SecProbe.io

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 “Regis tration Statement”) under the Securities Act of
1933, as amended (the “1933 Act”) and the Invest ment Company Act of 1940, as amended (the
“1940 Act”). We have reviewed the filing and ou r comments are set forth below. All capitalized
terms not otherwise defined herein have the mean ing 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 mi ssing 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 di sclosures made in res ponse to this letter, on
supplemental information provided, or on exhibits  filed with any pre-effective amendment.

2. Where a comment is made with re gard to disclosure in one lo cation, 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 app lication(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 w ith 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 th e 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, a pplications or subscriptions are rejected  will receive
interest on their returned investment pro ceeds.  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 a nd 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”, fo r 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 a nd implementation of the F und’s investment objective:
a. Please clarify that an investment is considered  located in a particul ar 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 “infra structure” 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 Inve stment” 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 sta ff 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 outsi de 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% Polic y under normal market conditi ons.  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 de fined Infrastructure Investment Threshold.
d. Regarding the “Private/Liquid Target Allocations” and associated terms “Private
Portfolio” and “Liquid Portfolio”:  (i) as th ere 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” c ould potentially mislead investors as to the
actual liquidity (and associated risks) of th is 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 fundament al 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 focu s 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 deter mine 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 time s when the Adviser may select its own
reasonable industry classification to appl y on the Fund’s behalf) for not relying on

Brian F. Hurley
July 13, 2023
Page 4
independent third part y 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 commissi ons or other forms of compensation paid to
a broker or financial intermediary  on sales of Class D Shares ar e not reflected in the tables
and examples, as applicable.

10. At the end of the “Leverage” paragraph, pl ease cross reference to sections of the
Prospectus discussing the Fund’s use of le verage 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 dist ributions from sources other than cash flow
from operations, including proceeds from the of ferings 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 an y 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 qua lified to read “potential” benefits;
b. Explain how visibility through market cycl es 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-divers ified fund, refrain from touting the benefits
of “diversification” in reference to th e 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 re venues.  Please revise your
strategy disclosure throughout to more clear ly 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 performin g loans”. It is unclear whether the Fund will
invest in greenfield, distresse d or non-performing assets as pa rt 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 “Inv estment Objectives and Strategies” sections
to address these matters, includi ng, 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 statemen ts reflecting Brookfield’s belie fs as to the benefits of
investment.  Please rephrase and qualify such asse rtions 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 pro cess 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 i nvestment by the Fund, and ongoing diligence
and monitoring of Infrastructure Investment s’ performance and adherence to the Fund’s
investment objective over time.

17. Please clarify and correct if necessary the desc riptions of assets under management in the
descriptions of the Adviser and Sub-Advise r on Page 4 of the Su mmary (and page 75 of
the Prospectus).  BAM is described as ha ving 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 billi on assets under management.

18. Please confirm supplementally that th e 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 th at 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 Stat ement 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 Cl ass T Shares of the Fund):  “Selling Agents
typically receive the sales load with respect to the Class T Shares purchased by their
stockholders.”  Al