July 13, 2023
VIA E-MAIL
Brian F. Hurley, Esq.
Brookfield Asset Management Inc.
Brookfield Place, 250 Vesey Street
New York, NY 10281-1023
Re: Brookfield Infrastructure Income Fund, Inc.
File Nos. 333-272606, 811-23863
Dear Mr. Hurley:
On June 12, 2023, Brookfield Infrastructure Income Fund, Inc. (the
Fund ) filed a
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 ). We have reviewed the filing and our comments are set forth
below. All capitalized
terms not otherwise defined herein have the meaning given to them in the
Registration Statement.
References to item and instruction numbers in this letter, unless otherwise
specified, are to items
and instructions in Form N-2.
GENERAL COMMENTS
1. We note that the Registration Statement is missing information and
exhibits and contains
numerous sections that indicate that they will be added, completed or
updated by
amendment. We may have additional comments on such portions when you
complete them
in a pre-effective amendment, as well as on disclosures made in response
to this letter, on
supplemental information provided, or on exhibits filed with any
pre-effective amendment.
2. Where a comment is made with regard to disclosure in one location, it is
applicable to all
similar disclosure appearing elsewhere in the Registration Statement.
Please make all
conforming changes.
3. In addition to the exemptive orders previously applied for by the
Adviser, its affiliates and
the Fund, and currently pending, and which you represent that the Fund
will rely upon
(e.g., multi-class, co-investment and advisory fee exemptive relief),
please advise whether
the Fund intends to rely on any additional application(s) for exemptive
or no-action relief
in connection with the Registration Statement, and if so, the anticipated
timing of any
applications or requests for relief.
4. 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
Brian F. Hurley
July 13, 2023
Page 2
such materials.
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 debt securities or preferred shares within a year from the
effectiveness of the
Registration Statement, please include additional disclosures of risks to
stockholders in the
event of a preferred shares or debt offering. Please also consider the
impact such issuance
may have on other disclosures, such as the Fee Table and revise
throughout as appropriate.
The disclosure indicates that proceeds from the offering of Shares will
be held by the
custodian and available to make Portfolio Investments, and that the Fund
generally expects
to invest such proceeds under normal circumstances within three months of
receipt. Please
clarify in the disclosure: (1) whether prospective investors will be able
to rescind their
orders, applications, or subscriptions for Shares prior to acceptance,
and recoup their
investment proceeds and, if so, whether they will receive interest; and
(2) whether
prospective investors whose orders, applications or subscriptions are
rejected will receive
interest on their returned investment proceeds. Further, the disclosure
in
the Prospectus is unclear as to whether the Fund will conduct daily or
monthly closings
(see comment 3 below). If closings are intended to occur monthly, please
also clarify
whether the Fund will have control or access to proceeds from the
offering Shares money
prior to acceptance.
Section 23(c) of the 1940 Act generally provides that no registered
closed-end company
shall repurchase its securities except through repurchases made on an
exchange, pursuant to
tenders, or under such other circumstances as the Commission may permit.
Rule 23c-2
under the 1940 Act provides that if less than all outstanding securities
of a class or series
are to be repurchased, the repurchase must be made in a manner as will
not discriminate
unfairly against any stockholder. We note that the disclosures on pages
87 and 92 of the
Prospectus, under the headings Mandatory Redemptions include
multiple bullet points
describing various bases upon and reasons for which the Fund may
determine to
repurchase Shares without the consent of a stockholder. However, the
disclosures on
pages 28 and 56 of the SAI, under the heading Mandatory Redemption ,
merely state that
the Fund, if permitted, may require compulsory repurchase of all or any
part of the Shares
of any stockholder for any reason and at any time. With regard to these
disclosures
throughout the Registration Statement: (i) please delete the specific
basis for mandatory
repurchases due to the holding of Shares by a stockholder that may be
harmful or
injurious to the business or reputation of the Fund, the Board or
[Brookfield] or any of its
affiliates" or (ii) if retained, please explain to the staff in
supplemental correspondence how
the Fund intends to apply this basis, as well as all other bulleted bases
for mandatory
repurchases, in a fair and otherwise non-discriminatory manner, and how
such mandatory
repurchases will be in accordance with the 1940 Act, the Fund's Charter
or other governing
documents. In addition, please conform the disclosures regarding
mandatory redemptions
in the Prospectus and in the SAI to be consistent, including, as
applicable, by describing
them as repurchases and not redemptions.
Brian F. Hurley
July 13, 2023
Page 3
PROSPECTUS
Cover page
8. Under the heading Investment Strategies , for purposes of
disclosure of the 80% Policy
and/or concentration policy, as applicable (and also relating to
content beginning on
pages 2 and 22 of the Prospectus and on page 1 of the SAI), and to aid
investors
understanding of the scope and implementation of the Fund s
investment objective:
a. Please clarify that an investment is considered located in a particular
jurisdiction/country
if the investment is made in that country s currency (whether or not
an OECD member
country).
b. Regarding how the Fund defines the term infrastructure at the
outset (which serves as
the underpinning for several other defined terms relative to the Fund
s 80% Policy and
concentration policy), please provide further detail and explanation,
such as specific
examples, of what constitutes infrastructure .
c. The definition of Infrastructure Investment is proposed to
encompass any investment
that, at the time of investment, does not meet the Infrastructure
Investment Threshold, but
which, under normal market conditions or upon reaching scale, could
reasonably be
expected to meet the Infrastructure Investment Threshold . Please
delete this phrase, or if
retained, provide a justification to the staff supplementally of the
Adviser s rational and
process for counting an asset toward satisfaction of the 80% Policy
when at the time of
investment the asset is outside the parameters of the Fund s 80%
Policy, and for which
there is no time limit or constraint as to when, if ever, the asset
will come within the
parameters of the 80% Policy under normal market conditions. Please
describe the
Adviser s process or policy for removing an asset from counting
toward the 80% Policy if
it fails to reach scale to meet the Fund s defined Infrastructure
Investment Threshold.
d. Regarding the Private/Liquid Target Allocations and associated
terms Private
Portfolio and Liquid Portfolio : (i) as there may be varying
levels of liquidity (e.g.,
highly liquid, moderately liquid, less liquid, etc.) among public
equity or debt securities,
using the blanket term Liquid Portfolio could potentially mislead
investors as to the
actual liquidity (and associated risks) of this segment of the Fund s
portfolio please
consider using throughout the Registration Statement an alternate
defined term for this
segment of the portfolio (such as Private Portfolio ), or
supplementally provide your
rational for why applying the term liquid to describe all type of
public securities is
appropriate; and (ii) please clarify whether the 90%/10% private/public
target allocation
for Infrastructure Investments applies with respect to the Fund s
entire portfolio, or only
in respect of the portfolio subject to the 80% Policy.
e. Regarding references to the Fund s fundamental concentration policy
(and the explanation
of such policy on pages 42-43 of the SAI): (i) please clarify in the
Prospectus disclosure
how the Fund classifies infrastructure as an industry, and
whether the Fund will
concentrate on the industry broadly, or focus on any particular
sub-categories of the
industry; (ii) specific to the SAI disclosure, please clarify whether
reference to the S&P
500 Index relates to how the Fund may determine if an investment is
within the
infrastructure industry , and if so, which specific index (or
indices) among the many
S&P index offerings may be used to make this determination; and (ii)
please describe in
correspondence the Adviser s rationale (at times when the Adviser may
select its own
reasonable industry classification to apply on the Fund s behalf) for
not relying on
Brian F. Hurley
July 13, 2023
Page 4
independent third party classifications (e.g., S&P, Bloomberg, etc.),
and its process for
determining fair and reasonable alternative industry classifications.
9. Please add disclosure to footnote 1 of Offering Table (and also
footnote 1 to the Fee Table
in the Prospectus) indicating that any commissions or other forms of
compensation paid to
a broker or financial intermediary on sales of Class D Shares are not
reflected in the tables
and examples, as applicable.
10. At the end of the Leverage paragraph, please cross reference to
sections of the
Prospectus discussing the Fund s use of leverage and associated
risks of leverage.
11. In the third bullet pointed risk on the Cover Page, and elsewhere in
the Prospectus, the
disclosure states that the Fund may pay distributions from sources
other than cash flow
from operations, including proceeds from the offerings of Shares.
Please confirm to the
staff that the Board has approved the use of offering proceeds for
this purpose.
12. Under the heading Website Disclosure , below the Table of
Contents, please rephrase the
last sentence of this paragraph to avoid any implication that the Fund
s website, rather
than its Prospectus, as amended, is the primary source for current,
material information
about the Fund.
Summary
13. Please qualify and clarify certain statements in the section entitled
Benefits of Investing
in Private Infrastructure (Page 1), as follows:
a. References to benefits should be qualified to read potential
benefits;
b. Explain how visibility through market cycles provides downside
protection (and qualify
the statement to refer to potential downside protection);
c. State that revenues may grow with inflation;
d. As the Fund will hold itself out as a non-diversified fund, refrain
from touting the benefits
of diversification in reference to the Fund to avoid investor
confusion;
e. Clarify that correlation of private infrastructure relative to other
asset classes is based on
historically low correlation (i.e., no assurance that low correlation
will persist in the
future).
14. Under Benefits of Investing in Private Infrastructure you
suggest the Fund will invest in
mature cash-producing assets with contracted or regulated revenues.
Please revise your
strategy disclosure throughout to more clearly identify the types of
investments the Fund
will principally make. In this regard, disclosure on page 23 under
Portfolio
Composition , states that a majority of the Private Portfolio s
equity investments are
expected to be operational with limited development or greenfield
exposure, while the
debt investments are expected to be performing loans . It is unclear
whether the Fund will
invest in greenfield, distressed or non-performing assets as part of
its strategy. It is
similarly unclear what sector, geographies and risk profiles the Fund
will target. Please
revise the disclosures in the Summary and Investment Objectives and
Strategies sections
to address these matters, including, if known, allocation ranges.
15. Statements in the sections entitled Market Opportunity and
Who May Want to Invest
Brian F. Hurley
July 13, 2023
Page 5
in the Summary (pages 1-2) may be potentially misleading to investors
absent further
balance and qualification. These include, for example, a compelling
investment
opportunity , opportunity set continues to rise to
unprecedented levels , high quality
investments , and similar statements reflecting Brookfield s beliefs
as to the benefits of
investment. Please rephrase and qualify such assertions further by
inserting terms such as
potentially , may or similar qualifiers.
16. In the Section of the Summary entitled Investment Strategy and
Guidelines (page 2)
(and corresponding sections in the main body of the Prospectus), please
provide a brief
discussion in the Summary, and a more fulsome discussion in the main
body of the
Prospectus, regarding the investment process implemented by the Adviser
(and Sub-
Adviser as applicable) to achieve the Fund s investment objective.
This discussion should
include the manner of sourcing and diligence of potential Portfolio
Investments, methods
for selecting Infrastructure Investments for investment by the Fund, and
ongoing diligence
and monitoring of Infrastructure Investments performance and
adherence to the Fund s
investment objective over time.
17. Please clarify and correct if necessary the descriptions of assets under
management in the
descriptions of the Adviser and Sub-Adviser on Page 4 of the Summary
(and page 75 of
the Prospectus). BAM is described as having assets under management of
$750 billion,
while the disclosure of the Sub-Adviser, an affiliate of BAM, states
that the Sub-Adviser
and its affiliates had approximately $22 billion assets under
management.
18. Please confirm supplementally that the term of the Expense Limitation
and
Reimbursement Agreement will not terminate until at least one year after
the effectiveness
of this Registration Statement.
19. The Use of Leverage section (page 7 of the Summary, and
Leverage section at page
25 of the Prospectus), includes disclosure that the 1940 Act
generally prohibits the Fund
from engaging in most forms of leverage unless the Fund has
satisfied the asset
coverage test . Although asset coverage requirements continue to
apply to borrowing
and issuances of preferred stock by closed-end funds, please revise this
disclosure to be
consistent with the fact that certain other types of senior securities
listed in the disclosure
(e.g., derivatives, short sales, etc.) are no longer subject to asset
coverage requirements,
but rather, subject to the requirements of Rule 18f-4.
20. Please consider streamlining and cross-referencing certain of the
multiple and identical
recitations of the terms of the Expense Limitation and Reimbursement
Agreement, which
in the current version of the Registration Statement appear in footnote
2 of the offering
table in the Cover Page, twice in the Summary (pages 5 and 9), in
footnote 8 to the Fee
Table (page 20), and again on pages 48, 75 and 77 of the Prospectus.
21. Please remove the word their from the following sentence in the
Sales Load and Dealer
Manager Fees section of the Summary (page 10) (or otherwise clarify
the statement to
reflect reference to their clients purchasing Class T Shares of the
Fund): Selling Agents
typically receive the sales load with respect to the Class T Shares
purchased by their
stockholders. Also, in the following section of the Summary, the last
sentence of that
section is repeated twice.
Brian F. Hurley
July 13, 2023
Page 6
22. Regarding the proposed minimum investment thresholds for Class D and
Class T Shares
(Summary, page 11), please explain supplementally why it is appropriate
for the
Distributor to unilaterally modify or waive the minimum investment
requirement without
Board consideration or approval, and provide examples of the types of
vehicles controlled
by Brookfield and its affiliates employees for which such waivers or
modifications are
contemplated.
23. Please confirm in correspondence to the staff that the Fund does not
intend to invest more
than 15% of its net assets in hedge funds, private equity funds or other
private funds that
are excluded from the definition of investment company by Section
3(c)(1) or Section
3(c)(7) of the 1940 Act.
24. In the Summary section (page 18), please cross-reference the disclosure
of risks relative to
Anti-Takeover Provisions to the disclosure regarding the Corporate
Charter in the
Prospectus (pages 93-95).
25. In the Summary section (page 18), please clarify the reference to
third party interests in
the Fund relative to potential dilution risk attributable to payment of
Management and
Incentive Fees in Shares. Is this referring to stockholders, or other
parties in interest (and
if so, which parties other than stockholders may be diluted, and how)?
Summary of Fund Expenses Table (page 20)
26. Please clarify in the narrative preceding this table that the expenses
are estimated as of the
end of the Fund s initial year of operations, and disclose the assumed
level of net assets
upon which such assumptions are based as of the end such period.
27. Footnote 1 to the table discloses that Class T Shares are subject to a
maximum sales load
and dealer manager fee, whereas the table itself reflects none in
the column for Class T
Shares. Please correct the discrepancy.
28. Please further clarify the disclosure in footnote 3 to the Table to
reflect that the voluntary
waiver of its Management Fee by the Adviser is separate from the fee
waivers and
expense reimbursements provided for by the Expense Limitation and
Reimbursement
Agreement. Also, please cross-reference the description of this
voluntary waiver of the
Management Fee (in footnote 3 and on SAI page 48) in the disclosures of
the Advisory
Agreement in the Summary (page 5) and main body of the Prospectus (page
75).
29. Please confirm in correspondence that the final table will reflect the
Incentive Fee for the
initial year of Fund operations to be 0% (while retaining the
description of the Incentive
Fee in footnote 4 to apprise investors that such fee will be assessed by
the Fund).
30. In footnote 6 to the fee table, please describe if the Fund anticipates
any expenses
associated with leverage, in addition to interest on borrowing, which
are expected to be
incurred by the Fund in its initial year of operations.
31. Regarding footnote 7 to the table, please add explanatory disclosure to
distinguish the
0.25% shareholder servicing fee description, which appears to be
included among the
Fund's "Other Expenses", from the defined term "Servicing Fee" that is
excluded from the
Brian F. Hurley
July 13, 2023
Page 7
Fund's "Specified Expenses" as described in footnote 8 to the table in
reference to the
Expense Limitation and Reimbursement Agreement.
32. Regarding the definition of Specified Expenses , and given the
lengthy explanation of the
types of expenses excluded from that definition, please provide
examples in the disclosure
of expenses incurred in the business of the Fund (in addition to
organizational and offering
costs) that are included as Specified Expenses .
Use of Proceeds (page 22)
33. In this section of the Prospectus, the disclosure states that the Fund
will conduct monthly
offerings of its Shares, and in the Valuation section (page 87), the
disclosure indicates
NAV will be determined monthly and quarterly. However, in the Plan of
Distribution
(pages 79-84) section of the Prospectus, the disclosure suggests in
several places that
Shares are offered daily at NAV. Please clarify and confirm throughout
the Registration
Statement the timing and frequency of the Fund s offerings of its
Shares, and the
corresponding determinations of NAV.
Investment Objectives and Strategies (pages 22 - 24)
34. The disclosure in the section entitled Investment in Private
Infrastructure Assets (page
23) refers to the Fund seeking to provide diversified exposure
to private infrastructure
investments. Similar to comment 12.d. above, please re-phrase in order
to avoid investor
confusions in light of the fact that the Fund intends to operate as a
non-diversified fund.
35. In the second paragraph under the heading Investment in Public
Securities (page 23),
please remove reference to restricted or private securities as a
component of the Liquid
Portfolio, or if you believe such securities are appropriately
identified as liquid, clarify in
correspondence how investments in restricted or private securities
will provide short-term
liquidity to the Fund.
Leverage (page 25)
36. Disclosure in the Leverage section indicates that the Fund may
utilize one or more
subsidiaries to obtain leverage. With respect to any such subsidiary
so utilized by the
Fund:
a. Provide additional disclosure if it is anticipated that any subsidiary
s principal
investment strategies or principal risks will differ from that of the
Fund;
b. 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 1940 Act and the rules
thereunder;
c. Confirm in correspondence that, to the extent a subsidiary is a
foreign entity, the
subsidiary and its board of directors will agree to designate an agent
for service of
process in the United States;
d. Confirm in correspondence that, for any wholly-owned Subsidiary, its
management
Brian F. Hurley
July 13, 2023
Page 8
fee (including any performance or incentive fee) will be included in
Management
Fees, and the Subsidiary s expenses will be included in Other
Expenses , in the
Fund s fee table; and
e. Confirm in correspondence that the financial statements of any
subsidiary wholly-
owned or controlled by the Fund will be consolidated with those of the
Fund, or if
not, please explain why.
Risks (page 27)
37. The fourth paragraph under the heading Highly Competitive Market
for Investment
Opportunities appears to be misplaced or in need of its own
heading, as it discloses risk
factors apposite to portfolio investing outside the Unites States
(e.g., currency and
exchange rate risks).
38. Please revise Risks Associated with Investments in Infrastructure
Securities to provide
examples of the types of specific market conditions [that] may
result in occasional or
permanent reductions in the value of the Portfolio Investments.
39. ESG Risks (page 34). This disclosure refers to the Adviser s
methods with respect to
ESG issues as described in this Prospectus. However, there
appears to be no such
discussion in the Prospectus or SAI as to any such methods undertaken
by the Adviser
with respect to ESG. Please remove this risk factor, or add
disclosure describing the
Adviser s methods relative to ESG issues and tying it to applicable
ESG risks presented
by the Portfolio Investments.
40. The section on pages 46-47 of the Prospectus entitled Valuations
is presented as part of
the Risks section, but appears to be misplaced, as it contains
no disclosure as to risks
associated with valuation of Portfolio Investments, but rather recites
valuation practices
and procedures as are disclosed elsewhere in the Prospectus and SAI.
Consider
replacing this content with a disclosure of risk factors specific to
valuing Infrastructure
Investments and other Portfolio Investments, and/or moving this
content (to the extent
not duplicative of content elsewhere) to a section of the Prospectus
disclosing valuation
policies and procedures.
41. The paragraph entitled Expedited Transactions on page 47 of the
Prospectus is
duplicative and identical to risk disclosure under same heading
presented on page 44.
Please delete one of these disclosure paragraphs.
42. The disclosure on page 50 indicates the Fund may guarantee the
obligations or other
liabilities of Portfolio Investments, co-investment vehicles and/or
affiliates of the Fund.
Please tell us the circumstances under which the Fund may enter into
such guarantees and
how the Fund will do so consistent with applicable law, including
Sections 17 and 18 of
the 1940 Act. Provide similar analysis for the provision of credit
support, which is
referenced in the same paragraph.
Conflicts of Interest (pages 57-74)
43. In the fourth paragraph under Conflicts of Interest on page 57,
please add the phrase
Brian F. Hurley
July 13, 2023
Page 9
and other applicable federal securities laws to the end of the
second sentence.
44. At various places with the disclosures of conflicts, from pages 68 to 73
of the Prospectus,
reference is made PSG and Oaktree -- presumably affiliates of
the Adviser and Sub-
Adviser, but not identified or defined elsewhere in the Prospectus.
Please further clarify
the identities of PSG and Oaktree and the nature of their
affiliation with the Fund in
the Conflicts of Interest section of the Prospectus.
45. The last paragraph on page 70 of the Prospectus makes reference to
[T]he list of
Operating Expenses included in the Articles of Incorporation and this
Prospectus....
However, neither the Articles of Incorporation nor Bylaws filed
initially as Exhibits to
the Registration Statement contain a listing of operating expenses.
Operating Expenses
is not a defined term in the Prospectus, although the term Other
Expenses is a line item
with footnote disclosure in the Fee Table. Please clarify the disclosure
in this regard.
Management of the Fund (pages 75-77)
46. Please remove from the definition of Fund Income (page 76, Summary
page 5, and SAI
page 48) reference to certain returns of capital . In supplemental
correspondence,
please describe what other types of distributions received by the Fund
are intended to be
included within the definition of Fund Income . Depending on your
responses, we may
have additional comments.
47. Please add a graphical representation demonstrating the calculation and
operation of the
Incentive Fee based on Fund Income.
Repurchases (page 85; Summary page 6; SAI page 55)
48. The disclosure provides that if the Fund does not have adequate
liquidity to fund a tender
offer, the Fund may choose to pay tendering stockholders with a
promissory note,
payable in cash up to 30 days after expiration of the tender offer
period. This procedure
as described does not appear consistent with Rule 13e-4(f)(5) under the
Securities
Exchange Act of 1934. See Section II.D of Commission Release No.
34-43069 (July 31,
2000). Please revise to state that in all cases tender offer proceeds
will be paid no later
than 5 business days after the expiration of the tender offer period.
49. In this section, please disclose whether stockholders will have the
ability to withdraw or
modify repurchase/tender requests. If they will, please disclose how
they may do so.
50. Please confirm in supplemental correspondence whether the Board
anticipates potentially
offering to repurchase Shares at a discount to NAV, or at any price
other than NAV as of
an applicable tender offer valuation date. If so, include disclosure in
the Registration
Statement of the circumstances under which the Fund would offer to
repurchase Shares at
a price other than NAV.
51. Please confirm in supplemental correspondence whether the Board
anticipates, following
the commencement of a tender offer for the repurchase of Shares,
suspending, postponing
or terminating such offer in certain circumstances. If so, the
disclosure should reflect that
the Fund may terminate an offer only upon the occurrence of conditions
as specified at
Brian F. Hurley
July 13, 2023
Page 10
the outset of the offer that are objectively verifiable and outside
the control of the Fund or
its agents or affiliates.
52. Please explain supplementally how, in the event no tenders are
conducted by the Fund at
all, the Fund will be able to continue to rely upon the exemption
from FINRA Rule 5110,
and if not, whether at such time the exemption becomes unavailable,
it will be required to
cease the public offering of its Shares pending completion of FINRA
s review of its
offering pursuant to Rule 5110. If so, the potential cessation of the
continuous offering
of Shares should be disclosed.
Description of Shares (page 90)
53. Please remove the reference to Maryland General Corporation Law from
the first
paragraph. If there are provisions of applicable law that may have a
material impact on
the Shares or your investors, summarize the provisions in your
Prospectus. Similarly,
instead of qualifying disclosure with except as provided in the
Charter and any multiple
class plan adopted by the Fund , revise to describe all material
features associated with
the Shares directly in the Prospectus.
ACCOUNTING COMMENTS
General
54. We note that portions of the filing, including the seed financial
statements, are incomplete
or need to be updated by amendment. 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 pre-effective amendments.
Consolidated Subsidiaries
55. Please confirm that to the extent the Fund intends to engage in business
through
subsidiaries, these will be wholly owned and consolidated.
Formation Transactions
56. Please confirm if the Fund anticipates entering any form of portfolio
formation
transactions in advance of going effective.
Expense Limitation and Reimbursement Agreement
57. In footnotes defining the scope of the ELRA, please clarify the basis
for the recapture of a
Specified Expense in the same year as it is incurred and remove or
modify the reference
to extraordinary expenses being determined in the sole discretion of
the Adviser, as
extraordinary expenses are defined in Instruction 2.ii. of Item 27,
Form N1-A.
Securities Lending
58. Please clarify the extent to which the Fund proposes to engage in
securities lending as
referenced on page 7 in the summary description of Use of Leverage
and consider
Brian F. Hurley
July 13, 2023
Page 11
expanding disclosure to describe the risks and operation of any such
transactions.
Total Return Swaps
59. Disclosure on page 26 and elsewhere states that the Fund may use a
variety of derivative
instruments including total return swaps ( TRS ). To the extent
that the Fund intends to
invest in TRS, please add disclosure, in this section and in the
discussion of the
calculation of the Incentive Fee, that the Fund looks through the total
return swap
contracts and counts the underlying reference assets as investments for
purposes of
calculating the Incentive Fee. See Section 205(b)(3) of the Investment
Advisers Act of
1940 and AICPA Expert Panel Meeting Minutes May 22, 2013 / AICPA Audit
Risk
Alert- Investment Company Industry Developments 2013/2014.
Tax Status
60. Please supplementally describe what controls and/or structures have
been established to
manage and mitigate potential Sub-Chapter M qualification status
compliance risks linked
to energy transition infrastructure investments.
* * *
Responses to this letter should be made in a letter to me filed on
EDGAR. Where no
change will be made in the filing in response to a comment, please indicate
this fact in the letter
to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of Registration
Statements.
Although we have completed our initial review of the Registration
Statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the Registration Statement and any amendments. After we have
resolved all
issues, the Fund and its underwriter may request acceleration of the effective
date of the
Registration Statement.
In closing, we remind you that the Fund and its management are
responsible for the
accuracy and adequacy of their disclosures in the Registration Statement,
notwithstanding any
review, comments, action, or absence of action by the staff.
Should you have any questions regarding this letter, please feel free to
contact me at
(213) 400-5829 or, with regard to accounting comments, John Kernan at (202)
551- 4653. .
Sincerely,
/s/ David
P. Mathews
David
P. Mathews
Attorney-Adviser
cc: Thomas D. Peeney, Esq., Paul Hastings LLP
Jay Williamson, Securities and Exchange Commission
David Manion, Securities and Exchange Commission