0001213900-24-067231 Sample Contracts

HAMILTON LANE PRIVATE INFRASTRUCTURE FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST June 17, 2024
Agreement and Declaration • August 9th, 2024 • Hamilton Lane Private Infrastructure Fund

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on June 17, 2024, by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.

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EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT Hamilton Lane Private Infrastructure Fund
Limitation and Reimbursement Agreement • August 9th, 2024 • Hamilton Lane Private Infrastructure Fund

AGREEMENT made as of the 17th day of June, 2024, by and between Hamilton Lane Private Infrastructure Fund, a Delaware statutory trust (the “Fund”), and Hamilton Lane Advisors, L.L.C. (the “Adviser”), an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.

MANAGEMENT FEE WAIVER AGREEMENT HAMILTON LANE PRIVATE INFRASTRUCTURE FUND
Management Fee Waiver Agreement • August 9th, 2024 • Hamilton Lane Private Infrastructure Fund • Washington

This agreement (the “Agreement”) will be governed by, construed under and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the Commonwealth of Pennsylvania and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 9th, 2024 • Hamilton Lane Private Infrastructure Fund

This INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) is made this [●] day of [●], 2024, by and between [●] (the “Fund”) and Hamilton Lane Advisors, L.L.C., a limited liability company organized under the laws of the Commonwealth of Pennsylvania (the “Adviser”).

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