SecProbe.io

CORRESP
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(212) 318-6095

thomaspeeney@paulhastings.com

July 25, 2023

VIA EDGAR

Mr. David P. Mathews

Mr. John Kernan

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Brookfield Infrastructure Income Fund Inc.

  File Nos. 333-272606, 811-23863)

Dear Mr. Mathews and Mr. Kernan:

On behalf of Brookfield Infrastructure
Income Fund Inc. (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management
of the Securities and Exchange Commission (the “Commission”) the first pre-effective amendment to the draft registration
statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933
Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement includes
revisions in response to the Staff’s comments received via e-mail on July 13, 2023 relating to the Registration Statement and
revisions to otherwise update disclosure.

For convenience of reference,
the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given
to them in the Registration Statement. Where the Fund has revised certain disclosure in the Registration Statement in response to a comment,
additions are underlined and deletions are struck.

GENERAL COMMENTS

Comment
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.

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

Comment
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.

Brookfield Infrastructure Income Fund Inc.

July 25, 2023

Response:
The Fund has made applicable conforming changes.

Comment
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.

Response:
The Fund notes that, other than the exemptive orders previously applied for by the Adviser, its affiliates and the Fund that are currently
pending, the Fund does not intend to rely on any additional exemptive orders.

Comment
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 such materials.

Response:
The Fund confirms that it has not presented, and does not currently intend to present, any “test the waters” materials to
potential investors in connection with its offering of Shares but may rely on Rule 433 or Rule 482 to present information outside
of “test the waters” materials. If, in the future, the Fund determines to present any “test the waters” materials,
it will provide the Staff with copies of those materials.

Comment
5: 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.

Response:
The Fund confirms that it does not intend to issue debt securities or preferred shares within a year from the effective date of the Registration
Statement.

Comment
6: 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 33 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.

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Brookfield Infrastructure Income Fund Inc.

July 25, 2023

Response:
The Fund has revised the disclosure under “Prospectus Summary – The Offering” as follows:

“Proceeds from the offering will be held
by the Fund’s custodian and available to fund investments prior to acceptance. No arrangements have been made to place such
proceeds in an escrow, trust or similar account. The Fund generally expects to invest the proceeds from the offering within three months
from receipt thereof. Shares will generally be offered for purchase as of the first business day of each calendar month, or at such
other times as determined in the discretion of the Board. The purchase price of the Shares will be based on the NAV per Share as of the
date such Shares are purchased. Prospective investors will not be able to rescind their orders, applications, or subscriptions for Shares
prior to acceptance, and recoup their investment proceeds. Subscriptions are generally subject to the receipt of cleared funds on or prior
to the acceptance date set by the Fund and notified to prospective investors. An investor who misses the acceptance date will
have the effectiveness of his or her investment in the Fund delayed until the following month.

The Fund reserves the right to reject a purchase
order for any reason. Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by
the Fund will be returned promptly to the prospective investor without the deduction of any sales load, fees or expenses.”

Comment
7: 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.

Response:
The Fund respectfully notes that the mandatory repurchase provisions exist for the protection of all stockholders, and any action would
be subject to the approval of the Board, a majority of which consists of directors who are not “interested persons” of the
Fund (as defined in the 1940 Act). The Board is subject to a fiduciary duty to the Fund. Although the Fund believes that any mandatory
repurchases are unlikely, the above-referenced disclosure, as well as all other bulleted bases for mandatory repurchases in the Registration
Statement, address certain exigent circumstances pursuant to which the Board may deem it in the interests of the Fund to effect a mandatory
repurchase of Shares. These circumstances may include, for example, where due to the death of a stockholder, Shares have transferred by
operation of law to a transferee who does not satisfy the Fund’s investor eligibility requirements. Any such mandatory repurchase
of the Shares will be effected in accordance with Section 23(c) of the 1940 Act and Rule 23c-1(a) and/or Rule 23c-1(b) and
the conditions thereunder. In addition, the Fund has conformed 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.

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Brookfield Infrastructure Income Fund Inc.

July 25, 2023

PROSPECTUS

Cover page

Comment
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).

Response:
The Fund has revised the disclosure under the heading “Investment Strategies,” and made conforming changes throughout the
Registration Statement, as follows:

“An investment is considered located
in a particular jurisdiction if the investment is made in the non-OECD country’s currency revenues or cash flows
received by the Fund are made in the currency of the 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.”

Response:
The Fund has revised the disclosure as follows:

“The Fund defines infrastructure
as the assets, networks, systems or operations that provide essential or irreplaceable inputs or services, underpin supply chains, economies
and communities, facilitate trade or commerce, and/or support energy transition. These assets typically exhibit similar characteristics
such as: provision of essential service, high barriers to entry, stable and long-term cash flows, inflation-linked revenues and high operating
margins and predictable maintenance capital requirements. Infrastructure assets may fall under several sectors, including transport (e.g.,
rail, ports, container and bulk terminals, toll roads, and airports), renewable power and transition (e.g., hydro, wind, solar,
distributed generation and storage), utilities (e.g., electricity, natural gas connections and transmission, residential infrastructure,
smart meters, water and wastewater, and district energy), midstream (e.g., transmission pipelines, natural gas storage or processing
plants), data (e.g., communication towers, fiber networks, and data centers), and social infrastructure (e.g., healthcare
and education).”

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Brookfield Infrastructure Income Fund Inc.

July 25, 2023

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.

Response:
The Fund respectfully submits that, in comparison to other industries or asset classes, the infrastructure industry is relatively nascent
and continues to evolve. Although certain issuers are not yet aligned with the Fund’s definition of “Infrastructure Investment,”
the Adviser believes that, by virtue of its expertise as one of the world’s largest infrastructure investors through its ownership
and operation of infrastructure assets and the depth and breadth of its proprietary due diligence process, it effectively identifies certain
issuers that are strategically transitioning their business models to tactically exploit the favorable market conditions in the infrastructure
industry, which merits counting such an investment toward satisfaction of the Fund’s 80% Policy. The Fund notes that any such investment
will not be counted toward the 80% Policy if it fails to reach scale to meet the Fund’s defined Infrastructure Investment Threshold
by the fifth anniversary of the Fund’s investment. In addition, the Fund has revised the disclosure as follows:

“An “Infrastructure Investment”
comprises any investment that, at the time of investment, derives at least 50% of its revenue or profits from the ownership, operation,
financing, or servicing of infrastructure assets (“Infrastructure Investment Threshold”). An Infrastructure Investment may
also include 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 (each, a “Developing
Infrastructure Investment”). The Adviser will continuously monitor the progress of each Developing Infrastructure Investment and
will no longer count such an investment towards the 80% Policy if it fails to satisfy the Infrastructure Investment Threshold by the fifth
anniversary of the Fund’s investment.”

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Brookfield Infrastructure Income Fund Inc.

July 25, 2023

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” c