SecProbe.io

CORRESP
1
filename1.htm

AMG Pantheon Infrastructure Fund, LLC

 Lisa M. Henry

T +1 617 951 7780

lisa.henry@ropesgray.com

February 14, 2025

 VIA EDGAR

Ms. Eileen Smiley

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Re: AMG Pantheon
Infrastructure Fund, LLC (the “Fund”) File Nos. 333-283670 and 811-24032

Dear Ms. Smiley:

 The following responds to the comments
provided via email on January 6, 2025, in connection with the Securities and Exchange Commission (“SEC”) staff’s review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company Act of 1940, as amended (the “1940 Act”) and Securities Act of 1933. The changes to the Fund’s disclosure discussed below are reflected in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For your convenience, we have repeated each comment below, and the Fund’s responses follow your comments. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

 PROSPECTUS

COVER PAGE, Pages 1 - 3

1.
 Page 1 references three separate classes of Units of the Fund that will be offered. Later in the
registration statement on Page 16, you state that the Adviser and “certain Funds” have obtained exemptive relief to operate 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.

Response: The Fund will rely on AMG Pantheon Credit Solutions Fund and Pantheon Ventures (US) LP (File No. 812-15534) Investment Company Act Rel. Nos. 35116 (January 26, 2024) (notice) and 35134 (February 21, 2024) (order).

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.

Response: The requested change has been made.

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 investments which is then defined as “Infrastructure Assets”. The Fund’s 80% investment policy is then defined by reference to investments in
“Infrastructure Assets.” Please clarify whether the Fund intends to invest in debt securities of companies, or private funds, in the infrastructure sector.

Response: The Fund may have exposure to infrastructure debt. The Fund has revised its disclosure in response to this comment.

4.
 Please explain supplementally to the staff 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 Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 (“1940 Act”). If so, registered
closed-end funds that invest more than 15% of their net assets in hedge funds or private 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 accredited investor standard. Please explain to us why it would be appropriate for the Fund to offer shares without imposing these limitations. The staff could have additional comments after reviewing your response.

 Response: Given the nature of the Investment Funds in which the Fund will seek to invest, the Fund does
not believe it is appropriate or in the best interests of investors for the Staff to impose the limitations described above. The Investment 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 Sections
3(c)(1), 3(c)(5), and/or 3(c)(7) under the 1940 Act. However, the nature of the investment portfolio, risk and expense profile of each Investment Fund the Fund will invest in largely will be consistent with that of a private real estate
investment trust (a “REIT”) and the Fund anticipates that it will primarily invest in Investment Funds that will not include funds that: engage in hedging related strategies (other than foreign currency hedging), have significant
exposure to commodities or derivatives, impose performance fees on unrealized gains, or employ a significant amount of leverage. Like most private REITs, the assets held by the various Investment Funds largely will be interests directly or
indirectly in physical assets or improvements on physical assets. 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. Imposing such a limitation on the Fund would significantly disadvantage the Fund relative to its
peer funds without a substantive difference between the investment portfolio of the Fund and such peers.

 Like investments held by private
REITs, the investments held by the Investment Funds in which the Fund will invest are long-duration investments. Indeed, the risk-return profile for infrastructure Investment Funds looks more like the spectrum of risks and returns applied to most
institutional real estate portfolios.

 The Fund notes that the Investment Funds in which it will invest will be managed by institutional
infrastructure managers. By investing in the Investment 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.

 2

 The operation of the Investment Funds is consistent with that of other institutional oriented
funds. In particular, the Investment Funds all will 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 Investment Fund.

5.
 Page 2 contains a statement that 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 reference to the section of the
registration statement that discusses the pertinent provisions of this Agreement and the By-Laws.

Response: The Fund has attached a copy of the Fund’s Agreement to the Fund’s prospectus as Appendix A and the Fund
added disclosure to that effect on page 2.

6.
 Please add a bullet to the Cover Page risk disclosure on Page 2 that states “An investor will pay a sales
load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of [__]% in order to recover
these expenses.”

 Response: The Fund has added the following disclosure in response to this comment:

 An investor will pay a sales load of up to 3.50% for Class M Units. The Fund will also incur organization and
offering expenses of [ ]%, which are paid by the Fund at the Fund level, and these costs are estimated to be approximately $[ ] and are reflected in the “Other Expenses” line item of the fee table. Please see “Summary of Fund
Expenses.” If you pay the maximum aggregate [ ]% for sales load and organization and offering expenses for Class M Units, [ ]% in organization and offering expenses for Class S Units and [ ]% in
organization and offering expenses for Class I Units, you must experience a total return on your net investment of [ ]% for Class M Units, [ ]% for Class S Units and [ ]% for
Class I Units 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 repurchase policies and attendant risks.

 Response: The requested change has been
made.

8.
 The third paragraph on Page 3 discusses generally the Fund’s repurchase policy. Please also
disclose on the Cover Page the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the Fund’s initial repurchase offer.

Response: The requested change has been made.

SUMMARY OF TERMS, Pages 5 - 25

9.
 The summary should be a clear and concise description 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 excessive detail and/or technical jargon better covered in Item 8 include, but is not limited to:

 3

(a)
 The section entitled “Investment Objective and Strategies” on Pages 5-7 includes excessive detail, including 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-principal investment strategies including descriptions of investments in two different subsidiaries;

Response: The Fund has revised the section “Investment Objective and Strategies” in response to this comment.

(b)
 The summary section also includes another section entitled “Investment Strategies” on Pages
7-11 that also goes into further descriptions 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 also contains further undefined terms (e.g., J-curve) that is more appropriately discussed in Item 8; and

 Response: The Fund has revised the section “Investment Strategy” in response to this comment.

(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 consider consolidating.

Response: The requested change has been made.

10.
 The final paragraph of the section entitled “Investment Objective and Strategies” on Page 7
references an exemptive order received by the Adviser that allows certain Funds advised by the Adviser to make co-investments with affiliates. Please identify to the staff by Investment Company Act Order
No. the exemptive order that allows this Fund to co-invest with certain affiliates.

Response: The Fund currently intends to rely on AMG Pantheon Master Fund, et al. (File No. 812-14626-01) Investment Company Act Rel. Nos. 33687 (November 18, 2019) (notice) and 33714 (December 13, 2019) (order).

11.
 In the first paragraph of the section entitled “Secondary Investments” on Page 8, we
note that the Fund will be making unfunded commitments to invest in private investment funds. Please supplementally explain if the Fund will treat its unfunded commitments as senior securities under Section 18(g) of the 1940 Act. If the Fund
has unfunded commitments that it will not treat as senior securities, please provide us with a representation that the Fund reasonably believes that its assets will provide adequate cover to allow it to satisfy its future unfunded investment
commitments, and include an explanation as to why the Fund believes it will be able to fund its future unfunded investment commitments.

Response: The Fund intends to make capital commitments that may be unfunded for some period of time and expects that these
unfunded capital commitments generally will not be treated as senior securities. The Fund represents that it reasonably believes that its assets will provide adequate coverage to allow it to satisfy any of its future unfunded capital commitments.
The Fund and the Adviser intend to monitor the Fund’s level of unfunded capital commitments to determine that the Fund has sufficient assets and available debt under leverage facilities to provide adequate coverage to satisfy unfunded capital
commitments that are likely to be drawn upon by Investment Funds.

 4

12.
 The registration statement identifies various types of pooled investment vehicles (including “private
investment funds”, “vehicles”, and “continuation vehicles”) that the Fund may invest in, without specifically defining 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 Sections 3(c)(1) or 3(c)(7) of the 1940 Act.

Please use consistent terminology to describe these pooled investment vehicles throughout the registration statement.

Response: The Fund has removed the phrase “continuation vehicle” from its Prospectus and has defined the various types
of pooled investment vehicles it may invest in. In addition, the Fund has added the following disclosure under “Investment Program.”

The Investment Funds are not registered as investment companies under the 1940 Act because they do not meet the definition of investment
company under the 1940 Act or because they are relying on exclusions in Sections 3(c)(1), 3(c)(5), and/or 3(c)(7).

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.

 Response: The Fund believes that Co-Investments are distinct from
Direct Investments for the reasons disclosed in the Registration Statement. Therefore, the Fund respectfully declines to make the requested change, but the Fund has clarified in the Registration Statement the meaning of the terms Co-Investments and Direct Investments.

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 feature of the Fund, consider moving this disclosure to Item 8 and discuss there the requirements for borrowing versus for derivatives.

Response: The requested change has been made.

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 considers “risk management” and “operational resilience”.

Response: The Fund has reviewed its disclosure and believes that the discussion of risk management on Page 9 of the Prospectus
provides a complete summary of the Adviser’s risk management diligence. The Adviser does not consider “operational resilience” as part of its diligence efforts and the Fund respectfully submits that such term is not used in the
Registration Statement.

16.
 The first sentence on Page 11 states that the “Adviser may invest the Fund’s assets in Priv