June 9, 2025

Keitha L. Kinne

President

AMG Pantheon Infrastructure Lead Fund, LLC

680 Washington Boulevard, Suite 500

Stamford, CT 06901

 

Re:		AMG Pantheon Infrastructure Lead Fund, LLC (the “Fund”)

Dear Ms. Kinne:

Pursuant to the Investment Management Agreement between the Fund and Pantheon Infra Advisors LLC (“Pantheon Infra”) dated June 9, 2025, Pantheon Infra is entitled to an investment management fee at an annual rate of 1.30% of the Fund’s average daily managed assets.¹ Pursuant to a Subadvisory Agreement between Pantheon Infra and Pantheon Ventures (US) LP dated June 9, 2025, Pantheon Ventures is entitled to a subadvisory fee at an annual rate of [ ]% of the Fund’s average daily managed assets. By our execution of this letter agreement (this “Agreement”), intending to be legally bound hereby, Pantheon Infra agrees irrevocably that it shall waive management fees equal to 0.50% of the Fund’s average daily managed assets and Pantheon Ventures agrees irrevocably that it shall waive subadvisory fees equal to [ ]% of the Fund’s average daily managed assets, each for a period of one year following AMG Pantheon Infrastructure Fund, LLC’s commencement of investment operations.

 

 

1

“Managed Assets” means the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares) as of each day.

 

Your signature below acknowledges acceptance of this Agreement:
AMG Pantheon Infrastructure Lead Fund, LLC
By:		/s/ Keitha L. Kinne
Name:		Keitha L. Kinne
Title:		President