SecProbe.io

January 6, 2025
VIA E-MAIL
Ms. Lisa M. Henry, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston StreetBoston, MA 02199-3600
Re: AMG Pantheon Infr astructure Fund, LLC (the “Fund”)
       File Nos. 333-283670 and 811-24032
Dear Ms. Henry:
On December 6, 2024, you filed a registrati on statement on Form N-2 on behalf of
AMG Pantheon Infrastructure Fund, LLC (the  “Fund”) to register Units of the Fund. Our
comments are set forth below.  For conveni ence, we generally organized our comments
using the headings, defined terms and page numbers from the registration statement.
Where a comment is made with respect to th e disclosure in one location of the filing, it
applies to all similar disclosure found elsewhere.  Pleas e note that we may have more
comments after reviewing your responses. All refe rences to page numbers in this letter
refer to the pagination of th e registration statement.
PROSPECTUS
COVER PAGE, Pages 1-31.Page 1 references three separate classes of Unit s of the Fund that will be offered. Later
in the registration statement on Page 16 , you state that the Advi ser and “certain Funds”
have obtained exemptive relief to opera te a multi-class closed-end Fund. Please
identify the exemptive order by Investment Company Act Release Number that permits this Fund to offer multiple classes of shares.
2. Please add to the second sentence of the first page that the Fund will also make
periodic repurchases of its Units subject to certain conditions.  See, Item 1.b of Form
N-2.
3. The fifth sentence of the first paragraph on Page 1 states that the Fund “intends to
make investments in equity interests” across a wide variety of infrastructure

Ms. Lisa M. Henry, Esq.
Page 2
January 6, 2025

   investments which is then defined as “I nfrastructure Assets”.  The Fund’s 80%
investment policy is then defined by refe rence to investments in “Infrastructure
Assets.”  Please clarify whether the Fund in tends to invest in debt securities of
companies, or private funds, in the infrastructure sector.
4. Please explain supplementally to the sta ff whether the private investment funds
referenced in the seventh sentence of the first paragraph on Page 1  refer to private
funds relying on the exemptions in Secti on 3(c)(1) or 3(c)(7) of the Investment
Company Act of 1940 (“1940 Act”).  If so, re gistered closed-end funds that invest
more than 15% of their net a ssets in hedge funds or privat e equity funds should impose
a minimum initial investment requirement of at least $25,000 and restrict sales to
investors that, at a minimum, satisfy the accre dited investor standar d.  Please explain to
us why it would be appropriate for the F und to offer shares without imposing these
limitations. The staff could have  additional comments after re viewing your response.
5. Page 2  contains a statement th at purchasers of the Units will become bound by the
terms and conditions of the limited liability company agreement (“Agreement”).
Please add disclosure to this statement "as described in this registration statement" at the end of this sentence and add a cross re ference to the section of the registration
statement that discusses the pertinent provisions of this Agreement and the By-Laws.
6. Please add a bullet to the Cover Page risk disc losure on Page 2 that states “An investor
will pay a sales load of up to [_]% and of fering expenses of up to [_]% on the amounts
it invests. If you pay the maximum aggreg ate [__]% for sales load and offering
expenses, you must experience a total return on your net investment of [__]% in order
to recover these expenses.”
7. Please add a cross reference to the last bullet point on Page 2  to those sections of the
Prospectus that discuss the Fund’s repurch ase policies and attendant risks.
8. The third paragraph on Page 3  discusses generally the Fund’s repurchase policy. Please
also disclose on the Cover Page the in tervals between deadlines for repurchase
requests, pricing and repaymen t and, if applicable, the anticipated timing of the Fund's
initial repurchase offer.
SUMMARY OF TERMS, Pages 5-25
9. The summary should be a clear and concise de scription of the key features of the Fund
devoid of technical jargon with excessive  detail discussed in Item 8 with cross
references to the applicable sections of the registration statement that discuss items in more detail to ensure that other disclosure , such as the fee table is not obscured by
lengthy summary disclosure.  See Form N-2, Part A: The Prospectus .  Examples of
summary sections with excessi ve detail and/or technical ja rgon better covered in Item 8
include, but is not limited to:

Ms. Lisa M. Henry, Esq.
Page 3
January 6, 2025

   (a) The section entitled “Investment Objective and Strategies”  on Pages 5-7  includes
excessive detail, incl uding undefined terms ( e.g. club deal, continuation vehicle), a
non-exhaustive list, but not a comprehensive definition, of infrastructure assets, as
well as permissive, but non-pr incipal investment strategies  including descriptions of
investments in two different subsidiaries;
(b) The summary section also includes another section entitled “Investment
Strategies”  on Pages 7-11  that also goes into further de scriptions of the investment
process and other allocation methodology that can be summarized with cross
references to the Item 8 discussion of  the Fund's principal and non-principal
investment strategies; the discussion al so contains further undefined terms ( e.g., J-
curve) that is more appropriat ely discussed in Item 8; and
(c) The summary section contains a section entitled "The Fund"  on Page 5  and
another section entitled " The Fund " on Page 7 .  The section on Page 7  contains the
statement that the Fund has "features" of  a closed-end investment company that
conflicts with the description on Page 5  that the Fund is a closed-end fund.  Please
reconcile the disclosure in these two sections and consid er consolidating.
10. The final paragraph of the section entitled “Investment Objective and Strategies”  on
Page 7  references an exemptive order receive d by the Adviser that allows certain
Funds advised by the Adviser to make co-inv estments with affiliate s.  Please identify
to the staff by Investment Company Act Order No. the exemptive order that allows this Fund to co-invest with cer tain affiliates.
11. In the first paragraph of the section entitled “ Secondary Investments ” on Page 8, we
note that the Fund will be making unfunde d commitments to invest in private
investment funds.  Please supplementally explain if the Fund will treat its unfunded
commitments as senior securitie s under Section 18(g) of the 1940 Act. If the Fund has
unfunded commitments that it will not treat as se nior securities, please provide us with
a representation that the Fund reasonably belie ves that its assets will provide adequate
cover to allow it to satisfy its future unf unded investment commitments, and include an
explanation as to why the Fund believes it will be able to fund its future unfunded
investment commitments.
12. The registration statement identifies various  types of pooled i nvestment vehicles
(including “private investment funds”, “vehic les”, and “continuation vehicles”) that the
Fund may invest in, without specifically de fining these vehicles.  Please specifically
define each type of pooled investment vehicle the Fund may invest in, including
whether the pooled investment vehicle is relying upon an exclusion from the
investment company definition under the 1940 Act.   For example, the last paragraph of
the section entitled “Secondary Investments ” on Page 8, references continuation
vehicles.  Please disclose and supplementally  explain if these “continuation vehicles”
are funds relying on the exclusions under Secti ons 3(c)(1) or 3(c)(7) of the 1940 Act.

Ms. Lisa M. Henry, Esq.
Page 4
January 6, 2025

   Please use consistent terminology to desc ribe these pooled investment vehicles
throughout the registration statement.
13. In the section entitled “Co-Investments”  on Page 8, please clarify and consider
grouping these with “Direct Investments”  on Page 9  as they both involve direct
investments in securities issued by portfolio companies rather than investments in private funds.
14. The final paragraph on Page 9  that carries over to Page 10  discusses the Asset
Coverage Requirement.  As this  does not relate to a key fe ature of the Fund, consider
moving this disclosure to Item 8 and di scuss there the requirements for borrowing
versus for derivatives.
15. The first full paragraph on Page 9 discusses how the Adviser will diligence Private
Infrastructure Assets.  In an appropriate place in the Registration Statement, please
disclose how the Adviser c onsiders “risk management” a nd “operational resilience”.
16.  The first sentence on Page 11 states that the "Adviser may invest the Fund's assets in
Private Infrastructure Investments or Infrastructure Assets that engage in investment
strategies other than those described in th is Prospectus . . .."  Please supplementally
explain if this applies to investments that fall under the Fund's 80% policy, and if so,
please supplementally explain how this complie s with rule 35d-1.  If the disclosure is
referring to non-principal investments or te mporary defensive measures, then please
revise the disclosure accordingly.
17. The final sentence before the section entitled "Borrowing"  on Page 11  states that the
“[p]rivate Infrastructure Investments ar e not subject to the Fund's investment
restrictions and are generally subject to few investment limitations" and follows a
paragraph on Subchapter M.  Please explai n supplementally to the staff what this
sentence means and whether it is solely relate d to Subchapter M requirements.  If not,
please consider adding this to a risk section about the risks of investing in private funds
or remove this from the summary section a nd describe in greater detail in Item 8.
18. The section entitled  “Potential Benefits of  Investing in the Fund” on Page 12
discusses potential benefits of  investing in the Fund without clear disclosure about the
risks of investing in the Fund. The Synopsis should be a clear and concise summary of
the key features of the Fund and Registrant.  To  balance out this discussion if left in the
Summary, please add a section detailing the ma terial risks of investing in this Fund
immediately following this section.  The poten tial risks of investing in this Fund are
currently spread out throughout different parts of the Summary, including the final
paragraph in the section entitled “The Offering”  on
Page 13 , and the section entitled
“Risk Factors” on Pages 19 – 25 .
19. The Registration Statement refers to two subsidiaries (each a “Subsidiary”, and
collectively, “Subsidiaries”) in the Summary and Item 8 and discloses at times that these subsidiaries are wholly owned ( e.g., Page 6 of the Summary).  The second

Ms. Lisa M. Henry, Esq.
Page 5
January 6, 2025

   sentence of the section entitled "Management Fee"  on Page 14  and elsewhere in the
Registration Statement, discloses that th e Fund bears a proportionate share of the
investment manage ment fee paid by each Subsidiary.  In connection with the Fund’s
use of Subsidiaries:
(a) Please explain or confirm supplemen tally to the staff the following:
i. Confirm if each Subsidiary is wholly owned and, if not, please
disclose supplementally whether the Fund primarily controls the
subsidiary;
ii. If the subsidiaries are wholly owne d, please explain to the staff why
the Fund would only bear a proporti onate share of the investment
management fee paid by each Subsidiary;
iii. whether the financial statements of the wholly owned Subsidiary
will be consolidated with those of the Fund. If not, please explain
why not;
iv. Confirm that each Subsidiary and its  board of directors will agree to
inspection by the staff of the Subs idiary’s books and records, which
will be maintained in accordance with Section 31 of the 1940 Act.
(b) Please disclose the following points in an  appropriate place in the Registration
Statement:
i. that “Subsidiary” includes entities that engage in investment
activities in securities or other assets that are primarily controlled by the Fund;
ii. that the Fund complies with the provisions of the 1940 Act
governing investment polic ies (Section 8) on an aggregate basis with
the Subsidiary;
iii. that the Fund complies with the provisions of the 1940 Act
governing capital structure and leverage (Section 18) on an
aggregate basis with the Subsidiary so that the Fund treats the
Subsidiary’s debt as its ow n for purposes of Section 18;
iv. that any investment adviser to the Subsidiary complies with
provisions of the 1940 Act relating to  investment advisory contracts
(Section 15) as if it were an i nvestment adviser to the Fund under
Section 2(a)(20) of the Investme nt Company Act. Any investment
advisory agreement between the Subsidiary and its investment
adviser is a material contract that should be included as an exhibit to
the registration statement of th e Fund. If the same person is the
Adviser to both the Fund and the Subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory  agreements may be combined;

Ms. Lisa M. Henry, Esq.
Page 6
January 6, 2025

   v. that each Subsidiary complies with  provisions relati ng to affiliated
transactions and custody (Section 17) . Identify the custodian of the
Subsidiary, if any.
vi. any of the Subsidiary’s principal i nvestment strategies or principal
risks that constitute principal investment strategies or risks of the Fund. The principal investment st rategies and principal risk
disclosures of a Fund that invest s in a Subsidiary should reflect
aggregate operations of the Fund and the Subsidiary.
vii. the wholly-owned Subsidiary’s management fee (including any
performance fee), if any, will be included in “Management Fees,”
and the wholly-owned subsidiary’s expenses will be included in
“Other Expenses” in the Fund’s fee table; and
viii. Funds that invest only through wholly-owned subsidiaries should
disclose that the Fund does not or does not currently intend to create
or acquire primary control of any entity which primarily engages in
investment activities in securities or other assets, other than entities wholly-owned by the Fund.
20. The synopsis should contain a clear and concis e description of the key features of the
Expense Limitation and Reimbursement Agreement on Pages 15 -16  of the Summary
with cross references to the more deta iled description contained in Item 8.
21. The section entitled “Risk Factors”  on Pages 19- 25 of the Summary, should be a
clear and concise description of  the material risks of the Fund with cross references to
the more detailed risk disclosure contained on Pages [__]- [__]  of Item 8. As
referenced in Comment 18, if the section entitle d “Potential Benefits of Investing in the
Fund” is retained in the Summary, the materi al risks of investing in the Fund also
should be moved to appear immediately after th at section for a balanced presentation of
the potential benefits of investing in the Fund.
22.  The last paragraph of the section entitled  “Additional Information About the Fund”
on Page 25 contains disclaimers about the effect  of the Prospectus and Registration
Statement creating no contract or conferring any right not explicitly conferred by state
or federal securities laws th at cannot be waived.  Please add a cross-reference to the
section of the Registration Statement describing the Limited Liability Agreement and By-Laws that may limit an investor’s rights or attempt to waive any such right conferred under state or federal securities laws.

Ms. Lisa M. Henry, Esq.
Page 7
January 6, 2025

   SUMMARY OF FUND EXPENSES, PAGES 26-28
23. The Summary of Fund Expenses on Page 26  states that Annual Expenses are presented
as a "percentage of average net