| Vadim Avdeychik |
| (212)318-6054 |
| vadimavdeychik@paulhastings.com |
July 12, 2016
Ms. Anu Dubey
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File No.: 811-23157
Dear Ms. Dubey:
On behalf of the Registrant, in response to your comments, the Registrant represents that it will revise the relevant language in the Dear Shareholder letter, to read: “In the event the Reorganizations are not approved, but the SP Investment Team Transaction closes and the Sub-Advisory Agreement between each of BOI and SIMNA and HTR and SIMNA is approved, SIMNA will act as the sub-adviser to each of BOI and HTR. Furthermore, the approval of the Sub-Advisory Agreement is not contingent on the Reorganizations.”
Furthermore, we confirm that, upon the Registration Statement filed on form N-14 being declared effective by the Commission, the Registrant will file a POS-EX filing to add a revised opinion and consent of Venable LLP, deleting provision number 5 under “In expressing the opinion set forth below, we have assumed the following”.
We request that we be notified of such effectiveness by a telephone call to Vadim Avdeychik of Paul Hastings LLP at (212) 318-6054.
Very truly yours,
/s/ Vadim Avdeychik |
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Vadim Avdeychik |
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for PAUL HASTINGS LLP |
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cc: Michael R. Rosella |
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July 12, 2016
Ms. Anu Dubey
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File No.: 811-23157
Dear Ms. Dubey:
Pursuant to Rule 461 under the Securities Act of 1933, we hereby request that the effective date of the above-referenced Pre-Effective Amendment No.1 to the Registrant’s Registration Statement on Form N-14 (“Pre-Effective Amendment”) be accelerated so that the Pre-Effective Amendment may be declared effective on July 12, 2016, or as soon thereafter as practicable.
Thank you for your consideration of this request. Should questions arise in connection with this request, please call Vadim Avdeychik of Paul Hastings LLP at (212) 318-6054.
Very truly yours,
Brookfield Real Assets Income Fund Inc.
/s/ Brian Hurley |
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Brian F. Hurley |
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President |
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