AMG Pantheon Seeks Board Expansion, Adds Two New Directors

TL;DR

**Vote FOR the AMG Pantheon board expansion; it's a smart move for long-term stability and fresh oversight in a complex fund structure.**

AI Summary

AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC are soliciting unitholder votes for the election of directors at a combined special meeting on January 28, 2026. The Boards of Directors unanimously recommend voting 'FOR' the proposal to increase the number of directors from four to six. This expansion is part of the Board's succession planning to ensure continuity and discharge fiduciary duties. The four incumbent director nominees are Kurt A. Keilhacker, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston. Two new nominees, Jill R. Cuniff and Peter W. MacEwen, are proposed to join the Board. Unitholders of record as of October 31, 2025, are eligible to vote. The Feeder Fund will pass through its unitholders' votes to the Master Fund proportionally. If a quorum is not met, the two new nominees will not be elected, but incumbent directors will continue to serve.

Why It Matters

This board expansion for AMG Pantheon Fund and Master Fund signals a proactive approach to governance and long-term stability, which is crucial for investors in these closed-end, non-diversified funds. The addition of two new directors, Jill R. Cuniff and Peter W. MacEwen, could bring fresh perspectives and expertise, potentially enhancing oversight of the Investment Adviser, Pantheon Ventures (US) LP, and the Administrator, AMG Funds LLC. In a competitive private markets landscape, strong, continuous board leadership is vital for navigating complex investment strategies and protecting unitholder interests, especially given the indirect ownership by Affiliated Managers Group, Inc.

Risk Assessment

Risk Level: low — The filing primarily concerns a routine election of directors and a board expansion from four to six members, which is a governance-focused proposal. There are no indications of financial distress, significant operational changes, or adverse regulatory actions. The unanimous recommendation by the Boards of Directors for the proposal further mitigates risk.

Analyst Insight

Investors should vote 'FOR' the election of directors to support the Board's succession planning and ensure continuity in fund oversight. Participate in the vote by January 28, 2026, to avoid potential delays and additional solicitation costs for the Funds.

Key Numbers

• 4 — Current number of Directors (Proposed to increase to 6)
• 6 — Proposed number of Directors (Increase from 4 for succession planning)
• 2 — Number of new Director nominees (Jill R. Cuniff and Peter W. MacEwen)
• 2025-10-31 — Record Date (Unitholders of record eligible to vote)
• 2026-01-28 — Meeting Date (Combined special meeting of unitholders)
• 11:15 a.m. Eastern Time — Meeting Time (Time of the special meeting)
• 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901 — Meeting Location (Offices of AMG Funds LLC)
• 1/3 — Quorum requirement (One-third of total votes eligible to be cast)
• 800-676-7437 — Proxy Solicitor Toll-Free Number (EQ Fund Solutions, LLC contact for questions)

Key Players & Entities

• AMG Pantheon Fund, LLC (company) — Feeder Fund
• AMG Pantheon Master Fund, LLC (company) — Master Fund
• Pantheon Ventures (US) LP (company) — Investment Adviser
• AMG Funds LLC (company) — Administrator and Sponsor
• Affiliated Managers Group, Inc. (company) — Indirectly owns majority of Investment Adviser
• Kurt A. Keilhacker (person) — Incumbent Director Nominee
• Eric Rakowski (person) — Incumbent Director Nominee
• Victoria L. Sassine (person) — Incumbent Director Nominee
• Garret W. Weston (person) — Incumbent Director Nominee
• Jill R. Cuniff (person) — New Director Nominee
• Peter W. MacEwen (person) — New Director Nominee
• EQ Fund Solutions, LLC (company) — Funds' proxy solicitor

FAQ

Industry Context

The asset management industry, particularly for alternative investment funds like those managed by AMG Pantheon, is characterized by increasing regulatory scrutiny and a focus on corporate governance. Investors are increasingly demanding transparency and robust oversight. Succession planning for fund boards is a critical aspect of ensuring long-term stability and fiduciary responsibility, especially in complex investment vehicles.

Regulatory Implications

The proposal to increase the number of directors is a governance matter that falls under the purview of securities regulations. Ensuring proper disclosure and adherence to voting procedures outlined in Schedule 14A is crucial. The election of directors is a fundamental aspect of fund governance, and any failure to meet quorum or procedural requirements could lead to delays or necessitate re-solicitation, incurring additional costs and potentially impacting investor confidence.

What Investors Should Do

1. Vote 'FOR' the proposal to increase the number of directors from four to six.
2. Ensure your vote is cast by the meeting date of January 28, 2026.
3. Contact EQ Fund Solutions, LLC at 800-676-7437 if you have any questions about the proposal or voting procedures.

Key Dates

• 2025-10-31: Record Date — Unitholders of record as of this date are eligible to vote at the special meeting.
• 2026-01-28: Combined Special Meeting — Unitholders will vote on the election of directors. A quorum requires one-third of total votes eligible to be cast.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters requiring their vote, such as the election of directors. (This document is the proxy statement soliciting unitholder votes for the election of directors.)

Feeder Fund

AMG Pantheon Fund, LLC, which invests in the Master Fund. (Unitholders of the Feeder Fund are being asked to vote on the election of directors, and their votes will be passed through to the Master Fund.)

Master Fund

AMG Pantheon Master Fund, LLC, which holds the underlying investments. (The Master Fund's directors are also being elected, and the Feeder Fund's vote is passed through to it.)

Nominee

A candidate proposed for election as a director to the Board. (The proposal concerns the election of six nominees, four incumbents and two new candidates.)

Plurality Vote

A voting system where the candidate who receives the most votes is elected, even if they do not receive a majority (more than 50%) of the votes. (This is the voting standard required to elect each director nominee; the six nominees with the highest number of votes will be elected.)

Quorum

The minimum number of unitholders or votes required to be present at a meeting for business to be legally transacted. (A quorum of one-third of the total votes eligible to be cast is required for the election of directors to proceed.)

Proxy Solicitor

A third-party firm hired by a company to assist in soliciting proxy votes from shareholders. (EQ Fund Solutions, LLC is acting as the proxy solicitor and can be contacted by unitholders with questions.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on director elections and board expansion, not a comprehensive annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The key change highlighted is the proposed increase in the number of directors from four to six, driven by succession planning, which is a governance-focused initiative rather than a financial performance update.

Filing Documents

• d35955ddef14a.htm (DEF 14A) — 256KB
• g35955dsp042.jpg (GRAPHIC) — 236KB
• g35955dsp043.jpg (GRAPHIC) — 166KB
• g35955dsp044.jpg (GRAPHIC) — 237KB
• g35955dsp045.jpg (GRAPHIC) — 168KB
• g35955dsp46.jpg (GRAPHIC) — 5KB
• 0001193125-25-326839.txt ( ) — 1376KB

From the Filing

DEF 14A 1 d35955ddef14a.htm AMG PANTHEON FUND, LLC AND AMG PANTHEON MASTER FUND, LLC AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under 240.14a-12 AMG PANTHEON FUND, LLC AMG PANTHEON MASTER FUND, LLC (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents December 19, 2025 AMG PANTHEON FUND, LLC AMG PANTHEON MASTER FUND, LLC Dear Unitholder: I am writing to you about an important proposal relating to AMG Pantheon Fund, LLC (the "Feeder Fund") and AMG Pantheon Master Fund, LLC (the "Master Fund," and together with the Feeder Fund, the "Funds" and each a "Fund"). This joint proxy statement asks you to consider and vote on the following proposal: Proposal Summary Fund(s) Voting on the Proposal 1. Election of Directors. Unitholders of the Feeder Fund will vote together regarding the election of Directors for the Feeder Fund. Unitholders of the Master Fund will vote together regarding the election of Directors for the Master Fund. As a unitholder of the Master Fund, the Feeder Fund is "passing-through" the vote to its unitholders and will treat votes cast with respect to the election of Directors for the Feeder Fund to be voting instructions for the Feeder Fund to vote in the same proportion for the election of Directors for the Master Fund. A combined special meeting of unitholders (the "Meeting") of the Funds has been scheduled for January 28, 2026 to vote on this matter. If you are a unitholder of record of any of the Funds as of the close of business on October 31, 2025, you are entitled to vote at the Meeting and any adjournment(s) or postponement(s) of all or any portion of the Meeting, even if you no longer own your units. Pursuant to these materials, you are being asked to vote on the proposal noted above. For the reasons discussed in the enclosed materials, the Boards of Directors of the Funds recommend that you vote "FOR" the proposal. You can vote in one of four ways: Over the Internet, through the website listed on the proxy card, By telephone, using the toll-free number listed on the proxy card, By mail, using the enclosed proxy card – be sure to sign, date and return the proxy card in the enclosed postage-paid envelope, or In person at the unitholder meeting on January 28, 2026. Please see additional information regarding the unitholder meeting in the enclosed materials. We encourage you to vote over the Internet or by telephone using the voting control number that appears on your proxy card. Please take the time to carefully consider and vote on this important proposal. Please also read the enclosed information carefully before voting. If you have questions, please call EQ Fund Solutions, LLC, the Funds' proxy solicitor, toll-free at (800) 676-7437. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Fund(s) prior to the Meeting, or by voting in person at the Meeting. Table of Contents We appreciate your participation and prompt response in this matter and thank you for your continued support. Sincerely, /s/ Keitha L. Kinne Keitha L. Kinne President PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS. Table of Contents QUESTIONS AND ANSWERS The following "Questions and Answers" section is a summary and is not intended to be as detailed as the discussion found in the proxy materials. For this reason, the information is qualified in its entirety by reference to the enclosed joint proxy statement to unitholders ("Joint Proxy Statement"). Q. Why am I receiving this Joint Proxy Statement? A. You are receiving these proxy materials — that include the Joint Proxy Statement and your proxy card — because you have the right to vote on an important proposal concerning AMG Pantheon Fund, LLC (the "Feeder Fund") and AMG Pantheon Master Fund, LLC (the "Ma

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View this DEF 14A filing on SEC EDGAR