Strategy section refers to “co-investments” and “joint
ventures.” Please explain in correspondence what is meant by these investments and whether you believe any exemptive relief is required
in connection with such investments.

Response: The Fund respectfully notes
that the terms “co-investments and “joint ventures” as used in the Prospectus are not intended to refer to circumstances
where a registered fund and another fund with the same investment adviser (i.e., an affiliated person of the registered fund) make
side-by-side investments in a common portfolio investment. Rather, the term “co-investment” is intended to describe the Fund
investing directly or indirectly in a portfolio investment alongside one or more unaffiliated third parties, and the term “joint
venture” is intended to describe the Fund investing indirectly in a portfolio investment through a joint venture entity in which
the Fund and one or more unaffiliated third-parties each holds an interest. The Fund expects that any joint ventures and/or co-investments
into which it enters will be with unaffiliated third parties and has clarified the disclosure accordingly. To the extent the Fund seeks
to enter into such arrangements with an affiliate in the future, the Fund would seek applicable exemptive relief at that time.

 12. Comment: In the Investment Strategy section, please include disclosure explaining what is meant
by “different styles” of the Arrangers.

Response: The Fund will revise the
disclosure accordingly.

 13. Comment: In the Investment Strategy section, when using the term “below investment grade,”
please also include the term “high yield” for investor clarification purposes.

Response: The Fund will revise the
disclosure accordingly.

      - 5 -

  July 11, 2023

 14. Comment: The Staff notes that the Fund may make portfolio investments through one or more subsidiaries.
With respect to the subsidiaries:

 a. Please disclose that any investment adviser to the subsidiary complies with the provisions of the Investment
Company Act relating to investment advisory contracts under Section 15 as if it were an investment adviser to the Fund under Section 2(a)(20)
of the Investment Company Act. Any investment advisory agreement between a subsidiary and its investment adviser is a material contract
that should be included as an exhibit to the Registration Statement. If the same person is the adviser to both the Fund and the subsidiary,
and for purposes of complying with Section 15(c), the reviews of Fund’s and the subsidiary’s investment advisory agreements
may be combined.

Response: The Fund respectfully disagrees
with the Staff’s position that a subsidiary’s investment advisory agreement is required to comply with the provisions of Section
15 of the Investment Company Act, as a subsidiary is not a registered investment company under the Investment Company Act. However, solely
for purposes of avoiding any potential delay in having the Registration Statement declared effective, the Fund confirms that the investment
adviser to a subsidiary that is wholly-owned by the Fund voluntarily will comply with the provisions of the Investment Company Act relating
to investment advisory contracts set forth in Section 15 of the Act, and that such an investment advisory agreement would be filed as
an exhibit to the Registration Statement.

 b. Please explain in correspondence whether the financial statements of the subsidiaries will be consolidated
with those of the Fund. If not, please explain why not.

Response: In general, the Fund will
look to U.S. Generally Accepted Accounting Principles, Regulation S-X, and other applicable accounting guidance to determine whether to
consolidate the financial statements of an entity with its own financial statements. The Fund notes that it generally expects to consolidate
the financial statements of any wholly-owned subsidiary with those of the Fund, consistent with the no-action letter issued to Fidelity
Select Portfolio (April 29, 2008).

 c. Please confirm in correspondence that the subsidiary and its board of directors will agree to inspection
by the Staff of the subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company
Act and the rules thereunder.

Response: The Fund confirms that if
a subsidiary is wholly-owned by the Fund, such subsidiary and its board of directors (if any) will agree to inspection by the Staff of
the subsidiary’s books and records, which
will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.

      - 6 -

  July 11, 2023

 15. Comment: In the Portfolio Contents section, please revise the following sentence so that it written
in plain English: “They typically have maturities of 5-7 years, with floating rate and limited amortization debt service structures.”

Response: The Fund will revise the
disclosure accordingly.

 16. Comment: In the Infrastructure-Related Companies Risk disclosure, please explain in plain English
what is meant by “concession agreements with governments.”

Response: The Fund will revise the
disclosure to explain that concession agreements are agreements between a government and a private company in which the company is granted
rights to operate, maintain, or develop specific assets for an agreed-upon period in exchange for fees.

 17. Comment: Please consider streamlining the “Loan-Related Investment Risk” and “Loan
Assignment and Participation Risk” disclosures.

Response: The Fund has reviewed the
disclosure in light of the Staff’s comment and believes that it remains appropriate.

 18. Comment: Please consider streamlining the “Private Placement Risk” and “Privately
Placed Securities Risk” disclosures.

Response: The Fund will revise the
disclosure accordingly.

 19. Comment: The Staff notes that the “Subsidiary Risk” disclosure states: “Such
Subsidiaries would likely not be registered as investment companies under the Investment Company Act and therefore would not be subject
to all of the investor protections of the Investment Company Act.” Please consider whether the statement needs to be clarified in
light of the above comments.

Response: Please refer to the Fund’s
responses to Comment #14 above. The Fund does not believe