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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

September 27, 2024

VIA EDGAR

Raymond A. Be and Christina DiAngelo Fettig

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 and Ms. DiAngelo Fettig:

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. 2 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 telephone on September 5, 2024 and
September 10, 2024, relating to the Pre-Effective Amendment No. 1 to 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.

Accounting Comments

Registration Statement

Comment 1: Please confirm that all information
in the Registration Statement required to be iXBRL-tagged will be appropriately tagged. Please refer to General Instruction I of Form
N-2 and Item 405(b)(3)(iii) of Reg. S-T.

Response: The Fund hereby confirms that all
information in the Fund’s Registration Statement required to be iXBRL-tagged has been appropriately tagged, as required by General
Instruction I of Form N-2 and Item 405(b)(3)(iii) of Reg. S-T.

Comment 2: Please include an updated
auditor’s consent as an Exhibit to the Fund’s Registration Statement filing.

Response: The Fund hereby confirms that an
updated Consent of Independent Registered Public Accounting Firm has been filed as an Exhibit to the Fund’s Registration Statement.

Comment 3: In appropriate locations throughout
the Registration Statement, please add disclosure discussing the Fund’s operational history prior to its registration as an investment
management company under the 1940 Act.

    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission September 27, 2024

Response: In light
of the Staff’s comment, the Fund has added disclosure in the Registration Statement discussing the Fund’s operational history.

Comment 4: In the section titled “Distributions,”
please add disclosure describing the current tax status of the Fund and disclose the existence of any tax expenses of its wholly owned
subsidiaries.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure to describe the current tax status of the Fund and to disclose the tax expenses of its wholly
owned subsidiaries.

Comment 5: Supplementally, please confirm
whether the tax expenses generated by the Fund’s wholly owned subsidiaries are reflected in the table and Examples included under
“Summary of Fund Expenses.” If such tax expenses are not reflected, please explain or revise to incorporate such expenses.

Response: In light of the Staff’s
comment, the Fund has revised the table and Examples included under “Summary of Fund Expenses” to include the deferred tax
liability accrued to date as part of the “Other Expenses” line item. In addition, the Fund has revised the disclosure in footnote
6 as follows:

Other Expenses are estimated for the Fund’s
first fiscal year. The Other Expenses include, among other things, professional fees and other expenses that the Fund bears, including
initial and ongoing offering costs, organizational expenses, tax expenses, fees and expenses
of the Administrator, transfer agent and custodian and the reimbursement of costs of personnel associated with the Adviser or its affiliates
who provide certain non-advisory services to the Fund, as permitted under the Investment Management Agreement. The expense amounts assume
the Fund has net assets of $33 million in Class R Shares, $33 million in Class I Shares and $33 million in Class Y Shares. All other things
being equal, if less than the assumed amounts of net assets are attributable to a particular class, expense ratios would increase for
that share class.

Comment 6: In the section titled “Financial
Highlights,” please include the audited financial highlights table covering the period from the Fund’s commencement of operations
through the fiscal year ended March 31, 2024.

Response: In light of the Staff’s
comment, the Fund has revised the disclosure to include the financial highlights, as requested.

Audited Financial Statements

Comment 7: We note that footnote “#,”
included under the Schedule of Investments, is not utilized in the Schedule of Investments. Please confirm all footnotes and make any
necessary revisions to align the information presented in the Schedule of Investments and the footnotes thereto.

Response: In light of the Staff’s
comment, the Fund has revised the Schedule of Investments as requested.

Unaudited Financial Statements

Comment 8: The Statement of Assets and
Liabilities include a line item titled “Receivable from Adviser.” Please confirm supplementally that the amount shown for
this item has been settled.

Response: The Fund recognizes the Staff’s
position that an amount receivable from the Adviser, if left unsettled for an extended period of time, may violate Section 17(a)(3) of
the 1940 Act as such receivables may be viewed as an impermissible loan from the fund to the affiliated adviser.1
However, the general prohibition in Section 17(a)(3) excludes loans permitted by Section 21(b) of the 1940 Act, which permits
a registered investment company to make loans to its affiliate if such loan is made to “a company which owns all of the outstanding
securities of such registered company, except directors’ qualifying shares.”2
Currently, all of the Shares of the Fund are owned by Hamilton Lane Advisors, L.L.C., the Fund’s investment adviser,
and Mario Giannini, a control person of the Adviser. Thus, for so long as the Fund’s only Shareholders are the Adviser and its
control persons, there are no conflicting interests among the Shareholders and any amounts receivable from the Adviser fit within the
exception to Section 17(a)(3) provided by Section 21(b). As such, any amount receivable from Adviser to date is not inconsistent with
1999-02. The Fund confirms that, while the Receivable from Adviser has not yet been settled, prior to the commencement of the Fund’s
public offering the Receivable from Adviser will be settled.

 1 See Dear CFO Letter 1999-02, Accounting for Reimbursement
of Expense Waivers, (December 30, 1999) (“1999-02”).

 2 The provisions of Section 21(b) of the 1940 Act generally prohibit
an affiliated party with potentially conflicting interests from causing an investment company to engage in lending transactions
that are detrimental to the interest of the investment company and its shareholders. See PNC Bank, N.A., SEC No-Action Letter
(June 10, 1997) (emphasis added).

    2

    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission September 27, 2024

As disclosed in the Registration Statement, the Fund’s
management fee accrues monthly and is payable in arrears within fifteen business days after the end of a quarter. As a result, there will
be a corresponding liability for management fees payable that will correspond to the asset for Receivable from the Adviser that is accrued
on a monthly basis. Following the Fund’s public offering, on a quarterly basis the asset attributable to Receivable from the Adviser
will be settled at the same time the Fund’s liability for management fees payable is settled. This approach is consistent with the
Staff’s guidance in 1999-02, which indicates that such receivables should be fully paid as frequently as the Adviser receives payment
for services provided under its advisory agreement.

Comment 9: In the Statement of Assets
and Liabilities, consider adding a citation to Note 6 after “Commitments and contingencies.”

Response: In light of the Staff’s
comment, the Fund has revised the Statement of Assets and Liabilities to include a citation to Note 6, as requested.

Comment 10: In the third paragraph of
Note 6, the disclosure states: “At June 30, 2024, the amount of these recoverable expenses is $641,948.” Please confirm the
calculation methodology or reconcile this figure against the value shown under “Receivable from Adviser” in the Statement
of Assets and Liabilities.

Response: In light of the Staff’s
comment, the Fund has revised Note 6 in reconciliation against the value shown under “Receivable from Adviser” in the Statement
of Assets and Liabilities, as requested.

Comment 11: In the third paragraph of
Note 6, the disclosure states: “For the period April 1, 2024, through June 30, 2024, the Adviser assumed expenses totaling $426,141.”
Please confirm the calculation methodology or reconcile this figure against the value shown under “Expenses assumed by adviser”
in the Statement of Operations.

Response: In light of the Staff’s
comment, the Fund has revised Note 6 in reconciliation against the value shown under “Expenses assumed by adviser” in the
Statement of Operations, as requested.

Legal Comments

Comment 12: In the Fund’s investment
strategy, please revise the following parenthetical to utilize plain English: “(e.g., non-traditional infrastructure assets that
have common characteristics of infrastructure assets).” Consider including specific examples of “other infrastructure sectors”
and “non-traditional infrastructure assets.”

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

Comment 13: With a view to disclosure,
please tell us more about your investments in infrastructure assets, including a discussion of what the Fund will own (e.g., the assets
or securities), whether the Fund will invest alongside affiliates when investing in infrastructure assets, whether the Fund, alone or
in combination with its affiliates, will control the investment, what fees or expenses, if any, are typically associated with an investment
in or ongoing operations of an infrastructure investment (including a discussion of whether the Adviser or its affiliates will receive
fees or expenses), and a discussion of any potential disclosure gaps between how you will disclose your infrastructure investments and
how a Securities Act-only REIT would disclose them.

Response: The Fund will generally own
securities issued by either a commingled fund sponsored by a third-party manager with multiple investments in Infrastructure Assets
or an interest acquired alongside other investors in a special purpose vehicle controlled by a third-party manager that holds a
single underlying Infrastructure Asset or portfolio of Infrastructure Assets. When it makes these investments, the Fund, alone or in
combination with its affiliates, will not operate or control the issuer in which it invests or the underlying Infrastructure Asset.
As a result, these investments by the Fund will not implicate Section 17(a) of the 1940 Act. This differs from the business of
certain other infrastructure investors, who invest with a view to operating and controlling the infrastructure asset. Since the
Adviser will not operate the Infrastructure Assets, the Adviser and its affiliates are not expected to receive fees from, or charge
expenses to, the Infrastructure Assets. Since the Fund will be making minority investments in securities that the Adviser and its
affiliates do not operate or control, the Fund respectfully submits that it is permitted to register as an investment company under
the 1940 Act.

The Fund will invest alongside other funds and accounts
managed by the Adviser in issuers that hold Infrastructure Assets. As disclosed in the Fund’s prospectus, the Adviser will not cause
the Fund to engage in investments alongside affiliates in private placement securities that involve the negotiation of certain terms of
the private placement securities to be purchased (other than price-related terms), except in reliance on the Section 17(d) Order or unless
such investments otherwise qualify for another 1940 Act exemption. The Fund will participate in aggregated transactions with affiliates
where only price-related terms of the private placement security to be purchased are negotiated by the Adviser in reliance on the no-action
letter issued to Massachusetts Mutual Life Insurance Co. (June 7, 2000).

    3

    Simpson Thacher & Bartlett LLP

    Securities and Exchange Commission September 27, 2024

Unlike a publicly offered REIT, which files its registration
statement on Form S-11, the Fund’s Registration Statement is filed on Form N-2. Form N-2 requires the Fund to disclose certain information
that is not generally disclosed by REITs on Form S-11, such as the Fee Table and Synopsis required by Item 3 of Form N-2, which results
in a lack of similar expense ratio information provided by public REITs in comparison to registered closed-end funds such as the Fund.
In addition, Form N-2 requires the Fund to disclose items of materials importance to investors, including, among other things, the Fund’s
investment objective and strategy, the Fund’s summary of fees and expenses, including examples thereto, the Fund’s plan of
distribution and use of proceeds, the general description of the Fund and the Adviser, a discussion of those individuals primarily responsible
for the day to day management of the Fund’s investment portfolio and the Fund’s fundamental and non-fundamental investment
policies.

Form S-11 does require certain specific disclosure relating
to the REIT’s ownership of real property, but those disclosures are not applicable to the Fund. Among other things, a REIT is required
to disclose “the location and describe the general character of all materially important real property now held or intended to be
acquired by or leased to the registrant” and “any proposed program for the renovation, improvement or development of such
properties” (see Item 14 of Form S-11). None of the disclosure required by Item 14 of Form S-11 is applicable to the Fund as the
Fund will not acquire real property either directly or through a wholly-owned subsidiary, nor will the Fund or Adviser control an investment
in a manner which would permit it to propose a program for renovation, improvement or development of a property. Instead, as discussed
in the Fund’s Registration Statement, the Fund will gain exposure to Infrastructure Assets by investing in investment vehicles managed
by third-party sponsors. As the Fund will not invest directly in real property and none of the Fund, the Adviser nor any affiliate thereof
will control the Infrastructure Assets in a manner which would permit the Fund, the Adviser or an affiliate thereof to renovate, improve
or develop any of the underlying Infrastructure Assets, the Fund does not believe that the disclosure required by Form S-11 would materially
differ from the disclosure in the Fund’s current Registration Statement on Form N-2.

A general description of the Fund’s investments,
and the risks thereto, are disclosed in the Fund’s Registration Statement while a s