Common use of Authority and Duties of the Investment Manager Clause in Contracts

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the board of directors (the “Board of Directors” and each member of the Board of Directors, a “Director”) of the Fund) what investments will be purchased, held, sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held in cash or cash equivalents; and (iv) continuously review, supervise, and administer the investment program of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in AMG Pantheon Private Equity Master Fund, LLC (the “Master Fund”), which primarily invests, directly or indirectly, in private equity investments, including primary and secondary investments in private equity, infrastructure, and other private asset funds (collectively, “Investment Funds”) and co-investments in portfolio companies. The Master Fund may also invest in exchange-traded funds. The Investment Funds and portfolio companies in which the Master Fund expects to invest are not registered or required to register as investment companies under the Investment Company Act and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge, and deliver all subscription and other agreements, contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling, and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Directors, the responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Directors of the Fund and in accordance with (i) the terms hereof; (ii) the Fund’s limited liability company agreement; (iii) the investment objectives, policies, guidelines, and restrictions of the Fund, (iv) the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state laws; and (v) any policies determined by the Fund’s Board of Directors, all of (i)-(v) hereof as from time to time in effect. (c) Subject to the prior approval of a majority of the Directors, including a majority of the Directors who are not interested persons of the Fund (“Independent Directors”) and, to the extent required by the Investment Company Act and the rules and regulations thereunder (subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff and any applicable exemptive orders), by the investors of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. As used in this Section 2(c), the term “interested persons” has the meaning set forth in the Investment Company Act.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the board of directors (the “Board of Directors” and each member of the Board of Directors, a “Director”) of the Fund) what investments will be purchased, held, sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held in cash or cash equivalents; and (iv) continuously review, supervise, and administer the investment program of the Fund. The Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in AMG Pantheon Private Equity Master Fund, LLC (the “Master Fund”), which primarily invests, directly or indirectly, in private equity investments, including primary and secondary investments in private equity, infrastructure, and other private asset funds (collectively, “Investment Funds”) and co-investments in portfolio companies. The Master Fund may also invest in exchange-traded funds. The Investment Funds and portfolio companies in which the Master Fund expects to invest are not registered or required to register as investment companies under the Investment Company Act and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge, and deliver all subscription and other agreements, contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling, and redeeming its assets and placing orders for such purchases and sales. The Fund may delegate to the Investment Manager, subject to revocation at the discretion of its Board of Directors, the responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Directors of the Fund and in accordance with (i) the terms hereof; (ii) the Fund’s limited liability company agreement; (iii) the investment objectives, policies, guidelines, and restrictions of the Fund, (iv) the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state laws; and (v) any policies determined by the Fund’s Board of Directors, all of (i)-(v) hereof as from time to time in effect. (c) Subject to the prior approval of a majority of the Directors, including a majority of the Directors who are not interested persons of the Fund (“Independent Directors”) and, to the extent required by the Investment Company Act and the rules and regulations thereunder (subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff and any applicable exemptive orders), by the investors of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. As used in this Section 2(c), the term “interested persons” has the meaning set forth in the Investment Company Act.