AMG Pantheon Infrastructure Fund, LLC Sample Contracts
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENTTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Transfer Agency And Shareholder Services Agreement is made as of October 1, 2014 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC, severally and not jointly (each, a “Fund,” and collectively, the “Funds”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein.
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
THIS AGREEMENT is made as of _____________________, by and between each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).
CUSTODY AGREEMENT by and between each of AMG PANTHEON PRIVATE EQUITY FUND, LLC, and AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC, severally and not jointly, and THE BANK OF NEW YORK MELLONCustody Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, by and between each of AMG PANTHEON PRIVATE EQUITY FUND, LLC, a limited liability company organized under the laws of the state of Delaware, and AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC, a limited liability company organized under the laws of the state of Delaware, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).
AMG PANTHEON INFRASTRUCTURE SUBSIDIARY FUND, LLC INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • Delaware
This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of [ ] (the “Agreement”), is between Pantheon Infra Advisors LLC, a limited liability company organized under the laws of Delaware (the “Investment Manager”), and AMG Pantheon Infrastructure Subsidiary Fund, LLC, a limited liability company organized under the laws of Delaware (the “Fund”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
This DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of [ ], 2025 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Infra Advisors LLC (“Affiliate”), a Delaware limited liability company that is an affiliate of AMGD, and AMG Pantheon Infrastructure Fund, LLC, a Delaware limited liability company (the “Fund”).
AMG PANTHEON INFRASTRUCTURE FUND, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated and effective as of November 21, 2024Limited Liability Company Agreement • December 6th, 2024 • AMG Pantheon Infrastructure Fund, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of AMG PANTHEON INFRASTRUCTURE FUND, LLC (the “Fund”) is dated and effective as of November 21, 2024 by and among AMG Funds LLC, as Organizational Member and Sponsor, Pantheon Ventures (US) LP, as Adviser, the Directors identified on Schedule I hereto, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.
SECOND AMENDED AND RESTATED BY-LAWS OF AMG PANTHEON INFRASTRUCTURE FUND, LLC (Dated as of April 4, 2025)By-Laws • April 4th, 2025 • AMG Pantheon Infrastructure Fund, LLC
Amendment No. 2 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 2 To Transfer Agency And Shareholder Services Agreement, dated as of January 1, 2020 (“Amendment No. 2”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC, severally and not jointly (each, a “Fund” and collectively, the “Funds”).
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
SUBADVISORY AGREEMENTSubadvisory Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • Delaware
AGREEMENT made as of the [_______ day of ____, ____], between Pantheon Infra Advisors LLC, a limited liability company organized under the laws of the State of Delaware with its principal place of business at 555 California Street, Suite 3450, San Francisco, CA 94104 (the “Adviser”), and Pantheon Ventures (US) LP, a limited partnership organized under the laws of the State of Delaware with its principal place of business at 555 California Street, Suite 3450, San Francisco, CA 94104 (the “Subadviser”).
SUB-DISTRIBUTION AGREEMENTSub-Distribution Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
This SUB-DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of [ ], 2025 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, and Pantheon Securities, LLC (“Pantheon”), a Delaware limited liability company.
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of June 23, 2021 (“Effective Date”), amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment (“Amendment”) is made as of April 16, 2021 (“Effective Date”), by and between each of AMG PANTHEON FUND, LLC, AMG PANTHEON MASTER FUND, LLC and AMG PANTHEON SUBSIDIARY FUND, LLC (each, a “Fund”, collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
Amendment No. 5 To Transfer Agency and Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 5 To Transfer Agency And Shareholder Services Agreement (“Amendment No. 5”), dated as of February 12, 2024 (“Effective Date”), is being entered into by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”), AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”) and AMG Pantheon Credit Solutions Fund (“AMG Pantheon Credit Solutions”), a closed-end fund operating as an interval fund, severally and not jointly (each, a “Fund” and collectively, the “Funds”).
AMENDMENTCustody Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of June 23, 2021 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
Amendment No. 3 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 3 To Transfer Agency And Shareholder Services Agreement, dated as of December 31, 2020 (“Amendment No. 3”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”) and AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”), severally and not jointly (each, a “Fund” and collectively, the “Funds”).
Amendment No. 4 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 4 To Transfer Agency And Shareholder Services Agreement (“Amendment No. 4”), dated as of July 3, 2023 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”) and AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”), severally and not jointly (each, a “Fund” and collectively, the “Funds”).
Amendment No. 1 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 1 To Transfer Agency And Shareholder Services Agreement, dated as of October 27, 2015 (“Amendment No. I”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC, severally and not jointly (each, a “Fund,” and collectively, the “Funds”).
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of April 10, 2025, amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of July 23, 2024, amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
ADMINISTRATION AGREEMENTAdministration Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
This AGREEMENT, made as of this [ ] day of [ ], 2025 by and between AMG Pantheon Infrastructure Fund, LLC, a limited liability company organized under the laws of the State of Delaware (the “Fund”), and AMG Funds LLC, a limited liability company organized under the laws of the State of Delaware (the “Administrator”).
Amendment No. 6 To Transfer Agency and Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
This Amendment No. 6 To Transfer Agency And Shareholder Services Agreement (“Amendment No. 6”), dated as of April 10, 2025 (“Effective Date”), is being entered into by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”), AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”), AMG Pantheon Credit Solutions Fund (“AMG Pantheon Credit Solutions”), and AMG Pantheon Infrastructure Fund, LLC (“AMG Pantheon Infrastructure”), severally and not jointly (each, a “Fund” and collectively, the “Funds”).
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • June 1st, 2026 • AMG Pantheon Infrastructure Fund, LLC
THIS AMENDMENT is entered into as of April 1, 2026 by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Infra Advisors LLC (“Affiliate”), a Delaware limited liability company that is an affiliate of AMGD, and AMG Pantheon Infrastructure Fund, LLC, a Delaware limited liability company (the “Fund”) (the “Amendment”).
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of February 12, 2024, amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
AMENDMENTFund Administration and Accounting Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of May __, 2025, amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
AMENDMENTCustody Agreement Amendment • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of February 12, 2024 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
AMENDMENTCustody Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of April 10, 2025 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
AMENDMENTCustody Agreement Amendment • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
LETTER AGREEMENTExpense Limitation and Reimbursement Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC
AMENDMENTCustody Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of July 23, 2024 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
AMENDMENTCustody Agreement • May 8th, 2025 • AMG Pantheon Infrastructure Fund, LLC • New York
AMENDMENT dated as of May__, 2025 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).