AMG Pantheon Seeks Shareholder Nod for Expanded Six-Member Board

TL;DR

**Vote FOR the Trustee elections; the Board's expansion is a smart move for long-term stability and oversight.**

AI Summary

AMG Pantheon Credit Solutions Fund is seeking shareholder approval for the election of six incumbent Trustees at a special meeting scheduled for January 28, 2026. The Board of Trustees, in a strategic move for succession planning and continuity, increased its size from four to six members and appointed Jill R. Cuniff and Peter W. MacEwen as new Trustees effective June 12, 2025. The Board unanimously recommends shareholders vote 'FOR' the election of all six nominees: Jill R. Cuniff, Kurt A. Keilhacker, Peter W. MacEwen, Eric Rakowski, Victoria L. Sassine, and Garret W. Weston. Each Trustee, if elected, will serve for an indefinite term until death, resignation, removal, or the next election. The filing emphasizes the importance of shareholder participation to avoid delays and additional solicitation costs, with a quorum requiring one-third of shares entitled to vote. The Fund's investment adviser is Pantheon Ventures (US) LP, and AMG Funds LLC serves as administrator and sponsor.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the proposed leadership structure of AMG Pantheon Credit Solutions Fund, directly impacting governance and oversight. The expansion of the Board from four to six Trustees, including the appointment of two new members, suggests a proactive approach to long-term stability and fiduciary duty, which can instill confidence in investors. For the broader market, particularly in the closed-end fund space, this highlights ongoing efforts by funds to strengthen their governance frameworks. In a competitive landscape, a robust and well-planned board succession can be a differentiator, signaling stability and thoughtful management to potential and existing shareholders.

Risk Assessment

Risk Level: low — The risk level is low because this filing primarily concerns a routine election of Trustees, which is a standard governance procedure. The Board unanimously recommends voting 'FOR' the proposal, and the expansion from four to six Trustees, effective June 12, 2025, is presented as a succession planning effort to ensure continuity, not a response to a crisis.

Analyst Insight

Investors should vote 'FOR' the election of Trustees as recommended by the Board to support the Fund's governance continuity and succession planning. Promptly submitting your vote via internet, telephone, or mail will help the Fund avoid unnecessary solicitation costs and delays.

Key Numbers

• 6 — Number of Trustees proposed for election (Increased from 4 to 6 as part of Board succession planning)
• 4 — Previous number of Trustees (Board increased from 4 to 6 Trustees)
• 2 — Number of new Trustees appointed (Jill R. Cuniff and Peter W. MacEwen appointed effective June 12, 2025)
• 2025-06-12 — Effective date of new Trustee appointments (Jill R. Cuniff and Peter W. MacEwen appointed)
• 2026-01-28 — Date of Special Meeting of Shareholders (Meeting to vote on Trustee elections)
• 2025-10-31 — Record Date for voting eligibility (Shareholders of record on this date are entitled to vote)
• 1/3 — Quorum requirement for transaction of business (One-third of shares entitled to vote)
• (888) 887-1266 — Toll-free number for proxy solicitor (EQ Fund Solutions, LLC contact for shareholder questions)

Key Players & Entities

• AMG Pantheon Credit Solutions Fund (company) — Registrant and Fund seeking Trustee election
• Jill R. Cuniff (person) — New Trustee appointed June 12, 2025, and Nominee for election
• Peter W. MacEwen (person) — New Trustee appointed June 12, 2025, and Nominee for election
• Kurt A. Keilhacker (person) — Incumbent Trustee Nominee for election
• Eric Rakowski (person) — Incumbent Trustee Nominee for election
• Victoria L. Sassine (person) — Incumbent Trustee Nominee for election
• Garret W. Weston (person) — Incumbent Trustee Nominee for election
• Keitha L. Kinne (person) — President of AMG Pantheon Credit Solutions Fund
• EQ Fund Solutions, LLC (company) — Fund's proxy solicitor
• Pantheon Ventures (US) LP (company) — Investment Adviser to the Fund

FAQ

Industry Context

The closed-end fund industry, particularly those focused on credit solutions, operates within a complex financial landscape. These funds often invest in private credit, which can offer attractive yields but also carries higher risks compared to traditional public markets. The competitive landscape includes various asset managers and specialized credit funds vying for investor capital. Industry trends include a growing demand for alternative credit investments, driven by low interest rates in traditional fixed income and a search for yield, alongside increasing regulatory scrutiny on non-bank financial institutions.

Regulatory Implications

The election of Trustees is a standard governance procedure for registered investment companies, subject to SEC regulations. Changes in board composition or size may be reviewed for compliance with governance rules. The Fund's operations as a credit solutions provider are also subject to financial regulations, including those related to investment advisory services and disclosure requirements, ensuring transparency and investor protection.

What Investors Should Do

1. Vote your proxy
2. Review Proxy Materials
3. Contact EQ Fund Solutions with questions

Key Dates

• 2026-01-28: Special Meeting of Shareholders — Shareholders will vote on the election of six Trustees. A quorum requires one-third of shares entitled to vote.
• 2025-10-31: Record Date for voting eligibility — Shareholders of record on this date are entitled to vote at the Special Meeting.
• 2025-06-12: Appointment of new Trustees — Jill R. Cuniff and Peter W. MacEwen were appointed as Trustees, increasing the Board size from four to six.
• 2025-03-31: Fiscal Year End — The annual report for the fiscal year ended on this date is available, containing financial reports.
• 2025-09-30: Semi-annual Report Date — The semi-annual report dated on this date is available, providing interim financial information.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when a company is soliciting their proxy votes. (This document is the DEF 14A filing for AMG Pantheon Credit Solutions Fund, outlining the proposal for the election of Trustees and related information.)

Trustee

A member of the Board of Trustees, responsible for overseeing the management and affairs of the Fund. (The primary purpose of this filing is to seek shareholder approval for the election of six Trustees to the Fund's Board.)

Proxy Statement

A document that provides shareholders with information about matters to be voted on at a shareholder meeting and how their votes will be used. (This document is the Proxy Statement for the special meeting, detailing the proposal for Trustee elections and recommending a 'FOR' vote.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of one-third of the shares entitled to vote is required for the Special Meeting to conduct business, including the election of Trustees.)

Plurality

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. (The election of Trustees requires an affirmative vote of a plurality of the shares present at the meeting, meaning the six nominees with the most votes will be elected.)

Investment Adviser

An entity that manages a client's investment portfolio, making investment decisions on their behalf. (Pantheon Ventures (US) LP is identified as the Investment Adviser for AMG Pantheon Credit Solutions Fund.)

Administrator

An entity responsible for the administrative functions of a fund, such as accounting, compliance, and shareholder services. (AMG Funds LLC serves as the Administrator and sponsor for AMG Pantheon Credit Solutions Fund.)

Proxy Solicitor

A firm hired by a company to assist in soliciting proxy votes from shareholders. (EQ Fund Solutions, LLC is acting as the proxy solicitor for this meeting, and shareholders can contact them with questions at (888) 887-1266.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on the election of Trustees, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable. The key change highlighted is the strategic increase in the Board of Trustees from four to six members, with the appointment of two new Trustees, Jill R. Cuniff and Peter W. MacEwen, effective June 12, 2025, as part of succession planning. No new significant risks or changes in the Fund's operational or financial structure are detailed in this specific proxy solicitation document.

Filing Documents

• d57741ddef14a.htm (DEF 14A) — 234KB
• g57741g40h00.jpg (GRAPHIC) — 349KB
• g57741g50h00.jpg (GRAPHIC) — 265KB
• g57741g59w85.jpg (GRAPHIC) — 4KB
• 0001193125-25-326844.txt ( ) — 1087KB

From the Filing

DEF 14A 1 d57741ddef14a.htm AMG PANTHEON CREDIT SOLUTIONS FUND AMG Pantheon Credit Solutions Fund 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 CREDIT SOLUTIONS FUND (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 CREDIT SOLUTIONS FUND Dear Shareholder: I am writing to you about an important proposal relating to AMG Pantheon Credit Solutions Fund (the "Fund"). This proxy statement asks you to consider and vote on the following proposal: 1. Election of Trustees A special meeting of shareholders (the "Meeting") of the Fund has been scheduled for January 28, 2026 to vote on this matter. If you are a shareholder of record of the Fund 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 shares. Pursuant to these materials, you are being asked to vote on the proposal noted above. For the reasons discussed in the enclosed materials, the Board of Trustees of the Fund recommends 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 shareholder meeting on January 28, 2026. Please see additional information regarding the shareholder 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 Fund's proxy solicitor, toll-free at (888) 887-1266. 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 prior to the Meeting, or by voting in person at the Meeting. 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 proxy statement to shareholders ("Proxy Statement"). Q. Why am I receiving this Proxy Statement? A. You are receiving these proxy materials — that include the Proxy Statement and your proxy card — because you have the right to vote on an important proposal concerning AMG Pantheon Credit Solutions Fund (the "Fund"). The proposal is described below. Q. What is the proposal about? A. This proxy statement presents one proposal, which the Board of Trustees of the Fund (the "Board"), Pantheon Ventures (US) LP (the "Investment Adviser" or "Pantheon"), the Fund's investment adviser, and AMG Funds LLC (the "Administrator"), the Fund's administrator and sponsor, believe are in the best interests of the Fund for the reasons described below. Proposal 1: Election of Trustees Proposal 1 relates to the election of trustees (each, a "Nominee") to the Board. Each Trustee serves during the continued lifetime of the Fund until he or she dies, resigns or is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor in accordance with the Fund's organizational documents. As part of

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View this DEF 14A filing on SEC EDGAR