AMG Pantheon Funds Propose Board Expansion to Six Directors

TL;DR

**Vote FOR the AMG Pantheon board expansion; it's a smart, proactive governance move for long-term stability.**

AI Summary

AMG Pantheon Master Fund, LLC and AMG Pantheon Fund, LLC are seeking unitholder approval for the election of six Directors, increasing the Board size from four to six. The incumbent Director nominees are Kurt A. Keilhacker, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston, with new nominees Jill R. Cuniff and Peter W. MacEwen. This change is part of the Board's succession planning to ensure continuity and discharge fiduciary duties on a long-term basis. The Boards of Directors of both Funds unanimously recommend a 'FOR' vote for all nominees. The combined special meeting of unitholders is scheduled for January 28, 2026, at 11:15 a.m. Eastern Time. Unitholders of record as of October 31, 2025, are eligible to vote. The Feeder Fund will 'pass-through' votes to the Master Fund proportionally, including uninstructed votes. A plurality vote is required for election, meaning the six nominees receiving the highest number of votes will be elected. If a quorum is not met, the incumbent Directors will continue, but the two new nominees will not be elected.

Why It Matters

This DEF 14A filing signals AMG Pantheon's proactive approach to governance and long-term stability by expanding its Board from four to six directors. For investors, a larger, potentially more diverse board could enhance oversight and strategic decision-making, crucial for a closed-end, non-diversified investment company. This move could also be seen as a competitive advantage, demonstrating robust corporate governance in a market where investor confidence is paramount. Employees and customers benefit from stable leadership, while the broader market observes how investment funds adapt their governance structures for future challenges.

Risk Assessment

Risk Level: low — The risk level is low as the proposal is a routine election of directors, including an expansion of the board from four to six members, which is a governance enhancement. The Board unanimously recommends voting 'FOR' the proposal, and the primary risk cited is the potential for incumbent directors to continue if a quorum is not met, preventing the new nominees from joining.

Analyst Insight

Investors should vote 'FOR' the election of all six director nominees as recommended by the Board. This action supports enhanced governance and long-term stability for AMG Pantheon Master Fund and AMG Pantheon Fund.

Key Numbers

• 4 — Current number of Directors (The Board currently consists of four Directors.)
• 6 — Proposed number of Directors (The Board proposes to increase the number of Directors from four to six.)
• January 28, 2026 — Date of Special Meeting (The combined special meeting of unitholders is scheduled for this date.)
• October 31, 2025 — Record Date for Voting (Unitholders of record on this date are entitled to vote.)
• 11:15 a.m. Eastern Time — Meeting Time (The special meeting will commence at this time.)
• 1/3 — Quorum Requirement (One-third of total eligible votes constitutes a quorum for each Fund.)
• (800) 676-7437 — Proxy Solicitor Toll-Free Number (Contact number for EQ Fund Solutions, LLC for questions.)

Key Players & Entities

• AMG Pantheon Master Fund, LLC (company) — Master Fund registrant
• AMG Pantheon Fund, LLC (company) — Feeder Fund registrant
• 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
• Pantheon Ventures (US) LP (company) — Investment Adviser to the Funds
• AMG Funds LLC (company) — Administrator and Sponsor to the Funds

FAQ

Industry Context

The asset management industry, particularly for alternative investment funds like AMG Pantheon, is characterized by increasing regulatory scrutiny and a focus on robust corporate governance. Investors are increasingly demanding transparency and effective oversight from fund boards. Succession planning and board refreshment are critical for ensuring long-term stability and fiduciary responsibility in this environment.

Regulatory Implications

The proposed increase in the number of directors and the election process are subject to SEC regulations governing proxy solicitations and fund governance. Ensuring proper disclosure and adherence to voting requirements is crucial for compliance. The 'pass-through' voting mechanism for the Feeder Fund's investment in the Master Fund also requires careful adherence to regulatory guidelines to ensure accurate representation of unitholder interests.

What Investors Should Do

1. Vote 'FOR' all six Director nominees.
2. Review the Joint Proxy Statement carefully.
3. Vote by January 28, 2026.
4. Contact EQ Fund Solutions, LLC at (800) 676-7437 for questions.

Key Dates

• 2026-01-28: Combined special meeting of unitholders — Unitholders will vote on the election of six Directors to the Board, increasing the Board size from four to six.
• 2025-10-31: Record date for voting eligibility — Unitholders of record on this date are entitled to vote at the special meeting.
• 2025-12-19: Date of Proxy Statement — This document outlines the proposal and solicits unitholder votes.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the DEF 14A filing for AMG Pantheon Master Fund, LLC and AMG Pantheon Fund, LLC, detailing the proposal for unitholder approval.)

Feeder Fund

A fund that invests all of its assets in another fund, known as a master fund. (AMG Pantheon Fund, LLC is the Feeder Fund, investing in the AMG Pantheon Master Fund, LLC.)

Master Fund

A fund that pools assets from one or more feeder funds and is responsible for the underlying investments. (AMG Pantheon Master Fund, LLC is the Master Fund, receiving investments from the Feeder Fund.)

Plurality vote

A voting system where the candidate or candidates with the most votes are elected, even if they do not receive a majority of the votes cast. (This is the voting standard required for the election of Directors; the six nominees with the highest number of votes will be elected.)

Quorum

The minimum number of members of a deliberative assembly or legislative body that must be present for a vote on a particular business to take place. (One-third of total eligible votes constitutes a quorum for each Fund; without a quorum, the proposed director elections cannot proceed.)

Pass-through vote

A mechanism where a feeder fund's unitholders provide voting instructions that are then used by the feeder fund to cast its vote in the master fund. (The Feeder Fund will pass through the votes of its unitholders to instruct how the Feeder Fund votes its interest in the Master Fund.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data typically found in annual reports (e.g., 10-K). The primary focus is on governance changes, specifically the proposed increase in the number of Directors from four to six and the election of new nominees. There is no information provided on revenue growth, margin changes, or new risks compared to a prior period within this specific document.

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

View Full Filing

View this DEF 14A filing on SEC EDGAR