SecProbe.io

CORRESP
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Faegre
Drinker Biddle & Reath LLP

320
South Canal Street, Suite 3300

Chicago,
IL 60606

www.faegredrinker.com

May
6, 2024

Via
EDGAR Transmission

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Raymond A. Be

 Re: Aether
Infrastructure & Natural Resources Fund (the “Fund”)

    Initial Registration Statement on Form N-2

   File Nos. 333-277475 and 811-23942

Dear
Mr. Be,

The
following responds to the comments provided via email on April 2, 2024, in connection with the Securities and Exchange Commission (“SEC”)
staff’s review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment
Company Act of 1940, as amended (the “1940 Act”) and Securities Act of 1933. The changes to the Fund’s disclosure discussed
below are reflected in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For
your convenience, we have repeated each comment below, and the Fund’s responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

General

 1. Comment:
                                            We note that portions of the filing, including the Fund’s financial statements, are
                                            incomplete. 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 amendments.

Response:
The Fund acknowledges and understands the Staff’s comment.

 2. Comment:
                                            Please supplementally explain the status of any exemptive relief or no-action request submitted,
                                            or expected to be submitted, in connection with the registration statement.

Response:
The Fund filed exemptive applications for (i) co-investment relief on April 1, 2024 (SEC Accession No. 0001999371-24-004300); and (ii)
multi-class relief on March 27, 2024 (SEC Accession No. 0001999371-24-003991). The Fund does not intend to seek any other exemptive relief.

 3. Comment:
                                            Please tell us if you have presented any test the waters materials in connection with this
                                            offering. We may have additional comments based on your response.

Response:
The Fund has presented test the waters material that was shared with Institutional Accredited Investors in order to assess their interest
in the possible offering.

 4. Comment:
                                            As a general matter, the prospectus disclosure, including the Fund Summary, Investment Objective
                                            and Strategies, and Principal Risk Factors, contain a significant number of lengthy imbedded
                                            lists. Please revise throughout using plain English principles to enhance its readability.
                                            See Rule 421(d) under the Securities Act of 1933 (“Securities Act”); Office of
                                            Investor Education, A Plain English Handbook: How to create clear SEC disclosure documents
                                            (August 1998) (“Plain English Handbook”).

Response:
The Fund confirms that it has revised the disclosure in the Revised Registration Statement accordingly to enhance readability where applicable.

 Prospectus

Cover
Page

 5. Comment:
                                            Please revise the cover page to specify the anticipated timing of the Fund’s initial
                                            repurchase offer (which, under Rule 23c-3, must occur no later than two periodic intervals
                                            after the effective date of the registration statement). Please also include a cross-reference
                                            to the sections of the prospectus that discuss the risks relating to the Fund’s repurchase
                                            policies. For additional information, consider Guide 10 to Form N-2.

Response:
The requested changes have been made in the Revised Registration Statement.

 6. Comment:
                                            Please add the following bullet disclosure to the list of bullet points on the cover page,
                                            if true: “The amount of distributions that the Fund may pay, if any, is uncertain.”

Response:
The requested change has been made in the Revised Registration Statement.

Cover
Page

 7. Comment:
                                            The disclosure in footnote 1 to the Sales Load/Proceeds to the Fund table indicates that
                                            the underwriter will offer shares on a “commercially reasonable efforts basis.”
                                            The disclosure under Distributor on page 39 indicates that the underwriter will distribute
                                            the shares on a “best efforts basis.” These two terms appear to require different
                                            levels of efforts by the underwriter. Accordingly, please harmonize the terms to reflect
                                            the level of effort provided in the underwriting agreement.

Response:
The Fund confirms that the distributor will offer shares on a “best efforts basis” and that the above-referenced disclosure
has been updated accordingly in the Revised Registration Statement.

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Fund
Summary

The
Investment Adviser (page 7)

 8. Comment:
                                            Briefly explain what the term “committed capital” means and how it relates to,
                                            or differs from, assets under management.

Response:
The above-referenced disclosure has been revised as follows in the Revised Registration Statement: “As of December 31, 2023, the
Investment Adviser has managed more than $1.6 billion in committed capital from investors (e.g., the amount of money that an investor
has contractually agreed to contribute to an investment fund managed by the Investment Adviser).”

Prospectus

Investment
Strategies (page 4)

 9. Comment:
                                            Disclose the types of data and analysis that the Fund will use to select its portfolio investments
                                            from the stated universe of possible investments.

Response:
The requested disclosure has been added to the new “Investment Process and Monitoring” section of the Prospectus in the Revised
Registration Statement.

 10. Comment:
                                            Please revise your strategy-related disclosures to address how the Fund sources, diligences,
                                            structures, and monitors its private investments. In addition, please address the Fund’s
                                            strategies for dealing with under- and non-performing investments. Revised disclosure should
                                            address the Adviser’s experience and capabilities. In addition, please address any
                                            portfolio construction parameters such as position and sector limits, and similar considerations.
                                            Please provide this disclosure in Summary fashion here and in greater detail later in your
                                            prospectus.

Response:
The requested disclosure has been added to the new “Investment Process and Monitoring” section of the Prospectus in the Revised
Registration Statement.

 11. Comment:
                                            The disclosure indicates that the Fund intends to invest in “co-investments.”
                                            Briefly explain what a “co-investment” means in this context. For example, would
                                            these be co- investments with affiliated parties or unaffiliated parties? What is the significance
                                            of the co- investor’s role to the type of investment the Fund intends to make? To the
                                            extent this term is in reference to co-investments with affiliates, will the Fund not make
                                            investments in this category until exemptive relief is obtained?

Response:
The Fund confirms that such co-investments will be limited to investments alongside unaffiliated parties until the Fund obtains co-investment
exemptive relief. Accordingly, the above-referenced disclosure has been revised as follows in the Revised Registration Statement:

“The
Fund will consider direct equity and/or debt co-investments in individual companies or assets alongside co-investment sponsors. In such
cases, the co-investment sponsor will typically remain responsible for the ongoing management of the underlying company or asset. Co-investments
normally allow for more targeted exposures and a quicker deployment of capital than Primaries. Individual co-investments may be sized
smaller relative to more diversified Primaries and Secondaries because of their concentration risk. In the aggregate, however, depending
upon the volume of co-investments available to the Fund, co-investments are expected to represent a relatively large allocation within
the Fund, particularly early in the Fund’s life.

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The
Investment Company Act prohibits the Fund from making certain co-investments with affiliates unless it receives an order from the SEC
permitting it to do so. The Fund and the Investment Adviser have applied for exemptive relief from the provisions of Sections 17(d) of
the Investment Company Act to co-invest in certain privately negotiated investment transactions, but there is no assurance that the Fund
and/or the Investment Adviser will receive such exemptive relief, and if they are not able to obtain the exemptive relief, the Fund will
not be permitted to make certain co-investments.”

 12. Comment:
                                            In clauses (ii) and (iii), clarify the distinction between a “direct” investment
                                            in individual companies and a “primary” investment in companies.

Response:
The Fund respectfully directs the Staff to the “INVESTMENT OBJECTIVE AND STRATEGIES – INVESTMENT STRATEGIES” section
of the Prospectus, which defines both direct and primary investments. Primary Investments (or “Primaries”) are defined to
include “commitments to newly established Private Funds that are generally closed-end funds, which only accept new commitments
for a finite period of time.” Direct Investments (or “Directs”) are defined as “direct equity and/or debt investments
in companies and assets.” As noted in the above-referenced section, Directs will typically be in the form of an investment in an
operating or holding company executing a targeted strategy where the Investment Adviser or its investment partners may take a more active
role in the ongoing management of such investments.

 13. Comment:
                                            In clause (v), the disclosure indicates that the Fund intends to hold “individual commodities.”
                                            Please harmonize with the disclosure on page 3 of the SAI regarding the Fund’s fundamental
                                            policy to invest in commodities. In addition, supplementally explain or disclose in a more
                                            tailored way:

 ● how
                                            direct ownership of commodities will affect the Fund’s status as an investment company
                                            as well as RIC status under the Internal Revenue Code;

 ● which
                                            individual commodities the Fund intends to invest in, including how they will be analyzed
                                            for investment purposes; and

 ● how
                                            the commodities will be valued and custodied in accordance with applicable Investment Company
                                            Act requirements.

Response:
The Fund confirms that it does not currently intend to invest in individual commodities, and accordingly, all references to investments
in individual commodities have been removed from the Revised Registration Statement.

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 14. Comment:
                                            The Fund’s definitions of the terms “infrastructure investments” and “natural
                                            resources investments” do not indicate any specified level of involvement in the stated
                                            industries. Please adopt a reasonable definition for these terms.

Response:
The requested change has been made in the Revised Registration Statement.

Infrastructure
(page 5)

 15. Comment:
                                            Clarify what the terms “capital assets investments” and “specialty infrastructure”
                                            mean.

Response:
The Fund confirms that references to “capital assets investments” and “specialty finance infrastructure” have
been removed from the Revised Registration Statement.

 16. Comment:
                                            Clarify what “infrastructure investments with ties to deglobalization and reshoring,
                                            such as controlled environment agriculture systems, supply chain logistics and specialty
                                            transportation” means.

Response:
The requested change has been made in the Revised Registration Statement.

 17. Comment:
                                            Clarify what “investments in product and services opportunities associated with infrastructure
                                            sectors” means. Similarly, clarify what “investments in product and services
                                            opportunities associated with natural resource sectors” means on page 6.

Response:
The requested change has been made in the Revised Registration Statement.

 18. Comment:
                                            The disclosure indicates that the Fund intends to borrow money through a credit facility
                                            or other arrangement to achieve its investment objective. Discuss in further detail the anticipated
                                            amount and timing of such leverage. To the extent the Fund intends to obtain such leverage
                                            in the first year, ensure the estimated cost is reflected in the fee table.

Response:
As noted in the “Use of Leverage” section of the Prospectus, the Fund currently intends to use leverage primarily for financing
the repurchase of its Shares or to otherwise provide the Fund with liquidity. The Fund may also utilize leverage to provide additional
funds to support its investment activities, including by entering into credit agreements and other loan transactions with financial institutions,
such as banks. The Fund may utilize leverage in the first year of operations and confirms that the estimated cost of leverage will be
reflected in the fee table in a subsequent pre-effective amendment. The anticipated amount of leverage will also be reflected in the
“Effects of Leverage” section of the Prospectus in the Revised Registration Statement.

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Principal
Risk Factors (page 9)

 19. C