SecProbe.io

July 11, 2024

VIA E-MAIL

Andrew Schardt Hamilton Lane Advisors, L.L.C. 110 Washington Street, Suite 1300 Conshohocken, PA19428  Re: Hamilton Lane Private Infrastructure Fund  File Nos. 333-280011, 811-23972  Dear Mr. Schardt:
On June 6, 2024, you filed an initial registra tion statement on Form N-2 on behalf of
Hamilton Lane Private Infrastructure Fund (the “F und”).  Our comments are set forth below.
Where a comment is made with regard to disclosu re in one location, it is applicable to all similar
disclosure appearing elsewhere in the registrati on statement.  We may have additional comments
after reviewing your responses to the followi ng comments, or any amendment to the filing.
 General  1. We note that portions of the filing, incl uding 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 disclo sures made in response to this  letter, on information supplied
supplementally, or on exhibits added in any amendments.      2.  Please supplementally explain if you have  received exemptive relief or submitted, or
expect to submit, any exemptive application or no-action request in connection with the registration statement, including w ith respect to (1) the multi-class structure of the Fund, (2) the
distribution fees, and (3) transacti ons with certain affiliates.  To the extent you have not received
multi-class exemptive relief, revise the document to remove all references to the classes that the
Fund cannot offer yet.
3. Please tell us if you have pres ented any test the waters mate rials in connection with this
offering.  We may have additiona l comments based on your response.
Inside Cover Page (page i)
4. Please disclose a reasonable definition of what constitutes an “infrastructure asset.”
5. Clarify what “social,” “environment,” and “other” infrastructure sectors are.

Andrew Schardt
July 11, 2024 Page 2

6. In footnote (1) to the Sales Load table,  briefly clarify when the stated minimum
investment can be reduced and for which investors.
Prospectus Summary
 Investment Strategies (page 1)
 7. The disclosure indicates that the Fund intends  to invest in “priva te funds.”  Please
supplementally advise as to the nature of th ese private funds, includi ng any exemptions from
registration upon which they rely, and the percent a llocation of the Fund’s portfolio expected for
such private funds.  We may have additional comments.
 8. Advise supplementally whethe r the referenced co-investme nts will be w ith affiliated
entities.  To the extent they will be with affilia ted entities, explain how such investments will be
achieved in accordance with with Section 17, in cluding any exemptive relief obtained or sought.
 Investment Management Fee (page 3)
 9. The disclosure states that the Investment  Management Fee is calculated and paid
quarterly at “a rate equal to 1.40%” based on the Fund’s net asset value.  Clarify whether the
1.40% is an annual rate or based on some other term.
 Prospectus  Use of Proceeds (page 12)
 10. Disclose how long it is expected to take to fully invest net proceeds in accordance with
the Fund’s investment objectives and po licies.  See Item 7.2 of Form N-2.
 Investment Strategies (page 13)
 11. The disclosure states that the Fund seeks a por tfolio “with (i) a risk/return profile focused
on core-plus and value-add opportunities, plus othe r opportunistic investment s; and (iii) portfolio
benefits such as J-curve mitigation.”  Explain in an appropriate location in the prospectus, what
these terms mean and cross-reference as appropriate.  Infrastructure Market Opport unity Overview (page 15)

12. The disclosure states “Hamilton Lane has found that in addition to the middle market
having a larger opportunity set by number, there ar e more varied value creation initiatives that
can be pursued in smaller and middle-market  opportunities and less re liance on macroeconomic
factors.”  Please rewrite in plai n English, avoiding unnecessary jargon.

Andrew Schardt
July 11, 2024 Page 3

General Risks (page 21)
 13. The General Risks  section is 27 pages long and di vided into multiple subsections.
  a. Please consider revising the risk factors to consolidate overlapping or similarly themed risks.   b. Please reorder the risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset valu e, yield and total return.  [ See ADI 2019-08 - Improving Principal
Risks Disclosure .]
  c. Please place risk factors th at are not principal to the Fund’s investment strategy in
a separate, appropriately-captioned section.  To the extent the context of a risk factor is not
apparent from the Fund’s strategy (e.g., risks to  which the Fund may be exposed indirectly
through its investments in other funds ), briefly indicate that context.
 Investments Longer than Term (page 28)
 14. The disclosure refers to “expiration of the Fund term.”  To the extent the Fund expires
after a certain term, please revise th e disclosure throughout appropriately.
 Real Estate Investments (page 34)
 15.   This risk factor addresses risks of real  estate investments gene rally.  However, it is
unclear how some of the sub-categories of real es tate investments relate to infrastructure or the
Fund, such as residential pr operties.  Please focus this risk fact or to those aspects of real estate
investment that will affect the Fund.  To the ex tent such a link is not obvious, clarify why such
real estate categories will affect the Fund.  Multiple Levels of Fees and Expenses (page 46)
 16. The disclosure references “performance -based fees charged by the Fund.”  Please
confirm whether this is accurate.  To the extent  the Fund charges performance-based fees, revise
the disclosures accordingly, including a plain Eng lish explanation, a graphi cal representation of
the fee, examples demonstrating the operation of the fee in the prospectus, a conflicts of interest disclosure if it makes i nvestments or use techniques (such as leverage) that have the effect of
increasing its compensation, and disclosure regarding the class upon which performance is
measured.    The Adviser (page 49)
 17. Briefly clarify what “managed . . . on a non-discretionary basis” means.

Andrew Schardt
July 11, 2024 Page 4

Investment Committee (page 49)
 18.  The disclosure states that Mr. Giannini  “served” as Hamilton La ne’s Chief Executive
Officer.  Clarify whether he continues to serve as such or if he has relinquished that position.
 19. On page 52, under Mr. Brenna n’s biography, the disclosure references “evergreen and
traditional private market solutions.”  Briefly explain what these are.
 Distribution and Service Plan (page 56)
 20. The disclosure states that “the remainder is  for distribution support and related services.”
Supplementally advise in more de tail what such services are.
 Fund Expenses (page 59)
 21. The disclosure indicates that the Fund will bear  “incentive fees.”  To the extent this is
referencing incentive fees at the portfolio fund level, clarify.  To the extent this is referencing
other types of incentive fees, supplementa lly advise what this is referring to.
 Procedures for Repurchase of Shares (page 68)
 22. Please revise the disclosure in this section to  state that tender offer proceeds will be paid
in cash no later than 5 business days after the last date that securities may be tendered pursuant to the offer.  See Rule 13e-4(f)(5) under the Exch ange Act and SEC Release No, 34-43069 (July
24, 2000).  See also Release No. IC-19399 (April 7, 1993) (“In effect, [an interval fund] would
have … up to seven days  [five business days] after that in which to pay repurc hase proceeds –
just as open-end companies or closed-end comp anies making issuer tender offers now have
seven days in which to make payment.” (emphasis added)).
 Mandatory Redemption by the Fund (page 70)
 23. Please remove clause (v).  The Fund may state that involuntary redemptions will be
conducted consistent with rule 23c-2 under the In vestment Company Act.
 Subsidiaries (page 93)
 24. Please confirm in correspondence that any i nvestment advisory agreement between the
Subsidiaries and its investment adviser will be included as an exhibit to the registration statement.  25. Explain in correspondence whether the financ ial statements of the Subsidiaries will be
consolidated with those of the F und.  If not, please explain why not.

Andrew Schardt
July 11, 2024 Page 5

26. Confirm in correspondence that the Subsidiari es and their boards of directors will agree
to inspection by the staff of the Subsidiaries’ book s and records, which w ill be maintained in
accordance with Section 31 of the Investme nt Company Act and the rules thereunder.
 27. Confirm that the Subsidiaries and their boar ds of directors will agree to designate an
agent for service of process in the United States.  Derivative Actions, Direct Actions a nd Exclusive Jurisdiction (page 95)

28. With regard to the conditions placed on derivative actions, please revise
provisions (ii) and (v) in the organizational document to state that those provisions do
not apply to claims arising under the federal securities law and revise the disclosure
appropriately.
29. With regard to the limitations on direct actions, please revise the provision in
the organizational document to state that the provision does not apply to claims arising under the federal securities laws an d revise the disclosure appropriately.

30. With regard to the exclusive state forum provision, please revise the provision
in the organizational document to state that the provision does not apply to claims
arising under the federal securities laws.  Please also disclose  in an appropriate
location in the prospectus the corresponding risks of such a provision as to non-
federal securities law claims (e.g., that shareholders may have to bring suit in an
inconvenient and less favorable forum) and that the provision does not apply to claims arising under the federal securities laws.

Part C: Other Information  Item 15. Financial Statements and Exhibits
 31. Please file the finalized exhib its once they are available.
Accounting Comments
Fees and Expenses (page 3)
32. Disclosure in the first paragraph indicates th at offering costs associ ated with any periodic
offers of shares will be expenses as incurred .  This accounting treatment is not in accordance
with FASB ASC 946-20-25-5 or 6.  Please update the disclosure ac cordingly. This comment also
applies to similar disclosure on page 60.

Andrew Schardt
July 11, 2024 Page 6

Summary of Fund Expenses (page 9)
33. Please include a line item for Dividend Reinve stment and Cash Purchase Plan Fees in
accordance with Item 3 of Form N-2.
34. Please confirm that the Acquired Fund Fees and Expenses ("AFFE") line item includes
estimates of any AFFE generated by investments in other investment companies, including
money market funds and exchange traded funds.
35. If the fund intends to incur leverage th rough borrowings, please include a line item for
"Interest Payments on Borrowed Funds" in accordance with Item 3 of Form N-2.
36. If the fund intends to issue preferred shar es, please include an estimate of dividend
expense on preferred shares in the fee table.
37. Please file the Expense Limitation Agreement re ferenced in footnotes (4) and (8) and the
Management Fee Waiver Agreement referenced in  footnote 4 as exhibits to the Registration
Statement.
38. Footnote (6) appears to contain duplicate st atements regarding the estimation of other
expenses.  Please consider removing one of the duplicate statements.
*    *    *
Responses to this letter s hould be made in a letter to  me filed on EDGAR. Where no
change will be made in the fili ng in response to a comment, plea se indicate this fact in the
letter to us and briefly stat e the basis for your position.

You should review and comply with all applicable requireme nts of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review of the regist ration statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve the right to
comment further on the registrati on statement and any amendments .  After we have resolved
all issues, the Fund and its underw riter must 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.

Andrew Schardt
July 11, 2024 Page 7

 Should you have any questions regarding this letter, please feel fr ee to contact me at
(202) 551-3250 or, with regard to accounti ng comments, Christina Fettig at 202-551-6963.
                S i n c e r e l y ,                       /s/ Raymond A. Be
               Raymond A. Be               A t t o r n e y - A d v i s e r     cc:  Ryan P. Brizek, Esq., Simpson Thatcher & Bartlett LLP
Jay Williamson, U.S. Securitie s & Exchange Commission