SecProbe.io

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Simpson
Thacher & Bartlett LLP

900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE: +1-202-636-5502

    Direct Dial Number
    E-mail Address

    +1-202-636-5806
    Ryan.Brizek@stblaw.com

August 9, 2024

VIA EDGAR

Raymond A. Be

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hamilton Lane Private Infrastructure Fund

Registration Statement on Form N-2

1933 Act File No. 333-280011; 1940 Act File No.
811-23972

Dear Mr. Be:

On behalf of Hamilton Lane Private Infrastructure
Fund (the “Fund”), we hereby file with the Securities and Exchange Commission (the “SEC” or “Commission”)
Pre-Effective Amendment No. 1 to the Fund’s 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 comments from the staff of the Division of Investment Management
(the “Staff”) of the Commission received by the undersigned via email on July 11, 2024, relating to the initial filing of
the Registration Statement (the “Comment Letter”) and revisions to otherwise update disclosure.

In addition, on behalf of the Fund, we are providing
the following responses to the Comment Letter. For convenience of reference, the Staff’s comments have been reproduced herein. All
capitalized terms used but not defined in this Comment Letter have the meanings given to them in the Registration Statement. Where the
Fund has proposed revised disclosure in the Registration Statement in response to a comment, additions are underlined and deletions
are struck.

General

Comment 1: 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 respectfully acknowledges
the Staff’s comment.

Comment 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 with respect to (1) the multi-class structure of the Fund, (2) the distribution fees, and (3)
transactions 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.

Response: The Fund hereby confirms that it
does not currently intend to submit any exemptive applications or no-action requests in connection with the Registration Statement. The
Fund will rely on exemptive orders which have previously been granted to Hamilton Lane Advisors, L.L.C. (the “Adviser” or
“Hamilton Lane”). With respect to the Fund’s ability to offer multi-classes of shares and charge distribution fees pursuant
to Rule 12b-1 of the 1940 Act, the Fund will rely on the exemptive order granted to Hamilton Lane Private Assets Fund and Hamilton Lane on July 14, 2020.1
The Fund hereby confirms that it meets the definition of a “Future Fund” as defined in the aforementioned multi-class exemptive
application. With respect to the Fund’s ability to engage in transactions with certain affiliates otherwise
prohibited by Section 17(d) and Rule 17d-l of the 1940 Act, the Fund will rely on the exemptive order granted to Hamilton Lane Private
Assets Fund, et al. on February 23, 2021, as amended on May 16, 2023.2
The Fund hereby confirms that it meets the definition of a “Future Regulated Fund” as defined in the aforementioned co-investment
exemptive application.

1
Hamilton Lane Private Assets Fund and Hamilton Lane Advisors, L.L.C. (File No. 812-15098) Investment Company Act Rel. Nos. 33896 (June
17, 2020) (Notice) and 33926 (July 14, 2020) (Order) (the “Multi-Class Exemptive Order”).

2
Hamilton Lane Private Assets Fund et al. (File No. 812-15099) Investment Company Act Rel. Nos. 34182 (Jan. 28, 2021) (Notice) and 34201
(Feb. 23, 2021) (Order), as amended by Hamilton Lane Private Assets Fund, et al. (File No. 812-15374) Investment Company Act Rel. Nos.
34891 (April 19, 2023) (Notice) and 34919 (May 16, 2023) (Order) (the “Co-Investment Exemptive Order”).

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission August 9, 2024

Comment 3: 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
confirms that it 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.

Inside Cover Page (page i)

Comment 4: Please disclose a reasonable
definition of what constitutes an “infrastructure asset.”

Response: In light of the Staff’s
comment, the Fund has revised the disclosure.

Comment 5: Clarify what “social,”
“environment,” and “other” infrastructure sectors are.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure.

Comment 6: In footnote (1) to the Sales
Load table, briefly clarify when the stated minimum investment can be reduced and for which investors.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure.

Prospectus Summary

Investment Strategies (page 1)

Comment 7: The disclosure indicates that
the Fund intends to invest in “private funds.” Please supplementally advise as to the nature of these private funds, including
any exemptions from registration upon which they rely, and the percent allocation of the Fund’s portfolio expected for such private
funds. We may have additional comments.

Response: The Portfolio Funds in which
the Fund will invest likely will encompass a mixture of funds that either do not meet the definition of “investment company”
under Section 3(a)(1)(A) and Section 3(a)(1)(C) (i.e., funds which do not engage primarily in the business of investing, reinvesting
or trading in securities and instead primarily hold real assets or are engaged in non-investment company businesses related to real assets)
or are excluded from the definition of an “investment company” for purposes of the 1940 Act under either Section 3(c)(5)(C)
of the 1940 Act or Section 3(c)(7) under the 1940 Act. However, the nature of the investment portfolio, risk and expense profile of each
such Portfolio Fund largely will be consistent with that of a private real estate investment trust (a “REIT”) and in any
event will not include funds that: engage in hedging related strategies, have significant exposure to commodities or derivatives for
speculative investment purposes, pay performance fees on unrealized gains, or employ a significant amount of leverage. Like most private
REITs, the assets held by the various Portfolio Funds largely will be interests in real property or interests in improvements on real
property, including, but not limited to, toll-roads, airports and seaports. Indeed, the investment portfolio of the Fund will be substantially
similar to other closed-end management investment companies that are offered to retail investors without regard to whether or not such
investors satisfy the definition of an “accredited investor” under Regulation D.

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Securities and Exchange Commission August 9, 2024

Like investments held by private REITs, the investments
held by the Portfolio Funds in which the Fund will invest are long-duration investments. Indeed, the risk-return profile for infrastructure
investments looks more like the spectrum of risks and returns applied to most institutional real estate portfolios. Many of the Portfolio
Funds in which the Fund will invest will have a return profile akin to a private REIT in which assets within the Portfolio Funds typically
have common characteristics of being fixed, physical assets that have long-term contracted or regulated cash flows. The value of the
assets will be principally based upon the recurring cash flows of the business and the term and quality of its contracts.

The Fund notes that the Portfolio Funds in which it
will invest will be managed by institutional infrastructure managers. By investing in the Portfolio Funds offered by multiple managers,
the Fund will benefit from building an investment portfolio that is diversified with respect to individual infrastructure projects, as
well as with respect to geography.

The operation of the Portfolio Funds is consistent with
that of other institutional oriented funds. In particular, the Portfolio Funds provide the Fund and the Adviser with annual audited financials,
quarterly unaudited financials, quarterly investment account statements, detailed information about each asset held (including valuations)
and the leverage and liabilities of the Portfolio Fund.

Comment 8: Advise supplementally whether
the referenced co-investments will be with affiliated entities. To the extent they will be with affiliated entities, explain how such
investments will be achieved in accordance with Section 17, including any exemptive relief obtained or sought.

Response: It is currently expected that,
in some instances, the Fund will participate in co-investments alongside affiliated entities. The Fund will rely on the Co-Investment
Exemptive Order to participate in such investments that would otherwise be prohibited by Section 17(d) of the 1940 Act and Rule 17d-l
thereunder. As disclosed in the Fund’s Registration Statement, pursuant to the Co-Investment Exemptive Order, the Fund is permitted
to, among other things and subject to the conditions of the Co-Investment Exemptive Order, invest in aggregated transactions alongside
certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates,
that involve the negotiation of certain terms of the private placement securities to be purchased (in addition to price-related terms).
The Infrastructure Assets the Fund acquires through co-investments will not be controlled by Hamilton Lane.

Investment Management Fee (page 3)

Comment 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.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure to clarify that 1.40% is an annual rate.

Prospectus

Use of Proceeds (page 12)

Comment 10: Disclose how long it is expected
to take to fully invest net proceeds in accordance with the Fund’s investment objectives and policies. See Item 7.2 of Form N-2.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure.

Investment Strategies (page 13)

Comment 11: The disclosure states that
the Fund seeks a portfolio “with (i) a risk/return profile focused on core-plus and value-add opportunities, plus other opportunistic
investments; 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.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure.

Infrastructure Market Opportunity Overview (page 15)

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

Response: In light of the Staff’s
comment, the Fund has revised this disclosure.

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Simpson Thacher & Bartlett LLP

Securities and Exchange Commission August 9, 2024

General Risks (page 21)

Comment 13: The General Risks section
is 27 pages long and divided into multiple subsections.

Comment 13a: Please consider revising the
risk factors to consolidate overlapping or similarly themed risks.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure.

Comment 13b: Please reorder the risks to
prioritize the risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. [See ADI
2019-08 – Improving Principal Risks Disclosure.]

Response: In light of the Staff’s
comment, the Fund has revised this disclosure.

Comment 13c: Please place risk factors
that 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.

Response: In light of the Staff’s
comment, the Fund has revised this disclosure.

Investments Longer than Term (page 28)

Comment 14: The disclosure refers to “expiration
of the Fund term.” To the extent the Fund expires after a certain term, please revise the disclosure throughout appropriately.

Response: In light of the Staff’s
comment, the Fund has deleted the risk factor titled “Investments Longer than Term.” Supplementally, the Fund confirms that
the Fund does not have a certain term and will continue indefinitely unless dissolved or terminated in accordance with the provisions
of the Fund’s current Agreement and Declaration of Trust.

Real Estate Investments (page 34)

Comment 15: This risk factor addresses
risks of real estate investments generally. However, it is unclear how some of the sub-categories of real estate investments relate to
infrastructure or the Fund, such as residential properties. Please focus this risk factor to those aspects of real estate investment that
will affect the Fund. To the extent such a link is not obvious, clarify why such real estate categories will affect the Fund.

Response: In light of the Staff’s
comment, the Fund has deleted the risk factor titled “Real Estate Investments.”

Multiple Levels of Fees and Expenses (page 46)

Comment 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 English explanation, a graphical representation of the fee, examples demonstrating
the operation of the fee in the prospectus, a conflicts of interest disclosure if it makes investments or use techniques (such as leverage)
that have the effect of increasing its compensation, and disclosure regarding the class upon which performance is measured.

Response: The Fund hereby confirms that
it will not charge performance-based fees and has revised the disclosure as follows:

By investing in Portfolio Funds indirectly through the Fund,
the investor bears asset-based and performance-based fees charged by the Fund, in addition
to any asset-based fees and performance-based fees and allocations at the Portfolio Fund level.

The Adviser (page 49)

Comment 17: Briefly clarify what “managed
. . . on a non-discretionary basis” means.

Response: The term “non-discretionary
basis” means that the Adviser provides investment advice to a client but does not have full discretion to make investments for the
client. In light of the Staff’s comment, the disclosure has been revised to clarify.

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Securities and Exchange Commission August 9, 2024

Investment Committee (page 49)

Comment 18: Th