Hamilton Lane Private Infrastructure Fund Tender Offers: $2.26 Million Tendered in Four Offers, Then an Interval Fund With $243 Million

A small infrastructure fund that changed its liquidity terms in its second year

Hamilton Lane Private Infrastructure Fund is not the same product as Hamilton Lane's private equity fund, which we cover in Hamilton Lane Private Assets Fund: tender offers. This one began as a private fund on February 28, 2024 (Class Y at $10.00), registered under the Investment Company Act on June 6, 2024, and opened Class I and Class R on July 1, 2024 at $11.38. Its adviser, Hamilton Lane Advisors, L.L.C., builds the portfolio from co-investments alongside infrastructure sponsors and from secondary purchases of stakes in existing infrastructure funds, mostly in North America and Western Europe. The annual report says it held 37 investments in more than 115 underlying companies at March 31, 2026, and that about 66% of NAV was in North America.

The size is the first thing to know. The audited net assets were $8.6 million at March 31, 2024, $63.2 million at March 31, 2025 and $181.9 million at March 31, 2026; the June 30, 2026 N-PORT shows $243.2 million. A fund this size produces tender numbers measured in hundreds of thousands of dollars, not hundreds of millions, which is why this page is built around the change in terms rather than around a long run of quarters. For infrastructure funds with a longer repurchase record, see Blackstone Infrastructure Strategies (BXINFRA) and Brookfield Infrastructure Income Fund, and for the whole category evergreen funds compared by repurchases.

Four tender offers, all paid in full

Each offer was a Schedule TO issuer tender offer for up to about 5.00% of net assets, priced at the NAV on a valuation date 20 to 32 days after the deadline (our arithmetic), with payment in cash within five business days of that NAV. The result of each is in a final amendment (SC TO-I/A) that gives the shares tendered by class and the NAV paid. The share of the offer used is NAV tendered divided by the offer limit; the share of net assets divides by net assets at the valuation date (class capital in the offer document for June, September and December 2025, N-PORT net assets for March 2026). Both are our arithmetic.

Across the four offers holders tendered $2,260,411 of NAV (our sum). The annual report cross-checks it: shares tendered in the year to March 31, 2026 are $1,727,039 (Class I), $36,313 (Class R) and $485,856 (Class Y) after early withdrawal fees of $11,203, which add back to $2,260,411 (our arithmetic). That fee figure is a small hint about who is selling: if every dollar of it was charged at the full 2.00%, about $560,000 of what was tendered, roughly a quarter, had been held under a year (our arithmetic; the board can waive the fee).

Three details matter more than the totals:

• Requests rose, from a low base. The two 2025 offers drew less than $0.25 million each. December 2025 drew $1.10 million, of which $485,855 was Class Y, a class with a $1,000,000 minimum, in 32,500 shares. March 2026 drew $0.70 million.
• Nothing was prorated and nothing came close. The filings state the fund accepted 100% each time, and the largest request used 18.6% of its offer. A pro rata cut needs requests above the 5% limit (plus the 2% the board may add); that has not been tested at this fund.
• The result filings arrive late. The four final amendments were filed 99 to 130 days after the notice due date, on September 19, 2025, January 6, 2026, March 13, 2026 and June 25, 2026 (our arithmetic). A holder who tendered in December 2025 learned the aggregate result in March 2026.

April 1, 2026: from tender offers to a quarterly interval fund

On January 9, 2026 the fund supplemented its prospectus to say its board had approved “certain actions necessary for the Fund to operate as an ‘interval fund’” under Rule 23c-3, with conversion expected in April 2026. A Rule 486 filing on March 9, 2026 set the effective date of April 1, 2026, and the annual report confirms that “Effective April 1, 2026, the Fund began operating as an interval fund.” The terms changed in ways that matter to a holder deciding whether to ask for money back:

For a holder, the practical change is the price date. Under the tender structure you tendered by a deadline and were priced 20 to 32 days later, so you did not know the NAV when you committed. Under the interval structure the NAV is struck on the deadline day itself, which is still after you decide, but the gap is gone. The cost of that, for the fund, is a liquidity rule: it “must maintain assets equal to the Repurchase Offer Amount from the time that the notice is sent to Shareholders” in assets that can be sold in the ordinary course, which is part of why the fund held $58.7 million in a money market fund at June 30, 2026.

For how this structure behaves at larger funds, see the list of interval funds.

The two interval offers: dates, NAVs and the missing results

The fund has sent two Form N-23c-3 notices so far. Both are notifications, not results.

The Class Y and Class R NAVs in the same notices were $15.85 and $15.35 (May 8) and $16.38 and $15.88 (August 7). The Class I NAV rose 3.4% between the two notices (our arithmetic), and 43.5% from the $11.38 at which Class I opened on July 1, 2024 (our arithmetic). Distributions are not included in that comparison: the fund paid $0.33 per Class I share in the year to March 2026, a 2.13% yield on the audited NAV (our arithmetic); 58.9% of the distributions paid in that year was reinvested (our arithmetic).

We looked for a Schedule TO-I/A or any other filing that reports how many shares were requested in June or September. There is none as of October 6, 2026. The prospectus and the notices do not say where the results will be reported, so our expectation, an inference and not a statement from the fund, is that the first figures will appear in the next shareholder report, for the period ending September 30, 2026. Until then the only fact about these offers is the one in the notice: the fund warns that “there is a risk that the Fund may not purchase all of the Shares you wish to have repurchased.”

The scale is the thing to watch. Five percent of June 30 net assets is about $12.2 million, 11.0 times the largest quarterly request of the tender era ($1.10 million in December 2025, our arithmetic). Requests of that size would be a new regime for this fund; requests like the tender-era ones would use a small fraction of the offer.

Who owns the fund

The July 29, 2026 statement of additional information lists the holders of 5% or more of the shares as of June 30, 2026:

Two things follow. First, half the shares are in accounts at one broker, so a large part of the money presumably came in through Schwab accounts; the filing does not say how many clients are behind them. Second, the sponsor is a seed investor on its own terms. A Schedule 13D filed on April 25, 2025 shows the adviser then held 1,954,976.637 Class Y shares, which is 60.9% of Class Y, 87,874 Class I shares (6.8%) and all 87,874 Class R shares. By June 2026 its share of the whole fund had fallen to 14.24% as outside money came in; applied to June 30 net assets that is about $35 million (our arithmetic, a share-count percentage applied to net assets). The filings do not show whether the adviser has tendered any of its shares.

$15.01 paid, $15.51 audited

The same date carries two NAVs. The Schedule TO-I/A for the March 2026 offer shows $670,910 of Class I NAV tendered for 44,698 shares, an implied $15.01 per share (our arithmetic). The audited annual report puts the Class I NAV at March 31, 2026 at $15.51, 3.3% higher (our arithmetic). Class R shows the same pattern: $14.62 implied against $15.10 audited, 3.3% (our arithmetic). The N-PORT filed May 29, 2026 reports net assets of $176.8 million for March 31, while the audited statement says $181.9 million, a gap of $5.1 million (our arithmetic).

The annual report explains the difference only in a footnote to its financial highlights: the figures include “adjustments in accordance with GAAP and accordingly the returns and per unit net asset value for financial reporting may differ from the per unit net asset value and returns for shareholder transactions.” The filings do not say which adjustments applied. The earlier gap was smaller: at March 31, 2025 the audited Class I NAV was $13.76 against $13.70 in the offer document, 0.44% (our arithmetic). The March 2026 gap is more than seven times that (our arithmetic).

What it meant in money is small, because only $704,499 changed hands: about $22,000 on the Class I shares (our arithmetic, using 44,698 shares and the rounded NAVs). What it means for a holder is that quarter-end NAVs at a fund holding private stakes can be revised by the time the audit arrives, and a holder who tendered before that revision is not paid the difference.

From the $15.01 paid at March 31 to $16.33 on August 7 is 8.8%, and from the audited $15.51 it is 5.3% (our arithmetic). The annual report gives the fund's own NAV return for the year to March 31, 2026 as 15.26% for Class I, 13.75% for Class R and 15.21% for Class Y, and shows the S&P Global Infrastructure Index TR at 26.91% in the same table. The index is a listed-equity measure and not comparable to a private portfolio in timing or composition, but it is the benchmark the report chose.

From $8.6 million to $243 million: what came in and what went out

In the year to March 31, 2026 the fund issued $104.6 million of shares (Class I $96.2 million, Class R $3.3 million, Class Y $5.1 million, our sum) and paid $2.26 million to tendering holders, 2.2% of what came in (our arithmetic). It paid $2.45 million in distributions, of which $1.44 million, 58.9%, was reinvested. Net assets went from $63.2 million to $181.9 million (audited), and to $243.2 million by June 30, 2026 on the N-PORT basis, a rise of 37.6% in one quarter (our arithmetic; it mixes the transaction and audited bases at March 31, and the report does not split subscriptions from performance).

The fund is lightly levered. On October 24, 2025 it signed a $25 million secured line of credit with JPMorgan Chase Bank at adjusted term SOFR plus 2.60%, maturing October 24, 2029, with a 1.00% fee on the undrawn amount. It did not draw on it in the year to March 31, 2026, and the June 30, 2026 N-PORT reports no borrowings. The prospectus lets the fund borrow “to fund repurchase of Shares,” so the line is the backstop if an interval offer is larger than cash on hand.

What it costs: 2.76% on Class I, and $1.9 million of waivers

The July 2026 prospectus fee table shows, for Class I, a 1.40% management fee, 0.09% estimated interest on borrowings, 0.68% other expenses and 0.54% acquired fund fees (the costs charged inside the funds it owns), for 2.71% in total and 2.76% after waivers and recoupment. Class R adds a 0.85% distribution and servicing fee and a sales load of up to 3.50%, for 3.48% before and 3.53% after waivers; Class Y is 2.65% and 2.70%. A 2.00% early repurchase fee applies to anything sold inside a year, and an investor's intermediary may add its own charges; the fund “currently does not charge a processing fee for handling repurchase requests.”

Total annual expenses fell between the two prospectuses for every class. The 2026 table assumes average net assets of $284.3 million (the 2025 table assumed about $250 million), and acquired fund fees fell from 0.59% to 0.54%. The last column is the ratio the annual report reports for the past year; it excludes acquired fund fees, so it cannot be compared line by line with the table.

The waivers are large relative to the fund's own income. In the year to March 31, 2026 total income was $2.52 million (dividends $1.30 million, interest $1.22 million) and total expenses before waivers were $4.65 million. The adviser assumed $1.20 million of expenses and waived $704,216 of management fees, $1.90 million together, 40.9% of expenses (our arithmetic), leaving net expenses of $2.74 million and a net investment loss of $227,937. Without the waivers the loss would have been about $2.13 million (our arithmetic). The full management-fee waiver ended on September 27, 2025, so the first full year at 1.40% is the current one. Under the expense limitation agreement, which from March 30, 2026 caps most operating expenses at 0.65% of average daily net assets (the cap excludes the management fee, distribution fees, acquired fund fees and interest), the adviser “may recoup amounts waived or assumed” for up to three years; the $704,216 management-fee waiver carries a footnote that it is not subject to recoupment.

What is in the portfolio, and how much is cash

At March 31, 2026 the schedule of investments shows 27.2% of net assets in direct equity co-investments (23.0% North America, 3.2% Western Europe, 1.0% Asia), 53.4% in secondary funds (35.4% North America, 15.0% Western Europe, 1.9% Oceania, 1.0% Asia) and 22.1% in a money market deposit of $40.2 million, for total investments of 102.7% of net assets. Restricted securities were $146.6 million, 80.6% of net assets, and unfunded commitments were $30.8 million, 16.9% of net assets (our arithmetic). Direct positions in North America were led by alternative energy (4.1% of net assets), waste management (4.0%), utilities (3.8%) and real estate (3.5%).

The June 30, 2026 N-PORT, filed August 28, 2026, shows 46 positions besides cash. Its ten largest, by value:

Positions are small: none is above 4.01% of net assets. Compared with the March 31 N-PORT, four positions are new at June 30: the EQT Project Etna position ($8.50 million), Project Wheelhouse ($6.14 million), 3i's Project Trifecta ($6.05 million) and Project Aesop ($5.26 million), $25.9 million together (our comparison of the two position lists). The money market position rose from 22.1% of net assets at March 31 (audited schedule) to 24.1% at June 30, so cash grew even after those purchases.

What is new since the end of July

Five items since July 29, 2026, the date of the current prospectus:

• August 17, 2026: Form N-23c-3 for the offer that ran to September 15, 2026, at 5% of shares, with a Class I NAV of $16.33 on August 7.
• August 28, 2026: the N-PORT for June 30, 2026: net assets $243,247,108, total liabilities $974,323, no borrowings, 47 lines including cash.
• September 15, 2026: the second interval offer closed and priced. No result filing yet, three weeks later.
• The next offer: the prospectus says each offer's notice goes out 21 to 42 days before the deadline. On the pattern of May 15 and August 17, expect the next around mid-November 2026; the fund has not said.
• No Schedule TO-I/A since June 25, 2026. The tender-offer disclosure series is over; the June and September results will have to come through shareholder reports.

What a holder can do with this

• If you hold through Schwab or an adviser and want out: the route is the quarterly offer. Your intermediary must submit the request by the deadline; the next notice should arrive 21 to 42 days before it. Shares held under a year cost 2.00% to sell. Expect to be paid within seven days of the pricing date.
• If you are weighing an add: the minimum is now $2,500, so smaller accounts can buy in. The risks that show up in the filings are a transaction NAV that was 3.3% below the audited figure at the last audited quarter-end, a portfolio with 80.6% restricted securities, and total annual expenses of 2.65% to 3.53% a year depending on class, including acquired fund fees.
• What to watch next: (1) the first shareholder report that gives the June and September requests; if they are above 5%, the offers are prorated and the 2% extension becomes a board decision; (2) whether the adviser's 14.24% stake is sold into the offers; (3) how long the money market position stays above 20%; (4) the year-end audit against the December 31 and March 31 transaction NAVs.
• What the record does not say: nothing in the filings shows how many shares holders asked for in the interval offers, so any claim that “it is fully liquid” or “it is prorating” would be a guess. The tender era gives four quarters of 100% acceptance on a small base.

For other registered funds where repurchase requests have exceeded the 5% limit, see the private credit redemptions tracker.

FAQ

All figures are from Hamilton Lane Private Infrastructure Fund's SEC filings read on EDGAR on October 6, 2026: the four Schedule TO-I offers (filed May 12, 2025 to February 6, 2026) and their final amendments (filed September 19, 2025 to June 25, 2026), Form N-CSR for the year ended March 31, 2026 (accession 0001213900-26-066813) and for March 31, 2025 (0001213900-25-052447), the 424B3 supplement of January 9, 2026, the prospectuses filed July 29, 2025 (0001213900-25-068717) and July 29, 2026 (0001213900-26-082874), Forms N-23c-3 of May 15 and August 17, 2026, the Schedule 13D of April 25, 2025 and Forms NPORT-P for September 30 and December 31, 2025 and March 31 and June 30, 2026. Percentages of offers and net assets, sums across classes and offers, implied prices, quarter-on-quarter changes, waiver totals, the comparison of N-PORT position lists and illustrations of a 5% offer are our arithmetic. The March 2026 implied price and the expected timing of the next notice and of the first interval-offer results are our inference. This is analysis of public documents, not investment, legal or tax advice.