SECURITIES AND EXCHANGE COMMISSION

FORM POS 8C Post-effective amendments filed by certain investment companies [Section 8(c)]

Filing Date: 2019-05-10 SEC Accession No. 0001193125-19-144345

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FILER AMG Pantheon Fund, LLC Mailing Address Business Address C/O AMG FUNDS LLC C/O AMG FUNDS LLC CIK:1609211| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0331 600 STEAMBOAT ROAD, 600 STEAMBOAT ROAD, Type: POS 8C | Act: 33 | File No.: 333-224873 | Film No.: 19815725 SUITE 300 SUITE 300 GREENWICH CT 06830 GREENWICH CT 06830 800-835-3879 AMG Pantheon Fund, LLC Mailing Address Business Address C/O AMG FUNDS LLC C/O AMG FUNDS LLC CIK:1609211| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0331 600 STEAMBOAT ROAD, 600 STEAMBOAT ROAD, Type: POS 8C | Act: 40 | File No.: 811-22973 | Film No.: 19815726 SUITE 300 SUITE 300 GREENWICH CT 06830 GREENWICH CT 06830 800-835-3879

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on May 10, 2019 Securities Act File No. 333-224873 Investment Company Act File No. 811-22973 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO. ☐ POST-EFFECTIVE AMENDMENT NO. 1 ☒ AND/OR THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. 12 ☒

AMG PANTHEON FUND, LLC (Exact Name of Registrant as Specified in its Charter)

600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830 (Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (877) 355-1566

Mark J. Duggan AMG Funds LLC 600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830 (Name and address of agent for service)

Copy to: Gregory C. Davis Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111-4006

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box: ☒

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document It is proposed that this filing will become effective:

☒ When declared effective pursuant to Section 8(c) of the Securities Act of 1933.

Calculation of Registration Fee under the Securities Act of 1933 PROPOSED MAXIMUM TITLE OF SECURITIES AGGREGATE AMOUNT OF BEING REGISTERED OFFERING PRICE(1),(2) REGISTRATION FEE Units of Beneficial Interest $500,000,000(3) $4,150(4) (1) This registration statement (the “Registration Statement”) relates to the maximum aggregate offering of $500,000,000 of units of beneficial interest of the Fund. The offering currently includes Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class Units. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. (3) This Registration Statement carries forward $500,000,000 of shares of beneficial interest that were previously registered pursuant to Registrant’s Registration Statement on Form N-2 (File No. 333-199318) effective October 27, 2015 (the “Prior Registration Statement”) and which remain unsold as of the filing date of this Registration Statement (the “Unsold Shares”). (4) Pursuant to Rule 415(a)(6) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the Unsold Shares are included in this Registration Statement. A registration fee amount of $58,100 was paid with respect to the Unsold Shares in connection with the Prior Registration Statement, and a registration fee amount of $4,150 was previously paid in connection with the Fund’s Registration Statement on Form N-2 (File No. 333-224873) filed May 11, 2018, which together offset the total registration fee otherwise due here.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS AMG Pantheon Fund, LLC

ADVISORY CLASS, BROKERAGE CLASS, INSTITUTIONAL CLASS AND INSTITUTIONAL PLUS CLASS UNITS

[ ], 2019

AMG Pantheon Fund, LLC (the “Fund”) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. The Fund’s investment adviser is Pantheon Ventures (US) LP (the “Adviser”). The Fund’s investment objective is to seek long-term capital appreciation. In pursuing its investment objective, the Fund invests substantially all of its assets in AMG Pantheon Master Fund, LLC (the “Master Fund”), a Delaware limited liability company also registered under the 1940 Act as a non-diversified, closed-end management investment company. The Master Fund has the same investment objective as that of the Fund. The Master Fund expects to invest primarily in private equity investments, including primary and secondary investments in private equity, infrastructure, and other private asset funds (“Investment Funds”) and co-investments in portfolio companies, although the allocation among those types of investments may vary from time to time.

The Fund offers Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class units of beneficial interest (the “Units”). The Fund has registered under the Securities Act of 1933, as amended (the “Securities Act”), $500,000,000 in Units for sale under the registration statement to which this prospectus (the “Prospectus”) relates. No person who is admitted as a unitholder of the Fund (an “Investor”) will have the right to require the Fund to redeem any Units, and the Units will have very limited liquidity, as described in this Prospectus. A distribution by the Fund potentially may be treated as a return of capital for U.S. federal income tax purposes. A return of capital is not taxable, but it reduces an Investor’s tax basis in its Units, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Investor of its Units. The Fund has previously been registered under the 1940 Act.

Price to Public Proceeds to the Fund(3) Per Advisory Class Unit(1) At Current NAV Amount Invested at Current NAV Per Brokerage Class Unit(2) At Current NAV, plus a Amount Invested at 3.50% sales load Current NAV Per Institutional Class Unit (1) At Current NAV Amount Invested at Current NAV Per Institutional Plus Class Unit(1) At Current NAV Amount Invested at Current NAV Total Up to $500,000,000 Up to $500,000,000 (4)

(1) The Advisory Class, Institutional Class and Institutional Plus Class Units will be publicly offered at current net asset value (“NAV”) per unit and are not subject to any sales loads. See “The Offering” below. (2) The Brokerage Class Units will be publicly offered at current NAV per unit, plus a maximum sales load of up to 3.50%, as described herein. The table assumes the maximum sales load is charged. See “The Offering” below.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (3) The Adviser has entered into an “Expense Limitation and Reimbursement Agreement” with the Fund, the Master Fund, and the Master Fund’s wholly-owned subsidiary to waive the monthly management fee payable to the Adviser by the Master Fund and to pay or reimburse the Fund’s expenses such that the Fund’s total annual operating expenses (including organizational fees and expenses but exclusive of certain “Excluded Expenses” listed on page 15) do not exceed 1.45% per annum of the Fund’s net assets as of the end of each calendar month (the “Expense Cap”). The Expense Limitation and Reimbursement Agreement shall remain in effect until such time that the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement among the Adviser and the Board of the Fund. See “Expense Limitation and Reimbursement Agreement” below. (4) Total proceeds to the Fund assume the sale of all Units registered under this registration statement.

AMG Distributors, Inc. (the “Distributor”) acts as the distributor for the Units and serves in that capacity on a best efforts basis, subject to various conditions. Pantheon Securities, LLC, a wholly-owned subsidiary of Pantheon Ventures Inc., acts as sub-distributor for the Units.

PURCHASERS OF UNITS OF THE FUND WILL BECOME BOUND BY THE TERMS AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE FUND (THE “LLC AGREEMENT”). A COPY OF THE LLC AGREEMENT IS ATTACHED AS APPENDIX A TO THIS PROSPECTUS.

Investments in the Fund may be made only by “Eligible Investors” as defined in this Prospectus. See “Application For Investment—Eligible Investors.”

AN INVESTMENT IN THE FUND SHOULD BE CONSIDERED A SPECULATIVE INVESTMENT THAT ENTAILS SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO: • LOSS OF CAPITAL. • THE UNITS WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE AND IT IS NOT ANTICIPATED THAT A SECONDARY MARKET FOR THE UNITS WILL DEVELOP. • THE UNITS ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE LLC AGREEMENT. • ALTHOUGH THE FUND MAY OFFER TO REPURCHASE UNITS FROM TIME TO TIME, UNITS ARE NOT REDEEMABLE AT AN INVESTOR’S SOLE OPTION NOR ARE THEY EXCHANGEABLE FOR UNITS OR SHARES OF ANY OTHER FUND. AS A RESULT, AN INVESTOR MAY NOT BE ABLE TO SELL OR OTHERWISE LIQUIDATE HIS OR HER UNITS OR MAY LIQUIDATE HIS OR HER UNITS BELOW THE PRICE OF THE INVESTOR’S INITIAL PURCHASE PRICE. • UNITS ARE APPROPRIATE ONLY FOR THOSE INVESTORS WHO CAN TOLERATE A HIGH DEGREE OF RISK AND DO NOT REQUIRE A LIQUID INVESTMENT AND FOR WHOM AN INVESTMENT IN THE FUND DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM. • IT IS ANTICIPATED THAT THE FUND WILL REPURCHASE NO MORE THAN 5% OF ITS NET ASSETS PER QUARTER.

See “Types of Investments and Related Risk Factors.”

This Prospectus sets forth information that you should know about the Fund before investing. You are advised to read this Prospectus carefully and to retain it for future reference. Additional information about the Fund, including the Fund’s statement of additional information (“SAI”), dated [ ], 2019, has been filed with the SEC. The SAI is incorporated by reference into this Prospectus in its entirety. The table of contents of the SAI appears on page 100 of this Prospectus. You can obtain a copy of the SAI and the Fund’s annual and semi-annual reports without charge by writing to or calling BNY Mellon Investment Servicing (US) Inc., the Fund’s transfer agent (the “Transfer Agent”)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents at (877) 355-1566. You can obtain the SAI, material incorporated by reference herein and other information about the Fund on the SEC’s website (http://www.sec.gov). Additionally, quarterly and monthly performance, semi-annual and annual reports and other information regarding the Fund may be found on the Fund’s investor web portal.

None of the Securities and Exchange Commission, the Commodity Futures Trading Commission, or any state securities commission has approved or disapproved the Fund’s Units or passed upon the adequacy of the disclosure in this Prospectus. Any representation to the contrary is a criminal offense.

No broker-dealer, salesperson, or other person is authorized to give an Investor any information or to represent anything not contained in this Prospectus. As an Investor, you must not rely on any unauthorized information or representations that anyone provides to you, including information not contained in this Prospectus, the SAI or the accompanying exhibits. The information contained in this Prospectus is current only as of the date of this Prospectus.

The stated minimum initial investment in the Fund is $25,000 for Advisory Class and Brokerage Class Units, $1,000,000 for Institutional Class Units and $25,000,000 for Institutional Plus Class Units, and the minimum additional investment in the Fund is $10,000, which minimums may be reduced by the Fund in the discretion of the Adviser or AMG Funds LLC (the “Sponsor”) based on consideration of various factors, including the Investor’s overall relationship with the Adviser or Sponsor, the Investor’s holdings in other funds affiliated with the Adviser or Sponsor, and such other matters as the Adviser or Sponsor may consider relevant at the time. See “Summary of Terms—Application for Units.”

Investors purchasing Brokerage Class Units may be charged a sales load of up to 3.50% of the Investor’s subscription. Purchases of Brokerage Class Units will be subject to a sales load in the amounts set forth below:

Investment Amount Sales Load Less than $250,000 3.50 % $250,000 – $499,999 2.50 % $500,000 – $999,999 2.00 % $1,000,000 or more 0.00 %

In making an investment decision, investors must rely upon their own examination of the Fund and the terms of the offering, including the merits and risks involved. Units of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured financial institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Prospective investors should not construe the contents of this Prospectus as legal, tax, or financial advice. Each prospective investor should consult with his or her own professional advisers as to the legal, tax, financial, or other matters relevant to the suitability of an investment in the Fund.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary or, if you invest directly with the Fund, by logging into your account at www.amgfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-877-355-1566 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Fund.

The date of this Prospectus is [ ], 2019.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS

SUMMARY OF TERMS 5 SUMMARY OF FUND EXPENSES 29 FINANCIAL HIGHLIGHTS 32 PRIVACY POLICY 37 USE OF PROCEEDS 37 THE FUND 38 STRUCTURE 38 INVESTMENT PROGRAM 39 TYPES OF INVESTMENTS AND RELATED RISK FACTORS 47 CONFLICTS OF INTEREST 65 MANAGEMENT OF THE FUND 67 FEES AND EXPENSES 73 DESCRIPTION OF UNITS 75 DISTRIBUTION POLICY; DIVIDENDS 77 APPLICATION FOR INVESTMENT 77 REPURCHASES OF UNITS AND TRANSFERS 79 CALCULATION OF NET ASSET VALUE 83 CERTAIN TAX CONSIDERATIONS 85 ERISA CONSIDERATIONS 96 ADDITIONAL INFORMATION 97 TABLE OF CONTENTS OF THE SAI 100 APPENDIX A: LIMITED LIABILITY COMPANY AGREEMENT A-1

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents AMG PANTHEON FUND, LLC

Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class Units

SUMMARY OF TERMS

This is only a summary and does not contain all of the information that a prospective Investor (as defined below) should consider before investing in AMG Pantheon Fund, LLC (the “Fund”). Before investing, a prospective Investor in the Fund should carefully read the more detailed information appearing elsewhere in this prospectus (the “Prospectus”) and the Fund’s statement of additional information (the “SAI”), each of which should be retained for future reference by any prospective Investor.

The Fund The Fund is a Delaware limited liability company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Fund’s investment adviser is Pantheon Ventures (US) LP (the “Adviser”). The Fund has elected and intends each year to qualify and be eligible to be treated as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund is an appropriate investment only for “accredited investors” (as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) (“Investors”) who can tolerate a high degree of risk and do not require a liquid investment. The Fund offers Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class units of beneficial interest (the “Units”), each of which is subject to different investment minimums and fees and expenses, which may affect performance. Each class of Units has certain differing characteristics, particularly in terms of the sales load that Investors in that class may bear, and the distribution fees and investor servicing fees that each class may be charged.

Investment Objective and The Fund’s investment objective is to seek long-term capital appreciation. In pursuing its Strategies investment objective, the Fund invests substantially all of its assets in AMG Pantheon Master Fund, LLC (the “Master Fund”), a Delaware limited liability company also registered under the 1940 Act as a non-diversified, closed-end management investment company. The Master Fund has the same investment objective and identical investment policies as those of the Fund. This form of investment structure is commonly known as a “master-feeder fund” arrangement. In addition to units of the Master Fund, the Fund may hold a portion of its assets in cash to pay for current operating expenses. The Adviser also acts as investment adviser to the Master Fund. Under normal circumstances, the Master Fund expects to invest, directly or indirectly, primarily in any of (i) private equity investments of any type, including primary and secondary investments in private equity, infrastructure and other private asset funds (“Investment Funds”) and investments in companies that are typically made alongside one or more Investment Funds (“Co-Investment Opportunities”), (ii) exchange-traded funds (“ETFs”) designed to track equity indexes and (iii) cash, cash equivalents and other short-term investments. The allocation among these types of investments may vary from time to time, especially during the Master Fund’s initial period of investment operations.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Master Fund may invest up to 25% of its total assets in a wholly-owned subsidiary organized as a Delaware limited liability company (the “Subsidiary”). The Subsidiary has the same investment objective and strategies as the Master Fund and, like the Fund and the Master Fund, is managed by the Adviser. The Master Fund’s investment in the Subsidiary permits the Master Fund to pursue its investment objective and strategies in a potentially tax-efficient manner. Except as otherwise provided, references to the Fund’s investments also will refer to the Master Fund’s investments and the Subsidiary’s investments, in each case, for the convenience of the reader. The Adviser believes that the Fund’s investment program will offer a unique approach to private equity investing for “accredited investors” (as used in this Prospectus, “Eligible Investors”) who previously have not had access to high quality private equity investment funds and co-investments in portfolio companies. In pursuing the Fund’s investment objective, the Adviser will allocate capital in the private equity portion of its portfolio across primary and secondary investments in Investment Funds and co-investments in portfolio companies. The Adviser will seek to invest across a broad spectrum of Investment Funds (e.g., buyout, growth capital, special situations, credit, private infrastructure, real estate, real assets, and other private asset funds), determined by a diverse selection of geographies (e.g., North America, Europe, Asia, and emerging markets) and vintage years (i.e., the year in which an Investment Fund begins investing). Notwithstanding the foregoing, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Adviser anticipates currently investing the private equity portion of its portfolio primarily in co-investments1 and/or secondaries of Investment Funds. The Fund has been structured with the intent of seeking to alleviate or reduce a number of the burdens typically associated with private equity investing, such as funding capital calls on short notice, reinvesting distribution proceeds, meeting large minimum commitment amounts, and receiving tax reporting on potentially late Schedule K-1s. To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in exchange-traded funds (“ETFs”) designed to track equity indexes and, to a lesser extent, in cash and short-term securities. In addition, the Master Fund may use derivative instruments, primarily equity options and swaps, for hedging purposes to help protect the value of its ETF investments. Furthermore, the Master Fund may hold a substantial portion of the Master Fund’s assets in ETFs, cash and short term investments as it seeks desirable investments for the private equity portion of the Master Fund’s portfolio.

The Fund The Fund is a specialized investment vehicle that incorporates both features of an unregistered private investment fund and features of a closed-end investment company that is registered under the 1940 Act. The Fund is similar to an unregistered private investment fund in that (i) Units will be sold in comparatively large minimum denominations solely to high net worth individual and institutional investors, and will

1 The Fund will not engage in co-investments alongside affiliates unless an application for an exemption from Section 17(d) of the 1940 Act is granted or unless such investments are not prohibited by Section 17(d) or interpretations of Section 17(d) as expressed in SEC no-action letters, including Massachusetts Mutual Life Insurance Co., SEC No-Action Letter (Pub. Avail. June 7, 2000). There can be no assurance that any such exemptive relief will be granted.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents be subject to restrictions on transfer; and (ii) the Fund will pay, and Investors will bear, an asset- based investment management fee, and will be subject indirectly to asset-based fees, carried interests, and incentive allocations charged by the underlying Investment Funds in which the Master Fund may invest. Each underlying Investment Fund is, or will be, managed by the general partner or manager (or equivalent) of the Investment Fund (such general partner, manager, or equivalent in respect of any Investment Fund being hereinafter referred to as the “Investment Fund Manager” of such Investment Fund) under the direction of the portfolio managers or investment teams selected by the Investment Fund Manager. Private equity is a common term for investments that are typically made in non-public companies through privately negotiated transactions. Private equity investors generally seek to acquire quality assets at attractive valuations and use operational expertise to enhance value and improve portfolio company performance. Buyout funds acquire private and public companies, as well as divisions of larger companies. Private equity specialists then seek to uncover value enhancing opportunities in portfolio companies, unlock the value of the portfolio company and reposition it for sale at a multiple of invested equity. The Master Fund may allocate assets to Investment Funds that focus on buyout, growth capital, special situations, credit, real estate, real assets, private infrastructure investments, and/or other private assets. Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid-, large-, or mega- capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions—particularly in the large- and mega-cap segment. Growth capital typically involves minority investments in established companies with strong growth characteristics and typically does not utilize much, if any, leverage. Companies that receive growth capital investments typically are profitable businesses that need capital for organic and acquisition growth strategies and shareholder liquidity. Special situations investments may include debt investments that provide a middle level of financing below the senior debt level and above the equity level. A typical special situations investment may include a loan to a borrower, together with equity in the form of warrants, common stock, preferred stock or some other form of equity investment. In addition, special situations investments may include other forms of investment not described herein, such as distressed debt, infrastructure, energy or utility investments and turnaround investments. The special situations investments to which the Master Fund may allocate its assets may be low grade or unrated debt securities (i.e., “high yield” or “junk” bonds). Credit investments may include investments in senior secured bank loans through structured vehicles and other investment products. Real estate investments may include single- property real estate opportunities in the United States and abroad and large-cap companies with real estate portfolios. Private infrastructure investments may include companies and funds that focus on utilities infrastructure (e.g., conventional and renewable power and transmission, electricity, gas and water networks) and/or transportation infrastructure (e.g., airports, ports, railways, and roads). Investments in real assets may provide exposure to real estate, commodities, natural resources (such as agriculture and timber), infrastructure, and precious metals. Other private asset investments may include opportunities in other assets.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Types of private equity investments that the Master Fund may make include: • Primary Investments. Primary investments (primaries) are interests or investments in newly established private equity funds. Most private equity fund sponsors raise new funds only every two to four years, and many top-performing funds are closed to new investors. Because of the limited windows of opportunity for making primary investments in particular funds, strong relationships with leading fund sponsors are highly important for primary investors. Primary investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in a number of individual operating companies during a defined investment period. Primary investments are usually ten to thirteen years in duration, while underlying investments in portfolio companies generally have a three- to seven-year duration, if not longer. • Secondary Investments. Secondary investments (secondaries) are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period. Because secondaries typically already have invested in portfolio companies, they are viewed as more mature investments than primaries and further along in their development pattern. • Direct Investment/Co-Investments. Direct investments involve acquiring an interest in securities issued by an operating company. Such investments are typically made as co-investments alongside private equity funds, and are usually structured such that the lead investor holds a controlling interest. Direct investments and co-investments, unlike investments in Investment Funds, generally do not bear an additional layer of fees or bear significantly reduced fees. The Fund expects that a pro rata portion of any additional fees borne by the Master Fund as a result of direct investments and/or co-investments would be paid by the Fund and other investors in the Master Fund to the third party sponsoring such direct investments and/or co-investments and such additional fees are included as Acquired Fund Fees and Expenses in the Fund’s Total Annual Expenses.

Investment Strategies The principal elements of the Adviser’s private equity investment strategy include: (i) allocating the assets of the Master Fund across Investment Funds, portfolio companies, and other assets, although it is anticipated that, during the early years of the Master Fund, the private equity portion of the Master Fund’s portfolio will be invested primarily in portfolio companies (co-investments) and/or secondaries; (ii) seeking to secure access to attractive investment opportunities that the Adviser believes offer attractive value; (iii) seeking to manage the Master Fund’s investment level and liquidity using the Adviser’s commitment strategy; and (iv) seeking to manage risk through ongoing monitoring of the Master Fund’s portfolio. Allocation. Just as in public equity markets, the Adviser believes that asset allocation across private equity market segments is a cornerstone of long-term portfolio performance. The Adviser seeks to implement a proactive approach to portfolio construction driven by diversification across managers, stages, vintages, geographies, and industries. Access. The Fund through the Master Fund will provide Investors with access to Investment Funds, and direct investments that are generally unavailable to the investing public due to resource requirements and high investment minimums.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Commitment Strategy. Private equity investments are complicated by the fact that commitments to Investment Funds are generally not immediately invested. Instead, amounts of capital committed to investment in the Investment Funds are drawn down and invested over time, as underlying investments are identified by the relevant Investment Fund Manager—a process that may take a period of several years. As a result, without an appropriate commitment strategy, a significant investment position could be difficult to achieve. “Commitment strategy” refers to the Adviser’s strategy for managing this process of committing capital to underlying investments. The Adviser intends to manage the Master Fund’s commitment strategy with a view towards balancing liquidity while maintaining a high level of investment. The Adviser will seek to address this challenge using a commitment strategy designed to provide an appropriate investment level. As disclosed above, the Adviser anticipates that the Master Fund initially will be comprised mainly of co-investments and/or secondaries and will evolve over time to include primary investments. Furthermore, the Master Fund may commit to invest in private equity investments—both primaries and secondaries—in an aggregate amount that exceeds the Master Fund’s then-current assets (i.e., to “over-commit”) to provide an appropriate investment level. The commitment strategy will aim to sustain a high level of investment where possible by making commitments based on anticipated future distributions from investments. The commitment strategy will also take other anticipated cash flows into account, such as those relating to new subscriptions, the tender of Units by Investors and any distributions made to Investors. To forecast portfolio cash flows, the Adviser will utilize a model that incorporates historical data, actual portfolio observations, insights from the Investment Fund Managers and forecasts by the Adviser. The commitment strategy—and, specifically, the “over-commitment” strategy—carries a degree of risk. See “Types of Investments and Related Risk Factors—Commitment Strategy.” Primary Investments. Primary investments, or “primaries,” refer to investments in newly established private equity funds that have not yet begun operation. Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the Investment Fund and utilized to finance its investments in portfolio companies during a predefined period. Primary investments in Investment Funds typically range in duration from ten to thirteen years, while underlying investments in portfolio companies generally have a three to seven year range of duration, if not longer. Most private equity sponsors raise new funds only every two to four years, and many top-performing funds may be closed to new investors. Because of the limited windows of opportunity for making primary investments in particular funds, strong relationships with leading fund sponsors are highly important for primary investors. Primary investments typically exhibit a value development pattern, commonly known as the “J-curve,” in which the net asset value typically declines moderately during the early years of the private equity fund’s life as investment-related fees and expenses are incurred before investment gains have been realized. As the private equity fund matures and as portfolio companies are sold, the pattern typically reverses, with increasing net asset value and distributions. There can be no assurance, however, that any or all primary investments made by the Master Fund will exhibit this pattern of investment returns. Secondary Investments. Secondary investments, or “secondaries,” refer to investments in existing private equity funds through the acquisition of an existing interest in a private equity fund from a third-party investor in a privately negotiated transaction. The buyer of the existing investment agrees to take on future funding obligations in

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents exchange for future returns and distributions. A secondary investment will often take place at a discount to an Investment Fund’s net asset value and the Master Fund may, if deemed necessary or appropriate, for liquidity or portfolio management reasons, seek to sell Investment Fund positions on private equity secondary markets that may be at a discount to NAV. Because secondaries typically already have invested in portfolio companies, they are viewed as more mature investments than primaries and further along in their development pattern. As a result, their investment returns may not exhibit a pronounced J-curve pattern expected to be achieved by primaries in their early stages. In addition, secondaries can typically provide earlier distributions than primaries. There can be no assurance, however, that any or all secondary investments made by the Master Fund will exhibit this pattern of investment development. Vintage Year. “Vintage year” refers to the year in which an Investment Fund begins investing in portfolio companies. An Investment Fund’s vintage year may be used to compare its performance to that of other private equity funds of the same vintage year. Risk Management. The long-term nature of private equity investments requires a commitment to ongoing risk management. The Adviser seeks to maintain close contact with the Investment Fund Managers with whom it invests, and to monitor the performance of Investment Funds and developments at the individual portfolio companies in which the Master Fund invests directly and that are material positions in the Investment Funds held by the Master Fund. By tracking commitments, capital calls, distributions, valuations, and other pertinent details, the Adviser will seek to recognize potential issues and to take appropriate action. The Adviser intends to use a range of techniques to reduce the risk associated with the commitment strategy. These techniques may include, without limitation, (i) diversifying commitments across several geographies and vintage years; (ii) allocating capital among primary investments, secondary investments, and co-investment opportunities; (iii) actively managing cash and liquid assets; (iv) actively monitoring cash flows; (v) seeking to establish a credit line to provide liquidity to satisfy tender requests and capital call obligations, consistent with the limitations and requirements of the 1940 Act; (vi) seeking to invest in ETFs, cash, and short-term securities to provide liquidity to satisfy tender requests and capital calls, consistent with the limitations and requirements of the 1940 Act; and (vii) seeking the use of derivative instruments, primarily equity options and swaps, for hedging purposes to help protect the value of the ETF investments. To enhance the Master Fund’s liquidity, particularly in times of possible net outflows through the tender of Units by Investors, the Adviser may from time to time sell certain of the Master Fund’s assets (including, during adverse market conditions, selling investments in Investment Funds at a discount). The Master Fund expects that a portion of its holdings will consist of liquid assets for purposes of liquidity management. The Fund may borrow for investment purposes. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time indebtedness occurs (the “Asset Coverage Requirement”). This means that the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness. The Fund also may borrow money from banks or other lenders for temporary purposes in an amount not to exceed 5% of the Fund’s assets, measured at the time of borrowing. Such temporary borrowings are not subject to the Asset Coverage Requirement in connection with the Fund’s borrowings for investment purposes. Investments or trading practices that involve contractual obligations to pay

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents in the future are subject to the Asset Coverage Requirement unless the Fund designates liquid assets in an amount the Fund believes to be equal to the Fund’s contractual obligations (marked-to-market on a daily basis) or appropriately “covers” such obligations with offsetting positions. The Adviser and its personnel use a range of resources to identify and source the availability of promising Investment Funds and co-investments. The Adviser’s diligence process focuses on risk management, investment, and operational diligence. The Adviser incorporates both bottom-up and top-down analyses in the investment process, which is designed to identify those investments with the greatest potential to deliver superior performance, while being mindful of the need for adequate diversification and risk management. The bottom-up process seeks to identify the relevant strengths and weaknesses of each potential Investment Fund Manager, while the top-down process seeks to analyze whether each manager fits within the agreed overall target allocations for the strategy. The Adviser will select investment strategies and Investment Funds on the basis of availability, pricing in the case of secondaries, and various qualitative and quantitative criteria, including the Adviser’s analysis of actual and projected cash flows and past performance of an Investment Fund during various time periods and market cycles; and the Investment Fund Managers’ reputation, experience, expertise, and adherence to investment philosophy. During this diligence process, the Adviser reviews offering documents, financial statements, regulatory filings and client correspondence, and may conduct interviews with senior personnel of existing Investment Fund Managers. In particular, the Adviser expects to regularly communicate with Investment Fund Managers and other personnel about the Investment Funds in which the Master Fund has invested or may invest, or about particular investment strategies, categories of private equity, risk management and general market trends. This interaction facilitates ongoing portfolio analysis and may help to address potential issues, such as loss of key team members or proposed changes in constituent documents. It also provides ongoing due diligence feedback, as additional investments, secondary investments and new primary investments with a particular Investment Fund Manager are considered. The Adviser may also perform background and reference checks on Investment Fund personnel. After making an investment in an Investment Fund, and as part of its ongoing diligence process, the Adviser will seek to: track operating information and other pertinent details; participate in periodic conference calls with Investment Fund Managers and onsite visits where appropriate; review audited and unaudited reports; and monitor turnover in senior Investment Fund personnel and changes in policies. In conjunction with the due diligence process, the tax treatment and legal terms of the investment are considered. In allocating the Master Fund’s capital, the Adviser will attempt to benefit from the strong performance track record of various Investment Funds and Investment Fund Managers, combined with access to new and existing Investment Funds and co-investments. The Adviser will seek to limit the Master Fund’s investment in any one Investment Fund or co-investment to no more than 25% of the Master Fund’s gross assets (measured at the time of investment). The Adviser may invest the Master Fund’s assets in Investment Funds that engage in investment strategies other than those described in this Prospectus, and may sell the Master Fund’s portfolio holdings at any time. The Fund invests substantially all of its assets in interests of the Master Fund (“Master Fund Interests”). The Fund is a non-diversified, closed-end management investment company for purposes of the 1940 Act. Each of the Fund and the Master Fund intends

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents each year to qualify and be eligible to be treated as a RIC under the Code. To qualify and to be treated as a RIC under the Code, each of the Fund and the Master Fund must, among other things: (i) derive in each taxable year at least 90% of its gross income from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stocks, securities or foreign currencies, or other income derived with respect to its business of investing in such stocks, securities or currencies, and (b) net income from interests in “qualified publicly traded partnerships” (as defined in the Code); (ii) diversify its holdings so that, at the end of each quarter of the taxable year, (a) at least 50% of the value of its total assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of its total assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested, including through corporations in which the Fund has a 20% or more voting stock interest, in the securities (other than U.S. government securities or the securities of other RICs) of a single issuer, two or more issuers that it controls and that are engaged in the same, similar or related trades or businesses or one or more qualified publicly traded partnerships; and (iii) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid — generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year. With respect to these limitations and restrictions imposed by the Code, the Master Fund will be required to look through to the income, assets and investments of certain Investment Funds. See “Types of Investments and Related Risk Factors—Tax Risks.” The Investment Funds are not subject to the Master Fund’s or the Fund’s investment restrictions and are generally subject to few investment limitations.

Borrowing The Fund and the Master Fund are each authorized to borrow money in connection with its investment activities, subject to the limits of the Asset Coverage Requirement. The Fund and the Master Fund may borrow money for investment purposes, to pay operating expenses, to satisfy repurchase requests from Investors, and to otherwise provide the Fund and the Master Fund with temporary liquidity. Such borrowing may be accomplished through credit facilities, derivative instruments, or by other means. The Investment Funds may utilize leverage in their investment activities. However, the Investment Funds’ borrowings are not subject to the Asset Coverage Requirement. Accordingly, the Fund and the Master Fund, through investments in the Investment Funds, may be exposed to the risk of highly leveraged investment programs. See “Types of Investments and Related Risk Factors.”

Distribution Policy The Fund generally will pay dividends on the Units at least annually in amounts representing substantially all of the Fund’s net investment income, if any, earned each year. The Fund reserves the right also to distribute substantially all net capital gain realized on investments to Investors at least annually. Dividends and capital gain distributions paid by the Fund on a class of Units will be reinvested in additional Units of that class unless an Investor opts out (elects not to reinvest in the relevant class of Units). Investors may elect initially not to reinvest by indicating that choice in such Investor’s Subscription Booklet (as defined below). Thereafter, Investors are free to change their election at any time by contacting the

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Transfer Agent (or, alternatively, by contacting their financial advisor, provided the financial advisor informs the Fund and provides sufficient supporting documentation). Units purchased through reinvestment will be issued at their net asset value on the ex–dividend date (which is generally expected to be the last business day of a month). There is no sales load or other charge for reinvestment. The Fund reserves the right, in its sole discretion, to suspend or limit at any time the ability of Investors to reinvest distributions. A distribution by the Fund potentially may be treated as a return of capital for U.S. federal income tax purposes. A return of capital is not taxable, but it reduces an Investor’s tax basis in its Units, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Investor of its Units. See “Taxes – Taxation of Investors – Distributions by the Fund” in the SAI.

Potential Benefits of Investing Through the Fund, Eligible Investors will have access to Investment Fund Managers, whose in the Fund services typically are not available to the investing public or who may otherwise restrict the number and type of persons whose money will be managed, and to co-investment opportunities. Investing in the Fund also permits Investors to invest with Investment Fund Managers without being subject to the high minimum investment requirements typically imposed by such Investment Fund Managers. Investment minimums for primary investments in Investment Funds typically range between $5 million and $20 million. The Master Fund’s investments in secondaries—which typically already have invested in portfolio companies and, therefore, are viewed as more mature investments than primaries and further along in their development pattern—may reduce the impact of the J-curve associated with private equity investing. The J-curve is a value development pattern in which the net asset value of a private equity fund typically declines moderately during the early years of the fund’s life as investment-related fees and expenses are incurred before investment gains have been realized. As described above, the Fund has been structured with the intent of seeking to alleviate or reduce a number of the burdens typically associated with private equity investing, such as funding capital calls on short notice, reinvesting distribution proceeds, meeting large minimum commitment amounts and receiving tax reporting on potentially late Schedule K-1s. Because the Fund intends to qualify as a RIC under Subchapter M of the Code, it is expected to provide simpler tax reports to Investors on Form 1099-DIV. In addition, if the Fund qualifies as a RIC, the Fund potentially will block unrelated business taxable income for benefit plan investors and other investors that are generally otherwise exempt from payment of U.S. federal income tax. In order to qualify as a RIC, the Master Fund may structure its investments in a manner that results in tax inefficiencies, including the acceleration of income, the conversion of character of income, or the incurrence of an additional layer of income tax.

The Offering The Fund offers Advisory Class, Institutional Class and Institutional Plus Class Units on a continuous basis at the net asset value per Unit. The Fund offers Brokerage Class Units on a continuous basis at the net asset value per Unit, plus a maximum sales load of up to 3.50%. The sales load will be deducted out of the Investor’s subscription amount, and will not constitute part of an Investor’s capital contribution to the Fund or part of the assets of the Fund. The Fund commenced investment operations on October 1, 2014 (the Initial Closing Date). The Fund has registered under the Securities Act $500,000,000 in Units for sale. Units may be purchased as of the first business day of each month based upon the Fund’s net asset value, as of the close of business on the business day immediately preceding such date, plus any applicable sales load. Each date on which Units are delivered is referred to as a “Closing Date.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Each prospective Investor will be required to complete a subscription booklet (the “Subscription Booklet”) certifying that the Units being purchased are being acquired by an Eligible Investor (as defined below). Subscriptions received by the Fund will be held in a non-interest-bearing escrow account by the Fund’s escrow agent. The Master Fund has accepted other investors into the Master Fund. Because the Master Fund may make repurchase offers to its investors at times when repurchase offers are not made to Investors in the Fund, such other investors into the Master Fund will not be subject to the same limitations on liquidity that will apply to Investors in the Fund, including that such contribution will not be subject to any lock-up and may be redeemed through repurchase offers by the Master Fund. Board of Directors The Board of Directors (the “Board” or the “Directors”) has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations. A majority of the Directors are not “interested persons” (as defined by the 1940 Act) of the Fund or the Adviser (“Independent Directors”). The Master Fund’s Board of Directors (the “Master Fund Board”), which currently has the same composition as the Board, has overall responsibility for monitoring and overseeing the Master Fund’s investment program and its management and operations. See “Management of the Fund.” The Adviser Pantheon Ventures (US) LP serves as the Fund’s and Master Fund’s investment adviser (the “Adviser”). The Adviser is a limited partnership organized under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Affiliated Managers Group, Inc., a publicly-traded company, indirectly owns a majority of the interests of the Adviser. The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Adviser. The Investment Management Agreement may be continued from year to year if its continuation is approved annually by the Board, including a majority of the Independent Directors. The Board, or the Fund’s Investors, may terminate the Investment Management Agreement on sixty (60) days’ prior written notice to the Adviser. The Adviser may terminate the Investment Management Agreement on sixty (60) days’ prior written notice to the Fund. The Master Fund and the Subsidiary have entered into similar investment advisory agreements with the Adviser with substantially the same terms (other than compensation) and substantially the same renewal and termination process.

Management Fee Through its investment in the Master Fund, the Fund bears a proportionate share of the investment management fee paid by the Master Fund and the Subsidiary to the Adviser in consideration of the advisory and other services provided by the Adviser to the Master Fund and the Subsidiary. In consideration for such services, the Master Fund will pay the Adviser a management fee measured as of the end of each month at the annual rate of 0.70% of the Master Fund’s net asset value, calculated prior to giving effect to the payment of such management fee and prior to the deduction of any other asset-based fees (e.g., any administration fee) payable by the Master Fund to either the Adviser or AMG Funds LLC, the Fund’s administrator (the “Administrator” and the “Sponsor”), and prior to giving effect to any purchases or repurchases of interests of the Master Fund or any distributions by the Master Fund occurring as of or around the end of such month. In consideration for such services, the Subsidiary will

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents pay the Adviser a management fee measured at the end of each month at the annual rate of 0.70% of the Subsidiary’s net asset value, calculated prior to giving effect to the payment of such management fee and prior to the deduction of any other asset-based fees (e.g., any administration fee) payable by the Subsidiary to either the Adviser or the Sponsor, and prior to giving effect to any distributions by the Subsidiary occurring as of or around the end of such month. Furthermore, in consideration of the management fee payable to the Adviser under the investment management agreement between the Adviser and the Subsidiary, the Adviser has waived the portion of the management fee that the Adviser otherwise would have been entitled to receive with respect to any particular month from the Master Fund in an amount equal to the investment management fee paid to the Adviser under the Subsidiary’s investment management agreement with the Adviser with respect to such month. The management fee is paid to the Adviser out of the assets of the Master Fund and Subsidiary and, therefore, decreases the net profits or increases the net losses of the Fund. Subject to the above, for purposes of determining the management fee payable to the Adviser for any month, net asset value is calculated as the value of the total assets of the Master Fund or Subsidiary (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). The management fee is in addition to the asset-based fees, carried interests, expenses, incentive allocations, or fees charged by the Investment Funds and indirectly borne by Fund Investors.

Other Fees and Expenses The Fund, and, therefore, Investors, will bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Management Agreement, and, through its investment in the Master Fund, a pro-rata portion of the operating expenses of the Master Fund (and the Subsidiary), including any charges, allocations and fees to which the Fund is subject as an investor in the Investment Funds. The Fund will also bear certain ongoing offering costs associated with the Fund’s continuous offering of Units. The Fund, by investing in the Investment Funds, will indirectly bear its pro rata share of the expenses incurred in the business of the Investment Funds. The Investment Funds in which the Fund intends to invest generally charge a management fee of 1.00% to 2.00%, and approximately 20% of net profits as a carried interest allocation. See “Summary of Fund Expenses” and “Fees and Expenses.”

Expense Limitation and The Adviser has entered into an “Expense Limitation and Reimbursement Agreement” with the Reimbursement Agreement Fund, the Master Fund and the Subsidiary to waive the management fee payable by the Master Fund (for purposes of this section, the “Master Fund” includes the Subsidiary) and pay or reimburse the Fund’s expenses (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund) such that the Fund’s total annual operating expenses (exclusive of certain “Excluded Expenses” listed below) do not exceed 1.45% per annum of the Fund’s net assets as of the end of each calendar month (the “Expense Cap”). “Excluded Expenses” is defined to include (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund, (d) fees and expenses incurred in connection with any credit facilities obtained by the Master Fund; (e) taxes of the Master Fund; (f) extraordinary expenses of the Master Fund (as determined in the sole

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses; (g) fees and expenses billed directly to the Subsidiary by any accounting firm for auditing, tax and other professional services provided to the Subsidiary; and (h) fees and expenses paid by the Subsidiary for custody and fund administration services provided to the Subsidiary; and (ii) (a) any investment management fee paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with any credit facilities obtained by the Fund; (f) the Distribution and/or Service Fees (as applicable) paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses of the Fund (as determined in the sole discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses. Expenses that are subject to the Expense Limitation and Reimbursement Agreement include, but are not limited to, the Master Fund’s investment management fee, the Funds’ administration, custody, transfer agency, recordkeeping, fund accounting and investor services fees, the Funds’ professional fees (outside of professional fees related to transactions), the Funds’ organizational costs and fees and expenses of Fund Directors. To the extent that the Fund’s total annual operating expenses for any month exceed the Expense Cap, the Adviser will pay or reimburse the Fund for expenses and/or waive the management fee payable by the Master Fund to the extent necessary to eliminate such excess. The Fund, or, with respect to the waived management fee, the Master Fund, will be obligated to pay the Adviser all such amounts paid, waived, or reimbursed by the Adviser pursuant to the Expense Cap, provided that (A) the amount of such additional payment in any year, together with all expenses of the Fund (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in the aggregate, would not cause the Fund’s total annual operating expenses, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund, exclusive of Excluded Expenses, in any such year to exceed the lesser of any expense limitation in place at the time of payment or the expense limitation in place at the time of waiver or reimbursement, (B) the amount of such additional payment shall be borne pro rata by all Fund Investors or Master Fund unitholders, as applicable, and (C) no such additional payments by the Fund, or, with respect to the waived management fee, the Master Fund, will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36) months after the date such amounts are paid, waived, or reimbursed by the Adviser. The Expense Limitation and Reimbursement Agreement shall remain in effect until such time that the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement among the Adviser and the Board of the Fund.

Conflicts of Interest The Adviser, the Investment Fund Managers, and their respective affiliates may conduct investment activities for their own accounts and other accounts they manage that may give rise to conflicts of interest that may be disadvantageous to the Fund.

Distribution of Units In addition to the distribution of Units through AMG Distributors, Inc., the Fund’s distributor (the “Distributor”), the Fund itself may also accept offers to purchase Units that it receives directly from Investors. The Advisory Class, Institutional Class and Institutional Plus Class Units will be publicly offered at current NAV per unit. The Brokerage Class Units will be publicly offered at current NAV per unit, plus a maximum sales load of up to 3.50%. The sales load will be deducted out of the Investor’s subscription amount, and will not constitute part of an Investor’s capital contribution to the Fund or part of the assets of the Fund. The Fund is not obligated to sell any Units to anyone.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Fund will pay the Distributor an ongoing fee (the “Distribution and/or Service Fee”) at an annual rate of 0.50% of the net assets of the Advisory Class Units, 1.00% of the net assets of the Brokerage Class Units and 0.25% of the net assets of the Institutional Class Units as of the end of each month, calculated prior to giving effect to the payment of the Distribution and/or Service Fee and prior to the deduction of any other asset-based fees (e.g., the management fee and any administration fee), for distribution and investor services provided to Investors of each applicable Class (such as responding to Investor inquiries and providing information regarding investments in the Fund; processing purchase, exchange, and redemption requests by beneficial owners; placing orders with the Fund or its service providers; providing sub-accounting with respect to Units beneficially owned by Investors; and processing dividend payments for the Fund on behalf of Investors). The Distributor may pay all or a portion of the Distribution and/or Service Fee to one or more sub-distributors (“Sub-Distributors”) and to selling agents and other financial intermediaries (“Selling Agents”) that provide distribution and investor services to Investors. The Distributor has appointed Pantheon Securities, LLC as a Sub-Distributor under a sub-distribution agreement pursuant to which Pantheon Securities, LLC may carry out certain of the Distributor’s obligations in return for a portion of the Distribution and/or Service Fee. In addition, the Adviser or Distributor may compensate certain Selling Agents, out of its own assets and not as an additional charge to the Fund or the Master Fund, in connection with the sale and distribution of the Units and also in connection with various other services including those related to the support and conduct of due diligence, Investor account maintenance, the provision of information and support services to clients, and the inclusion on preferred provider lists. Such Selling Agents may be affiliated with the Fund, the Master Fund or the Adviser.

Eligible Investors To purchase Units of the Fund, a prospective Investor will be required to certify that the Units are being acquired directly or indirectly for the account of an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Existing Investors seeking to purchase additional Units will be required to qualify as Eligible Investors at the time of the additional purchase. Investors may only purchase Units through the Distributor or through a registered investment adviser (a “RIA”) that has entered into an arrangement with the Distributor for such RIA to offer Advisory Class, Institutional Class and Institutional Plus Class Units in conjunction with a “wrap” fee, asset allocation or other managed asset program sponsored by such RIA. Any such RIA may impose additional eligibility requirements for Investors who purchase Units through such RIA. Notwithstanding the foregoing, the Sponsor, Adviser, and Distributor retain the discretion to accept direct subscriptions for Units. Each prospective Investor must submit a completed Subscription Booklet certifying, among other things, that the Investor is an Eligible Investor and will not transfer the Units purchased except in the limited circumstances permitted. If a Subscription Booklet is not accepted by the Fund by the Closing Date, the subscription will not be accepted at such Closing Date and will be held in a non-interest-bearing escrow account by the Fund’s escrow agent until the next Closing Date following its acceptance.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents An investment in the Fund involves a considerable amount of risk. An Investor may lose money. Before making an investment decision, a prospective Investor should (i) consider the suitability of this investment with respect to the Investor’s investment objectives and personal situation and (ii) consider factors such as the Investor’s personal net worth, income, age, risk tolerance and liquidity needs. The Fund is an illiquid investment. Investors have no right to require the Fund to redeem their Units of the Fund. Exchange of Units Between An Investor is permitted to exchange Units between Classes of the Fund, provided that the Classes Investor’s aggregate investment meets the minimum initial investment requirements in the applicable Class, that the Units of the applicable Class are eligible for sale in the Investor’s state of residence and that the Units are otherwise available for offer and sale. When an individual Investor cannot meet the initial investment requirements of the applicable Class, exchanges of Units from one Class to the applicable Class will be permitted if such Investor’s investment is made by an intermediary that has discretion over the account and that has invested other clients’ assets in the Fund which when aggregated together with such Investor’s investment meet the initial investment requirements for the applicable Class. Investors will not be charged any fees by the Fund for such exchanges, nor shall any intermediary charge any fees for such exchanges. Additionally, the time period for determining the imposition of any early repurchase fee associated with the repurchase of an Investor’s Units will not be affected by an exchange transaction. Ongoing fees and expenses incurred by a given Class will differ from those of other Classes, and an Investor receiving new Units in an intra-Fund exchange may be subject to higher or lower total expenses following such exchange. Exchange transactions will be effected only into an identically registered account. For U.S. federal income tax purposes such exchanges between two Classes of the Fund’s Units will not reduce an Investor’s interest in the Fund. Investors should consult their tax advisors as to the federal, state, local and foreign tax consequences of an intra-Fund exchange. Such exchange transactions must be effected according to other applicable law. The Fund also reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange. Valuation The Investment Funds will invest a large percentage of their assets in certain securities and other financial instruments that do not have readily ascertainable market prices. Procedures approved by the Board of the Fund and the Master Fund provide that valuations for Investment Funds will be determined based in part on estimated valuations provided by Investment Fund Managers and also on valuation recommendations provided by the Adviser pursuant to a valuation methodology that incorporates general private equity pricing principles and, for certain securities, may also incorporate a proprietary valuation model with a fundamental overlay, under the ultimate direction and approval of a pricing committee comprised of all Directors, including the Independent Directors, of the Fund (the “Pricing Committee”). Investment Fund Managers typically provide estimated valuations on a quarterly basis whereas the Adviser will consider valuations on an ongoing basis and will recommend valuations on a monthly basis using its valuation methodology. However, while any model that may be used would be designed to assist in confirming or adjusting valuation recommendations, the Adviser will not be able to confirm with certainty the accuracy of the Investment Fund Managers’ valuations until the Funds receive the Investment Funds’ audited annual financial statements and, as with all models, any imperfections, errors, or limitations in the model could affect the ability of the Fund to accurately value Investment Fund assets. The pricing of co-investments will follow a similar process.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Unlisted Closed-End Structure; The Fund is organized as a closed-end management investment company. Unlike open-end Limited Liquidity and Transfer management investment companies (commonly known as “mutual funds”), investors in Restrictions closed-end funds do not have the right to redeem their units on a daily basis. To meet daily redemption requests, mutual funds must comply with more stringent regulations than closed-end funds. The Fund is not listed on a national stock exchange, and there currently is no secondary market for the Fund’s Units. In addition, Units are subject to limitations on transferability and liquidity will be provided only through limited repurchase offers described below. An investment in the Fund is suitable only for Investors who can bear the risks associated with the limited liquidity of the Units and should be viewed as a long-term investment. See “Types of Investments and Related Risk Factors—Limitations on Transfer; Units Not Listed; No Market for Units” and “Repurchases of Units and Transfers.”

Repurchases of Units by the Investors do not have the right to require the Fund to redeem their Units. To provide a limited Fund degree of liquidity to Investors, the Fund may, from time to time, offer to repurchase Units pursuant to written tenders by Investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Board will consider the recommendations of the Adviser and the Sponsor as to the timing of such an offer, as well as a variety of operational, business and economic factors. Except as otherwise set forth below, the Adviser and the Sponsor anticipate that they will recommend to the Board that the Fund offer to repurchase Units from Investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September, and December (or, if any such date is not a business day, on the immediately preceding business day). Except as otherwise set forth below, the Adviser and the Sponsor also expect that, generally, they will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Fund although any particular recommendation may exceed such percentage. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date. Since all or substantially all of the Fund’s assets will be invested in the Master Fund, the Fund does not expect to conduct a repurchase offer of Units unless the Master Fund contemporaneously conducts a repurchase offer of its units. Likewise, the Fund expects to conduct repurchase offers contemporaneously with any repurchase offer by the Master Fund. If a repurchase offer is oversubscribed by Investors who tender Units, the Fund may extend the repurchase offer, repurchase a pro rata portion of the Units tendered, or take any other action permitted by applicable law. Under unusual market conditions, the Adviser and the Sponsor anticipate that they may not recommend to the Board that the Fund conduct a repurchase offer in any particular quarter if the Fund’s repurchase offers in the two immediately preceding quarters were oversubscribed by a substantial amount in the opinion of the Adviser and the Sponsor. In addition, the Fund may cause the repurchase of an Investor’s Units if, among other reasons, the Fund determines that such repurchase would be in the interest of the Fund. The Master Fund will make repurchase offers, if any, to all holders of Master Fund Interests, including the Fund and other investors in the Master Fund. The Fund does not expect to make a repurchase offer that is larger than the portion of the Master Fund’s corresponding repurchase offer expected to be available for acceptance by the Fund. Consequently, the Fund will conduct repurchase offers on a schedule and in amounts that will depend on the Master Fund’s repurchase offers. Such repurchase

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents offers principally will be funded by cash and cash equivalents, as well as by the sale of certain liquid securities. The Fund may need to suspend or postpone repurchase offers if it is required to dispose of interests in Investment Funds and is not able to do so in a timely manner. A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from an Investor at any time prior to the day immediately preceding the one-year anniversary of the Investor’s purchase of the Units. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining Investors. Units tendered for repurchase will be treated as having been repurchased on a “first in-first out” basis. An early repurchase fee payable by an Investor may be waived by the Fund in circumstances where the Board determines that doing so is in the best interests of the Fund.

Summary of Taxation Each of the Fund and the Master Fund (but not the Subsidiary) has elected to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and to be eligible to be treated as such. A fund, such as the Fund or the Master Fund, that qualifies as a RIC is not subject to U.S. federal income tax to the extent its income is timely distributed to its investors in a manner qualifying for the dividends-paid deduction. In order to qualify for treatment as a RIC, the Fund and Master Fund must, among other things, satisfy a diversification test, a 90% gross income test and a requirement that it distribute at least 90% of its income and net short-term gains in the form of deductible dividends. The Fund generally expects to satisfy the requirements to qualify and be eligible to be treated as a RIC, provided that the Master Fund also meets these requirements; the Fund currently expects that the Master Fund will meet these requirements. Nonetheless, there can be no assurance that either the Fund or the Master Fund will so qualify or be eligible. Certain of the Investment Funds or co-investments in which the Fund (through the Master Fund) invests may be classified as partnerships for U.S. federal income tax purposes. For the purpose of satisfying certain of the requirements for qualification as a RIC, the Fund will be required to look through to the character of the income of, and will likely be required to look through to the character of the assets and investments held by such Investment Funds or co-investments treated as partnerships for U.S. federal income tax purposes. However, Investment Funds and co-investments generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Adviser to monitor the sources of the Fund’s income and the diversification of its assets, and its ability to otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds and co-investments in which the Fund can invest. Furthermore, although the Fund expects to receive information from each Investment Fund Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information. If the Fund or Master Fund were to fail to qualify as a RIC or to satisfy the distribution requirement in any taxable year, that Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to its Investors, and all distributions out of earnings and profits would be taxable to Investors as ordinary income. In addition, the Fund or the Master Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make distributions (which could be subject to interest charges) before requalifying as a RIC that is accorded special tax treatment.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Provided the Fund qualifies as a RIC, distributions from the Fund generally will be taxable to Investors as ordinary income or net capital gains, whether or not such distributions are reinvested in Units. An Investor that is not subject to tax on its income will generally not be required to pay tax on amounts distributed to it by the Fund, provided that such Investor’s acquisition of its Units is not debt-financed within the meaning of Section 514 of the Code. The Fund will inform Investors of the amount and character of its distributions to Investors. See “Certain Tax Considerations” and “Types of Investments and Related Risk Factors—Tax Risks” below for additional information.

ERISA Plans and Other Investors subject to the Employee Retirement Income Security Act of 1974, as amended Tax-Exempt Entities (“ERISA”), and Section 4975 of the Code, including employee benefit plans, individual retirement accounts (each, an “IRA”), and Keogh plans may purchase Units. Because the Fund will be registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be “plan assets” subject to the fiduciary responsibility and prohibited transaction rules of ERISA and Section 4975 of the Code. Thus, it is not intended that the Adviser will be a “fiduciary” within the meaning of ERISA with respect to the assets of any “benefit plan investor” within the meaning of ERISA that becomes an Investor, solely as a result of the Investor’s investment in the Fund. See “ERISA Considerations” below for additional information.

Reports to Investors The Fund will furnish to Investors, as soon as practicable after the end of each taxable year, information on Form 1099-DIV as required by law to assist the Investors in preparing their tax returns. The Fund will also prepare and transmit to Investors unaudited semi-annual reports and audited annual reports (when each becomes available) within sixty (60) days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. It is anticipated that reports regarding the Fund’s operations during each quarter will be posted to the Fund’s investor web portal, as well as monthly performance updates that focus on quantitative performance.

Term The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Fund’s organizational documents.

Risk Factors While the benefits of investing in private equity may be considerable, private equity is not for everyone. Private equity investments involve significant risks, including a total loss of capital. The risks associated with private equity arise from several factors including: limited diversification, the use of leverage, limited liquidity and capital calls made on short notice (failure by the Master Fund to meet capital call obligations may result in significantly negative consequences including a total loss of investment). Except as otherwise noted herein, references in this section to the “Master Fund” also include the Subsidiary, which shares the same risks as the Master Fund. Additional risks involved in investing in the Fund include:

General Risks • Loss of capital, up to the entire amount of an Investor’s investment.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents • Investing in an entity that has a limited operating history, and indirectly in Investment Funds that may also be newly organized and therefore have no, or only limited, operating histories. • The Fund’s Units represent illiquid securities of an unlisted closed-end fund, are not listed on any securities exchange or traded in any other market, and are subject to substantial limitations on transferability. • The Adviser and Investment Fund Managers may face conflicts of interest.

Investment Program Risks • The Fund’s performance depends upon the performance of the Master Fund and the Investment Fund Managers and selected strategies, the adherence by such Investment Fund Managers to such selected strategies, the instruments used by such Investment Fund Managers, the Adviser’s ability to select Investment Fund Managers and strategies and effectively allocate Master Fund assets among them and the co- investments selected by the Adviser. The Fund is organized to provide Investors with a multi-strategy investment program and not as an indirect way to gain access to any particular Investment Fund. • The Fund’s investment portfolio through the Master Fund will consist of Investment Funds which hold securities issued primarily by privately held companies, and will also consist of investments directly in companies, and operating results for the portfolio companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. • The securities in which an Investment Fund Manager may invest, or in which the Master Fund may invest directly as a co-investment, may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. • Subject to the limitations and restrictions of the 1940 Act, the Fund and the Master Fund may borrow money or otherwise utilize leverage for investment purposes to satisfy repurchase requests and for other temporary purposes, which may increase the Fund’s volatility. • Subject to the limitations and restrictions of the 1940 Act, the Master Fund may use derivative transactions, primarily equity options and swaps, for hedging purposes. Options and swaps transactions present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty, and illiquidity. Use of options and swaps transactions for hedging purposes by the Master Fund could present significant risks, including the risk of losses in excess of the amounts invested. • An Investment Fund Manager’s investments, depending upon strategy, and the Master Fund’s co-investments, may be in companies whose capital structures are highly leveraged. Such investments involve a high degree of risk in that adverse fluctuations in the cash flow of such companies, or

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents increased interest rates, may impair their ability to meet their obligations, which may accelerate and magnify declines in the value of any such portfolio company investments in a down market.

• Fund Investors will bear two layers of fees and expenses: asset-based fees and expenses at the Fund and the Master Fund level, and asset-based fees, carried interests, incentive allocations or fees and expenses at the Investment Fund level. • By investing in the Subsidiary, the Master Fund is indirectly exposed to the risks associated with the Subsidiary’s investments, which are the same risks associated with the Master Fund’s investments. The Subsidiary is not registered under the 1940 Act, but the Subsidiary will comply with certain sections of the 1940 Act and be subject to the same policies and restrictions as the Master Fund. • The Fund and the Master Fund are non-diversified funds, which means that the percentage of each Fund’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act, although it will be limited by each of the Fund’s and the Master Fund’s intention to qualify as a RIC under the Code. As a result, the investment portfolios of the Fund and the Master Fund may be subject to greater risk and volatility than if investments had been made in the securities of a broad range of issuers. • Fund Investors will have no right to receive information about the Investment Funds or Investment Fund Managers, and will have no recourse against Investment Funds or their Investment Fund Managers. • Each of the Fund and the Master Fund (but not the Subsidiary) intends to qualify as a RIC under the Code; this will limit the percentage of each Fund’s assets that may be invested in the securities of a single issuer. If either the Fund or the Master Fund fails to qualify as such, it may be subject to increased income tax liability. • The Fund and the Master Fund are subject to the risk that Investment Fund Managers may not provide information sufficient to ensure that each of the Fund and the Master Fund qualifies as a RIC under the Code. • The Master Fund is permitted to invest up to 25% of its total assets in the Subsidiary, a Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. A RIC generally does not take into account income earned by a U.S. corporation in which it invests unless and until the corporation distributes such income to the RIC as a dividend. Where, as here, the Subsidiary is organized in the U.S., the Subsidiary will be liable for an entity-level U.S. federal income tax on its income from U.S. and non-U.S. sources, as well as any applicable state taxes, which will reduce the Master Fund’s return on its investment in the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income of the Master Fund. Changes in the tax laws of the United States and/or the State of Delaware could result in the inability of the Master Fund and/or the Subsidiary to operate as described in this prospectus and the Fund’s SAI and could adversely affect the Fund and its members.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents • The Fund is subject to, and indirectly invests in Investment Funds that are subject to, risks associated with legal and regulatory changes applicable to private equity funds, such as the Investment Funds, hedge funds, and real estate funds. • The Fund may invest indirectly a substantial portion of its assets in Investment Funds that follow a particular type of investment strategy, which may expose the Fund to the risks of that strategy. • The Master Fund’s investments in Investment Funds, and many of the investments held by the Investment Funds, and the Master Fund’s co-investments, will be priced in the absence of a readily available market and may be priced based on determinations of fair value. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Neither the Adviser nor the Board will be able to confirm independently the accuracy of the Investment Fund Managers’ valuations (which are unaudited, except at year-end) or the co-investment valuations. This risk is exacerbated to the extent that Investment Funds generally provide valuations only on a quarterly basis. While such information is provided on a quarterly basis, the Fund will provide valuations, and will issue Units, on a monthly basis. • The Master Fund may not be able to vote on matters that require the approval of Investment Fund investors, including matters that could adversely affect the Master Fund’s investment in such Investment Fund. • The Fund, through the Master Fund, may receive from an Investment Fund an in-kind distribution of securities that are illiquid or difficult to value and difficult to dispose of. • The Master Fund may invest in a number of Investment Funds, resulting in investment- related expenses that may be higher than if the Master Fund invested in only one Investment Fund. • Investment Funds located outside of the U.S. may be subject to withholding taxes in such jurisdictions, which may reduce the return of the Fund and its Investors. • Investment Funds will not be registered as investment companies under the 1940 Act, and, therefore, the Fund’s investments in Investment Funds will not benefit from the protections of the 1940 Act.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents • The Fund and the Master Fund will be registered as investment companies under the 1940 Act, which may limit such funds’ investment flexibility compared to a fund that is not so registered. • Investment Fund Managers may invest the Investment Funds’ assets in securities of early-stage venture investments which may result in or contribute to significant losses to the Fund. • To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in ETFs designed to track equity indexes and, to a lesser extent, in cash and short-term securities. The Adviser expects that, even when the Master Fund is fully invested, up to approximately 30% of the Master Fund’s assets will consist of liquid assets, including ETFs. The risks of investment in an ETF typically reflect the risks of the types of instruments in which the ETF invests. When the Master Fund invests in ETFs, Investors of the Fund bear indirectly their proportionate share of their fees and expenses, as well as their share of the Fund’s fees and expenses. As a result, an investment by the Master Fund in an ETF could cause the Fund’s operating expenses (taking into account indirect expenses such as the fees and expenses of the ETF) to be higher and, in turn, performance to be lower than if it were to invest directly in the instruments underlying the investment company or ETF. The trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted. The risks of ETFs designed to track equity indexes may include passive strategy risk (the ETF may hold constituent securities of an index regardless of the current or projected performance of a specific security or a particular industry, market sector, country, or currency, which could cause returns to be lower or higher than if an active strategy were used), non-correlation risk (the ETF’s return may not match the returns of the relevant index), equity securities risk (the value of equity securities will rise and fall in response to the activities of the company that issued them, general market conditions, and/or economic conditions), market trading risks (the ETF faces market trading risks, including losses from trading in secondary markets and disruption in the creation/ redemption process of the ETF), and concentration risk (to the extent the ETF or underlying index’s portfolio is concentrated in the securities of a particular geography or market segment, the ETF may be adversely affected by the performance of that market, may be subject to increased price volatility, and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market). • The Master Fund may maintain a sizeable cash position in anticipation of funding capital calls. Even though the Master Fund may maintain a sizeable position in cash and short-term securities, it may not contribute the full amount of its commitment to an Investment Fund at the time of its admission to the Investment Fund. Instead, the Master Fund will be required to make incremental contributions pursuant to capital calls issued from time to time by the Investment Fund. Holding a sizeable cash position may result in lower returns than if the Master Fund employed a more aggressive “over-commitment” strategy. However, an inadequate cash position presents other risks to the Fund and the Master Fund, including an adverse impact on the Master Fund’s ability to

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents fund capital contributions, the Fund’s ability to pay for repurchases of Units tendered by Investors or each of the Fund’s and the Master Fund’s ability to meet expenses generally. Moreover, if the Master Fund defaults on its commitment to an Investment Fund or fails to satisfy capital calls to an Investment Fund in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Master Fund’s investment in the Investment Fund. Any failure by the Master Fund to make timely capital contributions in respect of its commitments may (i) impair the ability of the Fund and the Master Fund to pursue its investment program, (ii) force the Master Fund to borrow, (iii) indirectly cause the Fund, and, indirectly, the Investors to be subject to certain penalties from the Investment Funds (including the complete forfeiture of the Master Fund’s investment in an Investment Fund), or (iv) otherwise impair the value of the Fund’s investments (including the devaluation of the Fund).

• Investment Fund Managers may invest the Investment Funds’ assets in securities of non-U.S. issuers, including those in emerging markets, and the Master Fund’s assets may be invested in Investment Funds that may be denominated in non-U.S. currencies, thereby exposing the Fund to various risks that may not be applicable to U.S. securities. Investment in foreign issuers or securities principally traded outside the United States may involve special risks due to foreign economic, political, and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation, nationalization or confiscatory taxation of assets, and possible difficulty in obtaining and enforcing judgments against foreign entities. The Fund, the Master Fund and/or an Investment Fund may be subject to foreign taxation which may reduce the Fund’s yield. Issuers of foreign securities are subject to different accounting, custody, reporting, and disclosure requirements than U.S. issuers. The securities of some foreign governments, companies, and securities markets are less liquid, and at times more volatile, than comparable U.S. securities and securities markets. Foreign brokerage commissions and related fees also are generally higher than in the United States. Investment Funds that invest in foreign securities also may be affected by different custody and/or settlement practices or delayed settlements in some foreign markets. The laws of some foreign countries may limit an Investment Fund’s ability to invest in securities of certain issuers located in those countries. • While the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Master Fund may be more concentrated due to its anticipated focus on co-investments and/or secondaries. This increased concentration may subject the Master Fund, and thus the Fund, to greater risk and volatility than if the Master Fund were less concentrated. In addition, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Master Fund may hold a substantial portion of its assets in ETFs, cash and short term investments as it seeks for desirable investments for the private equity portion of the Master Fund’s portfolio. • The Master Fund may invest a significant portion of its assets in private infrastructure fund investments and co-investments, which focus on utilities infrastructure (e.g., conventional and renewable power and transmission,

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents electricity, gas and water networks) and/or transportation infrastructure (e.g., airports, ports, railways, and roads). Concentration in these sectors may subject the Master Fund, and thus the Fund, to greater risk and volatility than if investments had been made in issuers in a broader range of industries.

• An Investment Fund Manager may focus on a particular industry or sector (e.g., energy, utilities, transportation, financial services, healthcare, real estate, credit, consumer products, natural resources, precious metals, industrials, and technology), which may subject the Investment Fund, and thus the Fund, through the Master Fund, to greater risk and volatility than if investments had been made in issuers in a broader range of industries. • An Investment Fund Manager may focus on a particular country or geographic region, which may subject the Investment Fund, and thus the Fund, through the Master Fund, to greater risk and volatility than if investments had been made in issuers in a broader range of geographic regions. • An Investment Fund’s assets may be invested in a limited number of securities, or portfolio companies which may subject the Investment Fund, and thus the Fund, to greater risk and volatility than if investments had been made in a larger number of securities. • Secondary investments may be acquired based on incomplete or imperfect information, and may expose the Fund, through the Master Fund, to contingent liabilities, counterparty risks, reputational risks and execution risks. Additionally, the absence of a recognized “market” price means that the Master Fund cannot be assured that it is realizing the most favorable price in connection with trades in secondaries. • The realization of portfolio company investments made as co-investments may take longer than would the realization of investments under the sole control of the Adviser or the Fund or Master Fund, because the co-investors may require an exit procedure requiring notification of the other co-investors and possibly giving the other co- investors a right of first refusal or other such contractually limiting right. • Third-party co-investors may also have economic or business interests or goals that are inconsistent with those of the Fund or Master Fund, or may be in a position to take or block action in a manner contrary to the Fund’s or Master Fund’s investment objectives. • The Fund or Master Fund may indirectly make binding commitments to co-investment vehicles without an ability to participate in their management and control and with no or limited ability to transfer its interests in such co-investment vehicles. • The Fund and Master Fund also generally will not have control over any of the underlying portfolio companies and will not be able to direct the policies or management decisions of such portfolio companies.

No assurance can be given that the Fund’s investment program will be successful. Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective Investor should invest in the Fund only if it can sustain a complete loss of its investment. An investment in the Fund should be viewed only as part of an overall investment program.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents See “Types of Investments and Related Risk Factors.”

Application for Units The stated minimum initial investment in the Fund is $25,000 for the Advisory Class and Brokerage Class Units, $1,000,000 for the Institutional Class Units and $25,000,000 for the Institutional Plus Class Units. The minimum additional investment in the Fund is $10,000. The minimum initial and additional investment amounts may be waived for investments by current or retired officers and Directors of the Fund and other funds managed by the Adviser or Sponsor, as well as their family members; current or retired officers, directors, and employees of the Adviser or Sponsor and certain participating affiliated companies of the Adviser or Sponsor; the immediate family members of any such officer, director, or employee (including parents, grandparents, spouses, children, grandchildren, siblings, fathers/mothers-in-law, sisters/brothers- in-law, daughters/sons-in-law, nieces, nephews, and domestic partners); and a trust or plan established primarily for the benefit of any of the foregoing persons. In addition, the minimums may be reduced by the Fund in the discretion of the Adviser or Sponsor based on consideration of various factors, including the Investor’s overall relationship with the Adviser or Sponsor, the Investor’s holdings in other funds affiliated with the Adviser or Sponsor, and such other matters as the Adviser or Sponsor may consider relevant at the time. The Fund may, in the sole discretion of the Adviser or Sponsor, also aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts. The Fund may accept initial and additional purchases of Units as of the first business day of each calendar month, and proceeds relating to such purchases will represent the Fund’s capital and become the Fund’s assets on such business day. Any amounts received in advance of initial or additional purchases of Units are placed in a non- interest-bearing account with The Bank of New York Mellon, the custodian to the Fund, prior to the amounts being invested in the Fund. The Fund reserves the right to reject any purchase of Units (including when the Fund has reason to believe that such purchase would be unlawful). Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by the Fund will be returned to the prospective Investor without interest.

Additional Information about The Directors of the Fund oversee generally the operations of the Fund. The Fund enters into the Fund contractual arrangements with various parties, including among others the Adviser, the Sponsor, the Distributor and the Fund’s custodian, transfer agent, and accountants, each of whom provides services to the Fund. Investors are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any Investor any right to enforce such arrangements against the service providers or to seek any remedy thereunder against the service providers, either directly or on behalf of the Fund. Neither this Prospectus nor any contract that is an exhibit hereto is intended to, nor does it, give rise to any agreement or contract between the Fund and any Investor, or give rise to any contractual or other rights in any individual Investor, group of Investors or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived. See “Additional Information—Board Management of the Fund.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Additional Information about The Directors of the Master Fund oversee generally the operations of the Master Fund. The the Master Fund Master Fund enters into contractual arrangements with various parties, including among others the Adviser, the Sponsor and the Master Fund’s custodian, transfer agent, and accountants, each of whom provides services to the Master Fund. Investors are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any Investor any right to enforce such arrangements against the service providers or to seek any remedy thereunder against the service providers, either directly or on behalf of the Master Fund. Neither this Prospectus nor any contract that is an exhibit hereto is intended to, nor does it, give rise to any agreement or contract between the Master Fund and any Investor or give rise to any contractual or other rights in any individual Investor, group of Investors or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived. See “Additional Information—Board Management of the Fund.”

SUMMARY OF FUND EXPENSES

The following table illustrates the expenses and fees that the Fund expects to incur and that Investors can expect to bear directly or indirectly. Investors will indirectly bear fees and expenses of the Master Fund, which are reflected in the following chart and in the example below.

Advisory Brokerage Institutional Institutional Class Class Class Plus Class Investor Transaction Expenses Maximum sales load (as a percentage of purchase amount) None 3.50 %(1) None None Maximum early repurchase fee (as a percentage of repurchased amount)(2) 2.00 % 2.00 % 2.00 % 2.00 % Annual Expenses (as a percentage of net assets attributable to Units) Management Fee(3) 0.70 % 0.70 % 0.70 % 0.70 % Distribution and/or Service Fee(4) 0.50 % 1.00 % 0.25 % 0.00 % Other Expenses(5) 2.98 % 2.98 % 2.98 % 2.98 % Acquired Fund Fees and Expenses (6) 0.42 % 0.42 % 0.42 % 0.42 % Total Annual Expenses 4.60 % 5.10 % 4.35 % 4.10 % Fee Waiver and Expense Reimbursements(7) (2.23 )% (2.23 )% (2.23 )% (2.23 )% Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursements(7) 2.37 % 2.87 % 2.12 % 1.87 %

(1) Investors purchasing Brokerage Class Units may be charged a sales load of up to 3.50% of the Investor’s subscription. The table assumes the maximum sales load is charged. Investments will be subject to a sales load in the amounts set forth below:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Investment Amount Sales Load Less than $250,000 3.50 % $250,000 – $499,999 2.50 % $500,000 – $999,999 2.00 % $1,000,000 or more 0.00 % See “Management of the Fund—The Distributor and Distribution Arrangements.” (2) A 2.00% early repurchase fee payable to the Fund will be charged with respect to the repurchase of an Investor’s Units at any time prior to the day immediately preceding the one-year anniversary of an Investor’s purchase of the Units (on a “first in-first out” basis). An early repurchase fee payable by an Investor may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner that will not discriminate unfairly against any Investor. The early repurchase fee will be retained by the Fund for the benefit of the remaining Investors. See “Repurchases of Units and Transfers.” (3) The management fee shown is payable in part by the Master Fund and in part by the Subsidiary, but will be borne indirectly by Investors as a result of the Fund’s investment in the Master Fund. The Master Fund will pay the Adviser a management fee at the annual rate of 0.70% of the Master Fund’s net asset value (excluding the assets attributable to the Subsidiary) as of the end of each month, and the Subsidiary will pay the Adviser a management fee at the annual rate of 0.70% of the Subsidiary’s net asset value as of the end of each month. For purposes of determining the management fee payable to the Adviser for any month, net asset value is calculated prior to giving effect to the payment of such management fee and prior to the deduction of any other asset- based fees (e.g., any administration fee) payable by the Master Fund or the Subsidiary, as applicable, to either the Adviser or the Sponsor and prior to giving effect to any purchases or repurchases of interests of the Master Fund or the Subsidiary, as applicable, or any distributions by the Master Fund or the Subsidiary, as applicable, occurring as of or around the end of such month. (4) The Advisory Class, Brokerage Class and Institutional Class Units will pay the Distributor the Distribution and/or Service Fee at an annualized rate of 0.50% of the net assets of the Fund that are attributable to Advisory Class Units, 1.00% of the net assets of the Fund that are attributable to Brokerage Class Units and 0.25% of the net assets of the Fund that are attributable to Institutional Class Units, in each case determined as of the end of each month. These Distribution and/or Service Fees are paid for distribution and investor services provided to Investors (such as responding to Investor inquiries and providing information regarding investments in Units of the Fund; processing purchase, exchange, and redemption requests by beneficial owners of Units; placing orders with the Fund or its service providers for Units; providing sub-accounting with respect to Units beneficially owned by Investors; and processing dividend payments for Units of the Fund on behalf of Investors). The Distributor may pay all or a portion of the Distribution and/or Service Fee to Selling Agents that provide distribution and investor services to Investors. For purposes of determining the Distribution and/or Service Fee payable to the Distributor for any month, net asset value is calculated prior to giving effect to the payment of the Distribution and/or Service Fee and prior to the deduction of any other asset-based fees (e.g., the management fee and any administration fee). (5) Based on expenses incurred during the fiscal year ended March 31, 2019. “Other Expenses” include professional fees and other expenses, including, without limitation, administration fees, custody fees, trustee fees, insurance costs, financing costs and other expenses that the Fund bears directly and indirectly through the Master Fund. (6) Includes fees and expenses of the Investment Funds in which the Master Fund invests. Some or all of the Investment Funds in which the Master Fund intends to invest charge carried interests, incentive fees, or allocations based on the Investment Funds’ performance. The Investment Funds in which the Master Fund intends to invest generally charge a management fee of 1.00% to 2.00%, and approximately 20% of net profits as a carried interest allocation. The “Acquired Fund Fees and Expenses” disclosed above are based on historic returns of the Investment Funds in which the Master Fund invests, which may change substantially over time and, therefore, significantly affect “Acquired Fund Fees and Expenses.” The 0.42% shown as “Acquired Fund Fees and Expenses” reflects operating expenses of the Investment Funds (i.e., management fees, administration fees, and professional and other direct, fixed fees and expenses of the Investment Funds). The

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents “Acquired Fund Fees and Expenses” disclosed above, however, do not reflect any performance-based fees or allocations paid by the Investment Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in-kind, as such fees and allocations for a particular period may be unrelated to the cost of investing in the Investment Funds. (7) The Adviser has entered into an “Expense Limitation and Reimbursement Agreement” with the Fund, the Master Fund and the Subsidiary to waive the management fee payable by the Master Fund (for purposes of this section, the “Master Fund” includes the Subsidiary) and pay or reimburse the Fund’s expenses (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund) such that the Fund’s total annual operating expenses (exclusive of certain “Excluded Expenses” listed below) do not exceed 1.45% per annum of the Fund’s net assets as of the end of each calendar month (the “Expense Cap”). “Excluded Expenses” is defined to include (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund, (d) fees and expenses incurred in connection with any credit facilities obtained by the Master Fund; (e) taxes of the Master Fund; (f) extraordinary expenses of the Master Fund (as determined in the sole discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses; (g) fees and expenses billed directly to the Subsidiary by any accounting firm for auditing, tax and other professional services provided to the Subsidiary; and (h) fees and expenses paid by the Subsidiary for custody and fund administration services provided to the Subsidiary; and (ii) (a) any investment management fee paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with any credit facilities obtained by the Fund; (f) the Distribution and/or Service Fees (as applicable) paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses of the Fund (as determined in the sole discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses. Expenses that are subject to the Expense Limitation and Reimbursement Agreement include, but are not limited to, the Master Fund’s investment management fee, the Funds’ administration, custody, transfer agency, recordkeeping, fund accounting and investor services fees, the Funds’ professional fees (outside of professional fees related to transactions), the Funds’ organizational costs and fees and expenses of Fund Directors. To the extent that the Fund’s total annual operating expenses for any month exceed the Expense Cap, the Adviser will pay or reimburse the Fund for expenses and/or waive the management fee payable by the Master Fund to the extent necessary to eliminate such excess. The Fund, or, with respect to the waived management fee, the Master Fund, will be obligated to pay the Adviser all such amounts paid, waived, or reimbursed by the Adviser pursuant to the Expense Cap, provided that (A) the amount of such additional payment in any year, together with all expenses of the Fund (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in the aggregate, would not cause the Fund’s total annual operating expenses, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund, exclusive of Excluded Expenses, in any such year to exceed the lesser of any expense limitation in place at the time of payment or the expense limitation in place at the time of waiver or reimbursement, (B) the amount of such additional payment shall be borne pro rata by all Fund Investors or Master Fund unitholders, as applicable, and (C) no such additional payments by the Fund, or, with respect to the waived management fee, the Master Fund, will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36) months after the date such amounts are paid, waived, or reimbursed by the Adviser. The Expense Limitation and Reimbursement Agreement shall remain in effect until such time that the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement among the Adviser and the Board of the Fund.

The purpose of the table above is to assist you in understanding the various costs and expenses you will bear directly or indirectly as an Investor in the Fund. The table assumes the reinvestment of all dividends and distributions at net asset value. For a more complete description of the various fees and expenses of the Fund, see “Fees and Expenses.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Example You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:

1 Year 3 Years 5 Years 10 Years Advisory Class Units $ 45 $74 $127 $ 271 Brokerage Class Units $ 83 $121 $181 $ 343 Institutional Class Units $ 42 $66 $114 $ 245 Institutional Plus Class Units $ 40 $59 $101 $ 219

The example does not present actual expenses and should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example above; if the actual return were greater, the amount of fees and expenses would increase.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance. Information is shown since the commencement of the Fund’s operations on October 1, 2014. The financial data for fiscal year ended March 31, 2019 is derived from the Fund’s unaudited financial statements. The Fund’s audited financial statements will be included in the Fund’s annual report to shareholders for the fiscal year ended March 31, 2019, when available.

Advisory Class Financial Highlights

For the fiscal For the fiscal years ended March 31 period ended 2019 2018 2017 March 31, 2016* Advisory Class Units Net Asset Value, Beginning of Period $13.27 $11.68 $10.27 $ 10.12 Income (Loss) from Investment Operations: Net investment loss1,2 (0.07 ) (0.06 ) (0.05 ) (0.02 ) Net realized and unrealized gain from investments 0.71 1.66 1.46 0.17 Total from investment operations 0.64 1.60 1.41 0.15 Less Distributions to Investors from: Net investment income (0.27 ) — — — Net realized gain on investments (0.05 ) (0.01 ) — — Net Asset Value, End of Period $13.59 $13.27 $11.68 $ 10.27 Total Return1 4.90 % 13.69 % 13.73 % 1.48 %3 Ratio/Supplemental Data: Ratio of net expenses to average net assets (with reimbursements and non-recoupable waivers) 0.50 % 0.50 % 0.50 % 0.50 %4

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Ratio of expenses to average net assets (with reimbursements) 1.20 % 1.20 % 1.20 % 1.32 %4 Ratio of total expenses to average net assets (without reimbursements and non-recoupable waivers)5 4.18 % 9.57 % 23.40% 65.12%4 Ratio of net investment loss to average net assets1 (0.50 %) (0.50 %) (0.50 %) (0.50 %)4 Portfolio turnover rate (Master Fund) 60 % 0 %6 0 %6 2 %3 Net assets, end of period (in thousands) $11,449 $1,430 $202 $10 * Class commenced operations on October 1, 2015. 1 Total return and net investment income would have been lower had certain expenses not been offset. 2 Per Unit numbers have been calculated using average Units. 3 Not annualized. 4 Annualized. 5 Excludes the impact of expense reimbursements or fee waivers and expense reductions, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes. 6 Less than 0.5%.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Brokerage Class Financial Highlights

For the fiscal For the fiscal years ended March 31 period ended 2019 2018 2017 March 31, 2016* Brokerage Class Units Net Asset Value, Beginning of Period $13.12 $11.60 $10.25 $ 10.12 Income (Loss) from Investment Operations: Net investment loss1,2 (0.14 ) (0.12 ) (0.10 ) (0.04 ) Net realized and unrealized gain from investments 0.70 1.65 1.45 0.17 Total from investment operations 0.56 1.53 1.35 0.13 Less Distributions to Investors from: Net investment income (0.17 ) — — — Net realized gain on investments (0.05 ) (0.01 ) — — Net Asset Value, End of Period $13.46 $13.12 $11.60 $ 10.25 Total Return1 4.32 % 13.18% 13.17% 1.28 %3 Ratio/Supplemental Data: Ratio of net expenses to average net assets (with reimbursements and non-recoupable waivers) 1.00 % 1.00 % 1.00 % 1.00 %4 Ratio of expenses to average net assets (with reimbursements) 1.70 % 1.70 % 1.70 % 1.82 %4 Ratio of total expenses to average net assets (without reimbursements and non-recoupable waivers)5 4.68 % 10.07% 23.89% 65.64 %4 Ratio of net investment loss to average net assets1 (1.00 %) (1.00 %) (1.00 %) (1.00 %)4 Portfolio turnover rate (Master Fund) 60 % 0 %6 0 %6 2 %3 Net assets, end of period (in thousands) $14 $13 $11 $ 10 * Class commenced operations on October 1, 2015. 1 Total return and net investment income would have been lower had certain expenses not been offset. 2 Per Unit numbers have been calculated using average Units. 3 Not annualized. 4 Annualized. 5 Excludes the impact of expense reimbursements or fee waivers and expense reductions, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes. 6 Less than 0.5%.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Institutional Class Financial Highlights

For the fiscal For the fiscal years ended March 31 period ended 2019 2018 2017 March 31, 2016* Institutional Class Units Net Asset Value, Beginning of Period $13.37 $11.73 $10.29 $ 10.12 Income (Loss) from Investment Operations: Net investment loss1,2 (0.03 ) (0.03 ) (0.03 ) (0.01 ) Net realized and unrealized gain from investments 0.69 1.68 1.47 0.18 Total from investment operations 0.66 1.65 1.44 0.17 Less Distributions to Investors from: Net investment income (0.29 ) — — — Net realized gain on investments (0.05 ) (0.01 ) — — Net Asset Value, End of Period $13.69 $13.37 $11.73 $ 10.29 Total Return1 5.02 % 14.06% 13.99% 1.68 %3 Ratio/Supplemental Data: Ratio of net expenses to average net assets (with reimbursements and non-recoupable waivers) 0.25 % 0.25 % 0.25 % 0.25 %4 Ratio of expenses to average net assets (with reimbursements) 0.95 % 0.95 % 0.95 % 1.06 %4 Ratio of total expenses to average net assets (without reimbursements and non-recoupable waivers)5 3.93 % 9.32 % 23.15% 64.86 %4 Ratio of net investment loss to average net assets1 (0.25 %) (0.25 %) (0.25 %) (0.25 %)4 Portfolio turnover rate (Master Fund) 60 % 0 %6 0 %6 2 %3 Net assets, end of period (in thousands) $16,396 $1,672 $1,149 $ 10 * Class commenced operations on October 1, 2015. 1 Total return and net investment income would have been lower had certain expenses not been offset. 2 Per Unit numbers have been calculated using average Units. 3 Not annualized. 4 Annualized. 5 Excludes the impact of expense reimbursements or fee waivers and expense reductions, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes. 6 Less than 0.5%.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Institutional Plus Class Financial Highlights

For the fiscal For the fiscal years ended March 31 period ended 2019 2018 2017 2016 March 31, 2015* Institutional Plus Class Units** Net Asset Value, Beginning of Period $13.44 $11.77 $10.30 $10.20 $ 10.00 Income (Loss) from Investment Operations: Net investment income (loss)1,2 0.00 3 0.00 3 0.00 (0.01 ) (0.01 ) Net realized and unrealized gain from investments 0.72 1.68 1.47 0.11 0.21 Total from investment operations 0.72 1.68 1.47 0.10 0.20 Less Distributions to Investors from: Net investment income (0.31 ) — — — — Net realized gain on investments (0.05 ) (0.01 ) — — — Net Asset Value, End of Period $13.80 $13.44 $11.77 $10.30 $ 10.20 Total Return1 5.45 % 14.26% 14.27% 0.98 % 2.00 %4 Ratio/Supplemental Data: Ratio of net expenses to average net assets (with reimbursements and non-recoupable waivers) 0.00 %6 0.00 %6 0.00 % 0.07 % 0.25 %5 Ratio of expenses to average net assets (with reimbursements) 0.70 % 0.70 % 0.70 % 1.00 % 1.50 %5 Ratio of total expenses to average net assets (without reimbursements and non-recoupable waivers)7 3.68 % 9.07 % 22.90% 73.90% 271.18 %5 Ratio of net investment income (loss) to average net assets1 0.00 %6 (0.00 %)6 0.00 % (0.07 %) (0.25 %)5 Portfolio turnover rate (Master Fund) 60 % 0 %8 0 %8 2 % 56 %4 Net assets, end of period (in thousands) $ 3,704 $3,680 $2,794 $2,327 $ 951 * Class commenced operations on October 1, 2014. ** Prior to October 1, 2015, the Institutional Plus Class was known as the Advisory Class. 1 Total return and net investment income would have been lower had certain expenses not been offset. 2 Per Unit numbers have been calculated using average Units. 3 Less than 0.005 or (0.005). 4 Not annualized. 5 Annualized. 6 Less than 0.005% or (0.005%). 7 Excludes the impact of expense reimbursements or fee waivers and expense reductions, but includes expense repayments and non-reimbursable expenses, if any, such as interest and taxes. 8 Less than 0.5%.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PRIVACY POLICY

This Privacy Policy covers the practices of the Fund and applies to the nonpublic personal information of its Investors and former Investors (to the extent required by applicable law, including Gramm-Leach-Bliley Act (“GLBA”) requirements).

The Fund may collect nonpublic personal information about Investors that the law allows or requires the Fund to have in order to conduct its business and properly service its accounts.

The Fund only uses and re-discloses third-party information in accordance with the purpose for which it is received and does not share with other nonaffiliated third parties (other than Fund service providers), unless the original third party could have legally shared with such a party.

The Fund does not disclose any nonpublic personal information about Investors or former Investors to nonaffiliated third parties, except in accordance with the GLBA. In no circumstances does the Fund share credit-related information, such as income, total wealth, or other credit header information, with nonaffiliated third parties, other than in their capacity as service providers of the Fund.

The Fund has relationships with nonaffiliated third parties that require the Fund to share Investor information in order for the third party to carry out its services for the Fund. These nonaffiliated third parties provide marketing, administration or other related services to the Fund and/or carry out marketing activities on the Fund’s behalf. Each of these nonaffiliated third parties described in this exception is required to enter into a joint marketing or other agreements with the Administrator. These agreements include confidentiality provisions as required by GLBA privacy regulations. These provisions ensure that the nonaffiliated third party only uses and re-discloses Investor nonpublic personal information for the purpose for which it was originally disclosed.

The Fund may also share information when it is necessary to effect, administer, or enforce a transaction for an Investor or if an Investor initiates a request for the Fund to share information with an outside party. All requests by Investors must be received in writing from the Investor or the Investor’s authorized representative.

It also may be necessary under anti-money laundering and similar laws to disclose information about Investors in order to accept subscriptions from them. The Fund also will release information about Investors if compelled to do so by law in connection with any government request or investigation, or if any Investors direct the Fund to do so.

USE OF PROCEEDS

The proceeds will be invested in accordance with the Fund’s investment objective and strategies as soon as practicable. The Fund invests substantially all of its assets in the Master Fund.

The Master Fund may invest a portion of the proceeds of the offering, which may be a substantial portion, directly, or indirectly through the Subsidiary, in primary and secondary investments in Investment Funds and co-investments in portfolio companies pursuant to the Master Fund’s investment objective and principal strategies. Notwithstanding the foregoing, the Adviser anticipates that it will take up to 6 months to invest all or substantially all of the proceeds from a sale of Units in accordance with the Master Fund’s investment objective and policies. The Adviser anticipates this to be the case because of the limited opportunities that exist to invest in primaries, secondaries and co-investment opportunities. In addition to the foregoing, during such period, the Adviser anticipates investing the private equity portion of the Master Fund’s portfolio primarily in co-investments and/or secondaries of Investment Funds.

To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in ETFs designed to track equity indexes and, to a lesser extent, in cash and short-term securities. In addition, the Master Fund may use derivative instruments, primarily equity options and swaps (and, to a lesser extent, futures and forwards), for hedging purposes to help protect the value of its ETF investments, and may also invest in dividend paying equities or ETFs of dividend paying equities. Furthermore, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Master Fund may hold a substantial portion of its assets in ETFs, cash and short term investments as it seeks for desirable investments for the private equity portion of the Master Fund’s portfolio.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents THE FUND

The Fund, which is registered under the 1940 Act as a closed-end, non-diversified, management investment company, was organized as a Delaware limited liability company on May 16, 2014. The Fund’s principal office is located at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830, and its telephone number is (877) 355-1566. The Fund invests all or substantially all of its assets in ownership interests in the Master Fund. The Master Fund is a closed-end, non-diversified management investment company, organized as a Delaware limited liability company on May 16, 2014 and registered under the 1940 Act. Investment advisory services are provided to the Fund and the Master Fund by the Adviser pursuant to the Investment Management Agreements. The individuals who serve on the Board are responsible for monitoring and overseeing the Fund’s investment program. The Master Fund Board, which currently has the same composition as the Board, has overall responsibility for monitoring and overseeing the investment program of the Master Fund. See “Management of the Fund.”

STRUCTURE

The Fund is a specialized investment vehicle that incorporates both features of an unregistered private investment fund and features of a closed-end investment company that is registered under the 1940 Act. Private investment funds (such as private equity funds) are collective asset pools that typically offer their securities privately, without registering such securities under the Securities Act. Securities offered by private investment funds are typically sold in large minimum denominations (often at least $5 million to $20 million) to a limited number of institutional investors. The managers of such funds are generally compensated through asset-based fees and incentive-based/carried interest allocations. Registered closed-end investment companies are typically managed more conservatively than most private investment funds because of the requirements and restrictions imposed on them by the 1940 Act. Compared to private investment funds, registered closed-end companies may have more modest minimum investment requirements, and generally offer their units to a broader range of investors. Advisers to such investment companies, such as the Adviser, are typically compensated through asset-based fees.

Investors purchase Units in the Fund. Units may be purchased as of the first business day of each month based upon the Fund’s net asset value as of the close of business on the business day immediately preceding such date.

Similar to private investment funds, Units of the Fund are sold in relatively large minimum denominations to high net worth and institutional investors. In contrast to many private investment funds, however, the Fund is permitted to offer Units to an unlimited number of Eligible Investors. The Fund was designed to permit certain sophisticated Investors to participate in an investment program that employs private equity strategies without requiring, among other things, Investors to commit the more substantial minimum investments required by many private investment funds, and without subjecting the Fund to the same restrictions on the number of Eligible Investors as are imposed on many of those private investment funds.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents INVESTMENT PROGRAM

The Fund’s investment objective is to seek long-term capital appreciation. In pursuing its investment objective, the Fund invests substantially all of its assets in the Master Fund. The Master Fund has the same investment objective as the Fund and will seek to achieve its investment objective by investing predominantly in interests in Investment Funds and co-investments2 in portfolio companies. In addition to units of the Master Fund, the Fund may hold a portion of its assets in cash to pay for current operating expenses. Each Investment Fund is managed by the general partner or manager (or equivalent) of the Investment Fund (such general partner, manager, or equivalent in respect of any Investment Fund being hereinafter referred to as the “Investment Fund Manager” of such Investment Fund) under the direction of the portfolio managers or investment teams selected by the Investment Fund Manager.

Under normal circumstances, the Master Fund expects to invest primarily in any of (i) private equity investments of any type, including primary and secondary investments in private equity, infrastructure and other private asset funds (“Investment Funds”) and investments in companies that are typically made alongside one or more Investment Funds (“Co-Investment Opportunities”), (ii) exchange-traded funds (“ETFs”) designed to track equity indexes and (iii) cash, cash equivalents and other short-term investments. The allocation among these types of investments may vary from time to time, especially during the Master Fund’s initial period of investment operations.

The Master Fund may invest up to 25% of its total assets in a wholly-owned subsidiary organized as a Delaware limited liability company (the “Subsidiary”). The Subsidiary has the same investment objective and strategies as the Master Fund and, like the Fund and the Master Fund, is managed by the Adviser. The Master Fund’s investment in the Subsidiary permits the Master Fund to pursue its investment objective and strategies in a potentially tax-efficient manner. Except as otherwise provided, references to the Master Fund’s investments include the Subsidiary’s investments for the convenience of the reader.

The Adviser believes that the Master Fund’s investment program will offer a unique approach to private equity investing for Eligible Investors who previously have not had access to high quality private equity Investment Funds. In pursuing the Master Fund’s investment objective, the Adviser will allocate capital in the private equity portion of the portfolio across primary and secondary investments in Investment Funds and co-investments in portfolio companies. The Adviser will seek to invest across a broad spectrum of Investment Funds (e.g., buyout, growth capital, special situations, credit, private infrastructure, real estate, real assets, and other private asset funds), determined by a diverse selection of geographies (e.g., North America, Europe, Asia, and emerging markets) and vintage years. Notwithstanding the foregoing, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Adviser anticipates investing the private equity portion of its portfolio primarily in co-investments and/or secondaries of Investment Funds.

The Fund and the Master Fund have been structured with the intent of seeking to alleviate or reduce a number of the burdens typically associated with private equity investing, such as funding capital calls on short notice, reinvesting distribution proceeds, meeting large minimum commitment amounts, and receiving tax reporting on potentially late Schedule K-1s. To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in ETFs designed to track equity indexes and, to a lesser extent, in cash and short-term securities. In addition, the Master Fund may use derivative instruments, primarily equity options and swaps (and, to a lesser extent, futures and forwards), for hedging purposes to help protect the value of its ETF investments, and may also invest in dividend paying equities or ETFs of dividend paying equities. Furthermore, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Master Fund may hold a substantial portion of its assets in ETFs, cash and short term investments as it seeks desirable investments for the private equity portion of the Master Fund’s portfolio.

Investment Philosophy Registered investment companies, such as the Fund and the Master Fund, are generally subject to significant regulatory restrictions with respect to selling securities short and using leverage and derivatives. The Investment Funds generally are not subject to the same investment restrictions as the Master Fund or the Fund, and are generally subject to few investment limitations, including investment limitations under the 1940 Act or the Code. While the 1940 Act applies to the Master Fund and the Fund, the Investment Funds are not subject to the 1940 Act.

2 The Fund will not engage in co-investments alongside affiliates unless an application for an exemption from Section 17(d) of the 1940 Act is granted or unless such investments are not prohibited by Section 17(d) or interpretations of Section 17(d) as expressed in SEC no-action letters, including Massachusetts Mutual Life Insurance Co., SEC No-Action Letter (Pub. Avail. June 7, 2000). There can be no assurance that any such exemptive relief will be granted.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents By investing in the Fund, Investors gain access to funds managed by Investment Fund Managers whose services are generally not available to the investing public, or who may otherwise restrict the number and type of persons whose money will be managed. Investing in the Fund also permits Investors to invest with Investment Fund Managers without being subject to the high minimum investment requirements typically charged by such Investment Fund Managers. The Fund should also benefit from its exposure to a number of different investment styles. Investing through various Investment Fund Managers that employ different strategies may reduce the volatility inherent in a direct investment by the Fund with a single Investment Fund Manager.

Investment Strategies The Master Fund seeks to provide investors with long-term capital appreciation by, after the initial investment period, investing a substantial portion of its assets in a diverse portfolio of Investment Funds.

The principal elements of the Adviser’s investment strategy include: (i) allocating the assets of the Master Fund across Investment Funds, portfolio companies, and other assets; (ii) seeking to secure access to attractive investment opportunities that the Adviser believes offer attractive value; (iii) seeking to manage the Master Fund’s investment level and liquidity using the Adviser’s commitment strategy; and (iv) seeking to manage risk through ongoing monitoring of the portfolio. • Asset Allocation. With respect to Investment Funds, the Master Fund will define a strategic asset allocation that seeks to benefit from long-term diverse investments through exposure to different geographic markets, investment types, and vintage years. The Adviser seeks to implement a proactive approach to portfolio construction, defining strategic goals and reviewing the portfolio’s development on an on-going basis. This approach enables the Adviser to construct portfolios that the Adviser believes are appropriately diverse and reflect the Adviser’s assessment of sector and valuation themes. To seek to achieve the targeted strategic asset allocation, the Master Fund will allocate its capital among primary and secondary investments in Investment Funds and pursue co-investment opportunities alongside Investment Funds. • Access. The Fund will seek to provide Investors with access to investments that are generally unavailable to the investing public due to resource requirements and high investment minimums. • Commitment Strategy. The Adviser intends to manage the Master Fund’s commitment strategy with a view towards balancing liquidity while maintaining a high level of investment. • Risk Management. The long-term nature of private equity investments requires a commitment to ongoing risk management. The Adviser seeks to maintain close contact with the Investment Fund Managers and to monitor the performance of individual Investment Funds and co-investments by tracking operating information and other pertinent details.

No guarantee or representation is made that the investment program of the Fund, the Master Fund, or any Investment Fund will be successful, that the various Investment Funds selected will produce positive returns or that the Fund and the Master Fund will achieve their investment objective. The Adviser also may invest the Master Fund’s assets in Investment Funds that engage in investment strategies other than those described in this Prospectus, and may sell the Master Fund’s portfolio holdings at any time.

Private Equity Private equity is a common term for investments that are typically made in non-public companies through privately negotiated transactions. Private equity investors generally seek to acquire quality assets at attractive valuations and use operational expertise to enhance value and improve portfolio company performance. Buyout funds acquire private and public companies, as well as divisions of larger companies. Private equity specialists then seek to uncover value enhancing opportunities in portfolio companies, unlock the value of the portfolio company and reposition it for sale at a multiple of invested equity.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Private equity investments are typically made in non-public companies through privately negotiated transactions. Private equity investments may be structured using a range of financial instruments, including common and preferred equity, convertible securities, subordinated debt and warrants or other derivatives.

Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments. In such funds, investors usually commit to provide up to a certain amount of capital when requested by the fund’s manager or general partner. The general partner then makes private equity investments on behalf of the fund. The fund’s investments are usually realized, or “exited” after a three to seven year holding period through a private sale, an initial public offering (IPO) or a recapitalization. Proceeds of such exits are then distributed to the fund’s investors. The funds themselves typically have a term of ten to thirteen years.

The private equity market is diverse and can be divided into several different segments. These include the type and financing stage of the investment, the geographic region in which the investment is made and the vintage year.

Investments in private equity have increased significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio efficiency. It is now common for large pension funds, endowments and other institutional investors to allocate significant assets to private equity.

Buyouts, Growth Capital, Special Situations, Venture Capital/Other In the private equity asset class, the term “financing stage” is used to describe investments (or funds that invest) in companies at a certain stage of development. The different financing stages may have distinct risk, return and correlation characteristics, and play different roles within a diverse private equity portfolio. Broadly speaking, private equity investments can be broken down into four financing stages: buyout, growth capital, special situations, and venture capital. These categories may be further subdivided based on the investment strategies that are employed (e.g., credit investments or real estate investments). • Buyouts. Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid-, large-, or mega-capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions – particularly in the large- and mega-cap segment. Overall, debt financing typically makes up 50-70% of the price paid for a company. • Growth Capital. Typically involves minority investments in established companies with strong growth characteristics. Companies that receive growth capital investments typically are profitable businesses that need capital for organic and acquisition growth strategies and shareholder liquidity. • Special Situations. A broad range of investments including mezzanine, distressed debt, infrastructure, energy/utility investing and turnarounds may be classified as special situations. • Venture Capital/Other. Investments in new and emerging companies are usually classified as venture capital. Such investments are often in technology and healthcare-related industries. Companies financed by venture capital are generally not cash flow positive at the time of investment and may require several rounds of financing before the company can be sold privately or taken public. Venture capital investors may finance companies along the full path of development or focus on certain sub-stages (usually classified as seed, early and late stage) in partnership with other investors. It is not anticipated that venture capital will be a meaningful portion of the Master Fund’s allocations.

Private Equity Investment Types Some of the investments that the Adviser will consider with respect to the Master Fund include, but are not limited to: • Primary Investments. Primary investments (primaries) are interests or investments in newly established private equity funds that are typically acquired by way of subscription during their fundraising period. Most private equity fund sponsors raise new funds only every two to four years, and many top-performing funds are closed to new investors. Because of the limited windows of opportunity for making primary investments in particular funds, strong relationships with leading fund sponsors are highly important for primary investors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Primary investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in a number of individual operating companies during a defined investment period. The investments of the fund are usually unknown at the time of commitment, and investors typically have little or no ability to influence the investments that are made during the fund’s life. Because primary investors must rely on the expertise of the fund manager, an accurate assessment of the manager’s capabilities is essential. Primary investments typically exhibit a value development pattern, commonly known as the “J-curve,” in which the fund’s net asset value typically declines moderately during the early years of the fund’s life as investment-related fees and expenses are incurred before investment gains have been realized. As the fund matures and portfolio companies are sold, the pattern typically reverses with increasing net asset value and distributions to fund investors. There can be no assurance, however, that any or all primary investments made by the Master Fund will exhibit this pattern of investment development. Primary investments are usually ten to thirteen years in duration, while underlying investments in portfolio companies generally have a three to seven year duration, if not longer. • Secondary Investments. Secondary investments (secondaries) are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period. Secondary investments may play an important role in a diverse private equity portfolio. Because secondaries typically already have invested in portfolio companies, they are viewed as more mature investments than primaries and further along in their development pattern. As a result, their investment returns may not exhibit a pronounced J-curve pattern expected to be achieved by primaries in their early stages. In addition, secondaries typically provide earlier distributions than primaries. Past performance is not indicative of future results. There can be no assurance, however, that any or all secondary investments made by the Master Fund will exhibit this pattern of investment development. • Direct Investments/Co-Investments. Direct investments involve acquiring (directly or indirectly) an interest in securities issued by an operating company. Co-investments represent opportunities to separately invest in specific portfolio companies that are otherwise represented in an Investment Fund. Such investments are typically made as co-investments alongside private equity funds, and are usually structured such that the lead investor holds a controlling interest. Co-investments are typically offered to Investment Fund investors when the Investment Fund Manager believes that there is an attractive investment for the Investment Fund but the total size of the potential holding exceeds the targeted size for the Investment Fund. Direct investments and co-investments, unlike investments in Investment Funds, generally do not bear an additional layer of fees or bear significantly reduced fees. It is anticipated that Co-Investment Vehicles will be formed and managed by third-party fund managers and that neither the Adviser nor the Fund or Master Fund will be able to exercise day to day control over the Co-Investment Vehicles.

Portfolio Allocation After the initial investment period, the Master Fund’s investment process will begin with an allocation framework among: (i) primary and secondary private equity investments and co-investments in portfolio companies; (ii) buyout, growth capital, credit, distressed investments, special situations investments, private infrastructure funds, real estate, real assets, and other private asset funds; and (iii) investments focused in North America, Europe, Asia, and emerging markets. The framework also provides for diverse allocations over vintage years and with respect to individual investments. It is expected that through such diversification, the Master Fund may be able to achieve more consistent returns and lower volatility than would generally be expected if its portfolio were more concentrated in a single fund, geography, sector, vintage year, or a smaller number of funds.

Because of the distinct cash flow characteristics associated with different types of private equity investments, asset allocation is based on both quantitative and qualitative factors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Over time, the allocation ranges and commitment strategy may be adjusted based on the Adviser’s analysis of the private equity market, the Master Fund’s existing portfolio at the relevant time, or other pertinent factors.

The Adviser intends to manage the Master Fund’s commitment strategy with a view towards balancing liquidity while maintaining a high level of investment. Commitments to private equity funds generally are not immediately invested. Instead, committed amounts are drawn down by private equity funds and invested over time, as underlying investments are identified—a process that may take a period of several years. As a result, without an appropriate commitment strategy, a significant exposure to private equity investments could be difficult to achieve. The Adviser will seek to address this challenge using a commitment strategy designed to provide an appropriate investment level. As disclosed above, the Adviser anticipates that the private equity portion of the Master Fund’s portfolio initially will be comprised of co-investments and will evolve over time to include primary and secondary investments. As such, the proportion of assets allocated to secondary investments, primary investments, and co-investments will depend on the maturity profile of the existing portfolio and the cash flows into the Master Fund and will be managed to achieve a stated investment strategy. Furthermore, the Master Fund may over-commit to private equity investments—both primaries and secondaries—to provide an appropriate investment level.

To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in liquid assets, mainly ETFs designed to track equity indexes and, to a lesser extent, cash and short term securities. In addition, the Fund may use derivative instruments, primarily equity options and swaps, for hedging purposes to help protect the value of its ETF investments, and may also invest in dividend paying equities or ETFs of dividend paying equities. Furthermore, and as described previously, while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, the Master Fund may hold a substantial portion of the Master Fund’s assets in ETFs, cash and short term investments as it seeks desirable investments for the private equity portion of the Master Fund’s portfolio.

The Master Fund’s asset allocation with respect to the private equity portion of its portfolio, when fully deployed, is expected to be as noted below. The Adviser expects that even when the Master Fund’s assets are fully invested, a substantial portion of the Master Fund’s assets may consist of liquid assets, including ETFs, high quality fixed income securities, money market instruments, money market mutual funds, and other short-term securities, and cash or cash equivalents.

Asset Allocation

Financing Stage Buyout 40%-100% Growth Capital 0%-20% Special Situations/Real Estate/Other Private Assets 0%-40%

Geographic Region North America 20%-100% Europe 0%-40% Asia and Rest of World 0%-40%

Hedging Techniques From time to time, the Adviser may employ various hedging techniques in an attempt to reduce certain potential risks to which the Master Fund’s portfolio may be exposed. These hedging techniques may involve the use of derivative instruments, including swaps, exchange-listed and over-the-counter put and call options, futures, and forward contracts.

To the extent that the Master Fund’s potential exposure in a derivatives transaction is covered by the segregation of cash or liquid assets or otherwise, the Fund and the Master Fund believe that such instruments do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the borrowing restrictions of the Fund and the Master Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Temporary Defensive Strategies The Master Fund may, from time to time in its sole discretion, significantly alter its portfolio as a temporary defensive strategy. A defensive strategy may be employed as an alternative to, or in conjunction with, an option hedging strategy if, in the judgment of the Adviser, the performance of ETFs is likely to be adversely affected by current or anticipated economic, financial, political, or social factors. For defensive purposes, the Master Fund may invest without limit in short-term securities, including high- quality commercial paper, obligations of banks and savings institutions, U.S. Government securities, government agency securities, and repurchase agreements, or it may retain funds in cash. When the Master Fund is invested defensively, it may not meet its investment objective. In addition, the Master Fund may, in the Adviser’s sole discretion, hold cash, cash equivalents, other short-term securities or investments in money market funds in significant amount while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies, pending investment, in order to fund anticipated repurchases, expenses of the Master Fund, or other operational needs, or otherwise in the sole discretion of the Adviser.

Investment Selection Primaries After the initial investment period, the Adviser intends to invest in a broad spectrum of Investment Funds, determined by a diverse selection of strategies, Investment Fund Managers, geographies, and vintage years. The Adviser’s manager selection process seeks to pick high-quality Investment Fund Managers from a broad range of opportunities by incorporating both a top-down and a bottom-up approach. The top-down process seeks to analyze whether each Investment Fund Manager fits within the overall target strategy allocations for the Master Fund, while the bottom-up process seeks to identify the relevant strengths and weaknesses of each Investment Fund Manager and identify the Investment Fund Managers with the greatest potential to deliver superior performance within a given market. The Adviser will select Investment Funds on the basis of strategy, availability, pricing (in the case of secondaries and co-investments), and various qualitative and quantitative criteria, including its analysis of actual and projected cash flows and past performance of an Investment Fund Manager during various time periods and market cycles; and an Investment Fund Manager’s reputation, experience, expertise, and adherence to its investment philosophy. Opportunities are sourced through a network of relationships with intermediaries, agents, and investors, and then individually evaluated by the Adviser’s and its affiliates’ investment professionals using its selection process. See “Investment Program—Due Diligence” below.

Secondaries With respect to investments in secondaries, the Adviser’s approach to the market is driven by a strategic approach to asset allocation, value investing, and a focus on asset quality. The Adviser seeks to implement a proactive approach to asset allocation, deciding on strategic goals and reviewing the portfolio’s development on an on-going basis. This approach enables the Adviser to construct portfolios it believes are appropriately diverse and reflect the Adviser’s assessment of sector and valuation themes. The Adviser seeks opportunities to invest in portfolios of assets at a discount to their intrinsic worth, with an emphasis on finding relative value across markets. Opportunities are assessed by reference to cyclically adjusted measures of value on a sector basis, incorporating earnings multiples, dividend ratios, and book value measures, as appropriate. These valuation metrics are used to help support the Adviser’s philosophy of focusing on and prioritizing entry value, and helping to identify and favor those assets that the Adviser believes are the most attractively priced secondary transaction opportunities available in the market for the Master Fund at a particular point in time. A key consideration informing the Adviser’s secondary investment strategy is manager and asset quality. In sourcing opportunities, the Adviser focuses on funds from historically high-performing management groups, with a close alignment of the Investment Fund Manager’s incentives with those of investors, and on developing a diverse portfolio of quality underlying assets with the characteristics to provide upside potential as well as resilience in downside scenarios.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Co-Investments The Adviser seeks to identify co-investment opportunities for the Master Fund from a select group of Investment Fund Managers with which the Adviser generally has long-standing relationships. Co-investments are managed by primary fund managers that are screened, analyzed, and monitored by the Adviser. The Adviser focuses on Investment Fund Managers with strong sector expertise and resulting operational capabilities that are well positioned to source, operationally improve, and exit companies successfully. This framework of manager selection within the Adviser’s investment programs, and the Adviser’s evaluation of current market conditions, determines the amount, quality, and type of co-investments the Adviser is likely to originate.

Due Diligence The Adviser and its personnel use a range of resources to identify and source the availability of promising Investment Funds and co-investment opportunities. The Adviser’s diligence process focuses on risk management and investment and operational diligence. The Adviser will select investment strategies and Investment Funds on the basis of availability, pricing in the case of secondaries and various qualitative and quantitative criteria, including the Adviser’s analysis of actual and projected cash flows and past performance of an Investment Fund Manager during various time periods and market cycles; and the Investment Fund Managers’ reputation, experience, expertise, and adherence to investment philosophy. After making an investment in an Investment Fund, and as part of its ongoing diligence process, the Adviser will seek to: track operating information and other pertinent details; participate in periodic conference calls with Investment Fund Managers and onsite visits where appropriate; review audited and unaudited reports; and monitor turnover in senior Investment Fund personnel and changes in policies. In conjunction with the due diligence process, the tax treatment and legal terms of the investment are considered.

The Adviser and its personnel use a range of sources to identify, evaluate, select, and monitor investments for the Master Fund. The Adviser’s investment professionals are involved throughout the process, and draw on the significant resources and insights available through its relationships with Investment Fund Managers. The Adviser’s investment committees are responsible for portfolio allocation and final investment decisions.

The Adviser typically identifies prospective investments from multiple sources, including a network of intermediaries, agents, and investors. The Adviser seeks to maximize the number of available investment opportunities through active research of the market, industry relationships, meetings with managers before they become investable, and knowledge acquired throughout the primary, secondary, and co-investment teams.

Investment opportunities are typically subjected to initial screening. For primary investments, the initial screening is based on initial quantitative research and an introductory meeting with Investment Fund Managers. For secondary investments, deals are screened for other pertinent information, such as vendor motivations and objectives of the vendor, transaction details, and nature of the sale (proprietary or otherwise). For co-investments, the screening process is two-fold, taking account of both the Investment Fund Manager’s credentials and the investment opportunity in the target portfolio company. The initial screening process for primary and secondary investment opportunities also incorporates the results of both bottom-up and top-down analyses. The Adviser’s bottom-up investment process seeks to identify the Investment Fund Managers with the greatest potential to deliver superior performance within a given market and includes set of investment criteria designed to assess the likelihood of a manager generating superior returns in the future. Top-down analysis seeks to identify themes relevant to portfolio construction, such as key sectors, stages, and strategies, and includes consideration of macroeconomic outlook; strength of financial markets, in particular the strength and depth of the IPO and debt markets; merger and acquisitions activity; regulatory and political environment and deal flow in the underlying private equity market and market of potential private equity targets.

During its due diligence process for primary investments, the Adviser expects to hold a series of onsite meetings with prospective Investment Fund Managers during which qualitative and quantitative evaluation processes may be applied. The Adviser may also hold discussions with underlying portfolio companies of the target Investment Fund or any predecessor fund. The Adviser typically reviews offering documents, performs a systematic analysis of an Investment Fund Manager’s track record using proprietary due diligence models, and considers terms of the investment.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents During its due diligence process for secondary investments, the Adviser conducts an evaluation of individual companies within the portfolio of the target Investment Funds and seeks to understand key terms, cash flows, valuations, performance, large portfolio company developments, availability of discounts, and historical performance of prior funds, if any. The Adviser also considers the tax issues and legal terms of the investment.

During its due diligence process for co-investments, the Adviser engages in a combination of qualitative and quantitative analysis, assessing the merits and risks of an investment opportunity as well as the capability and experience of the Investment Fund Manager. The Adviser will engage with the lead private equity firm to assess the risks of the business, the value creation thesis, financial performance, and market position. The Adviser typically will meet with management of the target operating company, review due diligence reports prepared on the target operating company, analyze the capital structure and the valuation of the target operating company, conduct financial modeling under various investment cases, and consider the exit strategies for the target company and the terms of the proposed investment.

While the summary above provides an overall framework of diligence processes anticipated to be used by the Adviser, it is not intended to be prescriptive or restrictive to the Adviser’s investment work, as flexibility of approach is required. In particular, it should be noted that due diligence is necessarily and deliberately tailored to each investment and may differ across regions and in different situations, based on the experience and judgment of the investment professionals concerned.

After making an investment, and as part of its ongoing monitoring process, the Adviser will seek to (i) track operating information and other information regarding the investment; (ii) participate in periodic conference calls with Investment Fund Managers and conduct onsite visits where appropriate; (iii) review audited and unaudited reports relating to the investment; and (iv) monitor turnover in senior Investment Fund Manager personnel and changes in investment and operational policies and guidelines. In performing some of its due diligence activities, the Adviser will be required to rely on the Investment Fund Managers. No assurance can be given that all performance and other data sought by the Adviser will be accurate or will be provided on a timely basis or in the manner requested.

The Adviser uses its private equity investment experience through various economic cycles and in different regional markets to inform its diversification strategies, thematic investment strategies, and due diligence process, and to seek to produce attractive risk- adjusted returns. The Adviser utilizes its due diligence and monitoring processes in assessing the past performance and future potential of investments.

Portfolio Construction The Adviser manages the Master Fund’s portfolio with a view towards managing liquidity and maintaining a high investment level and maximizing capital appreciation. Accordingly, the Adviser may make investments and commitments based, in part, on anticipated future distributions from investments. The Adviser also takes other anticipated cash flows into account, such as those relating to new subscriptions, the tender of Units by Investors and any distributions made to Investors.

The Adviser intends to use a range of techniques to reduce the risk associated with the Master Fund’s investment strategy. From time to time, these techniques may include, without limitation: (i) diversifying commitments across several geographies and vintage years; (ii) allocating capital among primary investments, secondary investments, and co-investment opportunities; (iii) actively managing cash and liquid assets; (iv) actively monitoring cash flows; (v) seeking to establish a credit line to provide liquidity to satisfy tender requests and capital call obligations, consistent with the limitations and requirements of the 1940 Act; (vi) seeking to invest in ETFs, cash, and short-term securities to provide liquidity to satisfy tender requests and capital calls, consistent with the limitations and requirements of the 1940 Act; and (vii) seeking the use of derivative instruments, primarily equity options and swaps, for hedging purposes to help protect the value of its ETF investments.

The Master Fund expects that a portion of its holdings will consist of liquid assets for purposes of liquidity management. To enhance the Fund’s liquidity, particularly in times of possible net outflows through the tender of Units by investors, the Adviser may sell certain of the Master Fund’s assets.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents After the initial investment period, the Adviser will seek to allocate Master Fund assets among the Investment Funds that, in its view, represent attractive investment opportunities. Allocation depends on the Adviser’s assessment of the potential risks and returns of various investment strategies that the Investment Funds utilize as well as expected cash flows of such strategies. The Adviser generally seeks to invest the Master Fund’s assets in Investment Funds whose expected risk-adjusted returns are deemed attractive.

The Fund and the Master Fund are both “non-diversified” funds under the 1940 Act. See “Types of Investments and Related Risk Factors—Non-Diversified Status.” The Adviser believes, however, that the Master Fund should generally maintain a portfolio of Investment Funds varied by underlying investment strategies, vintage year, geography, and financing stage to diminish the impact on the Fund of any one Investment Fund’s losses or poor returns. There is no guarantee that the Master Fund will be able to avoid substantial losses as a result of poor returns with regards to any Investment Funds.

The Adviser will seek to limit the Master Fund’s investment in any one Investment Fund or co-investment to no more than 25% of the Master Fund’s gross assets (measured at the time of investment). Where only voting securities may be available for purchase by the Master Fund, the Master Fund may seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.

The Investment Funds generally are not subject to the Master Fund’s or the Fund’s investment restrictions and are generally subject to few investment limitations, including investment limitations under the 1940 Act or the Code. While the 1940 Act applies to the Master Fund and the Fund, the Investment Funds are not subject to the 1940 Act.

There can be no assurance that the Fund’s or the Master Fund’s investment program will be successful, that the objectives of the Fund or the Master Fund with respect to liquidity management will be achieved or that the Master Fund’s portfolio design and risk management strategies will be successful. Prospective Investors should refer to the discussion of the risks associated with the investment strategy and structure of the Fund found under “Types of Investments and Related Risk Factors.”

TYPES OF INVESTMENTS AND RELATED RISK FACTORS

General Risks Investing in the Fund involves risks, including those associated with investments made by the Investment Funds in which the Master Fund invests. References in this section to the “Master Fund” also include the Subsidiary, which shares the same risks as the Master Fund.

Investment Risk. All investments risk the loss of capital. The value of the Fund’s total net assets should be expected to fluctuate. To the extent that the Fund’s portfolio (which, for this purpose, means the aggregate investments held by the Master Fund) is concentrated in securities of a single issuer or issuers in a single sector, the risk of any investment decision is increased. An Investment Fund’s use of leverage is likely to cause the Fund’s average net assets to appreciate or depreciate at a greater rate than if leverage were not used.

An investment in the Fund involves a high degree of risk, including the risk that the Investor’s entire investment may be lost. No assurance can be given that the Master Fund’s and Fund’s investment objective will be achieved. The Fund’s performance depends upon the Adviser’s selection of Investment Funds, the allocation of offering proceeds thereto and the performance of the Investment Funds. The Investment Funds’ investment activities involve the risks associated with private equity investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Master Fund, the Fund or the Investment

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Funds. Although the Adviser will attempt to moderate these risks, no assurance can be given that (i) the Investment Funds’ investment programs, investment strategies and investment decisions will be successful; (ii) the Investment Funds will achieve their return expectations; (iii) the Investment Funds will achieve any return of capital invested; (iv) the Fund’s or the Master Fund’s investment activities will be successful; or (v) Investors will not suffer losses from an investment in the Fund.

All investments made by the Investment Funds risk the loss of capital. The Investment Funds’ results may vary substantially over time.

Limited Operating History. The Fund and the Master Fund are non-diversified, closed-end management investment companies with limited performance history that Investors can use to evaluate the Fund’s investment performance. The operating expenses for funds with limited performance histories, including start-up costs, which may be significant, may be higher than the expenses of established funds. In addition, Investment Funds may, in some cases, be newly organized with limited operating histories upon which to evaluate their performance.

Investment Discretion; Dependence on the Adviser. The Adviser has complete discretion to select the Investments Funds as opportunities arise. The Fund, and, accordingly, Investors, must rely upon the ability of the Adviser to identify and implement investments for the Master Fund (“Master Fund Investments”) consistent with the Fund’s investment objective and consistent with prospectus disclosure. Investors will not receive or otherwise be privy to due diligence or risk information prepared by or for the Adviser in respect of the Master Fund Investments. Through the Fund’s interest in the Master Fund, the Fund’s assets are indirectly invested in the Master Fund Investments. The Adviser has the authority and responsibility for portfolio construction, the selection of Master Fund Investments and all other investment decisions for the Master Fund. The success of the Fund depends upon the ability of the Adviser to develop and implement investment strategies that achieve the investment objective of the Fund and the Master Fund. Investors will have no right or power to participate in the management or control of the Fund, the Master Fund or the Master Fund Investments, or the terms of any such investments. There can be no assurance that the Adviser will be able to select or implement successful strategies or achieve their respective investment objectives. The Fund is organized to provide Investors access to a multi- strategy investment program and not an indirect way for Investors to gain access to any particular Investment Fund.

Master-Feeder Structure. The Fund and the Master Fund are part of a “master-feeder” structure. The Master Fund may accept investments from other investors, including other investment vehicles that are managed or sponsored by the Adviser or the Sponsor, or an affiliate thereof, which may or may not be registered under the 1940 Act and which may be established in jurisdictions outside of the U.S. Because each feeder fund may be subject to different investment minimums, feeder-specific expenses, and other terms, one feeder fund may offer access to the Master Fund on more attractive terms, or could experience better performance, than the Fund.

An affiliated entity of the Sponsor has made an initial seed capital contribution to the Master Fund. Such contribution will not be subject to any lock-up and may be redeemed through repurchases by the Master Fund. Because the Fund incurs expenses that may not be incurred by other investors investing directly or indirectly in the Master Fund, such investors may experience better performance than Investors in the Fund. Such other investors in the Master Fund may include other registered investment companies, the seed investor and other select investors. Substantial repurchase requests by investors of the Master Fund in a concentrated period of time could require the Master Fund to raise cash by liquidating certain of its investments more rapidly than might otherwise be desirable. This may limit the ability of the Adviser to successfully implement the investment program of the Master Fund and could have a material adverse impact on the Fund. Moreover, regardless of the time period over which substantial repurchase requests are fulfilled, the resulting reduction in the Master Fund’s asset base could make it more difficult for the Master Fund to generate profits or recover losses. Investors will not receive notification of such repurchase requests and, therefore, may not have the opportunity to redeem their Units prior to or at the same time as the investors of the Master Fund that are requesting to have their Master Fund Interests repurchased. If other investors in the Master Fund, including the seed investor and other investment vehicles that are managed or sponsored by the Adviser or Sponsor or an affiliate thereof, request to have their Master Fund Interests repurchased, this may reduce the amount of the Fund’s Master Fund Interests that may be repurchased by the Master Fund and, therefore, the amount of Units that may be repurchased by the Fund. See “Repurchases of Units and Transfers.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Limitations on Transfer; Units Not Listed; No Market for Units. The transferability of Units is subject to certain restrictions contained in the limited liability company agreement of the Fund, a copy of which is attached as Appendix A to this prospectus (the “LLC Agreement”). Units are not traded on any securities exchange or other market. No secondary market currently exists for Units. Although the Adviser and the Fund expect (except as otherwise set forth below) to recommend to the Board that the Fund offer to repurchase 5% of the Units on a quarterly basis, no assurances can be given that the Fund will do so and any particular recommendation may exceed such percentage. Consequently, Units should only be acquired by Investors able to commit their funds for an indefinite period of time.

Closed-End Fund; Liquidity Risks. The Fund is a non-diversified, closed-end management investment company designed primarily for long-term investors and is not intended to be a trading vehicle. An Investor should not invest in the Fund if the Investor needs a liquid investment. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that investors in a closed-end fund do not have the right to redeem their units on a daily basis at a price based on net asset value. Units in the Fund are not traded on any securities exchange or other market and are subject to substantial restrictions on transfer. Although the Fund may offer to repurchase Units from time to time, an Investor may not be able to tender its Units in the Fund for a substantial period of time.

Repurchase Risks. To provide liquidity to Investors, the Fund may, from time to time, offer to repurchase Units pursuant to written tenders by Investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. The Fund will conduct repurchase offers on a schedule and in amounts that will depend on the Master Fund’s repurchase offers. With respect to any future repurchase offer, Investors tendering Units for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer, which will generally be approximately 75 days prior to the date that the Units to be repurchased are valued by the Fund (the “Valuation Date”). Investors that elect to tender any Units for repurchase will not know the price at which such Units will be repurchased until the Fund’s net asset value as of the Valuation Date is able to be determined. The Fund will only provide offers to repurchase concurrent with the Master Fund.

A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from an Investor at any time prior to the day immediately preceding the one-year anniversary of the Investor’s purchase of Units. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining Investors. Units tendered for repurchase will be treated as having been repurchased on a “first in-first out” basis. An early repurchase fee payable by an Investor may be waived by the Fund in circumstances where the Board determines that doing so is in the best interests of the Fund.

The Master Fund may be limited in its ability to liquidate its holdings in Investment Funds to meet repurchase requests. Repurchase offers principally will be funded by cash and cash equivalents, as well as by the sale of certain liquid securities. Accordingly, the Fund may tender fewer Units than Investors may wish to sell, resulting in the proration of Investor repurchases, or the Fund may need to suspend or postpone repurchase offers if it is required to dispose of interests in Investment Funds and is not able to do so in a timely manner. See “Repurchases of Units and Transfers.”

Substantial requests for the Fund to repurchase Units could require the Master Fund to liquidate certain of its investments more rapidly than otherwise desirable for the purpose of raising cash to fund the repurchases and could cause the Adviser to sell investments at different times than similar investments are sold by other investment vehicles advised by the Adviser. This could have a material adverse effect on the value of the Units and the performance of the Fund and the Master Fund. In addition, substantial repurchases of Units may decrease the Fund’s total assets and accordingly may increase its expenses as a percentage of average net assets. If a repurchase offer is oversubscribed by Investors who tender Units, the Fund may extend the repurchase offer, repurchase a pro rata portion of the Units tendered, or take any other action permitted by applicable law. Under unusual market conditions, the Adviser and the Sponsor anticipate that they may not recommend to the Board that the Fund conduct a repurchase offer in any particular quarter if the Fund’s repurchase offers in the two immediately preceding quarters were oversubscribed by a substantial amount in the opinion of the Adviser and the Sponsor. If a repurchase offer is oversubscribed, or if the Fund does not conduct a repurchase offer in any particular quarter, investors will have to wait until the next repurchase offer to make another repurchase request. As a result, investors may be unable to liquidate all or a given percentage of their investment in the Fund during a particular quarter.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Distributions In-Kind. The Fund generally expects to distribute to the holder of Units that are repurchased cash or a debt obligation, which may or may not be certificated, and which would entitle such holder to the payment of cash in satisfaction of such repurchase. See “Repurchases of Units and Transfers.” However, there can be no assurance that the Fund will have sufficient cash to pay for Units that are being repurchased or that it will be able to liquidate investments at favorable prices to pay for repurchased Units. The Fund has the right to distribute securities as payment for repurchased Units in unusual circumstances, including if making a cash payment would result in a material adverse effect on the Fund. For example, it is possible that the Master Fund may receive securities from an Investment Fund that are illiquid or difficult to value. In such circumstances, the Adviser would seek to dispose of these securities in a manner that is in the best interests of the Master Fund, which may include a distribution in-kind to the Master Fund’s investors followed, in turn, by a distribution in-kind to the Fund’s Investors. In the event that the Fund makes a distribution of such securities, Investors will bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.

Exchange-Traded Funds. To maintain liquidity and to fund Investment Fund capital calls, the Master Fund will invest in ETFs designed to track equity indexes. ETFs are hybrid investment companies that are registered as open-end investment companies or unit investment trusts (“UITs”) but possess some of the characteristics of closed-end funds. ETFs in which the Master Fund may invest typically hold a portfolio of common stocks that is intended to track the price and dividend performance of a particular equity index.

The risks of investment in an ETF typically reflect the risks of the types of instruments in which the ETF invests. When the Master Fund invests in ETFs, Investors of the Fund bear indirectly their proportionate share of their fees and expenses, as well as their share of the Fund’s fees and expenses. As a result, an investment by the Master Fund in an ETF could cause the Fund’s operating expenses (taking into account indirect expenses such as the fees and expenses of the ETF) to be higher and, in turn, performance to be lower than if it were to invest directly in the instruments underlying the investment company or ETF. The trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted.

The risks of ETFs designed to track equity indexes may include passive strategy risk (the ETF may hold constituent securities of an index regardless of the current or projected performance of a specific security or a particular industry, market sector, country, or currency, which could cause returns to be lower or higher than if an active strategy were used), non-correlation risk (the ETF’s return may not match the returns of the relevant index), equity securities risk (the value of equity securities will rise and fall in response to the activities of the company that issued them, general market conditions, and/or economic conditions), market trading risks (the ETF faces market trading risks, including losses from trading in secondary markets and disruption in the creation/redemption process of the ETF), and concentration risk (to the extent the ETF or underlying index’s portfolio is concentrated in the securities of a particular geography or market segment, the ETF may be adversely affected by the performance of that market, may be subject to increased price volatility, and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market). The market value of ETF shares may differ from their net asset value per share. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the value of the underlying investments that the ETF holds. There may be times when an ETF share trades at a premium or discount to its net asset value.

The provisions of the 1940 Act may impose certain limitations on the Master Fund’s investments in other investment companies, including ETFs. In particular, the 1940 Act, subject to certain exceptions, generally limits a fund’s investments in ETFs to no more than (i) 3% of the total outstanding voting stock of any one ETF, (ii) 5% of the fund’s total assets with respect to any one ETF, and (iii) 10% of the fund’s total assets with respect to ETFs or other investment companies in the aggregate. Notwithstanding the foregoing, the Master Fund may be able to rely on an exemption from some or all of these limitations in accordance with generally available limited exemptions under the 1940 Act or if (i) the ETF in which the Master Fund would like to invest has received an order for exemptive relief from such limitations from the SEC that is applicable to the Master Fund; and (ii) the ETF and the Master Fund take appropriate steps to comply with any terms and conditions in such order. The Master Fund may seek to invest in ETFs that have received an exemptive order from the SEC permitting investment by other funds in the ETFs in excess of the limitations described above, provided that the Master Fund enters into and complies with the terms and conditions of an agreement with each ETF, and the Master Fund complies with the ETF’s exemptive order.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Master Fund’s or the Fund’s purchase of shares of ETFs may result in the payment by a shareholder of duplicative management fees. Pantheon Ventures (US) LP, the Master Fund’s and the Fund’s investment adviser (the “Adviser”), will consider such fees in determining whether to invest in other mutual funds. The return on the Master Fund’s and the Fund’s investments in investment companies will be reduced by the operating expenses, including investment advisory and administrative fees, of such companies.

Wholly-Owned Subsidiary Risk. By investing in the Subsidiary, the Master Fund is indirectly exposed to the risks associated with the Subsidiary’s investments, which are the same risks associated with the Master Fund’s investments. The Subsidiary is not registered under the 1940 Act, but the Subsidiary will comply with certain sections of the 1940 Act (e.g., it will enter into an investment management agreement with the Adviser that contains the provisions required by Section 15(a) of the 1940 Act (including the requirement of annual renewal), will have an eligible custodian or otherwise meet the criteria of Section 17(f) of the 1940 Act, and, together with the Master Fund on a consolidated basis, will comply with the provisions of Section 8 of the 1940 Act relating to fundamental investment policies, Section 17 relating to affiliated transactions and fidelity bond requirements, Section 18 relating to capital structure and leverage, and Section 31 regarding books and records) and be subject to the same policies and restrictions as the Master Fund. The Master Fund wholly owns and controls the Subsidiary, which, like the Master Fund, is managed by the Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Master Fund and its members. In managing the Subsidiary’s investment portfolio, the Adviser will manage the Subsidiary’s portfolio in accordance with the Master Fund’s investment policies and restrictions. There can be no assurance that the Subsidiary’s investment objective will be achieved. Changes in the laws of the United States and/or the State of Delaware, under which the Master Fund and the Subsidiary, respectively, are organized, could result in the inability of the Master Fund and/or the Subsidiary to operate as described in this prospectus and the Fund’s SAI and could adversely affect the Fund and its members.

Borrowing. The Fund and the Master Fund may borrow money in connection with their investment activities—i.e., the Fund and the Master Fund may utilize leverage. The Fund and the Master Fund may also borrow money to satisfy repurchase requests from Fund Investors, to pay operating expenses, to fund capital commitments to Investment Funds, and to otherwise provide temporary liquidity. The Master Fund may borrow money through a credit facility to manage timing issues in connection with the acquisition of its investments, such as providing the Master Fund with temporary liquidity to fund investments in Investment Funds in advance of the Master Fund’s receipt of distributions from another Investment Fund. The Fund and the Master Fund may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender may terminate or not renew any credit facility. If the Master Fund is unable to access additional credit, it may be forced to sell investments in Investment Funds at inopportune times, which may further depress returns. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the indebtedness is incurred. This means that the value of the Master Fund’s or Fund’s total indebtedness may not exceed one-third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness.

The Fund or the Master Fund may be required to pay commitment fees and other costs of borrowings under the terms of a credit facility. Moreover, interest on borrowings will be an expense of the Fund. With the use of borrowings, there is a risk that the interest rates paid by the Fund or the Master Fund on the amount it borrows will be higher than the return on the Fund’s investments. Such additional costs and expenses may affect the operating results of the Fund. If the Fund or the Master Fund cannot generate sufficient cash flow from investments, they may need to refinance all or a portion of indebtedness on or before maturity. Additionally, uncertainty in the debt and equity markets may negatively impact the Fund’s or the Master Fund’s ability to access financing on favorable terms or at all. The inability to obtain additional financing could have a material adverse effect on the Fund’s operations and on its ability to meet its debt obligations. If it is unable to refinance any of its indebtedness on commercially reasonable terms or at all, the Fund’s returns may be harmed.

Hedging. Subject to the limitations and restrictions of the 1940 Act, the Master Fund may use derivative transactions, primarily equity options and swaps (and, to a lesser extent, futures and forwards contracts) for hedging purposes. Options and swaps transactions present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty, and illiquidity. Use of options and swaps transactions for hedging purposes by the Master Fund could present significant risks, including the risk of losses in excess of the amounts invested.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Options. There are various risks associated with transactions in options. The value of options written by the Master Fund will be affected by many factors, including changes in the value of underlying securities or indices, changes in the dividend rates of underlying securities (or in the case of indices, the securities comprising such indices), changes in interest rates, changes in the actual or perceived volatility of the stock market and underlying securities, and the remaining time to an option’s expiration. The Master Fund’s ability to use options as part of its investment program depends on the liquidity of the markets in those instruments. There can be no assurance that a liquid market will exist when the Master Fund seeks to close out an option position. If no liquid offset market exists, the Master Fund might not be able to effect an offsetting transaction in a particular option. To realize any profit in the case of an option, therefore, the option holder would need to exercise the option and comply with margin requirements for the underlying instrument. If the Master Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. As the writer of a call option on a portfolio security, during the option’s life, the Master Fund foregoes the opportunity to profit from increases in the market value of the security underlying the call option above the sum of the premium and the strike price of the call, but retains the risk of loss (net of premiums received) should the price of the underlying security decline. Similarly, as the writer of a call option on a securities index, the Master Fund foregoes the opportunity to profit from increases in the index over the strike price of the option, though it retains the risk of loss (net of premiums received) should the price of the index decline. If the Master Fund writes a call option and does not hold the underlying security or instrument, the amount of the Investment Fund’s potential loss is theoretically unlimited. Stock or index options that may be purchased or sold by the Master Fund may include options not traded on a securities exchange. The risk of nonperformance by the obligor on such an option may be greater and the ease with which the Master Fund can dispose of or enter into closing transactions with respect to such an option may be less than in the case of an exchange-traded option.

Swap Agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specified assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular non-U.S. currency, or in a “basket” of securities representing a particular index. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary securities transactions. The Master Fund’s use of swaps could create significant investment leverage.

Futures and Forwards. Futures contracts markets are highly volatile and are influenced by a variety of factors, including national and international political and economic developments. In addition, because of the low margin deposits normally required in futures trading, a high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses. Positions in futures contracts may be closed out only on the exchange on which they were entered into or through a linked exchange, and no secondary market exists for such contracts. Certain futures exchanges do not permit trading in particular futures contracts at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits, the Master Fund could be prevented from promptly liquidating unfavorable positions and thus be subjected to substantial losses. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the futures contracts and the underlying investment sought to be hedged may prevent the Master Fund from achieving the intended hedging effect or expose the Master Fund to the risk of loss.

Forward contracts, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market traded by the Master Fund due to unusually high trading volume, political intervention, or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which the Master Fund would otherwise recommend, to the possible detriment of the Master Fund. Market illiquidity or disruption could result in major losses to the Master Fund. In addition, the Master Fund may be exposed to credit risks with regard to counterparties with whom the Master Fund trade as well as risks relating to settlement default. Such risks could result in substantial losses to the Master Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Legal and Regulatory Risks. Recent legal and regulatory changes, and additional legal and regulatory changes that could occur during the term of the Fund and the Master Fund, may substantially affect private equity funds and such changes may adversely impact the performance of the Fund and the Master Fund. The regulation of the U.S. and non-U.S. securities and futures markets and investment funds has undergone substantial change in recent years and such change may continue. Greater regulatory scrutiny may increase the Fund’s, the Master Fund’s and the Adviser’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the Fund, the Master Fund and the Adviser, including, without limitation, responding to examinations or investigations and implementing new policies and procedures.

With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), there have been extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage, and the financial industry as a whole. The Dodd-Frank Act, among other things, grants regulatory authorities broad rulemaking authority to implement various provisions of the Act. The impact of the Dodd-Frank Act, and of follow-on regulation, is impossible to predict. There can be no assurance that future regulatory actions authorized by the Dodd-Frank Act will not have a material adverse effect on the Fund, the Master Fund, and the Investment Funds, significantly reduce the profitability of the Fund or the Master Fund, or impair the ability of the Fund, the Master Fund, and the Investment Funds to achieve their investment objectives. The implementation of the Dodd-Frank Act also could adversely affect the Fund and the Master Fund by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Fund’s, the Master Fund’s and the Adviser’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the Fund, the Master Fund and the Adviser, including, without limitation, responding to examinations or investigations and implementing new policies and procedures.

Substantial Fees and Expenses. An Investor in the Fund meeting the eligibility conditions imposed by the Investment Funds, including minimum initial investment requirements that may be substantially higher than those imposed by the Fund, could invest directly in the Investment Funds. In addition, by investing in the Investment Funds through the Fund, an Investor in the Fund will bear a portion of the management fee and other expenses of the Fund and the Master Fund. An Investor in the Fund will also indirectly bear a portion of the asset-based fees, incentive allocations, carried interests or fees and operating expenses borne by the Master Fund as an investor in the Investment Funds. In addition, to the extent that the Master Fund invests in an Investment Fund that is itself a “fund of funds,” the Fund will bear a third layer of fees. Each Investment Fund Manager receives any incentive-based allocations to which it is entitled irrespective of the performance of the other Investment Funds and the Fund generally. As a result, an Investment Fund with positive performance may receive compensation from the Master Fund, even if the Master Fund’s overall returns are negative. The operating expenses of an Investment Fund may include, but are not limited to, organizational and offering expenses; the cost of investments; administrative, legal and internal and external accounting fees; and extraordinary or non-recurring expenses (such as litigation or indemnification expenses). It is difficult to predict the future expenses of the Fund.

Investments in Non-Voting Stock; Inability to Vote. The Master Fund may hold its interests in the Investment Funds in non-voting form in order to avoid becoming (i) an “affiliated person” of any Investment Fund within the meaning of the 1940 Act and (ii) subject to the 1940 Act limitations and prohibitions on transactions with affiliated persons. Where only voting securities are available for purchase, the Master Fund may seek to create by contract the same result as owning a non-voting security by agreeing to relinquish the right to vote in respect of its investment. The Master Fund may irrevocably waive its rights (if any) to vote its interest in an Investment Fund. The Fund will not receive any consideration in return for entering into a voting waiver arrangement. To the extent that the Master Fund contractually foregoes the right to vote Investment Fund securities, the Master Fund will not be able to vote on matters that may be adverse to the Master Fund’s and the Fund’s interests. As a result, the Master Fund’s influence on an Investment Fund could be diminished, which may consequently adversely affect the Fund and its Investors. Any such waiver arrangement should benefit the Master Fund, as it will enable the Master Fund to acquire more interests of an Investment Fund that the Adviser believes is desirable than the Fund would be able to if it were deemed to be an “affiliate” of the Investment Fund within the meaning of the 1940 Act.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Non-Diversified Status. Each of the Fund and the Master Fund is a “non-diversified” investment company for purposes of the 1940 Act, which means neither is subject to percentage limitations under the 1940 Act on assets that may be invested in the securities of any one issuer. As a result, the Fund’s net asset value may be subject to greater volatility than that of an investment company that is subject to diversification limitations. The Master Fund will not, however, invest more than 25% of its gross assets (measured at the time of investment) in any one Investment Fund.

Dilution from Subsequent Offering of Units and Master Fund Interests. The Fund may accept additional subscriptions for Units as determined by the Board, in its sole discretion. Additional purchases will dilute the indirect interests of existing Investors in the Investment Funds prior to such purchases, which could have an adverse impact on the existing Investors’ interests in the Fund if subsequent Investment Funds underperform the prior investments in the Investment Funds. In addition, the Master Fund generally accepts additional investments in Master Fund Interests as determined by the Master Fund Board, in its sole discretion. Such additional investments in the Master Fund may dilute the indirect interests of existing investors of the Master Fund, including the Fund, in the Investment Funds made prior to such purchases, which could have an adverse impact on the Master Fund Interests of the existing investors of the Master Fund, including the Fund, if subsequent Investment Funds underperform the prior investments in the Investment Funds.

Valuations Subject to Adjustment. The valuations reported by the Investment Funds based upon which the Master Fund determines its month-end net asset value, the net asset value the Master Fund, and the net asset value of the Fund’s Master Fund Interest, may be subject to later adjustment or revision. For example, net asset value calculations may be revised as a result of fiscal year-end audits. Other adjustments may occur from time to time. Because such adjustments or revisions, whether increasing or decreasing the net asset value of the Master Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Investors who had their Units repurchased prior to such adjustments and received their repurchase proceeds, subject to the ability of the Fund to adjust or recoup the repurchase proceeds received by Investors under certain circumstances as described in “Repurchases of Units and Transfers.” As a result, to the extent that such subsequently adjusted valuations from the Investment Funds, direct private equity investments, the Master Fund, or the Fund adversely affect the Master Fund’s net asset value, and therefore the Fund’s net asset value, the outstanding Units may be adversely affected by prior repurchases to the benefit of Investors who had their Units repurchased at a net asset value higher than the adjusted amount. Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Units and to the detriment of Investors who previously had their Units repurchased at a net asset value lower than the adjusted amount. The same principles apply to the purchase of Units. New Investors may be affected in a similar way.

Reporting Requirements. Investors who beneficially own Units that constitute more than 5% or 10% of a Class of the Fund’s Units may be subject to certain requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. These include requirements to file certain reports with the SEC. The Fund has no obligation to file such reports on behalf of such Investors or to notify Investors that such reports are required to be made. Investors who may be subject to such requirements should consult with their legal advisors.

Limited Operating History of Master Fund Investments. Many of the Investment Funds may have limited operating histories and the information the Master Fund will obtain about such investments may be limited. As such, the ability of the Adviser to evaluate past performance or to validate the investment strategies of such Investment Funds will be limited. Moreover, even to the extent an Investment Fund has a longer operating history, the past investment performance of any of the Master Fund Investments should not be construed as an indication of the future results of such investments, the Master Fund or the Fund, particularly as the investment professionals responsible for the performance of such Investment Funds may change over time. This risk is related to, and enhanced by, the risks created by the fact that the Adviser relies upon information provided to it by the Investment Fund that is not, and cannot be, independently verified.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Nature of Portfolio Companies. The Master Fund may make co-investments in, and the Investment Funds will make direct and indirect investments in, various companies, ventures, and businesses (“Portfolio Companies”), and it is anticipated that the Master Fund will directly invest the private equity portion of its portfolio primarily in Portfolio Companies and/or secondaries while the Master Fund seeks opportunities to deploy capital in any way consistent with its investment objectives and strategies. This may include Portfolio Companies in the early phases of development, which can be highly risky due to the lack of a significant operating history, fully developed product lines, experienced management, or a proven market for their products. The Master Fund Investments may also include Portfolio Companies that are in a state of distress or which have a poor record and which are undergoing restructuring or changes in management, and there can be no assurances that such restructuring or changes will be successful. The management of such Portfolio Companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such Portfolio Companies.

Co-Investment Vehicles. The Master Fund may invest indirectly in Portfolio Companies with third party co-investors by means of co-investment vehicles formed to facilitate such investments (“Co-Investment Vehicles”). It is anticipated that Co-Investment Vehicles will be formed and managed by third-party fund managers and that neither the Adviser nor the Fund or Master Fund will be able to exercise day to day control over the Co-Investment Vehicles. The realization of Portfolio Company investments made as co-investments may take longer than would the realization of investments under the sole control of the Adviser or the Fund or Master Fund because the co-investors may require an exit procedure requiring notification of the other co-investors and possibly giving the other co-investors a right of first refusal or a right to initiate a buy-sell procedure (i.e., one party specifying the terms upon which it is prepared to purchase the other party’s or parties’ participation in the investment and the non-initiating party or parties having the option of either buying the initiating party’s participation or selling its or their participation in the investment on the specified terms).

Co-Investment Vehicles may involve risks in connection with such third-party involvement, including the possibility that a third-party may have financial difficulties, resulting in a negative impact on such investment, or that the Fund or Master Fund may in certain circumstances be held liable for the actions of such third-party co-investor. Third-party co-investors may also have economic or business interests or goals which are inconsistent with those of the Fund or Master Fund, or may be in a position to take or block action in a manner contrary to the Fund’s or Master Fund’s investment objective. In circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to the Co-Investment Vehicles, including incentive compensation arrangements, and the interests of such third parties may not be aligned with the interests of the Fund or Master Fund.

With respect to Co-Investment Vehicles, the Fund and Master Fund will be highly dependent upon the capabilities of the private equity fund managers alongside whom the investment is made. The Fund or Master Fund may indirectly make binding commitments to Co-Investment Vehicles without an ability to participate in their management and control and with no or limited ability to transfer its interests in such Co-Investment Vehicles. In some cases, the Fund or Master Fund will be obligated to fund its entire investment for a Co-Investment Vehicle up front, and in other cases the Fund or Master Fund will make commitments to fund from time to time as called by the managers of the underlying Co-Investment Vehicles. Neither the Adviser nor the Fund or Master Fund will have control over the timing of capital calls or distributions received from Co-Investment Vehicles, or over investment decisions made by such Co-Investment Vehicles.

Through Co-Investment Vehicles and co-investments, the Fund and Master Fund also generally will not have control over any of the underlying Portfolio Companies and will not be able to direct the policies or management decisions of such Portfolio Companies. Thus, the returns to the Fund or Master Fund from any such investments will be dependent upon the performance of the particular Portfolio Company and its management and the Fund will not be able to direct the policies or management decisions of such Portfolio Companies.

Defaulted Debt Securities and Other Securities of Distressed Companies. The Investment Funds may invest in low grade or unrated debt securities (i.e., “high yield” or “junk” bonds) or investments in securities of distressed companies. Such investments involve substantial risks. For example, high yield bonds are regarded as being predominantly speculative as to the issuer’s ability to make payments of principal and interest. Issuers of high yield debt may be highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risks associated with acquiring the securities of such issuers generally are greater than is the case with higher rated securities. In addition, the risk of loss due to default by the issuer is significantly greater for the holders of high yield bonds because such securities may be unsecured and may be subordinated to other creditors of the

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents issuer. Similar risks apply to other private debt securities. Successful investing in distressed companies involves substantial time, effort and expertise, as compared to other types of investments. Information necessary to properly evaluate a distress situation may be difficult to obtain or be unavailable and the risks attendant to a restructuring or reorganization may not necessarily be identifiable or susceptible to considered analysis at the time of investment.

Private Equity Investments. Private equity is a common term for investments that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended to bring about some kind of change in a private business (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments. Investment in private equity involves the same types of risks associated with an investment in any operating company. However, securities issued by private partnerships tend to be more illiquid, and highly speculative. Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Depending on market conditions, however, the availability of such financing may be reduced dramatically, limiting the ability of private equity to obtain the required financing.

Venture Capital. An Investment Fund may invest in venture capital. Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may be at a later stage of development.

Mezzanine Investments. An Investment Fund may invest in mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. However, mezzanine loans rank senior to common and preferred equity in a borrower’s capital structure. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of warrants. Due to their higher risk profile and often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine loans also may include a “put” feature, which permits the holder to sell its equity interest back to the borrower at a price determined through an agreed- upon formula. Mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer.

Real Estate Investments. The Master Fund may be exposed to real estate risk through its allocation to real estate investments. The residential housing sector in the United States came under considerable pressure for a prolonged period beginning in 2007 and home prices nationwide were down significantly on average. In addition, the commercial real estate sector in the United States was under pressure with prices down significantly on average. Residential and commercial mortgage delinquencies and foreclosures increased over this time period, which led to widespread selling in the mortgage-related market and put downward pressure on the prices of many securities. Accordingly, the instability in the credit markets adversely affected, and could adversely affect in the future, the price at which real estate funds can sell real estate because purchasers may not be able to obtain financing on attractive terms or at all. These developments also adversely affected, and could adversely affect in the future, the broader economy, which in turn adversely affected, and could adversely affect in the future, the real estate markets. Such developments could, in turn, reduce returns from real estate funds or reduce the number of real estate funds brought to market during the investment period, thereby reducing the Master Fund’s investment opportunities.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Real estate funds are subject to risks associated with the ownership of real estate, including terrorist attacks, war or other acts that destroy real property (in addition to market risks, such as the events described above). Some real estate funds may invest in a limited number of properties, in a narrow geographic area, or in a single property type, which increases the risk that such real estate fund could be unfavorably affected by the poor performance of a single investment or investment type. These companies are also sensitive to factors such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand, and the management skill and creditworthiness of the issuer. Borrowers could default on or sell investments that a real estate fund holds, which could reduce the cash flow needed to make distributions to investors. In addition, real estate funds may also be affected by tax and regulatory requirements impacting the real estate fund’s ability to qualify for preferential tax treatments or exemptions.

Small- and Medium-Capitalization Companies. Some Investment Funds may invest a portion of their assets in Portfolio Companies with small- to medium-sized market capitalizations. While such investments may provide significant potential for appreciation, they may also involve higher risks than do investments in securities of larger companies. For example, the risk of bankruptcy or insolvency is higher than for larger, “blue-chip” companies.

Geographic Concentration Risks. An Investment Fund may concentrate its investments in specific geographic regions. This focus may constrain the liquidity and the number of Portfolio Companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the region of concentration.

Foreign Investments. Investment in foreign issuers or securities principally traded outside the United States may involve special risks due to foreign economic, political, and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation, nationalization or confiscatory taxation of assets, and possible difficulty in obtaining and enforcing judgments against foreign entities. The Fund, the Master Fund and/or an Investment Fund may be subject to foreign taxation on realized capital gains, dividends or interest payable on foreign securities, on transactions in those securities and on the repatriation of proceeds generated from those securities. Transaction-based charges are generally calculated as a percentage of the transaction amount and are paid upon the sale or transfer of portfolio securities subject to such taxes. Any taxes or other charges paid or incurred by the Fund, the Master Fund and/or an Investment Fund in respect of its foreign securities will reduce the Fund’s yield.

Issuers of foreign securities are subject to different, often less comprehensive, accounting, custody, reporting, and disclosure requirements than U.S. issuers. The securities of some foreign governments, companies, and securities markets are less liquid, and at times more volatile, than comparable U.S. securities and securities markets. Foreign brokerage commissions and related fees also are generally higher than in the United States. Investment Funds that invest in foreign securities also may be affected by different custody and/or settlement practices or delayed settlements in some foreign markets. The laws of some foreign countries may limit an Investment Fund’s ability to invest in securities of certain issuers located in those countries. Foreign countries may have reporting requirements with respect to the ownership of securities, and those reporting requirements may be subject to interpretation or change without prior notice to investors. No assurance can be given that the Investment Funds will satisfy applicable foreign reporting requirements at all times.

In addition, the tax laws of some foreign jurisdictions in which an Investment Fund may invest are unclear and interpretations of such laws can change over time. As a result, in order to comply with guidance related to the accounting and disclosure of uncertain tax positions under U.S. generally accepted accounting principles (“GAAP”), an Investment Fund may be required to accrue for book purposes certain foreign taxes in respect of its foreign securities or other foreign investments that it may or may not ultimately pay. Such tax accruals will reduce an Investment Fund’s net asset value at the time accrued, even though, in some cases, the Investment Fund ultimately will not pay the related tax liabilities. Conversely, an Investment Fund’s net asset value will be increased by any tax accruals that are ultimately reversed.

Emerging Markets. Some Investment Funds may invest in Portfolio Companies located in emerging industrialized or less developed countries. Risks particularly relevant to such emerging markets may include greater dependence on exports and the corresponding importance of international trade, higher risk of inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its support of economic reform programs or to impose restrictions, and less established laws and regulations regarding fiduciary duties of officers and directors and protection of investors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Sector Concentration. The 1940 Act requires the Fund to state the extent, if any, to which it concentrates investments in a particular industry or group of industries. While the 1940 Act does not define what constitutes “concentration” in an industry, the staff of the SEC takes the position that, in general, investments of more than 25% of a fund’s assets in an industry constitutes concentration. The Master Fund or an Investment Fund may concentrate its investments in specific industry sectors, which means each may invest more than 25% of its assets in a specific industry sector. This focus may constrain the liquidity and the number of Portfolio Companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the industry sectors of concentration.

Utilities and Energy Sectors. Energy companies may be significantly affected by outdated technology, short product cycles, falling prices and profits, market competition and risks associated with using hazardous materials. Energy companies may also be negatively affected by legislation that results in stricter government regulations and enforcement policies or specific expenditures. The Master Fund may invest a significant portion of its assets in private infrastructure fund investments and co-investments, which may include investments with a focus on the utilities and energy sectors, thereby exposing the Master Fund to risks associated with these sectors. Additionally, an Investment Fund may invest in Portfolio Companies in the utilities and energy sectors, exposing the Investment Fund, and thereby the Master Fund, to risks associated with these sectors. Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate changes will adversely affect such companies’ earnings and dividends when costs are rising.

Transportation Sector. Transportation infrastructure companies are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, the effects of economic slowdowns, adverse changes in fuel prices, labor relations, insurance costs, government regulations, political changes, and other factors. The Master Fund may invest a significant portion of its assets in private infrastructure fund investments and co-investments, which may include investments with a focus on the transportation sector, thereby exposing the Master Fund to risks associated with this sector. Additionally, an Investment Fund may invest in Portfolio Companies in the transportation sector, exposing the Investment Fund, and thereby the Master Fund, to risks associated with this sector.

Technology Sector. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated.

Financial Sector. Financial services companies are subject to extensive governmental regulation that may limit the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability of such companies is generally dependent on the availability and cost of capital, and can fluctuate as a result of increased competition or changing interest rates.

Natural Resources Sector. Investments in securities of natural resource companies involve risks. The market value of securities of natural resource companies may be affected by numerous factors, including events occurring in nature, inflationary pressures, and international politics. If the Master Fund has significant exposure to natural resource companies, there is the risk that the Master Fund will perform poorly during a downturn in the natural resource sector. For example, events occurring in nature (such as earthquakes or fires in natural resource areas) and political events (such as coups, military confrontations, or acts of terrorism) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Rising interest rates and general economic conditions may also affect the demand for natural resources.

Precious Metals Sector. Investments related to gold and other precious metals are considered speculative and are affected by a variety of worldwide economic, financial, and political factors. The price of precious metals may fluctuate sharply over short periods of time due to changes in inflation or expectations regarding inflation in various countries, the availability of supplies of precious metals, changes in industrial and commercial demand,

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents precious metals sales by governments, central banks, or international agencies, investment speculation, monetary and other economic policies of various governments, and government restrictions on private ownership of gold and other precious metals. No income is derived from holding physical gold or other precious metals, which is unlike securities that may pay dividends or make other current payments.

Currency Risk. Investment Funds may include direct and indirect investments in a number of different currencies. Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in question and/or other factors. A decline in the value of the currencies in which the Master Fund investments are denominated against the U.S. dollar may result in a decrease in the Master Fund’s and the Fund’s net asset value. Forward currency contracts and options may be utilized on behalf of the Fund and the Master Fund by Investment Funds to hedge against currency fluctuations, but Investment Funds are not required to hedge and there can be no assurance that such hedging transactions, even if undertaken, will be effective. Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations.

Risks Associated with a U.K. Exit from the EU. The United Kingdom (“U.K.”) government held a referendum in June 2016 in which the U.K. voted to withdraw from the European Union (“EU”). On March 29, 2017, the U.K. government provided formal notice to the EU of its intent to withdraw. Although the Fund and the Master Fund are established in the United States, the withdrawal of the U.K. from the EU may cause the Fund and the Master Fund to face a number of associated risks that could adversely affect returns to investors, including, but not limited to, risks associated with an uncertain regulatory landscape, currency fluctuation risks, and risks associated with general market disruption. An exit from the EU could materially change the regulatory framework applicable to any Investment Fund Manager which is based in the U.K. since many of the laws and regulations applicable to any such manager will derive from EU legislation, including the laws and regulations under which any such manager is permitted to manage the Investment Fund. This could increase the costs borne directly or indirectly by the Fund or the Master Fund and could adversely affect the returns that investors might otherwise receive from the Fund.

The terms on which the U.K. will exit from the EU and the timeframe in which such exit is to be achieved are uncertain. Accordingly, the withdrawal process has caused and may continue to cause a significant degree of uncertainty, volatility and disruption in the markets in which Investment Funds operate, which may adversely impact the financial performance of any such Investment Fund. Such uncertainty may also result in reduction in investment opportunities to deploy capital, and may slow capital-raising of the Fund, the Master Fund and underlying Investment Funds.

Risks Relating to Accounting, Auditing and Financial Reporting, etc. The Master Fund and certain of the Investment Funds may invest in Portfolio Companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. Accordingly, information supplied to the Master Fund and the Investment Funds may be incomplete, inaccurate and/or significantly delayed. The Master Fund and the Investment Funds may therefore be unable to take or influence timely actions necessary to rectify management deficiencies in such Portfolio Companies, which may ultimately have an adverse impact on the net asset value of the Fund.

Valuation of the Master Fund’s Interests in Investment Funds. A large percentage of the securities in which the Master Fund invests will not have a readily determinable market price and will be fair valued by the Master Fund based on procedures approved by the Board of the Fund and the Master Fund. The valuation of the Master Fund’s interests in Investment Funds is ordinarily determined monthly based in part on estimated valuations provided by Investment Fund Managers and also on valuation recommendations provided by the Adviser under the ultimate direction and approval of the Pricing Committee. The Administrator also assists the Pricing Committee in carrying out its duty to approve fair value determinations of the Master Fund’s investments. Like the Master Fund’s investments, a large percentage of the securities in which the Investment Funds invest will not have a readily determinable market price and will be valued periodically by the Investment Fund. In this regard, an Investment Fund Manager may face a conflict of interest in valuing the securities, as their value may affect the Investment Fund Manager’s compensation or its ability to raise additional funds in the future. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment Fund, the accuracy of the valuations provided by the Investment Funds, that the Investment Funds will comply with their own internal policies or procedures for keeping records or making valuations, or that the Investment Funds’ policies and procedures and systems will not change without notice to the Master Fund. As a result, valuations of the securities may be subjective and could subsequently prove to have been wrong, potentially by significant amounts.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Securities valuation and pricing services policies and procedures adopted by the Board and the Master Fund Board (the “Valuation Procedures”) provide that valuations for Investment Funds will be determined based in part on estimated valuations provided by Investment Fund Managers and also on valuation recommendations provided by the Adviser pursuant to a valuation methodology that incorporates general private equity pricing principles and, for certain securities, may also incorporate a proprietary valuation model with a fundamental overlay, under the ultimate direction and approval of the Pricing Committee. The Adviser seeks to maintain accurate Investment Fund valuations by undertaking a detailed assessment of an Investment Fund’s valuation procedures prior to investing in the Investment Fund. Based on the methodology, the Adviser may recommend that the Pricing Committee adjust an Investment Fund’s periodic valuation, as appropriate. The Fund and the Master Fund run the risk that the Adviser’s valuation techniques will fail to produce the desired results. Any imperfections, errors, or limitations in any model that is used could affect the ability of the Master Fund to accurately value Investment Fund assets. By necessity, models make simplifying assumptions that limit their efficacy. Models that appear to explain prior market data can fail to predict future market events. Further, the data used in models may be inaccurate and may not include all knowable information or the most recent information about a company, security, or market factor. In addition, the Adviser may face conflicts of interest in assisting with the valuation of the Fund’s and the Master Fund’s investments, as the value of the Fund’s and the Master Fund’s investments will affect the Adviser’s compensation. Moreover, Investment Fund Managers typically provide estimated valuations on a quarterly basis whereas the Adviser will consider valuations on an ongoing basis and will recommend valuations on a monthly basis. While any model that may be used would be designed to assist in confirming or adjusting valuation recommendations, the Adviser generally will not have sufficient information in order to be able to confirm with certainty the accuracy of valuations provided by an Investment Fund until the Funds receive the Investment Funds’ audited annual financial statements.

An Investment Fund’s information could be inaccurate due to fraudulent activity, misevaluation, or inadvertent error. In any case, the Master Fund may not uncover errors for a significant period of time, if ever. Even if the Adviser elects to cause the Master Fund to sell its interests in such an Investment Fund, the Master Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, the Investment Fund’s valuations of such interests could remain subject to such fraud or error, and the Pricing Committee may, in its sole discretion, determine to discount the value of the interests or value them at zero.

Investors should be aware that situations involving uncertainties as to the valuations by Investment Funds could have a material adverse effect on the Fund and the Master Fund if judgments regarding valuations should prove incorrect. Persons who are unwilling to assume such risks should not make an investment in the Fund.

Indemnification of Investment Funds, Investment Fund Managers and Others. The Master Fund may agree to indemnify certain of the Investment Funds and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management of Investment Funds. If the Master Fund were required to make payments (or return distributions) in respect of any such indemnity, the Fund and the Master Fund could be materially adversely affected. Indemnification of sellers of secondaries may be required as a condition to purchasing such securities.

Termination of the Master Fund’s Interest in an Investment Fund. An Investment Fund may, among other things, terminate the Master Fund’s interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Master Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Master Fund in the Investment Fund would have a material adverse effect on the Investment Fund or its assets.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents General Risks of Secondary Investments. The overall performance of the Master Fund’s secondary investments will depend in large part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. Certain secondary investments may be purchased as a portfolio, and in such cases the Master Fund may not be able to carve out from such purchases those investments that the Adviser considers (for commercial, tax, legal or other reasons) less attractive. Where the Master Fund acquires an Investment Fund interest as a secondary investment, the Master Fund will generally not have the ability to modify or amend such Investment Fund’s constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. In addition, the costs and resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments.

Contingent Liabilities Associated with Secondary Investments. Where the Master Fund acquires an Investment Fund interest as a secondary investment, the Master Fund may acquire contingent liabilities associated with such interest. Specifically, where the seller has received distributions from the relevant Investment Fund and, subsequently, that Investment Fund recalls any portion of such distributions, the Master Fund (as the purchaser of the interest to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such Investment Fund. While the Master Fund may be able, in turn, to make a claim against the seller of the interest for any monies so paid to the Investment Fund, there can be no assurance that the Master Fund would have such right or prevail in any such claim. The Adviser does not anticipate that the Master Fund will accrue contingent liabilities with respect to secondary investments often, but each secondary investment bears the risk of being subject to contingent liabilities.

Risks Relating to Secondary Investments Involving Syndicates. The Master Fund may acquire secondary investments as a member of a purchasing syndicate, in which case the Master Fund may be exposed to additional risks including (among other things): (i) counterparty risk, (ii) reputation risk, (iii) breach of confidentiality by a syndicate member, and (iv) execution risk.

Commitment Strategy. The Master Fund anticipates that it will maintain a sizeable cash and/or liquid assets position in anticipation of funding capital calls. The Master Fund will be required to make incremental contributions pursuant to capital calls issued from time to time by Investment Funds.

Holding a sizeable cash and/or liquid assets position may result in lower returns than if the Master Fund employed a more aggressive “over-commitment” strategy. However, an inadequate cash position presents other risks to the Fund and the Master Fund, including the potential inability to fund capital contributions, to pay for repurchases of Units tendered by Investors or to meet expenses generally. Moreover, if the Master Fund defaults on its commitments or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Master Fund’s investment in the Investment Fund. Any failure by the Master Fund to make timely capital contributions in respect of its commitments may (i) impair the ability of the Fund and the Master Fund to pursue its investment program, (ii) force the Master Fund to borrow, (iii) indirectly cause the Fund, and, indirectly, the Investors to be subject to certain penalties from the Investment Funds (including the complete forfeiture of the Master Fund’s investment in an Investment Fund), or (iv) otherwise impair the value of the Fund’s investments (including the devaluation of the Fund).

Registered Investment Companies. The Fund and the Master Fund may invest in the securities of other registered investment companies to the extent that such investments are consistent with the Master Fund’s investment objective and permissible under the 1940 Act or made pursuant to an exemption under the 1940 Act. Under one provision of the 1940 Act, the Master Fund may not acquire the securities of other registered investment companies if, as a result, (i) more than 10% of the Master Fund’s total assets would be invested in securities of other registered investment companies; (ii) such purchase would result in more than 3% of the total outstanding voting securities of any one registered investment company being held by the Master Fund; or (iii) more than 5% of the Master Fund’s total assets would be invested in any one registered investment company. These restrictions are applicable to the Fund as well, although there is an exception for the Fund’s holding of Master Fund Interests. Other provisions of the 1940 Act are less restrictive provided that the Master Fund or Fund is able to meet certain conditions. These limitations do not apply to the acquisition of units of any registered investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another registered investment company. In addition, the ETFs in which the Fund and Master Fund may invest are subject to exemptive orders that provide relief from, and such investment would not be subject to, these limitations.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Master Fund or Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.

Cash, Cash Equivalents, Investment Grade Bonds and Money Market Instruments. The Master Fund, the Fund, and Investment Funds may invest, including for defensive purposes, some or all of their respective assets in high quality fixed-income securities, money market instruments, money market mutual funds, and other short-term securities, or hold cash or cash equivalents in such amounts as the Adviser or Investment Fund Managers deem appropriate under the circumstances. In addition, the Master Fund, the Fund or an Investment Fund may invest in these instruments pending allocation of its respective offering proceeds, and the Master Fund will retain cash or cash equivalents in sufficient amounts to satisfy capital calls from Investment Funds. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.

These investments may be adversely affected by tax, legislative, regulatory, credit, political or government changes, interest rate increases and the financial conditions of issuers, which may pose credit risks that result in issuer default.

Control Positions. Investment Funds may take control positions in companies. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. In addition, the act of taking a control position, or seeking to take such a position, may itself subject an Investment Fund to litigation by parties interested in blocking it from taking that position. If such liabilities were to arise, or if such litigation were to be resolved in a manner that adversely affected the Investment Funds, those Investment Funds would likely incur losses on their investments.

Other Risks Investing in the Fund involves risks other than those associated with investments made by the Investment Funds. Some of these risks are described below:

Incentive Allocation Arrangements. Each Investment Fund Manager may receive a performance fee, carried interest or incentive allocation generally equal to 20% of the net profits earned by the Investment Fund that it manages, typically subject to a clawback. These performance incentives may create an incentive for the Investment Fund Managers to make investments that are riskier or more speculative than those that might have been made in the absence of the performance fee, carried interest, or incentive allocation.

Availability of Investment Opportunities. The business of identifying and structuring investments of the types contemplated by the Fund and the Master Fund is competitive, and involves a high degree of uncertainty. The availability of investment opportunities is subject to market conditions and may also be affected by the prevailing regulatory or political climate. The Fund and Master Fund will compete for attractive investments with other prospective Investors and there can be no assurance that the Adviser will be able to identify, gain access to, or complete attractive investments, that the investments which are ultimately made will satisfy all of the Fund’s or Master Fund’s objectives, or that the Fund or Master Fund will be able to fully invest its assets. Other investment vehicles managed or advised by the Adviser and its affiliates may seek investment opportunities similar to those the Master Fund may be seeking. Consistent with the Adviser’s allocation policies, the Adviser will allocate fairly between the Master Fund and such other investment vehicles any investment opportunities that may be appropriate for the Master Fund and such other investment vehicles. Similarly, identifying attractive investment opportunities for an Investment Fund is difficult and involves a high degree of uncertainty. Even if an Investment Fund Manager identifies an attractive investment opportunity, an Investment Fund may not be permitted to take advantage of the opportunity to the fullest extent desired.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Adviser may sell the Master Fund’s holdings of certain of its investments at different times than similar investments are sold by other investment vehicles advised by the Adviser, particularly if significant redemptions in the Fund occur, which could negatively impact the performance of the Master Fund and the Fund.

Inadequate Return. No assurance can be given that the returns on the Fund’s investments will be proportionate to the risk of investment in the Fund. Potential Investors should not commit money to the Fund unless they have the resources to sustain the loss of their entire investment.

Inside Information. From time to time, the Master Fund, the Fund or an Investment Fund or their respective affiliates may come into possession of material, non-public information concerning an entity or issuer in which the Master Fund or an Investment Fund has invested or may invest. The possession of such information may limit the Master Fund’s or the Investment Fund’s ability to buy or sell securities of the issuer.

Recourse to the Fund’s Assets. The Fund’s assets, including any investments made by the Master Fund and any interest in the Investment Funds held by the Fund through the Master Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability.

Possible Exclusion of Investors Based on Certain Detrimental Effects. The Fund may repurchase Fund Units held by an Investor or other person acquiring Units from or through an Investor, if: (i) the Units have been transferred in violation of the LLC Agreement or have vested in any person by operation of law (i.e., the result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the Investor); (ii) any transferee does not meet any investor eligibility requirements established by the Fund from time to time; (iii) ownership of the Units by the Investor or other person likely will cause the Fund to be in violation of, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iv) continued ownership of the Units by the Investor or other person may be harmful or injurious to the business or reputation of the Fund, the Master Fund, the Adviser or the Sponsor, or may subject the Fund or any Investor to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by the Investor or other person in connection with the acquisition of the Units was not true when made or has ceased to be true; (vi) the Investor is subject to special laws or regulations, and the Fund determines that the Investor is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold the Units; (vii) the Investor’s investment balance falls below $25,000 or the amount the Board determines from time to time to be a minimum investment in the Fund or rises above the amount the Board determines from time to time to be a maximum investment in the Fund; or (viii) the Fund or the Board determines that the repurchase of the Units would be in the interest of the Fund. These provisions may, in effect, deprive an Investor in the Fund of an opportunity for a return that might be received by other Investors.

Potential Significant Effect of the Performance of a Limited Number of Investments or Strategies. The Adviser expects that the Fund will participate in multiple investments. The Fund may, however, make investments in a limited number of the Investment Funds and/or co-investments and Investment Funds may make investments in a limited number of Portfolio Companies. In either instance, these limited numbers of investments may have a significant effect on the performance of the Fund. In addition, the Fund, through the Master Fund, may invest a substantial portion of its assets in Investment Funds that follow a particular investment strategy. In such event, the Fund would be exposed to the risks associated with that strategy to a greater extent than it would if the Master Fund’s assets were invested more broadly among Investment Funds pursuing various investment strategies.

Placement Risk. It is expected that many Investors will invest in the Fund with RIAs. When a limited number of RIAs represents a large percentage of Investors, actions recommended by the RIAs may result in significant and undesirable variability in terms of Investor subscription or tender activity. Additionally, it is possible that if a matter is put to a vote at a meeting of Investors, clients of a single RIA may vote as a block, if so recommended by the RIA.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Tax Risks. Special tax risks are associated with an investment in the Fund. Each of the Fund and the Master Fund intends to qualify and elect to be treated as a RIC under Subchapter M of the Code. As such, the Fund and the Master Fund must satisfy, among other requirements, diversification and 90% gross income requirements, and a requirement that it distribute at least 90% of its income and net short-term gains in the form of deductible dividends. Because the Fund will invest substantially all its assets in the Master Fund, if the Master Fund were to fail to satisfy such requirements, the Fund itself would be unable to satisfy the diversification requirement, and would thus be ineligible for treatment as a RIC.

Each of the aforementioned ongoing requirements for qualification for the favorable tax treatment available to RICs requires that the Adviser obtain information from or about the Investment Funds in which the Master Fund is invested. However, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Adviser to monitor the sources of the Master Fund’s income and the diversification of its assets, and otherwise to comply with Subchapter M of the Code. Ultimately this may limit the universe of Investment Funds in which the Master Fund can invest.

Investment Funds and co-investments classified as partnerships for U.S. federal income tax purposes may generate income allocable to the Master Fund that is not qualifying income for purposes of the 90% gross income test, described below. In order to meet the 90% gross income test, the Master Fund may structure its investments in a manner that potentially increases the taxes imposed thereon or in respect thereof. Because the Master Fund may not have timely or complete information concerning the amount or sources of such an Investment Fund’s or co-investment’s income until such income has been earned by the Investment Fund or co-investment or until a substantial amount of time thereafter, it may be difficult for the Master Fund to satisfy the 90% gross income test.

The Master Fund intends to invest a portion of its assets in the Subsidiary, a Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. A RIC generally does not take into account income earned by a U.S. corporation in which it invests unless and until the corporation distributes such income to the RIC as a dividend. Where, as here, the Subsidiary is organized in the U.S., the Subsidiary will be liable for an entity-level U.S. federal income tax on its income from U.S. and non-U.S. sources, as well as any applicable state taxes, which will reduce the Master Fund’s return on its investment in the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income of the Master Fund.

In the event that the Master Fund believes that it is possible that it will fail the asset diversification requirement at the end of any quarter of a taxable year, it may seek to take certain actions to avert such failure, including by acquiring additional investments to come into compliance with the asset diversification tests or by disposing of non-diversified assets. Although the Code affords the Master Fund the opportunity, in certain circumstances, to cure a failure to meet the asset diversification test, including by disposing of non-diversified assets within six months, there may be constraints on the Master Fund’s ability to dispose of its interest in an Investment Fund or co-investment that limit utilization of this cure period.

If the Master Fund were to fail to satisfy the asset diversification or other RIC requirements, absent a cure, it would lose its status as a RIC under the Code, in which case the Fund would lose its status as a RIC. Such loss of RIC status could affect the amount, timing and character of the Fund’s distributions and would cause all of the Master Fund’s and the Fund’s taxable income to be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions to Investors. In addition, all distributions (including distributions of net capital gain) would be taxed to their recipients as dividend income to the extent of the Fund’s current and accumulated earnings and profits. Accordingly, disqualification as a RIC would have a significant adverse effect on the value of the Fund’s Units.

Each of the Fund and the Master Fund must distribute at least 90% of its investment company taxable income, in a manner qualifying for the dividends-paid deduction, to qualify as a RIC, and must distribute substantially all its income in order to avoid a fund- level tax. In addition, if the Fund or the Master Fund were to fail to distribute in a calendar year a sufficient amount of its income for such year, it will be subject to an excise tax. The determination of the amount of distributions sufficient to qualify as a RIC and avoid a fund-level income or excise tax will depend on income and gain information that must be obtained from the underlying Investment Funds. The Master Fund’s investment in Investment Funds and co-investments will make it difficult to estimate the Master Fund’s and thus the Fund’s income and gains in a timely fashion. Given the difficulty of estimating Master Fund income and gains in a timely fashion, each year the Master Fund is likely to be liable for a 4% excise tax, and it is possible that the Fund will also be liable for such tax. See “Certain Tax Considerations.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Master Fund may directly or indirectly invest in Investment Funds, co-investments or Portfolio Companies located outside the United States. Such Investment Funds, co-investments or Portfolio Companies may be subject to withholding taxes or other taxes in such jurisdictions with respect to their investments or operations, as applicable. In addition, adverse U.S. federal income tax consequences can result by virtue of certain foreign investments, including potential U.S. withholding taxes on foreign investment entities with respect to their U.S. investments and potential adverse tax consequences associated with investments in any foreign corporations that are characterized for U.S. federal income tax purposes as “passive foreign investment companies” See “Certain Tax Considerations—Passive Foreign Investment Companies.”

The success of an Investment Fund’s activities will typically depend on the ability of the relevant Investment Fund Manager to identify attractive investment opportunities, enhance Portfolio Company value and to see when target improvements/value is reached. The Fund should be considered a speculative investment, and you should invest in the Fund only if you can sustain a complete loss of your investment.

The above discussions of the various risks associated with the Fund and the Units are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective Investors should read this entire Prospectus and consult with their own advisors before deciding whether to invest in the Fund. In addition, as the Fund’s and the Master Fund’s investment programs change or develop over time, or market conditions change or develop, an investment in the Fund may be subject to risk factors not described in this Prospectus.

No guarantee or representation is made that the investment program of the Fund, the Master Fund or any Investment Fund will be successful, that the various Investment Funds selected will produce positive returns or that the Fund and the Master Fund will achieve their investment objective.

CONFLICTS OF INTEREST

The Adviser The Adviser or its affiliates provide or may provide investment advisory and other services to various entities. The Adviser, and certain of its investment professionals and other principals, may also carry on substantial investment activities for their own accounts, for the accounts of family members and for other accounts (collectively, with the other accounts advised by the Adviser and its affiliates, “Other Accounts”). The Fund and the Master Fund have no interest in these activities. The Adviser, its affiliates and the Distributor may receive payments from private equity sponsors in connection with such activities. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Master Fund’s and Fund’s investment portfolio will be engaged in substantial activities other than on behalf of the Fund and the Master Fund, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Master Fund, the Fund and Other Accounts. Such persons will devote only so much of their time as in their judgment is necessary and appropriate.

There also may be circumstances under which the Adviser will cause one or more Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the Adviser will commit the Master Fund’s or Fund’s assets. There also may be circumstances under which the Adviser will consider participation by Other Accounts in investment opportunities in which the Adviser does not intend to invest on behalf of the Master Fund or Fund, or vice versa. In allocating investments among the Master Fund, the Fund, and Other Accounts, the Adviser will consider the appropriateness of a particular investment opportunity in light of the investment objectives, strategies, and liquidity needs of the Master Fund, Fund, and Other Accounts and will follow its allocation policies and procedures in order to minimize conflicts of interest.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Adviser or Distributor may compensate, from its own resources, Selling Agents in connection with the distribution of Units and also in connection with various other services including those related to the support and conduct of due diligence, Investor account maintenance, the provision of information and support services to clients, and the inclusion on preferred provider lists. Such Selling Agents may be affiliated with the Fund, the Master Fund or the Adviser. Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in the Fund, the timing of investment or the overall net asset value of the Fund, or a fee determined in some other method by negotiation between the Adviser or Distributor and such Selling Agents. Each Selling Agent also may charge Investors, at the Selling Agent’s discretion, a distribution fee based on the purchase price of Fund Units purchased by the Investor, and with respect to the Brokerage Class Units, a Selling Agent may receive the 3.5% upfront sales load. All or a portion of such compensation may be paid by the Selling Agent to the financial advisory personnel involved in the sale of Units. As a result of the various payments that Selling Agents may receive from Investors and the Adviser or Distributor, the amount of compensation that a Selling Agent may receive in connection with the sale of Units in the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a Selling Agent to recommend the Fund over another investment product.

Selling Agents may be subject to certain conflicts of interest with respect to the Fund. For example, the Fund, the Master Fund, the Adviser, Investment Funds, or Portfolio Companies, or investment vehicles managed or sponsored by the Adviser or Investment Fund Managers, may (i) purchase securities or other assets directly or indirectly from, (ii) enter into financial or other transactions with or (iii) otherwise convey benefits through commercial activities to, a Selling Agent. As such, certain conflicts of interest may exist between such persons and a Selling Agent. Such transactions may occur in the future and generally there is no limit to the amount of such transactions that may occur.

Selling Agents may perform investment advisory and other services for other investment entities with investment objectives and policies similar to those of the Fund, the Master Fund or an Investment Fund. Such entities may compete with the Fund, the Master Fund or the Investment Fund for investment opportunities and may invest directly in such investment opportunities. Selling Agents that invest in an Investment Fund or a Portfolio Company may do so on terms that are more favorable than those of the Fund or the Master Fund.

Selling Agents that act as selling agents for the Fund or the Master Fund also may act as selling agents for an Investment Fund in which the Master Fund invests and may receive compensation in connection with such activities. Such compensation would be in addition to the fees described above. A Selling Agent may pay all or a portion of the fees paid to it to certain of its affiliates, including, without limitation, financial advisors whose clients purchase Units of the Fund. Such fee arrangements may create an incentive for a Selling Agent to encourage investment in the Fund, independent of a prospective Investor’s objectives.

A Selling Agent may provide financing, investment banking services or other services to third parties and receive fees therefor in connection with transactions in which such third parties have interests which may conflict with those of the Fund, the Master Fund or an Investment Fund. A Selling Agent may give advice or provide financing to such third parties that may cause them to take actions adverse to the Fund, the Master Fund, an Investment Fund or a Portfolio Company. A Selling Agent may directly or indirectly provide services to, or serve in other roles for compensation for, the Fund, the Master Fund, an Investment Fund or a Portfolio Company. These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or adviser, investment sub-adviser, distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund accountant, transaction (e.g., a swap) counterparty and/or lender. A Selling Agent is expected to provide certain of such services to the Fund and the Master Fund in connection with the Fund and the Master Fund obtaining a credit facility, if any.

In addition, issuers of securities held by the Fund, the Master Fund or an Investment Fund may have publicly or privately traded securities in which a Selling Agent is an investor or makes a market. The trading activities of Selling Agents generally will be carried out without reference to positions held by the Fund, the Master Fund or an Investment Fund and may have an effect on the value of the positions so held, or may result in a Selling Agent having an interest in the issuer adverse to the Fund, the Master Fund or the Investment Fund. No Selling Agent is prohibited from purchasing or selling the securities of, otherwise investing in or financing, issuers in which the Fund, the Master Fund or an Investment Fund has an interest.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents A Selling Agent may sponsor, organize, promote or otherwise become involved with other opportunities to invest directly or indirectly in the Fund, the Master Fund or an Investment Fund. Such opportunities may be subject to different terms than those applicable to an investment in the Fund, the Master Fund or the Investment Fund, including with respect to fees and the right to receive information.

Participation in Investment Opportunities Directors, principals, officers, employees, and affiliates of the Adviser may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Master Fund or an Investment Fund or co-investment in which the Master Fund invests. As a result of differing trading and investment strategies or constraints, positions may be taken by directors, principals, officers, employees and affiliates of the Adviser, or by the Adviser for the Other Accounts, or any of their respective affiliates on behalf of their own other accounts (“Investment Fund Manager Accounts”) that are the same as, different from or made at a different time than, positions taken for the Master Fund or an Investment Fund or co-investment.

Other Matters An Investment Fund Manager may, from time to time, cause an Investment Fund to effect certain principal transactions in securities with one or more Investment Fund Manager Accounts, subject to certain conditions. Future investment activities of the Investment Fund Managers, or their affiliates, and the principals, partners, directors, officers, or employees of the foregoing, may give rise to additional conflicts of interest.

The Adviser and its affiliates will not purchase securities or other property from, or sell securities or other property to, the Master Fund or Fund, except that (i) the Adviser and its affiliates may invest in the Fund and the Master Fund, and (ii) the Master Fund may, in accordance with rules under the 1940 Act, engage in transactions with accounts that are affiliated with the Master Fund or Fund. The transactions referred to in (ii) above would be effected in circumstances in which the Adviser determined that it would be appropriate for the Master Fund to purchase and another client to sell, or the Master Fund to sell and another client to purchase, the same security or instrument on the same day.

Future investment activities of the Adviser and its affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above.

MANAGEMENT OF THE FUND

Board of Directors The Fund has a Board, currently consisting of Kurt Keilhacker, Eric Rakowski, Victoria Sassine and Christine C. Carsman, which supervises the conduct of the Fund’s affairs. The Board has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations. Messrs. Keilhacker and Rakowski and Ms. Sassine are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund, and Ms. Carsman is an “interested person” of the Fund. There is no stated term of office for Directors. Each Director 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 members called for the purpose of electing Directors and until the election and qualification of his or her successor in accordance with the Fund’s organizational documents. Each officer holds office at the pleasure of the Board. The Master Fund’s Board of Directors, which currently has the same composition as the Board of the Fund, has overall responsibility for the management and supervision of the business operations of the Master Fund on behalf of the Master Fund’s investors, including the Fund. References herein to the “Board” refers to the Board of Directors of the Fund or the Master Fund, as appropriate, and references herein to “Directors” refers to the Directors of the Fund or the Master Fund, as appropriate.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Adviser Pantheon Ventures (US) LP serves as the Fund’s and Master Fund’s investment adviser. The Adviser is a limited partnership organized under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As of September 30, 2018, the Adviser had approximately $42.4 billion in assets under management and is an adviser to pooled investment vehicles, pension and profit sharing plans, charitable organizations and other entities. Affiliated Managers Group, Inc. (“AMG”), a publicly-traded company, indirectly owns a majority of the interests of the Adviser. AMG (NYSE: AMG) is a global asset management company with equity investments in leading boutique investment management firms.

The Adviser serves as investment adviser to the Fund and the Master Fund pursuant to investment advisory agreements entered into between the Fund and the Adviser and the Master Fund and the Adviser (the “Investment Management Agreements”). The Directors have engaged the Adviser to provide investment advice to the Fund and the Master Fund, in each case under the ultimate supervision of, and subject to any policies established by, the Board. The Adviser allocates the Master Fund’s assets and monitors regularly each Investment Fund and co-investment to determine whether its investment program is consistent with the Master Fund’s and Fund’s investment objective and whether the Investment Fund’s or co-investment’s investment performance and other criteria are satisfactory. The Adviser may purchase and sell Investment Funds and co-investments and select additional Investment Funds and co-investments, subject in each case to the ultimate supervision of, and any policies established by, the Board. A discussion of the basis for each Board’s approving the Investment Management Agreement is incorporated by reference to the section of each Fund’s annual report titled “Approval of Investment Management Agreement.” A copy of each of the Fund’s and the Master Fund’s annual report may be obtained without charge upon request.

Additional Information About the Master Fund’s Wholly-Owned Subsidiary The Master Fund intends to invest a portion of its assets in the Subsidiary, a Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes, provided that no more than 25% of the Master Fund’s total assets may be invested in the Subsidiary at any quarter end of the Master Fund’s taxable year.

The Subsidiary is overseen by its own board of directors. The Subsidiary’s board of directors currently has the same composition as the Board and the Master Fund Board. The Adviser provides investment advisory services to the Subsidiary pursuant to a separate investment management agreement, which has substantially the same terms and provisions as the Fund’s and Master Fund’s investment management agreements. In consideration of the management fee payable to the Adviser under the investment management agreement between the Adviser and the Subsidiary, the Adviser has waived the portion of the investment management fee that the Adviser otherwise would have been entitled to receive with respect to any particular month from the Master Fund in an amount equal to the investment management fee paid to the Adviser under the Subsidiary’s investment management agreement with the Adviser with respect to such month.

In determining which investments should be bought and sold for the Subsidiary, the Adviser will treat the assets of the Subsidiary as if the assets were held directly by the Master Fund. The financial statements of the Subsidiary are consolidated with those of the Master Fund.

A RIC generally does not take into account income earned by a U.S. corporation in which it invests unless and until the corporation distributes such income to the RIC as a dividend. Where, as here, the Subsidiary is organized in the U.S., the Subsidiary will be liable for an entity-level U.S. federal income tax on its income from U.S. and non-U.S. sources, as well as any applicable state taxes, which will reduce the Master Fund’s return on its investment in the Subsidiary.

The offices of the Adviser are located at 600 Montgomery Street, 23rd Floor, San Francisco, California 94111, and its telephone number is (415) 249-6200.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Pantheon The Adviser is an affiliate of Pantheon Ventures (UK) LLP (“Pantheon UK”), Pantheon Holdings Limited (“Pantheon Holdings”), Pantheon Ventures, Inc. (“Pantheon Ventures”), and Pantheon Ventures (HK) LLP (“Pantheon HK”) (together with the Adviser, each of their respective subsidiaries, subsidiary undertakings, successors and assigns, collectively “Pantheon”).

Pantheon is a leading international private equity fund investor that has been delivering private equity solutions across a broad range of geographies and strategies for over 30 years. Pantheon’s investment strategies include primary fund, secondary fund, co-investment, infrastructure, and customized programs.

Investment Management Agreement Pursuant to the Investment Management Agreements, the Adviser is responsible, subject to the supervision of the Directors, for formulating a continuing investment program for the Fund and the Master Fund. Each Investment Management Agreement is terminable without penalty, on sixty (60) days’ prior written notice by the applicable Board, by vote of a majority of the outstanding voting securities of the Master Fund or Fund, as applicable, or by the Adviser. The Investment Management Agreements have an initial term that expires two years after each of the Fund and the Master Fund, as applicable, has commenced investment operations. Thereafter, each Investment Management Agreement will continue in effect from year to year if its continuance is approved annually by either the Board or the vote of a majority of the outstanding voting securities of the Master Fund or Fund, respectively, provided that, in either event, the continuance also is approved by a majority of the Directors who are not “interested persons” of the Adviser by vote cast in person at a meeting called for the purpose of voting on such approval. Each Investment Management Agreement also provides that it will terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

The contractual terms of the Fund’s Investment Management Agreement with the Adviser are substantially the same as the terms of the Master Fund’s Investment Management Agreement with the Adviser, except that the Adviser will waive, under separate agreement, the management fee payable by the Fund under the Fund’s Investment Management Agreement. In consideration of the management services provided by the Adviser to the Master Fund, the Master Fund will pay the Adviser, out of the Master Fund’s assets, the management fee at the annual rate of 0.70% of the Master Fund’s net asset value, calculated prior to giving effect to the payment of such management fee and prior to the deduction of any other asset-based fees (e.g., any administration fee) payable by the Master Fund to either the Adviser or the Sponsor and prior to giving effect to any purchases or repurchases of interests of the Master Fund or any distributions by the Master Fund occurring as of or around the end of the month. Furthermore, the Adviser will charge a management fee to the Subsidiary, but the Adviser will also waive, under separate agreement, a portion of the management fee that the Adviser otherwise would have been entitled to receive with respect to any particular month from the Master Fund in an amount equal to the investment management fee paid to the Adviser under the Subsidiary’s investment management agreement with the Adviser with respect to such month. A discussion of the factors considered by the Board in renewing the Investment Management Agreement for an additional year is set forth in the Fund’s semi-annual report to Investors for the six-month period ending September 30, 2018.

The Investment Management Agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties to the Master Fund or the Fund, as applicable, the Adviser will not be liable to the Master Fund or the Fund, as the case may be, or any investor of the Master Fund or Fund, as the case may be, for any for any act or omission in the course of, or connected with, rendering services under the Investment Management Agreements. The Investment Management Agreements also provide for indemnification, to the fullest extent permitted by law, by the Fund and the Master Fund of the Adviser, its affiliates, and any of their respective partners, members, directors, officers, employees, or investors (each, an “Indemnitee”), against any claim, liability, damage, loss, cost, or expense incurred by the Indemnitee that arise out of or in connection with the performance or non-performance of any of the Adviser’s responsibilities under the applicable Investment Management Agreement, provided that the Indemnitee acted in good faith and not opposed to the best interests of the Master Fund or Fund, as applicable, and the claim, liability, damage, loss, cost, or expense is not incurred by reason of the Indemnitee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations to the Master Fund or Fund, as applicable.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Portfolio Management While the Adviser’s investment committee reviews and approves all investments made by the Fund and the Master Fund, the below portfolio managers are jointly and primarily responsible for the day-to-day management of the Fund and the Master Fund’s portfolio and share equal responsibility and authority for managing the Fund and the Master Fund’s portfolio.

Susan Long McAndrews. Susan joined Pantheon in 2002. Prior to joining Pantheon, Susan was a principal at Capital Z Partners in Asia. In addition, she was a director at Russell Investments from 1995 to 1998 in its private equity group. Susan received a BA from the University of North Carolina at Chapel Hill in International Studies and Economics and an MA from Stanford University in International Policy Studies. Susan is based in San Francisco and has served as a portfolio manager of the Fund since its inception in October 2014.

Dennis McCrary. Dennis joined Pantheon in 2007. Dennis was previously the head of the U.S. Partnership Team at Adams Street Partners. Previously, Dennis held several investment banking and principal investing positions during a 20-year career with Bank of America and Continental Bank. Dennis received an MBA from the University of Michigan and a BA from Michigan State University. Dennis is based in San Francisco and Chicago and has served as a portfolio manager of the Fund since its inception in October 2014.

Brian Buenneke. Brian joined Pantheon in 2004. Prior to joining Pantheon, Brian spent seven years at HarbourVest Partners, Duke Street Capital and Paul Capital Partners. Brian holds an AB in government from Dartmouth College and a MBA from the Kellogg School of Management at Northwestern University. Brian is based in San Francisco and has served as a portfolio manager of the fund since November 2016.

Matt Garfunkle. Matt joined Pantheon in 1999. Prior to joining Pantheon, Matt worked with Cambridge Associates in their Boston and Menlo Park offices. He holds a BA in History and Economics from Brown University, and is a CFA Charterholder. Matt is based in San Francisco and has served as a portfolio manager of the Fund since January 2017.

Evan Corley. Evan joined Pantheon in 2004. Prior to joining Pantheon, Evan worked at Polaris Venture Partners in Boston and JP Morgan in London. Evan holds a BS in Business Administration, with a concentration in finance and economics, from Boston University’s School of Management. Evan is based in San Francisco and has served as a portfolio manager of the Fund since April 2018.

Kevin Dunwoodie. Kevin joined Pantheon in 2008. Prior to joining Pantheon, Kevin worked at Morgan Stanley in New York where he spent over a year as an Associate in the firm’s strategy and execution group. Before joining Morgan Stanley, Kevin spent two years at Pacific Corporate Group in La Jolla as a Private Equity Analyst and, prior to that, two years at Deutsche Bank Alex Brown as an Investment Banking Analyst in the firm’s consumer group. Kevin graduated Magna Cum Laude with a finance degree from the University of Notre Dame, earned his MBA from Harvard Business School and is a CFA charterholder. Kevin is based in San Francisco and has served as a portfolio manager of the Fund since February 2019.

Kathryn Leaf. Kathryn joined Pantheon in 2008. Prior to joining Pantheon, Kathryn was with GIC Special Investments. Before that, Kathryn was responsible for direct investments at Centre Partners, a New York-based private equity firm. Kathryn holds a BA and MA in Modern Languages from Oxford University. Kathryn is based in San Francisco and has served as a portfolio manager of the Fund since February 2019.

Jeff Miller. Jeff joined Pantheon in 2008. Prior to joining Pantheon, Jeff was a principal at Allied Capital. Previously, Jeff was a vice president in Lehman Brothers’ investment banking division. Jeff holds a BA in Economics and Mathematics from Gustavus Adolphus College and a MBA from Northwestern University. Jeff is a CFA Charterholder. Jeffis based in San Francisco and has served as a portfolio manager of the Fund since February 2019.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Rudy Scarpa. Rudy joined Pantheon in 2007. Prior to joining Pantheon, Rudy was previously a partner at Coller Capital where he was a key member of the senior team. Prior to Coller Capital, Rudy worked at Thomas H. Lee Putnam Ventures, Merrill Lynch and Skadden Arps. Rudy received his BS at Indiana University and his JD from New York University School of Law. Rudy is based in New York and has served as a portfolio manager of the Fund since February 2019.

Other Service Providers to the Fund and Master Fund Administrator AMG Funds LLC (the “Administrator”) serves as the Administrator for the Fund. The Administrator’s principal business address is 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. The Administrator is an indirect, wholly-owned subsidiary of AMG. As a result of its affiliation with AMG, the Administrator is an affiliate of the Adviser. The Administrator performs certain administration, accounting, and investor services for the Fund. In consideration for these services, the Fund pays the Administrator a fee based on the average net assets of the Fund (the “Administration Fee”), calculated prior to giving effect to the payment of the Administration Fee and prior to the deduction of any other asset-based fees (e.g., the management fee, the Distribution and/or Service Fee and any other administration fee).

The Administrator maintains certain of the Fund’s and Master Fund’s accounts, books, and other documents required to be maintained under the 1940 Act at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Other such accounts, books, and other documents are maintained at the offices of the Adviser (600 Montgomery Street, 23rd Floor, San Francisco, California 94111 or 1095 Sixth Avenue, 32nd Floor, New York, New York 10036), or the Custodian (111 Sander Creek Parkway, 2nd Floor, East Syracuse, New York 13057).

Transfer Agent BNY Mellon Investment Servicing (US) Inc., P.O. Box 9769, Providence, Rhode Island 02940, serves as Transfer Agent to the Fund. The Transfer Agent performs certain transfer agency, recordkeeping, fund accounting, and investor services for the Fund.

Custodian The Bank of New York Mellon, a subsidiary of The Bank of New York Mellon Corporation (the “Custodian”), 111 Sander Creek Parkway, 2nd Floor, East Syracuse, New York 13057, serves as a custodian and fund accounting agent for the Fund and Master Fund. The Custodian is responsible for holding all cash assets and portfolio securities of the Fund and the Master Fund in connection with the Fund’s and the Master Fund’s investments, releasing and delivering assets as directed by the Fund and the Master Fund, maintaining bank accounts in the names of the Fund and the Master Fund, receiving for deposit into such accounts payments for units of the Fund and the Master Fund, collecting income and other payments due the Fund and the Master Fund with respect to investments, paying out monies of the Fund and the Master Fund, and providing certain fund accounting services to the Fund and the Master Fund.

The Custodian may maintain custody of the Fund’s assets with domestic and foreign sub-custodians (which may be banks, trust companies, securities depositories and clearing agencies) approved by the Board. Assets of the Fund are not held by the Adviser or commingled with the assets of other accounts other than to the extent that securities are held in the name of a custodian in a securities depository, clearing agency, or omnibus customer account of such custodian.

The Distributor and Distribution Arrangements AMG Distributors, Inc. (the “Distributor”) acts as the distributor of the Fund’s Units on a best efforts basis. The Distributor’s principal address is 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. The Distributor is a wholly-owned subsidiary of the Administrator.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Advisory Class, Institutional Class and Institutional Plus Class Units are publicly offered at current NAV per unit. The Brokerage Class Units are publicly offered at current NAV per unit, plus a maximum sales load of up to 3.50%. The sales load will be deducted out of the Investor’s subscription amount, and will not constitute part of an Investor’s capital contribution to the Fund or part of the assets of the Fund. The Distributor is not obligated to buy from the Fund any of the Units and does not intend to make a market in the Units. The Fund is not obligated to sell any Units that have not been placed with Investors that meet all applicable requirements to invest in the Fund. Investors should consult with their financial intermediaries about any additional fees or charge they might impose.

The Fund will pay the Distributor a Distribution and/or Service Fee at an annual rate of 0.50% of the net assets of the Advisory Class Units, 1.00% of the net assets of the Brokerage Class Units and 0.25% of the net assets of the Institutional Class Units as of the end of each month, calculated prior to giving effect to the payment of the Distribution and/or Service Fee and prior to the deduction of any other asset-based fees (e.g., the management fee and any administration fee), for distribution and investor services provided to Investors of each applicable Class (such as responding to Investor inquiries and providing information regarding investments in the Fund; processing purchase, exchange, and redemption requests by beneficial owners; placing orders with the Fund or its service providers; providing sub-accounting with respect to Units beneficially owned by Investors; and processing dividend payments for the Fund on behalf of Investors). The Distributor may pay all or a portion of the Distribution and/or Service Fee to one or more sub-distributors (“Sub-Distributors”) or Selling Agents that provide distribution and investor services to Investors. The Distributor has appointed Pantheon Securities, LLC as a Sub-Distributor under a sub-distribution agreement pursuant to which Pantheon Securities, LLC may carry out certain of the Distributor’s obligations in return for a portion of the Distribution and/or Service Fee.

With respect to Advisory Class, Brokerage Class and Institutional Class Units, the Fund pays the Distribution and/or Service Fees (as applicable) pursuant to its Distribution and Service Plan, which it has voluntarily adopted and implemented in conformity with Rule 12b-1. In conformity with Rule 12b-1, when the Distribution and Service Plan was adopted, the Board, including the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Service Plan, concluded that there is a reasonable likelihood that the Distribution and Service Plan will benefit the Fund and its Investors. In further conformity with Rule 12b-1, the Distribution and Service Plan contains the following provisions, among others: (i) quarterly reports are to be provided to the Board regarding the amounts expended under the Distribution and Service Plan and the purposes for which such expenditures were made; (ii) the Distribution and Service Plan will continue only as long as its continuance is approved at least annually by the Board and the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Service Plan or any agreement related to such Plan, acting in person at a meeting called for the purpose of voting on the Distribution and Service Plan; (iii) any material amendment to the Distribution and Service Plan must be approved by the Board and the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Service Plan, acting in person at a meeting called for said purpose; and (iv) any amendment to increase materially the costs which the units of a Class may bear for distribution services pursuant to the Distribution and Service Plan shall be effective only upon approval by a vote of a majority of the outstanding units of such Class and by a majority of the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Service Plan. The Distribution and Service Plan is terminable without penalty at any time by a vote of a majority of the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Service Plan, or by a vote of the holders of a majority of the outstanding units of the applicable Class of the Fund.

The Adviser or the Distributor may compensate certain Selling Agents, out of its own assets and not as an additional charge to the Fund or the Master Fund, in connection with the sale and/or distribution of Units or the retention and/or servicing of Investor accounts. The level of such payments may be substantial and may be different for different Selling Agents. These payments may create incentives on the part of a Selling Agent to view the Fund favorably compared with investment funds that do not make these payments, or that make smaller payments. In addition to the above, the Adviser may compensate the Distributor, out of its own assets and not as an additional charge to the Fund or the Master Fund, in connection with the sale and/or distribution of Units or the retention and/or servicing of Investor accounts. Such Selling Agents may be affiliated with the Fund, the Master Fund or the Adviser.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210, is the independent registered public accounting firm for the Fund and Master Fund. PricewaterhouseCoopers LLP conducts an annual audit of the financial statements of the Fund and Master Fund, assists in the preparation and/or review of the Fund’s and the Master Fund’s federal and state income tax returns, and may provide other audit, tax and related services.

Legal Counsel Ropes & Gray LLP, Three Embarcadero Center, San Francisco, California 94111-4006, acts as legal counsel to the Fund and the Master Fund.

FEES AND EXPENSES

Fees and Expenses The Adviser will bear all of its own costs incurred in providing investment advisory services to the Fund and the Master Fund. For purposes of this section, the “Master Fund” includes the Subsidiary. The Fund will bear (whether borne directly or indirectly through and in proportion to, the Fund’s interest in the Master Fund) all expenses incurred in the business and investment program of the Fund, including all costs related to its organization and offering of Units, and any charges and fees to which the Fund is subject as an investor in the Investment Funds.

The Fund (and thus, indirectly, the Investors) will bear all expenses incurred in the business of the Fund and, through its investment in the Master Fund, a pro-rata portion of the operating expenses of the Master Fund, including, but not limited to the following: • all expenses related to its investment program, including, but not limited to: (i) expenses borne indirectly through the Master Fund’s investments in the Investment Funds, or expenses borne through the Fund’s investments in the Investment Funds, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Fund Managers (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees, and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Master Fund’s or the Fund’s investments in Investment Funds or co-investments (whether or not consummated), and enforcing the Fund’s and Master Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; • the management fee and Administration Fee; • any Distribution and/or Service Fees based on the net assets attributable to a Class of Units and any other distribution or service fees to be paid by the Fund pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; • all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund and the Master Fund) associated with the operation and registration of the Fund and the Master Fund, including, without limitation, all costs and expenses associated with the repurchase offers, offering costs, and the costs of compliance with any applicable Federal or state laws;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents • fees of the Independent Directors of the Fund and the independent directors of the Master Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Investors for the Fund or the Master Fund that are regularly scheduled, permitted or required to be held under the terms of the LLC Agreement, the 1940 Act or other applicable law; • a portion, as determined by the Board, of the expenses attributable to implementing the Fund’s and the Master Fund’s compliance program; • the fees and disbursements of any attorneys, accountants, independent registered public accounting firms, and other consultants and professionals engaged on behalf of the Fund and the Independent Directors and the Master Fund and its independent directors; • the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund, or the Directors or the officers of the Fund, or the Master Fund, or the directors or the officers of the Master Fund; • recordkeeping, custody and transfer agency fees and expenses of the Fund and the Master Fund; • all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors or potential investors or the Master Fund’s investors or potential investors; • all expenses of computing the Fund’s and the Master Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s and the Master Fund’s investment portfolio, including appraisal and valuation services provided by third parties; • all charges for equipment or services used for communications between the Fund or the Master Fund and any custodian, or other agent engaged by the Fund or the Master Fund; • fees of custodians, other service providers to the Fund or the Master Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other persons providing administrative services to the Fund or the Master Fund; • any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection with holding and/or soliciting proxies for a meeting of Investors or investors of the Master Fund; • all taxes to which the Fund or the Master Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and • such other types of expenses as may be approved from time to time by the Board or the Master Fund Board.

Except as set forth in the Investment Management Agreements, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund or from the Master Fund for any of the above expenses that the Adviser pays on behalf of the Master Fund.

The Fund will bear certain ongoing offering costs associated with the Fund’s continuous offering of Units (mostly filing and printing expenses). Offering costs cannot be deducted for tax purposes by the Fund or the Fund’s Investors.

The Investment Funds bear various expenses in connection with their operations similar to those incurred by the Fund. Investment Fund Managers generally assess asset-based fees to, and receive incentive-based allocations from, the Investment Funds. As a result, the investment returns of the Investment Funds will be reduced. As an investor in the Investment Funds, the Master Fund, and therefore the Fund, will bear its proportionate share of the expenses and fees of the Investment Funds and will also be subject to incentive allocations to the Investment Fund Managers.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Expense Limitation and Reimbursement Agreement The Adviser has entered into an “Expense Limitation and Reimbursement Agreement” with the Fund, the Master Fund and the Subsidiary to waive the management fee payable by the Master Fund (for purposes of this section, the “Master Fund” includes the Subsidiary) and pay or reimburse the Fund’s expenses (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund) such that the Fund’s total annual operating expenses (exclusive of certain “Excluded Expenses” listed below) do not exceed 1.45% per annum of the Fund’s net assets as of the end of each calendar month (the “Expense Cap”). “Excluded Expenses” is defined to include (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund, (d) fees and expenses incurred in connection with any credit facilities obtained by the Master Fund; (e) taxes of the Master Fund; (f) extraordinary expenses of the Master Fund (as determined in the sole discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses; (g) fees and expenses billed directly to the Subsidiary by any accounting firm for auditing, tax and other professional services provided to the Subsidiary; and (h) fees and expenses paid by the Subsidiary for custody and fund administration services provided to the Subsidiary; and (ii) (a) any investment management fee paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with any credit facilities obtained by the Fund; (f) the Distribution and/or Service Fees (as applicable) paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses of the Fund (as determined in the sole discretion of the Adviser), which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses. Expenses that are subject to the Expense Limitation and Reimbursement Agreement include, but are not limited to, the Master Fund’s investment management fee, the Funds’ administration, custody, transfer agency, recordkeeping, fund accounting and investor services fees, the Funds’ professional fees (outside of professional fees related to transactions), the Funds’ organizational costs and fees and expenses of Fund Directors. To the extent that the Fund’s total annual operating expenses for any month exceed the Expense Cap, the Adviser will pay or reimburse the Fund for expenses and/or waive the management fee payable by the Master Fund to the extent necessary to eliminate such excess. The Fund, or, with respect to the waived management fee, the Master Fund, will be obligated to pay the Adviser all such amounts paid, waived, or reimbursed by the Adviser pursuant to the Expense Cap, provided that (A) the amount of such additional payment in any year, together with all expenses of the Fund (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in the aggregate, would not cause the Fund’s total annual operating expenses, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund, exclusive of Excluded Expenses, in any such year to exceed the lesser of any expense limitation in place at the time of payment or the expense limitation in place at the time of waiver or reimbursement, (B) the amount of such additional payment shall be borne pro rata by all Fund Investors or Master Fund unitholders, as applicable, and (C) no such additional payments by the Fund, or, with respect to the waived management fee, the Master Fund, will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36) months after the date such amounts are paid, waived, or reimbursed by the Adviser. The Expense Limitation and Reimbursement Agreement shall remain in effect until such time that the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement among the Adviser and the Board of the Fund.

DESCRIPTION OF UNITS

General The Fund is a limited liability company organized under the laws of the state of Delaware and has elected to be treated as a RIC for U.S. federal income tax purposes. The Fund is authorized to issue an unlimited number of Units and may divide the Units into one or more Classes. The Units are currently offered in four Classes: Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class. Each Class has separate investment

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents minimum and fee arrangements. The members of the Fund are entitled to one vote for each Unit held of the Fund (or Class thereof), on matters on which Units of the Fund (or Class thereof) shall be entitled to vote. Each Unit, when issued and paid for in accordance with the terms of this offering, will be fully paid and non-assessable. Any meeting of Investors may be called by the Board or Investors holding one-third of the total number of votes eligible to be cast by all Investors at such meeting. Except for the exercise of their voting privileges, Investors will not be entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.

All Units of a Class are equal as to right of repurchase by the Fund, dividends and other distributions, and voting rights and currently have no preemptive or other subscription rights.

An Investor is permitted to exchange Units between Classes of the Fund, provided that the Investor’s aggregate investment meets the minimum initial investment requirements in the applicable Class, that the Units of the applicable Class are eligible for sale in the Investor’s state of residence and that the Units are otherwise available for offer and sale. When an individual Investor cannot meet the initial investment requirements of the applicable Class, exchanges of Units from one Class to the applicable Class will be permitted if such Investor’s investment is made by an intermediary that has discretion over the account and that has invested other clients’ assets in the Fund which when aggregated together with such Investor’s investment meet the initial investment requirements for the applicable Class. Investors will not be charged any fees by the Fund for such exchanges, nor shall any intermediary charge any fees for such exchanges. Additionally, the time period for determining the imposition of any early repurchase fee associated with the repurchase of an Investor’s Units will not be affected by an exchange transaction. Ongoing fees and expenses incurred by a given Class will differ from those of other Classes, and an Investor receiving new Units in an intra-Fund exchange may be subject to higher or lower total expenses following such exchange. Exchange transactions will be effected only into an identically registered account. Exchange transactions will not be treated as a redemption for federal income tax purposes. Investors should consult their tax advisors as to the federal, foreign, state and local tax consequences of an intra-Fund exchange. Such exchange transactions must be effected according to other applicable law. The Fund also reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange.

Investors are not liable for further calls or assessments, except that an Investor may be obligated to repay any funds wrongfully distributed to such Investor. The Fund will send periodic reports (including financial statements) to all Investors. The Fund does not intend to hold annual meetings of Investors. Investors are entitled to receive dividends only if and to the extent declared by the Board and only after the Board has made provision for working capital and reserves as it in its sole discretion deems advisable. Units are not available in certificated form. With very limited exceptions, Units are not transferable and liquidity will be provided principally through limited repurchase offers. See “Types of Investments and Related Risk Factors—Limitations on Transfer; Units Not Listed; No Market for Units.”

Except as otherwise required by any provision of the LLC Agreement or of the 1940 Act, any action requiring a vote of Investors shall be effective if taken or authorized by the affirmative vote of a majority of the total number of votes eligible to be cast by Investors that are present in person or by proxy at the meeting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, after payment of all of the liabilities of the Fund, Investors generally are entitled to share ratably in all the remaining assets of the Fund.

Except as otherwise required by any provision of the LLC Agreement or of the 1940 Act, (i) those candidates for election to be a Director receiving a plurality of the votes cast at any meeting of Members shall be elected as Directors, and (ii) all other actions of the Members taken at a meeting shall require the affirmative vote of Members holding a majority of the total number of votes eligible to be cast by those Members who are present in person or by proxy at such meeting.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Outstanding Securities as of April 30, 2019

(4) (3) Amount (2) Amount Held by Outstanding (1) Amount Registrant for Exclusive of Amount Title of Class Authorized its Account Shown Under (3) Advisory Class Units Unlimited 0 958,496 Brokerage Class Units Unlimited 0 1,005 Institutional Class Units Unlimited 0 1,366,997 Institutional Plus Class Units* Unlimited 0 268,502

* Prior to October 1, 2015, the Institutional Plus Class was known as the Advisory Class.

DISTRIBUTION POLICY; DIVIDENDS

The Fund expects that dividends will be paid annually on the Units in amounts representing substantially all of the net investment income, if any, earned each year. Payments on the Units may vary in amount depending on investment income received, the class of Units held and expenses of operation.

The Fund reserves the right to distribute to Investors substantially all of any net capital gain realized on investments on an annual basis. A distribution by the Fund potentially may be treated as a return of capital for federal income tax purposes. A return of capital is not taxable, but it reduces an Investor’s tax basis in its Units, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Investor of its Units. See “Taxes—Taxation of Investors—Distributions by the Fund” in the SAI.

The net asset value of each Unit that an Investor owns will be reduced by the amount of the distributions or dividends that the Investor receives in respect of Units.

An Investor’s dividends and capital gain distributions will be automatically reinvested if the Investor does not instruct the Administrator otherwise. An Investor who elects not to reinvest will receive both dividends and capital gain distributions in cash. The Fund may limit the extent to which any distributions that are returns of capital may be reinvested in the Fund.

Units will be issued at their net asset value on the ex-dividend date; there is no sales load or other charge for reinvestment. Investors may elect initially not to reinvest by indicating that choice on the Subscription Booklet. Investors are free to change their election at any time by contacting the Administrator. Your request must be received by the Fund before the record date to be effective for that dividend or capital gain distribution.

The Fund reserves the right to suspend at any time the ability of Investors to reinvest distributions and to require Investors to receive all distributions in cash, or to limit the maximum amount that may be reinvested, either as a dollar amount or as a percentage of distributions. The Fund may determine to do so if, for example, the amount being reinvested by Investors exceeds the available investment opportunities that the Adviser considers suitable for the Fund.

APPLICATION FOR INVESTMENT

Purchase Terms The Fund may accept initial and additional purchases of Units as of the first business day of each calendar month. Each prospective Investor will be required to complete a Subscription Booklet and certify that the Units being purchased are being acquired by an Eligible Investor. If available funds and the application are not received and accepted prior to the applicable Closing Date, the order will not be accepted at such Closing Date. The Fund will not be obligated to sell any Units, including Units that have not been placed with Eligible Investors. The Fund does not issue the Units purchased (and an investor does not become an Investor with respect to such Units) until the beginning of the day on the applicable purchase date, i.e., the first business day of the relevant calendar month. Consequently, purchase proceeds do not represent capital of the Fund, and do not become assets of the Fund, until such date.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Any amounts received in advance of initial or additional purchases of Units are placed in a non-interest-bearing escrow account prior to the amounts’ being invested in the Fund, in accordance with Rule 15c2-4 under the Exchange Act. The purchase amount will be released from the escrow account only after the Investor’s order is accepted and then only as of the applicable purchase date. If a Subscription Booklet is not accepted by the Fund by the Closing Date, the subscription will not be accepted at such Closing Date and will be held in the escrow account by the Fund’s escrow agent until the next Closing Date. The Fund reserves the right to reject any purchase of Units in its sole and absolute discretion (including, without limitation, when the Fund has reason to believe that such purchase would be unlawful). Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by the Fund will be returned to the prospective Investor.

The Fund has registered under the Securities Act $500,000,000 in Units for sale under the registration statement to which this Prospectus relates. Units will be publicly offered at current NAV per unit, plus any applicable sales load. Investors purchasing Brokerage Class Units may be charged a sales load of up to 3.5% of the amount of the Investor’s purchase, in the manner set forth below:

Investment Amount Sales Load Less than $250,000 3.5 % $250,000 – $499,999 2.5 % $500,000 – $999,999 2.0 % $1,000,000 or more 0.0 %

The stated minimum initial investment in the Fund is $25,000 for Advisory Class and Brokerage Class Units, $1,000,000 for Institutional Class Units and $25,000,000 for Institutional Plus Class Units, and the minimum additional investment in the Fund is $10,000, which minimums may be reduced by the Fund in the discretion of the Adviser or Sponsor based on consideration of various factors, including the Investor’s overall relationship with the Adviser or Sponsor, the Investor’s holdings in other funds affiliated with the Adviser or Sponsor, and such other matters as the Adviser or Sponsor may consider relevant at the time. For employees or directors of the Adviser, Sponsor, and each of their affiliates, and directors of other investment companies advised or sponsored by the Sponsor, and members of the immediate families of any of the foregoing, and, in the discretion of the Adviser or Sponsor, attorneys, service providers, or other professional advisors engaged on behalf of the Fund or its directors, and members of their immediate families, the minimum required initial investment in the Fund is $10,000 and the minimum additional investment in the Fund is $5,000, which minimums may be reduced by the Fund in the discretion of the Adviser or Sponsor.

To help the government fight terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each Investor. As a result, Investors will need to identify the name, address, date of birth, and other identifying information about the Investors. If an Investor’s identity cannot be verified, the Investor may be restricted from conducting additional transactions and/or have their investment liquidated. In addition, any other action required by law will be taken.

Eligible Investors Units will be offered only to Eligible Investors. This means that to purchase Units of the Fund, a prospective Investor will be required to certify that the Units are being acquired directly or indirectly for the account of an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. An “accredited investor” includes, among other investors, a natural person who has a net worth (or a joint net worth with that person’s spouse), excluding the value of such natural person’s primary residence, immediately prior to the time of purchase in excess of $1 million, or income in excess of $200,000 (or joint income with the investor’s spouse in excess of $300,000) in each of the two preceding years and has a reasonable expectation of reaching the same income level in the current year, and certain legal entities with total assets exceeding $5 million. Existing Investors seeking to purchase additional Units will be required to qualify as Eligible Investors at the time of the additional purchase. The Adviser may from time to time impose stricter or less stringent eligibility requirements.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Investors may only purchase Units through the Distributor or through a RIA that has entered into an arrangement with the Distributor for such RIA to offer Advisory Class, Institutional Class and Institutional Plus Class Units in conjunction with a “wrap” fee, asset allocation or other managed asset program sponsored by such RIA. Any such RIA may impose additional eligibility requirements for Investors who purchase Units through such RIA. Notwithstanding the foregoing, the Sponsor, Adviser and Distributor retain the discretion to accept direct subscriptions for Units.

REPURCHASES OF UNITS AND TRANSFERS

No Right of Redemption No Investor or other person holding Units acquired from an Investor has the right to require the Fund to redeem any Units. No public market for Units currently exists. As a result, Investors may not be able to liquidate their investment other than through repurchases of Units by the Fund, as described below.

Periodic Repurchases The Fund intends to provide liquidity to Investors by offering to repurchase Units pursuant to written tenders by Investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. Investors tendering Units for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer, which will generally be approximately 75 days prior to the date that the Units to be repurchased are valued by the Fund. Investors that elect to tender their Units in the Fund will not know the price at which such Units will be repurchased until such valuation date.

Since all or substantially all of the Fund’s assets will be invested in the Master Fund, the Fund will generally find it necessary to liquidate a portion of its Master Fund Interests in order to satisfy repurchase requests. Because Master Fund Interests are not redeemable solely at the discretion of the Fund, the Fund may withdraw a portion of its Master Fund Interest only pursuant to repurchase offers by the Master Fund. Therefore, the Fund does not expect to conduct a repurchase offer of Units unless the Master Fund contemporaneously conducts a repurchase offer for Master Fund Interests. Likewise, the Fund expects to conduct a repurchase offer of Units contemporaneously with any repurchase offer by the Master Fund.

In determining whether the Fund should offer to repurchase Units, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business, and economic factors. The Adviser expects that, generally, it will recommend to the Board that the Fund offer to repurchase Units from Investors on a quarterly basis and that each repurchase offer made during the calendar quarters (i.e., quarters ending March 31, June 30, September 30, and December 31) should apply to no more than 5% of the net assets of the Fund, although any particular recommendation may exceed such percentage.

In determining whether to accept a recommendation to conduct a repurchase offer at any such time, the Board will consider the following factors, among others: • whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase; • whether any Investors have requested to tender Units to the Fund; • the liquidity of the Fund’s and the Master Fund’s assets (including fees and costs associated with disposing of the Fund’s and the Master Fund’s interests in underlying Investment Funds); • the investment plans and working capital and reserve requirements of the Fund; • the relative economies of scale of the tenders with respect to the size of the Fund; • the history of the Fund in repurchasing Units, including the results of prior repurchase offers;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents • the availability of information as to the value of the Fund’s and the Master Fund’s investments in underlying Investment Funds; • the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; • any anticipated tax consequences to the Fund of any proposed repurchases of Units; and • the recommendations of the Adviser or Sponsor.

The Fund will repurchase Units from Investors pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Investors. When the Board determines that the Fund will repurchase Units, notice will be provided to Investors describing the terms of the offer, containing information Investors should consider in deciding whether to participate in the repurchase opportunity, and containing information on how to participate. Investors deciding whether to tender their Units during the period that a repurchase offer is open may obtain the applicable Class’s net asset value per unit by contacting the Adviser during the period.

Subject to applicable law, the LLC Agreement provides, as applicable, that if an Investor submits to the Fund a written request to commence a repurchase offer and the Fund does not, within two years from the date of such written request, commence a repurchase offer of at least 5% of the net assets of the Fund, the Fund will promptly thereafter offer to all then Investors the opportunity to contribute their Units to a special purpose vehicle (an “SPV”) to be registered under the 1940 Act or exempt from such registration and having the investment objective to liquidate at least 90% of its assets within three full fiscal years of such contribution. Any such offer to contribute will be made pursuant to an offering registered under the Securities Act, or pursuant to offering exempt from such registration. Any such SPV will not bear any investment advisory or investment management fees after the three fiscal year period. The Master Fund will not transfer portfolio securities to the SPV unless the Fund has obtained an exemptive order or received no-action relief from the requirements of Section 17(a) and Section 17(d) of the 1940 Act, and there is no assurance that any such exemptive or no-action relief will be granted.

If a repurchase offer is oversubscribed by Investors who tender Units, the Fund may extend the repurchase offer, repurchase a pro rata portion of the Units tendered, or take any other action permitted by applicable law. In addition, the Fund may repurchase Units of Investors if, among other reasons, the Fund determines that such repurchase would be in the interests of the Fund.

Repurchases will be effective after receipt and acceptance by the Fund of eligible written tenders of Units from Investors by the applicable repurchase offer deadline.

The Fund does not impose any charges in connection with repurchases of Units unless the Unit is held for less than one year. A 2.00% early repurchase fee (the “Early Repurchase Fee”) will be charged by the Fund with respect to any repurchase of Units from an Investor at any time prior to the day immediately preceding the one-year anniversary of the Investor’s purchase of the Units. The Early Repurchase Fee will be retained by the Fund and will be for the benefit of the Fund’s remaining Investors. Units tendered for repurchase will be treated as having been repurchased on a “first in – first out” basis. Units will be repurchased by the Fund after the management fee has been deducted from the Fund’s assets as of the end of the quarter in which the repurchase occurs (i.e., the accrued management fee for the quarter in which Units are to be repurchased is deducted before effecting the repurchase).

In the event that the Adviser, Sponsor, or any of its affiliates holds Units in the Fund or Interests in the Master Fund in the capacity of an investor, the Units or Interests may be tendered for repurchase in connection with any repurchase offer made by the Fund or the Master Fund, as applicable. The Master Fund may make repurchase offers to its investors at times when repurchase offers are not made to Investors in the Fund. The Master Fund will not impose an Early Repurchase Fee on redemptions by its investors. The Master Fund has accepted other investors into the Master Fund. Because the Master Fund may make repurchase offers to its investors at times when repurchase offers are not made to Investors in the Fund, such other investors in the Master Fund will not be subject to the same limitations on liquidity that will apply to Investors in the Fund, including that such contribution will not be subject to any lock-up and may be redeemed through repurchase offers by the Master Fund. Investors in the Fund may not have the opportunity to redeem their Units prior to or at the same time as the investors of the Master Fund that are requesting to have their Master Fund Interests repurchased.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Procedures for Repurchase of Units The Fund expects that payment upon a repurchase of Units will be made in the form of cash or a debt obligation, which may or may not be certificated, and which would entitle the applicable Investor to payment in satisfaction of the repurchase of Units. If the debt obligation is certificated, unless otherwise instructed by the applicable Investor, the Fund will deliver the certificate to the Fund’s Transfer Agent to be held on behalf of the applicable Investor until such time as the Fund distributes payment in satisfaction of the repurchase of Units, at which point the certificate will be cancelled. The Fund does not generally expect to distribute securities (other than the debt obligation) as payment for repurchased Units except in unusual circumstances, including if making a cash payment would result in a material adverse effect on the Fund or the Investors, or if the Master Fund has received distributions from Investment Funds in the form of securities that are transferable to the Master Fund’s members. Securities which are distributed in-kind in connection with a repurchase of Units may be illiquid. Any in-kind distribution of securities will be valued in accordance with the LLC Agreement and will be distributed to all tendering Investors on a proportional basis. See “CALCULATION OF NET ASSET VALUE.”

In light of liquidity constraints associated with many of the Master Fund Investments and the fact that the Master Fund may have to liquidate interests in such investments to pay for Master Fund Interests being repurchased in order to fund the repurchase of Units and due to other considerations applicable to the Fund and the Master Fund, the Fund intends to follow the procedures described below in connection with a repurchase of Units: • The Adviser anticipates that, generally, the Adviser will recommend to the Board that the Fund offer to repurchase Units from Investors on a quarterly basis, with such tender valuation dates to occur as of each March 31, June 30, September 30, and December 31 (each, a “Tender Valuation Date”). Each Tender Valuation Date will be determined by the Board in its sole discretion, and each repurchase offer will generally commence approximately 100 days prior to the applicable Tender Valuation Date. Tenders will be revocable upon written notice to the Fund up to 75 days prior to the Tender Valuation Date (such deadline for revocation being the “Expiration Date”). The value of Units being repurchased will be determined as of the Tender Valuation Date. Within thirty days after the Tender Valuation Date, the Fund will give to each Investor whose Units have been accepted for repurchase cash or issue to such Investor a debt obligation, in each case, entitling the Investor to be paid an amount equal to the value, determined as of the Tender Valuation Date, of the repurchased Units, subject to any post-audit adjustments if the Board determines that a holdback is necessary. As described above, any certificated debt obligation will be held by the Transfer Agent on behalf a tendering Investor. • If the Fund issues a debt obligation, which may or may not be certificated, the debt obligation will be non-interest bearing and non-transferable and is expected to contain terms providing payment on or before the thirtieth day after the Tender Valuation Date (the “Payment”), subject to any post-audit adjustments if the Board determines that a holdback is necessary, and provided that if the Fund has requested the repurchase of all or a portion of its Master Fund Interest in order to satisfy the payment, the Payment may be postponed until ten business days after the Fund has received the aggregate amount so requested to be repurchased by the Fund from the Master Fund. Similarly, when the Fund and other members of the Master Fund request the repurchase of a portion of their Master Fund Interests, the Master Fund is entitled to postpone the Payment in respect of any debt obligation issued in connection therewith until ten business days after the Master Fund has received the aggregate amount anticipated to be received through pending liquidations of Master Fund Investments in order to fund repurchases of Master Fund Interests.

The repurchase of Units is subject to regulatory requirements imposed by the SEC. The Fund’s repurchase procedures are intended to comply with such requirements. However, in the event that the Board determines that modification of the repurchase procedures described above is required, appropriate or desired, the Board will adopt revised repurchase procedures as necessary to ensure the Fund’s compliance with applicable regulations or as the Board in its sole discretion deems appropriate or desirable in accordance with federal securities regulations. Following the commencement of an offer to repurchase Units, the Fund may suspend, postpone or

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents terminate such offer in certain circumstances upon the determination of a majority of the Board, including a majority of the Independent Directors, that such suspension, postponement or termination is advisable for the Fund and its Investors, including, without limitation, circumstances as a result of which it is not reasonably practicable for either the Fund or the Master Fund to dispose of its investments or to determine its net asset value, and other unusual circumstances.

As described above, in certain circumstances the Board or the Master Fund Board may determine not to conduct a repurchase offer, or to conduct a repurchase offer of less than 5% of the Fund’s or the Master Fund’s net assets. In particular, during periods of financial market stress, the Master Fund Board may determine that some or all of the Master Fund investments cannot be liquidated at their fair value, making a determination not to conduct repurchase offers more likely. In addition, under certain circumstances, the Board or the Master Fund Board may determine to conduct a repurchase offer of more than 5% of the Fund’s or the Master Fund’s net assets. Under unusual market conditions, the Adviser and the Sponsor anticipate that they may not recommend to the Board that the Fund conduct a repurchase offer in any particular quarter if the Fund’s repurchase offers in the two immediately preceding quarters were oversubscribed by a substantial amount in the opinion of the Adviser and the Sponsor. If a repurchase offer is oversubscribed, or if the Fund does not conduct a repurchase offer in any particular quarter, investors will have to wait until the next repurchase offer to make another repurchase request. As a result, investors may be unable to liquidate all or a given percentage of their investment in the Fund during a particular quarter.

The Fund may be required to liquidate portfolio holdings earlier than the Adviser would have desired in order to meet the repurchase requests. Such necessary liquidations may potentially result in losses to the Fund, and may increase the Fund’s investment related expenses as a result of higher portfolio turnover rates. The Adviser intends to take measures, subject to policies as may be established by the Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of Units. If the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Investors who do not tender their Units in a repurchase offer by increasing the Fund’s expenses and reducing any net investment income.

An Investor tendering for repurchase only a portion of its Units must maintain an investment balance of at least $25,000 after the repurchase is effected. If an Investor tenders an amount that would cause the Investor’s investment balance to fall below the required minimum, the Fund reserves the right to repurchase all of the Investor’s Units in the Fund.

Mandatory Redemption by the Fund The Fund may repurchase all or any portion of the Units of an Investor without consent or other action by the Investor or other person if the Fund determines that: • the Units have been transferred or have vested in any person by operation of law (i.e., the result of the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Investor); • if any transferee does not meet any investor eligibility requirements established by the Fund from time to time; • ownership of Units by an Investor or other person is likely to cause the Fund or the Master Fund to be in violation of, or subject the Fund or the Master Fund to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction; • continued ownership of Units by an Investor may be harmful or injurious to the business or reputation of the Fund, the Master Fund, or the Adviser, or the Sponsor, or may subject the Fund or any Investor to an undue risk of adverse tax or other fiscal or regulatory consequences; • any of the representations and warranties made by an Investor or other person in connection with the acquisition of Units was not true when made or has ceased to be true; • with respect to an Investor subject to special laws or regulations, the Investor is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Units; • the investment balance of the Investor falls below $25,000; or • it would be in the interest of the Fund, as determined by the Board, for the Fund to repurchase the Units.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Dividend Reinvestment Unless an Investor is ineligible or otherwise elects, all distributions of dividends (including Capital Gain Dividends (as defined below)) with respect to a Class of Units will be automatically reinvested by the Fund in additional Units of that Class, which will be issued at their net asset value on the ex-dividend date. Election not to reinvest dividends and to instead receive all dividends and capital gain distributions in cash may be made by indicating that choice in the Subscription Booklet or by contacting the Administrator at (877) 355-1566.

Transfers of Units Units may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of an Investor or (ii) with the written consent of the Board or Sponsor, which may be withheld in each of its sole and absolute discretion and is expected to be granted, if at all, only in limited circumstances. Notice to the Fund of any proposed transfer must include evidence satisfactory to the Fund that the proposed transferee meets any requirements imposed by the Fund with respect to Investor eligibility and suitability, including the requirement that any Investor at the time of purchase be an Eligible Investor, and must be accompanied by a properly completed Subscription Booklet.

Each Investor and transferee is required to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such transfer. If such a transferee does not meet the Investor eligibility requirements, the Fund reserves the right to repurchase the Units transferred.

By purchasing Units of the Fund, each Investor has agreed to indemnify and hold harmless the Fund, the Sponsor, the Adviser, the Directors, the officers of the Fund, each other Investor, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses, including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses and any judgments, fines and amounts paid in settlement, joint or several, to which such persons may become subject by reason of or arising from any transfer made by such Investor in violation of these provisions or any misrepresentation made by such Investor in connection with any such transfer.

CALCULATION OF NET ASSET VALUE

The net asset value of the Master Fund and each Class of the Fund will be calculated as of the close of business on the last business day of each calendar month, as of the date of any distribution, and at such other times as the Board shall determine (each, a “Determination Date”). In determining its net asset value, each Class of the Fund and the Master Fund will value its investments as of the relevant Determination Date. The net asset value of the Master Fund and of each Class of the Fund will equal the assets of the Master Fund or Class, as applicable, less the liabilities attributable to the Master Fund or Class, including accrued fees and expenses, each determined as of the relevant Determination Date. Because of the differences in distribution and service fees and Class-specific expenses, the per Unit net asset value of each Class will differ.

Because the Fund invests all or substantially all of its assets in the Master Fund, the value of the assets of each Class of the Fund will depend on the value of its pro rata interest in the Master Fund investments. The Fund’s investments, and the Master Fund’s investments in Investment Funds and other private equity investments, will be based on valuations provided by Investment Fund Managers and the Adviser according to the Valuation Procedures, subject to the oversight and approval of the valuations by the Pricing Committee. The Administrator will also assist the Pricing Committee in its approval of the valuation of the Master Fund’s investments and will value the ETFs and other securities according to Valuation Procedures approved by the Board and the Master Fund Board for the Fund and the Master Fund. The net asset value of each Class of the Fund may be subject to subsequent adjustment, in the discretion of the Board, in the event that relevant information becomes available following the Fund’s annual audit.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Valuation Procedures provide that, absent a market price, the Master Fund will value its investments in Investment Funds and other private equity investments at fair value. The fair value of such investments as of each Determination Date ordinarily will be the carrying amount (book value) of the Master Fund’s interest in such investments as determined by reference to the most recent balance sheet, statement of capital account, or other estimated valuation provided by the relevant Investment Fund Manager as of or prior to the relevant Determination Date as adjusted for any other relevant information known by or calculated by the Adviser at the time the Master Fund values its portfolio, including capital activity and material events occurring between the reference dates of the Investment Fund Manager’s valuations and the relevant Determination Date.

As discussed above, a meaningful input in the Fund’s valuation of Investment Funds will be the estimated valuations provided by Investment Fund Managers to the Adviser. In reviewing and using as inputs the valuations provided by Investment Fund Managers, the Adviser will use a proprietary valuation methodology that incorporates general private equity pricing principles and, for certain securities, may also incorporate a proprietary valuation model with a fundamental overlay that takes into account all relevant information reasonably available to the Adviser at the time of valuation. The Adviser will consider such information, and may conclude in certain circumstances that the information provided by the Investment Fund Manager does not represent the fair value of a particular Investment Fund or other private equity investment. The Adviser’s assessment will be provided to the Administrator for presentation to the Pricing Committee, which will consider whether it is appropriate, in light of all relevant circumstances, to adjust the value of such investments. Any such decision will be made in good faith by the Pricing Committee and also will be subject to the review and supervision of the Master Fund Board. The Pricing Committee will be responsible for ensuring that the Valuation Procedures are fair to the Master Fund and consistent with applicable regulatory guidelines.

Investment Fund Managers may adopt a variety of valuation bases and provide differing levels of information concerning Investment Funds and direct private equity investments, and there will generally be no liquid markets for such investments. Consequently, there are inherent difficulties in determining the fair value that cannot be eliminated. The Adviser generally will not be able to confirm with certainty the accuracy of valuations provided by any Investment Fund Managers until the Master Fund receives the Investment Funds’ audited financial statements.

To the extent the Fund or the Master Fund holds ETFs or other securities or portfolio instruments that are not investments in Investment Funds or other private equity investments, the Administrator and the Pricing Committee will price each portfolio instrument in the Master Fund or the Fund, as applicable, using one of the independent pricing services approved by the Board or Master Fund Board, unless it is determined pursuant to the Valuation Procedures that market quotations or prices provided by the pricing services are not readily available or are considered unreliable and any market based valuations issued by the pricing services are not readily available or are considered unreliable.

Securities for which a pricing service or other approved source either does not supply a quotation, price, or market based valuation, or supplies a quotation, price, or market based valuation that is believed by the primary pricing service, the Adviser, or the Administrator to be unreliable, will be valued according to fair value procedures specified in the Valuation Procedures. In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be the prices at which those assets are ultimately sold and the differences may be significant.

The Adviser and its affiliates act as investment advisers to other clients that may invest in securities for which no public market price exists. Valuation determinations by the Adviser or its affiliates for other clients may result in different values than those ascribed to the same security owned by the Fund or the Master Fund. Consequently, the fees charged to the Fund or the Master Fund may be different than those charged to other clients, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration.

Expenses of the Master Fund, including the management fee, are accrued on a monthly basis on the Determination Date and taken into account for the purpose of determining the Master Fund’s net asset value. Similarly, expenses of the Fund are accrued on a monthly basis on the Determination Date and taken into account for the purpose of determining the Fund’s net asset value.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Prospective Investors should be aware that situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the Master Fund’s net asset value and the Fund if the judgments of the Pricing Committee, the Administrator, the Adviser, or the Investment Fund Managers regarding appropriate valuations should prove incorrect.

CERTAIN TAX CONSIDERATIONS

The following discussion offers only a brief outline of the U.S. federal income tax consequences of investing in the Fund and is based on the U.S. federal tax laws in effect on the date hereof. Such tax laws are subject to change by legislative, judicial or administrative action, possibly with retroactive effect. For more detailed information regarding tax considerations, see the SAI. There may be other tax considerations applicable to particular Investors, including Foreign Investors (as defined below). Investors should consult their own tax advisors for more detailed information and for information regarding the impact of state, local and foreign taxes on an investment in the Fund.

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans or arrangements. Investors should consult their tax advisors to determine the suitability of Units of the Fund as an investment through such plans and the precise effect of an investment on their particular tax situation.

The Fund invests substantially all of its assets in the Master Fund, and so substantially all of the Fund’s income will be as a result of distributions (or deemed distributions) from the Master Fund. Therefore, as applicable, references to the U.S. federal income tax treatment of the Fund, including to the assets owned, income earned by or decisions made by or on behalf of the Fund, will be to or will include the Master Fund, and, as applicable, the assets owned, income earned by or decisions made by or on behalf of the Master Fund.

Taxation of the Fund Qualification for and Treatment as a Regulated Investment Company The Fund has elected to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and to be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their investors, the Fund must, among other things: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined in the Code); (b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets consists of cash and cash items, U.S. government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested, including through corporations in which the Fund holds a 20% or more voting stock interest, in (x) the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers each of which the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) the securities of one or more “qualified publicly traded partnerships” (as defined in the Code and as discussed further in the SAI); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year, in a manner qualifying for the dividends-paid deduction.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC.

If the Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to U.S. federal income tax on income distributed in a timely manner to its Investors in the form of dividends (including Capital Gain Dividends, as defined below) that qualify for the dividends-paid deduction.

The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in the Master Fund, which itself has elected to be treated and intends to qualify and be eligible to be treated as a RIC. The Fund generally expects to satisfy the requirements to qualify and be eligible to be treated as a RIC, provided that the Master Fund also meets these requirements; the Fund currently expects that the Master Fund will meet these requirements. Nonetheless, there can be no assurance that either the Fund or the Master Fund will so qualify and be eligible. If the Master Fund were to fail to satisfy the 90% gross income or diversification requirement for qualification as a RIC and were not to cure that failure (as described below), the Fund may as a result itself fail to meet the asset diversification test and may be ineligible to or may otherwise not cure such failure.

The federal income tax rules applicable the Master Fund’s investments are unclear in some cases. An adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether the Master Fund, and thus the Fund, has satisfied the requirements to maintain its qualification as a RIC. See “Fund Investments” below.

From time to time, the Fund or the Master Fund may increase its investments in ETFs including in order to increase the percentage of the Fund’s or the Master Fund’s income constituting qualifying income.

If the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax or interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to Investors as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate Investors and may be eligible to be treated as “qualified dividend income” in the case of Investors taxed as individuals, provided, in both cases, the Investor meets certain holding period and other requirements in respect of the Units of the Fund (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment. As stated above, this discussion of the U.S. federal income tax treatment of the Fund includes the Master Fund. If the Master Fund were to fail to qualify to be treated as a RIC, the Fund would also most likely fail to qualify as a RIC.

The Fund intends to distribute at least annually to its Investors all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income (if any) and reserves the right to distribute annually substantially all its net capital gain. Any taxable income, including any net capital gain, retained by the Fund will be subject to tax at the Fund level at regular corporate rates. In the case of net capital gain, the Fund is permitted to designate the retained amount as undistributed capital gain in a timely notice to its Investors (or the Fund, in the case of the Master Fund making such designation) who would then, in turn, be (i) required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) entitled to credit their proportionate share of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of Units owned by an Investor of the Fund (or Master Fund Interests owned by the Fund, in the case of the Master Fund making such designation) would be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the Investor’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the Investor under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Excise Tax If the Fund were to fail to distribute in a calendar year at least an amount generally equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year, plus any such amounts retained from the prior year, the Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, the income and gains of Investment Funds and co-investments treated as partnerships for federal tax purposes will be treated as arising in the hands of the Master Fund at the time realized and recognized by the Investment Funds or co-investments. Given the difficulty of estimating Master Fund income and gains in a timely fashion, each year the Master Fund is likely to be liable for the 4% excise tax, and it is possible that the Fund will also be liable for such tax.

Capital Loss Carryforwards Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against the Fund’s net investment income. Instead, potentially subject to certain limitations, a RIC may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether a RIC retains or distributes such gains. A RIC may carry net capital losses forward to one or more subsequent taxable years without expiration. The Fund must apply long-term capital loss carryforwards first against long-term capital gains, and short-term capital loss carry forwards first against short-term capital gains. The Fund’s available capital loss carryforwards, if any, will be set forth in its annual report for each fiscal year.

Because a RIC cannot “pass through” its losses to its investors, and thus the Master Fund cannot pass through losses to the Fund, any capital losses the Master Fund recognizes for U.S. federal income tax purposes will remain at the Master Fund level until the Master Fund can use them to reduce future capital gains. Accordingly, the Fund generally does not expect to realize any net capital losses, except possibly in the case where it disposes of a certain portion of its investment in the Master Fund at a loss as part of a tender offer by the Master Fund. For further discussion of the effect on the Fund of net capital losses realized by the Master Fund and of the consequences of a redemption by the Fund of a portion of its investment in the Master Fund, see “Investment in Master Fund” below.

Fund Investments The Master Fund may invest a significant portion of its assets in Investment Funds and co-investments that are classified as partnerships for U.S. federal income tax purposes.

The Master Fund, and thus the Fund, may be required to recognize items of taxable income and gain prior to the time that the Master Fund receives corresponding cash distributions from an Investment Fund or co-investment. In such case, the Master Fund might have to borrow money or dispose of investments, including interests in Investment Funds, and the Fund might have to sell interests of the Master Fund, in each case including when it is disadvantageous to do so, in order to make the distributions required in order to maintain their status as RICs and to avoid the imposition of a federal income or excise tax.

Investment Funds and co-investments classified as partnerships for federal income tax purposes may generate income allocable to the Master Fund that is not qualifying income for purposes of the 90% gross income test described above. In order to meet the 90% gross income test, the Master Fund may structure its investments in a way potentially increasing the taxes imposed thereon or in respect thereof. Because the Master Fund may not have timely or complete information concerning the amount and sources of such an Investment Fund’s or co-investment’s income until such income has been earned by the Investment Fund or co-investment or until a substantial amount of time thereafter, it may be difficult for the Master Fund to satisfy the 90% gross income test.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Furthermore, it may not always be clear how the asset diversification rules for RIC qualification will apply to the Master Fund’s investments in Investment Funds or co-investments that are classified as partnerships for federal income tax purposes. It is possible that the Master Fund and the Fund will engage the services of a third-party service provider to collect, aggregate and analyze data on the Master Fund’s direct and indirect investments in order to ensure that the Master Fund meets the asset diversification test. In the event that the Master Fund believes that it is possible that it will fail the asset diversification requirement at the end of any quarter of a taxable year, it may seek to take certain actions to avert such failure, including by acquiring additional investments to come into compliance with the asset diversification test or by disposing of non-diversified assets. Although the Code affords the Master Fund the opportunity, in certain circumstances, to cure a failure to meet the asset diversification test, including by disposing of non-diversified assets within six months, there may be constraints on the Master Fund’s ability to dispose of its interest in an Investment Fund that limit utilization of this cure period.

As a result of the considerations described in the preceding paragraphs, the Fund’s and the Master Fund’s intention to qualify and be eligible for treatment as RICs can limit their ability to acquire or continue to hold positions in Investment Funds or co-investments that would otherwise be consistent with their investment strategy or can require them to engage in transactions in which they would otherwise not engage, resulting in additional transaction costs and reducing the Fund’s return to Investors.

As stated above, unless otherwise indicated, references in this discussion to the Fund’s investments, activities, income, gain, and loss include, as applicable, the direct investments, activities, income, gain, and loss of Master Fund, as well as those indirectly attributable to the Fund as result of the Master Fund’s investment in any Investment Fund (or other entity, including a co-investment) that is properly classified as a partnership or disregarded entity for U.S. federal income tax purposes (and not an association or publicly traded partnership taxable as a corporation).

Passive Foreign Investment Companies The Master Fund may invest in Investment Funds or in other entities, including co-investments, that are classified as passive foreign investment companies (“PFICs”) for U.S. federal income tax purposes, and Investment Funds themselves may invest in entities that are classified as PFICs. Investments in PFICs could potentially subject the Master Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to its investors. The Master Fund (or, as applicable, the Investment Fund or another entity) generally may elect to avoid the imposition of that tax by, for example, electing to treat a PFIC in which it holds an interest as a “qualified electing fund” (i.e., make a “QEF election”), in which case the Master Fund will be required to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distributions from the PFIC.

In certain circumstances, the Master Fund may be permitted to and elect to mark the gains (and to a limited extent losses) in such PFIC holdings “to the market” as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) such holdings on the last day of the Master Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. If the Master Fund realizes a loss with respect to a PFIC, whether by virtue of selling all or part of its interest in the PFIC or because of the “mark to market” adjustment described above, the loss will be ordinary to the extent of the excess of the sum of the mark-to-market gains over the mark-to-market losses previously recognized with respect to the PFIC. To the extent that the Master Fund’s mark-to-market loss with respect to a PFIC exceeds that limitation, the loss will effectively be taken into account in offsetting future mark-to-market gains from the PFIC, and any remaining loss will generally be deferred until the PFIC interests are sold, at which point the loss will be treated as a capital loss.

Where the mark-to-market election is made, it is possible that the Master Fund will be required to recognize income (which generally must be distributed to the Fund, and in turn to the Fund’s Investors) in excess of the distributions that it receives in respect of an interest in a PFIC. Accordingly, the Master Fund may need to borrow money or to dispose of investments, potentially including its interests in the PFIC, in order to make the distributions required in order to maintain its status as a RIC and to avoid the imposition of a federal income tax and/or the nondeductible 4% excise tax. There can be no assurances, however, that the Master Fund will be successful in this regard; if the Master were unsuccessful in this regard, it could limit the ability of the Master Fund, and thus, the Fund to qualify and be eligible for treatment as a RIC.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In certain cases, neither the Fund nor the Master Fund will be the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over whether the QEF or mark-to-market election is made.

If neither a “mark-to-market” nor a QEF election is made with respect to an interest in a PFIC, the ownership of the PFIC interest may have significantly adverse tax consequences for the Master Fund, and thus the Fund. In such a case, the holder of the PFIC interest would be subject to an interest charge (at the rate applicable to tax underpayments) on tax liability treated as having been deferred with respect to certain distributions and on gain from the disposition of the interests in a PFIC (collectively referred to as “excess distributions”), even if, in the case where the holder is a RIC, those excess distributions are paid by the RIC as a dividend to its shareholders.

Because it is not always possible to identify a foreign corporation as a PFIC, in certain instances the Fund or the Master Fund may unexpectedly incur the tax and interest charges described above in some instances. Any such tax will reduce the value of an Investor’s investment in the Fund.

Investments in Other RICs The Fund’s investment in the shares of other mutual funds, ETFs or other companies that qualify as a RIC including, as discussed in “Investment in the Master Fund” below, the Master Fund (each, an “underlying RIC”) can cause the Fund to be required to distribute greater amounts of net investment income or net capital gain than the Fund would have distributed had it invested directly in the securities held by the underlying RIC, rather than in shares of the underlying RIC. Further, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (e.g., long-term capital gain, exempt interest, eligible for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the underlying RIC.

If the Fund receives dividends from an underlying RIC and the underlying RIC reports such dividends as “qualified dividend income,” then the Fund is permitted in turn to report a portion of its distributions as qualified dividend income, provided that the Fund meets holding period and other requirements with respect to shares of the underlying RIC.

If the Fund receives dividends from an underlying RIC and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Fund is permitted in turn to report its distributions derived from those dividends as eligible for the dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the underlying RIC.

Book-Tax Differences Certain of the Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of the Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between the Fund’s book income and its taxable income. If such a difference arises, and the Fund’s book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment. In the alternative, if the Fund’s book income exceeds its taxable income (including realized capital gains), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits, (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its interests, and (iii) thereafter as gain from the sale or exchange of a capital asset.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Investment in the Master Fund Because the Fund will invest all or substantially all of its assets in the Master Fund, its distributable income and gains will normally consist entirely of distributions (or deemed distributions) from the Master Fund and gains and losses on the disposition of units of the Master Fund. To the extent that the Master Fund realizes net losses on its investments for a given taxable year, the Fund will not be able to benefit from those losses unless (i) the losses are capital losses and the Master Fund realizes subsequent capital gains that it can reduce by those losses, or (ii) the Fund is able to recognize its share of the Master Fund’s losses when it disposes of units of the Master Fund. Even if the Fund were able to recognize its share of those losses by making such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for U.S. federal income tax purposes as a short-term capital loss or an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions of Master Fund units against its ordinary income (including distributions of any net short-term capital gains realized by the Master Fund).

As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gain that the Fund will be required to distribute to Investors will be greater than such amounts would have been had the Fund invested directly in the securities held by the Master Fund, rather than investing in units of the Master Fund. For similar reasons, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (e.g., long-term capital gain, exempt interest, eligibility for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the Master Fund.

A redemption, if any, of Master Fund units (including a redemption in connection with a tender offer of the Fund) by the Fund generally will be treated as a distribution under Section 301 of the Code (a “Section 301 distribution”) unless the redemption is treated as being any of (i) a complete termination of the Fund’s interest in the Master Fund, (ii) “substantially disproportionate” with respect to the Fund or (iii) otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. The Fund expects that its redemption of Master Fund units, if any, will be treated as Section 301 distributions. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Master Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the Fund’s tax basis in its units, and thereafter as capital gain.

In the case where the Fund is treated as having received a taxable dividend from the Master Fund, there is a risk that non-tendering investors in the Master Fund, and other investors of the Master Fund who tender some but not all of their units therein or not all of whose units therein are repurchased, in each case whose percentage interests in the Master Fund increase as a result of such tender, will be treated as having received a taxable distribution from the Master Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming units of the Master Fund. Dividend treatment of a tender by the Master Fund would affect the amount and character of income required to be distributed by both the Master Fund and the Fund for the year in which the redemption occurred. It is possible that such a dividend would qualify as qualified dividend income or as a Capital Gain Dividend; otherwise, it would be taxable as ordinary income.

The Master Fund is permitted to invest up to 25% of its total assets in the Subsidiary, a Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. A RIC generally does not take into account income earned by a U.S. corporation in which it invests unless and until the corporation distributes such income to the RIC as a dividend. Where, as here, the Subsidiary is organized in the U.S., the Subsidiary will be liable for an entity-level U.S. federal income tax on its income from U.S. and non-U.S. sources, as well as any applicable state taxes, which will reduce the Master Fund’s return on its investment in the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income of the Master Fund.

Foreign Taxation Income, proceeds and gains received by the Fund or Master Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. This will decrease the Fund’s yield on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the Master Fund’s assets at the end of its taxable year consists of the securities of foreign corporations, the Master Fund may elect to permit its investors, including the Fund, to claim a credit or deduction on their U.S. federal income tax returns for their pro rata portions of qualified taxes paid by the Master Fund to foreign

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents countries in respect of foreign securities that the Master Fund has held for at least the minimum period specified in the Code. In such a case, the investors, including the Fund, will include in gross income from foreign sources their pro rata share of such taxes paid by the Master Fund. As discussed above, if the Fund is a qualified fund of funds, it also may elect to pass through to its Investors foreign taxes it has paid or foreign taxes passed through to it by any RIC, including the Master Fund, in which it invests that itself was eligible to elect and did elect to pass through such taxes to Investors (see “Investment in Master Fund” and “Investments in Other RICs” above). Even if the Fund is eligible to make such an election for a given year, it may determine not to do so. If the Fund is not so eligible or does not so elect, foreign taxes, if any, would nonetheless reduce the Fund’s taxable income. An Investor’s ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes passed through by the Fund is subject to certain limitations imposed by the Code, which may result in the Investor’s not receiving a full credit or deduction (if any) for the amount of such taxes. Investors who do not itemize deductions on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Investors that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.

If the Fund is not eligible to or does not make the above election, the Fund’s taxable income will be reduced by the foreign taxes paid or withheld, and Investors will not be entitled separately to claim a credit or deduction with respect to such taxes. Investors are advised to consult their own tax advisers with respect to the treatment of foreign source income and foreign taxes under the U.S. federal income tax laws

Taxation of Investors Distributions by the Fund For U.S. federal income tax purposes, distributions of investment income are generally taxable to Investors as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned or is considered to have owned the investments that generated them, rather than how long an Investor has owned his or her interests. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to Investors as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions from capital gains are generally made after applying any available capital loss carryovers. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to Investors as ordinary income. Distributions of investment income reported by the Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the Investor and Fund level. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend income. Distributions of investment income reported by the Fund as derived from eligible dividends will qualify for the “dividends-received deduction” in the hands of corporate Investors, provided holding period and certain other requirements are met. The Fund does not expect a significant portion of Fund distributions to be eligible for the dividends- received deduction.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts, and of certain trusts and estates under similar rules. The details of the implementation of this tax, among other issues, remain subject to future guidance. For these purposes, “net investment income” generally includes, among other things (i) distributions paid by the Fund of net investment income and capital gains and (ii) any net gain from the sale, exchange, or other taxable disposition of interests. Investors are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each Investor early in the succeeding year.

If the Fund makes a distribution to an Investor in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such Investor’s tax basis in its interests, and thereafter as capital gain. A return of capital is not taxable, but it reduces an Investor’s tax basis in its interests, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Investor of its interests.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Distributions are taxable as described herein whether Investors receive them in cash or reinvest them in additional interests. A dividend paid to Investors in January generally is deemed to have been paid by the Fund on December 31 of the preceding year, if the dividend was declared and payable to Investors of record on a date in October, November, or December of that preceding year.

Pursuant to proposed regulations on which the Fund may rely, distributions by the Fund to its shareholders that the Fund properly reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a “section 199A dividend” is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.

Distributions on the Fund’s interests are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such distributions may economically represent a return of a particular Investor’s investment. Such distributions are likely to occur in respect of interests purchased at a time when the Fund’s net asset value reflects either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the Investor paid. Such distributions may reduce the fair market value of the Fund’s interests below the Investor’s cost basis in those interests. As described above, the Fund is required to distribute realized income and gains regardless of whether the Fund’s net asset value also reflects unrealized losses.

Backup Withholding The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual Investor who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the Investor’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Tax-Exempt Investors Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt Investor of the RIC. Notwithstanding this “blocking” effect, a tax-exempt Investor could realize UBTI by virtue of its investment in the Fund if interests in the Fund constitute debt-financed property in the hands of the tax-exempt Investor within the meaning of Section 514(b) of the Code.

A tax-exempt Investor may also recognize UBTI if the Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CRTs and other tax-exempt Investors are urged to consult their tax advisors concerning the consequences of investing in the Fund.

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Investors should consult their tax advisors to determine the suitability of Units of the Fund as an investment through such plans.

Sale, Exchange or Redemption of Units From time to time, the Fund intends to make a tender offer for its Units (as described under “Repurchases of Units and Transfers” above). Investors who tender all Fund interests (as previously defined, “Units”) held, or considered to be held, by them will be treated as having sold their interests and generally will realize a capital gain or loss, as discussed in the following paragraph. If an Investor tenders fewer than all of its Units or fewer than all Units tendered are repurchased, such Investor may be treated as having received a so-called “Section 301 distribution,” taxable in whole or in part as a dividend upon the tender of its Units, unless the redemption is treated as being either (i) “substantially disproportionate” with respect to such Investor or (ii) otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing an Investor’s tax basis in its Units, and thereafter as capital gain. Where the Investor is treated as receiving a dividend, there is a risk that non-tendering Investors and Investors who tender some but not all of their Units or fewer than all of whose Units are repurchased, in each case whose percentage interests in the Fund increase as a result of such tender, will be treated as having received a taxable dividend distribution from the Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming Units of the Fund.

The sale, redemption or other taxable disposition of Fund Units that is treated as a sale or exchange generally will give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Units will be treated as long-term capital gain or loss if the Units have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Units will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Units held by an Investor for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the Investor with respect to the Units. Further, all or a portion of any loss realized upon a taxable disposition of Units will be disallowed under the Code’s wash-sale rule if other substantially identical Units are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased Units will be adjusted to reflect the disallowed loss.

To the extent that the Fund recognizes net gains on the liquidation of portfolio securities to meet tenders made pursuant to its tender offers or otherwise repurchases Units, the Fund will be required to make additional distributions to its Investors.

Foreign Investors Distributions by the Fund to an Investor that is not a “U.S. person” within the meaning of the Code (a “Foreign Investor”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.

In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual Foreign Investor, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to investors. The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual Foreign Investor who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents to gain that is treated as effectively connected with the conduct by the Foreign Investor of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a Foreign Investor (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the Foreign Investor is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the Foreign Investor and the Foreign Investor is a controlled foreign corporation. If a Fund invests in a RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to Foreign Investors. The Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.

In the case of Units held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to Foreign Investors. Foreign Investors should contact their intermediaries regarding the application of these rules to their accounts.

Distributions by the Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, and interest-related dividends (e.g. dividends attributable to foreign-source dividend and interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

A Foreign Investor is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of Units unless (i) such gain is effectively connected with the conduct by the Foreign Investor of a trade or business within the United States, (ii) in the case of a Foreign Investor that is an individual, the Investor is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the Foreign Investor’s sale of Units (as described below).

Special rules would apply if the Fund were a qualified investment entity (“QIE”), because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or very generally, an entity that has been a USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than 10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether the Fund is a QIE. If an interest in the Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.

If the Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a Foreign Investor attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands, and (ii) gains realized on the disposition of USRPIs by a Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s Foreign Investors and would be subject to U.S. tax withholding. In addition, such distributions could result in the Foreign Investor being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a Foreign Investor, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the Foreign Investor’s current and past ownership of the Fund. The Fund generally does not expect that it will be a QIE.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Foreign Investors also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase of Units. In general, if a Foreign Investor disposes of an interest in a domestically controlled QIE during the 30-day period before the ex-dividend date of a distribution that the Foreign Investor would (but for the disposition) have treated as USRPI gain, and acquires, or enters into a contract or option to acquire, a substantially identical interest in that entity during the 61-day period that began on the first day of the 30-day period, the Foreign Investor is treated as having USRPI gain in an amount equal to the portion of such distribution that would have been treated as USRPI gain in the absence of such disposition.

Foreign Investors should consult their tax advisors and, if holding Units through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund. Foreign Investors with respect to whom income from the Fund is effectively connected with a trade or business conducted by the Foreign Investor within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in Units of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a Foreign Investor is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the Foreign Investor in the United States. More generally, Foreign Investors who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.

In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Foreign Investor must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign Investors should consult their tax advisors in this regard. Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Units through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Units through foreign entities should consult their tax advisors about their particular situation.

A Foreign Investor may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

Investor Reporting Obligations with Respect to Foreign Bank and Financial Accounts Investors that are U.S. persons and own, directly or indirectly, more than 50% of the Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Investors should consult a tax advisor, and persons investing in the Fund through an intermediary should consult their intermediary, regarding the applicability to them of this reporting requirement.

Other Reporting and Withholding Requirements Sections 1471-1474 of the Code and the U.S. Treasury regulations and IRS guidance issued thereunder (collectively, “FATCA”) generally require the Fund to obtain information sufficient to identify the status of each of its interest holders under FATCA or under an applicable intergovernmental agreement (an “IGA”) between the United States and a foreign government. If an Investor fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that Investor on ordinary dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by the Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to Foreign Investors described above (e.g., short-term capital gain dividends and interest-related dividends).

Each prospective Investor is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements with respect to the prospective Investor’s own situation, including investments through an intermediary.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents General Considerations The U.S. federal income tax discussion set forth above is for general information only. Prospective Investors should consult their tax advisors regarding the specific federal tax consequences of purchasing, holding, and disposing of interests of the Fund, as well as the effects of state, local, foreign, and other tax law and any proposed tax law changes.

ERISA CONSIDERATIONS

Persons who are fiduciaries with respect to an employee benefit plan or other arrangement subject to ERISA (an “ERISA Plan”), and persons who are fiduciaries with respect to an IRA or Keogh plan, each of which is not subject to ERISA but is subject to the prohibited transaction rules of Section 4975 of the Code (together with ERISA Plans, “Plans”) should consider, among other things, the matters described below before determining whether to invest in the Fund.

ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, an obligation not to engage in a prohibited transaction and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, Department of Labor (“DOL”) regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan’s portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan’s purposes, an examination of the risk and return factors, the portfolio’s composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the income tax consequences of the investment (see “Certain Tax Considerations—Tax-Exempt Investors”) and the projected return of the total portfolio relative to the ERISA Plan’s funding objectives. Before investing the assets of an ERISA Plan in the Fund, a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. For example, a fiduciary should consider whether an investment in the Fund may be too illiquid or too speculative for a particular ERISA Plan, and whether the assets of the ERISA Plan would be sufficiently diversified. If a fiduciary with respect to any such ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary itself may be held liable for losses incurred by the ERISA Plan as a result of such breach.

Because the Fund is registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be the assets of any Plan investing in the Fund for purposes of ERISA’s (or the Code’s) fiduciary responsibility and prohibited transaction rules. Thus, the Adviser will not be a fiduciary within the meaning of ERISA by reason of its authority with respect to the assets of the Fund.

The Adviser will require a Plan which proposes to invest in the Fund to represent that it and any fiduciaries responsible for such Plan’s investments (including in its individual or corporate capacity, as may be applicable) are aware of and understand the Fund’s investment objective, policies and strategies, and that the decision to invest plan assets in the Fund was made with appropriate consideration of relevant investment factors with regard to the Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and/or the Code.

Certain prospective Investors that are Plans may currently maintain relationships with the Adviser or other entities which are affiliated with the Adviser. Each of such persons may be deemed to be a “party in interest” under ERISA (or “disqualified person” under Section 4975 of the Code) to and/or a fiduciary (under ERISA or Section 4975 of the Code) of any Plan to which it provides investment management, investment advisory or other services. ERISA prohibits (and the Code penalizes) the use of ERISA and Plan assets for the benefit of a party in interest (or disqualified person) and also prohibits (or penalizes) an ERISA or Plan fiduciary from using its position to cause such Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Investors that are Plans should consult with counsel to determine if participation in the Fund is a transaction which is prohibited (or penalized) by ERISA or the Code. Fiduciaries of Investors that are Plans will be required to represent (including in their individual or corporate capacity, as applicable) that the decision to invest in the Fund was made by them as fiduciaries that are independent of such

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents affiliated persons, that such fiduciaries are duly authorized to make such investment decision and that they have not relied on any individualized advice or recommendation of such affiliated persons, as a primary basis for the decision to invest in the Fund, unless such purchase and holding is pursuant to an applicable exemption, such as Prohibited Transaction Class Exemption (“PTCE”) 77-3 or PTCE 77-4.

Employee benefit plans which are not subject to ERISA may be subject to other rules governing such plans. Fiduciaries of these plans, whether or not subject to Section 4975 of the Code, should consult with their own legal advisors regarding such matters.

The provisions of ERISA and the Code are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA and the Code contained in this Prospectus is general and may be affected by future publication of regulations and rulings. Potential Investors that are Plans should consult their legal advisors regarding the consequences under ERISA and the Code of the acquisition and ownership of Units.

ADDITIONAL INFORMATION

The following is a summary description of additional items and of select provisions of the Fund’s LLC Agreement and by-laws (“By-Laws”) which are not described elsewhere in this Prospectus. With respect to the select provisions of the LLC Agreement, the description of such provisions is not definitive and reference should be made to the LLC Agreement contained in Appendix A.

Board Management of the Fund The Directors of the Fund oversee generally the operations of the Fund. The Fund enters into contractual arrangements with various parties, including among others the Adviser, AMG Funds LLC, the Fund’s Administrator and Sponsor, the Distributor, and the Fund’s custodian, transfer agent, and accountants, each of whom provides services to the Fund. Investors are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any Investor any right to enforce such arrangements against the service providers or to seek any remedy thereunder against the service providers, either directly or on behalf of the Fund.

Forum for Adjudication of Disputes. The Fund’s By-Laws provide that unless the Fund consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Fund or the Investors, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other agent of the Fund to the Fund or the Fund’s Investors, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Limited Liability Company Act, the Fund’s LLC Agreement or By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the LLC Agreement or By-Laws or any agreement contemplated by any provision of the 1940 Act, LLC Agreement or By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (each, a “Covered Action”), or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware. The By-Laws further provide that if any Covered Action is filed in a court other than in a federal or state court sitting with the State of Delaware (“a Foreign Action”) in the name of any Investor, such Investor shall be deemed to have consented to (i) the personal jurisdiction of the State of Delaware in connection with any action brought in any such courts to enforce the preceding sentence (an “Enforcement Action”) and (ii) having service of process made upon such Investor in any such Enforcement Action by service upon such Investor’s counsel in the Foreign Action as agent for such Investor.

Any person purchasing or otherwise acquiring or holding any Units of the Fund will be (i) deemed to have notice of and consented to the foregoing paragraph and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in the foregoing paragraph.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents This forum selection provision may limit an Investor’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Directors, officers or other agents of the Fund and its service providers, which may discourage such lawsuits with respect to such claims. If a court were to find the forum selection provision contained in the By-Laws to be inapplicable or unenforceable in an action, the Fund may incur additional costs associated with resolving such action in other jurisdictions.

Neither this Prospectus nor any contract that is an exhibit hereto is intended to, nor does it, give rise to any agreement or contract between the Fund and any Investor, or give rise to any contractual or other rights in any individual Investor, group of Investors or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

Derivative and Direct Claims of Investors. The Fund’s LLC Agreement provides that an Investor may not commence a proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the Investors, 120 days have elapsed from the date the demand was made, unless in either case the Investor has earlier been notified that the demand has been rejected. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of Investors, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the Investors, and no suit, proceeding or other action shall be commenced or maintained after a decision to reject a demand.

An Investor may not bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under the LLC Agreement, the Securities Act or the 1940 Act, unless the Investor has obtained authorization from a majority of the Independent Directors to bring the action. In its sole discretion, the Board may submit the matter to a vote of Investors of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of Investors, shall be binding upon the Investor seeking authorization.

Liability of Investors Investors in the Fund will be members of a limited liability company as provided under Delaware law. Under Delaware law and the LLC Agreement, an Investor will not be liable for the debts, obligations, or liabilities of the Fund solely by reason of being an Investor, except that the Investor may be obligated to repay any funds wrongfully distributed to the Investor.

Duty of Care of the Board and the Adviser The LLC Agreement provides that none of the Directors, officers of the Fund, Adviser, or the Sponsor (including any officer, director, member, partner, principal, employee, or agent of the Adviser or Sponsor and each of their respective affiliates) shall be liable to the Fund or any of the Investors for any loss or damage occasioned by any act or omission in the performance of their respective services under the LLC Agreement, unless such loss or damage was due to an act or omission of such person constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. The LLC Agreement also contains provisions for the indemnification, to the extent permitted by law, of the Directors, officers of the Fund, Adviser, Sponsor, or any of their affiliates, by the Fund, against any damages, liability, and expense to which any of them may be liable; (i) by reason of being or having been a Director or officer of the Fund, the Adviser, the Sponsor or officer, director, member, partner, principal, employee or agent of the Adviser or Sponsor or any of their respective affiliates; or (ii) which arises in connection with the performance of their activities on behalf of the Fund. The rights of indemnification and exculpation provided under the LLC Agreement do not provide for indemnification of a director for any liability, including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith, to the extent, but only to the extent, that such indemnification would be in violation of applicable law.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Amendment of the LLC Agreement Subject to the limitations of Section 8.1(b) of the LLC Agreement, the LLC Agreement may be amended with the approval of (i) the Board, including a majority of the Independent Directors, if required by the 1940 Act; and (ii) if required by the 1940 Act, the approval of the Investors by such vote as is required by the 1940 Act.

Power of Attorney By purchasing an interest in the Fund, each Investor will appoint the Sponsor and each of the Directors his or her attorney-in-fact for purposes of filing required certificates and documents relating to the formation and continuance of the Fund as a limited liability company under Delaware law or signing all instruments effecting authorized changes in the Fund or the LLC Agreement and conveyances and other instruments deemed necessary to effect the dissolution or termination of the Fund. With respect to the dissolution of the Fund, the power of attorney will extend to any liquidator of the Fund’s assets.

The power-of-attorney granted in the LLC Agreement is a special power-of-attorney coupled with an interest in favor of the Sponsor and each of the Directors and as such is irrevocable and continues in effect until all of such Investor’s interest in the Fund has been withdrawn pursuant to a periodic tender or transferred to one or more transferees that have been approved by the Board.

Term, Dissolution and Liquidation The Fund will be dissolved: • upon the affirmative vote to dissolve the Fund by the Board; • upon the determination of Investors not to continue the business of the Fund at a meeting called by the Sponsor when no Director remains or if the required number of Directors is not elected within sixty (60) days after the date on which the last Director ceased to act in that capacity; • at the election of the Sponsor, subject to ratification by the Board; or • as required by operation of law.

Upon the occurrence of any event of dissolution, the Board, acting directly, or a liquidator under appointment by the Board, is charged with winding up the affairs of the Fund and liquidating its assets. Upon the dissolution of the Fund, its assets are to be distributed (1) first to satisfy the debts and liabilities of the Fund, other than debts and liabilities to Investors, including actual or anticipated liquidation expenses, (2) next to satisfy debts or liabilities owing to the Investors that hold non-interest bearing promissory notes of the Fund as a result of having previously tendered their Units to the Fund for repurchase; (3) next to satisfy debts or liabilities owing to the Investors; and (4) finally to the Investors proportionately in accordance with their investment in the Fund. The Board or liquidator may distribute ratably in kind any assets of the Fund, provided such assets are valued pursuant to provisions of the LLC Agreement.

Reports to Investors The Fund will furnish to Investors as soon as practicable after the end of each taxable year (and/or each calendar year) such information as is necessary for such Investors to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. The Fund will send to Investors a semi-annual and an audited annual report within sixty (60) days after the close of the period for which it is being made, or as otherwise required by the 1940 Act. Quarterly reports from the Adviser regarding the Fund’s operations during such period will be posted to the Fund’s investor’s web portal.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS OF THE SAI

PAGE INVESTMENT POLICIES 1 FUNDAMENTAL INVESTMENT RESTRICTIONS 1 ADDITIONAL INFORMATION ON INVESTMENT TECHNIQUES OF INVESTMENT FUNDS AND RELATED RISKS 2 MANAGEMENT OF THE FUND 3 PORTFOLIO MANAGEMENT 11 CODES OF ETHICS 12 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 12 INVESTMENT MANAGEMENT AND OTHER SERVICES 14 BROKERAGE ALLOCATION AND OTHER PRACTICES 16 PROXY VOTING POLICIES AND PROCEDURES 17 CERTAIN U.S. FEDERAL INCOME TAX MATTERS 18 FINANCIAL STATEMENTS 33 APPENDIX A: ADVISER PROXY VOTING POLICIES AND PROCEDURES A-1

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents APPENDIX A: LIMITED LIABILITY COMPANY AGREEMENT

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents AMENDMENT NO. 1 DATED AS OF OCTOBER 22, 2015 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF AMG PANTHEON PRIVATE EQUITY FUND, LLC DATED AS OF MAY 16, 2014

WHEREAS, pursuant to Section 2.2 of the Limited Liability Company Agreement (the “Limited Liability Company Agreement”) of AMG Pantheon Private Equity Fund, LLC (the “Fund”), the Board of Directors of the Fund (the “Board”) is permitted to adopt a name for the Fund other than “AMG Pantheon Private Equity Fund”; and

WHEREAS, on September 18, 2015, the Board voted to change the name of the Fund to “AMG Pantheon Fund, LLC,” and authorized AMG Funds LLC and the officers of the Fund to amend the Limited Liability Company Agreement to reflect the adoption of the new name of the Fund;

NOW, THEREFORE, consistent with Section 8.1 of the Limited Liability Company Agreement, the Limited Liability Company Agreement is hereby amended as follows: 1. Amendments to the Limited Liability Company Agreement. Effective upon the date hereof, Section 2.2 of the Limited Liability Company Agreement is hereby amended to read in its entirety as follows: “2.2 Name. The name of the Fund shall be “AMG Pantheon Fund, LLC” or such other name as the Board hereafter may adopt upon causing an appropriate amendment to this Agreement to be adopted and to the Certificate to be filed in accordance with the Delaware Act. The Fund’s business may be conducted under the name of the Fund or, to the fullest extent permitted by law, any other name or names deemed advisable by the Board.” 2. Miscellaneous. Capitalized terms used but not defined in this Amendment have the meanings given in the Limited Liability Company Agreement. Except as expressly provided in this Amendment, the terms and provisions of the Limited Liability Company Agreement remain unmodified and are confirmed as being in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws provisions. The headings in this Amendment are inserted for convenience of reference only and shall not be a part of or control or affect the meaning hereof.

[Remainder of page intentionally left blank]

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents IN WITNESS WHEREOF, the undersigned have executed this Amendment as of September 18, 2015.

ALL MEMBERS:

By: AMG FUNDS LLC, as attorney-in-fact

By: /s/ Keitha L. Kinne Name: Keitha L. Kinne Title: Chief Operating Officer

BOARD OF DIRECTORS

By: /s/ Christine C. Carsman Christine C. Carsman, Director

By: /s/ Kurt Keilhacker Kurt Keilhacker, Director

By: /s/ Eric Rakowski Eric Rakowski, Director

By: /s/ Victoria Sassine Victoria Sassine, Director

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents

AMG PANTHEON PRIVATE EQUITY FUND, LLC

LIMITED LIABILITY COMPANY AGREEMENT

Dated and effective as of May 16, 2014

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS 1 ARTICLE II ORGANIZATION; ADMISSION OF MEMBERS; BOARD 4 2.1 Formation of Limited Liability Company. 4 2.2 Name. 5 2.3 Principal and Registered Office. 5 2.4 Duration. 5 2.5 Business of the Fund. 5 2.6 The Board. 5 2.7 Members. 6 2.8 Organizational Member. 6 2.9 Both Directors and Members. 7 2.10 Limited Liability. 7 ARTICLE III MANAGEMENT 7 3.1 Management and Control. 7 3.2 Actions by the Board. 8 3.3 Meetings of Members. 8 3.4 Other Activities of Members, Directors, the Adviser, and the Sponsor. 10 3.5 Duty of Care. 10 3.6 Indemnification. 11 3.7 Fees, Expenses and Reimbursement. 13 3.8 Liabilities and Duties. 15 ARTICLE IV TERMINATION OF STATUS OR REMOVAL OF ADVISER AND SPONSOR; TRANSFERS AND REPURCHASES 15 4.1 Termination of Status of the Adviser. 15 4.2 Termination of Status of the Sponsor. 15 4.3 Transfer of Units. 16 4.4 Repurchase of Units. 16 ARTICLE V UNITS 19 5.1 Units. 19 ARTICLE VI DISSOLUTION AND LIQUIDATION 21 6.1 Dissolution. 21 6.2 Liquidation of Assets. 22 ARTICLE VII ACCOUNTING, VALUATIONS AND WITHHOLDING 23 7.1 Accounting and Reports. 23

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 7.2 Valuation of Assets. 23 7.3 Withholding. 23 ARTICLE VIII MISCELLANEOUS PROVISIONS 24 8.1 Amendment of Limited Liability Company Agreement. 24 8.2 Special Power of Attorney. 25 8.3 Notices. 26 8.4 Agreement Binding Upon Successors and Assigns. 27 8.5 Applicability of 1940 Act and Form N-2. 27 8.6 Choice of Law; Derivative and Direct Claims. 27 8.7 Not for Benefit of Creditors. 28 8.8 Consents. 28 8.9 Merger and Consolidation. 28 8.10 Pronouns. 28 8.11 Confidentiality. 28 8.12 Certification of Tax Status. 29 8.13 Severability. 29 8.14 Filing of Returns. 30 8.15 Tax Election. 30 8.16 Entire Agreement. 30 8.17 Discretion. 30 8.18 Counterparts. 30 8.19 Effectiveness. 30

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents AMG PANTHEON PRIVATE EQUITY FUND, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of AMG PANTHEON PRIVATE EQUITY FUND, LLC (the “Fund”) is dated and effective as of May 16, 2014 by and among the Organizational Member, Pantheon Ventures (US) LP, as Adviser, AMG Funds LLC, as Sponsor, the Directors identified on Schedule I hereto, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.

W I T N E S S E T H:

WHEREAS, the Fund heretofore has been formed as a limited liability company under the Delaware Limited Liability Company Act, pursuant to the Certificate dated as of May 16, 2014 and filed with the Secretary of State of the State of Delaware on May 16, 2014;

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants hereinafter set forth, it is hereby agreed as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement: 1934 Act means the Securities Exchange Act of 1934 and the rules, regulations, and orders thereunder, as amended from time to time, or any successor law.

1940 Act means the Investment Company Act of 1940 and the rules, regulations, and orders thereunder, as amended from time to time, or any successor law.

Adviser means Pantheon Ventures (US) LP in its capacity as investment adviser under the Investment Advisory Agreement, or any successor investment adviser to the Fund.

Advisers Act means the Investment Advisers Act of 1940 and the rules, regulations, and orders thereunder, as amended from time to time, or any successor law.

Affiliate means affiliated person as such term is defined in the 1940 Act.

Agreement means this Limited Liability Company Agreement, as amended and/or restated from time to time.

Board means the Board of Directors established pursuant to Section 2.6 hereof.

Certificate means the Certificate of Formation of the Fund and any amendments thereto as filed with the office of the Secretary of State of the State of Delaware.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Class means any division of Units, which is or has been established in accordance with the provisions of Section 5.1 hereof.

Closing Date means the first date on or as of which a Member other than the Organizational Member is admitted to the Fund.

Code means the United States Internal Revenue Code of 1986, as amended and as hereafter amended from time to time, or any successor law.

Delaware Act means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) as in effect on the date hereof and as amended from time to time, or any successor law.

Director means each natural person listed on Schedule I hereto who serves on the Board and any other natural person who, from time to time, pursuant hereto shall serve on the Board. Each Director shall constitute a “manager” of the Fund within the meaning of the Delaware Act, with such powers and authority as set forth in this Agreement.

Electronic Transmission means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by the recipient thereof and that may be directly reproduced in paper form by such recipient through an automated process.

Fiscal Period means the period commencing on the Closing Date, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (1) the last day of a Fiscal Year; (2) the last day of a taxable year (if that day is not the last day of a Fiscal Year); (3) the day preceding any day as of which the Fund issues Units; (4) the day preceding any day as of which the Fund admits a substituted Member to whom a Unit of a Member has been Transferred (unless there is no change of beneficial ownership); or (5) any day on which the Fund makes any distribution to, or repurchases any Units of, any Member.

Fiscal Year means the period commencing on the Closing Date and ending on the first March 31st following the Closing Date, and thereafter each period commencing on April 1st of each year and ending on March 31st of the succeeding year (or on the date of a final distribution pursuant to Section 6.2 hereof), unless the Board shall designate another fiscal year for the Fund that is a permissible fiscal year under the Code.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Form N-2 means the Fund’s Registration Statement on Form N-2, as amended from time to time, filed with the Securities and Exchange Commission.

Fund means the limited liability company governed hereby, as such limited liability company may from time to time be constituted.

Independent Directors means those Directors who are not “interested persons” of the Fund as such term is defined in the 1940 Act.

Insurance means any insurance policy, the benefits of which are payable to the Fund.

Investment Advisory Agreement means an investment advisory agreement entered into between the Adviser and the Fund, or an investment advisory agreement entered into between any successor investment adviser to the Fund and the Fund, as from time to time in effect.

Investment Funds means unregistered pooled investment vehicles and registered investment companies that are advised by an Investment Fund Manager.

Investment Fund Managers means portfolio managers among which the Fund deploys some or all of its assets.

Master Fund means AMG Pantheon Private Equity Master Fund, LLC, or any other investment fund in which, upon approval by the Board and any necessary approval of the Members pursuant to the 1940 Act, the Fund invests all or substantially all of its assets.

Member means any Person who is admitted to the Fund in accordance with this Agreement as a member of the Fund until the Fund repurchases the Units of such Person pursuant to Section 4.4 hereof or such Person otherwise ceases to be a member of the Fund, or a substitute Member who is admitted to the Fund pursuant to Section 4.3 hereof, in such Person’s capacity as a member of the Fund. For purposes of the Delaware Act, there are no other classes or groups of members other than those established pursuant to Section 5.1.

Net Assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities, and obligations of the Fund, calculated before giving effect to any repurchases of Units.

Organizational Member means the Person executing this Agreement in such capacity.

Person means any individual, entity, corporation, partnership, association, limited liability company, joint-stock company, trust, estate, joint venture, organization or unincorporated organization or any other “person” as defined in Section 18-101(12) of the Delaware Act.

Securities means securities (including, without limitation, equities, debt obligations, options, and other “securities” as that term is defined in Section 2(a)(36) of the 1940

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Act) and other financial instruments of U.S. and non-U.S. entities, including, without limitation, capital stock, shares of beneficial interests, partnership interests and similar financial instruments, as well as any contracts for forward or future delivery of any security, debt obligation, currency or commodity, all manner of derivative instruments and any contracts based on any index or group of securities, debt obligations, currencies or commodities, and any options thereon.

Sponsor means AMG Funds LLC.

Taxable Year means the period originally commencing on the Closing Date and ending on the first September 30 following the Closing Date, and thereafter each period commencing on October 1 of each year and ending on September 30 of the succeeding year (or on the date of a final distribution pursuant to Section 6.2 hereof), unless the Board shall designate another fiscal year for the Fund that is a permissible taxable year under the Code.

Transfer means the assignment, transfer, sale or other disposition of all or any portion of a Unit, including any right to receive any distributions attributable to a Unit.

Units means the equal proportionate shares into which the limited liability company interests of all Members are divided from time to time, each of which represents an interest in the Fund that is equal in all respects to all other Units and as to which the holder hereof has such appurtenant rights and obligations as are set forth in this Agreement, and includes fractions of Units as well as whole Units or, if more than one Class is authorized by the Board, the equal proportionate shares into which each Class of Units shall be divided from time to time, each of which represents an interest in the Fund that is equal in all respects to all other Units of the same Class and as to which the holder thereof has such appurtenant rights and obligations as are set forth in this Agreement, and includes fractions of Units as well as whole Units.

ARTICLE II

ORGANIZATION; ADMISSION OF MEMBERS; BOARD

2.1 Formation of Limited Liability Company. The filing of the Certificate by the Organizational Member, as authorized person within the meaning of the Delaware Act, is hereby ratified and confirmed, and the Organizational Member and any Person or Persons designated by the Board hereby are designated as authorized persons, within the meaning of the Delaware Act, to execute, deliver, and file all certificates (and any amendments and/or restatements thereof, including any amendments and/or restatements of the Certificate) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware. The Board shall cause to be executed and filed with applicable governmental authorities any other instruments, documents, and certificates which, in the opinion of the Fund’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware, or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement, and continue the valid existence and business of the Fund. The Organizational Member or any officer of the Fund

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents is also authorized to obtain on behalf of the Fund an Employer Identification Number from the Internal Revenue Service, EDGAR access codes from the Securities and Exchange Commission, and a CUSIP identifier from CUSIP Global Services. The Organizational Member was admitted to the Fund as a member of the Fund effective as of the time of the filing of the Certificate.

2.2 Name. The name of the Fund shall be “AMG Pantheon Private Equity Fund, LLC” or such other name as the Board hereafter may adopt upon causing an appropriate amendment to this Agreement to be adopted and to the Certificate to be filed in accordance with the Delaware Act. The Fund’s business may be conducted under the name of the Fund or, to the fullest extent permitted by law, any other name or names deemed advisable by the Board.

2.3 Principal and Registered Office. The Fund shall have its principal office at the principal office of the Sponsor, or at such other place designated from time to time by the Board.

The Fund shall have its registered office in the State of Delaware at 1209 Orange Street, Wilmington, DE 19801 and shall have CT Corporation as its registered agent at such registered office for service of process in the State of Delaware, unless a different registered office or agent is designated from time to time by the Board in accordance with the Delaware Act.

2.4 Duration. The term of the Fund commenced on the filing of the Certificate with the Secretary of State of the State of Delaware and shall continue until the Fund is dissolved pursuant to Section 6.1 hereof.

2.5 Business of the Fund. (a) The business of the Fund is to invest substantially all of its assets in the Master Fund. The Fund also may purchase, sell (including short sales), invest, and trade in Securities, invest its assets in Investment Funds, and engage in any financial or derivative transactions relating thereto or otherwise to engage in such other activities and to exercise such rights and powers as permitted under the Delaware Act. (b) The Fund shall operate as a closed-end, management investment company in accordance with the 1940 Act and subject to any fundamental policies and investment restrictions set forth in the Form N-2.

2.6 The Board. (a) The Organizational Member hereby designates those Persons listed on Schedule I, who shall agree to be bound by the terms of this Agreement pertaining to the obligations of Directors, to serve as Directors on the initial Board. From time to time, the Board

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents may fix the number of Directors or fill vacancies in the Directors, including vacancies arising from an increase in the number of Directors, or remove Directors with or without cause. Each Director shall serve during the continued lifetime of the Fund until he or she dies, resigns or is removed, or, if sooner, until the next meeting of Members called for the purpose of electing Directors and until the election and qualification of his or her successor. At any meeting called for the purpose, a Director may be removed by vote of the holders of two-thirds of the outstanding Units. Any Director may resign at any time by written instrument signed by him or her and delivered to any officer of the Fund or to a meeting of the Board. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Fund or otherwise authorized by the Board, no Director resigning and no Director removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. The Members may elect Directors at any meeting of Members called by the Board for that purpose and to the extent required by applicable law, including paragraphs (a) and (b) of Section 16 of the 1940 Act. The names and mailing addresses of the Directors shall be set forth in the books and records of the Fund. (b) If no Director remains, the Sponsor shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing one or more Directors. If the Members, voting pursuant to the provisions of Section 3.3, shall determine at such meeting not to continue the business of the Fund or if one or more Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

2.7 Members. The Board may admit one or more Members to the Fund as members of the Fund as of the first business day of each calendar month or at such other times as the Board may determine without the consent of any other Person. Members may be admitted to the Fund subject to the condition that each such Member shall execute an appropriate signature page of this Agreement or an instrument pursuant to which such Member agrees to be bound by all the terms and provisions hereof. The Board, the Sponsor, or any other Person to whom the Board has delegated such authority from time to time, in their absolute discretion, may reject applications for the purchase of Units in the Fund. The admission of any Person as a Member shall be effective upon the revision of the books and records of the Fund to reflect the name and the purchase of Units of such additional Member.

2.8 Organizational Member. [Reserved.]

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 2.9 Both Directors, the Adviser, the Sponsor and Members. A Person may at the same time be a Director and a Member, the Adviser and a Member, or the Sponsor and a Member, in which event such Person’s rights and obligations in each capacity shall be determined separately in accordance with the terms and provisions hereof and as provided in the Delaware Act.

2.10 Limited Liability. Except as otherwise provided under applicable law, none of the Members, Directors, Sponsor, nor, except to the extent provided in Section 3.6 hereof and in the Investment Advisory Agreement, the Adviser, shall be liable personally for the Fund’s debts, obligations or liabilities, whether arising in contract, tort or otherwise, solely by reason of being a member or manager of the Fund in an amount in excess of the Units of such Member, plus such Member’s share of undistributed profits and assets, except that a Member may be obligated to repay any funds wrongfully distributed to such Member.

ARTICLE III

MANAGEMENT

3.1 Management and Control. (a) The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and its duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Director’s authority as delegated by the Board. Except to the extent otherwise expressly provided in this Agreement, (i) each Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation; and (ii) each Independent Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company as such term is defined in the 1940 Act. During any period in which the Fund shall have no Directors, the Adviser shall continue to serve as investment adviser to the Fund, and each of the Adviser and the Sponsor shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Members or the Fund is dissolved in accordance with Section 6.1 hereof. (b) The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund’s business and shall have no right, power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or, subject to the terms of this Agreement, as otherwise required in the Delaware Act.

(d) The Board may delegate to any Person any rights, power, and authority vested by this Agreement in the Board to the extent permissible under applicable law.

3.2 Actions by the Board. (a) Unless provided otherwise in this Agreement or a higher or additional standard (e.g. approval by a majority of the Independent Directors) is required by the 1940 Act, any act to be taken by the Board may be taken: (i) by the affirmative vote of a majority of the Directors present at a meeting duly called at which a quorum of the Directors shall be present (in person or by telephone); or (ii) by consent, given in writing or by Electronic Transmission, of a majority of the Directors without a meeting. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting at least 24 hours in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a waiver of notice, given in writing or by Electronic Transmission, with respect to the meeting. Directors may attend and participate in any meeting by conference telephone or other communications equipment which permits all Directors participating in the meeting to hear each other. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents of the Fund who shall have the same powers and duties to act on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the Fund. The Persons listed on Schedule I are hereby designated as the initial officers of the Fund. Additional or successor officers of the Fund shall be chosen by the Board and shall consist of at least a President and a Secretary.

3.3 Meetings of Members. (a) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members at which a quorum is present. Except as otherwise provided in Section 2.6(b) hereof, meetings of the Members may be called by the Board or by Members holding one-third of the total number of votes eligible to be cast by all Members, and may be held at such time, date, and place as the Board or, to the extent applicable, the Sponsor, shall determine. The Board shall arrange to provide written notice of the meeting, stating the date, time, and place of the meeting and the record date therefor, to each Member entitled to vote at the meeting at least seven days prior to such meeting. Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be present at the meeting. Only matters set forth in the notice of a meeting

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents may be voted on by the Members at a meeting. The presence in person or by proxy of Members holding one-third of the total number of votes eligible to be cast by all Members as of the record date shall constitute a quorum at any meeting. Any meeting of Members may, by action of a Director or the President of the Fund, be adjourned from time to time with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter, and any adjourned session or sessions may be held, any time after the date set for the original meeting, without the necessity of further notice; upon motion of a Director or the President of the Fund, the question of adjournment may be (but is not required by this Agreement to be) submitted to a vote of the Members, and in that case, any adjournment with respect to one or more matters must be approved by the vote of a majority of the votes cast in person or by proxy at the meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and, if approved, such adjournment shall take place without the necessity of further notice. Unless a proxy is otherwise limited in this regard, any Units present and entitled to vote at a meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (i) those candidates receiving a plurality of the votes cast at any meeting of Members shall be elected as Directors, and (ii) all other actions of the Members taken at a meeting shall require the affirmative vote of Members holding a majority of the total number of votes eligible to be cast by those Members who are present in person or by proxy at such meeting. (b) On each matter submitted to a vote of Members, unless the Board determines otherwise, all Units of all Classes shall vote as a single class; provided, however, that: (i) as to any matter with respect to which the Board determines that a separate vote of any Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (ii) unless the Board determines that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Class and the interests of each such Class in the matter are identical, then the Units of all such affected Classes shall vote as a single class; and (iii) as to any matter which does not affect the interests of a particular Class, only the holders of Units of the one or more affected Classes shall be entitled to vote as determined by the Board in its sole discretion. (c) Subject to Section 3.3(b) above, each Member as of the record date for a meeting of Members shall be entitled to cast at such meeting one vote with respect to each Unit held by the Member, as of the record date (and a proportionate fractional vote in the case of a fractional Unit). The Board or, to the extent applicable, the Sponsor, shall establish a record date not less than 10 nor more than 90 days prior to the date of any meeting of Members to determine eligibility to vote at such meeting and the number of votes which each Member will be entitled to cast thereat, and shall maintain for each such record date a list setting forth the name of each Member entitled to vote at the Meeting and the number of votes that each Member will be entitled to cast at the meeting. (d) A Member may vote at any meeting of Members by a proxy properly given in writing or by Electronic Transmission or by any other means permitted by applicable law by the Member and filed with the Fund before or at the time of the meeting. A proxy may be suspended or revoked, as the case may be, by the Member giving the proxy by a later writing or

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Electronic Transmission or by any other means permitted by applicable law delivered to the Fund at any time prior to exercise of the proxy, or if the Member giving the proxy shall be present at the meeting and decide to vote in person. Any action of the Members that is permitted to be taken at a meeting of the Members may be taken without a meeting if consents in writing or by Electronic Transmission are signed by Members holding a majority of the total number of votes eligible to be cast or such greater percentage as may be required in order to approve such action.

3.4 Other Activities of Members, Directors, the Adviser, and the Sponsor. (a) None of the Directors or officers of the Fund nor the Adviser or Sponsor shall be required to devote full time to the affairs of the Fund, but shall devote such time as may reasonably be required to perform their obligations under this Agreement and any other agreement they may have with the Fund. (b) The Adviser, Sponsor, and any Member, officer of the Fund, Director, or Affiliates of any of them, may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, acquisition and disposition of Securities and Investment Funds, provision of investment advisory or brokerage services, serving as directors, officers, employees, advisors or agents of other companies, partners of any partnership, members of any limited liability company, or trustees of any trust, or entering into any other commercial arrangements. No Member shall have any rights in or to such activities of the Adviser, Sponsor, or any other Member, officer of the Fund, Director, or Affiliates of any of them, or any profits derived therefrom, and the pursuit of such activities, even if competitive with the activities of the Fund, shall not be deemed wrongful or improper. No such Person shall be liable to the Fund or any Members for breach of any fiduciary or other duty by reason of the fact that such Person takes any such action or pursues or acquires for, or directs an opportunity to another Person or does not communicate such opportunity to the Fund.

3.5 Duty of Care. (a) The Directors, officers of the Fund, the Adviser, the Sponsor, including any officer, director, member, partner, principal, employee or agent of the Adviser or Sponsor and each of their respective affiliates, shall not be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of such Person’s services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Person constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Person’s duties hereunder. (b) A Member not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for a Unit shall be liable to the Fund, any other Member or third parties only as required by applicable law or otherwise provided in this Agreement.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 3.6 Indemnification. (a) To the fullest extent permitted by law, the Fund shall, subject to Section 3.6(b) hereof, indemnify each Director (including for this purpose their executors, heirs, assigns, successors, or other legal representatives), each officer of the Fund, the Adviser, the Sponsor, each officer, director, member, partner, principal, employee or agent of the Adviser or Sponsor, and each of their respective affiliates, and the executors, heirs, assigns, successors or other legal representatives of each of the foregoing, and of any Person who controls or is under common control, or otherwise is affiliated, with the Adviser or Sponsor and their executors, heirs, assigns, successors, or other legal representatives) against all losses, claims, damages, liabilities, costs, and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter, by reason of being or having been a Director, an officer of the Fund, the Adviser, or the Sponsor, any officer, director, member, partner, principal, employee or agent of the Adviser or Sponsor or any of their respective affiliates, or the past or present performance of services to the Fund by such indemnitee, except to the extent such loss, claim, damage, liability, cost, or expense shall have been finally determined in a non-appealable decision on the merits in any such action, suit, investigation, or other proceeding to have been incurred or suffered by such indemnitee by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitee’s office. The rights of indemnification provided under this Section 3.6 shall not be construed so as to provide for indemnification of an indemnitee for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 3.6 to the fullest extent permitted by law. (b) Expenses, including reasonable counsel fees, so incurred by any such indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), may be paid from time to time by the Fund in advance of the final disposition of any such action, suit, investigation, or proceeding upon receipt of an undertaking by or on behalf of such indemnitee to repay to the Fund amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized under Section 3.6(a) hereof; provided, however, that (i) such indemnitee shall provide security for such undertaking, (ii) the Fund shall be insured by or on behalf of such indemnitee against losses arising by reason of such indemnitee’s failure to fulfill his or its undertaking, or (iii) a majority of the Directors (excluding any Director who is seeking advancement of expenses hereunder) or independent legal counsel in a written opinion shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe such indemnitee ultimately will be entitled to indemnification. (c) As to the disposition of any action, suit, investigation, or proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents adjudication or a decision on the merits by a court, or by any other body before which the proceeding shall have been brought, that an indemnitee is liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitee’s office, indemnification shall be provided pursuant to Section 3.6(a) hereof if (i) approved as in the best interests of the Fund by a majority of the Directors (excluding any Director who is seeking indemnification hereunder) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that such indemnitee is not liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitee’s office, or (ii) the Board secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that such indemnitee is not liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitee’s office. (d) Any indemnification or advancement of expenses made pursuant to this Section 3.6 shall not prevent the recovery from any indemnitee of any such amount if such indemnitee subsequently shall be determined in a decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to such indemnification or advancement of expenses to be liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitee’s office. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 3.6 it shall be a defense that, and in any suit in the name of the Fund to recover any indemnification or advancement of expenses made pursuant to this Section 3.6 the Fund shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in this Section 3.6. In any such suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made pursuant to this Section 3.6, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 3.6 shall be on the Fund (or any Member acting derivatively or otherwise on behalf of the Fund or its Members). (e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 3.6 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Member, the Adviser nor the Sponsor shall be personally liable with respect to any such claim for indemnification or advancement of expenses, except to the extent provided in Section 2.10 hereof. (f) The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any Person may be entitled by contract or otherwise under law. Nothing contained in this Section 3.6 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any officer of the Fund, a Director, the Adviser, the Sponsor or other Person.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 3.7 Fees, Expenses and Reimbursement. (a) The Board may cause the Fund to compensate each Director for his or her services hereunder. In addition, the Fund shall reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement. (b) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Advisory Agreement. Expenses to be borne by the Fund (whether borne directly or indirectly through and in proportion to, the Fund’s interest in the Master Fund) (and, thus, indirectly by Members) include, but are not limited to, the following: (1) all expenses related to its investment program, including, but not limited to: (i) expenses borne indirectly through the Master Fund’s investments in the Investment Funds, or expenses borne through the Fund’s investments in the Investment Funds, if applicable in each case, including, without limitation, any fees and expenses charged by the Investment Fund Managers (such as management fees, performance, carried interests, or incentive fees or allocations, monitoring fees, property management fees, and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Master Fund’s or the Fund’s investments in Investment Funds (whether or not consummated), and enforcing the Fund’s and Master Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; (2) the management fee paid by the Fund and the Master Fund to the Adviser in consideration of the advisory and other services provided by the Adviser to the Fund and the Master Fund; (3) any distribution and/or service fees to be paid pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; (4) all costs and expenses (including costs and expenses associated with the organization and initial registration of the Fund and the Master Fund) associated with the operation and registration of the Fund and the Master Fund, including, without limitation, all costs and expenses associated with the repurchase offers, offering costs, and the costs of compliance with any applicable Federal or state laws;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (5) fees of the Independent Directors of the Fund and the independent directors of the Master Fund and the fees and expenses of independent counsel thereto, and the costs and expenses of holding any meetings of the Board or Members, or of the board of directors or members of the Master Fund, in each case that are regularly scheduled, permitted or required to be held under the terms of this Agreement or the limited liability company agreement of the Master Fund, as applicable, the 1940 Act, or other applicable law; (6) a portion, as determined by the Board, of the compensation payable to the Fund’s and the Master Fund’s chief compliance officer, and expenses attributable to implementing the Fund’s and the Master Fund’s compliance program; (7) the fees and disbursements of any attorneys, accountants, independent registered public accounting firms, and other consultants and professionals engaged on behalf of the Fund and the Independent Directors and the Master Fund and its independent directors; (8) the costs of a fidelity bond and any liability or other insurance obtained on behalf of the Fund or the Directors or the officers of the Fund or the Master Fund or the directors or the officers of the Master Fund; (9) recordkeeping, custody and transfer agency fees and expenses of the Fund and the Master Fund; (10) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members or potential members or the Master Fund’s members or potential members; (11) all expenses of computing the Fund’s and the Master Fund’s net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s and the Master Fund’s investment portfolio, including appraisal and valuation services provided by third parties; (12) all charges for equipment or services used for communications between the Fund or the Master Fund and any custodian, or other agent engaged by the Fund or the Master Fund; (13) fees of custodians, other service providers to the Fund or the Master Fund including transfer agents and depositaries (including The Depository Trust & Clearing Corporation and National Securities Clearing Corporation), and other Persons providing administrative services to the Fund or the Master Fund; (14) any extraordinary expenses, including, without limitation, litigation or indemnification expenses, excise taxes and costs incurred in connection

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents with holding and/or soliciting proxies for a meeting of Members or members of the Master Fund; (15) all taxes to which the Fund or the Master Fund may be subject, directly or indirectly, and whether in the United States, any state thereof or any other U.S. or non-U.S. jurisdictions; and (16) such other types of expenses as may be approved from time to time by the Board or the board of directors of the Master Fund.

Except as set forth in the Investment Advisory Agreement, the Adviser shall be entitled to reimbursement from the Fund for any of the above expenses that the Adviser pays on behalf of the Fund. (c) The Fund from time to time, alone or in conjunction with other accounts for which the Adviser or Sponsor, or any Affiliate of the Adviser or Sponsor, acts as general partner, managing member or investment adviser, may purchase Insurance in such amounts, from such insurers and on such terms as the Board shall determine.

3.8 Liabilities and Duties. To the fullest extent permitted by applicable law, the Members agree that the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Member, officer of the Fund, a Director or other Person otherwise existing at law or in equity, replace such other duties and liabilities of such Member, officer of the Fund, Director or other Person.

ARTICLE IV

TERMINATION OF STATUS OR REMOVAL OF ADVISER AND SPONSOR;

TRANSFERS AND REPURCHASES

4.1 Termination of Status of the Adviser. The status of the Adviser as Adviser and a manger shall terminate if the Investment Advisory Agreement with the Adviser terminates and the Fund does not enter into a new Investment Advisory Agreement with such Person, effective as of the date of such termination.

4.2 Termination of Status of the Sponsor. The status of AMG Funds LLC as Sponsor and a manager shall terminate if the AMG Funds LLC shall voluntarily withdraw as Sponsor with written notice to the Board.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 4.3 Transfer of Units. (a) Units may be Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of such Member or (ii) with the written consent of the Board or the Sponsor (which may be withheld in each of its sole and absolute discretion). (b) If any transferee does not meet any investor eligibility requirements established by the Fund from time to time, or if neither the Board nor the Sponsor consents to a Transfer, the Fund reserves the right to repurchase the transferred Units from the Member’s successor pursuant to Section 4.4. (c) Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the right to tender such Units for repurchase by the Fund in connection with an offer to purchase such Units made by the Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such Units, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board or the Sponsor (or a delegate of either of them), which may be withheld in each of its (or each delegate’s) sole discretion. The admission to the Fund of any transferee or successor as a substituted Member shall be effective upon such consent and the execution and delivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement, without the consent of any other Person. (d) Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (e) Each transferring Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such Transfer. Upon the Transfer to another Person or Persons of a Member’s Units, such transferring Member shall cease to be a member of the Fund with respect to such Units. Unless prohibited by applicable law (and then only to the extent so prohibited) each transferring Member shall indemnify and hold harmless the Fund, the Sponsor, the Adviser, the Directors, the officers of the Fund, each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such Persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.3 and (ii) any misrepresentation by such Member (or such Member’s transferee) in connection with any such Transfer.

4.4 Repurchase of Units. (a) Except as otherwise provided in this Agreement, no Member or other Person holding any Units shall have the right to withdraw or tender to the Fund for repurchase of

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents any such Units. The Board may from time to time, and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to offer to repurchase Units from Members, including the Adviser, Sponsor or any Affiliates thereof, pursuant to written tenders. In determining whether to cause the Fund to offer to repurchase Units from Members pursuant to written tenders, the Board shall consider the following factors, among others: (1) whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase; (2) whether any Members have requested to tender Units to the Fund; (3) the liquidity of the Fund’s and the Master Fund’s assets (including fees and costs associated with disposing of the Fund’s and the Master Fund’s interests in underlying Investment Funds); (4) the investment plans and working capital and reserve requirements of the Fund; (5) the relative economies of scale of the tenders with respect to the size of the Fund; (6) the history of the Fund in repurchasing Units; (7) the availability of information as to the value of the Fund’s and the Master Fund’s investments in underlying Investment Funds; (8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; (9) the anticipated tax consequences to the Fund of any proposed repurchases of Units; and (10) the recommendations of the Adviser or Sponsor.

The Board shall cause the Fund to repurchase Units pursuant to written tenders only on terms fair to the Fund and to all Members and Persons holding Units acquired from Members, as applicable. (b) The Board may cause the Fund to repurchase all or any portion of the Units of a Member or any Person acquiring any Units from or through a Member if the Board determines or has reason to believe that: (1) such Units have been transferred in violation of Section 4.3 hereof, or such Units have vested in any Person by operation of law (i.e., the result of the

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Member); (2) if any transferee does not meet any investor eligibility requirements established by the Fund from time to time; (3) ownership of such Units by a Member or other Person is likely to cause the Fund or the Master Fund to be in violation of, or require registration of any Units under, or subject the Fund or the Master Fund to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction; (4) continued ownership of such Units by a Member may be harmful or injurious to the business or reputation of the Fund, the Master Fund, the Adviser, or the Sponsor, or may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal or regulatory consequences; (5) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Units was not true when made or has ceased to be true; (6) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Units; (7) the investment balance of the Member falls below the amount the Board determines from time to time to be a minimum investment in the Fund or rises above the amount the Board determines from time to time to be a maximum investment in the Fund; or (8) it would be in the interests of the Fund, as determined by the Board, for the Fund to repurchase such Units. (c) Repurchases of Units by the Fund shall be payable in non-interest bearing promissory notes with such terms as determined by the Board in its discretion, unless the Board, in its discretion, determines otherwise, or, in the discretion of the Board, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board may impose and shall be effective as of a date set by the Board after receipt by the Fund of all eligible written tenders of Units as of a date set by the Board. The amount due to any Member whose Units are repurchased shall be equal to the net asset value of such Member’s Units as applicable as of the effective date of repurchase, subject to any applicable early repurchase fee, and subject to subsequent adjustment, in the discretion of the Adviser or the Sponsor, in the event that additional relevant information becomes available following the Fund’s annual audit. (d) If, at any time after the first two full years of the Fund’s operations, a Member submits to the Fund a written request to commence a repurchase offer and the Fund

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents does not, within two years from the date of such written request, commence a repurchase offer for at least 5% of the Net Assets of the Fund, the Fund promptly will thereafter offer to all then Members the opportunity to contribute their Units to a special purpose vehicle (an “SPV”) to be registered under the 1940 Act or exempt from such registration and having the investment objective to liquidate at least 90% of its assets within three full fiscal years of such contribution. Any such offer to contribute will be made pursuant to an offering registered under the Securities Act of 1933, as amended, or pursuant to offering exempt from such registration. Any SPV organized pursuant to this section will not bear any investment advisory or investment management fees after the three fiscal year period.

ARTICLE V

UNITS

5.1 Units. (a) The limited liability company interests in the Fund shall be divided into such transferable Units of one or more separate and distinct Classes of Units as the Board, in its sole discretion and without Member approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund (i) to create, establish and designate, and to change in any manner, any initial Class or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be superior to the preferences, voting powers, rights and privileges of any existing class, as the Board may from time to time determine; (ii) to divide or combine the Units or any Classes into a greater or lesser number, provided that such division or combination does not change the proportionate beneficial interest in the assets of the Fund of any Member or other holder of Units or in any way affect the rights of Units; (iii) to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the Units as the Board may deem desirable. Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Unit of a particular Class shall be equal with respect to net asset value per Unit of that Class as against each other Unit of that Class. The rights attaching to all Units of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation), and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Units of each Class and the number of Units that may be issued is unlimited, and, subject to Section 2.7 hereof and Section 5.1(k) hereof, the Board may issue Units of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Units or a split

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of Units), or may reduce the number of issued Units in proportion to the relative net asset value of the Units then outstanding, all without action or approval of the Members. All Units when so issued on the terms determined by the Board shall be fully paid and non-assessable;

(c) All references to Units in this Agreement shall be deemed to be Units of any or all Classes as the context may require. All provisions herein relating to the Fund shall apply equally to each Class of the Fund except as the context otherwise requires; (d) In accordance with Section 2.8 hereof, any Director, officer or other agent of the Fund (including, without limitation, the Adviser and Sponsor), and any organization in which any such Person is interested may acquire, own, and dispose of Units of the Fund to the same extent as if such Person were not a Director, officer or other agent of the Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Units from any such Person or any such organization subject only to the limitations, restrictions or other provisions applicable to the sale or purchase of Units generally; (e) Units shall not be represented by certificates, but only by notation on the Unit records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The Unit records of the Fund, whether maintained by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the holders of each Class of Units and as to the number of Units of each Class held from time to time by each such Person; (f) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Fund generally and not to the account of any particular Member or holder of Units, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund; (g) The liabilities, expenses, costs, charges and reserves attributable to the Fund shall be charged and allocated to the assets belonging to the Fund generally and not to the account of any particular Member or holder of Units and shall be so recorded upon the books of account of the Fund; (h) Dividends and distributions on Units may be paid to the Members or holders of Units, with such frequency as the Board may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board may determine, from such of the income, capital gains accrued or realized, and capital and surplus, after providing for actual and accrued liabilities of the Fund and for any reasonable reserves as determined by the Board in its sole discretion. All dividends and distributions on Units shall be distributed pro rata to the Members or other holders of Units in proportion to the number of Units held by such Persons at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board may determine that no dividend or distribution shall be payable on Units as to which the Member’s purchase order and/or payment have not been received by the time or times established by the Board under such program or procedure.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Dividends and distributions on Units may be made in cash or Units or a combination thereof as determined by the Board or pursuant to any program that the Board may have in effect at the time for the election by each Member or other holder of Units of the mode of the making of such dividend or distribution to that Person. Any dividend or distribution paid in Units will be paid at the net asset value thereof as determined in accordance with Section 7.2 hereof. Notwithstanding anything in this Agreement to the contrary, the Board may at any time declare and distribute a dividend of Units or other property pro rata among the Members or other holders of Units at the date and time of record established for the payment of such dividends or distributions; (i) Notwithstanding anything to the contrary contained herein, none of the Directors or the Members, nor any other Person on behalf of the Fund, shall make a distribution to the Members on account of their interest in the Fund if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law; (j) Units shall be transferable only in accordance with Section 4.3 hereof; (k) The Board, subject to Section 2.7 hereof, may accept investments in the Fund by way of Unit purchase, from such Persons, on such terms (including minimum purchase amounts) and for such consideration, not inconsistent with the provisions of the 1940 Act, as they from time to time authorize or determine. Such investments may be in the form of cash, Securities or other property in which the Fund is authorized to invest, hold or own, valued as provided in Section 7.2 hereof. The Board may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase or sale of Units that conform to such authorized terms and to reject any purchase or sale orders for Units whether or not conforming to such authorized terms; (l) Units may be issued as fractions thereof. Any fractional Unit, if outstanding, shall carry proportionately all the rights and obligations of a whole Unit, including those rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Units, and liquidation of the Fund. Fractions of Units shall be calculated to three decimal points.

ARTICLE VI

DISSOLUTION AND LIQUIDATION

6.1 Dissolution. (a) The Fund shall be dissolved at any time there are no Members, unless the Fund is continued in accordance with the Delaware Act, or upon the occurrence of any of the following events: (1) upon the affirmative vote to dissolve the Fund by the Board; (2) upon the determination of the Members not to continue the business of the Fund at a meeting called by the Sponsor in accordance with Section 2.6(b) hereof when no Director remains to continue the business of the Fund or if

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity; (3) at the election of the Sponsor to dissolve the Fund; or (4) as required by operation of law.

Except as provided above, Members shall not have the authority, by vote or otherwise, to dissolve or cause the dissolution of the Fund. Dissolution of the Fund shall be effective on the day on which the event giving rise to the dissolution shall occur, but the Fund shall not terminate until the assets of the Fund have been liquidated in accordance with Section 6.2 hereof and the Certificate has been canceled.

6.2 Liquidation of Assets. (a) Upon the dissolution of the Fund as provided in Section 6.1 hereof, the Board, acting directly or through a liquidator it selects, shall liquidate, in an orderly manner, the business and administrative affairs of the Fund, except that if the Board is unable to perform this function, a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. The proceeds from liquidation shall, subject to the Delaware Act, be distributed in the following manner: (1) payments in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of the debts and liabilities of the Fund, including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Fund’s assets to the Members has been completed, shall first be paid on a pro rata basis; (2) such debts and liabilities as are owing to current or former Members who hold non-interest bearing promissory notes of the Fund as a result of having previously tendered their Units to the Fund for repurchase shall be paid next in their order of seniority and on a pro rata basis, (3) such debts, liabilities or obligations as are owing to the Members shall be paid next in their order of seniority and on a pro rata basis; and (4) the Members shall be paid next, on a pro rata basis, in proportion to the relative number of Units held by such Person (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the Fund, the Board or other liquidator may distribute ratably in kind any assets of the Fund; provided, however, that if any in-kind distribution is to be made, the assets distributed in kind shall be valued pursuant to Section 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ARTICLE VII

ACCOUNTING, VALUATIONS AND WITHHOLDING

7.1 Accounting and Reports. (a) The Fund shall adopt for tax accounting purposes any accounting method which the Board shall decide in its sole discretion is in the best interests of the Fund. The Fund’s accounts shall be maintained in U.S. currency. (b) Except as required by the 1940 Act, no Member shall have the right to obtain any other information about the business or financial condition of the Fund, about any other Member or former Member or about the affairs of the Fund. To the fullest extent permitted by Section 18-305(f) of the Delaware Act, each Member agrees that its right to receive information from the Fund with respect to its interest in the Fund is restricted to only those rights to information set forth in this Agreement. No act of the Fund, the Adviser, the Sponsor, or any other Person that results in a Member being furnished any such information shall confer on such Member or any other Member the right in the future to receive such or similar information or constitute a waiver of, or limitation on, the Fund’s ability to enforce the limitations set forth in the first sentence of this Section 7.1(b).

7.2 Valuation of Assets. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Investment Funds) as of the close of business on the last day of each Fiscal Period or more frequently, in the discretion of the Board, in accordance with such valuation procedures as shall be established from time to time by the Board. Assets of the Fund invested in Investment Funds shall be valued at fair value in accordance with procedures adopted by the Board. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The value of Securities and other assets of the Fund and the net worth of the Fund as a whole determined pursuant to this Section 7.2 shall be conclusive and binding on all of the Members and all parties claiming through or under them.

7.3 Withholding. (a) The Board may withhold and pay over to the Internal Revenue Service (or any other relevant taxing authority) taxes from any distribution to any Member to the extent required by the Code or any other applicable law.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (b) For purposes of this Agreement, any taxes so withheld or paid over by the Fund with respect to any amount distributed by the Fund to any Member shall be deemed to be a distribution or payment to such Member, reducing the amount otherwise distributable to such Member pursuant to this Agreement.

(c) The Board shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption. To the extent that a Member claims to be entitled to a reduced rate of, or exemption from, a withholding tax pursuant to an applicable income tax treaty, or otherwise, the Member shall furnish the Board with such information and forms as such Member may be required to complete where necessary to comply with any and all laws and regulations governing the obligations of withholding tax agents. Unless prohibited by applicable law (and then only to the extent so prohibited), each Member represents and warrants that any such information and forms furnished by such Member shall be true and accurate and agrees to indemnify the Fund and each of the Members from any and all damages, costs and expenses resulting from the filing of inaccurate or incomplete information or forms relating to such withholding taxes.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of (i) the Board (including the vote of a majority of the Independent Directors, if required by the 1940 Act); and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 1940 Act. (b) Any amendment that would: (1) increase the obligation of a Member to make any contribution to the Fund; (2) reduce the rights attaching to the Units held by any Person as against the rights attaching to the Units held by any other Person, except to the extent specifically contemplated by Section 5.1(a); or (3) modify the events causing the dissolution of the Fund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender his or her Units for repurchase by the Fund (except as otherwise contemplated in Section 8.1(c) hereof). (c) By way of example only, the Board, at any time without the consent of the Members may:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (1) restate this Agreement together with any amendments hereto which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof which may be inconsistent with any other provision hereof; and (3) amend this Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or desirable, based on advice of legal counsel to the Fund, to assure the Fund maintains its then- current federal tax treatment. (d) The Board shall give written notice of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text thereof will be furnished to any Member upon request.

8.2 Special Power of Attorney. (a) Each Member hereby irrevocably makes, constitutes and appoints the Sponsor and each of the Directors, acting severally, and any liquidator of the Fund’s assets appointed pursuant to Section 6.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fact of, and in the name, place and stead of, such Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: (1) any amendment to this Agreement which complies with the provisions of this Agreement (including the provisions of Section 8.1 hereof); (2) any amendment to the Certificate required because this Agreement is amended or as otherwise required by the Delaware Act; and (3) all other such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund as a limited liability company under the Delaware Act. (b) Each Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Fund without such Member’s consent. If an amendment to the Certificate

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents or this Agreement or any action by or with respect to the Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection which such Member may assert with respect to such action, the attorneys-in-fact appointed hereby are authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Member is fully aware that each Member will rely on the effectiveness of this special power-of-attorney with a view to the orderly administration of the affairs of the Fund. (c) Pursuant to Section 18-204(c) of the Delaware Act, this power-of-attorney is a special power-of-attorney and is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power in favor of the Sponsor and each of the Directors, acting severally, and any liquidator of the Fund’s assets, appointed pursuant to Section 6.2 hereof, and as such: (1) shall be irrevocable and continue in full force and effect notwithstanding the subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, any party granting this power-of-attorney, regardless of whether the Fund, the Board or any liquidator shall have had notice thereof; and (2) shall survive the delivery of a Transfer by a Member of its Units, except that where the transferee thereof has been approved by the Board or the Sponsor for admission to the Fund as a substituted Member, this power-of-attorney given by the transferor shall survive the delivery of such assignment for the sole purpose of enabling the Board, the Sponsor, or any liquidator to execute, acknowledge and file any instrument necessary to effect such substitution.

8.3 Notices. Notices which may be or are required to be provided under this Agreement shall be made, if to a Member, by regular mail, hand delivery, registered or certified mail return receipt requested, commercial courier service, telex, telecopier or by Electronic Transmission, including e-mail, or, if to the Fund, by registered or certified mail, return receipt requested, and shall be addressed to the respective parties hereto at their addresses as set forth on the books and records of the Fund (or to such other addresses as may be designated by any party hereto by notice addressed to the Fund in the case of notice given to any Member, and to each of the Members in the case of notice given to the Fund). Notices shall be deemed to have been provided when delivered by hand, on the date indicated as the date of receipt on a return receipt or when received if sent by regular mail, Electronic Transmission (including e-mail), commercial courier service, telex or telecopier. A document that is not a notice and that is required to be provided under this Agreement by any party to another party may be delivered by any reasonable means.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 8.4 Agreement Binding Upon Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, executors, trustees or other legal representatives, but the rights and obligations of the parties hereunder may not be Transferred or delegated except as provided in this Agreement and any attempted Transfer or delegation thereof which is not made pursuant to the terms of this Agreement shall be void.

8.5 Applicability of 1940 Act and Form N-2. The parties hereto acknowledge that this Agreement is not intended to, and does not set forth the substantive provisions contained in the 1940 Act and the Form N-2 which affect numerous aspects of the conduct of the Fund’s business and of the rights, privileges and obligations of the Members. Each provision of this Agreement shall be subject to and interpreted in a manner consistent with the applicable provisions of the 1940 Act and the Form N-2.

8.6 Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the State of Delaware, including the Delaware Act, without regard to the conflict of law principles of such State. (b) No Member shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the Members, 120 days have elapsed from the date the demand was made, unless in either case the Member has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Member to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Members of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of Members, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the Members, and no suit, proceeding or other action shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Member submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. (c) No class of Members shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under this Agreement or the 1940 Act, nor shall any single

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Member, who is similarly situated to one or more other Members with respect to an alleged injury, have the right to bring such an action, unless the class of Members or single Member has obtained authorization from a majority of the Independent Directors to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Directors. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Members or single Member to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Members of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of Members, shall be binding upon the class of Members or single Member seeking authorization.

8.7 Not for Benefit of Creditors. The provisions of this Agreement are intended only for the regulation of relations among past, present and future Members, the Adviser, the Sponsor, officers of the Fund, Directors, and the Fund. This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement (except as provided in Section 3.6).

8.8 Consents. Any and all consents, agreements or approvals provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Fund.

8.9 Merger and Consolidation. Unless otherwise required by applicable law, notwithstanding any other provision of this Agreement, the Fund may merge or consolidate with or into one or more limited liability companies formed under the Delaware Act or other business entities (as defined in Section 18-209(a) of the Delaware Act) pursuant to an agreement of merger or consolidation which has been approved by the Board, without the consent of any other Member or Person being required.

8.10 Pronouns. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Person or Persons, firm or corporation may require in the context thereof.

8.11 Confidentiality. (a) Each Member covenants that, except as required by applicable law or any regulatory body, it will not divulge, furnish or make accessible to any other Person the name or address (whether business, residence or mailing) of any Member (collectively, “Confidential Information”) without the prior written consent of the Board, which consent may be withheld in

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents its sole discretion, it being understood and agreed that the foregoing provision is not applicable to the Fund. (b) Each Member recognizes that in the event that this Section 8.11 is breached by any Member or any of its principals, partners, members, directors, officers, employees or agents or any of its affiliates, including any of such affiliates’ principals, partners, members, directors, officers, employees or agents, irreparable injury may result to the non-breaching Members and the Fund. Accordingly, in addition to any and all other remedies at law or in equity to which the non-breaching Members and the Fund may be entitled, such Members also shall have the right to obtain equitable relief, including, without limitation, injunctive relief, to prevent any disclosure of Confidential Information, plus reasonable attorneys’ fees and other litigation expenses incurred in connection therewith. (c) Notwithstanding anything to the contrary in this Agreement, the Fund, the Board, the Adviser, and the Sponsor shall each have the right to keep confidential from the Members for such period of time as it deems reasonable any information which the Board, the Adviser, or the Sponsor reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board, the Adviser, or the Sponsor in good faith believes is not in the best interest of the Fund or could damage the Fund or its business or which the Fund is required by law or by agreement with a third party to keep confidential.

8.12 Certification of Tax Status. Unless such certification is not deemed necessary by the Adviser or Sponsor, each Member or transferee of Units from a Member that is admitted to the Fund in accordance with this Agreement shall certify upon admission to the Fund whether he or she is a “United States Person” within the meaning of Section 7701(a)(30) of the Code on forms to be provided by the Fund, as well as such other tax matters as deemed necessary or appropriate by the Fund, Adviser, Sponsor, or Board, and shall notify the Fund within 30 days of any change in such Member’s status; each Member or transferee of Units from a Member that is admitted to the Fund in accordance with this Agreement shall, from time to time, provide such tax certification, documentation, waivers, representations or information as requested by the Fund, Adviser, Sponsor, or Board. Any Member who shall fail to provide such certification when requested to do so by the Board may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.

8.13 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, each Member agrees that it is the intention of the Members that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Agreement are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or portion thereof).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 8.14 Filing of Returns. The Board or its designated agent shall prepare and file, or cause the accountants of the Fund to prepare and file, a Federal income tax return in compliance with Section 6012 of the Code and any required state and local income tax and information returns for each tax year of the Fund.

8.15 Tax Election. The Sponsor, or any officer, Director, or Member (at the request of the Board) is hereby authorized to make any election and to take any necessary or appropriate action in connection therewith to cause the Fund to be classified as an association taxable as a corporation for U.S. Federal tax purposes.

8.16 Entire Agreement. This Agreement (including the Schedule attached hereto which is incorporated herein) constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. It is hereby acknowledged and agreed that the Fund, without the consent of any Member, may enter into written agreements which have been approved by the Board (“Other Agreements”) with Members, executed contemporaneously with the admission of such Members to the Fund, effecting the terms hereof or of any application in order to meet certain requirements of such Members. The parties hereto agree that any terms contained in an Other Agreement with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement or of any application.

8.17 Discretion. Notwithstanding anything to the contrary in this Agreement or any agreement contemplated herein or in any provisions of law or in equity, whenever in this Agreement, a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by law, have no duty or obligation to give any consideration to any interest of or factors affecting the Fund or the Members, or (ii) in its “good faith” or under another express standard, then such Person shall act under such express standard.

8.18 Counterparts. This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart.

8.19 Effectiveness. Pursuant to Section 18-201(d) of the Delaware Act, this Agreement shall be effective as of the time of the filing of the Certificate.

[Signature Page Follows]

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSE SET FORTH IN SECTION 8.11.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

ORGANIZATIONAL MEMBER:

AMG FUNDS LLC

By: /s/ Jeffrey T. Cerutti Name: Jeffrey T. Cerutti Title: President and Principal Executive Officer

PANTHEON VENTURES (US) LP, as Adviser

By: /s/ T. Sheldon Chang Name: T. Sheldon Chang Title: Managing Director

AMG FUNDS LLC, as Sponsor

By: /s/ Keitha L. Kinne Name: Keitha L. Kinne Title: Chief Operating Officer

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The undersigned understand and agree to the provisions of this Agreement pertaining to the obligations of Directors.

By: /s/ Christine C. Carsman Christine C. Carsman, Director

By: /s/ Kurt Keilhacker Kurt Keilhacker, Director

By: /s/ Eric Rakowski Eric Rakowski, Director

By: /s/ Victoria Sassine Victoria Sassine, Director

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents STATEMENT OF ADDITIONAL INFORMATION

[ ], 2019

AMG PANTHEON FUND, LLC

Advisory Class, Brokerage Class, Institutional Class and Institutional Plus Class Units

600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830 877-355-1566

The prospectus of AMG Pantheon Fund, LLC (the “Fund”), dated [ ], 2019 (the “Prospectus”), provides the basic information investors should know before investing. This Statement of Additional Information (“SAI”), which is not a prospectus, is intended to provide additional information regarding the activities and operations of the Fund and should be read in conjunction with the Prospectus. You may request a copy of the Prospectus or this SAI free of charge by contacting BNY Mellon Investment Servicing (US) Inc. at (877) 355-1566. Capitalized terms not otherwise defined in this SAI have meanings accorded to them in the Fund’s Prospectus.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS

PAGE INVESTMENT POLICIES 1 FUNDAMENTAL INVESTMENT RESTRICTIONS 1 ADDITIONAL INFORMATION ON INVESTMENT TECHNIQUES OF INVESTMENT FUNDS AND RELATED RISKS 2 MANAGEMENT OF THE FUND 3 PORTFOLIO MANAGEMENT 11 CODES OF ETHICS 12 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 12 INVESTMENT MANAGEMENT AND OTHER SERVICES 14 BROKERAGE ALLOCATION AND OTHER PRACTICES 16 PROXY VOTING POLICIES AND PROCEDURES 17 CERTAIN U.S. FEDERAL INCOME TAX MATTERS 18 FINANCIAL STATEMENTS 33 APPENDIX A: ADVISER PROXY VOTING POLICIES AND PROCEDURES A-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents INVESTMENT POLICIES

The investment objective and principal investment strategies of the Fund and AMG Pantheon Master Fund, LLC (the “Master Fund”), as well as the principal risks associated with the Fund’s and the Master Fund’s investment strategies, are set forth in the Prospectus. Certain additional related information is provided below. The various private investment funds (“Investment Funds”) in which the Master Fund and Fund invest are not subject to the investment policies of the Fund and the Master Fund and may have different or contrary investment policies.

FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted with respect to the Fund. Except as otherwise stated, these investment restrictions are “fundamental” policies. A “fundamental” policy is defined in the Investment Company Act of 1940 Act, as amended (the “1940 Act”), to mean that the restriction cannot be changed without the vote of a “majority of the outstanding voting securities” of the Fund. A majority of the outstanding voting securities is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The Master Fund has identical fundamental policies. “SEC,” as used in this SAI, refers to the U.S. Securities and Exchange Commission. The Fund: (1) May issue senior securities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (2) May borrow money to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (3) May lend money to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (4) May underwrite securities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (5) May purchase and sell commodities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (6) May purchase and sell real estate to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules, or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such Act, rules, or regulations. (7) May not concentrate investments in a particular industry or group of industries, as concentration is defined or interpreted under the 1940 Act, and the rules, and regulations thereunder, as such statute, rules or regulations may be amended from time to time, and under regulatory guidance or interpretations of such Act, rules, or regulations.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Any restriction on investments or use of assets, including, but not limited to, market capitalization, geographic, rating and/or any other percentage restrictions, set forth in this SAI or the Fund’s Prospectus shall be measured only at the time of investment, and any subsequent change, whether in the value, market capitalization, rating, percentage held or otherwise, will not constitute a violation of the restriction, other than with respect to investment restriction (2) above related to borrowings by the Fund. For purposes of determining compliance with investment restriction (7) above related to concentration of investments, Investment Funds are not considered part of any industry or group of industries. Notwithstanding anything herein to the contrary, nothing in investment restriction (7) will prohibit the Fund from investing in the Master Fund.

ADDITIONAL INFORMATION ON INVESTMENT TECHNIQUES OF INVESTMENT FUNDS AND RELATED RISKS

As discussed in the Prospectus, the Fund’s investment objective is to seek long-term capital appreciation. In pursuing its investment objective, the Fund invests substantially all of its assets in the Master Fund, a Delaware limited liability company also registered under the 1940 Act as a non-diversified, closed-end management investment company. The Master Fund has the same investment objective as that of the Fund.

The Master Fund may invest up to 25% of its total assets in a wholly-owned subsidiary organized as a Delaware limited liability company (the “Subsidiary”). The Subsidiary has the same investment objective and strategies as the Master Fund and, like the Fund and the Master Fund, is managed by the Adviser.

Except as otherwise provided, references to the Fund’s investments also will refer to the Master Fund’s investments and the Subsidiary’s investments, in each case, for the convenience of the reader.

Additional information concerning the characteristics of certain of the Fund’s and Master Fund’s investments are set forth below.

Emerging Market Securities Investments in securities in emerging market countries may be considered to be speculative and may have additional risks from those associated with investing in the securities of U.S. issuers. There may be limited information available to investors that is publicly available, and generally emerging market issuers are not subject to uniform accounting, auditing and financial standards and requirements like those required by U.S. issuers. Investors should be aware that the value of the Master Fund and the Fund’s investments in emerging markets securities may be adversely affected by changes in the political, economic or social conditions, embargoes, economic sanctions, expropriation, nationalization, limitation on the removal of funds or assets, controls, tax regulations and other restrictions in emerging market countries. These risks may be more severe than those experienced in foreign countries. Emerging market securities trade with less frequency and volume than domestic securities and, therefore, may have greater price volatility and lack liquidity. Furthermore, there is often no legal structure governing private or foreign investment or private property in some emerging market countries. This may adversely affect the Master Fund’s or the Fund’s operations and the ability to obtain a judgment against an issuer in an emerging market country.

Real Estate Investment Trusts (“REITs”) The Master Fund and the Fund may invest in REITs, which are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interest.

REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Like regulated investment companies such as the Master Fund and the Fund, REITs are not taxed on income distributed to shareholders provided that they comply with certain requirements under the Code. The Master Fund or the Fund will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by the Master Fund or the Fund, as applicable.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified (except to the extent the Code requires), and are subject to the risk of financing projects. During periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to prepay, and such prepayment may diminish the yield on securities issued by such mortgage REITs. REITs are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for the special tax treatment accorded REITs under the Code and failing to maintain their exemption from the 1940 Act. REITs, and mortgage REITs in particular, are also subject to interest rate risk.

Small-Capitalization Companies The stocks of small-capitalization companies involve more risk than the stocks of larger, more established companies because they often have greater price volatility, lower trading volume, and less liquidity. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. A fund that invests in small-capitalization companies may underperform other stock funds (such as medium- and large-company stock funds) when stocks of small-capitalization companies are out of favor.

Mid-Capitalization Companies The stocks of mid-capitalization companies involve more risk than the stocks of larger, more established companies because they often have greater price volatility, lower trading volume, and less liquidity. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. To the extent the Fund invests in mid–capitalization companies it may underperform other stock funds (such as large-company stock funds) when stocks of mid–capitalization companies are out of favor.

MANAGEMENT OF THE FUND

Directors and Officers of the Fund The Directors and Officers of the Fund, their business addresses, principal occupations for the past five years, and ages are listed below. The Board provides broad supervision over the affairs of the Fund. The Board is composed of experienced executives who meet periodically throughout the year to oversee the Fund’s activities, review contractual arrangements with companies that provide services to the Fund, and review the Fund’s performance. Unless otherwise noted, the address of each Director and each Officer is c/o AMG Funds LLC, 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830.

There is no stated term of office for Directors. Each Director 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 members called for the purpose of electing Directors and until the election and qualification of his or her successor in accordance with the Fund’s organizational documents. The Chairman of the Board, the President, any Vice President, the Treasurer, and the Secretary and such other officers as the Directors may in their discretion from time to time elect each hold office until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer holds office at the pleasure of the Board.

The Master Fund Board, which currently has the same composition as the Board, has overall responsibility for the management and supervision of the business operations of the Master Fund on behalf of the Master Fund investors, including the Fund. References herein to the “Board” refers to the Board of Directors of the Fund or the Master Fund, as appropriate, and references herein to “Directors” refers to the Directors of the Fund or the Master Fund, as appropriate.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Independent Directors The Directors in the following table are Independent Directors of the Fund. Eric Rakowski serves as the Independent Chairman of the Board.

POSITION(S) NUMBER HELD WITH OF FUNDS OTHER EXPERIENCE, THE FUND IN FUND DIRECTORSHIPS QUALIFICATIONS, AND COMPLEX HELD BY ATTRIBUTES, LENGTH OF PRINCIPAL OVERSEEN DIRECTOR SKILLS FOR NAME, ADDRESS TIME OCCUPATION(S) BY DURING PAST 5 BOARD AND AGE* SERVED DURING PAST 5 YEARS DIRECTOR ** YEARS MEMBERSHIP Kurt Director since Managing Partner, [56] None Significant board Keilhacker 2014 TechFund Europe experience, including as a Age: 55 (2000-Present); Managing board member of private Partner, TechFund Capital companies; significant (1997-Present); Board experience as a managing Member, 6wind SA, member of private (2002-Present); Managing companies; significant Partner, Elementum experience in the venture Ventures (2013-Present); capital industry; Director, MetricStory, Inc. significant experience as (2017-Present); Trustee, co-founder of a number of Wheaton College technology companies. (2018-Present); Trustee, Gordon College (2001-2016) Eric Director since Professor of Law, [56] Director of Harding, Significant experience as Rakowski 2014 University of California at Loevner Funds, Inc. (9 a board member of mutual Age: 60 Berkeley School of Law – portfolios); Trustee of funds; former practicing Boalt Hall (1990-Present) Third Avenue Trust (3 attorney; currently portfolios); Trustee of professor of law. Third Avenue Variable Trust (1 portfolio) Victoria L. Director since Adjunct Professor, Babson [56] None Currently professor of Sassine 2014 College (2007-Present); finance; significant Age: 53 Director, Board of business and finance Directors, PRG Group experience in strategic (2017-Present); CEO, financial and operation Founder, Scale Smarter management positions in Partners, LLC a variety of industries; (2018-Present); accounting experience in a Chairperson, Board of global accounting firm; Directors, Business experience as a board Management Associates member of various (2018-Present) organizations; Certified Public Accountant (inactive); Audit Committee financial expert.

* The address for each director is c/o AMG Funds LLC, 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. ** The AMG Fund Complex consists of the Fund and the Master Fund and the funds of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Interested Director Christine Carsman is being treated by the Fund as an “interested person” of the Fund within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, Affiliated Managers Group, Inc., which indirectly owns a majority of the interests of Pantheon Ventures (US) LP (the “Adviser”).

NUMBER POSITION(S) OF FUNDS OTHER HELD WITH IN FUND DIRECTORSHIPS EXPERIENCE, THE FUND COMPLEX HELD BY QUALIFICATIONS, AND OVERSEEN DIRECTOR/ ATTRIBUTES, LENGTH OF PRINCIPAL BY OFFICER SKILLS FOR NAME, ADDRESS TIME OCCUPATION(S) DIRECTOR/ DURING PAST 5 BOARD AND AGE* SERVED DURING PAST 5 YEARS OFFICER** YEARS MEMBERSHIP Christine C. Carsman Director since Senior Policy Advisor, [56] Director of Harding Significant business, legal Age: 66 2014 Affiliated Managers Loevner Funds, Inc. (9 and risk management Group, Inc. portfolios) experience with several (2019-Present); Chair of financial services firms; the Board of Directors, former practicing attorney AMG Funds plc at private law firm; (2015-2018); Director, significant experience as AMG Funds plc an officer of mutual funds, (2010-2018); Executive including as Chief Legal Vice President, Deputy Officer. General Counsel and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2017-2018); Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-2016); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2004-2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004)

* The address for each director is c/o AMG Funds LLC, 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. ** The AMG Fund Complex consists of the Fund and the Master Fund and the funds of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Information About Each Director’s Experience, Qualifications, Attributes or Skills Directors of the Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, and experience, qualifications, attributes or skills for serving as Directors are shown in the tables above. The summaries relating to the experience, qualifications, attributes and skills of the Directors are required by the registration form adopted by the SEC, do not constitute holding out the Board or any Director as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case. The Board believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to be able to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that each of its members has these abilities. Experience relevant to having these abilities may be achieved through a Director’s educational background; business, professional training or practice (e.g., finance or law), or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, significant private or not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Directors are counseled by their own separate, independent legal counsel, who participates in Board meetings and interacts with the Adviser, and also may benefit from information provided by the Fund’s and the Adviser’s legal counsel. Both Independent Director and Fund counsel have significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts, including the Fund’s independent public accounting firm, as appropriate. The Board evaluates its performance on an annual basis.

Officers

POSITION(S) HELD WITH THE FUND AND PRINCIPAL OCCUPATION(S) LENGTH DURING NAME, ADDRESS AND AGE * OF TIME SERVED PAST 5 YEARS Keitha L. Kinne President, Chief President, Chief Executive Officer and Principal Executive Officer, AMG Age: 60 Executive Officer and Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC Principal Executive (2018-Present); Chief Operating Officer, AMG Pantheon Fund, LLC and Officer since 2018; AMG Pantheon Master Fund, LLC (2014-Present); Chief Operating Officer, Chief Operating Officer AMG Funds LLC (2007-Present); Chief Investment Officer, AMG Funds since 2014 LLC (2008-Present); President and Principal, AMG Distributors, Inc. (2018-Present); Chief Operating Officer, AMG Distributors, Inc. (2007-Present); President, Chief Executive Officer and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2018-Present); Chief Operating Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2007-Present); Chief Operating Officer, AMG Funds IV (2016-Present); Chief Operating Officer and Chief Investment Officer, Aston Asset Management, LLC (2016); President and Principal Executive Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2012-2014); Managing Partner, AMG Funds LLC (2007-2014); President and Principal, AMG Distributors, Inc. (2012-2014); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents POSITION(S) HELD WITH THE FUND AND PRINCIPAL OCCUPATION(S) LENGTH DURING NAME, ADDRESS AND AGE * OF TIME SERVED PAST 5 YEARS Thomas Disbrow Treasurer, Principal Treasurer, Principal Financial Officer, and Principal Accounting Officer, Age: 53 Financial Officer, and AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC Principal Accounting (2017-Present); Vice President, Mutual Fund Treasurer & CFO, AMG Officer since 2017 Funds, AMG Funds LLC (2017-Present); Chief Financial Officer, Principal Financial Officer, Treasurer and Principal Accounting Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Managing Director - Global Head of Traditional Funds Product Control, UBS Asset Management (Americas), Inc. (2015-2017); Managing Director - Head of North American Funds Treasury, UBS Asset Management (Americas), Inc. (2011-2015) Douglas A. Keller, Jr. Executive Vice Executive Vice President, AMG Pantheon Fund, LLC and AMG Pantheon Age: 30 President since 2015 Master Fund, LLC (2015-Present); Head of Private Wealth, Pantheon Ventures (US) LP (2017-Present); Vice President, Pantheon Ventures (US) LP (2013-2016); Assistant Vice President, Merrill Lynch Wealth Management (2010-2013) Mark J. Duggan Secretary and Chief Secretary and Chief Legal Officer, AMG Pantheon Fund, LLC and AMG Age: 54 Legal Officer since Pantheon Master Fund, LLC (2015-Present); Senior Vice President and 2015 Senior Counsel, AMG Funds LLC (2015-Present); Secretary and Chief Legal Officer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2015-Present); Attorney, K&L Gates, LLP (2009-2015) Gerald F. Dillenburg Chief Compliance Chief Compliance Officer and Sarbanes-Oxley Code of Ethics Compliance Age: 52 Officer and Sarbanes- Officer, AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC Oxley Code of Ethics (2017-Present); Vice President, Chief Compliance Officer, AMG Funds, Compliance Officer AMG Funds LLC (2017-Present); Chief Compliance Officer, AMG Funds, since 2017 AMG Funds LLC (2016-2017); Chief Compliance Officer and Sarbanes Oxley Code of Ethics Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (2016-Present); Chief Compliance Officer, AMG Funds IV (1996-Present); Sarbanes-Oxley Code of Ethics Compliance Officer, AMG Funds IV (2016-Present); Chief Compliance Officer, Aston Asset Management, LLC (2006-2016); Chief Financial Officer, Aston Asset Management, LLC (2006-2010); Treasurer, AMG Funds IV (1996-2010); Secretary, AMG Funds IV (1996-2015); Chief Financial Officer, AMG Funds IV (1997-2010); Chief Operating Officer, AMG Funds IV (2003-2016)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents POSITION(S) HELD WITH THE FUND AND PRINCIPAL OCCUPATION(S) LENGTH DURING NAME, ADDRESS AND AGE * OF TIME SERVED PAST 5 YEARS Patrick J. Spellman Anti-Money Laundering Anti-Money Laundering Compliance Officer, AMG Pantheon Fund, LLC Age: 45 Compliance Officer and AMG Pantheon Master Fund, LLC (2014-Present); Vice President, since 2014 Chief Compliance Officer, AMG Funds LLC (2017-Present); Senior Vice President, Chief Compliance Officer, AMG Funds LLC (2011-2017); Chief Compliance Officer, AMG Distributors, Inc., (2010-Present); Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2014-Present); Anti-Money Laundering Compliance Officer, AMG Funds IV (2016-Present); Compliance Manager, Legal and Compliance, Affiliated Managers Group, Inc. (2005-2011) John A. Starace Deputy Treasurer Deputy Treasurer, AMG Pantheon Fund, LLC and AMG Pantheon Master Age: 48 since 2017 Fund, LLC (2017-Present); Director; Mutual Fund Accounting, AMG Funds LLC (2017-Present); Vice President, Deputy Treasurer of Mutual Funds Services, AMG Funds LLC (2014-2017); Deputy Treasurer, AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and AMG Funds IV (2017-Present); Vice President, Citi Hedge Fund Services (2010-2014); Audit Senior Manager (2005-2010) and Audit Manager (2001-2005), Deloitte & Touche LLP

* The address for each executive officer is c/o AMG Funds LLC, 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830.

Director Share Ownership

Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen Dollar Range of Equity Securities by Director in the Family of in the Fund Beneficially Owned as Investment Companies Name of Director of December 31, 2018 Beneficially Owned December 31, 2018 Independent Directors: Kurt Keilhacker Over $100,000 Over $100,000 Eric Rakowski Over $100,000 Over $100,000 Victoria Sassine $10,001 - $50,000 Over $100,000 Interested Director: Christine C. Carsman Over $100,000 Over $100,000

Board Leadership Structure and Risk Oversight The following provides an overview of the leadership structure of the Board and the Board’s oversight of the Fund’s risk management process. The Board consists of four Directors, three of whom are Independent Directors. An Independent Director serves as Chairman of the Board. In addition, the Board also has three standing committees, the Audit Committee, Governance Committee and Pricing Committee (the “Committees”) (discussed below), each comprised of all of the Independent Directors, to which the Board has delegated certain authority and oversight responsibilities.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The Board’s role in management of the Fund is oversight, including oversight of the Fund’s risk management process. The Board meets regularly on at least a quarterly basis and at these meetings the officers of the Fund and the Fund’s Chief Compliance Officer report to the Board on a variety of matters. A portion of each regular meeting is devoted to an executive session of the Independent Directors, the Independent Directors’ separate, independent legal counsel, and the Fund’s Chief Compliance Officer, at which no members of management are present. In a separate executive session of the Independent Directors and the Independent Directors’ independent legal counsel, the Independent Directors consider a variety of matters that are required by law to be considered by the Independent Directors, as well as matters that are scheduled to come before the full Board, including fund governance, compliance, and leadership issues. When considering these matters, the Independent Directors are advised by their independent legal counsel. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Fund.

The Fund has retained the Adviser as the Fund’s investment adviser. The Adviser is responsible for the Fund’s overall investment operations, including management of the risks that arise from the Fund’s investment operations. An employee of the Adviser serves as one of the Fund’s officers. The Board provides oversight of the services provided by the Adviser and the Fund’s officers, including their risk management activities. On an annual basis, the Fund’s Chief Compliance Officer conducts a compliance review and risk assessment and prepares a written report relating to the review that is provided to the Board for review and discussion. The assessment includes a broad-based review of the risks inherent to the Fund, the controls designed to address those risks, and selective testing of those controls to determine whether they are operating effectively and are reasonably designed. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Fund’s activities, including regarding the Fund’s investment portfolio, the compliance of the Fund with applicable laws, and the Fund’s financial accounting and reporting. The Board receives periodic reports from the Fund’s Chief Legal Officer on risk management matters. The Board also receives periodic reports from the Fund’s Chief Compliance Officer regarding the compliance of the Fund with federal and state securities laws and the Fund’s internal compliance policies and procedures.

The Master Fund Board’s leadership structure and risk oversight are identical.

Board Committees As described below, the Board has three standing Committees. The Board has not established a formal risk oversight committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight.

Audit Committee The Board has an Audit Committee consisting of all of the Independent Directors. Victoria Sassine serves as the chairman of the Audit Committee. Under the terms of its charter, the Audit Committee (a) acts for the Directors in overseeing the Fund’s financial reporting and auditing processes; (b) receives and reviews communications from the independent registered public accounting firm relating to its review of the Fund’s financial statements; (c) reviews and assesses the performance, approves the compensation, and approves or ratifies the appointment, retention or termination of the Fund’s independent registered public accounting firm; (d) meets periodically with the independent registered public accounting firm to review the Fund’s annual audits and pre-approves the audit services provided by the independent registered public accounting firm; (e) considers and acts upon proposals for the independent registered public accounting firm to provide non-audit services to the Fund or the Adviser or its affiliates to the extent that such approval is required by applicable laws or regulations; (f) considers and reviews with the independent registered public accounting firm, periodically as the need arises, but not less frequently than annually, matters bearing upon the registered public accounting firm’s status as “independent” under applicable standards of independence established from time to time by the SEC and other regulatory authorities; and (g) reviews and reports to the full Board with respect to any material accounting, tax, valuation or record keeping issues of which the Audit Committee is aware that may affect the Fund, the Fund’s financial statements or the amount of any dividend or distribution right, among other matters. The function of the Audit Committee of the Master Fund is the same. The Audit Committee of the Fund met twice during the most recent fiscal year.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Governance Committee The Board has a Governance Committee consisting of all of the Independent Directors. Eric Rakowski serves as the chairman of the Governance Committee. Under the terms of its charter, the Governance Committee is empowered to perform a variety of functions on behalf of the Board, including responsibility to make recommendations with respect to the following matters: (i) individuals to be appointed or nominated for election as Independent Directors; (ii) the designation and responsibilities of the chairperson of the Board (who shall be an Independent Director) and Board committees, such other officers of the Board, if any, as the Governance Committee deems appropriate, and officers of the Fund; (iii) the compensation to be paid to Independent Directors; and (iv) other matters the Governance Committee deems necessary or appropriate. The Governance Committee is also empowered to: (i) set any desired standards or qualifications for service as a Director; (ii) conduct self-evaluations of the performance of the Directors and help facilitate the Board’s evaluation of the performance of the Board at least annually; (iii) oversee the selection of independent legal counsel to the Independent Directors and review reports from independent legal counsel regarding potential conflicts of interest; and (iv) consider and evaluate any other matter the Governance Committee deems necessary or appropriate. It is the policy of the Governance Committee to consider nominees recommended by members. Members who would like to recommend nominees to the Governance Committee should submit the candidate’s name and background information in a sufficiently timely manner (and in any event, no later than the date specified for receipt of member proposals in any applicable proxy statement of the Fund) and should address their recommendations to the attention of the Governance Committee, at c/o AMG Funds LLC, 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. The function of the Governance Committee of the Master Fund is the same. The Governance Committee of the Fund met twice during the most recent fiscal year.

Pricing Committee The Board has a Pricing Committee consisting all of the Directors of the Fund. Under the terms of the Fund’s “Securities Valuation and Pricing Services Policy and Procedures,” the Pricing Committee reviews and approves determinations of fair value for portfolio securities for which a market quotation, price or market based valuation is not readily available. The function of the Pricing Committee of the Master Fund is the same. The Pricing Committees of the Fund and the Master Fund met twelve times during the most recent fiscal year.

Directors’ Compensation

Total Compensation Aggregate from the Compensation Fund Complex Name of Director from the Fund(a) Paid to Directors(b) Independent Directors: Kurt Keilhacker $ 16,000 $ 295,500 Eric Rakowski $ 19,250 $ 353,750 Victoria Sassine $ 17,625 $ 297,125 Interested Director: Christine C. Carsman None None

(a) Aggregate compensation includes amounts from the Fund and the Master Fund for the fiscal year ending March 31, 2019. The Fund does not provide any pension or retirement benefits for the Directors. (b) Total compensation includes amounts paid for the fiscal year ended March 31, 2019 for services as a Director of the AMG Fund Complex. As of March 31, 2019, each Director served as a trustee or director to [56] funds in the AMG Fund Complex.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PORTFOLIO MANAGEMENT

The portfolio managers manage, or are affiliated with, other accounts in addition to the Fund and the Master Fund, including other pooled investment vehicles. Because the portfolio managers and other members of Pantheon manage assets for other investment companies, pooled investment vehicles, and/or other accounts (collectively “Client Accounts”), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Master Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, the portfolio managers may have an incentive to not favor the Master Fund or Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

The following tables list the number and types of accounts, other than the Fund and Master Fund, managed by the Fund’s and the Master Fund’s portfolio managers and estimated assets under management in those accounts, as of September 30, 2018.

Other pooled investment Portfolio Registered investment vehicles managed (world- Other accounts (world- manager companies managed wide) wide) Number of Total Number of Total Number of Total accounts assets accounts assets accounts assets Susan Long McAndrews 0 $ 0 65 $29.3 billion 48 $13.2 billion Dennis McCrary 0 $ 0 65 $29.3 billion 48 $13.2 billion Brian Buenneke 0 $ 0 32 $14.5 billion 34 $11.9 billion Matt Garfunkle 0 $ 0 32 $14.5 billion 34 $11.9 billion Evan Corley 0 $ 0 32 $14.5 billion 34 $11.9 billion Kevin Dunwoodie 0 $ 0 33 $14.5 billion 39 $11.9 billion Kathryn Leaf 0 $ 0 71 $29.3 billion 53 $13.2 billion Jeff Miller 0 $ 0 71 $29.3 billion 53 $13.2 billion Rudy Scarpa 0 $ 0 71 $29.3 billion 53 $13.2 billion

Registered investment Other pooled investment companies managed vehicles managed (world- for which the Adviser wide) for which the Adviser Other accounts (world- receives a receives a wide) for which the Portfolio performance-based performance-based Adviser receives a manager fee fee performance-based fee Number of Total Number of Total Number of Total accounts assets accounts assets accounts assets Susan Long McAndrews 0 $ 0 56 $ 24.5 billion 35 $9.1 billion Dennis McCrary 0 $ 0 56 $ 24.5 billion 35 $9.1 billion Brian Buenneke 0 $ 0 31 $ 14.0 billion 22 $7.8 billion Matt Garfunkle 0 $ 0 31 $ 14.0 billion 22 $7.8 billion Evan Corley 0 $ 0 31 $ 14.0 billion 22 $7.8 billion Kevin Dunwoodie 0 $ 0 31 $ 14.0 billion 27 $7.8 billion Kathryn Leaf 0 $ 0 58 $ 24.5 billion 40 $9.1 billion Jeff Miller 0 $ 0 58 $ 24.5 billion 40 $9.1 billion Rudy Scarpa 0 $ 0 58 $ 24.5 billion 40 $9.1 billion

As of the date of this SAI, none of the portfolio managers had any direct or indirect beneficial ownership of the Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Subject to available Pantheon (as defined below) profits, the compensation of each portfolio manager is typically comprised of a fixed annual distribution, a distribution determined by reference to the revenues of Pantheon, and potentially an annual supplemental distribution from surplus profits of Pantheon awarded at the discretion of Pantheon UK (as defined below). Such amounts are payable by Pantheon and not by the Master Fund or Fund. In addition, each portfolio manager may be eligible to receive a share of any performance fees or carried interest earned by Pantheon in any given year.

CODES OF ETHICS

Each of the Master Fund, the Fund, the Adviser, and AMGD has adopted a code of ethics under Rule 17j-1 of the 1940 Act (collectively the “Codes of Ethics”). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by covered personnel (“Access Persons”). The Codes of Ethics apply to the Fund and the Master Fund and permit Access Persons to, subject to certain restrictions, invest in securities, including securities that may be purchased or held by the Master Fund or Fund. Under the Codes of Ethics, Access Persons may engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain Access Persons are required to obtain approval before investing in initial public offerings, private placements or certain other securities. The Codes of Ethics are available on the EDGAR database on the SEC’s website at www.sec.gov, and also may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

A control person is a person who beneficially owns more than 25% of the voting securities of a company. To the knowledge of the Fund, as of April 1, 2019, no persons and/or entities owned beneficially or of record more than 25% of the outstanding units of the Fund and therefore may be presumed to “control” the Fund, as that term is defined in the 1940 Act.

To the knowledge of the Fund, as of April 1, 2019, the Directors of the Fund and the officers of the Fund, as a group, owned less than 1% of the outstanding shares of each class of the Fund, with the exception of Institutional Plus units, where all management personnel as a group owned 34.42% of the outstanding units.

As of April 1, 2019, the following persons and/or entities owned beneficially or of record 5% or more of the outstanding Brokerage Class, Institutional Class and Institutional Plus Class units of the Fund. As of April 1, 2019, the Fund did not know of any person and/or entity who owned beneficially or of record 5% or more of the outstanding Advisory Class units of the Fund.

Name and Address Percentage Ownership Brokerage Class AMG 2014 Capital LLC Attn: Allison Dollery 600 Hale Street Prides Crossing, MA 01965 100.00 % Institutional Class Rose Family Equities LLC Funding Account 38525 Woodward Ave Bloomfield Hills, MI 48304 21.66 % FMP Assets Select Diversified Fund LP 6034 W Courtyard Drive Suite 380 Austin, TX 78730 7.28 %

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Strategic Investment Fund I LLC 3060 Peachtree Road NW Suite 1830 Atlanta, GA 30305 6.68 % Richard L Weiss Trustee Richard L and Barbara B Weiss Revocable Trust U/A DTD 08/29/2008 401 E Beaumont Ave Unit 318 Whitefish Bay, WI 53217 5.50 % Louis A Cano Revocable Trust Louis A Cano Trustee FBO Pershing LLC 88 Trent Court Burr Ridge, IL 60527 5.36 % The Episcopal Church Of The Good Shepard Of Dallas 11110 Midway Road Dallas, TX 75229 5.36 % Institutional Plus Class AMG 2014 LLC Attention: Allison Dollery 600 Hale Street Prides Crossing, MA 01965 21.81% Christine C. Carsman Larry R. Carsman c/o AMG Funds LLC 600 Steamboat Road, Suite 300 Greenwich, CT 06830 9.30 % Tammy L Bullivant 31 Poplar Avenue Fair Haven, NJ 07704 7.49 % Eric P. Rakowski Living Trust Eric P. Rakowski Trustee c/o AMG Funds LLC 600 Steamboat Road, Suite 300 Greenwich, CT 06830 7.47 %

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents INVESTMENT MANAGEMENT AND OTHER SERVICES

The Adviser Pantheon Ventures (US) LP serves as the Fund’s and Master Fund’s investment adviser. The Adviser is a limited partnership organized under the laws of the State of Delaware and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Affiliated Managers Group, Inc. (“AMG”), a publicly-traded company, indirectly owns a majority interest of the Adviser. The Adviser serves as investment adviser to the Fund and the Master Fund pursuant to investment advisory agreements entered into between the Fund and the Adviser and the Master Fund and the Adviser (the “Investment Management Agreements”). The Directors have engaged the Adviser to provide investment advice to the Fund and the Master Fund, in each case under the ultimate supervision of, and subject to any policies established by, the Board. As of September 30, 2018, the Adviser had approximately $42.4 billion (unaudited) in assets under management. The Adviser is an affiliate of Pantheon Ventures (UK) LLP (“Pantheon UK”), Pantheon Holdings Limited, Pantheon Ventures, Inc., and Pantheon Ventures (HK) LLP (together with the Adviser, each of their respective subsidiaries, subsidiary undertakings, successors and assigns, collectively “Pantheon”).

The Adviser does not charge the Fund a management fee, but charges the Master Fund a management fee, of which the Fund indirectly bears a pro rata share. The Adviser also charges the Subsidiary a management fee, of which the Master Fund also indirectly bears a pro rata share. The method of calculating the management fees payable by the Master Fund is described in the Prospectus under “Management of the Fund— Investment Management Agreement.” The Adviser is subject to an expense limitation and reimbursement agreement, which is described further in the Prospectus under “Fees and Expenses.” All fees waived and/or expenses reimbursed to the Fund pursuant to the Expense Limitation and Reimbursement Agreement for the fiscal years ended March 31, 2017, March 31, 2018, and March 31, 2019 are as follows:

Amount waived/ reimbursed End of recapture period Fiscal year ended March 31, 2017 $ 626,085 March 31, 2020 Fiscal year ended March 31, 2018 $ 425,886 March 31, 2021 Fiscal year ended March 31, 2019 $ 545,672 March 31, 2022

Administrator AMG Funds LLC (the “Administrator”) serves as the Administrator for the Fund. The Administrator’s principal business address is 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. The Administrator performs certain administration, accounting, and investor services for the Fund. In consideration for these services, the Fund pays the Administrator a fee based on the average net assets of the Fund (the “Administration Fee”). The Administrator also performs certain administration, accounting, and investor services for the Master Fund, and receives a fee from the Master Fund for such services. The Administrator is an indirect, wholly-owned subsidiary of AMG. As a result of its affiliation with AMG, the Administrator is an affiliate of the Adviser. AMG Distributors, Inc. (“AMGD”), a wholly-owned subsidiary of the Administrator, serves as the Fund’s distributor and the distributor of the AMG Fund Complex, a mutual fund complex comprised of [56] different funds, each having distinct investment management objectives, strategies, risks, and policies.

The Administrator maintains certain of the Fund’s and Master Fund’s accounts, books, and other documents required to be maintained under the 1940 Act at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Other such accounts, books, and other documents are maintained at the offices of the Adviser (600 Montgomery Street, 23rd Floor San Francisco, California 94111 or 1095 Sixth Avenue, 32nd Floor, New York, New York 10036), or the Custodian (111 Sander Creek Parkway, 2nd Floor, East Syracuse, New York 13057).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Custodian The Bank of New York Mellon, a subsidiary of The Bank of New York Mellon Corporation (the “Custodian”), 111 Sander Creek Parkway, 2nd Floor, East Syracuse, New York 13057, serves as a custodian and fund accounting agent for the Fund and Master Fund. The Custodian is responsible for holding all cash assets and portfolio securities of the Fund and the Master Fund in connection with the Fund’s and the Master Fund’s investments, releasing and delivering assets as directed by the Fund and the Master Fund, maintaining bank accounts in the names of the Fund and the Master Fund, receiving for deposit into such accounts payments for units of the Fund and the Master Fund, collecting income and other payments due the Fund and the Master Fund with respect to investments, paying out monies of the Fund and the Master Fund, and providing certain fund accounting services to the Fund and the Master Fund.

The Custodian may maintain custody of the Fund’s assets with domestic and foreign sub-custodians (which may be banks, trust companies, securities depositories and clearing agencies) approved by the Board. Assets of the Fund are not held by the Adviser or commingled with the assets of other accounts other than to the extent that securities are held in the name of a custodian in a securities depository, clearing agency, or omnibus customer account of such custodian.

Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210, is the independent registered public accounting firm for the Fund and Master Fund. PricewaterhouseCoopers LLP conducts an annual audit of the financial statements of the Fund and Master Fund, assists in the preparation and/or review of the Fund’s and the Master Fund’s federal and state income tax returns, and may provide other audit, tax and related services. The financial statements contained in the Fund’s annual report were audited by PricewaterhouseCoopers LLP, whose report, along with such audited financial statements, is incorporated herein by reference to the Fund’s annual report to members.

Legal Counsel Ropes & Gray LLP, Three Embarcadero Center, San Francisco, California 94111-4006, acts as legal counsel to the Fund and the Master Fund.

Organization and Management of Wholly-Owned Subsidiary The Master Fund may invest a portion of its assets, within the limitations of Subchapter M of the Code, as applicable, in its wholly- owned subsidiary (the “Subsidiary”). The Subsidiary is a limited liability company organized under the laws of Delaware.

The Subsidiary is overseen by its own board of directors and is not registered under the 1940 Act. The Master Fund, as the sole member of the Subsidiary, does not have all of the protections offered by the 1940 Act to shareholders of investment companies registered under the 1940 Act with respect to its investment in the Subsidiary. However, the Subsidiary is wholly-owned and controlled by the Master Fund and the Master Fund’s Board oversees the investment activities of the Master Fund, including its investment in the Subsidiary, and the Master Fund’s role as sole member of the Subsidiary. The Adviser is responsible for the Subsidiary’s day-to-day business pursuant to a separate agreement with the Subsidiary.

The Subsidiary’s board of directors currently has the same composition as the Master Fund’s Board.

The Subsidiary has entered into a separate investment management agreement with the Adviser for the provision of advisory services. Under this agreement, the Adviser provides the Subsidiary with the same type of advisory services, under substantially the same terms, as are provided to the Master Fund.

The Subsidiary has entered into contracts for the provision of custody services and fund administration and accounting services with the same service providers who provide those services to the Master Fund. The Subsidiary bears the fees and expenses incurred in connection with the services that it receives pursuant to each of these separate agreements and arrangements. The Master Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Master Fund’s assets.

For purposes of adhering to the Master Fund’s compliance policies and procedures, the Adviser treats the assets of the Subsidiary as if the assets were held directly by the Master Fund. The Chief Compliance Officer of the Master Fund makes periodic reports to the Master Fund’s Board regarding the management and operations of the Subsidiary.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The financial information of the Subsidiary is consolidated into the Master Fund’s financial statements, as contained within the Master Fund’s annual and semiannual reports provided to members.

Please refer to the section titled “Certain U.S. Federal Income Tax Matters – Investment in the Master Fund” for information about certain tax considerations relating to the Master Fund’s investment in the Subsidiary.

By investing in the Subsidiary, the Master Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The Investment Funds and other investments held by the Subsidiary are subject to the same risks that would apply to similar investments if held directly by the Master Fund. The Subsidiary is subject to the same principal risks to which the Master Fund is subject (as described in the Fund’s prospectus). There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the 1940 Act, but the Subsidiary will comply with certain sections of the 1940 Act and be subject to the same policies and restrictions as the Master Fund. The Master Fund wholly owns and controls the Subsidiary, and the Master Fund and the Subsidiary are both managed by the Adviser, making it unlikely that the Subsidiary will take action contrary to the interests of the Master Fund and its members. The Master Fund’s Board has oversight responsibility for the investment activities of the Master Fund, including its investment in the Subsidiary, and the Master Fund’s role as sole member of the Subsidiary. In managing the Subsidiary’s investment portfolio, the Adviser manages the Subsidiary’s portfolio in accordance with the Master Fund’s investment policies and restrictions.

The Adviser, as it relates to the Subsidiary, complies with provisions of the 1940 Act relating to investment advisory contracts under Section 15 as an investment adviser to the Master Fund under Section 2(a)(20) of the 1940 Act. The Master Fund complies with the provisions of the 1940 Act, including those relating to investment policies (Section 8) and capital structure and leverage (Section 18) on an aggregate basis with the Subsidiary, and the Subsidiary complies with the provisions relating to affiliated transactions and custody (Section 17).

Changes in the tax laws of the United States and/or the State of Delaware could result in the inability of the Master Fund and/or the Subsidiary to operate as described in the prospectus and this SAI and could adversely affect the Fund and its members.

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Fund anticipates investing substantially all of its assets in the Master Fund in private transactions that will not involve brokerage commissions or markups. The Master Fund’s primary investments in Investment Funds, in which interests may be purchased directly from the Investment Fund, may be, but are generally not, subject to brokerage commissions or markups, although there will be legal and other expenses incurred as part of such investments. The Master Fund’s secondary investments in Investment Funds generally will be subject to brokerage commissions and other transaction expenses, and the Fund and the Master Fund anticipate that other portfolio transactions may be subject to such expenses as well. It is the policy of the Master Fund and Fund to obtain best results in connection with effecting its portfolio transactions taking into certain factors set forth below.

The Master Fund and Fund will bear commissions or spreads in connection with its portfolio transactions, if any. In placing orders, it is the policy of the Master Fund and Fund to obtain the best results, taking into account the broker-dealer’s general execution and operational facilities, the type of transaction involved, and other factors such as the broker-dealer’s risk in positioning the securities involved. While the Adviser generally seeks reasonably competitive spreads or commissions, the Master Fund and Fund will not necessarily be paying the lowest spread or commission available. In executing portfolio transactions and selecting brokers or dealers, the Adviser seeks to obtain the best overall terms available for the Master Fund and Fund. In assessing the best overall terms available for any transaction, the Adviser considers factors deemed relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Exchange Act). Consistent with any guidelines established by the Board of the Master Fund or Fund, as applicable, and Section 28(e) of the Exchange Act, the Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Master Fund or the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to its discretionary clients, including the Master Fund and the Fund. In addition, the Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Fund’s placement agent) and to take into account the sale of Units of the Fund if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. Given the focus on private equity investing, the Fund and the Master Fund are not expected to pay significant brokerage commissions.

For the fiscal year ended March 31, 2017 the Fund and the Master Fund paid $0 and $441 in brokerage commissions, respectively. For the fiscal year ended March 31, 2018, the Fund and the Master Fund paid $0 and $700 in brokerage commissions, respectively, and for the fiscal year ended March 31, 2019, the Fund and the Master Fund paid $0 and $2,641 in brokerage commissions, respectively.

PROXY VOTING POLICIES AND PROCEDURES

The Fund and the Master Fund have delegated the voting of proxies in respect of portfolio holdings to the Adviser to vote the proxies (as defined below) in accordance with the Adviser’s proxy voting policies and procedures, except with regards to investments in cash sweep funds (where the Adviser will typically vote as recommended by the cash sweep fund’s directors) and investments in other registered investment companies in reliance on the exemption provided by Section 12(d)(1)(F) of the 1940 Act, including cash sweep funds (where the Adviser will vote in the same proportion as the vote of all other shareholders of the other investment company). The proxy voting policies and procedures of the Adviser are attached as Appendix A. In general, the Adviser believes that voting proxies in accordance with the Adviser’s proxy voting policies and procedures will be in the best interests of the Fund and the Master Fund.

In exercising its voting discretion, the Adviser seeks to avoid any direct or indirect conflict of interest presented by the voting decision. No less frequently than annually, the Adviser will provide the Board a written report describing any issues arising under the Adviser’s proxy voting policies and procedures, including information about any material conflicts of interest and actions taken in response to those material conflicts of interest.

Investments in the Investment Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, the Master Fund or Fund may receive notices or proposals from the Investment Funds seeking the consent of or voting by holders (“proxies”).

The Master Fund may hold its interests in the Investment Funds in non-voting form. Where only voting securities are available for purchase by the Master Fund, the Master Fund may seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.

Information regarding how the Adviser voted proxies related to the Master Fund’s portfolio holdings during the 12-month period ending June 30 is available, without charge, upon request by calling (877) 355-1566, and on the SEC’s website at www.sec.gov.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CERTAIN U.S. FEDERAL INCOME TAX MATTERS

The following summary of certain U.S. federal income tax considerations is intended for general informational purposes only. This discussion is not tax advice. This discussion does not address all aspects of taxation (including state, local, or foreign taxes) that may be relevant to particular Investors in light of their own investment or tax circumstances, or to particular types of Investors (including insurance companies, tax-advantaged retirement plans, financial institutions or broker-dealers, foreign corporations, and persons who are not citizens or residents of the United States) subject to special treatment under U.S. federal income tax laws. This summary is based on the Code, the U.S. Treasury regulations thereunder, published rulings and court decisions, each as in effect as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect.

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans or arrangements. Investors should consult their tax advisers to determine the suitability of Units of the Fund as an investment through such plans and the precise effect of an investment on their particular tax situation.

The Fund invests substantially all of its assets in the Master Fund, and so substantially all of the Fund’s income will consist of distributions (or deemed distributions) from the Master Fund. Therefore, as applicable, references to the U.S. federal income tax treatment of the Fund, including to the assets owned, income earned by or decisions made by or on behalf of the Fund, will be to or will include the Master Fund, and, as applicable, the assets owned, income earned by or decisions made by or on behalf of the Master Fund.

YOU ARE ADVISED TO CONSULT YOUR OWN TAX ADVISER WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF AN INVESTMENT IN A FUND IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING.

U.S. Federal Income Taxation of the Fund – in General Qualification for and Treatment as a Regulated Investment Company The Fund has elected to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and to be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their investors, the Fund must, among other things: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets consists of cash and cash items, U.S. government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally taxable ordinary income and the excess, if any, of net short- term capital gains over net long-term capital losses) and net tax-exempt income, for such year, in a manner qualifying for the dividends- paid deduction.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In general, for purposes of the 90% gross income requirement described in paragraph (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in paragraph (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive income requirement under Code section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.

For purposes of the diversification test in paragraph (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in paragraph (b) above, the identification of the issuer (or, in some cases, issuers) of a particular investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the Internal Revenue Service (“IRS”) with respect to issuer identification for a particular type of investment may adversely affect a RIC’s ability to meet the diversification test in paragraph (b) above.

If the Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to U.S. federal income tax on income distributed in a timely manner to its Investors in the form of dividends (including Capital Gain Dividends, as defined below) that qualify for the dividends-paid deduction.

The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in the Master Fund, which itself has elected to be treated and intends to qualify and be eligible to be treated as a RIC. The Fund generally expects to satisfy the requirements to qualify and be eligible to be treated as a RIC, provided that the Master Fund also meets these requirements; the Fund currently expects that the Master Fund will meet these requirements. Nonetheless, there can be no assurance that either the Fund or the Master Fund will so qualify and be eligible. If the Master Fund were to fail to satisfy the 90% gross income or diversification requirement for qualification as a RIC and were not to cure that failure (as described below), the Fund may as a result itself fail to meet the asset diversification test and may be ineligible to or may otherwise not cure such failure.

The federal income tax rules applicable to the Master Fund’s investments are in certain cases unclear. An adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether the Master Fund, and thus the Fund, has satisfied the requirements to maintain its qualification as a RIC. See “Fund Investments” below.

From time to time, the Fund or the Master Fund may increase its investments in ETFs including in order to increase the percentage of its income constituting qualifying income.

If the Fund were to fail to meet the income, diversification or distribution tests described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax or interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to Investors as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate Investors and may be eligible to be treated as “qualified dividend income” in the case of Investors taxed as individuals, provided, in both cases, the Investor meets certain holding period and other requirements in respect of the Units of the Fund (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment. As stated above, this discussion of the U.S. federal income tax treatment of the Fund includes the Master Fund. If the Master Fund were to fail to qualify to be treated as a RIC, the Fund would also most likely fail to qualify as a RIC.

The Fund intends to distribute at least annually to its Investors all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income (if any) and reserves the right to distribute annually substantially all its net capital gain. Any taxable income, including any net capital gain, retained by the Fund will be subject to tax at the Fund level at regular corporate rates. In the case of net

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents capital gain, the Fund is permitted to designate the retained amount as undistributed capital gain in a timely notice to its Investors (or the Fund, in the case of the Master Fund making such designation) who would then, in turn, be (i) required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) entitled to credit their proportionate share of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of Units owned by an Investor of the Fund (or interests in the Master Fund owned by the Fund, in the case of the Master Fund making such designation) would be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the Investor’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the Investor under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year) or late-year ordinary loss (generally, the sum of its (i) net ordinary loss, if any, from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31, plus its (ii) other net ordinary loss, if any, attributable to the portion , if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.

Excise Tax If the Fund were to fail to distribute in a calendar year at least an amount generally equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year, plus any such amounts retained from the prior year, the Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, the income and gains of Investment Funds and co-investments treated as partnerships for federal tax purposes will be treated as arising in the hands of the Master Fund at the time realized and recognized by the Investment Funds or co-investments. Also, for purposes of the required excise tax distribution, a RIC’s ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year generally are treated as arising on January 1 of the following calendar year. In addition, for these purposes, the Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Given the difficulty of estimating Master Fund income and gains in a timely fashion, each year the Master Fund is likely to be liable for a 4% excise tax, and it is possible that the Fund will also be liable for such tax.

Capital Loss Carryforwards Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against the Fund’s net investment income. Instead, potentially subject to certain limitations, a RIC may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether a RIC retains or distributes such gains. A RIC may carry net capital losses forward to one or more subsequent taxable years without expiration. The Fund must apply long-term capital loss carryforwards first against long-term capital gains, and short-term capital loss carry forwards first against short-term capital gains. The Fund’s available capital loss carryforwards, if any, will be set forth in its annual report for each fiscal year.

Because a RIC cannot “pass through” its losses to its investors, and thus the Master Fund cannot pass through losses to the Fund, any capital losses the Master Fund recognizes for U.S. federal income tax purposes will remain at the Master Fund level until the Master Fund can use them to reduce future capital gains. Accordingly, the Fund generally does not expect to realize any net capital losses, except possibly in the case where it disposes of a certain portion of its investment in the Master Fund at a loss as part of a tender offer by the Master Fund. For further discussion of the effect on the Fund of net capital losses realized by the Master Fund and of the consequences of a redemption by the Fund of a portion of its investment in the Master Fund, see “Investment in Master Fund” below.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Taxation of Fund Investments The Master Fund may invest a significant portion of its assets in Investment Funds and co-investments that are classified as partnerships for U.S. federal income tax purposes.

An entity that is properly classified as a partnership, rather than an association or publicly traded partnership taxable as a corporation, is not itself subject to federal income tax. Instead, each partner of the partnership must take into account its distributive share of the partnership’s income, gains, losses, deductions and credits (including all such items allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partner’s taxable year, without regard to whether such partner has received or will receive corresponding cash distributions from the partnership. Accordingly, the Master Fund, and thus the Fund, may be required to recognize items of taxable income and gain prior to the time that the Master Fund receives corresponding cash distributions from an Investment Fund or co-investment. In such case, the Master Fund might have to borrow money or dispose of investments, including interests in Investment Funds, and the Fund might have to sell interests of the Master Fund, in each case including when it is disadvantageous to do so, in order to make the distributions required in order to maintain their status as RICs and to avoid the imposition of a federal income or excise tax.

In addition, the character of a partner’s distributive share of items of partnership income, gain and loss generally will be determined as if the partner had realized such items directly. Investment Funds and co-investments classified as partnerships for federal income tax purposes may generate income allocable to the Master Fund that is not qualifying income for purposes of the 90% gross income test described above. In order to meet the 90% gross income test, the Master Fund may structure its investments in a way potentially increasing the taxes imposed thereon or in respect thereof. Because the Master Fund may not have timely or complete information concerning the amount and sources of such an Investment Fund’s or co-investment’s income until such income has been earned by the Investment Fund or co-investment or until a substantial amount of time thereafter, it may be difficult for the Master Fund to satisfy the 90% gross income test.

Furthermore, it may not always be clear how the asset diversification rules for RIC qualification will apply to the Master Fund’s investments in Investment Funds or co-investments that are classified as partnerships for federal income tax purposes. It is possible that the Master Fund and the Fund will engage the services of a third-party service provider to collect, aggregate and analyze data on the Master Fund’s direct and indirect investments in order to ensure that the Master Fund meets the asset diversification test. In the event that the Master Fund believes that it is possible that it will fail the asset diversification requirement at the end of any quarter of a taxable year, it may seek to take certain actions to avert such failure, including by acquiring additional investments to come into compliance with the asset diversification test or by disposing of non-diversified assets. Although the Code affords the Master Fund the opportunity, in certain circumstances, to cure a failure to meet the asset diversification test, including by disposing of non-diversified assets within six months, there may be constraints on the Master Fund’s ability to dispose of its interest in an Investment Fund that limit utilization of this cure period.

As a result of the considerations described in the preceding paragraphs, the Fund’s and the Master Fund’s intention to qualify and be eligible for treatment as RICs can limit their ability to acquire or continue to hold positions in Investment Funds or co-investments that would otherwise be consistent with their investment strategy or can require them to engage in transactions in which they would otherwise not engage, resulting in additional transaction costs and reducing the Fund’s return to Investors.

As stated above, unless otherwise indicated, references in this discussion to the Fund’s investments, activities, income, gain, and loss include the direct investments, activities, income, gain, and loss of both the Fund and the Master Fund, as well as those indirectly attributable to the Fund as result of the Fund’s or the Master Fund’s investment in any Investment Fund (or other entity, including a co-investment) that is properly classified as a partnership or disregarded entity for U.S. federal income tax purposes (and not an association or publicly traded partnership taxable as a corporation).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Passive Foreign Investment Companies The Master Fund may invest in Investment Funds or in other entities, including co-investments, that are classified as passive foreign investment companies (“PFICs”) for U.S. federal income tax purposes, and Investment Funds themselves may invest in entities that are classified as PFICs. Investments in PFICs could potentially subject the Master Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to its investors. The Master Fund (or, as applicable, the Investment Fund or another entity) generally may elect to avoid the imposition of that tax by, for example, electing to treat a PFIC in which it holds an interest as a “qualified electing fund” (i.e., make a “QEF election”), in which case the Master Fund will be required to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distributions from the PFIC.

In certain circumstances, the Master Fund may be permitted to and elect to mark the gains (and to a limited extent losses) in such PFIC holdings “to the market” as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) such holdings on the last day of the Master Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. If the Master Fund realizes a loss with respect to a PFIC, whether by virtue of selling all or part of its interest in the PFIC or because of the “mark to market” adjustment described above, the loss will be ordinary to the extent of the excess of the sum of the mark-to-market gains over the mark-to-market losses previously recognized with respect to the PFIC. To the extent that the Master Fund’s mark-to-market loss with respect to a PFIC exceeds that limitation, the loss will effectively be taken into account in offsetting future mark-to-market gains from the PFIC, and any remaining loss will generally be deferred until the PFIC interests are sold, at which point the loss will be treated as a capital loss.

Where the mark-to-market election is made, it is possible that the Master Fund will be required to recognize income (which generally must be distributed to the Fund, and in turn to the Fund’s Investors) in excess of the distributions that it receives in respect of an interest in a PFIC. Accordingly, the Master Fund may need to borrow money or to dispose of investments, potentially including its interests in the PFIC, in order to make the distributions required in order to maintain its status as a RIC and to avoid the imposition of a federal income tax and/or the nondeductible 4% excise tax. There can be no assurances, however, that the Master Fund will be successful in this regard; if the Master Fund were unsuccessful in this regard, it could limit the ability of the Master Fund, and thus, the Fund to qualify and be eligible for treatment as a RIC.

In certain cases, neither the Fund nor the Master Fund will be the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will thus not have control over whether the QEF or mark-to-market election is made.

If neither a “mark-to-market” nor a QEF election is made with respect to an interest in a PFIC, the ownership of the PFIC interest may have significantly adverse tax consequences for the Master Fund, and thus the Fund: The holder of the PFIC interest would be subject to an interest charge (at the rate applicable to tax underpayments) on tax liability treated as having been deferred with respect to certain distributions and on gain from the disposition of the interests in a PFIC (collectively referred to as “excess distributions”), even if, where the holder is a RIC, those excess distributions are paid by the RIC as a dividend to its shareholders.

Because it is not always possible to identify a foreign corporation as a PFIC, in certain instances the Fund or the Master Fund may unexpectedly incur the tax and interest charges described above. Any such tax will reduce the value of an Investor’s investment in the Fund.

Investments in Other RICs The Fund’s investment in shares of other mutual funds, ETFs or other companies that qualify as RICs, including, as discussed in “Investment in the Master Fund” below, the Master Fund, (each, an “underlying RIC”), can cause the Fund to be required to distribute greater amounts of net investment income or net capital gain than the Fund would have distributed had it invested directly in the securities held by the underlying RIC, rather than in shares of the underlying RIC. Further, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (e.g., long-term capital gain, exempt interest, eligible for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the underlying RIC.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents If the Fund receives dividends from an underlying RIC and the underlying RIC reports such dividends as “qualified dividend income,” then the Fund is permitted in turn to report a portion of its distributions as qualified dividend income, provided that the Fund meets holding period and other requirements with respect to shares of the underlying RIC.

If the Fund receives dividends from an underlying RIC and the underlying RIC reports such dividends as eligible for the dividends- received deduction, then the Fund is permitted in turn to report its distributions derived from those dividends as eligible for the dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the underlying RIC.

Derivatives, Hedging and Related Transactions In general, option premiums received by the Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If a call option written by the Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by the Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. The gain or loss with respect to any termination of the Fund’s obligation under an option other than through the exercise of the option generally will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by the Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.

Certain covered call-writing activities of the Fund may trigger the U.S. federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods be tolled on offsetting positions in options and stocks deemed to constitute substantially similar or related property. Options on single stocks that are not “deep in the money” may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are “in the money” although not “deep in the money” will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute “qualified dividend income” or qualify for the dividends- received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the 70% dividends-received deduction, as the case may be.

The tax treatment of certain futures contracts entered into by the Fund as well as listed non-equity options written or purchased by the Fund on U.S. exchanges (including options on futures contracts, equity indices and debt securities) will be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short- term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by the Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.

In addition to the special rules described above in respect of futures and options transactions, the Fund’s transactions in other derivative instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by the Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to Investors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.

Book-Tax Differences Certain of the Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of the Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between the Fund’s book income and its taxable income. If such a difference arises, and the Fund’s book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if the Fund’s book income exceeds its taxable income (including realized capital gains), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits, (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its Units, and (iii) thereafter as gain from the sale or exchange of a capital asset.

Special Rules for Debt Obligations Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as having original issue discount (“OID”). OID is, very generally, the excess of the stated redemption price at maturity of a debt obligation over the issue price. OID is treated as interest income and is included in the Fund’s income and is required to be distributed over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the security during the year.

Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired by the Fund in the secondary market may be treated as having “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt obligation (ii) alternatively, the Fund or an Investment Fund treated as a partnership, as applicable, may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund’s income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation, and (iii) the rate at which the market discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund or Investment Fund, as applicable elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayer’s financial statements. Although the application of Section 451 to the accrual of market discount is currently unclear, the Treasury and IRS have announced that they intend to issue proposed regulations providing that Section 451 does not apply to market discount. If Section 451 were to apply to the accrual of market discount, the Fund would be required to include in income any market discount as it takes the same into account on its financial statements.

Some debt obligations with a fixed maturity date of one year or less from the date of issuance may be treated as having OID or, in certain cases, “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price). The Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which OID or acquisition discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Pay-in-kind bonds also will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.

If the Fund holds the foregoing kinds of obligations, or other obligations subject to special rules under the Code, it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary, by disposition of portfolio securities, including at a time when it may not be advantageous to do so. These dispositions may cause the Fund to realize higher amounts of short-term capital gains (generally taxed to Investors at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its Investors may receive a larger Capital Gain Dividend than if the Fund had not held such securities.

A portion of the OID accrued on certain high-yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends received deduction. In such cases, if the issuer of the high-yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends received deduction to the extent attributable to the deemed dividend portion of such OID.

Securities Purchased at a Premium Very generally, where the Fund purchases a bond at a price that exceeds the redemption price at maturity – that is, at a premium—the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without the consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund is permitted to deduct any remaining premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require the Fund to reduce its tax basis by the amount of amortized premium.

At-risk or Defaulted Securities Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as whether or to what extent the Fund should recognize market discount on a debt obligation, when the Fund may cease to accrue interest, OID or market discount, when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by the Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its eligibility for treatment as a RIC and does not become subject to U.S. federal income or excise tax.

Foreign Currency Transactions Any transaction by the Fund in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate Fund distributions to Investors and increase the distributions taxed to Investors as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Commodity-Linked Derivatives The Fund’s use of commodity-linked derivatives can bear on or be limited by the Fund’s intention to qualify as a RIC. Income and gains from certain commodity-linked derivatives does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of certain other commodity-linked derivative instruments in which the Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If the Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other non-qualifying income, caused the Fund’s non-qualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.

Certain Investments in REITs Any investment by the Fund in equity securities of real estate investment trusts qualifying as such under Subchapter M of the Code (“REITs”) may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund Investors for U.S. federal income tax purposes. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.

Mortgage-Related Securities The Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage obligations (“CMOs”) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (“TMPs”). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of the Fund’s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC will be allocated to Investors of the RIC in proportion to the dividends received by such Investors, with the same consequences as if the Investors held the related interest directly. As a result, a RIC investing in such interests may not be a suitable investment for charitable remainder trusts (See, “Tax-Exempt Shareholders” below).

In general, excess inclusion income allocated to Investors (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. Investor, will not qualify for any reduction in U.S. federal withholding tax. An Investor will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.

Investment in the Master Fund Because the Fund will invest all or substantially all of its assets in the Master Fund, its distributable income and gains will normally consist entirely of distributions (or deemed distributions) from the Master Fund and gains and losses on the disposition of units of the Master Fund. To the extent that the Master Fund realizes net losses on its investments for a given taxable year, the Fund will not be able to benefit from those losses unless (i) the losses are capital losses and the Master Fund realizes subsequent capital gains that it can reduce by those losses, or (ii) the Fund is able to recognize its share of the Master Fund’s losses when it disposes of units of the Master Fund. Even if the Fund were able to recognize its share of those losses by making such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for U.S. federal income tax purposes as a short-term capital loss or an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions of Master Fund units against its ordinary income (including distributions of any net short-term capital gains realized by the Master Fund).

As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gain that the Fund will be required to distribute to Investors will be greater than such amounts would have been had the Fund invested directly in the securities held by the Master Fund, rather than investing in units of the Master Fund. For similar reasons, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (e.g., long-term capital gain, exempt interest, eligibility for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the Master Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 26

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents A redemption, if any, of Master Fund units (including a redemption in connection with a tender offer of the Fund) by the Fund generally will be treated as a distribution under Section 301 of the Code (a “Section 301 distribution”) unless the redemption is treated as being any of (i) a complete termination of the Fund’s interest in the Master Fund, (ii) “substantially disproportionate” with respect to the Fund or (iii) otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. The Fund expects that its redemptions, if any, of Master Fund units will be treated as Section 301 distributions. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Master Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the Fund’s tax basis in its units, and thereafter as capital gain.

In the case where the Fund is treated as having received a taxable dividend from the Master Fund, there is a risk that non-tendering investors in the Master Fund, and other investors in the Master Fund who tender some but not all of their units therein or not all of whose units therein are repurchased, in each case whose percentage interests in the Master Fund increase as a result of such tender, will be treated as having received a taxable distribution from the Master Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming units of the Master Fund. Dividend treatment of a tender by the Master Fund would affect the amount and character of income required to be distributed by both the Master Fund and the Fund for the year in which the redemption occurred. It is possible that such a dividend would qualify as qualified dividend income or as a Capital Gain Dividend; otherwise, it would be taxable as ordinary income.

If the Fund receives dividends from the Master Fund, and the Master Fund reports such dividends as “qualified dividend income,” then the Fund is permitted, in turn, to report a portion of its distributions as “qualified dividend income,” provided the Fund meets the holding period and other requirements with respect to units of the Master Fund.

If the Fund receives dividends from the Master Fund, and the Master Fund reports such dividends as eligible for the dividends-received deduction, then the Fund is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Fund meets the holding period and other requirements with respect to units of the Master Fund.

The Fund expects to be a “qualified fund of funds”—that is, a RIC at least 50% of the total assets of which consists, at the close of each quarter of the RIC’s taxable year, of interests in other RICs (including the Master Fund). As a result, the Fund will be permitted to elect to pass through to its Investors foreign income taxes and other similar taxes paid by the Fund in respect of foreign securities held directly by the Fund or by the Master Fund, if the Master Fund itself elected to pass such taxes through to Investors, so that Investors in the Fund will be eligible to claim a tax credit or deduction for such taxes. However, even if the Fund or the Master Fund qualifies to make such election for any year, it may determine not to do so. See “Foreign Taxation” below for more information.

Failure of the Master Fund or the Fund to qualify and be eligible to be treated as a RIC would likely significantly reduce the investment return to the Fund’s Investors.

The Master Fund is permitted to invest up to 25% of its total assets in the Subsidiary, a Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. A RIC generally does not take into account income earned by a U.S. corporation in which it invests unless and until the corporation distributes such income to the RIC as a dividend. Where, as here, the Subsidiary is organized in the U.S., the Subsidiary will be liable for an entity-level U.S. federal income tax on its income from U.S. and non-U.S. sources, as well as any applicable state taxes, which will reduce the Master Fund’s return on its investment in the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income of the Master Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Foreign Taxation Income, proceeds and gains received by the Fund or Master Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. This will decrease the Fund’s yield on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the Master Fund’s assets at the end of its taxable year consists of the securities of foreign corporations, the Master Fund may elect to permit its investors, including the Fund, to claim a credit or deduction on their U.S. federal income tax returns for their pro rata portions of qualified taxes paid by the Master Fund to foreign countries in respect of foreign securities that the Master Fund has held for at least the minimum period specified in the Code. In such a case, the investors, including the Fund, will include in gross income from foreign sources their pro rata share of such taxes paid by the Master Fund. As discussed above, if the Fund is a qualified fund of funds, it also may elect to pass through to its Investors foreign taxes it has paid or foreign taxes passed through to it by any RIC, including the Master Fund, in which it invests that itself was eligible to elect and did elect to pass through such taxes to Investors (see “Investment in Master Fund” and “Investments in Other RICs” above). Even if the Fund is eligible to make such an election for a given year, it may determine not to do so. If the Fund is not so eligible or does not so elect, foreign taxes, if any, would nonetheless reduce the Fund’s taxable income. An Investor’s ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes passed through by the Fund is subject to certain limitations imposed by the Code, which may result in the Investor’s not receiving a full credit or deduction (if any) for the amount of such taxes. Investors who do not itemize deductions on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Investors that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.

If the Fund is not eligible to or does not make the above election, the Fund’s taxable income will be reduced by the foreign taxes paid or withheld, and Investors will not be entitled separately to claim a credit or deduction with respect to such taxes. Members are advised to consult their own tax advisers with respect to the treatment of foreign source income and foreign taxes under the U.S. federal income tax laws.

Taxation of Investors Distributions by the Fund For U.S. federal income tax purposes, distributions of investment income are generally taxable to Investors as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned or is considered to have owned the investments that generated them, rather than how long an Investor has owned his or her interests. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to Investors as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions from capital gains are generally made after applying any available capital loss carryovers. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to Investors as ordinary income. Distributions of investment income reported by the Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the Investor and Fund level. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend income. Distributions of investment income reported by the Fund as derived from eligible dividends will qualify for the “dividends-received deduction” in the hands of corporate Investors, provided holding period and certain other requirements are met. The Fund does not expect a significant portion of Fund distributions to be eligible for the dividends- received deduction.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other things (i) distributions paid by the Fund of net investment income and capital gains and (ii) any net gain from the sale, exchange, or other taxable disposition of interests. Investors are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each Investor early in the succeeding year.

If the Fund makes a distribution to an Investor in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such Investor’s tax basis in its interests, and thereafter as capital gain. A return of capital is not taxable, but it reduces an Investor’s tax basis in its interests, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Investor of its interests.

Distributions are taxable as described herein whether Investors receive them in cash or reinvest them in additional interests. A dividend paid to Investors in January generally is deemed to have been paid by the Fund on December 31 of the preceding year, if the dividend was declared and payable to Investors of record on a date in October, November, or December of that preceding year.

Pursuant to proposed regulations on which the Fund may rely, distributions by the Fund to its shareholders that the Fund properly reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a “section 199A dividend” is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.

Distributions on the Fund’s interests are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such distributions may economically represent a return of a particular Investor’s investment. Such distributions are likely to occur in respect of interests purchased at a time when the Fund’s net asset value reflects either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the Investor paid. Such distributions may reduce the fair market value of the Fund’s interests below the Investor’s cost basis in those interests. As described above, the Fund is required to distribute realized income and gains regardless of whether the Fund’s net asset value also reflects unrealized losses.

Backup Withholding The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual Investor who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the Investor’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Tax-Exempt Investors Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt Investor of the RIC. Notwithstanding this “blocking” effect, a tax-exempt Investor could realize UBTI by virtue of its investment in the Fund if interests in the Fund constitute debt-financed property in the hands of the tax-exempt Investor within the meaning of Section 514(b) of the Code.

A tax-exempt Investor may also recognize UBTI if the Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in Section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a RIC that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a RIC that recognizes “excess inclusion income,” then the RIC will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable CRT, or other Investor, and thus reduce such Investor’s distributions for the year by the amount of the tax that relates to such Investor’s interest in the Fund.

CRTs and other tax-exempt Investors are urged to consult their tax advisors concerning the consequences of investing in the Fund.

Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Members should consult their tax advisors to determine the suitability of Units of the Fund as an investment through such plans.

Sale, Exchange or Redemption of Units From time to time, the Fund intends to make a tender offer for its Units (as described under “Repurchases of Units by the Fund” in the Prospectus). Investors who tender all Fund interests (as previously defined, “Units”) held, or considered to be held, by them will be treated as having sold their interests and generally will realize a capital gain or loss, as discussed in the following paragraph. If an Investor tenders fewer than all of its Units or fewer than all Units tendered are repurchased, such Investor may be treated as having received a so-called “Section 301 distribution,” taxable in whole or in part as a dividend upon the tender of its Units, unless the redemption is treated as being either (i) “substantially disproportionate” with respect to such Investor or (ii) otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing an Investor’s tax basis in its Units, and thereafter as capital gain. Where the Investor is treated as receiving a dividend, there is a risk that non-tendering Investors and Investors who tender some but not all of their Units or fewer than all of whose Units are repurchased, in each case whose percentage interests in the Fund increase as a result of such tender, will be treated as having received a taxable dividend distribution from the Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming Units of the Fund.

The sale, redemption or other taxable disposition of Fund Units generally will give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Units will be treated as long-term capital gain or loss if the Units have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Units will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Units held by an Investor for six months or less will be treated as long-term, rather than short- term, to the extent of any Capital Gain Dividends received (or deemed received) by the Investor with respect to the Units. Further, all or a portion of any loss realized upon a taxable disposition of Units will be disallowed under the Code’s “wash sale” rule if other substantially identical Units are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased Units will be adjusted to reflect the disallowed loss.

To the extent that the Fund recognizes net gains on the liquidation of portfolio securities to meet tenders made pursuant to its tender offers or otherwise repurchases Units, the Fund will be required to make additional distributions to its Investors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Upon the sale, exchange or redemption of Units, the Fund or, in the case of Units purchased through a financial intermediary, the financial intermediary, may be required to provide an Investor and the IRS with cost basis and certain other related tax information about the Units the Investor sold, exchanged or redeemed. See the Prospectus for more information.

Foreign Investors Distributions by the Fund to an Investor that is not a “U.S. person” within the meaning of the Code (a “Foreign Investor”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.

In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long- term capital losses and (2) “interest-related dividends” as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual Foreign Investor, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to Investors. The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual Foreign Investor who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the Foreign Investor of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a Foreign Investor (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the Foreign Investor is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the Foreign Investor and the Foreign Investor is a controlled foreign corporation. If a Fund invests in a RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to Foreign Investors. The Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.

In the case of Units held through an intermediary, the intermediary may withhold even if a RIC reports all or a portion of a payment as an interest-related or short-term capital gain dividend to investors. Foreign Investors should contact their intermediaries regarding the application of these rules to their accounts.

Distributions by the Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, and interest- related dividends (e.g. dividends attributable to foreign-source dividend and interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

A Foreign Investor is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of Units of the Fund unless (i) such gain is effectively connected with the conduct by the Foreign Investor of a trade or business within the United States, (ii) in the case of a Foreign Investor that is an individual, the Investor is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the Foreign Investor’s sale of Units of the Fund (as described below).

Special rules would apply if the Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents a USRPHC or very generally, an entity that has been a USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than 10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether the Fund is a QIE. If an interest in the Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.

If the Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a Foreign Investor attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands, and (ii) gains realized on the disposition of USRPIs by a Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s Foreign Investors and would be subject to U.S. tax withholding. In addition, such distributions could result in the Foreign Investor being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a Foreign Investor, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the Foreign Investor’s current and past ownership of the Fund.

The Fund generally does not expect that it will be a QIE.

Foreign Investors also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase of Units of the Fund. In general, if a Foreign Investor disposes of an interest in a domestically controlled QIE during the 30-day period before the ex-dividend date of a distribution that the Foreign Investor would (but for the disposition) have treated as USRPI gain, and acquires, or enters into a contract or option to acquire, a substantially identical interest in that entity during the 61-day period that began on the first day of the 30-day period, the Foreign Investor is treated as having USRPI gain in an amount equal to the portion of such distribution that would have been treated as USRPI gain in the absence of such disposition.

Foreign Investors should consult their tax advisors and, if holding Units through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund.

Foreign Investors with respect to whom income from the Fund is effectively connected with a trade or business conducted by the Foreign Investor within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in Units of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a Foreign Investor is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the Foreign Investor in the United States. More generally, Foreign Investors who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.

In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Foreign Investor must comply with special certification and filing requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign Investors should consult their tax advisors in this regard. Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Units through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Units through foreign entities should consult their tax advisors about their particular situation.

A Foreign Investor may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Tax Shelter Reporting Regulations Under Treasury regulations, if an Investor recognizes a loss of $2 million or more for an individual Investor or $10 million or more for a corporate Investor, the Investor must file with the IRS a disclosure statement on IRS Form 8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, investors in a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to investors in most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Investors should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Investor Reporting Obligations with Respect to Foreign Bank and Financial Accounts Investors that are U.S. persons and own, directly or indirectly, more than 50% of the Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Investors should consult a tax advisor, and persons investing in the Fund through an intermediary should consult their intermediary, regarding the applicability to them of this reporting requirement.

Other Reporting and Withholding Requirements Sections 1471-1474 of the Code and the U.S. Treasury regulations and IRS guidance issued thereunder (collectively, “FATCA”) generally require the Fund to obtain information sufficient to identify the status of each of its interest holders under FATCA or under an applicable intergovernmental agreement (an “IGA”) between the United States and a foreign government. If an Investor fails to provide the requested information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that Investor on ordinary dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by the Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to Foreign Investors described above (e.g., short-term Capital Gain Dividends, and interest-related dividends).

Each prospective Investor is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements with respect to the prospective Investor’s own situation, including investments through an intermediary.

General Considerations The U.S. federal income tax discussion set forth above is for general information only. Prospective Investors should consult their tax advisors regarding the specific federal tax consequences of purchasing, holding, and disposing of interests of the Fund, as well as the effects of state, local, foreign, and other tax law and any proposed tax law changes.

FINANCIAL STATEMENTS

The audited financial statements and related report of PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, are contained in the Fund’s annual report to members and are hereby incorporated by reference thereto. No other portions of the Fund’s annual report will be incorporated by reference. A copy of the Fund’s annual report may be obtained without charge by contacting BNY Mellon Investment Servicing (US) Inc. at (877) 355-1566 or on the SEC’s website at www.sec.gov.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents APPENDIX A: ADVISER PROXY VOTING POLICIES AND PROCEDURES

Proxy Voting Policy

Last updated September 2015 Overview and Policies Pantheon has adopted and implemented written policies and procedures reasonably designed to ensure that Pantheon applies a sufficient duty of care and acts in the best interest of its clients when exercising voting authority on behalf of its clients.1 The following policies and procedures address instances where Pantheon is asked to (1) vote with respect to a directly held underlying portfolio company security or exchange-traded funds (“ETFs”) held by certain Pantheon managed SEC registered investment companies; (2) vote, approve or consent to an action with respect to an underlying fund investment (e.g., amending a Limited Partnership Agreement) on behalf of its clients; or (3) vote with respect to ETFs held by Pantheon managed collective investment trusts. To the extent that Pantheon holds other types of investments in the future, these policies and procedures will be amended accordingly. For purposes of these policies and procedures, “clients” refer to Pantheon’s funds-of-funds and separate account clients.

The best interest of each client shall be the primary consideration when voting on behalf of clients. Each issue shall receive individual consideration based on all relevant facts and circumstances. Exhibits A and B attached hereto contain Pantheon’s Proxy Voting Guidelines for directly held portfolio company securities, ETFs held by certain Pantheon managed SEC registered investment companies and underlying fund investments. ETF proposals for Pantheon managed collective investment trusts and other proposals not specifically addressed by Pantheon’s guidelines are evaluated on a case-by-case basis, taking into account State Street Global Advisors’ Proxy Voting and Engagement Guidelines (“SSgA Guidelines”) or such other providers’ proxy voting policies and keeping in mind that the objective is to vote in the best interest of each client.

With respect to ERISA accounts, it is Pantheon’s policy to fully comply with all ERISA provisions regarding proxy voting for ERISA accounts and to the extent possible, amend its policies and procedures from time to time to reflect the Department of Labor’s views of the proxy voting duties and obligations imposed by ERISA with respect to ERISA accounts. Pantheon shall act prudently, solely in the interests of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them. Proxy voting rights have been declared by the Department of Labor to be valuable plan assets and therefore exercised in accordance with the fiduciary duties under ERISA.

Procedures Should Pantheon need to exercise proxy voting power with respect to a portfolio company investment or an underlying fund investment, the following steps are taken: 1. The relationship/portfolio manager (“PM”) for the investment reviews the issue(s), consulting with other investment professionals as necessary. 2. The PM must exercise reasonable diligence to determine whether any conflicts of interest exist between Pantheon (and its affiliates) on the one hand, and its clients on the other hand, with respect to the issue(s). If the PM has knowledge of an actual or potential conflict of interest with respect to an issue being considered by the PM, which arises through a personal or professional (other than through employment by Pantheon) relationship, the PM will refer the issue to a Partner for action.2 The PM has a duty to disclose any such conflicts.

1 SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Act”). 2 For example, a conflict may exist if the PM has a spouse or close family member or friend who is a director or executive officer of a company whose securities are the subject of the proxy solicitation.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 3. If a material or non-material conflict is identified, the issue must be brought to the attention of Pantheon’s Chief Compliance Officer. 4. The best interest of the client shall be the primary consideration in the PM’s decision-making process. The PM will consult the guidelines set forth in Exhibits A and B and the SSgA Guidelines or such other providers’ proxy voting policies. Pantheon should generally vote in accordance with these guidelines, however, deviation is permissible if warranted by specific facts and circumstances of the situation, and approved by a Pantheon Partner. 5. Pantheon’s voting recommendation is documented by the PM and approved in writing by a Partner or a designee and documentation is retained in the CAM system.

Upon request by a client, Pantheon shall provide the client a copy of its guidelines and/or information on its voting record with respect to the client’s account.

Responsible Parties Pantheon’s Partners are responsible for supervising investment professionals’ overall compliance with these policies and procedures. Each PM is responsible for implementation in accordance with these policies and procedures. Pantheon’s Investment teams are responsible for executing on approved voting recommendations and for recordkeeping. Breaches of these policies and procedures shall be reported to Pantheon’s Compliance team, which is responsible for escalating the issue to Pantheon’s Partnership Board as appropriate.

Pantheon’s Partners (or other designated senior member of the U.S. investment team) shall review these policies and procedures at least annually and work together with Pantheon’s Compliance team to update them as needed.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Recordkeeping Pantheon maintains the following proxy records: 1. A copy of these policies and procedures; 2. A copy of each proxy statement the firm receives regarding client’s securities; 3. A record of each vote cast by the firm on behalf of a client; 4. A copy of any document created by Pantheon that was material to making a decision how to vote proxies on behalf of a client or that memorialized the basis for that decision; 5. A copy of each written client request for information on how Pantheon voted proxies on behalf of the client, and a copy of any written response by Pantheon to any (written or oral) client request for information on how the firm voted proxies on behalf of the requesting client.

The proxy voting records described in the section must be maintained and preserved in an easily accessible place for a period of not less than five years and kept on site for a period of not less than two years (and will be preserved for a minimum of 7 years under internal Pantheon Policy).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT A

PROXY VOTING GUIDELINES

FOR DIRECTLY HELD PORTFOLIO COMPANY SECURITIES AND ETFS HELD BY PANTHEON MANAGED SEC REGISTERED INVESTMENT COMPANYS I. Boards of Directors A. Voting On Director Nominees in Uncontested and Contested Elections Votes on director nominees are made on a case-by-case basis, examining a number of factors including but not limited to: long-term financial performance record relative to a market index; composition of board and key board committees; nominee’s attendance at meetings during the past two years; nominee’s investment in the company; whether the Chairman is also serving as CEO; qualifications of nominee; number of other board seats held by nominee and other significant duties that will impact the nominee’s time commitment to the board; and in the case of contested elections, evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met. B. Chairman and CEO are the Same Person Pantheon votes on a case-by-case basis on proposals that would require the positions of chairman and CEO to be held by different persons. In general, proposals are supported that seek different persons to serve as the Chairman and CEO. C. Majority of Independent Directors Proposals that request that the board be comprised of a majority of independent directors are evaluated on a case-by-case basis. In general, proposals are supported that seek to require that a majority of directors be independent. D. Stock Ownership Requirements Pantheon votes against proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board. E. Term of Office Pantheon votes against proposals to limit the tenure of directors. Pantheon believes that a director’s qualification, not length of service, should be the only factor considered. F. Director and Officer Indemnification and Liability Protection Proposals concerning director and officer indemnification and liability protection are evaluated on a case-by-case basis. Generally, Pantheon will vote for indemnification provisions that are in accordance with state law. Pantheon will vote for proposals adopting indemnification for directors with respect to acts conducted in the normal course of business. Pantheon will vote for proposals that expand coverage for directors and officers in the event their legal defense is unsuccessful but where the director was found to have acted in good faith and in the best interests of the company. Pantheon will vote against indemnification for gross negligence.

II. Executive and Director Compensation In general, executive and director compensation plans are voted on a case-by-case basis, with the view that viable compensation programs reward the creation of stockholder wealth by having a high payout sensitivity to increases in shareholder value. Compensation plans should include clear performance goals related to the company’s short term and especially long-term performance.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents A. Proposals to Limit Executive and Director Pay All proposals that seek to limit executive and director pay are reviewed on a case-by-case basis. B. Golden and Tin Parachutes All proposals to ratify or cancel golden or tin parachutes are reviewed on a case-by-case basis. C. Employee Stock Ownership Plans (“ESOPs”) Pantheon votes for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares). D. 401(k) Employee Benefit Plans Proposals to implement a 401(k) savings plan for employees are reviewed on a case-by-case basis.

III. Proxy Contest Defenses A. Board Structure: Staggered vs. Annual Elections Pantheon votes against proposals to classify the board. Pantheon votes for proposals to repeal classified boards and to elect all directors annually. B. Shareholder Ability to Remove Directors Pantheon votes against proposals that provide that directors may be removed only for cause. Pantheon will vote for proposals to restore shareholder ability to remove directors with or without cause. Pantheon will vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies. Pantheon will vote for proposals that permit shareholders to elect directors to fill board vacancies. C. Cumulative Voting Pantheon votes for proposals to permit cumulative voting. D. Shareholder Ability to Call Special Meetings Pantheon votes against proposals to restrict or prohibit shareholder ability to call special meetings. Pantheon votes for proposals that remove restrictions on the right of shareholders to act independently of management. E. Shareholder Ability to Act by Written Consent Pantheon votes for proposals to allow shareholders to take action by written consent. F. Shareholder Ability to Alter the Size of the Board Pantheon votes against proposals that give management the ability to alter the size of the board without shareholder approval. Proposals to change the number of directors are considered on a case-by-case basis.

IV. Tender Offer Defenses A. Poison Pills Pantheon votes for proposals that ask a company to submit its poison pill for shareholder ratification. Pantheon votes against proposals to ratify a poison pill.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents B. Fair Price Provisions A Fair Price Provision in the company’s charter or by-laws is designed to ensure that each shareholder’s securities will be purchased at the same price if the corporation is acquired under a plan not agreed to by the Board. Pantheon will consider fair price provisions on a case-by-case basis. C. Greenmail Greenmail, commonly referred to as “legal corporate blackmail”, are payments made to a potential hostile acquirer who has accumulated a significant percentage of a company’s stock. Pantheon will vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments. Pantheon reviews on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments. D. Unequal Voting Rights Proposals seeking shareholder approval for the issuance of stock with unequal voting rights generally are used as an anti- takeover devices. Unequal voting rights plans are designed to reduce the voting power of existing shareholders and concentrate a significant amount of voting power in the hands of management. Pantheon votes against proposals granting unequal voting rights. E. Supermajority Amendments In most instances, Pantheon will vote against these proposals for supermajority vote requirements and will vote for shareholder proposals that seek to reinstate the simple majority vote requirement.

V. Miscellaneous Governance Provisions A. Equal Access Pantheon votes for proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board. B. Bundled Proposals Pantheon does not generally support proposals that “link” or “bundle” two elements or issues together in one and prefer to see each submitted separately, but reviews such items on a case-by-case basis.

VI. Capital Structure A. Common Stock Authorization Pantheon reviews on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue. B. Stock Distributions: Splits and Dividends Pantheon reviews proposals to increase common share authorization for a stock split on a case-by-case basis. C. Reverse Stock Splits Pantheon reviews proposals to implement a reverse stock split on a case-by-case basis.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents D. Blank Check Preferred Authorization Pantheon votes for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights. Pantheon reviews on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights. Pantheon reviews on a case-by-case basis proposals to increase the number of authorized blank check preferred shares. E. Share Repurchase Programs Pantheon votes for proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

VII. State of Incorporation Proposals to change a company’s state of incorporation are examined on a case-by-case basis.

VIII. Ratifying Auditors Pantheon generally votes for proposals to ratify auditors, unless: an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

IX. Social Responsibility, Environmental and Political Issues Pantheon assesses proposals involving social responsibility, environmental and political issues on a case-by-case basis.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT B

PROXY VOTING GUIDELINES

FOR UNDERLYING FUND INVESTMENTS

I. Boards of Directors See Proxy Voting Guidelines for Directly Held Portfolio Company Securities.

Company Management A. General Partner/Manager Replacement Pantheon generally votes for proposals to replace management in for cause situations. Other situations are considered on a case-by-case basis. B. General Partner/Manager Resource Allocation Pantheon votes against proposals that divert or create competition for the resources of the General Partner or the Manager of the fund. C. Transfer of General Partner’s/Manager’s Interest Pantheon considers management proposals on a case-by-case basis that request approval to sell, assign, or transfer the interest of the General Partner or key management team to a third party.

III. Capital Structure A. Capitalization Process For closed-end funds, Pantheon will consider extensions to the period for raising capital if the General Partner can demonstrate that a larger fund benefits investors or is counteracted by an increased transaction pipeline and an adequate resource commitment to managing the additional capital. B. Debt Changes to pre-specified limits and guidelines on fund borrowing, including lines of credit, will be considered on a case-by-case basis.

IV. Fund Operations A. Investment Period Pantheon generally votes for proposals to terminate the investment period if key management personnel change without adequate replacement or if the fund’s strategy is no longer viable. Other situations are considered on a case-by-case basis. B. Term Extensions or premature termination of a closed-end fund will be considered on a case-by-case basis considering the impact on value of shareholders/partners investments.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents C. Diversification/Investment Limitations Changes to diversification/investment limits will be considered on a case-by-case basis. D. Affiliate Transactions Pantheon considers affiliate transactions on a case-by-case basis. E. Distributions In Kind Pantheon will consider proposals to make Distributions in Kind on a case-by-case basis, although Pantheon would generally support distributions of freely tradable publicly traded securities.

V. Fund Restructurings Pantheon considers on a case-by-case basis those transactions whereby a fund (using all or a portion of its assets) seeks to become publicly owned or seeks to merge with another private entity. With the assistance of consultants and advisors, Pantheon will evaluate whether the transaction is in the long-term best economic interest of the investors or whether it is designed to further the interests of current management at a cost to investors. In addition to economic analyses, Pantheon will consider whether: (a) other potential bidders have had an opportunity to investigate the company and make competing bids; (b) management has used a “lockup” device that prevented third party bidders from competing fairly; or (c) management with a controlling interest is willing to match or exceed competing offers. Pantheon will also consider whether a “fairness opinion” has been issued and, if so, on what terms the provider of the opinion was retained. Finally, Pantheon will weigh governance issues to ensure that shareholder rights are not destroyed. If the evaluation indicates that management is not pursuing fully the shareholders’ interests, Pantheon will not support the proposal. If the evaluation indicates that management has pursued the interests of shareholders in seeking to maximize the value, Pantheon will support the proposal.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART C. OTHER INFORMATION Item 25. Financial Statements and Exhibits. 1. Financial Included in Part A: Not applicable. Statements: Included in Part B: Audited financial statements and related report of PricewaterhouseCoopers LLP – to be filed by amendment. 2. Exhibits: (a) (1) Certificate of Formation. (i) (2) Limited Liability Company Agreement – included as Appendix A to the Registrant’s Prospectus. (3) By-Laws dated December 9, 2015. (v) (b) Not Applicable. (c) Not Applicable. (d) See Item 25(2)(a)(2). (e) None. (f) Not Applicable. (g) (1) Form of Investment Management Agreement. (i) (2) Amended and Restated Expense Limitation and Reimbursement Agreement. (iv) (3) Second Amended and Restated Expense Limitation and Reimbursement Agreement. (v) (4) Third Amended and Restated Expense Limitation and Reimbursement Agreement – filed herewith. (h) (1) Amended and Restated Distribution Agreement. (iv) (2) Second Amended and Restated Distribution Agreement. (vi) (3) Amended and Restated Distribution and Service Plan. (iv) (4) Multiple Class Expense Allocation Plan Pursuant to Rule 18f-3. (iv) (5) Third Amended and Restated Distribution Agreement. (vii) (6) Sub-Distribution Agreement between AMG Distributors, Inc. and Pantheon Securities, LLC. (vii) (i) Not Applicable. (j) (1) Form of Custody Agreement between the Registrant, AMG Pantheon Master Fund, LLC (the “Master Fund”) and The Bank of New York Mellon. (ii) (2) Amendment to Custody Agreement – filed herewith.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (k) (1) Form of Administration Agreement between the Registrant and AMG Funds LLC. (i) (2) Form of Transfer Agency and Shareholder Services Agreement between the Registrant, the Master Fund and BNY Mellon Investment Servicing (US) Inc. (ii) (3) (a) Form of Fund Administration and Accounting Agreement between the Registrant, the Master Fund and The Bank of New York Mellon. (ii) (b) Amendment to Fund Administration and Accounting Agreement – filed herewith. (4) Form of State Filing Services Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc. (ii) (l) Opinion and consent of Ropes & Gray LLP as to the Registrant’s Shares. (viii) (m) Not Applicable. (n) Consent of PricewaterhouseCoopers LLP – filed herewith. (o) Not Applicable. (p) Subscription Agreement. (iv) (q) Not Applicable. (r) (1) Code of Ethics of AMG Pantheon Fund, LLC. – filed herewith. (2) Code of Ethics of Pantheon Ventures (US) LP. – filed herewith. (3) Code of Ethics of AMG Distributors, Inc. – filed herewith. (s) Power of Attorney for Kurt A. Keilhacker, Eric Rakowski, Victoria L. Sassine, Christine C. Carsman, Keitha L. Kinne and Thomas Disbrow, dated March 22, 2018. (vii) Notes: (i) Filed as an exhibit to the Registrant’s Registration Statement on Form N-2, Registration No. 811-22973 (filed May 28, 2014), and hereby incorporated by reference. (ii) Filed as an exhibit to the Registrant’s Registration Statement No. 333-199318 under the Securities Act of 1933, and Amendment No. 2 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed October 14, 2014), and hereby incorporated by reference. (iii) Filed as an exhibit to the Registrant’s Registration Statement No. 333-199318 under the Securities Act of 1933, and Amendment No. 3 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed August 24, 2015), and hereby incorporated by reference.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (iv) Filed as an exhibit to the Registrant’s Registration Statement No. 333-199318 under the Securities Act of 1933, and Amendment No. 4 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed October 26, 2015), and hereby incorporated by reference. (v) Filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement No. 333-199318 under the Securities Act of 1933, and Amendment No. 5 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed May 20, 2016), and hereby incorporated by reference. (vi) Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement No. 333-199318 under the Securities Act of 1933, and Amendment No. 7 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed May 12, 2017), and hereby incorporated by reference. (vii) Filed as an exhibit to the Registrant’s Registration Statement No. 333-224873 under the Securities Act of 1933, and Amendment No. 10 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed May 11, 2018), and hereby incorporated by reference. (viii) Filed as an exhibit to the Registrant’s Registration Statement No. 333-224873 under the Securities Act of 1933, and Amendment No. 11 to Registration Statement No. 811-22973 under the Investment Company Act of 1940 (filed July 24, 2018), and hereby incorporated by reference.

Item 26. Marketing Arrangements: Not Applicable.

Item 27. Other Expenses of Issuance and Distribution: Not Applicable.

Item 28. Persons Controlled by or Under Common Control with Registrant: AMG Pantheon Subsidiary Fund, LLC (the “Subsidiary”), a Delaware limited liability company, is a wholly-owned subsidiary of the Master Fund and is consolidated for financial reporting purposes. In addition, the Registrant, the Master Fund and the Subsidiary may be deemed to be controlled by Pantheon Ventures (US) LP, the adviser of the Registrant, the Master Fund and the Subsidiary (the “Adviser”). Information regarding the ownership of the Adviser is set forth in its Form ADV as filed with the Securities and Exchange Commission (the “SEC”) (File No. 801-71327), and is incorporated herein by reference.

Item 29. Number of Holders of Securities as of April 30, 2019:

Number of Record Title of Class Holders Advisory Class 194 Brokerage Class 1 Institutional Class 64 Institutional Plus Class 27

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Item 30. Indemnification: Reference is made to Section 3.6 of the Registrant’s Limited Liability Company Agreement (the “LLC Agreement”), included as Appendix A to the Prospectus, and to Paragraph 7 of the Registrant’s Investment Management Agreement (the “Investment Management Agreement”), filed as Exhibit (g)(1) to the Registrant’s Registration Statement on Form N-2, Registration No. 811-22973 (filed May 28, 2014). The Registrant hereby undertakes that it will apply the indemnification provisions of the LLC Agreement and the Investment Management Agreement in a manner consistent with Release 40-11330 of the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in effect.

The Registrant maintains insurance on behalf of any person who is or was an independent director, officer, employee or agent of the Registrant against certain liability asserted against and incurred by, or arising out of, his or her position. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify. In addition, Affiliated Managers Group, Inc. maintains insurance on behalf of Christine Carsman, an employee of Affiliated Managers Group, Inc. and an interested director of the Fund, against certain liability asserted against and incurred by, or arising out of, her positions.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser: The Adviser is the investment adviser to the Fund, and its business is summarized in Part A and Part B of this Registration Statement under the sections entitled “Management of the Fund” and “Investment Management and Other Services,” respectively. Information regarding any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and each member, director, executive officer, or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, director, officer, employee, partner or director, is included in its Form ADV as filed with the SEC (File No. 801-71327), and is incorporated herein by reference.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Item 32. Location of Accounts and Records: AMG Funds LLC, the Registrant’s administrator, maintains certain required accounting related and financial books and records of the Registrant at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Other required books and records are maintained by Pantheon Ventures (US) LP at 600 Montgomery Street, 23rd Floor San Francisco, California 94111 or 1095 Sixth Avenue, 32nd Floor, New York, New York 10036 or by The Bank of New York Mellon at 111 Sander Creek Parkway, 2nd Floor, East Syracuse, New York 13057.

Item 33. Management Services: None.

Item 34. Undertakings: 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4. The Registrant undertakes: a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (1) To include any prospectus required by Section 10(a)(3) of the1933 Act; (2) To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; b. that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; d. each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; e. that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. 5. Not applicable. 6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, its Statement of Additional Information.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Greenwich and State of Connecticut, on the 10th day of May, 2019.

AMG PANTHEON FUND, LLC

By: /s/ Keitha L. Kinne Name: Keitha L. Kinne Title: Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signatures Title Date

/s/ Christine C. Carsman* Director May 10, 2019 Christine C. Carsman

/s/ Kurt Keilhacker* Director May 10, 2019 Kurt Keilhacker

/s/ Eric Rakowski* Director May 10, 2019 Eric Rakowski

/s/ Victoria Sassine* Director May 10, 2019 Victoria Sassine

/s/ Keitha L. Kinne Principal Executive Officer May 10, 2019 Keitha L. Kinne

/s/ Thomas Disbrow Principal Financial May 10, 2019 Thomas Disbrow and Accounting Officer

By: /s/ Thomas Disbrow Thomas Disbrow

* Attorney-in-Fact pursuant to Powers of Attorney dated March 22, 2018.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents SIGNATURES

AMG Pantheon Master Fund, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Greenwich and State of Connecticut, on the 10th day of May, 2019.

AMG PANTHEON MASTER FUND, LLC

By: /s/ Keitha L. Kinne Name: Keitha L. Kinne Title: Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signatures Title Date

/s/ Christine C. Carsman* Director May 10, 2019 Christine C. Carsman

/s/ Kurt Keilhacker* Director May 10, 2019 Kurt Keilhacker

/s/ Eric Rakowski* Director May 10, 2019 Eric Rakowski

/s/ Victoria Sassine* Director May 10, 2019 Victoria Sassine

/s/ Keitha L. Kinne Principal Executive Officer May 10, 2019 Keitha L. Kinne

/s/ Thomas Disbrow Principal Financial May 10, 2019 Thomas Disbrow and Accounting Officer

By: /s/ Thomas Disbrow Thomas Disbrow

* Attorney-in-Fact pursuant to Powers of Attorney dated March 22, 2018.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT INDEX

Exhibit No. Description (g)(4) Third Amended and Restated Expense Limitation and Reimbursement Agreement (j)(2) Amendment to Custody Agreement (k)(3)(b) Amendment to Fund Administration and Accounting Agreement (n) Consent of PricewaterhouseCoopers LLP (r)(1) Code of Ethics of AMG Pantheon Fund, LLC (r)(2) Code of Ethics of Pantheon Ventures (US) LP (r)(3) Code of Ethics of AMG Distributors, Inc.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document May , 2019

LETTER AGREEMENT

AMG Pantheon Fund, LLC, AMG Pantheon Master Fund, LLC and AMG Pantheon Subsidiary Fund, LLC 600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830

Re: Third Amended and Restated Expense Limitation and Reimbursement Agreement

Ladies and Gentlemen: This Letter Agreement documents (i) an undertaking by Pantheon Ventures (US) LP (the “Adviser”) to limit the total operating expenses of AMG Pantheon Fund, LLC (the “Fund”); and (ii) our agreement regarding the extent to which the Adviser will, under certain circumstances, receive payment from the Fund, AMG Pantheon Master Fund, LLC, and AMG Pantheon Subsidiary Fund, LLC (the “Subsidiary,” and together with AMG Pantheon Master Fund, LLC, the “Master Fund”) as recoupment of certain amounts paid, waived, or reimbursed by the Adviser to the Fund and the Master Fund in fulfillment of an undertaking by the Adviser to limit the expenses of the Fund. This Letter Agreement shall terminate in the event the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement between the Adviser and the Fund’s Board of Directors.

From time to time hereafter, the Adviser may undertake to waive the investment management fee payable by the Master Fund (but not below zero), to be borne pro rata by the Master Fund’s unitholders, and pay or reimburse the Fund’s expenses (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund, in the latter case as borne pro rata by the Master Fund’s unitholders), in that order, such that the Fund’s total annual operating expenses (exclusive of certain items listed below) do not exceed a certain amount (the “Expense Cap”). If the Adviser undertakes (i) to waive the investment management fees payable by the Master Fund pursuant to the Expense Cap or (ii) to pay or reimburse the Fund’s expenses pursuant to the Expense Cap, the Fund, or, with respect to the waived management fee, the Master Fund, will be obligated to pay the Adviser all such amounts paid, waived, or reimbursed by the Adviser pursuant to the Expense Cap, provided that (A) the amount of such additional payment in any year, together with all other expenses of the Fund (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in the aggregate, would not cause the Fund’s total annual operating expenses, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund (exclusive of (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund; (d) fees and expenses incurred in connection

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with any credit facilities obtained by the Master Fund; (e) taxes of the Master Fund; (f) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Master Fund; (g) fees and expenses billed directly to the Subsidiary by any accounting firm for auditing, tax and other professional services provided to the Subsidiary; and (h) fees and expenses paid by the Subsidiary for custody and fund administration services provided to the Subsidiary; and (ii) (a) the investment management fee, if any, paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (f) any distribution and/or service fees paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Fund) in any such year to exceed the amount of the Expense Cap, (B) the amount of such additional payment shall be borne pro rata by all Fund unitholders or Master Fund unitholders, as applicable, and (C) no such additional payments by the Fund, or, with respect to the waived management fee, the Master Fund, will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36) months after the date the Fund, or, with respect to the waived management fee, the Master Fund, accrues a liability with respect to such amounts paid, waived, or reimbursed by the Adviser.

Any payments by the Fund or the Master Fund under this Letter Agreement shall be in addition to all amounts otherwise payable to the Adviser as an investment management fee or any other fee for services to the Fund or the Master Fund.

Effective as of May , 2019, and continuing until such time that this Letter Agreement is terminated in accordance with the terms set forth in the last sentence of the first paragraph of this Letter Agreement, the Adviser hereby undertakes to limit the total annual operating expenses of the Fund, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund (exclusive of (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund, (d) fees and expenses incurred in connection with any credit facilities obtained by the Master Fund; (e) taxes of the Master Fund; (f) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Master Fund; (g) fees and expenses billed directly to the Subsidiary by any accounting firm for auditing, tax and other professional services provided to the Subsidiary; and (h) fees and expenses paid by the Subsidiary for custody and fund administration services provided to the Subsidiary; and (ii) (a) the investment management fee, if any, paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (f) any distribution and/or service fees paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Fund) to the annual rate of 1.45% of the net assets attributable to the Fund as of the end of each calendar month.

Page 2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sincerely,

Pantheon Ventures (US) LP

By: Name: Title:

Date:

ACKNOWLEDGED AND ACCEPTED

AMG Pantheon Fund, LLC

By: Name: Title:

Date:

AMG Pantheon Master Fund, LLC

By: Name: Title:

Date:

AMG Pantheon Subsidiary Fund, LLC

By: Name: Title:

Date:

Page 3

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXECUTION

AMENDMENT

AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

WHEREAS, the Funds and the BNY Mellon have entered into a Custody Agreement dated as of September 30, 2014 (the “Agreement”), pursuant to which BNY Mellon provides services to the Funds, one or more of which is a registered closed-end investment company; and

WHEREAS, in connection with the formation of AMG Pantheon Subsidiary Fund, LLC (the “Subsidiary”), a wholly owned subsidiary of AMG Pantheon Master Fund, LLC, the parties desire to add the Subsidiary as a party to the Agreement;

WHEREAS, the parties desire to make clear that, subject to the conditions below, the terms and provisions of the Agreement shall be construed to apply to the Subsidiary and any additional investment vehicle that may become a party to the Agreement; and

WHEREAS, the parties wish to make certain modifications to the services set forth in the Agreement.

NOW, THEREFORE, in consideration of the forgoing premises and mutual covenants, agreements and promises contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows: 1. Amendments to the Agreement. a. The following Definitions are hereby added to Section 1.1 of the Agreement: ““Economic Sanctions Compliance Program” shall mean those programs, policies, procedures and measures designed to ensure compliance with, and prevent violations of, Sanctions. “Sanctions” shall mean all economic sanctions, laws, rules, regulations, executive orders and requirements administered by any governmental authority of the U.S. (including the U.S. Office of Foreign Assets Control), and the European Union (including any national jurisdiction or member state thereof), in addition to any other applicable authority with jurisdiction over the Fund.” b. The following section is hereby added to Section 9 of the Agreement: “9.9 Sanctions. (a) Throughout the term of this Agreement, the Fund (i) shall maintain, and comply with, an Economic Sanctions Compliance Program which includes measures to accomplish effective and timely scanning of all relevant data with respect to its clients and with respect to incoming or outgoing assets or transactions; (ii) shall ensure that neither the Fund nor any of its affiliates, directors, officers, employees or clients (to the extent such clients are covered by this Agreement) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions, or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; and (iii) shall not, directly or indirectly, use the Accounts in any manner that would result in a violation of Sanctions. While the Funds have responsibility for the items set forth above, it is noted that certain duties relating to the Funds’ Economic Sanctions Compliance Program have been delegated by the Funds to their transfer agent BNY Mellon Investment Servicing (US) Inc. (b) The Fund will promptly provide to the Custodian such information as the Custodian reasonably requests in connection with the matters referenced in this Section 9.9, including information regarding the Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. The Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 9.9. If the Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Custodian will inform the Fund as soon as reasonably practicable.”

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document c. The following sections are hereby added to Section 11 of the Agreement: “11.12 Adding Additional Funds to the Agreement. One or more additional investment funds or vehicles which are advised by a Fund’s investment adviser but which are organized as separate legal entities from the Fund may be added as a party to the Agreement from time to time (“Additional Funds”) through the execution of an amendment to the Agreement including, without limitation, an instrument of accession, joinder or similar agreement among each Fund party to the Agreement, such Additional Fund and Custodian, whereby each such Additional Fund(s) and Custodian will agree to be bound by the terms of this Agreement with respect to such Additional Fund(s). The addition of Additional Fund(s) to the Agreement will not affect the rights or obligations of the Fund under the terms of the Agreement. The obligations of the Fund and any Additional Fund(s) to Custodian under the Agreement shall be several and not joint or joint and several. 11.13 Applicability of Agreement to Non-Registered Investment Companies. The terms and provisions of this Agreement shall be construed to apply to any investment fund or investment vehicle which is not organized as a registered investment company (“non-RIC”) and which is added as a party to the Agreement as an Additional Fund. Subject to this Section 11.13, the term “Fund” as used throughout this Agreement shall be construed to include any non-RIC that is an Additional Fund, as applicable.” 2. Acceptance of Agreement and Fees. BNY Mellon and the Subsidiary hereby agree to be bound by the terms of the Agreement, including this Amendment, and the Subsidiary hereby appoints BNY Mellon to provide it with the services set forth in the Agreement, and BNY Mellon agrees to provide the services set forth in the Agreement to the Funds and the Subsidiary. The Subsidiary shall be a party to the Agreement as an Additional Fund as of the date of this Amendment. As compensation for services to be rendered to the Subsidiary pursuant to the terms of the Agreement, the Subsidiary shall pay a fee to BNY Mellon as may be agreed to in writing by the parties. 3. This Amendment shall become effective upon execution by the parties hereto. From and after the execution hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby. 4. Except as amended hereby, the Agreement shall remain in full force and effect. 5. This Amendment shall be governed by the laws of the State of New York.

[Signature Page Follows]

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed in counterparts by their respective officers, thereunto duly authorized, as of the date first above written.

EACH ENTITY ON ANNEX 1 HERETO

By Title:

THE BANK OF NEW YORK MELLON

By Title:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ANNEX 1

LIST OF FUNDS

AMG Pantheon Fund, LLC AMG Pantheon Master Fund, LLC AMG Pantheon Subsidiary Fund, LLC

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXECUTION

AMENDMENT

AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

WHEREAS, the Funds and the BNY Mellon have entered into a Fund Administration And Accounting Agreement dated as of September 30, 2014 (the “Agreement”), pursuant to which BNY Mellon provides services to the Funds, one or more of which is a registered closed-end investment company; and

WHEREAS, in connection with the formation of AMG Pantheon Subsidiary Fund, LLC (the “Subsidiary”), a wholly owned subsidiary of AMG Pantheon Master Fund, LLC, the parties desire to add the Subsidiary as a party to the Agreement;

WHEREAS, the Subsidiary is not a registered investment company, and certain terms and provisions of the Agreement, as listed in Annex II, therefore would not apply to it;

WHEREAS, the parties desire to make clear that, subject to the conditions below, the terms and provisions of the Agreement shall be construed to apply to the Subsidiary and any additional investment vehicle that may become a party to the Agreement; and

WHEREAS, the parties wish to make certain modifications to the services set forth in the Agreement.

NOW, THEREFORE, in consideration of the forgoing premises and mutual covenants, agreements and promises contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows: 1. Amendments to the Agreement. a. The following section is hereby added to the Agreement: “23. Adding Additional Funds to the Agreement. One or more additional investment funds or vehicles which are advised by a Fund’s investment adviser but which are organized as a separate legal entities from the Fund may be added as a party to the Agreement from time to time (“Additional Funds”) through the execution of an amendment to the Agreement including, without limitation, an instrument of accession, joinder or similar agreement among each Fund party to the Agreement, such Additional Fund and BNY Mellon whereby each such Additional Fund(s) and BNY Mellon will agree to be bound by the terms of this Agreement with respect to such Additional Fund(s). The addition of Additional Fund(s) to the Agreement will not affect the rights or obligations of the Fund under the terms of the Agreement. The obligations of the Fund and any Additional Fund(s) to BNY Mellon under the Agreement shall be several and not joint or joint and several.” b. The following section is hereby added to the Agreement: “24. Applicability of Agreement to Non-Registered Investment Companies. Except as noted in the next sentence, the terms and provisions of this Agreement shall be construed to apply to any investment fund or investment vehicle which is not organized as a registered investment company (“non-RIC”) and which is added as a party to the Agreement as an Additional Fund. If a term or provision is inapplicable to a non-RIC or its Shares because it (i) applies to a regulatory provision not applicable to non-RICs (e.g., the 1940 Act), (ii) applies to a structural feature either not present in a non-RIC or not applicable to a non-RIC’s shares or (iii) is unambiguously not applicable to a non-RIC based on its context, then such term or provision as listed in Annex II shall not apply to such non-RIC or its Shares. Subject to this Section 24, the term “Fund” as used throughout this Agreement shall be construed to include any non-RIC that is an Additional Fund, as applicable.”

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Acceptance of Agreement and Fees. BNY Mellon and the Subsidiary hereby agree to be bound by the terms of the Agreement, including this Amendment, and the Subsidiary hereby appoints BNY Mellon to provide it with the services set forth in the Agreement and BNY Mellon agrees to provide the services set forth in the Agreement to the Funds and the Subsidiary. The Subsidiary shall be a party to the Agreement as an Additional Fund as of the date of this Amendment. As compensation for services to be rendered to the Subsidiary pursuant to the terms of the Agreement, the Subsidiary shall pay a fee to BNY Mellon as may be agreed to in writing by the parties. 3. This Amendment shall become effective upon execution by the parties hereto. From and after the execution hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby. 4. Except as amended hereby, the Agreement shall remain in full force and effect. 5. This Amendment shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed in counterparts by their respective officers, thereunto duly authorized, as of the date first above written.

EACH ENTITY ON ANNEX 1 HERETO

By Title:

THE BANK OF NEW YORK MELLON

By Title:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ANNEX 1

LIST OF FUNDS

AMG Pantheon Fund, LLC AMG Pantheon Master Fund, LLC AMG Pantheon Subsidiary Fund, LLC

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Annex II

Excluded Terms and Provisions

The following terms and provision of the Agreement will not apply to the Subsidiary:

Valuation Support and Computation Accounting Services 1) Calculate various contractual expenses; and 2) Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.

Financial Reporting 1) Preparation of stand-alone annual and semi-annual shareholder reports for shareholder delivery and for inclusion in Form N-CSR; 2) Preparation of stand-alone quarterly schedule of portfolio holdings for inclusion in Form N-Q; and 3) Prepare and file (or coordinate the filing of) a stand-alone Form N-CEN and Form N-PORT.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the references to us relating to AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC in this Registration Statement on Form N-2 under the headings “Independent Registered Public Accounting Firm” and “Financial Statements.”

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts May 10, 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AMG PANTHEON FUND, LLC, AMG PANTHEON MASTER FUND, LLC AND AMG PANTHEON SUBSIDIARY FUND, LLC

Rule 17j-1 Code of Ethics

AMG Pantheon Fund, LLC, AMG Pantheon Master Fund, LLC and AMG Pantheon Subsidiary Fund, LLC (each, a “Fund” and collectively, the “Funds”) have adopted this Code of Ethics (the “Code”), pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to certain types of personal securities transactions and to establish reporting requirements and enforcement procedures with respect to such transactions.

I. DEFINITIONS 1. “Access Person” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. 2. “Adviser” shall mean Pantheon Ventures (US) LP (“Pantheon”). 3. “Adviser’s Code of Ethics” shall mean the code of ethics of Pantheon. 4. “Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. 5. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Generally, it means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. 6. “Covered Security” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. Generally, it means a “security” as defined in Section 2(a)(36) of the 1940 Act except that it shall not include (i) direct obligations of the government of the United States, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and (iii) shares issued by registered open-end investment companies, other than Reportable Funds. 7. “Distributor” shall mean the “principal underwriter” for the Funds, as such term is defined in Section 2(a)(29) of the 1940 Act that is an “affiliated person” (as defined in the 1940 Act) of a Fund or the Adviser, or which has an officer, director or general partner who is also an officer, director or general partner of a Fund or the Adviser.

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. “Distributor’s Code of Ethics” shall mean the code of ethics of the Distributor. 9. “Initial Public Offering” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. 10. “Independent Director” shall be any director of the Funds who is not an Interested Person of the Funds. 11. “Interested Person” shall have the same meaning as that set forth in Section 2(a)(19) of the 1940 Act. 12. “Investment Personnel” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. 13. “Limited Offering” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. 14. “Purchase” or “Sale” of a security includes, without limitation, the writing of an option to purchase or sell a security. 15. “Reportable Fund” shall mean any fund for which Pantheon acts as investment adviser or for which an investment adviser that controls, is controlled by, or is under common control with Pantheon serves as the investment adviser or subadviser. 16. “Security Held or to be Acquired” shall have the same meaning as that set forth in Rule 17j-1 under the 1940 Act. 17. “Special Access Person” shall mean an Access Person who is neither an Independent Director nor an officer, director or employee of the Adviser or the Distributor.

II. STATEMENT OF GENERAL PRINCIPLES 1. Persons Subject to the Code. This Code applies to all Access Persons of a Fund, provided, however, that any Access Person of a Fund who is subject to a code of ethics pursuant to Rule 17j-1 under the 1940 Act adopted by the Adviser or the Distributor shall not be subject to this Code except that any such Access Person’s violation of the code of ethics pursuant to Rule 17j-1 to which they are subject shall also constitute a violation of this Code.

2. Fiduciary Obligations. Every person subject to this Code should keep the following general fiduciary principles in mind in discharging his or her obligations under the Code. Each such person shall:

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) at all times, place the interests of the Funds before his personal interests; (b) conduct all personal securities transactions in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or an abuse of position of trust and responsibility; (c) not take any inappropriate advantage of his or her position with or on behalf of any Fund; and (d) comply at all times with all applicable policies, procedures and laws with respect to the use of material, non-public information and insider trading. 3. Prohibited Practices. No person subject to this Code may, in connection with the purchase or sale, directly or indirectly, by such person of a Security Held or to be Acquired by a Fund: (a) employ any device, scheme or artifice to defraud a Fund; (b) make any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading; (c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or (d) engage in any manipulative practice with respect to a Fund.

III. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT DIRECTORS 1. Reports. (a) Each Independent Director of a Fund shall file with the Secretary of the Fund a written report containing the information described in Section III.1(b) of this Code with respect to each transaction in any Covered Security in which such Independent Director has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, if such Independent Director knew, or in the ordinary course of fulfilling his or her official duties as a director of the Fund, should have known that during the 15-day period immediately before or after the Independent Director’s transaction: (i) the Fund purchased or sold such Covered Security, or

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) the Fund or its Adviser considered purchasing or selling such Covered Security for the Fund; provided, however, that such Independent Director shall not be required to make a report with respect to any transaction effected for any account over which he or she does not have any direct or indirect influence or control, such as automatic dividend reinvestment accounts, automatic employer-sponsored savings and stock programs, blind trust accounts, or other accounts managed by a third-party manager with discretionary investment authority, which the Independent Director cannot control or influence. Each such report may contain a statement that the report shall not be construed as an admission by the Independent Director that he has any direct or indirect beneficial ownership in the Covered Security to which the report relates. (b) Such report shall be made not later than 30 days after the end of each calendar quarter and shall contain the following information: (i) the date of each transaction, the title of and the number of shares and the principal amount of each Covered Security involved, and the interest rate and maturity date, as applicable; (ii) the nature of each transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price of the Covered Security at which each transaction was effected; (iv) the name of the broker, dealer or bank with or through whom each transaction was effected; and (v) the date such report is submitted by the Independent Director.

2. Review. The Funds’ Chief Compliance Officer (the “Fund CCO”) shall review or supervise the review of the personal securities transactions reported pursuant to Section III.1. If the Fund CCO determines that a violation of this Code may have occurred, the Fund CCO shall submit the pertinent information regarding the transaction to counsel for the Fund. Such counsel shall evaluate whether a material violation of this Code has occurred. Before making any determination that a violation has occurred, such counsel shall give the person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Independent Director whose transaction is in question.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. Sanctions. If, after having reviewed pertinent information provided by the Fund CCO or otherwise, Fund counsel determines that a material violation of this Code has occurred, such counsel shall so advise the Fund CCO. The Fund CCO shall provide a written report of counsel’s determination to the applicable Fund’s Board of Directors (other than the Director whose actions are at issue) for such further action and sanctions as the Board of Directors deems appropriate.

IV. CODE PROVISIONS APPLICABLE ONLY TO SPECIAL ACCESS PERSONS 1. Reports. (a) Initial Report. Each Special Access Person of a Fund shall file with the Fund CCO or any person or persons designated by the Fund CCO, not later than 10 days after the person becomes a Special Access Person, a written report containing the following information, current as of a date no more than 45 days before the date the person became a Special Access Person: (i) the title of and the number of shares and the principal amount of each Covered Security in which the Special Access Person had any direct or indirect beneficial ownership when the person became a Special Access Person; (ii) the name of any broker, dealer or bank with whom the Special Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Special Access Person as of the date that person became a Special Access Person; and (iii) the date such report is submitted by the Special Access Person. (b) Annual Report. Annually, each Special Access Person of a Fund shall file with the Fund CCO a written report containing the following information, current as of a date no more than 45 days before the report is submitted: (i) the title of and the number of shares and the principal amount of each Covered Security in which the Special Access Person had any direct or indirect beneficial ownership;

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) the name of any broker, dealer or bank with whom the Special Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Special Access Person; and (iii) the date such report is submitted by the Special Access Person. (c) Quarterly Reports. Each Special Access Person of a Fund shall file with the Fund CCO, no later than 30 days after the end of each calendar quarter, a written report containing the following information: (i) With respect to any transaction during the quarter in a Covered Security in which the Special Access Person had any direct or indirect beneficial ownership: (A) the date of each transaction, the title of and the number of shares and the principal amount of each Covered Security involved, and the interest rate and maturity date, as applicable; (B) the nature of each transaction (i.e., purchase, sale or any other type of acquisition or disposition); (C) the price of the Covered Security at which each transaction was effected; (D) the name of the broker, dealer or bank with or through whom each transaction was effected; and (E) the date such report is submitted by the Special Access Person. (ii) With respect to any account established by the Special Access Person in which a Covered Security was held during the quarter for the direct or indirect benefit of the Special Access Person: (A) the name of the broker, dealer or bank with whom the Special Access Person established the account; (B) the date the account was established; and (C) the date such report is submitted by the Special Access Person.

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In lieu of such a report the Special Access Person may provide broker trade confirmations or monthly account statements, if such trade confirmations or account statements were received by the Fund within the time period, and contain the information required by Section IV.1(c) of this Code. 2. Exceptions and Disclaimers. (a) A Special Access Person need not make a report under Section IV.1 with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control such as: (i) automatic dividend reinvestment accounts; (ii) automatic employer-sponsored savings and stock programs; (iii) blind trust accounts; or (iv) other accounts managed by a third-party manager with discretionary investment authority, which the Special Access Person cannot control or influence. (b) Any report under Section IV.1 will contain a representation by the Special Access Person that he or she has not exercised, directly or indirectly, any control or influence with respect to transactions in accounts subject to the reporting exception set forth in Section IV.2. (c) Any report under Section IV.1 may contain a statement that the report shall not be construed as an admission by the Special Access Person that he has any direct or indirect beneficial ownership in the Covered Security to which the report relates. 3. Review. The Fund CCO shall review or supervise the review of the personal securities transactions reported to the Fund CCO pursuant to Section IV.1. If the Fund CCO determines that a violation of this Code may have occurred, the Fund CCO shall submit the pertinent information regarding the transaction to counsel for the Fund. Such counsel shall evaluate whether a material violation of this Code has occurred. Before making any determination that a violation has occurred, such counsel shall give the Special Access Person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Special Access Person whose transaction is in question. 4. Sanctions. If, after having reviewed pertinent information provided by the Fund CCO or otherwise, Fund counsel determines that a material violation of this Code has occurred, such counsel shall so advise the Fund CCO. The Fund CCO shall provide a written report of counsel’s determination to the applicable Fund’s Board of Directors (other than any Director whose actions are at issue) for such further action and sanctions as the Board of Directors deems appropriate.

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document V. NOTICE TO ACCESS PERSONS The Fund CCO shall notify each Access Person who may be required to make reports pursuant to this Code that such person is subject to this reporting requirement and shall deliver a copy of this Code to each such person.

VI. REVIEW BY THE BOARD OF DIRECTORS 1. Approval of Codes of Ethics and material amendments or revisions thereto. The Board of Directors, including a majority of the Independent Directors, of the Funds must approve a material change to this Code, and the Board of Directors, including a majority of the Independent Directors, of the applicable Fund(s) must approve a material change to the Adviser’s Code of Ethics or the Distributor’s Code of Ethics, in each case, no later than six (6) months after adoption of such material change. In addition, no investment adviser or distributor may be appointed unless and until the code of ethics of that entity has been approved by the Board of Directors, including a majority of the Independent Directors, of the applicable Fund(s). Before approving a code of ethics or any material amendment to such code of ethics pursuant to this Section VI.1, the Board of Directors of the applicable Fund(s) must receive a certification from the entity that adopted the code of ethics or amendment that it has adopted procedures reasonably necessary to prevent its personnel who are Access Persons from violating its code of ethics.

2. Annual Written Reports. No less frequently than annually, the Fund CCO shall provide a written report to the Board of Directors of the Funds with respect to this Code, and shall request from the Adviser and the Distributor a written report regarding their respective Codes addressed to the applicable Board of Directors of the Fund(s). Each report shall: (a) describe any issues arising under the applicable code of ethics or procedures since the last report to the Board(s) of Directors, including, but not limited to, information about material violations of the applicable code of ethics and sanctions imposed in response to such material violation; and (b) certify that the reporting entity or entities have adopted procedures reasonably necessary to prevent their personnel who are Access Persons from violating their code of ethics.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document VII. MISCELLANEOUS PROVISIONS 1. Initial Public Offerings and Limited Offerings. Investment Personnel of a Fund or its Adviser may not directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering. Investment Personnel may not acquire or sell securities in a Limited Offering without prior approval from the Adviser’s CCO. 2. Records. The Funds shall maintain this Code and all related records and reports in the manner and to the extent required by Rule 17j-1 under the 1940 Act. The Funds have adopted a Books and Records Retention Policy and Procedures that sets forth the manner in which such records will be kept. 3. Interpretation of Provisions. This Code shall be maintained and interpreted in accordance with Rule 17j-1 under the 1940 Act.

AMG Funds LLC Proprietary/Confidential – Not To Be Duplicated or Distributed— Last Updated: March 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Global Code of Ethics

Last Updated December 2018

1. About the Code of Ethics A. Overview

This Global Code of Ethics (“Code”) describes important policies concerning the personal conduct responsibilities of Pantheon Associates (as defined in the “Certification” section below) of the Pantheon Group1 (“Pantheon”) that are intended to address certain ethical, legal and regulatory requirements. Associates are required to read and become knowledgeable about the Code and adhere to both the principles and specifics of these policies, as well as all applicable laws, regulations and rules. Failure to do so may have adverse consequences as discussed below under “Consequences for Violating the Code.”

The continued success of Pantheon depends upon its relationships with its clients, investors and portfolio fund managers and its excellent reputation as an organization with integrity and ethical conduct in all of its dealings. Pantheon is committed to maintaining its tradition of ethical conduct and, to this end, Pantheon requires high ethical behavior as well as strict adherence to applicable legal and regulatory requirements from its Associates.

In addition to the Code, Pantheon Associates must also abide by the respective Compliance Manual applicable to such Associate. The Code, along with the relevant Compliance Manual, does not, however, represent the totality of Compliance responsibilities. Associates may be required to comply with other policies and procedures generally or more specifically as relates to their particular role or responsibilities.

Some U.S.-based Pantheon Associates are also Registered Representatives (“RRs”) of Pantheon Securities, LLC (“Pantheon Securities”). Accordingly, these Associates are also subject to the Pantheon Securities Written Supervisory Procedures and Compliance Manual (“WSPs”), as well as applicable federal and state securities laws and regulations and Financial Industry Regulatory Authority (“FINRA”) rules.

Where this Code requires Associates (and thus RRs of Pantheon Securities) to contact, report to, receive approval from, or otherwise engage with Pantheon’s Senior Management, Legal and Compliance Team, Risk Team, Information Security Officer/IT, or any other applicable Pantheon officer, group or committee, in connection with their business- or non-business-related activities, the RRs must also, to the extent applicable to the securities business of Pantheon Securities, contact, report to, receive approval

1 Pantheon Group means Pantheon Holdings Limited, Pantheon Ventures, Inc., Pantheon Capital (Asia) Limited, Pantheon Ventures (UK) LLP, Pantheon Ventures (US) LP, Pantheon Ventures (HK) LLP, Pantheon Ventures (Ireland) DAC and each of their respective subsidiaries and subsidiary undertakings.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document from, or otherwise engage with Pantheon Securities’ Chief Executive Officer, Chief Compliance Officer, or other respective supervising principals, as applicable. This obligation may be satisfied to the extent Pantheon Securities or an appropriate Pantheon Securities principal (i) is involved with and participates in the applicable Pantheon group or committee, (ii) serves in the role of the applicable Pantheon position to which Associates must report pursuant to this Code, or (iii) otherwise has access to such information and/or the information systems that record and maintain records of such contact, reports, approvals, or engagements.

This Code is implemented and supervised by the Compliance Team. Any questions regarding this Code and any uncertainties or problems relating to compliance must be directed to the Compliance Team whose responsibility it is to ensure that this Code (and the policies referenced herein) are kept up-to-date.

B. Certification This Code (and the policies referenced herein) must be followed by all “access persons”, namely those persons who have access to information regarding investment decisions, transactions and portfolio holdings. Unless the Compliance Team otherwise agrees, “access persons” would include all officers, partners and employees of Pantheon, as well as any interns, consultants or self-employed contractors (together “Associates”). The Compliance Team may designate additional persons as “access persons” (Associates) or exclude persons as “non-access persons”, should it be deemed appropriate, in relation to all or part of this Code.

All Pantheon Associates (except contractors employed for a period not to exceed 90 days, subject to the discretion of the Head of Compliance/Chief Compliance Officer (“CCO”)) are required to certify, via Schwab CT (formerly Compliance 11), no later than 10 days after their start date and annually thereafter that they (1) received a copy of the Code and (2) agree to comply with its terms.

The individuals described above are also required annually to certify information concerning their personal security accounts, personal securities transactions and other information as described in this Code of Ethics. All certifications and reporting required under the Code shall be made via the Schwab CT system.

2. Conflicts of Interest Pantheon has an affirmative duty of care, loyalty, honesty, good faith and fair dealing to act in the best interests of our clients/investors. Compliance with this duty requires that we avoid conflicts of interest to the best of our ability. Should any conflict or potential conflict arise with respect to any client/investor, all material facts and details must be promptly disclosed to your manager and the Compliance Team. Under no circumstances should your interests or the interests of Pantheon be placed above the interests of our clients/investors.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document It is important to note that potential conflicts of interest often arise in the ordinary course of business. Pantheon’s policies are focused on the identification and management of these potential conflicts in order to minimize the risk of prejudicing our clients and investors.

Conflicts that are not appropriately managed may harm clients/investors. Even the appearance of a potential conflict that has not been appropriately managed may damage Pantheon’s reputation.

Although it may not be possible to foresee every potential conflict of interest that may arise, you should be sensitive to actual or potential conflicts and bring them to the attention of your supervisor and seek the advice of the Compliance Team when confronted with any conflict of interest issues.

For further information, please refer to Pantheon’s Conflicts of Interest Policy which is available on the Legal sub-site of the Pantheon intranet.

3. Confidentiality Confidentiality is another fundamental duty we owe to our clients / investors, as well as to our fellow Associates. You must protect and maintain the confidentiality of sensitive, proprietary, non-public and/or personal information which may come into your possession regarding Pantheon, its Associates, clients/investors, fund managers, co-investors, service providers, vendors and any other persons or entities with whom we transact. You must not disclose such information to any persons or entities outside of Pantheon without prior authorization from Pantheon or unless mandated by law or regulation.

If you become aware that the security of any confidential, sensitive, proprietary, non-public or personal information may have been compromised, lost or stolen, you must promptly report the matter to the Compliance Team and Information Security Officer.

Please refer to Annex A for additional details on Pantheon’s Confidentiality policy. Pantheon also maintains standalone Information Security, Cybersecurity, Data Protection, Portfolio Holdings and Privacy policies, all available on the Pantheon Intranet. The Confidentiality Policy is also complemented by the Insider Trading and Market Abuse / Conduct and Information Barrier Policy, both of which are Annexes to this Code.

4. Communications with Media Pantheon also aims to maintain its continued good reputation and ensure positive relations with the Media. Pantheon has appointed a Global Head of Marketing and Communications who has primary responsibility for all communications with the Media, and for setting Pantheon’s Communications with Media Policy. In accordance

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with Pantheon’s Media Policy, a copy of which is available on the Client Services sub-site on Pantheon’s intranet, all communications are restricted to those individuals authorized to speak with the Media.

Please refer to the Client Services sub-site on Pantheon’s intranet for Pantheon’s Communications with Media Policy.

5. Insider Trading & Market Conduct/Abuse From time-to-time, Associates may come into possession of material, non-public information (“MNPI”) about publicly traded securities and certain financial instruments admitted to trading, or for which a request has been made, on a regulated market or a Multilateral Trading Facility2; or to financial instruments traded on an Organised Trading Facility or to any financial instrument not so covered but whose price or value depends upon, or has an effect on, the price or value of such instruments – including, but not limited to, credit default swaps and contracts for difference. For purposes of this Code, information is considered “non-public” until it has been disseminated broadly to investors in the marketplace. You may obtain non- public information as a result of your conversations with clients, fund managers and other counterparties who are, or are affiliated with, public companies. Generally, information would be considered “material” if such information would, if made generally available, be reasonably likely to have a significant effect on the price of the relevant security or be an important consideration for an investor in making his or her investment decision in relation to such security.

Pantheon has adopted an Insider Trading Market & Conduct/Abuse Policy, set out at Annex B. The purpose of this policy is to provide Associates with the necessary information and guidance to ensure that they do not engage in any activities that could constitute insider trading or other forms of market abuse. This policy outlines what constitutes insider trading/market abuse, the associated penalties and how any suspected instances of insider trading/market abuse should be disclosed to Compliance for investigation. It remains the responsibility of Senior Management to ensure that individual Associates are aware of their responsibilities relating to market abuse. This is of particular relevance to Associates given Pantheon Ventures (UK) LLP’s status as investment manager of Pantheon International, PLC, a company quoted on the London Stock Exchange, and Pantheon Ventures (US) LP’s status as investment adviser to funds offering periodic redemptions/limited liquidity.

2 An MTF is a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments – in the system and in accordance with non-discretionary rules – in a way that results in a contract

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6. Personal Trading In order to ensure that you trade in your personal investment accounts lawfully and in a manner that avoids actual or potential conflicts between your interests and the interests of Pantheon and our clients (as noted above), you must report certain securities transactions and holdings to the Compliance Team through the Schwab CT system.

The information below summarizes some of the more significant requirements that apply to the personal trading activity of you, your family members and other financial dependents: • You must disclose certain investment accounts; • You must submit initial, periodic and annual holdings reports and trade confirmations within the period set forth in Annex C, subject to certain exceptions; • You must obtain prior approval for certain securities transactions; • You may not trade securities that are included on Pantheon’s Restricted List; • You are prohibited from purchasing a security you have sold in the previous 60 days, or selling a security you have purchased in the previous 60 days; • You may not sell a security that is a Pantheon portfolio company (direct or indirect) until it ceases to be held by Pantheon’s funds and clients; • You must obtain prior approval before entering into any private securities transaction, such as a limited partnership or private placement.

Please see Annex C for additional details on Pantheon’s Personal Trading Policy.

7. Outside Business Activities In order to avoid possible conflicts of interest, Pantheon Associates may not engage in certain Outside Business Activities (“OBAs”) without the prior approval of the Compliance Team, and, if applicable, the Senior Management. This includes, but is not limited to, employment with, or acceptance of compensation for services (including commission, profit participation, etc.) from any person other than Pantheon, and serving in certain investment advisory or fiduciary capacities and positions with charitable, civic, religious, educational or fraternal organizations.

OBAs must be pre-cleared for approval by an Associate’s manager and Compliance Team. They must be disclosed via Schwab CT.

Please see Annex D for additional details on Pantheon’s Outside Business Activities Policy.

8. Training and Education

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Compliance Team will provide you with training and education regarding the Code of Ethics on a periodic basis. Associates should make every effort to attend any training sessions and/or read any applicable training materials provided by the Compliance Team, and when required promptly confirm completion via the required method (email, sign in sheet, Schwab CT, etc.). Please refer to your jurisdiction’s applicable Compliance Manual for further details on Training and Education.

9. Recordkeeping Pantheon and its Associates are required to prepare and maintain certain books and records related to Pantheon’s business. Please see Annex E for additional details and a list of the books and records to be maintained by Pantheon.

10. Reporting of Violations, Breaches and Errors, and Whistleblowing Pantheon’s policy on Reporting of Violations, Breaches and Errors, and Whistleblowing covers breaches of law, regulation, Pantheon regulatory policy and errors (including this Code and the related policies and guidelines referenced in it).

All potential violations, breaches and errors must be reported to Risk, who maintain a central register. The Compliance Team will determine if any reported items constitute a Compliance breach and will add these to the Compliance Breach register, as determined by the CCO. Where necessary, it is the responsibility of the Compliance Team to report details of the breach or error to senior management and, where necessary, to the appropriate regulator.

Pantheon’s whistleblowing procedures are designed to encourage individuals to disclose dangerous, potentially unethical, or illegal activities through appropriate channels and without fear of reprisal or retaliation. This will give Pantheon the opportunity to investigate any concerns before they become more serious problems that might damage Pantheon’s reputation through negative publicity, regulatory investigation, and fines.

Associates are encouraged to report any concerns that they may have about Pantheon’s business and/or supply chains being used for modern slavery through the existing whistleblowing procedures. Please see here http://www.pantheon.com/wp-content/uploads/2017/06/Pantheon-Modern-Slavery-Statement.pdf for Pantheon’s Annual Statement on Modern Slavery and Human Trafficking.

Please see Annex F for additional details on Pantheon’s policy on Reporting of Violations, Breaches and Errors, and Whistleblowing.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 11. Information Barrier With respect to Affiliated Managers Group (“AMG”), there exists an information barrier with Pantheon for Pantheon’s offices, information, and systems.

AMG officers and employees may enter Pantheon’s offices only if accompanied at all times by a Pantheon officer or employee and such Pantheon officer or employee shall be required to ensure that the AMG officer or employee does not inadvertently access Pantheon’s IT system or any hard copy files during that time.

To facilitate this arrangement, under no circumstances should any Pantheon officers or employees discuss with, or otherwise disclose to, any AMG officers or employees any material non-public (insider) or price-sensitive information in relation to Pantheon International, PLC or any other entity named on Pantheon’s restricted list.

Please see Annex G for additional details on Pantheon’s Information Barrier policy.

12. Anti-Money Laundering, Counter-Terrorist Financing & Predicate Offenses Pantheon has adopted a global Anti-Money Laundering & Counter-Terrorist Financing (“AML/CTF”) policy that applies to all Associates. This AML/CTF Policy also applies to Pantheon clients/investors in Pantheon Funds and also to portfolio investments by clients of Pantheon/Pantheon Funds. The policy covers counter-terrorist financing and predicate offenses that may form the basis of AML/CTF offenses such as the evasion of tax. Additionally, the policy also covers Sanctions checks. Associates will be given appropriate training to make sure they understand how the law applies to them and to explain their roles and obligations in respect to AML.

Please see Annex H for additional details on Pantheon’s AML/CTF policy.

13. Gifts and Entertainment It is Pantheon’s policy to earn business based on the quality of our products and services and to select and manage our fund managers and other service providers on the same basis. Accordingly, you should not provide or solicit gifts, entertainment or other items of value for the purpose of unduly influencing the recipient’s judgment or in return for any business, service or confidential information.

Please see Annex I for more details on Pantheon’s Gifts and Entertainment Policy, including reporting requirements for specific clients.

14. Anti-Bribery & Corruption (“ABC”)/CTF

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon is committed to adhering to the highest standards of business fences that conduct, compliance with the law and regulatory requirements and best practice. To that end, Pantheon has adopted its Anti-Bribery & Corruption (“ABC”) policy to ensure compliance with anti-bribery and corruption laws and to demonstrate its commitment to preventing bribery, and establishing a zero-tolerance approach to bribery in all parts of the organization’s operations. Bribery and corruption are expressly prohibited.

Please see Annex J for additional details on Pantheon’s ABC policy.

15. Fraud Prevention Pantheon is required to establish and maintain systems and controls to protect against fraud or attempted fraud or irregularities in the firm’s accounting or other records. Associates have individual responsibility to behave ethically and with honesty and integrity and to report any fraud or attempted fraud. If an Associate suspects that activities constituting fraud are being undertaken, these suspicions must be immediately reported directly to the Legal and Compliance Team for investigation. All such reports will be treated in the strictest confidence.

The attempt to defraud is treated as seriously as accomplished fraud. Any Associate suspected of carrying out fraud or attempted fraud will be subject to internal Pantheon disciplinary procedures as well as possible criminal prosecution. If convicted, an Associate is liable to imprisonment or a fine, or both. In addition, regulators may take action against the Associate, including potentially barring the Associate from working in the financial services sector again as matters of fraud call to question an Associate’s fitness, propriety, and probity.

Please see Annex K for Pantheon’s Fraud Prevention Policy.

16. Pay to Play Pantheon respects the rights of Pantheon Associates to lawfully participate in the political process and make personal contributions to candidates of their choice for U.S. federal, state or local office. When a Pantheon Associate chooses to participate in the political process, he or she must do so at all times as an individual, not as a representative of Pantheon. As a matter of Pantheon policy, no Pantheon Associate may make, or cause Pantheon to make, a contribution to an elected official or candidate for elective office of a U.S. local, state, or political subdivision thereof (hereafter a “Government Entity”) for the purpose of obtaining or retaining business for Pantheon.

Under U.S. federal, state and local laws, referred to as “pay to play” laws, political contributions by Pantheon Associates could impact Pantheon’s ability to continue to

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document do business or obtain new business with certain Government Entities. Pay to play laws are generally intended to prevent government officials from selecting investment advisers on the basis of their political contributions. Failure to comply with these laws may prohibit Pantheon from receiving compensation for managing money for Government Entity clients for up to two years following a disqualifying contribution. To address the requirements of the Rule, all Pantheon Associates are considered “Covered Associates” under the Rule.

If you have any questions about a political contribution that you would like to make, or a political activity you are considering, please contact the Legal and Compliance Team. Please see Annex L for additional details on Pantheon’s Pay to Play Policy.

17. Administration of the Code A. Exceptions to the Code Exceptions to the Code may be granted only in very limited circumstances. You must submit a written request for an exception to the Head of Compliance/Chief Compliance Officer describing the nature of the exception and the reason it is being sought.

B. Restriction on Use of the Code The Code of Ethics is intended for the use of Associates in connection with their job-related duties. However, copies (or excerpts) of the Code may be requested by clients or prospects or other outside persons or entities on occasion. You may provide copies of the Code (excluding the Annexes) in read-only format to external persons provided that you notify the Compliance Team in advance thereof. Additionally, separate permission is specifically required if you intend to include the detailed policy Annexes along with the Code.

C. Amendments to the Code Compliance may provide you with amendments to the Code from time-to-time, in addition to the Annual Certification. You are responsible for reading and certifying (on Schwab CT) that you will comply with the terms of these amendments.

18. Consequences for Violations Violations of the requirements set forth in the Code, Compliance Manual, WSP’s or policies, may result in the imposition of sanctions on the Associate(s) as deemed appropriate under the circumstances. These sanctions may include, but are not limited to, the following: • Verbal or written warning or reprimand;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Enhanced Supervision; • Probation; • Suspension of privileges; • Restitution; • Fines as permitted by law; and • Termination of employment for cause.

Further, breaches to the Code and other related Pantheon policies may be reported to the applicable Pantheon body responsible for discretionary bonus payments and which may therefore impact an Associate’s compensation.

In addition to internal sanctions, Pantheon may refer any violation to civil, criminal, or regulatory authorities as appropriate or required by law. Regulators may take enforcement action against Pantheon and/or the relevant Associate.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Confidentiality and Privacy Policy Last Updated November 2018

Applicability This policy applies to all Pantheon Associates.

Confidentiality Confidentiality is a fundamental duty we owe to our clients and managers of portfolio investments, as well as to Pantheon and our fellow Associates. Pantheon requires that all Associates protect and maintain the confidentiality of sensitive, proprietary, non-public and / or personal information which may come into their possession regarding Pantheon, its Associates, clients, fund managers, co-investors, service providers, vendors and any other persons or entities with whom we transact. This includes internal Pantheon corporate and other proprietary information as well as other commercially sensitive information received in the ordinary course of business. These requirements are obligatory and arise largely from the following sources: • Sound business practice; • Duty as agent for the client or investor; • Specific confidentiality undertakings given to portfolio fund managers or vendors in connection with investment activity, e.g. obligations appearing in non-disclosure agreements (“NDAs”) or portfolio fund limited partnership agreements; • Specific confidentiality agreements with clients, investors and other third parties into which Pantheon may enter into from time to time; • Specific agreements executed between Associates and Pantheon; • Legal and regulatory requirements, including Market Abuse / Insider Trading regulations and Privacy / Data Protection regulations.

Confidential Information includes, but is not limited to, information about Pantheon’s; • Business strategies and development plans; • Product design and / or distribution plans, and the identity and nature of arrangements with potential business partners; • Confidential client / investor information such as tax identification numbers, bank and securities account numbers, holdings, strategies, fee rates; • Information relating to Pantheon funds or separate account programs, including portfolio investments of such Pantheon funds or separate account programs; • Performance data and track records; • Financial data relating to Pantheon including both results and projections; and • Legal posture, strategies or proceedings.

Confidential Information also includes but is not limited to personal data of Associates and that of investors, clients, and suppliers. This includes information relating to a living individual who can be identified from that data (or from that data and other information in our possession), for example, a name, address or date of birth or personally identifiable

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document financial information such as an individual investor’s or client’s account balance, and the mere fact that the individual is or has been an investor or client of Pantheon.

Unless the information communicated to Pantheon Associates is clearly in the public domain, all confidential information at Pantheon shall be treated as such. Any unauthorized access to such information could result in fraud or other abuses of such information.

The following restrictions apply to Associates regarding Confidential Information, except as permitted by this Policy: • Associates may not discuss Confidential Information with persons outside Pantheon (including, but not limited to, the public, clients, suppliers, friends and family – including spouse, significant others, children and parents); • Associates should not read or work on Confidential Information in public places (including on the train / tube, business centers in hotels) unless codes are in place to disguise identities; • Associates should not hold discussions which may touch on Confidential Information in public (including taxis). Associates must be careful of eavesdroppers when discussing confidential issues in an open or non-secure environment; • Code names should be used for any projects involving public companies (including e-mails); restrictions should be placed on file and folder access, and discussions about projects should so far as is practicable, not take place outside closed door meetings rooms or the offices of Associates working on the deal in question. Attendance at such meetings should be limited to the deal team; • As a general rule, the dissemination of such information internally within Pantheon should be restricted only to those who have a “need to know” in order to facilitate a particular task or strategic project; • Pantheon-related documents may not be sent to personal email accounts as this conduct could subject Pantheon to regulatory recordkeeping requirements and access to such an account or computer may be required by a Regulator. Business Communications regarding Pantheon’s business must be conducted on Pantheon’s systems and networks. • Pantheon Associates who are registered representatives of Pantheon Securities, LLC (“Pantheon Securities”) are prohibited from using their personal emails / text messages for business purposes without exception; • Any Associate with access to personal information about other members of staff, or other individuals must at all times keep such information confidential, using it only for authorized purposes as required by the duties of such Associate. Associates must comply with applicable laws, rules and regulations concerning privacy / data protection by taking adequate precautions to protect any personal data relating to living individuals, whether suppliers, other members of staff or investors or clients, against accidental or unauthorized disclosure, loss or modification and by not using any personal data unless such use is lawful.

Associates who may have questions as to what constitutes Confidential Information, or to whom such information may be disclosed inside or outside Pantheon, should contact Pantheon’s Legal and Compliance Team.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Disclosure of confidential information by an Associate is permitted, if it is made: • in the ordinary course of the functions and duties of such Associate and such disclosure is consistent with any specific policies and procedures adopted with respect to such information and / or function, including the Information Security Policy, and any other guidance published by the Legal and Compliance Team and or the Risk Team from time to time; or • to satisfy a judicial, governmental, legal or regulatory requirement (for example in the context of regulatory filings or of announcements required to be made to the market by Pantheon International, PLC as discussed further in the Insider Trading & Market Conduct/Abuse Policy), after consulting with the Legal and Compliance Team; or • otherwise with the explicit permission of the Legal and Compliance Team or the Risk Committee, as applicable.

Privacy and Personal Data Pantheon may have additional obligations with respect to non-public personal information or personal data of Associates, investors and clients, including obligations to implement safeguards for the protection of nonpublic personal information of clients and investors provided to Pantheon and to implement reasonable measures to protect against the unauthorized access to or use of such information in connection with its disposal. The Pantheon Client Privacy Notice (“Privacy Notice”) (available on the Pantheon Intranet and Website, and incorporated herein) describes the personal information that we may collect from persons seeking to invest in such funds and the ways in which such information may be used. When sending application forms or subscription forms to a prospective individual investor considering a subscription for an investment in a fund managed by Pantheon, Associates must include a copy of this Privacy Notice.

For further information, please see the EU Data Protection Policy for Pantheon Ventures (UK) LLP and Pantheon Ventures (Ireland) DAC, the Pantheon US Compliance Manual of Pantheon Ventures (US) LP and Pantheon Ventures Inc., and the Pantheon Securities Compliance Manual and Written Supervisory Procedures (“WSPs”).

Retention and Disposal of Documentation Pantheon Associates are encouraged to adopt a clean desk policy. This is to: • Reduce the threat of a security breach; • Ensure compliance with privacy / data protection requirements; • Reduce the chance of identity theft; and • Demonstrate that Pantheon is taking corporate responsibility for information in its care.

Associates should make sure that when they leave their desk unattended, Confidential Information is not left on the desk so that it is visible and computers are either switched off or locked. Any Confidential Information should always be stored in a secure lockable location.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document When Confidential Information needs to be disposed of, Associates should use the confidential waste bins located around the office(s) (taking into account the record retention requirements associated with the documents).

For further information, please see the Pantheon Books and Records/Record Retention Policy available on the intranet.

Compromised Confidential Information

Confidential Information may be lost, stolen, breached or otherwise compromised. All possible instances of compromised Confidential Information must be promptly reported to the Chief Compliance Officer and Chief Information Security Officer who will: • determine if local laws or regulatory requirements may have been breached; • consider and, if thought fit, or required by law, coordinate any reporting and / or notification requirements; • consider, and if thought fit, implement any security enhancements; and address any related issues.

Other business groups may be involved as necessary to address issues with clients, vendors, etc.

Confidential Information may become compromised when laptop computers, blackberry telephones, iPhones, flash drives, other electronic devices, briefcases, or suitcases, etc. are lost, stolen or otherwise compromised, including by means unauthorized access to Pantheon’s information technology systems. In the event an Associate is aware that Confidential Information stored electronically may be compromised, the Legal / Compliance Team and the Chief Information Security Officer / IT must be notified immediately. IT may be contacted by email at [email protected] and the Chief Information Security Officer may be contacted by email at [email protected]

In the event of an apparent leak of Confidential Information from within Pantheon, a leak review may be carried out by the Legal / Compliance Team. The factors which may trigger such a leak review could include, but are not limited to: • Information appearing in the media which is likely to be known to only Pantheon; • Suspicious personal account dealing patterns emerge; • A significant change in the share price for any projects involving public companies; • Staff issues, such as where staff may have recently left or joined the organization or the deal team; or • A specific request from the Regulators or other law enforcement authorities.

The scope of such a leak review would depend on the circumstances and severity of the event. Such a review may include, but is not limited to: • The identification of all Pantheon Associates who could have had access to the sensitive information, whether electronically or physically; • A review of whether the Pantheon policies and procedures were adequate and correctly followed;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • A review of records including staff email records, relevant electronic files and folders with the support of Pantheon IT with access and downloading of such files; and • Interviews with relevant Associates.

Issues identified in such reviews will be notified to the Senior Management of Pantheon, who may take further steps, including the actions outlined in Pantheon’s Global Code of Ethics on consequences of violating the Global Code of Ethics. The outcomes of such reviews may also form the basis to update Pantheon policies and procedures if gaps or deficiencies are identified.

Insider Trading and Market Abuse / Conduct, Information Security, Cyber Security, Data Protection, Information Barrier, and Portfolio Holdings. This policy is intended to compliment other Pantheon global and local policies, including but not limited to, policies concerning Insider Trading and Market Abuse / Conduct, Information Security, Cybersecurity, Data Protection, Information Barrier Policy, and Portfolio Holdings Policy that contain standards for maintaining administrative, technical and physical safeguards to ensure the security and confidentiality of confidential information, including nonpublic personal financial information, to protect against any anticipated threats or hazards to the security of such information and protect against unauthorized access to or use of such information. These are all available on the Pantheon intranet and collectively address applicable legal and regulatory requirements concerning confidentiality and privacy.

Risk Assessment and Annual Review The Pantheon Chief Information Security Officer or designee is responsible for assessing existing risks to non-public personal financial information, developing ways to manage and control such risks, monitoring third-party vendor arrangements to ensure information security, testing and revising these policies/processes in light of relevant changes in technology and threats to individual investor information. Based upon the information gathered by performing the risk assessments, and as changes in laws or regulations require, the Chief Information Security officer or designee will consult with the Head of Compliance and will assess the need for, and arrange for, training of Pantheon Associates, and will provide policy and procedure updates as may be necessary to ensure that the Program is properly implemented.

The Pantheon Chief Information Security Officer or designee will review this policy periodically in order to determine whether its collection, use, and protection of nonpublic personal financial information are in compliance with this policy.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Insider Trading & Market Conduct/Abuse

Last Updated December 2018

A. Overview From time-to-time, Associates may come into possession of material, non-public information (“MNPI”) about publicly traded securities and certain financial instruments admitted to trading, or for which a request has been made, on a stock market (e.g. NYSE, NASDAQ. LSE etc.) regulated market (LIFFE, LME, Euronext etc.) or other self-regulated trading venues3; or to any financial instrument not so covered but whose price or value depends upon, or has an effect on, the price or value of such instruments – including, but not limited to, credit default swaps and contracts for difference. For the purposes of this Code, information is considered “non-public” until it has been disseminated broadly to investors in the marketplace. You may obtain non-public information as a result of your work at Pantheon, your conversations with clients, fund managers and other counterparties who are, or are affiliated with, public companies. Generally, information would be considered “material” if such information would, if made generally available, be reasonably likely to have a significant effect on the price of the relevant security or be an important consideration for an investor in making his or her investment decision in relation to such security.

The purpose of this policy is to provide Associates with the necessary information and guidance to ensure that they do not engage in any activities that could constitute insider trading or other forms of market abuse including the creation or passing on of rumours. This section outlines what constitutes insider trading/market abuse, the associated penalties and how any suspected instances of insider trading/market abuse should be disclosed to the Compliance Team for investigation. It remains the responsibility of Senior Management to ensure that individual Associates are aware of their responsibilities relating to market abuse. This is of particular relevance to Associates given Pantheon Ventures (UK) LLP’s status as investment manager of Pantheon International, PLC, a company quoted on the London Stock Exchange and Pantheon Ventures (US) LP’s status as investment adviser to Pantheon Select Private Equity Fund & AMG Pantheon Private Equity Fund, LLC.

B. Insider Dealing Insider Dealing involves dealing (or an attempt at dealing), by an insider, in a financial instrument4, on the basis of non-publicly available inside information in relation to that

3 Including a Multilateral Trading Facility (MTF) and an Organised Trading Facility (OTF) An MTF is a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments – in the system and in accordance with non-discretionary rules – in a way that results in a contract. An OTF is a multilateral system, which is not a regulated market or MTF, and in in which multiple third party buying and selling interests in bonds, structured finance product, emissions allowances or derivatives are able to interact in the system in a way which results in a contract. 4 Financial instruments are defined as: (1) Transferable securities; (2) Money-market instruments; (3) Units in collective investment undertakings;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document investment. United States, United Kingdom, Ireland and Hong Kong securities laws and regulations make it illegal: • To trade on MNPI about public companies or other qualifying or financial instruments, or to provide such information to others who may trade in reliance on such information (i.e., insider trading); • To take advantage of clients or Pantheon by purchasing or selling ahead of client or Pantheon’s orders to take advantage of the possible impact on the market of those orders (i.e., front running or pre-positioning); and • In the context of a takeover, or potential offer, to enter into a transaction on the basis of inside information concerning the proposed bid.

You are prohibited from trading, either personally or on behalf of others on the basis of, or while in possession of MNPI, or communicating MNPI to others in violation of the law and this policy. The consequences of engaging in insider trading or front running are severe and include sanction or dismissal by Pantheon, as well as civil and criminal penalties. If you are not sure whether a securities transaction would violate the law or the Pantheon policy

(4) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, emission allowances or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash; (5) Options, futures, swaps, forwards and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of default or other termination event; (6) Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market, a MTF, or an OTF, except for wholesale energy products traded on an OTF that must be physically settled; (7) Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in point 6 of this Section and not being for commercial purposes, which have the characteristics of other derivative financial instruments; (8) Derivative instruments for the transfer of credit risk; (9) Financial contracts for differences; (10) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of default or other termination event, as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in this Section, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market, OTF, or an MTF; (11) Emission allowances A specified investment is one that has been specified as such in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. The different types of specified investments include: deposits; electronic money; contracts of insurance; shares; instruments creating or acknowledging indebtedness; alternative finance investment bonds; government and public securities; instruments giving entitlements to investments (such as shares, debentures and gilts); certificates representing certain securities (such as shares, debentures and gilts); certificates representing certain securities such as shares, debentures and gilts; units in a collective investment scheme; rights under a pension scheme; greenhouse gas emissions allowances; options; futures; contracts for differences; Lloyd’s syndicate capacity and membership; funeral plan contracts; rights under regulated mortgage contracts; rights under regulated home reversion; rights under regulated home purchase plans; rights under regulated sale and rent back agreements; specified benchmarks; credit agreements; consumer hire agreements; and rights to, or interests in, investments.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document because of non-public information in your possession, you should assume that the trade is not permitted until you obtain proper advice to the contrary from the Legal and Compliance Team.

C. Other Forms of Market Abuse In addition, some jurisdictions impose civil and / or criminal sanctions on other forms of behaviour which, while not necessarily amounting to “insider dealing”, are nevertheless considered reprehensible conduct and are accordingly prohibited by all Pantheon Associates. These include the following: • Insider dealing - an insider deals or attempts to deal in financial instruments on the basis of inside information relating to the investment in question; • Unlawful disclosure - an insider discloses inside information to another person otherwise than in the proper course of the exercise of his employment, profession or duties; • Manipulating transactions - trading, or placing orders to trade, that gives a false or misleading impression of the supply of, or demand for, one or more investments, raising the price of the investment to an abnormal or artificial level; • Manipulating devices - behaviour which consists of effecting transactions or orders to trade which employ fictitious devices or any other form of deception or contrivance; • Dissemination - behaviour which consists of the dissemination of information that conveys a false or misleading impression about an investment or the issuer of an investment where the person doing this knows the information to be false or misleading; • Misleading behaviour and distortion - which gives a false or misleading impression of either the supply of, or demand for an investment; or behaviour that otherwise distorts the market in an investment.

Some of the above conduct described above could also constitute the creation or passing on of a rumour which is addressed further below.

D. Market Rumours Market rumour cases generally involve two aspects of the market abuse. The first involves disseminating false or misleading information. The second involves creating a misleading impression or market distortion. For purposes of this policy, a rumour is defined as a false or misleading statement or a statement without a reasonable basis (for example because the information is from an unverified source such as an internet bulletin board). A statement will not be considered a “rumour” if it is clearly an expression of an individual’s or firm’s opinion or views but such statement remains subject to other rules concerning market abuse.

Pantheon Associates shall not originate or create or circulate or pass on in any manner a rumour concerning any security that he / she knows or has reasonable grounds for believing is false or misleading and that is likely to influence the market price of such security.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Associates shall not trade on any rumour without first considering the source of the rumour and whether it could constitute market abuse to trade on the rumour. In addition, Associates should also confirm whether the information is in the public domain and therefore available for general view and thus trading would not constitute an offence under applicable insider dealing laws.

E. Restricted List In order to mitigate against the risk of inadvertent breach of the above requirements, Pantheon maintains a “Restricted List” of companies on which Pantheon may hold MNPI. In the course of your work at Pantheon, you are responsible for notifying the Compliance Team of any company that should be placed on Pantheon’s Restricted List. Information to be provided includes: • The name of the issuer(s) including the ticker, the exchange the company is traded on, and the appropriate ISIN / CUSIP / SEDOL codes; • The nature of the information; • The date the information was obtained; and • The names of all Associates who have knowledge of the information.

In addition to the initial reporting of a company to be placed on the Restricted List to the Compliance Team, you shall also be responsible for: • Maintaining confidentiality of such information; • Notifying the Compliance Team of any instances in which confidential information may have been inadvertently passed to someone within Pantheon or otherwise; and • Contacting the Compliance Team to delete a company or issuer from the Restricted List.

F. Implications for Personal Trading In order to mitigate against the risk of inadvertent breach of the above requirements, Pantheon has adopted a Personal Trading Policy (please see Annex C for further details of Pantheon’s Personal Trading Policy). As part of the process for seeking approval for personal trades, Associates are required to confirm that they hold no MNPI concerning the relevant security. No permission will be granted for trades in securities on the Restricted List, regardless of if the individual holds MNPI or not.

G. Listing Rules This section is relevant in relation to Pantheon International, PLC (“PIP”), for whom Pantheon Ventures (UK) LLP acts as investment manager, and to whom the UK Listing Authority’s Listing Rules apply. The purpose of the Listing Principles is to ensure that listed companies pay due regard to the fundamental role they play in maintaining market confidence and ensuring fair and orderly markets. Pantheon Associates are required to abide by the provisions of the Takeover Code and the UK Listing Rules wherever relevant. Legal advisors will be consulted

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document whenever Pantheon participates in public to private transactions and flotations to ensure that obligations are met5.

Given PIP’s status as a publicly listed vehicle and Pantheon’s role as PIP’s manager, Associates must take particular care when conducting personal transactions in PIP. Associates must consult with the Pantheon PIP team before externally disclosing any material or giving presentations about PIP and its performance. All personal transactions are prohibited when PIP is in a “Closed Period.” Details of Open and Close Periods (i.e., when public announcements about PIP performance and PIP results) are maintained on the Pantheon intranet by the PIP team. If in doubt about when personal trades in PIP are allowable, you must consult the Legal and Compliance team before placing a trade.

H. Escalation to Pantheon Compliance and Notifications to Regulators If an Associate: • has a ‘reasonable suspicion’ that an order/transaction in any financial instrument whether placed or executed on or outside a trading venue could constitute (either actual or attempted) insider dealing or market manipulation; or • learns of a rumour that he/she knows or has reasonable grounds for believing was originated or circulated for the purpose of improperly influencing the market price of a security, he or she must promptly notify Pantheon Compliance immediately. The Head of Compliance may be required to report such instances to applicable regulatory authorities.

I. Market Soundings A market sounding is defined as a communication of information, prior to the announcement of a transaction, in order to gauge the interest of potential investors in a possible transaction and the conditions relating to it such as its potential size or pricing, to one or more potential investors. A market sounding may take place orally in connection with a meeting, via an audio or video call, in writing or by means of electronic communications.

The requirements of the regulation governing market soundings apply to acts in the EU (and in other countries) only if those acts concern financial instruments admitted to/traded on any EU trading venue. In practice, this means that any market soundings in connection with Pantheon business should only occur in relation to Pantheon’s publicly listed vehicle, Pantheon International PLC.

The Market Abuse Regulation is prescriptive, and requires firms to establish, implement and maintain internal procedures to ensure that information received from a market sounding is communicated within firms on a “need to know” basis, and through pre-determined reporting lines only. Andrew Lebus is the designated person to receive market soundings in connection

5 Failure to comply would be treated as a breach of FCA Principle 5 (Market Conduct)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document with any business on behalf of Pantheon International Plc. Pantheon also have a procedure in place to ensure that all of the obligations which apply regarding the receipt/ communication of market soundings are adhered to.

Staff must never make a market sounding without pre-clearance from Pantheon Compliance. Staff must never act as the recipient of a market sounding without pre-clearance from Pantheon Compliance.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Personal Trading Policy

Last Updated December 2018

1. Overview The Personal Trading Policy (“Policy”) is designed to ensure that Associates are trading in their personal investment accounts in compliance with applicable securities laws and regulations and in a manner that avoids actual, potential, and/or perceived conflicts between their own interests and the interests of Pantheon and/or its clients. Associates must report certain accounts, holdings and transactions through the Charles Schwab Compliance Technologies (“Schwab CT”) system as described in further detail below.

UK Associates who use the firm’s ‘My Money’ pension platform with Friends Life, and select the discretionary investment decision- making option on the platform, are required to follow the same rules and procedures in relation to self- directed dealings on behalf of their personal pension plan as with other personal trading arrangements outlined below.

2. Reporting Your Accounts A. What and When Accounts Must Be Reported

No later than 10 days after commencing employment with Pantheon or otherwise becoming subject to the Global Code of Ethics, you must report all of your Reportable Accounts via the Schwab CT system. There are no exceptions to this requirement. “Reportable Accounts” include any securities investment account (1) over which you direct or have the ability to direct the account’s investments and (2) in which you or any of the following individuals (collectively, “Covered Persons”) has a Beneficial Ownership interest: • your spouse, domestic partner or minor children; • any other financial dependent living in your household; or • any other individual where you have discretion over their investment accounts.

You must also report any new Reportable Account promptly and prior to placing a trade in that account.

Reportable Accounts include brokerage accounts, share spread betting accounts, CFD accounts, retirement accounts which permit brokerage holdings or trading, share trading Individual Savings (ISA) or Systematic Investment Plan (SIP) accounts, employee stock compensation plans, transfer agent accounts (other than mutual fund transfer agent accounts) and platforms utilized for the trading of cryptocurrencies/virtual currencies. Reportable Accounts also include Managed Accounts (defined below) and those accounts from which a Covered Person benefits indirectly, such as a family trust or family partnership, and accounts in which a Covered Person has a joint ownership interest, such as a joint brokerage account.

The information required to be reported regarding a Reportable Account includes the following: • The name of the broker, dealer or bank with whom the Covered Person established the account;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • The date the account was established; and • The date that the Reportable Account was reported by the Associate.

The following are not Reportable Accounts and do not need to be reported: • 529 plans or similar college savings plans or ISA; • SIP and Child Trust accounts if the account only has the capability to hold open end mutual funds or other funds where you do not have the ability to control, influence, select or direct its underlying investments; • open end mutual funds purchased directly from the fund manager and held in accounts which do not have the ability to hold any other type of securities*. In the US, Associates’ Fidelity 401(k) plans do not need to be reported as they have the ability to hold only open-end mutual funds. • any other account which is limited solely to transactions in unit investment trusts (“UITs”), redeemable securities of registered investment companies, and variable contracts.

* See the “Reporting Your Holdings and Transactions” section for reporting requirements for AMG-affiliated mutual funds.

Please contact the Compliance Team if you hold any securities in physical certificate form or if you are not sure if a particular account is required to be reported.

Pantheon Securities, LLC (“Pantheon Securities”) Registered Representatives (“RRs”) In addition to those requirements set forth above, an RR of Pantheon Securities who initiates or maintains a personal securities account with a third-party broker/dealer must give written notice to that broker/dealer that he/she is registered with Pantheon Securities prior to opening the account or placing an initial order for the purchase or sale of securities through the other broker/dealer. Typically, this notice is provided to the broker/dealer as part of the account application. If the account was established with the other broker/dealer prior to the association of the RR with Pantheon Securities, then the RR shall notify both Pantheon Securities and the other broker/dealer in writing promptly after becoming associated with Pantheon Securities.

B. US Only: Electronic Data Feed In order to take advantage of the efficiencies provided by electronic data feeds of your trading activity from your broker-dealer into the Schwab CT system, in the US, you are required to open any new accounts at, or to transfer existing accounts to, a firm that provides electronic data feed capabilities unless you receive prior approval from the Head of Compliance/Chief Compliance Officer. Pantheon currently receives electronic data feeds from the following broker-dealers: • Charles Schwab • E*TRADE • UBS • TD Ameritrade • Scottrade • Morgan Stanley • Merrill Lynch

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Wells Fargo • Fidelity • Vanguard

For US Associates, if you wish to use a brokerage firm not listed above and that firm provides electronic access to information, you may arrange for delivery of required information using ByAllAccounts. There is a nominal annual charge to use ByAllAccounts. You can contact the Compliance Team to discuss the details of setting this up.

3. Reporting Your Holdings and Transactions A. Initial and Annual Holdings Reports Except as provided below, you must submit via the Schwab CT system no later than 10 days after commencing employment with Pantheon or otherwise becoming subject to the Code of Ethics, an initial holdings report which includes all of the holdings in your Reportable Accounts and any other securities that would require pre-clearance prior to trading under Section 4 below (e.g., private securities, stocks held directly). Additionally, you must report via the Schwab CT system your holdings in AMG-Affiliated Mutual Funds. (A list of AMG-Affiliated Mutual Funds is posted on the Schwab CT system and may be distributed to you periodically). You may not make any personal trades until an initial holdings report has been submitted.

You must also submit an annual holdings report via the Schwab CT system. In the US, you can satisfy the requirement to submit holdings in your Reportable Accounts by ensuring that the Compliance Team receives duplicate trade confirmations and holdings information for your Reportable Accounts directly from your broker via an electronic data feed or link as discussed above.

Initial and annual holdings reports must include, at a minimum, the following information as applicable, current as of a date not more than 45 days prior to the date of the report: • The name and type of security, the ticker symbol or CUSIP number, number of shares or units, and principal amount of the security; • The name of any broker, dealer or bank with which the Covered Person maintains the Reportable Account; and • The date the report was submitted by the Associate.

B. Account Statements / Trade Confirmations Globally, Associates are required to upload monthly or quarterly brokerage account statements (as applicable) to Schwab CT or by ensuring that your brokerage accounts are included in a data feed as noted in the preceding Section 2B within 30 days following the end of each quarter. For those not on the electronic feed, statements should be uploaded under the “Statement Receipt Report” section on the “Personal Trading” tab of Schwab CT. Failure to upload statements can result in disciplinary actions from Compliance. Please contact the Legal and Compliance Team should you need any assistance in uploading your statements.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Except as provided below, you must also submit via the Schwab CT system no later than 10 days after executing a trade in a Reportable Account, a confirmation of such trade from your broker. Such trade confirmations must include, at a minimum, the following information as applicable, unless otherwise required by applicable law: • The date of the transaction, name of the security, the ticker symbol or CUSIP number, the interest rate and maturity date, number of shares or units, and principal amount of such transaction; • The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); • The price of the security at which the transaction was effected; • The name of the broker, dealer or bank with or through which the transaction was effected; and • The date the trade confirmation or report was submitted by the Associate.

This Trade Confirmations requirement can also be satisfied via an Associate’s monthly or quarterly statement upload as long as those statements include the trade information included above or by ensuring that your brokerage accounts are included in a data feed.

Pantheon will review annual holdings reports and quarterly brokerage account statements, or trade confirmations if applicable, in accordance with t applicable jurisdictional regulations.

C. Exceptions to Holdings and Transaction Reporting Requirements (1) Managed Accounts You are not required to submit initial or annual holdings reports, or trade confirmations with respect to securities held in a Managed Account if you have certified to the Legal and Compliance Team via the Schwab CT system that your account is a Managed Account. A “Managed Account” is one from which you could benefit, but over which you have no investment discretion or influence over the investments in the account, such as a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to execution.

Periodically, the investment manager of a Managed Account may be asked to affirm that you have not exercised influence or investment discretion over the Managed Account. In order for an account to continue to be treated as a Managed Account, the investment manager must provide the requested affirmation, as requested.

You must immediately advise the Legal and Compliance Team if you terminate the Managed Account agreement. Upon termination of the Managed Account agreement, you must also immediately begin reporting transactions and holdings in such accounts as outlined in Sections 3A and 3B above.

(2) Automatic Investment Plans You are not required to submit trade confirmations with respect to transactions effected pursuant to an Automatic Investment Plan. An “Automatic Investment Plan” means a program in which regular periodic purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If you change the parameters of an account with an Automatic Investment Plan, you must advise the Legal and Compliance Team at the time of the change and provide transaction information for 60 days after the parameters are changed.

If you terminate the automatic investment plan, you must immediately advise the Legal and Compliance Team and begin reporting transactions and holdings as outlined in Sections 3A and 3B above.

4. Obtaining Approval for Your Trades A. Pre-Clearance of Covered Securities Transaction Except as provided below, you must obtain prior approval (i.e., “pre-clearance”) through the Schwab CT system of all transactions in all securities, other than trades in Exempt Securities or otherwise set forth below under Exceptions to Pre-Clearance Requirement.

Pre-cleared trades are valid in the Schwab CT system for a period of five calendar days unless any delay in trading would breach a closed period. In the case of a previously approved trade possibly breaching a closed period, you may request an exception to the closed period restriction in order to complete the trade. You may not proceed with the trade during the closed period without approval from the Legal and Compliance Team.

If a pre-cleared trade is not executed within five calendar days of approval, you should cancel the pre-clearance request in the Schwab CT system and, if you want to keep the unexecuted order open at your broker, you must resubmit the pre-clearance request in the Schwab CT system at the end of that five calendar day period and receive new approval prior to executing the trade.

Also, if the terms of the order are changed, or if the order is withdrawn or cancelled and subsequently re-entered at a later time, you must cancel the pre-clearance request and submit another pre-clearance request in the Schwab CT system for the new order.

When requesting pre-clearance of a trade, you must make the following certifications: • You do not have material, non-public information (MNPI) regarding the security, defined as information, if it was made generally available, that would be reasonably likely to have a significant effect on the price of the relevant security or be an important consideration for an investor in making his or her investment decision in relation to such security; • To the best of your knowledge, the trade does not conflict with any current investment activity of any Pantheon client or fund • the security is not listed on the Pantheon Restricted List; • If the trade is a sale, to the best of your knowledge having checked that the security is not a current underlying portfolio company held directly or indirectly by a Pantheon client or fund.

In addition, when requesting pre-clearance of a trade, you must declare whether or not you are intending to purchase the security in an initial public offering (an “IPO security”). As Pantheon (US) LP and Pantheon Ventures Inc. are SEC registered investment advisers, and Pantheon Securities is an SEC-registered broker/dealer and FINRA member, there are

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document additional restrictions on the purchase of IPO securities by certain Associates (e.g., restrictions on the purchase of IPO securities by RRs of Pantheon Securities pursuant to FINRA Rule 5130). You will not be able to obtain an automated approval for your request. Instead, your request must be referred to the Legal and Compliance Team for consideration.

B. Exceptions to Pre-Clearance Requirement (1) Managed Accounts Although you are required to report Managed Accounts as described above, you are not required to obtain pre-clearance of transactions in Managed Accounts, provided that the following conditions are met: • You provide certification when reporting the Managed Account through the Schwab CT system, that transactions in the account are, in fact, effected by your investment adviser with discretionary investment authority; • In the event that you participate in any decision regarding purchases or sales in the account, such transactions must be pre-cleared; • You will be required to attest annually to the account’s continued managed status; and • Pantheon reserves the right to contact your investment manager to verify the managed status of the account.

(2) Automatic Investment Plans You are not required to obtain pre-clearance for transactions in a Reportable Account pursuant to an Automatic Investment Plan. Purchase and sales that are not automatic, however, must be pre-cleared. If you change the parameters of an Automatic Investment Plan in a Reportable Account, you must promptly advise the Compliance Team and report transactions in the Schwab CT system for 60 days after making the change to the parameters.

(3) Exempt Securities You are not required to obtain pre-clearance for transactions in “Exempt Securities”. Exempt Securities include: • open or closed-end funds; • AMG-Affiliated Mutual Funds; • ETFs (including options on ETFs); • UITs; • other funds (including investment trusts) where you do not have the ability to control, influence, select or direct its underlying investments; securities issued by a government, state or municipality (including treasury bonds and municipals bonds); bank certificates of deposit; money market funds; commercial papers; and • variable annuities and variable insurance contracts.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Please note that cryptocurrencies/virtual currencies are NOT exempt securities and are “Covered Securities” that require preclearance under this policy.

However, funds and investment trusts whose primary strategy is investing in private equity, infrastructure, private securities and other alternative assets need to be pre-cleared for trading.

C. Short Sales, Margin Transactions and Options or Warrants. You may engage in short sales and margin transactions and purchase and sell options provided you obtain pre-clearance and meet all other provisions of the Code and this Policy (options on ETFs are exempt from this requirement, as noted above). You should keep in mind, however, that these types of transactions can have unintended consequences. For example, any sale by a broker to cover a margin call or a short position will be in violation of these provisions unless it is pre-cleared or otherwise subject to an exception to the pre-clearance requirement.

Options Transactions: • Expiration of a put or call must be 60 or more days from date the position was opened; • You may not close an option position unless it has been held for 60 or more days; • Following the exercise of an option (other than at expiration), you may not open a new position with the same underlying security for 60 days after the exercise; • You may roll an option position at or within 5 days of expiration (e.g., buy or sell an option on the same underlying security); • You may not use an option to create a transaction that would otherwise violate the terms of this Policy.

Also, any sale of securities acquired upon exercising a long call option or the expiration of a long in-the-money option will be in violation of these provisions, unless it is pre-cleared or otherwise subject to an exception to the pre-clearance requirement.

5. Other Prohibited or Restricted Investments A. Initial Public Offerings As stated above, because Pantheon (US) LP and Pantheon Ventures Inc. are SEC-registered investment advisers, and Pantheon Securities is an SEC-registered broker/dealer and FINRA member, there are restrictions on the purchase of an IPO security by certain Associates (e.g., restrictions on the purchase of IPO securities by RRs of Pantheon Securities). Requests to purchase an IPO security should be directed to the Compliance Team for personal consideration.

B. 60-Day Limitation on Purchase and Sales Except for Exempt Securities, you are restricted from repurchasing a security you have sold in the last 60 days, or selling a security you have purchased in the last 60 days.

C. Private Securities Transactions You are prohibited from acquiring any security issued in a private security transaction, such as a limited offering or private placement, without prior approval from the Legal and Compliance Team obtained through the Schwab CT system. Approval may be granted after a review of the facts and circumstances, including the following:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Whether an investment in the security is likely to result in conflicts (current or future) with any Pantheon fund or client interests; and • Whether you are being offered the opportunity due to your employment at or association with Pantheon.

The Legal and Compliance Team may contact your supervisor, members of Investment Teams or the International Investment Committee to discuss the proposed transaction prior to approving it.

D. Derivatives You may trade in certain financial derivatives, such as options and futures, financial spread betting or contracts for difference which are based on generally recognized indexes, currencies or commodities and single stocks (subject to the restrictions listed above in 4C). More complex derivatives may be restricted by the Legal and Compliance Team. You should contact the Legal and Compliance Team prior to purchasing financial derivatives, other than futures and options on recognized indexes and single stocks, and should be prepared to discuss the characteristics of the derivative product and the underlying securities or financial products on which the derivative is based in order to provide assurance that the financial derivatives will not provide an opportunity for unlawful trading. Any financial spread betting positions on single stocks be subject to the 60 day buy and hold rule with the subsequent possible impact on your margin account.

6. Other Exceptions Under very limited circumstances, an exception to the provisions of this Policy not otherwise described above may be granted by the Head of Compliance/Chief Compliance Officer or designee in your region on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with Pantheon fund or client interests. Requests for such exceptions must be made in writing to the Head of Compliance/Chief Compliance Officer and describe the nature of the exception and the reason it is being requested.

Failure to abide by this Policy can result in disciplinary action.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Outside Business Activities Policy

Last Updated December 2018

Each Pantheon Associate is required to be engaged in the practices and concerns of Pantheon, and to devote substantially all of his or her normal working time thereto and, to the best of his or her ability, engage himself or herself in such activities in a manner which will further the business and interests of Pantheon.

In order to avoid possible conflicts of interest, you must not: (a) take on/conduct any outside affiliation/activities for which you receive compensation; (b) serve in an investment advisory capacity, or serve in a fiduciary capacity (whether or not you receive compensation); (c) otherwise be directly or indirectly materially engaged, concerned or interested in any business activity, trade or occupation other than your responsibilities for the Pantheon Group ((a) –(c) together “Outside Business Activities” or “OBAs”)), unless you have obtained prior approval from: (i) your supervisor; (ii) Compliance; and, if applicable, (iii) for Operating Partners and Principal Members (i.e. holders of equity in the business), the Partnership Board6.

Examples of OBAs include, but are not limited to, the following: • Accepting directorships, governorships or trusteeships; • Serving as an employee, independent contractor, sole proprietor, officer, director or partner of any other person or business organization (this includes Advisory Board seats); • Full or part-time employment by another organization; • Receiving compensation, or having the reasonable expectation of compensation, from another organization or individual; • Engaging in personal or family business opportunities; • Acting as a fiduciary for an organization or an individual; and • Serving in an advisory capacity for any organization including charities, schools, colleges and universities.

Prior approval is required to serve in an advisory or fiduciary capacity for a charitable, civic, religious, educational or fraternal organization whether such role is compensated, whether

6 Pantheon does not expect to decline permission for any Operating Partner or Principal Member’s request to be involved in business endeavours on a non-professional basis if: (i) such activities cannot reasonably be expected to be inconsistent or in conflict with such Operating Partner or Principal Member Owner’s duties and responsibilities to Pantheon Group; (ii) such activities do not (individually or in the aggregate) interfere with the performance of such individual’s duties and responsibilities to / for Pantheon Group, and (iii) provided that such individual has provided to the Partnership Board appropriate information with respect thereto so that the Partnership Board can ensure that such activities are not inconsistent with or conflict with (or create the appearance of a conflict with) the business of Pantheon Group and are otherwise in conformance with the policies and procedures of the Pantheon Group.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by fixed or variable remuneration, commissions or profit sharing. Examples of such activities requiring prior approval include, but are not limited to, serving on a board or as treasurer, or assisting in the management of an endowment or building fund, or investment committee.

Volunteering without compensation and in a non-advisory/non-fiduciary capacity in a charitable, civic, religious, educational, or fraternal organization does not need to be reported or disclosed provided that such activities must not (individually or in the aggregate with other OBAs) interfere with the performance of such individual’s duties and responsibilities to/for Pantheon. They must not conflict with (or create the appearance of a conflict with) the business of Pantheon and are otherwise in conformance with Pantheon’s policies and procedures. Examples of such activities include coaching a children’s soccer/football team, leading the choir in a church, or assisting in a homeless shelter.

With regard to any OBAs: • Such activities must not (individually or in the aggregate) interfere with the performance of such individual’s duties and responsibilities to/for Pantheon must be in conformity with the other policies and procedures of Pantheon. • You must avoid any outside affiliation, including outside employment or professional or personal service that competes with Pantheon’s business or conflicts (or create the appearance of a conflict) with the interests of Pantheon or its clients. • Personal fiduciary appointments such as administrator, executor or trustee must be reported and approved. This includes fiduciary appointments for family members or other close personal relationships (which may include commercial ventures). • Assuming an advisory role in conjunction with an investment in a private placement or other investment requires prior approval. Additionally, the investment must be reported as explained in the Personal Trading policy. • You may not use Pantheon resources, including computers, software, proprietary information, letterhead stationery and other property in connection with any outside employment or other outside affiliation. • Political activities are subject to Pantheon’s Pay to Play Policy. Please refer to that Policy (Annex L of the Global Code of Ethics) for information regarding political activities, and support of political candidates, political parties and related organizations.

In addition to this policy, under the Pantheon LLP Deed, an Operating Partner or Principal Member must report any non-Pantheon business activity, trade or occupation to Compliance and obtain the requisite Committee approval prior to engaging in such activity.

In order for an OBA to be approved, you must obtain your supervisor’s approval, disclose the proposed OBA to Compliance via Charles Schwab Compliance Technologies (“Schwab CT”) system and, for Operating Partners and Principal Members (i.e. holders of equity in the business), disclose the proposed OBA to the Partnership Board and obtain its approval. The disclosure must include details of the nature of the OBA and a discussion of any possible conflict of interest or appearance of conflict of interest with Pantheon and how any potential or actual conflicts will be addressed. For all instances involving Operating Partners and Principal Members, the request for approval will go to the Legal and Compliance Team and in

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document some instances, the request for approval may be escalated to the Partnership Board for approval.

It is your responsibility to ensure that your OBAs are reported in the Schwab CT system and the information on the Schwab CT system is promptly updated to reflect when you are no longer engaged in a previously reported OBA.

Pantheon Securities, LLC (“Pantheon Securities”) Registered Representatives (“RRs”) Pantheon US associates who are RRs of Pantheon Securities must report all proposed OBAs to Compliance and their Series 24 Supervisory Principal.

Pantheon Securities also must evaluate the proposed activity to determine whether the activity is properly characterized as an outside business activity or whether it should be treated as involving private securities transactions subject to FINRA requirements. Pantheon Securities will keep a record of its compliance with these obligations with respect to each written notice received and will preserve this record for the period of time and accessibility specified in the SEC recordkeeping rules), which is satisfied by the disclosure of the OBA in the Schwab CT system. If approved, depending on the nature of the OBA, it may also be disclosed on the RR’s FINRA U-4 registration. OBAs that are exclusively charitable, civic, religious, fraternal and recognized tax exempt, AND do not include any investment-related activities, do not require U4 disclosure. The following information is required for all other OBAs that do require disclosure on the RR’s U4: • your position, title, or relationship with the other business • the start date of the relationship • the approximate number of hours per month you devote to the other business • the number of hours you devote to the other business during securities trading hours • a brief description of your duties relating to the other business

Please contact the Compliance Team with any questions and RRs of Pantheon Securities should refer to the Written Supervisory Procedures for more specific requirements.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Books and Records/Record Retention Policy

Last updated December 2018

Pantheon is regulated in the United States, United Kingdom, Ireland and Hong Kong. In the United States, Pantheon Ventures Inc. and Pantheon Ventures (US) LP are registered investment advisers with the Securities and Exchange Commission (“SEC”), and Pantheon Securities, LLC (“Pantheon Securities”) is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”). Pantheon Ventures (UK) is registered as an exempt reporting adviser with the SEC, and, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority. Pantheon Ventures (Ireland) DAC is registered as an exempt reporting adviser with the SEC, and in Ireland, is authorised by the Central Bank of Ireland. In Hong Kong, Pantheon Ventures (HK) LLP is regulated by the Securities and Futures Commission for advising in securities. The foregoing entities are collectively referred to as “Pantheon” in this document.

Pantheon shall maintain all records required to be maintained by it by applicable law, in the manner and for the period specified by such law, including without limitation satisfying the most stringent jurisdictions mentioned above. Copies of the recordkeeping regulations are available upon request from the Legal and Compliance Team.

Record Retention Pantheon shall preserve all records relating to its business, including, but may not be limited to, employee, corporate, financial, client, investment and compliance information in accordance with this Policy. Each category of data referenced in the Books & Records Chart below shall be preserved for a period of time that is at least equal to the applicable period of time as is set forth opposite such category of data. All other information shall be preserved for at least seven years after the closing of the account/end of the relationship.

Periodic examinations of all files, records and reports to assure that records are maintained as described in this Policy will be conducted by Compliance via the Pantheon Global Monitoring and Testing Program.

A record is defined as any document used by Pantheon in the course of carrying out investment business and any document used to demonstrate the necessary management and control of Pantheon activities in accordance with regulatory requirements. Regulatory rules state that a firm must arrange for orderly records to be kept of its business and internal organisation, including all services and transactions undertaken by it, which must be sufficient to enable the regulatory body or any other relevant competent authority to monitor the firm’s compliance with the requirements under the regulatory system, and in particular to ascertain that the firm has complied with all obligations with respect to clients. Pantheon must therefore ensure that the following requirements are met to ensure compliance with regulatory rules: • All records must be held either in hard copy (on-site or offsite storage) or in electronic format.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • All records relating to the conduct of Pantheon’s business must be held in an easily accessible place (and specifically for the first two years on-site) from which the records can be retrieved within at most 48 hours of submitting a retrieval request. • All records must be capable of being reproduced in the English language on paper. • All applicable departments/teams must maintain a list of all the types of record they retain • Details of any records sent for archiving must be maintained. • Without the consent of the Regulatory body in writing, no record or file shall be amended or destroyed should it be relevant to any matter which is the subject of a regulatory inspection, investigation or any other regulatory proceedings.

Please see the chart below as a further guide to assist with understanding your obligations under this policy.

Books & Records Chart

Category of Data Retention Period Regulatory Compliance Records Maintain the current manual, policy, or code in effect within the Compliance Manuals, Policies and Procedures, complaints handling, past 7 years annual review documentation, and Code of Ethics

Violations of the Code of Ethics 7 years after end of fiscal year in which violation occurs A record of any violation of the Code of Ethics, and of any action taken as a result of the violation.

Access Person Reports 7 years after end of fiscal year in which report made A copy of each report made by an Access Person, including employee acknowledgements, disclosures, breaches, and approvals.

Record of People Required to Make Access Person Reports and 7 years Those Responsible for Reviewing the Reports A record of all persons, currently or within the past seven years, who are or were required to make Access Person reports, or who are or were responsible for reviewing these reports.

Report on the Code of Ethics 7 years after end of fiscal year in which report made Reports presented to the senior management that describe issues arising under the code of ethics and certify that procedures have been adopted to prevent access persons from violating the code.

Pre-Approval of Investments in IPOs and Limited Offerings by 7 years after end of fiscal year in which approval granted Access Persons

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A record of any decision and the reasons supporting the decision, to approve the acquisition by investment personnel of securities in an IPO or limited offering.

Records relating to Investors / Clients, including anti-money 7 Years from the end of the relationship or if later the date on laundering (“AML”) documentation (This should include copies which the last transaction was completed or the last entry to the of evidence or information used to verify identity (these should record was made be retained in the customers’ files attached to the verification of identity forms) but excluding personal data of investors / clients)

Investor / Client tax documents (but excluding personal data of 7 Years from the end of the relationship investors / clients)

Personal data of Investors / Clients, e.g. relating to AML 5 years from the date on which the relevant business documentation or tax documents relationship, for which purpose such personal data was provided, has ended (or if later the date on which the last transaction was completed or the last entry to the record was made).

Investment Records 7 years after end of fiscal year in which of the record is made Investment Recommendations and Investment Committee approvals (e.g. (i) how investment advisers are selected; and (ii) how the determination of asset allocations are made); investment-related correspondence sent or received; Internal working papers, financial modelling, and due diligence for investments.

Deletion of Personal Data of Clients / Investors With respect to personal data of clients and investors (including in the case of AML due diligence if the applicable law, regulation and circumstances allow for deletion), following the expiry of the retention period set forth above, Pantheon will delete (or otherwise erase, de-identify or pseudonymise or equivalent) any such personal data except as required or permitted by applicable law or regulation, for example where, (i) the data subject has consented or (ii) Pantheon reasonably believe that the records containing the personal data need to be retained for the purpose of legal, regulatory or court proceedings (for example in the context of money laundering, where a report of suspicious activity has been submitted to the law enforcement

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document agencies, or where it is known that a client or transaction is under investigation, the relevant records should not be destroyed without the agreement of the authorities even though the seven-year limit may have been reached).

Personal Data of Pantheon Associates Policies relating to the collecting, storing, processing and deletion of personal data of Associates shall be maintained separately by the Human Resources department.

Additional Requirements for Pantheon Securities Pantheon Securities’ specific books and records obligations and related recordkeeping practices are described in its Written Supervisory Procedures and Compliance Manual (“WSPs”) located on the Legal and Compliance section of the Pantheon Intranet.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Reporting of Violations, Breaches and Errors, & Whistleblowing Policy

Last Updated November 2018 1. Applicability This policy applies to all Pantheon Associates.

2. Objective Pantheon is committed to conducting its business with honesty and integrity and we expect all Associates to maintain high standards. Any suspected wrongdoing should be reported as soon as possible.

As there are potential overlaps covering reporting of violations, the reporting of breaches and errors, and whistleblowing Pantheon has adopted a comprehensive policy that covers all of these aspects.

3. Reporting of Violations, Breaches and Errors All breaches of law, regulation and Pantheon regulatory policy must be reported immediately and all errors must be reported promptly upon their discovery to the Risk and Compliance Teams. Both breaches and errors should be reported using Exceptions Workspace, available on the homepage of the Intranet. Alternatively, an Associate may also submit an anonymous report (via the Breach Disclosure form located on the homepage on the Schwab CT system. Additionally, all instances of lost, stolen, breached or compromised Confidential Information (including personal data) should be reported in accordance with the procedures outlined in the Pantheon Confidentiality and Privacy Policy (available on the intranet).

All errors will be recorded by the Risk Team. The Compliance Team maintains a Compliance Breaches Register in which all reported breaches will be recorded. Where necessary, it is the responsibility of the Compliance Team to escalate details of breaches or errors to senior management and to the appropriate regulator.

If an Associate is uncertain, following identification of an issue, whether the circumstances constitute a reportable breach or error, or if an Associate is delayed in reporting via Exceptions Workspace, he/she must notify the Head of Compliance/Chief Compliance Officer immediately so that the matter can be investigated and the appropriate action taken.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If the Head of Compliance/Chief Compliance Officer determines that an affected client requires notification as a result of a breach or error, the Head of Compliance/Chief Compliance Officer will inform senior management and the Risk Committee. The Head of Compliance/Chief Compliance Officer will then instruct relevant Associates to contact the client/investor and provide the necessary details or instruct relevant Associates to do so.

If a breach or error financially disadvantages a fund or investor, the Head of Compliance/Chief Compliance Officer will inform senior management and the Risk Committee, and will liaise with the team that reported the breach/error to ensure that any necessary reimbursements are made promptly.

Following resolution of a breach, the Head of Compliance/Chief Compliance Officer will sign off, signifying that the breach has been resolved and will ensure that all details are included on the Compliance Breaches Register, as appropriate.

Pantheon Securities, LLC (“Pantheon Securities”) Registered Representative’s (“RRs) obligations with regard to reporting violations: The Chief Compliance Officer (“CCO”) must determine whether substantiated violations must be reported to FINRA pursuant under FINRA rules or to other regulatory organizations pursuant to applicable rules and regulations. The CCO is responsible for compliance preparing and filing any required reports. The Chief Executive Officer (“CEO”) of Pantheon Securities will be informed of all reported violations on a regular basis, and all substantiated violations will be reported to the CEO as promptly as practicable. After receiving a report of a violation, the CEO, or Supervisory Principal of Pantheon Securities designated by the CEO of the Firm or CCO, shall investigate the facts and circumstances of the reported violation pursuant to the Pantheon Securities Compliance Manual and Written Supervisory Procedures (“WSPs”) located on the Legal and Compliance section of the Pantheon Intranet. All Pantheon Securities RRs should refer to the WSPs for specific reporting obligations.

4. Whistleblowing Whistleblowing is the making of a disclosure that, in the reasonable belief of the Associate making such disclosure, is in the public interest and tend to show one or more of the following has taken place in the past, is taking place in the present, or will likely take place in the future: • a crime, serious breaches of legal and regulatory obligations (such as securities violations, serious violations of our obligations on bribery, corruption, sanctions, money laundering, fraud and other criminal activities); • a miscarriage of justice;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • a danger to health and safety; • damage to the environment; or • attempts to cover up such malpractice.

How to make a whistleblowing disclosure Pantheon hopes that in many cases Associates will be able to raise any concerns with their direct manager. However, where Associates would prefer to raise concerns via other channels, Associates should contact senior management or Pantheon’s Head of Compliance/ Chief Compliance Officer.

Protection and support for whistleblowers Pantheon shall ensure that no discrimination, harassment, victimization or, in the case of Associates, any other unfair employment practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like will be adopted against Associates making whistleblower disclosures.

Associates are expressly forbidden from taking any adverse personal actions against whistleblower Associates. Associates found to have involved in such conduct may be subject to disciplinary action.

A whistleblower may report any violations of this section to senior management and/or Pantheon’s Head of Compliance/Chief Compliance Officer.

Confidentiality Pantheon will treat all such disclosures in a sensitive manner and will endeavor to keep the identity of an individual making an allegation confidential. However, the investigation process may inevitably reveal the source of the information and the individual making the disclosure may need to provide a statement which cannot be kept confidential if legal or regulatory proceedings arise. Pantheon will make every effort to keep your identity secret and only reveal it where necessary to those involved in investigating your concern.

Anonymous Allegations Pantheon hopes that Associates will feel able to voice whistleblowing concerns openly under this policy. This policy does not require individuals to put their names to any disclosures they make. An Associate may choose to report a breach anonymously. Anonymous reporting can be done via the Breach Disclosure form located on the homepage on the Schwab CT system once you login.

Investigation and outcome

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Once an Associate has raised a concern, Pantheon will carry out an initial assessment to determine the scope of any investigation. Pantheon will inform the Associate of the outcome of its assessment. Pantheon may require the Associate to attend additional meetings in order to provide further information.

Pantheon will aim to keep the whistleblowing Associate informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent Pantheon giving the Associate specific details of the investigation or any disciplinary action taken as a result. Associates should treat any information about the investigation as confidential.

External Disclosures The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. We believe that in the light of our processes, Associates should not find it necessary to alert anyone externally. However, t in some circumstances Associates have the right to report concerns to an external body such as a regulator. Pantheon Associates may seek advice internally before making whistleblowing disclosures to anyone externally.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document INFORMATION BARRIER POLICY WITH RESPECT TO AFFILIATED MANAGER GROUP (“AMG”) Updated June 2018

1. Physical access to Pantheon’s offices Subject to the terms of paragraphs 4 and 5 below, under no circumstances are any officers or employees of Affiliated Managers Group, Inc. (“AMG”) to have independent access to any Pantheon office space. For these reasons, all security passes issued to AMG officers and employees will not open any Pantheon office doors.

AMG officers and employees may enter Pantheon’s offices only if accompanied at all times by a Pantheon officer or employee, and such Pantheon officer or employee shall be required to ensure that the AMG officer or employee does not purposefully or inadvertently access Pantheon’s IT system or any hard copy files during that time. In the event of a regulatory inquiry or examination, the Pantheon Legal and Compliance Team may coordinate with Pantheon Information Technology and the AMG Distributors Inc. Compliance team to coordinate potential, temporary access to the system or files under the supervision of Pantheon’s Head of Compliance.

2. Access to Pantheon’s IT system Subject to the terms of paragraphs 4 and 5 below, under no circumstances are any AMG officers or employees to have access to Pantheon’s IT system/network, including the Pantheon intranet or any Pantheon databases or directories.

3. Non-disclosure of Pantheon information To facilitate the Information Barrier arrangement and subject to the terms of paragraphs 4 and 5 below, under no circumstances should any Pantheon officers or employees discuss with or otherwise disclose to any AMG officers or employees any non-public or price sensitive information in relation to Pantheon International, PLC or any other listed entity named on Pantheon’s restricted list (“Restricted List”), including but not limited to: • Transaction information; • Valuations; • Re-structuring; • Performance; and • Pantheon compiled data.

Notwithstanding the information above, Registered Representatives (“RRs”) of Pantheon Securities, LLC (“Pantheon Securities”), in accordance with the Pantheon Securities Written Supervisory Procedures and Compliance Manual (“WSPs”), will share from time to time information relating to its activities, including without limitations information about certain third party managers being considered for distribution of the underlying fund interest and Pantheon shall cooperate and provide the requisite information in connection with its obligations as the investment adviser to any AMG 1940 Act funds.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Bringing AMG employees over to Pantheon side of the Information Barrier Pantheon Securities, a limited purpose broker dealer, has a selling agreement with AMG’s broker/dealer, AMG Distributors, Inc., for the AMG Pantheon Fund (the “Fund”), for which Pantheon Ventures (US) LP is the investment adviser. In certain situations, in connection with activities of Pantheon Securities’, RRs associated with the AMG Pantheon Fund, , and only with the prior consent of the Pantheon Legal and Compliance Team, certain AMG officers or employees may be “brought over” to the Pantheon side of the Information Barrier, either indefinitely or for a fixed period of time. In such case, for the duration of their time on the Pantheon side of the Barrier, the AMG officer or employee may be permitted physical access to Pantheon’s offices and/or will be given access to Pantheon’s IT system. Such AMG officer or employee will become an “access person” and will be required to sign an acknowledgement letter, by which they will: (i) acknowledge the terms of this Information Barrier Policy; (ii) agree to comply with the non-disclosure obligations set out at paragraph 3 above regarding discussions with or disclosures to any AMG officers or employees not on the Pantheon side of the Information Barrier; and (iii) if required, agree to comply with Pantheon’s personal dealing and insider dealing rules as set out in the Pantheon Compliance Manual and Code of Ethics.

5 Designation of AMG Associates as “non-access persons” In certain situations and only with the prior consent of Pantheon’s Head of Compliance, certain AMG officers and employees may be designated as “non-access persons” who shall excluded from completing the requirements to becoming an “access person” in paragraph 4 above prior to being brought over to Pantheon’s side of the Information Barrier, either indefinitely or for a fixed period of time.

The Compliance Officer has designated the following as a “non-access person”: • Mr. N. Dalton

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Anti- Money Laundering & Counter Terrorist Financing Policy

Last Updated December 2018

Introduction and purpose Money Laundering is a global issue that affects all jurisdictions to varying degrees. Failure to prevent Money Laundering allows criminals to benefit from their illicitly gained funds and may have a damaging impact on Pantheon’s reputation.

The purpose of this policy is to ensure that Pantheon complies with all applicable legal and regulatory anti-money laundering and counter-terrorist financing (“AML/CTF”) and sanctions requirements that we are subject to including those of Hong Kong, the U.S.7, Guernsey, Luxembourg, the Cayman Islands and the UK and other EU-wide AML/CTF obligations.

Allegations of money laundering or violations of sanctions regimes are serious matters. All Associates must therefore pay due regard to this Policy.

Background What is Money Laundering? Money Laundering is the process by which criminals attempt to conceal the true origin and ownership of the proceeds of their criminal activities. It allows them to maintain control over those assets and provide a legitimate cover for the real source of income.

Though the methods by which property is laundered can be highly complex, the objectives are always very simple. Property is laundered because the illegitimacy of its source needs to be disguised. The laundering process occupies the gap in space and time between the point at which criminals benefit from crime and the stage at which they benefit from it with impunity, safe in the knowledge that there will be a reduced likelihood that the property can be attributed or linked to signify criminality.

There is no single method of laundering money. When trying to understand the processes involved, the three-stage approach provides a useful starting block. These stages are: • Placement: The process by which funds from a criminal activity enter the financial system. • Layering: The process by which funds are camouflaged and distanced from their original source and point of entry in to the system, e.g. by transfers between accounts, transfers to and from different jurisdictions, or through use of different instruments and currencies. • Integration: Where laundered money re-enters the financial system appearing to be legitimate.

7 Specific requirements for Pantheon Securities, LLC, a US limited purpose broker dealer registered with the US Securities and Exchange Commission and the Financial Industry Regulatory Authority are located in Appendix 3.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Money Laundering is based on criminal activity. A money laundering predicate offense is the underlying criminal activity that generates proceeds, which when laundered, results in the offence of money laundering. Over the years, the international community has developed the view that predicate offences for money laundering should go well beyond drug trafficking. In particular, in recent years many countries have focused on defining tax evasion as a predicate offence leading to money laundering (including the United Kingdom’s Criminal Finances Act). Failing to report knowledge or suspicions relating to such an activity is an offence committed by a firm.

Accordingly, it may often be appropriate for Pantheon to know rather more about the customer8 than its identity: it will, for example, often need to be aware of the nature of the customer’s business or activities in order to assess the extent to which his transactions and activity undertaken with or through the firm is consistent with that business – including confirm that payment instructions do not give rise to suspicion of contravention of predicate offences such as tax evasion.

What is important for Associates is to have good knowledge of their business area as well as their clients. That way any unusual activity can be identified. The three-stage process is helpful from a theoretical perspective; however, Pantheon Associates should not become overly pre-occupied with the application of it. The reality is that an Associate would only see a small part of the laundering operation. Of greater importance is a high level of knowledge about our clients and their expectations, coupled with an active mind that can identify the unusual.

Terrorist Property vs Criminal Property While there can be considerable similarities between the movement of terrorist property and the laundering of criminal property, there are two major differences between terrorist property and criminal property more generally. Firstly, often only small amounts are required to commit an individual act of terrorism, thus increasing the difficulty of tracking the terrorist property. Secondly, terrorists can be funded from legitimately obtained income, including charitable donations, and it is extremely difficult to identify at which stage the legitimate funds become terrorist property.

8 “Customer” includes any Investing Entities who are either subscribing on behalf of third parties or are funds of funds. Such customers may be categorised by certain jurisdictions as proxies under applicable local regulation. In such cases, Pantheon should know the power of representation of the person acting on behalf of the customer and verify his/her identity through evidencing documents of which they shall keep copies. Typical examples of these arrangements are: • legal representatives of beneficial owners who are unfit natural persons; • natural or legal persons authorised to act on behalf of beneficial owners pursuant to a mandate; • persons authorised to represent beneficial owners which are legal persons or legal arrangements in the relations with Pantheon.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Other Financial Crime Money laundering and terrorist financing risks are closely related to the risks of other financial crime, such as fraud, market abuse and anti-bribery and corruption. Fraud, market abuse and anti-bribery and corruption, as separate offences, are not dealt with in this policy. The policy does, however, apply to dealing with any proceeds of crime that arise from these activities. All staff should therefore be wholly cognisant of Pantheon Global Code of Ethics Annex B - Insider Trading and Market Conduct and Abuse Policy, Annex J - Anti- Bribery and Anti-Corruption Policy and Annex K - Fraud Prevention Policy.

Money Laundering Offences There are three broad groups of offences related to money laundering that Pantheon Ventures needs to avoid committing. These are: 1. knowingly assisting in concealing, or entering into arrangements for the acquisition, use, and/or possession of, criminal property; 2. failing to report knowledge, suspicion, or where there are reasonable grounds for knowing or suspecting, that another person is engaged in money laundering (See Reporting of Suspicious Transactions); and 3. tipping off or prejudicing an investigation.

Guiding principles Pantheon is committed to taking appropriate measures to mitigate the chances of it being used for purposes of money laundering or the financing of terrorism. To that effect: • Pantheon has adopted policies and procedures to identify, assess, monitor and manage money laundering risk (which includes crime, bribery, corruption and terrorism). Pantheon’s policies and procedures are comprehensive and proportionate to the nature, scale and complexity of its activities. • Pantheon will take the measures necessary to ‘know its customers’ appropriately, both at the point at which the business relationship is established and on an ongoing basis thereafter. No new client or investor will be accepted by Pantheon until their identity has been satisfactorily verified in accordance with the procedures set forth in this policy. This should include situations where Pantheon refuses to enter into a business relationship or carry out the transaction contemplated by the investor where, despite these measures, Pantheon has a doubt as to the real identity of the Beneficial Owner, and, where it cannot remove this doubt Pantheon must refuse to onboard the investor or satisfy itself that applicable laws permit the implementation of reduced measures. • Beneficial Owner means any natural person who ultimately owns or controls the customer or any natural person on whose behalf a transaction or activity is carried out. The notion of beneficial owner shall at least include:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) in the case of corporate entities: (i) any natural person who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or an ownership interest in that entity, including through bearer shareholdings or control by other means, other than a company listed on a regulated market that is subject to disclosure requirements consistent with the European Union law or subject to equivalent international standards that ensure adequate transparency of information relating to ownership. A shareholding of 25 per cent of the shares plus one share or an ownership interest of more than 25 per cent in the customer’s share capital, held by a natural person, shall be an indication of direct ownership by that natural person. A shareholding of 25 per cent of the shares plus one share or an ownership interest of more than 25 per cent in the customer’s share capital, held by a legal entity, which is controlled by one natural person, or by several companies, which are controlled by the same natural person, shall be an indication of indirect ownership by that natural person. Pantheon Associates should also be cognisant of situations where a natural person may be acting in concert or jointly (through family ties or a contractual agreement) such that their holdings must be aggregated. This can result in an aggregated holding of 25%. This would require the identification and verification of the individuals acting in concert of jointly. In the event a customer is investing in an entity subject to the money laundering and anti-money laundering laws and regulations of the Cayman Islands, a Beneficial owner includes natural persons who ultimately own or control, whether through direct or indirect ownership or control, 10 per cent or more of the shares or voting rights in a legal entity. (ii) if, after having exhausted all possible means and provided there are no grounds for suspicion, none of the persons referred to in point (i) are identified, or if there is any doubt that the person(s) identified are the beneficial owners(s), any natural person who holds the function of senior managing official may be regarded as a beneficial owner. However, this must be approved by Pantheon for the fund in question. Pantheon must be satisfied that there has been the exhaustion of all possible means and that there are no grounds for suspicion; (b) in the case of fiduciary arrangements and trusts: (i) the settlor; (ii) any fiduciary agent or trustee; (iii) the protector, if any;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) the beneficiaries or, where the persons benefiting from the legal arrangement or legal entity have not yet been designated, the category (i.e. class) of natural persons in whose main interest the legal arrangement or legal entity is set up or operates; (c) any other natural person exercising ultimate control over the fiduciary arrangement or trust by means of direct or indirect ownership or by other means; • Associates will be given appropriate training to make sure they understand how the law applies to them and to explain their roles and obligations in respect of anti-money laundering. In particular, members of the investment teams are required to observe the requirements set forth in the Anti-Money Laundering Due Diligence Questionnaires with respect to all portfolio investments, and members of the Client Service team are required to observe all requirements in the AML Schedule to the Confidential Investor Questionnaire (“CIQ”). These forms are available on the Intranet or on request from the Legal and Compliance Team. • The importance of making reports of any suspicious activity is communicated to all relevant staff.

Application of Guiding Principles In order to fulfil the standards set by the Guiding Principles, Pantheon: • conducts appropriate training for its employees in relation to money laundering and undertakes AML/CTF training for staff, contractors and consultants; • provides information to its governing body on the operation and effectiveness of the firm’s AML/CTF systems and controls; • documents its risk management policies and risk profile in relation to Money Laundering, including documentation on its application of those policies; • differentiates between Client Due Diligence (“CDD”) requirements for high, medium and low risk relationships. We conduct appropriate risk-based CDD checks accordingly, including enhanced due diligence for Politically Exposed Persons (“PEPs”), their families and known close associates and other high-risk relationships. The general categorisation is a guide for the risk assessment of customer relationships. The assessment could be impacted by suspicion raised or the weighing of the considerations in APPENDIX 1: Investor Relationships – Risk indicators by the AML reviewer; • Presumed low risk relationships will typically be relationships with entities regulated by a reputable regulator which is based in an assessed low risk jurisdiction for anti-money laundering. As well as no adverse findings after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators • Assessed low risk relationships will typically be

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • relationships with entities that are not regulated by a reputable regulator but is based in an assessed low risk jurisdiction for anti-money laundering. As well as no adverse findings after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators or • entities that are regulated by a reputable regulator but is not based in an assessed low risk jurisdiction for anti- money laundering. As well as no adverse findings after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators • Medium risk relationships will typically be relationships with entities that • are not regulated by a reputable regulator and are not based in an assessed low risk jurisdiction for anti-money laundering. As well as the prevalence of no adverse findings after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators • Relationships which may meet the categorisation of a presumed low risk entity or assessed low risk entity described above but there are significantly adverse findings which have been recently resolved by the entity or findings requiring greater monitoring after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators • High risk relationships will typically be relationships with entities that are exposed to the following: • listed by the Financial Action Task Force (FAFT) as being NCCTs (the list of NCCTs can be found at www.fatf-gafi.org); • involved with individuals or are an entity listed on the Office of Foreign Assets Control (“OFAC”) as Specially Designated Nationals (“SDNs”) and Blocked Persons; • the United Nations as listed in the UN Suppression of Terrorism List; • the European Union “EU” list of high-risk third countries • client or investor, or beneficial owner, is established, registered, resident in or operating from (or, in the case of an individual, is a citizen of) a non-cooperative high risk country – for the purposes of tax designated by the EU list of non-cooperative jurisdictions for tax purposes – Annex I (https://ec.europa.eu/taxation_customs/tax-common-eu-list_en ) • Significantly adverse findings after assessing the considerations in APPENDIX 1: Investor Relationships – Risk indicators • is in a good position to and does establish and understand the purpose and nature of our relationships with our investors and clients, given the highly relationship-driven nature of private equity investing; • seeks to ascertain the source of wealth and funds of its investors and clients and the nature activities and business of the investors. Pantheon UK LLP does not maintain relationships with correspondent bank9 accounts. Shell banks, certain offshore

9 Correspondent banks are defined as “provision of banking services by one bank (the “correspondent bank”) to

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document financial institutions and banks from non-equivalent and non-FATF countries and territories are at particular risk to legitimate correspondent banking relationships. In particular, Pantheon does not do business with shell banks and dealings with shell banks are strictly prohibited. Non-shell banks that are based in non-equivalent and non-FATF countries and territories or are offshore financial institutions are subject to enhanced due diligence; • has adopted reasonable measures to ensure that procedures have been put in place for identification of new customers who may not be able for valid reasons to provide certain documentation to verify the identity of ultimate beneficial owners of customers otherwise produced by other clients in respect of their identity; • typically, regularly meets with most of its investors/clients at their usual place of business and/or at Pantheon or during Pantheon Annual Investor Meetings). Ordinarily, Pantheon conducts business on a face-to-face basis, with investor/client relationships often being established well before investment into a fund is secured.

Most of Pantheon’s investors are based in and maintain banking relationships in jurisdictions that are highly regulated for AML/CTF purposes. Funds for subscriptions to Pantheon Funds, calls and distributions thereunder etc. are usually wired directly from said investor bank accounts to the accounts of the funds administrators.

PEPs A PEP is “an individual who is or has, at any time in the preceding year, been entrusted with a prominent public function”. However, Pantheon may continue to apply EDD for such longer period as the relevant person considers appropriate to address risks of money laundering or terrorist financing. These functions include: • Heads of state and government, ministers, deputies or assistants; • Members of parliament, Members of the Senate or similar legislative bodies; • Members of the governing bodies of political parties; • Ambassadors, charges d’affaires and high-ranking officers in the armed forces; • Members of administrative, management or supervisory bodies of State-owned companies (when the state ownership is 50% or above); • members of supreme courts, of constitutional courts or of any judicial body the decisions of which are not subject to further appeal except in exceptional circumstances • members of courts of auditors or of the boards of central banks • Directors and members of the board of international public organisations (UN and NATO as example) another bank (the “respondent bank”)” In case of cross-border correspondent banking relationship and similar relationship Pantheon would be required to gather information on: (i) the country of establishment of the correspondent as well as the applicable legal and regulatory framework; (ii) the supervisory authority and regime applicable to it; (iii) the ownership and control structure of the correspondent and (iv) gather information required by applicable law, such as Art 28(2) of CSSF Regulation N° 12-02, to conduct testing

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Prominent public function” The definition of a ‘prominent public function’ will vary according to the nature of the function held by a person. The AML reviewer must understand: • The nature of the position held and • Whether the function gives rise to the risk of large-scale abuse of position.

Family members of PEPs Family members of PEPs comprise: • Spouse or partner (including a person who by law is equivalent to a spouse) • Children of the PEPS, spouse or partner • Parent of these persons

A family member of a former PEP should not be subject to EDD measures unless this is justified by Pantheon’s assessment of other risks posed by that PEP or the target entity.

People known to be ‘close associates of a PEP’ A person who is said to be a close associate to a PEP includes: • An individual who is proved to have a joint beneficial ownership regarding a legal entity or agreement or maintain close business relationships with a PEP • An individual who detains sole beneficial ownership of a legal structure or arrangement in place to benefit a PEP.

Individuals associated with PEPs are considered as high-risk as PEPs could hide their identities behind these collaborators/associates.

Pantheon’s Risk Based Approach Pantheon has adopted the risk-based approach to Anti-Money Laundering and Combating the Financing of Terrorism (“CFT”) which has replaced more prescriptive methods of dealing with AML/CTF. It is an approach that is championed by various regulators in the jurisdictions in which Pantheon operates and where Pantheon funds are domiciled (for instance, the FCA Rules on AML/CTF and financial crime, and Joint Money Laundering Steering Group Guidance (“JMLSG”), the UK 2017 Money Laundering Regulations, relevant US, Hong Kong, Guernsey and Luxembourg requirements, including, but not limited to, the laws of November 12, 2004, as amended, and of October 27, 2010, relating to the fight against money-laundering and the financing of terrorism (and any future Luxembourg laws implementing directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing), the grand-ducal regulation of February 1, 2010, providing details on certain provisions of the amended law of November 12, 2004, the CSSF Regulation 12-02 of 14 December 2012 on the fight against money laundering and terrorist financing etc. (the “Regulations”)). The risk-based approach is therefore central to Pantheon’s AML/CTF program.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In reality, Pantheon’s risk-based approach does not completely disregard prescriptive methods. There will always be a crossover between the two. What this Policy represents is a move from “one size fits all”, to an approach based on the risk a particular client poses. Therefore, the Policy allows Associates to spend less time focusing upon the former and more time assessing the latter.

It must be noted that the general money laundering and terrorist financing risk attaching to Pantheon’s customers (for AML/CTF purposes) and to investee funds and companies in the context of the typical circumstances described below is assessed as being low. However, the risk may increase when dealing with certain types of customers, funds and companies and relevant factors which Pantheon has assessed as being indicators of potentially high risk situations.

Risk Assessment: Pantheon’s Business Under the Regulations, CDD measures must be determined on a risk-sensitive basis by reference to customer type, type of business relationship, product type, transaction type and geographic risk factors. Enhanced CDD measures are required in any situation which presents a higher risk of money laundering or terrorist financing, including measures to verify the identity of ultimate beneficial owners of customers and to understand the ownership and control structure of customers which are legal persons, trusts or other legal arrangements. In addition, ongoing monitoring measures and approach must be determined on a risk-sensitive basis by reference to customer type, type of business relationship, product type transaction type and geographic risk factors. In assessing AML/CTF risk in relation to customer, business, product transaction type and geographic risk factors, Pantheon should take into account relevant national & supranational risk assessment reports such as the EU Supranational Risk Assessment Report and JMLSG sector guidance. Similarly, for the majority of our clients and investors that are for instance, public/statutory pension bodies and are based in highly regulated jurisdictions such as in the US, European Union and other low-risk jurisdictions that are not listed on the non-cooperative countries and territories (“NCCT List”) maintained by the Financial Action Task Force (“FATF”) nor in a country subject to sanctions regimes of the European Union (“EU”) or the US; such relationships have been assessed by Pantheon as being typically low risk relationships, and are generally subject to identification and verification requirements by Pantheon that reflect this low risk assessment. a. Customer/Business Relationship Type Pantheon customers for the purposes of the Regulations include Pantheon clients (i.e. Pantheon Fund vehicles and segregated clients and investors in Pantheon Funds. i. Clients Pantheon clients include fund vehicles established and operated by Pantheon and a low number of high-value and institutional entities (typically, insurance companies, pension funds of large corporations, local authority and similar public sector pension funds and other investment funds) to whom Pantheon provides discretionary or non-discretionary

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document management or advisory services on a segregated account basis and with whom Pantheon has developed long-term relationships. ii. Investors Investors in Pantheon Funds also, typically, constitute a low number of high value and institutional entities falling into the categories described above, many of whom have developed long-term relationships with Pantheon as investors in Pantheon Funds and are investors in a number of Pantheon Funds. The process for accepting a new investor into a Pantheon fund involves a significant level of due diligence in relation to the investor in order to determine its suitability as an investor, in particular in relation to its financial circumstances and ability to meet calls made by the fund as well as the risks presented by the individual investor relationship. In considering these risks, Pantheon takes into account a number of factors (applicable in most jurisdictions), a list of which is attached as Appendix 1 to this Policy.

Under the Regulations, all investment firms, including Pantheon, are required to verify the identity of new Customers and new money for existing Customers. The record relating to the verification must be retained with the Customer’s file. For each new Customer/ Investor, the Confidential Investor Questionnaire (“CIQ”) form must be completed, by checking the appropriate boxes and obtaining the appropriate supporting documents. These forms can be obtained on the Intranet or on request from the Legal and Compliance Team. The Legal and Compliance Team will assess the risk profile of each Customer/Investor in accordance with the factors set out in Appendices 1 and 2. The Legal and Compliance Team will also co-ordinate an ongoing review process of the records which we hold for each customer and may require additional or updated documentation in certain circumstances, on a risk-based approach. Upon reaching a satisfactory view on Customer’s/Investor’s documentation and risk profile, the Legal and Compliance Team will issue a KYC Sign-Off Certificate. b. Investee Funds and Companies Funds in which Pantheon clients invest through Pantheon (in primary and secondary transactions) and companies in which Pantheon clients invest through Pantheon in co-investment transactions (“investee funds and companies”) are not Pantheon customers. However, Pantheon’s policy, from a broader risk and reputational perspective, is to carry out as part of the investment process significant due diligence, to a standard similar to that required by the Regulations in the context of customers, on investee funds and companies, both in the context of primary transactions and secondary transactions. For this purpose, investee funds and companies are subjected to the same risk-based assessments as are applied in the context of customers.

In relation to primary transactions, investee funds are typically managed by established and highly regarded private equity management groups with which Pantheon has developed a relationship over time through investment in prior funds. In relation to secondary transactions, investee funds will frequently be managed by private equity management groups with which Pantheon has a relationship through making primary investments.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Similarly, investee companies are subjected to significant due diligence by Pantheon as part of the investment process (including in relation to the company ownership and control structure). When Pantheon invests into a company as part of a co-investment acquisition, the acquisition is often from a private equity management group known to Pantheon.

In the context of a co-investment, Pantheon does not act as lead manager and will typically be investing alongside a lead manager which is a private equity management group well known to Pantheon.

In the context of secondary transactions, vendors are typically institutional vendors such as insurance companies, banks and pension funds (or affiliated entities). c. Product/Transaction Type Private equity investments (in private equity funds or unquoted companies) are typically illiquid investments with no ready market. In relation to Pantheon Funds and funds and companies into which Pantheon invests on behalf of its clients, investors invest for the long term and the timing of any return of capital is unpredictable. Transfers of interests usually require specific approval of the fund manager/GP, or other co-investors, and take place only following a process of due diligence, including in relation to the transferee. Distributions and other payments are generally made to the investor rather than to third parties.

Funds and companies into which Pantheon invests on behalf of its clients (including management and ownership structures) are subject to detailed due diligence and investigation. Investments are subject to on-going monitoring by Pantheon, including receipt and review of regular financial and operational information and, frequently, representation of fund advisory boards or committees.

The money laundering and terrorist financing risk attaching to private equity investing is generally regarded, and is generally assessed by Pantheon, as being low, particularly due to Pantheon’s ‘fund of funds’ business model. d. Higher Risk Indicators In the context of Pantheon’s business, there are certain factors that indicate circumstances in which there is or may be a higher risk of money laundering or terrorist financing. A list of such factors is attached as Appendix 2 to this Policy. Enhanced CDD measures will be required if any of these factors are present in relation to any new customers (that is, new clients or investors in Pantheon Funds or new co-investment bid/acquisition vehicles or a vendor, in the context of a secondary transaction) or in relation to any investee fund or company. Enhanced on-going monitoring of any such customer or investee fund or company will also be required.

It is the primary responsibility of the Client Service Team to identify any such factors in the course of taking on a new client or admitting a new investor to a Pantheon Fund and to report the relevant information to the Compliance Officer. It is the primary responsibility of the Investment Team to identify any such factors in the course of Pantheon making a primary or secondary investment or a co-investment on behalf of any Pantheon Fund or client and to report the relevant information to the Head of Compliance/Chief Compliance Officer.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In all cases where a higher risk indicator is reported to the Head of Compliance/Chief Compliance Officer, the Head of Compliance/ Chief Compliance Officer will determine the additional CDD/due diligence and on-going monitoring measures and approach to be taken and adopted. This will include, at a minimum, an internet search. A record/screenshot/scanned printout, etc. will be maintained by the CCO, or his/her designee.

In addition to the specific factors listed in Appendix 2, the Client Service Team and Investment Team, in taking on a new client or admitting a new investor to an In-House Fund or making a primary or secondary investment or a co-investment, must be alert to any other factors (for instance a client, investor, fund manager or vendor, or a person (e.g. a director or beneficial owners) connected to a client, investor, fund manager or vendor, having been convicted or accused of a criminal offence) which may indicate a higher risk of money laundering or terrorist financing. Any such factors must be brought to the attention of the Head of Compliance/Chief Compliance Officer as soon as possible.

Simplified Client Due Diligence (“Simplified CDD”) Pantheon’s customers must be subject to the full range of CDD measures, including the requirement to identify the beneficial owner. However, in circumstances where Pantheon ascertains the risk of money laundering or terrorist financing as lower, Pantheon may apply Simplified CDD.

There are no automatic exemptions from enhanced due diligence.

Enhanced Due Diligence (“Enhanced CDD”) Enhanced CDD is additional information collected or enquiries made, over and above regular CDD, which would be collected for those customers deemed to be of higher risk – see APPENDIX 2 Clients and Investors– Higher Risk indicators.

There are no automatic exemptions from enhanced due diligence.

Examples of enhanced due diligence measures that could be applied for higher-risk business relationships include: 1. obtaining additional information on the customer and updating more regularly the identification data of customer and beneficial owner; 2. obtaining additional information on the intended nature of the business relationship; 3. obtaining information of the reasons for intended or performed transactions; 4. obtaining the approval of the authorised management (the MLRO) to commence or continue the business relationship; 5. requiring the first payment to be carried out through an account in the customer’s name with a professional subject to similar customer due diligence standards; 6. verifying a visit from the customer/company or contacting the customer/company via registered letter with acknowledgement of receipt; 7. conducting enhanced monitoring of the business relationship, by increasing the number and timing of controls applied, and selecting patterns of transactions that need further examination.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Identification and Verification of Customers In respect of anti-money laundering arrangements for the Pantheon Guernsey funds, each fund Administrator supplies an Anti-Money Laundering Officer to the general partner / manager of each Guernsey fund. Thus, the Administrator and the named Anti-Money Laundering Officer from the fund Administrator are responsible to the Guernsey regulator for conducting all requisite AML/CTF checks on investors in the fund. However, in practice this role may be delegated to Pantheon by an arrangement with the administrator under which Pantheon will conduct the requisite AML/CTF checks on investors in our capacity as “introducer”. As part of the subscription process, prospective investors are required to deliver requisite KYC documentation. The Head of Compliance is then required to confirm that this documentation is satisfactory before closing the prospective investor into the fund and complete a KYC Sign-off Sheet. From time-to-time, the Guernsey Administrators carry out sample tests of the AML/CTF documentation Pantheon hold on file.

In order to facilitate that Pantheon will have sufficient oversight of the process, a member of the Legal and Compliance Team will visit the Administrator on a periodic basis to review the Administrators’ compliance and anti-money laundering controls.

Other sources to obtain verification Where a client is an institution (e.g. a local authority, a charity, a pension fund, or a collective investment scheme) you may refer to relevant industry directories or take up a reference from a specialist consultant, the Registrar of Charities or the Registrar of Pension Schemes.

In addition to the standard AML/KYC and CDD checks described above, Pantheon may undertake AML/CFT screening using the Accelus Global Screening Service in addition to the standard, to which Pantheon subscribes to. The Accelus Global Screening Service is a comprehensive and widely adopted source of structured intelligence PEPs and heightened risk individuals and organisations. It covers aspects such as AML/CTF and Know Your Customer (KYC) legislation that checks for the following: 1. Sanctions10 - This gives details of individuals, companies and vessels with whom national or supranational bodies have decreed firms should not have financial dealings. 2. Law Enforcement - This gives details of persons wanted by Interpol, the Federal Bureau of Investigation and other national law enforcement bodies in connection with various crimes. 3. Regulatory Enforcement - The enforcement section gives details of regulatory actions against firms and individuals. Although there may be no reason why an enforcement action should prevent you from dealing with a customer, this knowledge of an individual or company may be useful in assessing whether you wish to deal with them, or in considering a reassessment of their credit rating.

10 Additional specific questions on sanctions are included in the Investment Anti-Money Laundering Due Diligence Questionnaires.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Other Bodies - The bodies detailed here relate to export/trade or procurement controls, and to disqualified directors in the UK. 5. High Profile Persons Data - This gives details of high-ranking government officials in over 200 countries. 6. Adverse Media Search - This service provides one of the world’s most comprehensive collections of global news. The archive is collated from more than 12,000 sources taken from the world’s major trade, business, and scholastic journals, local newspapers, regional business publications, national and international business newspapers, industry newsletters, corporate news releases and newswires from all regions of the globe.

In addition to Accelus Global Screening, Pantheon should have regard to google searches, databases, articles and other independent and reliable public sources in conducting screening – particularly in the case of the prevalence of high risk factors, such as the presence of PEPs who may be beneficial owners or otherwise exercise control over an investing entity.

Client services must assign the relevant screen to client services personnel and not compliance to ensure that they are conducting on-going screening.

Record Keeping Records of customers and transactions must be retained for a period of seven years (this is to meet the higher standard in any jurisdiction in which Pantheon operates) after the relationship with the customer ends (or if later the date on which the last transaction was completed or the last entry to the record was made). This should include copies of evidence or information used to verify identity. These should be retained in the customers’ files attached to the verification of identity forms.

After the period referred to above ends, Pantheon will delete any such personal data except as required or permitted by applicable law or regulation. For example, where a report of suspicious activity has been submitted to the law enforcement agencies, or where it is known that a client or transaction is under investigation, the relevant records should not be destroyed without the agreement of the authorities even though the five year limit may have been reached.

Reporting of Suspicious Transactions Staff should at all times be vigilant and practice caution when entering into transactions. It is good practice for staff to know the client’s business as suspicious transactions are often those that are inconsistent with an investor’s known legitimate business, personal activity or with the business normally associated with that type of investor.

Before entering into any transactions, the following factors should be considered: • Associates must be fully satisfied as to the identity of all principals and ultimate controllers of any investment/portfolio investment. In particular, members of the investment teams are required to observe the requirements set forth in the Anti-Money Laundering Due

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Diligence Questionnaires information forms with respect to all portfolio investments. These forms are available on the Intranet or on request from the Legal and Compliance Team. • Investment with respect to all portfolio investments. • Associates must remain alert to any unusual corporate activity of investee companies/investors and report suspicions to the Money Laundering Reporting Officer or Anti-Money Laundering Officer (defined below). • Associates must maintain comprehensive and proper records in respect of all of our activities and those in relation to the due diligence and management of investment opportunities and investors. • Appropriate awareness training will be provided to Associates in year 1 and thereafter at least every 24 months.

The task of safeguarding Pantheon from Money Laundering rests with all Associates. Associates who are responsible for the supervision or management of client relationships and have direct dealings with clients play an especially important role in detecting and preventing money laundering. Such Associates are often in the best position to “Know Your Customer”- including the nature of the client, the intended purpose of its transactions and the personal or business background of the individuals associated with the client.

In the UK and Hong Kong, the Head of Compliance has been appointed as the Money Laundering Reporting Officer (“MLRO”) and the MLRO also provides AML/CTF oversight for Pantheon-managed Luxembourg Funds. In the US/Americas, the Chief Compliance Officer has been appointed as the Anti-Money Laundering Officer (“AMLO”)11. Any person who suspects a transaction involves or may involve Money Laundering should inform the MLRO and the AMLO in the first instance. The MLRO and the AMLO will then determine whether the suspicions should be reported to the appropriate governmental agency. Once individuals have reported their suspicions to the MLRO and the AMLO, they have fully satisfied their statutory requirements. A written record must be maintained of all matters reported to the MLRO and the AMLO, whether or not they were reported to the money laundering reporting agency. These procedures will be circulated periodically to remind Associates of their responsibilities and the importance of complying with the measures outlined.

11 The Chief Compliance Officer (Americas), Kevin Power, has also been designated as the Money Laundering Reporting Officer and Anti-Money Laundering Compliance Officer for the Cayman Islands. The Senior Compliance Officer (Americas), Christopher Banks, has been designated as the Deputy Money Laundering Reporting Officer for the Cayman Islands.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document APPENDIX 1

Investor Relationships – Risk indicators • The nature of the relationship (institutional v. retail) • If institutional relationship – what is the nature of the activities of the institution – investment or commercial (i.e. trading) enterprise. • If a commercial enterprise, what is the nature of the activity (recognizing that certain activities carry a higher exposure to the possibility of bribery and corruption than others. • If an investment institution, the type of investing entity (public or private pension plan, insurance co. publicly listed and traded vehicle, foundation, sovereign wealth fund, trusts and legal arrangements similar to trusts). • The source of funds of the investing entity and the ease with which they can be verified. • The regulatory status of the investing entity, e.g. registered and/or regulated by an applicable financial services regulator; approved by any applicable charity regulator; approved by any applicable taxation authority; listed on the official list of any recognized stock exchange. • The identities of the principals, controllers and ultimate beneficiaries • The geographic location of the investing entity (for example a country with known higher levels of bribery or corruption might) and in particular whether the investing entity is located in a country on the non-cooperative countries and territories (list (“NCCT List)”) maintained by FATF or the European Union regulations containing the list of high-risk third countries. Conversely, whether the investing entity is based in a jurisdiction with comparable requirements (See the description of comparable countries referred to above under APPENDIX 2 B. Investee funds (primary, secondary and co-investment transactions). The applicable status and the reason for the designation of the status must be documented within the KYC Certification for the particular investor when the decision is taken to either refuse to onboard the investing entity, apply simplified CDD or enhanced CDD as the case may be and shall be regularly reviewed, in particular when new relevant information about the country concerned is available. • Similar questions in relation to the principals, controllers and ultimate beneficiaries. • The complexity of the organisation structure of the investing entity and the reasons therefor. • The results of screening exercise. It is Pantheon’s practice to screen investors, their principals, controllers and ultimate beneficiaries using subscription based screening services to identify, inter alia, information concerning blocked entities, sanctions violations, prohibitions from financial dealing and PEPs and adverse media findings. • The extent to which the investor and/or the principals, controllers and ultimate beneficiaries are known to Pantheon, including through physical meetings and the frequency thereof. • The extent to which funds are wired to/from the investor of record and the entity with whom the investing entity banks. • Any other unusual factors (such as inappropriate requests for secrecy; complex legal structures; bearer shares)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document No single indicator of itself would ordinarily lead to a conclusion of a low, medium or high risk rating. Instead, Pantheon’s Head of Compliance and Chief Compliance Officer will take a view on a risk-based approach, taking all factors into consideration. Indeed, a single factor that is indicative of a high risk relationship may be mitigated by a number of low risk indicators. Conversely, number of low risk indicators may not preclude a “high risk” rating where any single factor is sufficiently conclusive to justify a “high risk” rating.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document APPENDIX 2

Clients and Investors – Higher Risk indicators A. Customers - Segregated clients and Pantheon Fund investors:

• client or investor, or beneficial owner, is established, registered, resident in or operating from (or, in the case of an individual, is a citizen of) a high risk country - high risk countries are those which are designated by: • the Financial Action Task Force (FAFT) as being NCCTs (the list of NCCTs can be found at www.fatf-gafi.org); • the Office of Foreign Assets Control (“OFAC”) as Specially Designated Nationals (“SDNs”) and Blocked Persons; or • the United Nations as listed in the UN Suppression of Terrorism List; or • the European Union “EU” list of high-risk third countries. • client or investor, or beneficial owner, is established, registered, resident in or operating from (or, in the case of an individual, is a citizen of) a non-cooperative high risk country – for the purposes of tax designated by: • the EU list of non-cooperative jurisdictions for tax purposes – Annex I (https://ec.europa.eu/taxation_customs/tax-common-eu-list_en ); • a client engages in funds transfers or wire transfers to and from countries that are • considered non-transparent, non-cooperative or “tax havens” that have no apparent business purpose, have deficient tax transparency standards, have local practices comprising harmful tax practices or regimes, have a tax rate that encourages artificial tax structures or are to or from countries listed as non-cooperative by, the EU FATF or FinCEN, or otherwise high risk by virtue of being a country listed on the Transparency International – Corruption Perceptions Index with a score lower than 70 or any other high risk factor; • distinct from the jurisdiction of the client, although not considered non-transparent, non-cooperative or “tax havens”; • client or investor has complex ownership or control structure - e.g. private or offshore trusts, foundations, companies or other entities - which obscures ultimate beneficial ownership; • client or investor (or beneficial owner of client/investor), including their immediate family members or close associates, is a PEP, foreign or domestic (i.e. a person who within the last year has held a prominent public function). • client or investor is involved in an industry where cash transactions are prevalent or which are exposed to a high risk of money laundering (e.g. casinos and gambling, hotels, arms dealing, dealing in gems); • client or investor is unwilling to provide information in relation to its identity or that of its beneficial owners(s) and/or is unduly concerned in relation to maintenance of secrecy;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • payments due from or to be made to client or investor are to be made by or to a third party not obviously connected to the client (payments from or to a third party which is a regulated entity acting as the client’s custodian do not fall into this category); • client or investor is a legal person or arrangement that is a vehicle for holding personal assets such as a family, charitable or educational trust; • client or investor is a company that has nominee shareholders or shares in bearer form; • non face-to-face business relationships or transactions without certain safeguards such as electronic signatures; • client or investor requests transactions that might favour anonymity; • client or investor requests investment through unusual or complex structure where the reason for request is unclear. B. Investee funds (primary, secondary and co-investment transactions): • fund manager/GP is not subject to supervision for compliance with money laundering requirements in a country which has comparable money laundering legislation . Where there is no pertinent, up-to-date information which gives rise to concern or suspicion - countries that typically have comparable legislation, to the legislation that the Pantheon entities required to implement anti-money laundering regulations taking into account whether the country has, are countries that have effective anti-money laundering and counter terrorist financing systems and whether the country can be identified by credible sources as having a low level of corruption or other criminal activity by reference to relevant and up-to-date information (“equivalent countries”) are listed as FATF members (www.fatf-gafi.org) for the purposes of closing of investors in Luxembourg based funds and countries that have implemented the 4th Money Laundering Directive12. The applicable status and the reasons for the designation of the status must be documented within the KYC Certification for the particular investor when the decision is taken and shall be regularly reviewed, in particular when new relevant information about the country concerned is available; • fund manager/GP is unwilling to provide information in relation to procedures for undertaking due diligence on identity of its investors and/or other money laundering processes and procedures; • fund manager/GP is a legal person or arrangement that is a vehicle for holding personal assets such as a family, charitable or educational trust; • fund manager/GP is a company that has nominee shareholders or shares in bearer form; • fund has unusual or complex structure where the reason for the structure is unclear; • a beneficial owner of the fund manager/GP, including their immediate family members or close associates, is a PEP; • payments due to be made to the fund manager/GP are to be made to a third party not obviously connected to the fund manager/GP (payments from or to a third party which is

12 The 4th Money Laundering Directive came into force on the 23rd of June 2017. Although it has been implemented in full by the United Kingdom, it has not been implemented in full in all states

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a regulated entity acting as the fund manager/GP’s custodian do not fall into this category); • fund manager/GP requests non-face-to-face business relationships or transactions, without certain safeguards, such as electronic signatures; • fund manager/GP requests transactions that might favour anonymity; • normal Pantheon due diligence procedures not undertaken or inability to obtain requested due diligence information regarded as material for purposes of investment

C. Bid/acquisition vehicles (co-investments) and investee companies (secondary transactions): • company is established, registered, resident in or operating from, or a beneficial owner of company is resident in or a citizen of, one or more high risk countries (see reference to high risk countries above); • company has complex ownership or control structure - e.g. private or offshore trusts, foundations, companies or other entities - which obscures ultimate beneficial ownership; • a beneficial owner, including its immediate family member or a close associate, of the company is a PEP; • company (or, in the case of a co-investment, the ultimate recipient of the financing) is involved in an industry where cash transactions are prevalent or which are exposed to a high risk of money laundering (e.g. casinos and gambling, hotels, arms dealing, dealing in gems); • company is a legal person or arrangement that is a vehicle for holding personal assets such as a family, charitable or educational trust; • company is a company that has nominee shareholders or shares in bearer form; • normal Pantheon due diligence procedures not undertaken in relation to portfolio company (or, in the case of a co-investment, the ultimate recipient of the financing) or inability to obtain requested due diligence information regarded as material for purposes of investment; • payments due to be made to the company are to be made to a third party not obviously connected to the company (payments from or to a third party which is a regulated entity acting as the company’s custodian do not fall into this category); • company requests non-face-to-face business relationships or transactions, without certain safeguards, such as electronic signatures; • company requests transactions that might favour anonymity; • in the case of a co-investment, the co-investment structure is unusual or complex and the reason for the structure is unclear, or flow of funds and ultimate recipient of the financing is not clear; • in the case of a co-investment, the lead manager is not well known to Pantheon and is unregulated or is regulated in a country which does not have comparable money laundering legislation (see the description of comparable countries referred to above under APPENDIX 2 B. Investee funds (primary, secondary and co-investment transactions):

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document D. Vendors (in relation to secondary transactions): • vendor is established, registered, resident in or operating from, or a beneficial owner of the vendor is resident in or a citizen of, one or more high risk countries (see reference to high risk countries above); • vendor has complex ownership or control structure - e.g. private or offshore trusts, foundations, companies or other entities - which obscures ultimate beneficial ownership; a beneficial owner of the vendor, including their immediate family members or close associates, is a PEP; vendor is a legal person or arrangement that is a vehicle for holding personal assets such as a family, charitable or educational trust; vendor is a company that has nominee shareholders or shares in bearer form;

• vendor is involved in an industry where cash transactions are prevalent, or which are exposed to a high risk of money laundering (e.g. casinos and gambling, hotels, arms dealing, dealing in gems); • vendor is unwilling to provide information in relation to its identity or that of its beneficial owners(s) and/or is unduly concerned in relation to maintenance of secrecy; • payments due to be made to vendor are to be made to a third party not obviously connected to the vendor (payments from or to a third party which is a regulated entity acting as the vendor’s custodian do not fall into this category); • vendor requests non-face-to-face business relationships or transactions, without certain safeguards, such as electronic signatures; • vendor requests transactions that might favour anonymity; • vendor requests transaction structure which is unusual or complex where the reason for request is unclear.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document APPENDIX 3

Pantheon Securities, LLC – Broker/Dealer Activities

Introduction General Policy Statement

Pantheon Securities, LLC (“Pantheon Securities”) is committed to combating terrorist financing, money laundering, and other financial crimes (collectively “money laundering”). Federal law and/or the rules of the Financial Industry Regulatory Authority (“FINRA”) require Pantheon Securities to maintain and enforce an AML/CTF compliance program. To comply with the law and FINRA rules, and to ensure that Pantheon Securities and its RRs do not engage in or unknowingly assist others to engage in money laundering, the Firm has instituted an AML compliance program (the “AML Program”). The AML Program is applicable to all associated persons of Pantheon Securities.

The task of safeguarding Pantheon Securities from money laundering rests with all Pantheon Securities RRs. Pantheon Securities will neither participate nor assist in money laundering. Any RR found to have assisted in money laundering, either knowingly or by disregarding plainly suspicious activities, may be subject to disciplinary action, including suspension or dismissal. The AML Compliance Officer is responsible for implementing, maintaining and enforcing the AML Policy. RRs who have direct dealings with investors play an especially important role in detecting and preventing money laundering through compliance with Pantheon Securities’ general KYC obligations.

Pursuant to Pantheon Securities’ FINRA membership agreement, Pantheon Securities is only approved for the private placement of securities and the distribution of registered investment company securities on a best efforts basis. Pantheon Securities primarily serves as a placement agent for private investment funds as well as a sub-distributor of registered funds. As a placement agent, Pantheon Securities solicits potential investors in private investment funds through the use of private placement memoranda or other offering documents. Investors subscribe for interests in the funds through a subscription process and contribute capital to the funds from time to time pursuant to capital calls from the general partners of the funds. As sub-distributor of registered funds, Pantheon Securities engages with other financial intermediaries on a wholesale basis in seeking to have the intermediaries offer the registered funds through their investment platforms. Pantheon Securities may also on occasion engage directly with certain high net worth individuals to market the registered funds directly. There is no account opening documentation or contractual relationship between the investors and Pantheon Securities, whether Pantheon Securities acts as private placement agent or sub-distributor of the registered funds. Pantheon Securities does not come into possession of or otherwise control the funds or securities of investors. Please note that the products, services, or customers of Pantheon Securities may potentially be different from those of PV US or its affiliates.

Elements of the AML Program

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Four central elements make up the Pantheon Securities AML Program: 1. the implementation of policies, procedures and internal controls reasonably expected to detect and cause the reporting of suspicious activity and to assure compliance with the AML laws, including a customer identification program; 2. an ongoing AML training program; 3. an independent audit function to test the program to be conducted by a qualified outside party no less than every two years (on a calendar-year basis); and 4. designation of an AML Compliance Officer who is responsible for implementing and monitoring the day-to-day operations and internal controls of the AML Program.13

This AML Program, and any amendments thereto, must be approved in writing by the AML Compliance Officer of Pantheon Securities. In addition, periodically, the AML Compliance Officer or his designee will conduct AML self-assessments. The purpose of the self- assessments is to consider changes in Pantheon Securities’ products, services and investors that may require updates to the AML Program. The AML self-assessments may consider the following risks, among others: • Client Risk. Client risk takes into account the type of investors and issuer clients Pantheon Securities services. The assessment may consider, among other things, the number of foreign or domestic investors or issuer clients, as well as the number of new investors or issuer clients. • Geographic Risk. Geographic risk is measured by the investors’ physical locations. The assessment may consider whether or not the geographic distribution of the investor base is changing. • Business Risk. Business risk is measured by an assessment of how easy it is for investors and issuer clients to use the services offered by Pantheon Securities to launder money or commit a crime. The assessment may consider the amount of time investors are required to maintain their investments in the funds as well as whether or not Pantheon Securities’ prohibition on customer accounts and acceptance of customer funds changes. If, at some point in the future, Pantheon Securities decides to establish investor “accounts” or accept, collect or hold funds or securities, the AML Program will be amended to include the following, among other, additional policies: • Additional Customer Due Diligence when Opening an Account; • Bank Secrecy Act Reporting and Recordkeeping Requirements; • Monitoring Accounts for Suspicious Activity; and • Internal Controls to Detect Any Attempt to Open a Correspondent Account of a Foreign Shell Bank.

13 The name and contact information of the designated AML Compliance Officer will be conveyed to FINRA, as required by FINRA Rule 3310(d).

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The AML Compliance Officer is vested with full responsibility and authority to make and enforce Pantheon Securities’ policies and procedures relating to money laundering. The AML Compliance Officer will: • monitor compliance with this AML Program; • help develop communication and training tools for RRs; • regularly assist in helping to resolve or address heightened due diligence and “red flag” issues, if any; • ensure that AML records are maintained properly; • ensure that any required reports (e.g., Suspicious Activity Reports (“SARs”)) are made in compliance with the law; • report to Pantheon Securities’ CEO on AML compliance issues as appropriate; • respond to any questions regarding this AML Program from RRs; • respond to any request for information from a federal law enforcement agency or another financial institution; and • provide FINRA through the FINRA Contact System (“FCS”) with contact information for the AML Compliance Officer including: • name; • title; • mailing address; • email address; • telephone number; and • facsimile number.

The AML Compliance Officer or his designee will promptly notify FINRA of any change in this information through FCS and will review, and if necessary update, this information within 17 business days after the end of each calendar year. The annual review of FCS information will be conducted by the AML Compliance Officer or his designee and will be completed with all necessary updates being provided no later than 17 business days following the end of each calendar year. In addition, if there is any change to the information, the AML Compliance Officer or his designee will update the information promptly, but in any event not later than 30 days following the change.

Specific Policies

The following policies have been established to ensure that associated persons of Pantheon Securities know the true identity of their investors and any issuer clients and take the appropriate steps to prevent funds that derive from illegitimate sources from being invested through Pantheon Securities. Associated persons from Pantheon Securities are prohibited from facilitating a transaction if they suspect that Pantheon Securities’ facilities would thereby be misused for illegal money laundering: • It is the policy of Pantheon Securities neither to participate nor otherwise to assist in money laundering. Any RR found to have assisted in money laundering, either knowingly or by disregarding plainly suspicious circumstances, will be disciplined or terminated. • Money laundering often begins with the placement of illegally obtained cash into legitimate financial channels. To deter and monitor the movement of illegally obtained

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document cash, many jurisdictions have instituted reporting and record-keeping laws that require financial institutions to obtain detailed information about large cash transactions. These laws also prohibit the structuring of cash transactions for the purpose of evading reporting and recordkeeping requirements. The Firm does not accept cash or cash equivalents. In the event that Pantheon Securities receives cash or cash equivalents, the FinOp or designee will arrange for the prompt return of the assets. • If a Pantheon Securities RR suspects money laundering, the RR must bring those concerns to the attention of the AML Compliance Officer. Such reporting will be held in the strictest confidence. Pantheon Securities’ policy is to support an environment in which such reporting is done without fear of retaliation. • Pantheon Securities does not currently open or carry accounts of investors or issuer clients, nor does it hold funds or securities for investors or issuer clients. Accordingly, • Pantheon Securities will not knowingly establish, maintain, administer or manage a “correspondent account” for an unregulated foreign shell bank (a foreign bank with no physical presence in any country) or a private banking account. Pantheon Securities personnel must notify the AML Compliance Officer upon discovery or suspicion that Pantheon Securities may be maintaining or establishing a “correspondent account” for a foreign shell bank or a private banking account. • Pantheon Securities will not issue, remit or transfer currency, checks, other monetary instruments, investment securities or credit of more than $10,000 to a person, account or place outside of the United States. • Pantheon Securities will comply with all U.S. economic and trade sanctions administered by OFAC. • Pantheon Securities will respond to a summons or subpoena from the Secretary of the Treasury or the Attorney General for records related to a correspondent account within seven days after receipt of a request. Any correspondent relationship with a foreign bank will be terminated not later than ten business days after Pantheon Securities receives notification from the Secretary of the Treasury or the Attorney General.

Customer Identification Program and Know Your Customer Procedures

Introduction For purposes of the Customer Identification Program (“CIP”) rules, when acting as a placement agent for privately placed securities offered by private investment funds, or when sub-distributing registered fund products, the Firm follows identification and verification procedures for investors in these funds. These investors are treated as “customers” of Pantheon Securities. They will primarily be investors with existing relationships to PV US or its affiliates. They would generally include, but not be limited to, institutional investors, such as public/government pensions, banks, government agencies, corporate pensions, endowments and foundations, private wealth firms and insurance companies, as well as high net worth individuals and funds of funds. With respect to issuers of the funds, in light of the contractual relationship established between the issuers and Pantheon Securities, Pantheon Securities applies the identification and verification procedures discussed below to the issuers.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Five central elements make up the Pantheon Securities CIP: (i) the collection of certain minimum customer identification information; (ii) the verification of the customer’s identity; (iii) providing appropriate notice to customers; (iv) appropriate recordkeeping; and (v) comparison of the customer’s name with government-supplied lists of known or suspected terrorists.

Pantheon Securities has developed this CIP after assessing the Firm’s money laundering risks, including the size and location of the Firm, the Firm’s customer base, and the types of accounts maintained by Pantheon Securities.

CIP Requirements As noted in the policy above and in the Pantheon CIQ, Pantheon Securities takes steps to comply with CIP requirements. However, these customer identification steps should not be applied in an overly mechanical manner. In particular instances, more due diligence may be appropriate. The good judgment of RRs involved in establishing and maintaining relationships is critical to achieving the objective of avoiding dealing with money launderers and other criminals. Any exceptions from these customer identification steps require the approval of the AML Compliance Officer.

Investor and Issuer Information: In addition to investors in and issuers of the private funds and registered funds, Pantheon Securities is also obligated to identify any individual that is a beneficial owner of the legal entity customer by identifying any individuals who directly or indirectly own 25% or more of the equity interests of the legal entity customer, and any individual with significant responsibility to control, manage, or direct a legal entity customer. To comply with this, Pantheon Securities will collect the information set forth below, as applicable. • Name; • Date of birth (for an individual); • Address, which will be a residential or business street address (for an individual), an Army Post Office or Fleet Post Office number, or residential or business street address of next of kin or another contact individual (for an individual who does not have a residential or business/entity street address), or a principal place of business, local office or other physical location (for a person other than an individual); and • Identification number, which will be a taxpayer identification number (for U.S. persons) or one or more of the following (for non-U.S. persons): (i) a taxpayer identification number, (ii) passport number and country of issuance, (iii) alien identification card number, or (iv) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or other similar safeguard. • In connection with an investor or issuer which is a foreign business or enterprise that does not have an identification number, Pantheon Securities will request alternative government-issued documentation certifying the existence of the business or enterprise.

Verification: Pantheon Securities will seek to verify the identity of each investor and each

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document issuer customer through documentary evidence when reasonably possible, including through documents provided by the investor (e.g., in connection with the execution of a subscription agreement). For an individual investor, these documents may include an unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, such as a driver’s license or passport. Investor identity will otherwise be verified through non-documentary evidence. For investors that have previously invested in funds managed by Pantheon Securities’ affiliates or related persons, this contact itself may enable Pantheon Securities to form a reasonable belief that it knows the identity of the investor, depending on the information originally obtained from the investor. Other non-documentary methods may include contacting a customer; independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database, or other source; checking references with other financial institutions; or obtaining a financial statement. The identity of an issuer will be established through normal securities offering due diligence procedures (e.g., by obtaining corporate governance documents, financial statements, or proof of regulatory/public listing). Finally, Pantheon Securities will comply with OFAC rules by screening the names of all investors and issuer clients, as described below.

Lack of Verification: If Pantheon Securities cannot form a reasonable belief that it knows the true identity of the direct customer, it will not establish the relationship. If any investor, potential investor or issuer customer refuses to provide any information requested in connection with a transaction, or appears to have intentionally provided false or misleading information to Pantheon Securities, the AML Compliance Officer must be notified immediately, and, consistent with relevant reporting requirements, will be responsible for determining an appropriate course of action (including whether a SAR Form 111 should be filed with FinCEN).

In cases where such investors or issuers have a preexisting relationship with Pantheon Securities, Pantheon Securities will, after considering the risks involved, determine whether relationships with such person should be terminated to the extent practicable.

Comparison with Government Lists: When opening an account for a customer, Pantheon Securities must determine whether the customer appears on any U.S. government-provided list of suspected or known terrorists (the U.S. government has not yet provided any such list). This does not substitute for OFAC checks, described in Part X.

Monitoring Clients Client Services representatives are required to keep their knowledge of their clients up-to-date, in accordance with Pantheon Securities policies in general. In addition, Pantheon Securities will remain alert for “red flags,” such as those described further below, that may indicate money-laundering activities.

Notice to Customers

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Securities shall provide each customer with notice that Pantheon Securities will seek the required identification information. This notice shall be incorporated into subscription agreements, investor questionnaires and other similar documents required with registered and unregistered investments funds maintained by Pantheon (the “Funds”). This notice shall state (in substance) as follows:

Important Information about Procedures for Establishing a Relationship with Pantheon Securities To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each customer of the Firm.

What this means for you: When you establish a customer relationship with us, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license, passport, or other identifying documents.

Recordkeeping Pantheon Securities will document investor and issuer identity verification, including all identifying information provided by an investor or issuer, the methods used and results of verification, and the resolution of any discrepancy in the identifying information. Pantheon Securities will keep the following records, as applicable: • A description of any documentary or non-documentary methods used for verification purposes and the results obtained, including (if available) any identification number on the document, the issuing government and place of issuance, and the dates of issuance and expiration. This may include: • Copies of references, financial statements, database printouts, and any other materials used in the verification process. • The subscription booklet, limited liability company agreement or other documents through which investors subscribe for or acquire interests in the funds. These documents typically include extensive representations and warranties related to AML matters and require delivery of copies of an investor’s Form W-9 (or W-8BEN, W-8 EXP, or W-8IMY for a foreign investor). • A copy of the issuer customer’s corporate governance documents, financial statements, proof of regulatory/ public listing or other documentation evidencing the issuer’s identity. • A description of the resolution of any substantive discrepancies uncovered during the verification process. • Each record as required by Rule 17a-3 under the Exchange Act.

We will retain records of all identification information for at least seven years after the customer relationship has been closed; we will retain records made about verification of the customer’s identity for at least seven years after the record is made. Please note the FINRA regulatory requirement is five years, however Pantheon Securities is currently following seven years per the Pantheon Group global policy.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Comparison with Government Provided Lists of Terrorists and Other Criminals; Compliance with OFAC Sanctions (Rule 314a) From time to time, Pantheon Securities may receive notice that a Federal government agency has issued a list of known or suspected terrorists. Pantheon Securities must determine, within a reasonable period of time after an investor or issuer client relationship is established (or earlier, if required by another Federal law or regulation or Federal directive issued in connection with an applicable list), whether an investor or issuer client appears on any such list of known or suspected terrorists or terrorist organizations issued by any Federal government agency and designated as such by Treasury in consultation with the Federal functional regulators. Pantheon Securities will follow all Federal directives issued in connection with such lists. Pantheon Securities documents these reviews within its Monthly Metrics report.

National Security Letters

Pantheon will respond to any National Security Letters (“NSLs”), which are written investigative demands from the Federal Bureau of Investigation and other federal government authorities, as appropriate.

The AML Compliance Officer will handle NSLs. The AML Compliance Officer must ensure that NSLs remain confidential and that personnel made aware of an NSL on a need-to-know basis keep the information confidential as well. NSLs must not be referenced in Suspicious Activity Report filings.

Pantheon Securities will continue to comply with the OFAC rules prohibiting transactions with certain foreign countries and their nationals.

Monitoring and Reporting Procedures

Suspicious Activity Reporting Requirement to File: Pantheon Securities is obligated to report any known or suspected violation of federal law or regulation. Specifically, Pantheon Securities must report a transaction conducted by, at, or through Pantheon Securities where Pantheon Securities knows, suspects, or has reason to suspect that: • The transaction involves funds derived from illegal activities, or is intended to hide or disguise funds derived from illegal activities, as part of a plan to violate any federal law or regulation or to avoid any transaction reporting requirement under federal law; • The transaction is designed, whether through structuring or otherwise, to evade any AML-related regulation; • The transaction has no business or apparent lawful purpose or is not the sort in which the particular customer would normally be expected engage, and after examining the available facts Pantheon Securities knows of no reasonable explanation for the transaction; or

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • The transaction involves the use of Pantheon Securities to facilitate apparently criminal activity; • A cyber event that is related to a transaction by Pantheon Securities per the guidance of FIN-2016-A005.

An attempt to commit any of the above described acts also constitutes suspicious activity requiring the filing of a SAR Form 111.

Pantheon Securities will not base the decision on whether to file a SAR Form 111 solely on whether the activity falls above a set threshold. Pantheon Securities will file a SAR Form 111 and notify law enforcement of any activity that raises an identifiable suspicion of criminal, terrorist, or corrupt activities. In high-risk situations, the Firm will notify the government immediately and will file a SAR Form 111 with FinCEN. Securities law violations that are reported to the SEC or FINRA may also be reported promptly to the local U.S. Attorney, as appropriate.

The Firm will not file a SAR Form 111 to report violations of Federal securities laws or FINRA rules by its RRs that do not involve money laundering or terrorism, but may report them to the SEC or FINRA.

All SARs will be periodically reported to senior management, with a clear reminder of the need to maintain the confidentiality of the SAR Form 111.

Joint Filing of SARs by Broker-Dealers and Other Financial Institutions Pantheon does not intend to file any joint filings with another financial institution.

Sharing SAR Form 111 With Parent Companies The Firm is a wholly owned subsidiary of Pantheon Venture, Inc. On January 20, 2006, FinCEN issued guidance permitting, under certain conditions, SARs to be shared with foreign or domestic parent entities. Pantheon may share its SARs with Pantheon Ventures, Inc.

Before Pantheon shares information with foreign or domestic parent entities, the AML Compliance Officer will have in place a written confidentiality agreement or a written arrangement with Pantheon Venture, Inc. where the Parent firm pledges to protect the confidentiality of the SARs through appropriate internal controls.

The AML Compliance Officer is responsible for compliance with the FinCEN certification requirements. All information will be treated as confidential and maintained in the AML Compliance Officer’s files. These records may be kept in hard copy or in password- protected electronic files.

In addition, the AML Compliance Officer must verify that any financial institution with which Pantheon shares information (including affiliates) has also filed the requisite certification. This verification entails requesting and receiving a written letter or attestation from the other financial institution. Such documents will be maintained in the AML Compliance Officer’s files. The AML Compliance Officer may also consult a list provided by FinCEN to confirm the other institution’s certification. If this verification method is used, the AML Compliance Officer must maintain a record of it as well.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Responsibilities of all Pantheon RRs Recognizing Questionable or Potentially Suspicious Activity: All RRs must be alert for any questionable or potentially suspicious activities, such as the illustrative “red flags” referenced further below.

It is not always possible to recognize money laundering transactions. In the best of cases, you will recognize a money laundering transaction at the time it is requested, and will report the incident before the transaction is completed. However, it is possible that a transaction will be completed and that you will realize its suspicious nature only later or in the context of a number of transactions that take place over time. Such a situation does not automatically make you culpable or considered complicit. It does require, however, that you bring your concerns forward as soon as you realize the suspicious nature of the transaction(s) in question.

Reporting Such Activities to the AML Compliance Officer: RRs who become aware of questionable or potentially suspicious activity should promptly report that activity to the AML Compliance Officer. Accurate, complete, and timely reporting is the best way to protect Pantheon and its employees from criminal liability and other harm related to money laundering.

Monitoring Employee Conduct and Accounts

Pantheon reviews employees’ personal trading accounts for suspicious activity, under the supervision of the AML Compliance Officer.

Responsibilities of the AML Compliance Officer

Filing the SAR Form 111: The AML Compliance Officer must review any reports of suspicious activity and should investigate the circumstances and facts to determine whether or not to file a SAR Form 111. If the AML Compliance Officer decides not to file a SAR Form 111, the reason for the decision must be documented and that documentation should be retained for 5 years. If the AML Compliance Officer decides to file a SAR Form 111, this report should be E-filed through the Financial Crime Enforcement Network (FinCEN) BSA E-Filing System. Pantheon Securities will retain copies of any SAR Form 111 filed and the original or business record equivalent of any supporting documentation for 5 years from the date of filing the SAR Form 111Pantheon Securities will identify and maintain supporting documentation and may make such information available to FinCEN, any other appropriate law enforcement agencies, or federal or state securities regulators, upon request. The SAR Form 111 be maintained by the AML Compliance Officer.

Pantheon Securities will not notify any person involved in the transaction that the transaction has been reported, except as permitted by the BSA regulations. Pantheon Securities understands that anyone who is subpoenaed or required to disclose a SAR Form 111 or the information contained in the SAR Form 111, except where disclosure is requested by FinCEN,

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the SEC, or another appropriate law enforcement or regulatory agency or an SRO registered with the SEC, will decline to produce the SAR Form 111 or to provide any information that would disclose that a SAR Form 111 was prepared or filed. The Firm will notify FinCEN of any such request and its response.

When to File: A SAR Form 111 must be filed within 30 calendar days after the date of the initial detection of facts constituting the basis of filing the SAR Form 111. If no suspect is identified on the date of initial detection, the filing of the SAR Form 111 may be delayed for an additional 30 days, but in any event the SAR Form 111 must be filed within 60 days of initial detection.

Exceptions from the Filing Requirements

Lost, missing, counterfeit or stolen securities reported pursuant to Rule 17f-1 under the Securities Exchange Act of 1934 do not also need to be reported on a SAR Form 111.

A possible violation of federal securities laws or rule by the Firm or its officers, directors or employees, that is reported to the FINRA, e.g., on a Form U4 or U5.

Record Retention: The AML Compliance Officer will maintain a record of all questionable or suspicious activity raised, what steps were taken, and an indication whether or not a SAR Form 111 was filed. In the event a decision is made not to file a SAR Form 111, the AML Compliance Officer shall document the reason for that decision.

The Firm must retain any SAR Form 111 it files and any supporting documentation for five years. The supporting documentation is deemed filed with the SAR Form 111 although it is retained by Pantheon and not actually filed. Confidentiality: All reports are strictly confidential. RRs may not tell any person outside the Firm that the transaction has been reported and should only discuss SARs (and suspicious activities generally) within the Firm on a need to know basis. Pantheon Securities, however, is required to make SARs available during regulatory examinations.

Examples of Suspicious Activities The existence of a red flag may (but does not necessarily) trigger a suspicious activity reporting requirement. If a red flag is detected, closer scrutiny may be required.

The hallmarks of suspicious activity are deception, evasion and transactions undertaken for no legitimate purpose. It is not possible to provide a comprehensive list of suspicious transactions and activities. A few specific examples are provided for illustration: • a client frequently changes delivery instructions for no apparent legitimate reason; • a client or a prospective client exhibits an unusual concern regarding the firm’s compliance with government reporting requirements, particularly with respect to its identity and assets, or is reluctant to supply information about its activities, or furnishes unusual or suspect documents;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • a client, a prospective client or associated person has a questionable background or is the subject of news reports indicating possible criminal, civil or regulatory violations; • a client or a prospective client appears to be acting as agent for another, but declines or evades requests for information about the principal; • a client or a prospective client has difficulty describing the nature of the activities in which it purports to be engaged; • a client or a prospective client insists on dealing in cash or cash equivalents (e.g., money orders or traveler’s checks); • a client engages in funds transfers or wire transfers to and from countries that are considered bank secrecy or “tax havens” that have no apparent business purpose or are to or from countries listed as non-cooperative by FATF or FinCEN, or otherwise high risk; • a client delivers funds in and then shortly thereafter requests that the funds be withdrawn, for no apparent legitimate reason; • a client engages in unusual wire transfer activity including: • wire transfers to or from locations not typically associated with the client’s business; • wire transfers in amounts not typically associated with the client’s business, payment by multiple wire transfers, if such payment is inconsistent with the client’s typical business practices; or • collection of funds by multiple wire transfers from different sources, followed by outgoing wire transfers.

Currency Transaction Report (CTR)

In the event cash is inadvertently accepted, associated persons must take the following steps: • Give the cash to the AML Compliance Officer immediately. • The AML Compliance Officer must count the cash with two people present to verify the amount. The AML Compliance Officer would then have the FinOP return it the “customer”. • If the amount received exceeds $10,000 for one person on any one day, the FinOP/CFO must file Form 4789 (Currency Transaction Report, or “CTR”) with the IRS no later than fifteen calendar days after receiving the cash. • Finally, the AML Compliance Officer should retain and maintain records of any forms filed with FinCEN and the IRS with regard to the inadvertent receipt of cash.

Currency and Monetary Instrument Transportation Reports (CMIR)

Broker-dealers must file a Currency and Monetary Instrument Transportation Report (“CMIR”) with the U.S. Customs Service to report transactions in currency and/or bearer

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document instruments transported into or out of the US that alone or in combination exceed $10,000. This filing is not required for currency or other monetary instruments shipped through the postal service or by common carrier.

The Firm does not accept monetary instruments.

Funds Transmittals of $3,000 or More Under the Travel Rule

Broker-dealers are required to collect information and maintain records for domestic and international funds transfers (including wire fund transfers) of $3,000 or more, with certain exceptions. Specific information is also required to accompany the wire transfer of funds.

“Joint Rule” and the “Travel Rule”, respectively). Both of these rules cover a broad range of methods for moving funds, including wire transfers, certain internal transfers, as well as transmittal orders or instructions made in person or by telephone, facsimile, or electronic messages sent or delivered by a customer. The definition includes all funds transmittals made within the United States regardless of whether the transmittal originates or terminates abroad. In addition, the identity of transmitters and recipients that are not “established customers” must be verified.

The Firm does not facilitate wires. In the event that it does in the future, each transmittal order must contain the following information: • Name of the transmitter; • Account number of the transmitter, if used; • Address of the transmitter; • Identity of the transmitter’s financial institution; • Amount of the transmittal order; • Execution date of the transmittal order; • Identity of the recipient’s financial institution and, if received: • name of the recipient; • address of the recipient; • account number of the recipient; and • other specific identifier of the recipient.

Reporting Foreign Financial Accounts: The Firm must file an annual “Foreign Bank Account Report” (“FBAR”) with the Treasury Department if the Firm has a financial interest in, or signatory or other authority over one or more bank, securities or other financial accounts in a foreign country that exceed $10,000 in aggregate value at any time during the calendar year. The reporting form and detailed filing instructions are available at www.fincen.gov/f9022-1.pdf. Special Measures

The U.S. Treasury Department may require financial institutions, including Pantheon Securities, to comply with a graduated set of five “special measures” if Treasury determines that a foreign jurisdiction, foreign financial institution, a type of transaction or a type of account constitutes a “primary money laundering concern.”

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Such “special measures” may require the Firm to, among other things: • enhance recordkeeping related to fund transfers, legal capacity and beneficial ownership of accounts; • obtain additional information about beneficial owners of accounts; • obtain additional information related to certain types of foreign accounts; or • prohibit the opening or maintaining of certain types of foreign accounts.

The AML Compliance Officer is required to be aware of any “special measures” that may be implemented by the Treasury Secretary. The AML Compliance Officer, in consultation with other relevant RRs, if applicable, is to construct a plan for responding to the “special measures” and communicate that plan to the RRs who are responsible for implementing it.

Detecting and Closing Correspondent Accounts of Foreign Shell Banks

Pantheon Securities does not maintain or establish correspondent accounts, and it is Pantheon Securities’ policy not to establish, maintain, administer or manage correspondent accounts. If in the future Pantheon Securities establishes correspondent accounts, it will develop internal controls to prevent a foreign shell bank from opening such an account.

Receiving And Responding To Information From The Federal Government

Responsibility for Handling Information Requests All requests for information from the government relating to money laundering should be directed to the AML Compliance Officer, who has responsibility for handling such requests. If and when requested from FinCEN, the Firm must provide to FinCEN the contact information for the AML Compliance Officer.

Requests for Information from FinCEN FinCEN may, on behalf of a law enforcement agency, require the Firm to search its records regarding a particular individual, organization, or entity suspected of engaging in terrorism or money laundering to determine whether it has account or transaction information regarding the subject of FinCEN’s inquiry.

On receiving a request from FinCEN, the AML Compliance Officer must initiate a search to determine whether the Firm maintains or has maintained an account for, or has engaged in any transaction with, the subject of the FinCEN request. Specifically, the AML Compliance Officer should search for:

Any current account maintained by the subject of the request;

Any account maintained for the subject of the request during the preceding twelve (12) months; and

Any transaction conducted by or on behalf of the subject of the request, or a transmittal of funds conducted in which the subject of the request was either the transmitter or the recipient, during the preceding six (6) months.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If such an account is identified, the AML Compliance Officer will report the identity of the individual, entity or organization, the account number, all identifying information provided by the account holder when the account was established, and the date and type of transaction. Such report must be made as soon as possible, but not later than seven days after receiving a written enforcement agency request either by email to [email protected], by calling the Financial Institutions Hotline (1-866-556-3974), or by any other means that FinCEN specifies.

Sharing Information With Other Financial Institutions (Rule 314b) Under certain circumstances, Pantheon Securities may share information regarding suspected money laundering activities with other “financial institutions.” Such sharing may occur, however, only if Pantheon Securities files a notice with the U.S. Treasury Department and takes certain other measures.14 However, Pantheon Securities has opted out of sharing information with other Financial Institutions.

In deciding to share information with other financial institutions, the AML Compliance Officer will keep in mind that investment advisers, which are not “financial institutions” for purposes of the Bank Secrecy Act and its implementing regulations, do not benefit from the safe harbor provision for information-sharing afforded to financial institutions, even if the investment adviser is an affiliate of a broker-dealer.

Notification to the Government by Telephone Pantheon Securities must check investor and issuer client names, as well as certain other names, against the OFAC lists of SDNs, Blocked Persons, and sanctioned and targeted countries (www.ustreas.gov/ofac) (collectively, “OFAC list”) when conducting due diligence or initiating an investor or issuer client customer relationship. In certain situations, such as suspected terrorist financing or ongoing money laundering schemes, in addition to filing required reports to OFAC and other federal agencies (including filing a SAR Form 111 with FinCEN), the AML Compliance Officer may call Federal law enforcement, as required under applicable laws and Pantheon Securities’ policies and procedures. Such situations may include the following: • an investor or issuer client is listed on the OFAC list; • an investor’s legal or beneficial owner, or a beneficiary of an investor, is listed on the OFAC list; • an investor or issuer client is directly or indirectly owned 50 percent or more in the aggregate by one or more person(s) or entity(ies) listed on the OFAC list; • an investor or issuer client is controlled by a person or entity listed on the OFAC list; • an investor or issuer client attempts to use bribery, coercion, undue influence, or other inappropriate means to initiate a relationship or carry out a suspicious activity or unlawful activity or transactions;

14 The requirements for informational sharing can be found at 31 C.F.R. § 1010.540.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Pantheon Securities has reason to believe the investor or issuer client is trying to move illicit cash out of the government’s reach, or Pantheon Securities has reason to believe the investor or issuer client is about to use the funds to further an act of terrorism.

The AML Compliance Officer can first call the OFAC Hotline at 1-800-540-6322. Pantheon Securities may contact other federal regulatory or law enforcement agencies, as appropriate or required, including: the FinCEN Financial Institutions Hotline at 1-866-556-3974, the local U.S. Attorney’s office, the local FBI office, the local SEC office, and the SEC SAR Alert Message Line at 1-202-551-SARS (7277).

Annual Audit Requirement An internal audit shall be conducted no less than annually by a qualified outside party to verify the Firm’s adherence to the procedures set forth herein. A written report will be prepared and presented to the AML Compliance Officer and other senior management of Pantheon Securities, as appropriate. The AML Compliance Officer shall ensure that the outside party’s recommendations from the audit process are considered for incorporation into this AML Program as necessary.

Training Requirement

Training of New RRs All new Pantheon Securities RRs and all new Pantheon Securities legal, compliance, audit, and select operations employees are to receive training related to the Firm’s AML Program within the first twelve months of arrival at Pantheon.

The AML Compliance Officer is responsible for ensuring that this training takes place and for documenting that all appropriate Pantheon RRs have received training upon arrival.

Annual Training of Employees All Pantheon Securities RRs and all Pantheon Securities legal, compliance, audit, and select operations employees are to receive training at least once every year related to the Firm’s AML Policies and Procedures. Attendance is mandatory.

The managers/SPs of each department within Pantheon Securities are responsible for ensuring that employees subject to their supervision attend. The AML Compliance Officer is responsible for documenting that all appropriate employees have received training annually.

Supervisory Training On an as-needed basis, the AML Compliance Officer should arrange for AML training for supervisors.

Training; Presentation and Materials The AML Compliance Officer is responsible for:

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Obtaining or designing content and preparing training materials for the new employee, annual and supervisory training; • Keeping the training materials current; and • Updating RRs on relevant AML developments through the issuance of written materials to appropriate RRs. • At the training sessions, RRs are to be provided copies of the Firm’s Anti-Money Laundering Policies and Procedures, or appropriate summaries thereof.

Attendance Records Attendance is to be taken at all new RR and annual training sessions.

Copies of all records for new RR and annual training are to be retained by the AML Compliance Officer.

OFAC Requirements

Through complex sets of regulations, OFAC administers and enforces U.S. economic sanctions against designated countries (e.g., Cuba, Iran, North Korea, Sudan, and Burma); certain individuals, groups, and entities (such as drug traffickers, weapons traffickers, and terrorists); and “specially designated nationals” (who, together with other blocked persons, often are referred to by the acronym “SDNs”).

All U.S. persons - U.S. citizens and permanent residents (wherever located), companies and other entities organized in the United States, foreign branches of U.S. companies and entities, and foreign individuals and entities located in the United States - must comply with OFAC regulations. In addition, these U.S. persons may not facilitate, finance, or approve any transaction by a foreign third-party that would otherwise be prohibited if directly undertaken by a U.S. person.15

OFAC regulations generally prohibit U.S. persons from engaging in most commercial and financial transactions with targeted countries and persons. The regulations also generally impose asset-blocking requirements in many circumstances, meaning that persons with control over the affected assets - including broker/dealers and other financial institutions - must hold those assets strictly in accordance with OFAC regulations. The details of OFAC regulations, however, vary significantly from country to country.

It is the policy of the Firm to comply strictly with regulations issued by OFAC, including as set forth below. The Firm will not do business with any person, entity or jurisdiction subject to OFAC sanctions. OFAC regulations change frequently to reflect new foreign policy considerations and threats of transnational crime, and therefore it is essential for the AML Compliance Officer to consult frequently the current OFAC regulations and to notify the Firm’s RRs and management of

15 Because OFAC views its mandate as fulfilling national security directives, the agency broadly interprets its authority and strictly enforces the sanctions. Violations of OFAC sanctions are subject to severe civil and criminal penalties, as well as administrative actions such as forfeiture of property. In addition, OFAC has recently established procedures for public disclosure of enforcement proceedings, including the release of information about parties that have entered into penalty settlements. Accordingly, OFAC penalties may result in reputational damage.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document changes to the regulations. In doing so, the AML Compliance officer will consult https://www.treasury.gov/resource-center/sanctions/ Pages/default.aspx.

Pantheon Securities must check investor and issuer client names, as well as certain other names, against the OFAC lists of SDNs, Blocked Persons, and sanctioned and targeted countries (www.ustreas.gov/ofac) (collectively, “OFAC list”) when conducting due diligence or initiating an investor or issuer client customer relationship. Because the OFAC list and listings of economic sanctions and embargoes are updated frequently, the AML Compliance Officer will consult them on a periodic basis and may subscribe to receive any available updates when they occur. The AML Compliance Officer may also access the OFAC list through third-party software programs to ensure speed and accuracy. The AML Compliance Officer will also review existing relationships against the OFAC list and listings of current sanctions and embargoes when they are updated, and the AML Compliance Officer will document the review.

If the AML Compliance Officer determines that an investor or issuer client is on the OFAC list or is engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OFAC, Pantheon Securities will reject the relationship and/or block the investor or issuer client’s assets to the extent possible and file a blocked assets and/or rejected transaction form with OFAC within 10 days. The AML Compliance Officer may also call the OFAC Hotline at (800) 540-6322 as required under applicable laws.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Gifts & Entertainment Policy

Last Updated December 2018

Pantheon has to conduct its business with integrity, to pay due regard to the interests of its clients and to treat them fairly. The purpose of this policy is to ensure that Pantheon does not conduct business under arrangements that might give rise to a conflict with its duty to clients and collects the information necessary to complete required regulatory reports and reporting requested by clients.

General Policy It is Pantheon’s policy to earn business based on the quality of its products and services and to select and manage its service providers on the same basis. Pantheon does not provide or solicit gifts, entertainment or other items of value for the purpose of unduly influencing the recipient’s judgment.

Pantheon is subject to various regulatory and industry standards, policies and rules that need to be considered when giving or receiving gifts and entertainment. Associates must also be aware that many Pantheon clients and prospects – notably, local authorities, government plans and those subject to ERISA – have their own strict policies on the giving and receiving of gifts, entertainment and other contributions. Associates should discuss these policies with the client or prospect and the Legal and Compliance Team before arranging entertainment or providing gifts.

Details of gifts and entertainment activity will, from time to time, be shared with appropriate supervisors and the Pantheon Board to assess the activity and relationships with business contacts. Pantheon “business contacts” are considered persons associated with any client, potential client, vendor, broker, fund manager or other third party that has or has the potential to have a business relationship with Pantheon.

Pantheon’s Legal and Compliance Team is available to assist Associates with any questions concerning Pantheon’s Gifts and Entertainment Policy. Exceptions to this policy will only be permitted with the written approval of the Pantheon’s Legal and Compliance Team.

Gifts Unless otherwise agreed with the Legal and Compliance Team, you may only give/receive gifts with values of up to $100 / £75 / HK$1000 / KRW125,000 per recipient per calendar year to/from business contacts (subject to the section below regarding Korean public officials).

Associates are not permitted to give gifts or entertain government officials without prior approval from Pantheon’s Head of Compliance or designee. • You must report (i) all gifts provided to Taft Hartley clients and Union Officials associated with Taft Hartley clients (“Taft Hartley clients”) without any de minimis and (ii) with respect to all other parties, all gifts given or accepted with values in excess of $25 / £25 / HK$250 / KRW30,000 per person in the Schwab CT system. The value of a gift is the amount paid for the gift or a reasonable estimate thereof regardless of the intrinsic value of the gift. Gifts of cash or its equivalent (including gift certificates or gift cards if they are redeemable in full or in part for cash) are prohibited. These rules apply even if

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document you pay for the gift with your own money or do not receive reimbursement for the gift from Pantheon. However, gifts of a purely personal nature (and paid for personally) that are given or received, for example for a wedding or other social event such as an anniversary, birthday or birth of a child and reflecting a personal relationship, and not intended to facilitate any business relationship, are permitted.

Tickets to sporting events or shows, rounds of golf, etc. are considered gifts unless both you and the business contact giving or accepting the tickets, golf, etc. attend the event.

You should tactfully refuse or return a gift with a value of more than $100 / £75 / HK$1000/KRW125,000, unless to do so would embarrass the giver or prejudice a business relationship. If a gift with a value of more than $100 / £75 / HK$1000/KRW125,000 is accepted for business reasons, you must report it to the Legal and Compliance Team through the Schwab CT system and give the gift itself, to Pantheon via the Legal and Compliance Team for appropriate disposition.

Associates may not solicit gifts from anyone in return for any business, service or confidential information.

Entertainment / Hospitality Except as set forth below, Associates must report in the Schwab CT system all entertainment / hospitality received from or provided to any third party if Pantheon has or is seeking to develop a business relationship with such third party or such third party is seeking to develop a business relationship with Pantheon, including Pantheon hosted events and events hosted by third parties, e.g. annual investor meetings of portfolio fund managers and hospitality offered by other third party vendors and suppliers. However, entertainment and hospitality of a purely personal nature (and paid for personally) that are provided or received, for example for a wedding or other social event such as an anniversary, birthday or birth of a child and reflecting a personal relationship, and not intended to facilitate any business relationship, are permitted.

There are limited exception for certain business meals as described below.

Entertainment must not be lavish or excessive so as to appear to unduly influence the judgment of the recipient, or otherwise appear improper. There is no specific monetary amount that represents “lavish or excessive entertainment” – this is a judgment call that you must make on a case-by-case basis in advance of the entertainment. Expense reimbursement requests that are considered “lavish or excessive” after the fact may be rejected and/or subject to review and potential sanctions.

In determining whether any entertainment is reasonable and not lavish or excessive, you should consider whether the primary purpose of the entertainment is to spend quality time with the business contact and how will it appear to others outside of the business relationship. If you have any question as to whether a specific event could be considered lavish or excessive, please contact the Compliance team in advance. Entertainment is subject to review by Pantheon Compliance (via the Compliance Monitoring Program) and the results of this review are periodically shared with the Partnership Board. If any entertainment is considered to be lavish or excessive, potential sanctions/disciplinary action may result.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If you are hosting the entertainment, but are not present for it, the value of the entertainment is considered a gift subject to the requirements outlined above. Likewise, if a business contact hosting the entertainment is not present and you attend the event, the entertainment is considered a gift to you. If the entertainment includes “gifts” (e.g. souvenirs, pro-shop equipment, etc.), those items are subject to the gift reporting requirements described above.

You should tactfully refuse the provision of lavish, excessive or frequent acts of entertainment or other hospitality that may create an impression of impropriety or a conflict of interest. Likewise, you should not host lavish, excessive or frequent acts of entertainment or other hospitality that may create an impression of impropriety or a conflict of interest.

Exceptionally, Associates are not required to report any reasonable business meal (excluding meals provided to Taft Hartley clients as discussed below), only if both of the below apply: • the cost of the meal is below $150 / £100 / HK$1500 per person and KRW170,000 per person subject to the section below regarding Korean public officials; and • if the business meal is provided by Pantheon, the cost of the meal is under $1000 / £660 / HK$10000 in aggregate16 and KRW1,100,000 in aggregate subject to the section below regarding Korean public officials.

Associates must promptly report via the Schwab CT system all other business meals, as well as all other entertainment / hospitality received from or provided to business contacts. Reasonable estimates may be used when you are the recipient of the entertainment and do not know the exact costs. The Legal and Compliance Team periodically reviews the expenses of all entertainment, including reasonable business meals to ensure they are not lavish or excessive in nature, as noted above.

Pantheon Associates may not accept offers by business contacts to pay for their travel or hotel expenses other than travel and hotel expenses related to attending portfolio fund advisory board meetings, which may be reimbursed by the underlying fund. Such travel and hotel expenses related to attending portfolio fund advisory board meetings are reportable as described below.

For events hosted or sponsored by Pantheon and attended by more than one Associate, e.g. Pantheon’s Annual Investor Meeting, it is expected that the Associate responsible for arranging the event will make a single entry in Schwab CT covering all Associates.

Attendance at Annual Investor Meetings and Advisory Board Meetings of Portfolio Funds / Companies Subject to certain de minimis exceptions, Pantheon must report information when requested by an ERISA client/investor regarding gifts, meals and entertainment paid by a Portfolio Fund Manager when a Pantheon Associate attends an Annual Meeting or Advisory Board Meeting. To ensure that we have the required information for reporting purposes, Pantheon Associates who must promptly report all (regardless of ERISA status) Annual Meetings or Advisory Board

16 If there is a guest speaker, band, entertainer, etc. at a dinner of which you are the recipient, e.g., when attending an Advisory Board Meeting, you only need to consider the cost of the dinner itself and not the costs associated with the other entertainment provided.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Meetings they attend into the Schwab CT system if the following if paid by a Portfolio Fund Manager: • All gifts higher than the de minimis noted above ($100); • All reasonable business meals higher than the de minimis noted above ($150); • All airfare; and • ALL entertainment

In connection with such meetings, Associates also cannot accept any gifts, airfare and entertainment paid by a Portfolio Fund Manager offered solely to them and not to the other attendees of the relevant meeting other than a reasonable business meal.

Gifts & Entertainment Reporting for Taft Hartley Clients and Union Officials associated with Taft Hartley Clients All gifts, meals and entertainment provided to Taft Hartley clients and Union Officials associated with Taft Hartley clients (“Taft Hartley clients”) are subject to reporting on the Schwab CT system as noted above. Generally, if the aggregated cost of gifts, meals and entertainment, exceeds $250 in a fiscal year, the total amount must be reported on Department of Labor Form LM-10.

The costs associated with “widely attended gatherings” such as AIM or a Symposium are subject to reporting unless certain conditions are met. You must contact the Legal and Compliance Team if you anticipate a Taft Hartley client attending AIM or a Symposium or a similar widely attended gathering to determine if the event is structured in a manner that will or will not require reporting. If the cost of the event will need to be reported, the Legal and Compliance Team will advise of the information that is necessary to collect so that Pantheon can comply with the reporting requirements.

You may refer to a list of Taft Hartley clients maintained in the Gift & Entertainment module of the Schwab CT system. Please consult with the Legal and Compliance Team regarding any questions, including information about de minimis reporting exemptions for widely attended gatherings.

The Legal and Compliance Team will review the information reported and determine if it is necessary to file Form LM-10 for a Taft Hartley client.

Gifts & Entertainment Limits for Korean “Public Officials” under the Kim Young-ran Act All gifts, meals and entertainment provided to public officials in South Korea’s public sector are subject to stricter limits than those previously mentioned in this policy.

Pantheon prohibits associates from giving Korean public officials or their spouses gifts with values of up to KRW50,000 in a single occasion, or exceeding an aggregate KRW3,000,000 in a one-year period.

Pantheon associates are also not permitted to provide Korean public officials with food and/or drink in excess of KRW30,000.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In addition, Pantheon prohibits associates from giving anything of value in connection with a public official’s duties regardless of the amount. As mentioned above, giving or receiving cash or cash equivalents is also prohibited.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Anti-Bribery & Anti-Corruption Policy

Last Updated September 2018

1. Introduction and purpose Pantheon is committed to adhering to the highest standards of business conduct, compliance with the law and regulatory requirements and best practice. To that end, Pantheon has adopted this Anti-Bribery and Anti-Corruption Policy (“ABC Policy”) to ensure compliance with anti-bribery laws and to demonstrate its commitment to preventing bribery, and establishing a zero-tolerance approach to bribery in all parts of the organisation’s operation. A breach of anti-bribery laws would cause embarrassment and reputational damage to Pantheon as well as possible financial losses and criminal charges for both the organisation and individuals involved.

This policy shall apply to all Associates. The AMG Group has equivalent policies covering bribery and has committed to provide periodic certifications to Pantheon that it is in compliance with those policies.

2. Pantheon’s Policy on Anti-Bribery & Anti-Corruption Pantheon prohibits Associates from offering, giving, promising, requesting, or accepting any payment, gift or other contribution of anything of value, to or from any person, either directly or indirectly, for the purpose of obtaining or retaining business for, or from, Pantheon or gaining an advantage in the conduct of any business, except as permitted under this Policy.

3. The Law on Bribery & Corruption In recent years there has been increased scrutiny of and enforcement action against incidents of bribery and corruption globally. ABC laws have been strengthened so that in both the US and UK payments to foreign officials do not need to be made “corruptly” to establish liability. An intent to influence an individual for the purpose of obtaining or retaining business is sufficient to establish liability under anti-bribery laws.

In recognition of the concerns about corruption and bribery, Pantheon has chosen to adopt a global policy that conforms to the highest standards in the US and the UK.

US: In the US, the Foreign Corrupt Practices Act of 1977 (“FCPA”) makes it unlawful for a US person (including US companies and citizens) to make a payment or provide anything of value to a foreign (i.e. non-US) official for the purpose of obtaining or retaining business for or with, or directing business to, any person or to gain a business advantage. In 1998, the application of the FCPA was extended to non-US firms and persons when any act in furtherance of an FCPA violation occurs within the jurisdiction of the United States.

UK: English anti-bribery laws were historically a patchwork of conflicting statutes and common laws resulting in uncertain, and often ineffective, enforcement. In 2010, the UK enacted the Bribery Act (the “Bribery Act”). This repeals the old UK corruption laws and brings in one statute covering: (i) the payment and/or receipt of bribes which will induce (or reward)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document improper performance of a relevant function or activity, (ii) a new discrete offence of making or promising any payment, gift or other contribution of anything of value to a foreign (i.e. non-UK) official to influence that official in order to obtain or retain business as well as (iii) the new corporate offence for an organisation of failing to prevent bribery by someone acting on behalf of the organisation.

In many respects, the UK Bribery Act goes considerably further than the FCPA. Accordingly, Pantheon applies the UK standard globally throughout Pantheon. Notable differences are:

Strict liability for failure to prevent bribery. Firms are strictly liable if they fail to prevent an act of bribery by those working for or on its behalf. The offence can be committed without the firm knowing about, or conniving in, the payment of the bribe, whether the incident takes place inside or outside the UK. It also applies to payments made by its representatives and agents, including placement agents (as discussed below). A defence is available for a firm that can demonstrate that it had taken ‘adequate procedures’ to prevent bribery. Guidance to achieve compliance is reflected in the six principles summarised in Appendix 1 to this Policy. Pantheon is committed to following these principles.

No public / private sector distinction. The UK Bribery Act does not distinguish between public and private sector bribery.

No “corrupt” element required for bribery. Unlike the FCPA, the Bribery Act does not require that payments to foreign officials be made “corruptly” to establish liability. An intention to influence the individual for the purpose of obtaining retaining business is sufficient.

No exception for facilitation payments. As discussed below, the Bribery Act does not contain any exemption for facilitation payments.

In both the UK and US, an individual found guilty of an offence under the Bribery Act or FCPA, on conviction is liable to a term of imprisonment and/or a substantial fine. Companies are liable on indictment to an unlimited fine and possibly even to exclusion from bidding for public contracts within the EU. Similar or harsher penalties may exist in other jurisdictions.

4. Circumstances in which bribery may arise For the awareness of Associates, attention will be drawn to some of the circumstances in which bribery/corruption could arise. This will be discussed with reference to what Associates can do to prevent bribery.

Gifts, Entertainment and Hospitality Some examples of scenarios which may constitute bribery. Whether a scenario does in fact constitute bribery/corruption would depend on the facts and circumstances. • A member of the Client Service Team taking a prospective investor on an all-expenses paid trip to induce an investment in a Pantheon Fund.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Investment Team receiving from a GP an all-expenses paid trip to induce Pantheon Funds to make a commitment to XYZ Capital Fund. • A member of the Pantheon operations team receiving numerous invitations or even a season ticket to watch live football from an administrator who is pitching for an appointment as administrator to Pantheon Funds.

The receipt and provision of bona fide hospitality and promotional, or other business expenditure which seeks to improve the Pantheon image, to present our products and services more favourably, or to establish cordial relations with service providers and GPs, is recognised as an established and important part of doing business and is not prohibited by this Policy. It is, however, clear that hospitality and entertainment or other similar business expenditure can be employed as bribes. In order to discourage such activity, Pantheon operates a Political Contributions Policy (“Pay to Play”) and a Gifts & Entertainment Policy. These impose monetary limitations and reporting obligations in respect of political contributions, gifts, entertainment and hospitality given and received. Associates are required to familiarise themselves with and comply with Pantheon’s Pay to Play Policy and Gifts & Entertainment Policy. Political donations, gifts, entertainment and hospitality provided in compliance with these policies would normally be expected to be consistent with this ABC Policy. However, it is important to understand that complying with Pantheon’s Gifts & Entertainment Policy does not of itself provide a “safe harbour” for this ABC Policy. Any gift, entertainment or hospitality, made or received in accordance with Pantheon’s Gifts & Entertainment Policy may nevertheless violate this Policy. It is therefore important to consider whether the activity is acceptable by reference to this Policy.

How to evaluate what is ‘acceptable’: • Associates are required to think what the intent of the gift, entertainment or hospitality is; is it just to build a relationship or could it extend to something else? • Is the recipient of the gift, entertainment or hospitality in a position to influence a decision and, if so, might he or she perform his function differently than he / she would do in the absence of the gift, entertainment or hospitality? • Gifts, entertainment and hospitality should never be so lavish or so frequent as to raise questions of propriety or create any sense of obligation on behalf of the recipient. • Are the gifts, entertainment or hospitality timed so as to affect the outcome of a particular event or decision? • How might a newspaper report the gifts, entertainment or hospitality and what would the public perception be? • Circumstances which are never permissible include examples that involve a ‘quid pro quo’ (offered for something in return). • In most cases sponsorship - the contribution of funds to sporting, charitable or cultural events may be acceptable, however sponsorship must be recorded, and care must be taken to ensure that it is not a subterfuge for bribery. • Associates are required to consider local requirements. If providing gifts or entertainment to a public official, they must consider whether this is permitted under local law as well as the rules of such public bodies. • Have regard to the location of the party in question by reference to the latest Transparency International - Corruption Perceptions Index and escalate to Legal & Compliance where a party is based in a jurisdiction that has achieved a score of less than 70.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Transaction fees Bribery/Corruption may also arise were Pantheon to receive remuneration from a GP of a portfolio fund in return for Pantheon Funds, having made a commitment in such portfolio fund. To avoid any conflict of interests or the perception of conflicts of interest, Pantheon does not accept transaction fees from GPs nor does it allow for any soft dollar arrangements.

5. Use of Third-Party Representatives Pantheon is liable if a person ‘associated’ with it bribes another person intending to obtain or retain business or a business advantage for Pantheon. A person ‘associated’ with Pantheon is defined at as a person who ‘performs services’ for or on behalf of Pantheon and can be an individual or an incorporated or unincorporated body. This covers third-party relationships such as placement agents, contractors and consultancy firms.

Senior management is responsible for the evaluation of each third-party relationship and determining whether a significant risk is posed. Criteria to be considered include: the location where the third party will operate, any history of bribery/corruption charges and the general compliance and legal history of the third party service provider, and the existence of appropriate policies and procedures covering bribery, gifts and entertainment. Where risk regarding a third-party arrangement has been identified, senior management must exercise enhanced due diligence, and determine whether it is necessary to take additional steps. If available, a request may be made for a copy of any internal audit or other monitoring report and results. Pantheon may also ask such third party for copy of its ABC policies and procedures and request periodic certification as to compliance with such policies and procedures. Should the third party not have an anti-bribery policy, or should Pantheon consider their policy to be insufficient, Pantheon may provide a copy of its own Pantheon Anti- Bribery and Anti-Corruption Policy and require such service provider to certify periodically that it has complied with the requirements set out in the Pantheon Anti-Bribery and Anti-Corruption Policy.

6. Facilitation Payments Facilitation payments in many countries take place as part of customary business practice. Facilitation payments involve the payment of money or gifts to junior government officials as an incentive to facilitate or speed up a process, e.g. obtaining licences or permits. Facilitation payments are permitted under the FCPA. However, under the Bribery Act 2010, such payments are not distinguished from bribes, and are therefore illegal under UK law whether they happen in this country or in another jurisdiction. Consistent with the Bribery Act 2010, Pantheon explicitly prohibits facilitation payments. However Pantheon can continue to pay for legally required administrative fees or legitimate fast-track services.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7. Our steps to prevent Bribery & Corruption Pantheon already operates a Gifts and Entertainment Policy and a Pay to Play Policy and has also implemented certain additional procedures to assist in the prevention of bribery. This policy and these procedures have been designed in a manner which is considered to be appropriate to the size and the organisation of Pantheon and are therefore considered to be adequate to prevent and eliminate bribery within the organisation. Nevertheless, as discussed below the design of this policy and such arrangements will be kept under review and modified as appropriate from time to time in the context of the development of Pantheon’s size, product range, business model and the jurisdictions in which it operates.

8. Oversight and management of incidents of bribery & corruption Pantheon managers are responsible for monitoring staff activities and expenses to identify possible breaches of this Policy. Any possible or actual breach of this Policy should be reported to a member of the Legal and Compliance Team, unless it is not appropriate (for example where the alleged breach involves a member of the Legal and Compliance Team), in which case the breach should be reported to a member of the Partnership Board. In addition to such reporting, representatives from the Legal and Compliance Team, with assistance from the Finance & Risk Teams shall be tasked with identifying possible instances of bribery during the course of their activities pursuant to the anti-bribery procedures developed by the Legal and Compliance team.

The Legal and Compliance Team will also, if they consider it appropriate to do so in any particular instance, refer to the Pantheon Partnership Board any actual or potential instance of possible bribery. In such circumstances, the Partnership Board has final responsibility to oversee the Pantheon’s response and decide how or whether to refer the matter to law enforcement agencies. Anti- bribery will feature on the Legal and Compliance Team’s quarterly reports to the Partnership Board.

9. Disciplinary action Pantheon Associates found in breach of this policy or local laws on bribery will face disciplinary action which could include dismissal for gross misconduct. Associates should be aware that they could also be liable to criminal prosecution if provisions of bribery and corruption laws are breached.

10. Updating ABC Policy Pantheon will review this Policy and any further guidance on adequate procedures, on a periodic basis. Associates will be kept informed of any updates.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Appendix 1

Six Principles for Bribery Prevention 1) Proportionality: Pantheon’s procedures to prevent bribery by persons associated with it are proportionate to the bribery risks it faces and to the nature, scale and complexity of the commercial organisation’s activities. They are also clear, practical, accessible, effectively implemented and enforced. 2) Top-level commitment: The top-level management of Pantheon is committed to preventing bribery by persons associated with it. They foster a culture within the organisation in which bribery is never acceptable 3) Risk Assessment: Pantheon assesses the nature and extent of its exposure to potential external and internal risks of bribery on its behalf by persons associated with it. The assessment is periodic, informed and documented. 4) Due Diligence: Pantheon applies due diligence procedures, taking a proportionate and risk based approach, in respect of persons who perform or will perform services for or on behalf of Pantheon, in order to mitigate identified bribery risks. 5) Communication (including training): Pantheon seeks to ensure that its bribery prevention policies and procedures are embedded and understood throughout Pantheon through internal and external communication, including training, that is proportionate to the risks it faces. 6) Monitoring and review: Pantheon monitors and reviews procedures designed to prevent bribery by persons associated with it and makes improvements where necessary.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon Fraud Prevention Policy Last Updated December 2018

1. Applicability This policy applies to all Pantheon Associates.

2. Objective Pantheon is required to establish and maintain systems and controls to protect against fraud or attempted fraud or irregularities in the firm’s accounting or other records. Associates have individual responsibility to behave ethically and with honesty and integrity and to report any fraud or attempted fraud.

3. Senior Management Responsibility It is the responsibility of Senior Management to ensure that individual Associates are aware of their obligations relating to their awareness of potential corrupt or fraudulent activity. Senior Management have overall responsibility for ensuring that Pantheon has established effective anti-bribery and anti-fraud systems and controls that reflect the corruption and fraud risks identified as facing the firm, and that are proportionate to the nature, scale and type of our business.

4. Examples of Fraudulent Activity Pantheon’s Risk Team and the Finance and Corporate Funds Team have implemented fraud prevention and detection controls to ensure that all Associates meet the highest ethical standards by ensuring that they remain alert to acts of fraud or attempted fraud. The controls are intended to enable effective prevention of and allow early detection and reporting of any fraud or attempted fraud.

Examples of fraudulent activity include but are not limited to: • Theft; • False accounting; • Conspiracy to defraud; • Dishonestly making a false representation; • Dishonestly failing to disclose to another person information which he is under a legal duty to disclose; and • Dishonestly abusing (by action or omission) a position of trust in which one is expected to safeguard or not act against the financial interests of another person, and or acting with the intent to make a gain for yourself, or another, or to cause loss/ expose another to risk of loss.

Associates must be aware that some fraud offences may potentially overlap with market abuse offences or other financial crimes under AML-related and anti-bribery and corruption laws, and may attract additional sanctions under these regimes as well.

5. Anti-Fraud Systems and Controls The Risk Team, working in conjunction with the Finance and Corporate Funds Teams, have primary responsibility for ensuring that Pantheon has adequate checks and balances to mitigate against the likelihood of any of the above matters. These checks and balances are also reviewed annually as part of the audit cycle, as well as part of the Type II SSAE16, ISAE 3402 Internal Controls reports, conducted by KPMG LLP, an independent external audit firm, and the firm’s Risk Team. The results of the audits are shared with the Partnership Board and our Clients/investors. The full details of Pantheon’s systems,

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document controls, checks and balances against fraud are maintained by the Risk, Finance and Corporate Funds Teams.

6. Procedure for the Reporting of Suspected Cases of Fraud Pantheon has an obligation to notify the firm’s regulators immediately should Pantheon become aware or have a reason to believe that the following has occurred or may occur: • Pantheon becomes aware that an employee may have committed a fraud against one of its customers/clients; • Pantheon becomes aware that a person, whether or not employed by the firm, may have committed a fraud against the firm; • Pantheon considers that any person, whether or not employed by the firm, is acting with intent to commit a fraud against the firm; • Pantheon identifies irregularities in the firm’s accounting or other records, whether or not there is evidence of fraud; or • Pantheon suspects that one of its employees may be guilty of serious misconduct concerning their honesty or integrity and which is connected with Pantheon’s regulated activities or ancillary activities.

If an Associate suspects that activities constituting fraud are being undertaken, these suspicions must be reported directly to the Legal and Compliance Team for immediate investigation. All such reports will be treated in the strictest confidence.

Upon receipt of this information, the Head of Compliance / Chief Compliance Officer will escalate as concerns necessary, including with the HR and Risk Departments, and to the Partnership Board. The Partnership Board, in consultation with the Head of Compliance / Chief Compliance Officer and the Risk Committee, will determine what necessary external reporting should be made. The Head of Compliance/Chief Compliance Officer is responsible for making the necessary regulatory notifications should any of these events be identified.

The Legal and Compliance Team will maintain copies of all relevant documentation of the reported issue.

7. Disciplinary Procedures/Penalties for Fraud/Attempted Fraud The attempt to defraud is treated as seriously as accomplished fraud. Any Associate suspected of carrying out fraud or attempted fraud will be subject to internal Pantheon disciplinary procedures as set out in the Employee Manual, which forms part of your employment contract with Pantheon as well as possible criminal prosecution. Fraud is a criminal offence. Therefore, any Associate who is found guilty of fraud or attempted fraud may be subject to criminal prosecution, and if convicted, is liable to imprisonment or a fine, or both.

If the employee is an Approved Person, a Licenced Representative, holds a Controlled Function or a Pre-Approval Controlled Function, the Associate’s activities would also be notified to Pantheon’s regulators. Regulators may take action against the Associate, including potentially barring the Associate from ever working in the financial services sector again as matters of fraud call to question an Associate’s fitness and propriety.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon “Pay to Play” Policy Last Updated December 2018

Overview and Objective Pantheon respects the rights of Pantheon Associates to lawfully participate in the political process and make personal contributions to candidates of their choice for U.S. federal, state or local office. When a Pantheon Associate chooses to participate in the political process, he or she must do so at all times as an individual, not as a representative of Pantheon. As a matter of Pantheon policy, no Pantheon Associate may make, or cause Pantheon to make, a contribution to an elected official or candidate for elective office of a U.S. local, state, or political subdivision thereof (hereafter a “Government Entity”) for the purpose of obtaining or retaining business for Pantheon.

Under U.S. federal, state and local laws, referred to as “pay to play” laws, political contributions by Pantheon Associates could impact Pantheon’s ability to continue to do business or obtain new business with certain Government Entities. Pay to play laws are generally intended to prevent government officials from selecting investment advisers on the basis of their political contributions. These laws include Investment Advisers Act Rule 206(4)-5 (the “Rule”). Failure to comply with the Rule may prohibit Pantheon from receiving compensation for managing money for Government Entity clients for up to two years following a disqualifying contribution. To address the requirements of the Rule, all Pantheon Associates are considered “Covered Associates” under the Rule.

To ensure compliance with the requirements of the Rule, Pantheon has established this Policy. The Legal and Compliance Team and Human Resources are responsible for administering the Policy.

If Pantheon Associates have any questions about a political contribution that you would like to make, or a political activity you are considering, please contact the Legal and Compliance Team.

Registered Representatives of Pantheon Securities, LLC Effective August 20, 2017, FINRA adopted rule 2030, which is modeled after the SEC rule pay to play. Rule 2030 prohibits a FINRA member firm from engaging in distribution or solicitation activities for compensation with a government fund on behalf of an investment adviser within two years after the firm or one of its covered associates makes a political contribution to a government official with influence over the government fund or to a candidate for such an office. Like the SEC rule, a firm’s “covered associates” include its general partner, managing member or executives with similar functions; persons who are engaged in distribution or solicitation activities with government funds and their supervisors; and political action committees controlled by the firm or a covered associate.

Also effective August 20, 2017, FINRA Rule 4580 imposes certain recordkeeping requirements pertaining to the activities regulated by FINRA Rule 2030. The rule requires covered members to maintain a list or other record of: • the names, titles and business and residence addresses of all covered associates;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • the name and business address of each investment adviser on behalf of which the covered member has engaged in distribution or solicitation activities with a government entity within the past five years (but not prior to the rule’s effective date); • the name and business address of all government entities with which the covered member has engaged in distribution or solicitation activities for compensation on behalf of an investment adviser, or which are or were investors in any covered investment pool on behalf of which the covered member has engaged in distribution or solicitation activities with the government entity on behalf of the investment adviser to the covered investment pool, within the past five years (but not prior to the rule’s effective date); and • all direct or indirect contributions made by the covered member or any of its covered associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a PAC.

FINRA Rule 4580 requires that the direct and indirect contributions or payments made by the covered member or any of its covered associates be listed in chronological order and indicate the name and title of each contributor and each recipient of the contribution or payment, as well as the amount and date of each contribution or payment, and whether the contribution was the subject of the exception for returned contributions in Rule 2030

Permitted Contributions and Political Activities Pantheon Associates must enter information into the Charles Schwab Compliance Technologies (“Schwab CT”) system and receive approval before they may: • Make a contribution to an elected official or candidate for elective office with a Government Entity up to and including an aggregated US$150/candidate/election; • Make a contribution to an elected official or candidate for elective office of the federal government; • Make a contribution of up to US$150 to a political party, Political Action Committee (“PAC”) (contributions to a PAC may be above $150 if permission is granted by the Head of Compliance prior to the contribution and document in the Schwab CT system, along with completing the certification in Appendix A below) or other organization (1) if the contribution is not directed to an elected official or candidate for elective office of a Government Entity and (2) following due diligence to confirm the entity receiving the contribution will not funnel funds to an elected official or candidate of a Government Entity. Requests to contribute to a political party, PAC, or other organization require due diligence and pre-approval of the contribution by the Legal and Compliance Team. The Legal and Compliance Team may refer review of a proposed contribution to the Partnership Board; or • As part of a campaign, volunteer their time on behalf of an elected official or candidate for elective office of a Government Entity during non-business hours, so long as Pantheon Associates do not use the Pantheon’s name (or imply any endorsement by Pantheon) or use

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pantheon’s resources (such as corporate facilities, systems, communications equipment and phone lines, office supplies and mailing lists), and so long as Pantheon Associates do not coordinate or solicit any person or Political Action Committee to make any contribution (as described further below).

Prohibited Contributions and Political Activities No Pantheon Associate may: • Make a contribution to an elected official or candidate for elective office of a U.S. Government Entity in excess of the US$150 de minimis limit set forth above without the prior approval of the Legal and Compliance Team; • Make a contribution to an elected official or candidate for elective office of the U.S. federal government (including Presidential elections) in excess of US$150 if, at the time of the contribution, the candidate is an elected official of a U.S. Government Entity, without the prior approval of the Legal and Compliance Team; • Cause Pantheon to make any contribution to an elected official or candidate for any federal elective office of a U.S. federal entity or U.S. Government Entity; • Cause Pantheon to pay a third party (including affiliates) to solicit government entities for business unless the Legal and Compliance Team has provided approval in advance of the activity, for example, either an SEC registered investment adviser or a FINRA registered broker dealer; • Coordinate or solicit any person, Political Action Committee or other organization to make any contribution to an elected official or candidate for elective office of a U.S. Government Entity or contribution to a U.S. local or state political party. This includes but is not limited to requesting funds in speeches or written materials; • Use Pantheon’s name or resources (as described above) in connection with any service to a campaign or in support of any elected official or candidate for elective office of a U.S. federal entity or U.S. Government Entity; or • Engage in any lobbying efforts on behalf of Pantheon, since lobbying is a regulated activity that often requires public filings and/or registration, without prior approval from the Legal and Compliance Team and the Pantheon Partnership Board.

Political Activities & Indirect Contributions Overview Pantheon Associates need to know that the Rule prohibits Pantheon and Pantheon Associates from doing anything indirectly which, if done directly, would result in a violation of the Rule and this Policy.

Certain activities supporting elected officials or candidates of a Government Entity including fundraising may be considered indirect contributions and are prohibited. Therefore, political activities are subject to pre-approval by the Legal and Compliance Team.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prohibited Activities Following are examples of activities which are prohibited. Pantheon Associates may not: • Speak at a fundraising event for an elected official or candidate for any elected office of a Government Entity; • Provide a venue or other support such as refreshments for an event which involves directly or indirectly soliciting contributions for an elected official or candidate of any elected office of a Government Entity; • Purchase a ticket for a fundraising dinner for a fee in excess of the value of the dinner if the excess is directed to an elected official or candidate for any elected office of a Government Entity.

Additionally, Pantheon Associates should be aware of contributions that may be viewed as in their control, and therefore may be a violation of this Policy and the Rule, including the following: • Solicitation of any person, such as a spouse, family member or friend, to make a contribution; • Contributions made by spouses from joint checking account, which may give the appearance of an indirect contribution; and • Contributions made to an entity where a Pantheon Associate has the ability to direct the use of the funds, or knows that entity will use the funds to support an elected official or candidate for elective office of a Government Entity.

Prospective Pantheon Associates The Rule has a “look back” provision on contributions made by newly hired Pantheon Associates. To prevent past contributions by a newly hired Pantheon Associate from impacting Pantheon’s ability to receive compensation from its clients, prospective new Pantheon Associates must provide information regarding past contributions and political activities made two years prior to the prospective hire date.

Contribution history is collected from prospective Pantheon Associates prior to the first date of employment. The Legal and Compliance Team will review the contribution and political activity information to determine if it poses challenges to Pantheon’s ability to conduct business.

Procedures Pre-clearance Prior to making a contribution, information regarding the proposed contribution must be entered into the Schwab CT system by the Pantheon Associate and be approved by the Legal and Compliance Team. Requested exceptions to the policy require special review and approval of the Legal and Compliance Team and referral to the Partnership Board as appropriate.

4

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prior to engaging in a political activity, the activity must be preapproved by the Legal and Compliance Team. The Pantheon Associate must input information regarding the proposed activity into the Schwab CT system and wait for approval before engaging in the activity. The proposed activity may be referred to the Partnership Board for review.

As necessary, the Legal and Compliance Team will research local and state pay to play laws and Pantheon will bear the costs of external support for such pay to play research in California, New York and Illinois. Pantheon Associates who wish to make contributions or engage in political activities in other states may be required to pay for external support to research local and/or state pay to play laws.

The Legal and Compliance Team reserves the right to prohibit any proposed contribution or political activity that is deemed to raise a risk of violating the Rule, state or local laws or this Policy, or any actual or apparent conflict of interest, or place Pantheon’s business at risk, or for any other reason determined by the Legal and Compliance team.

Periodic Reporting On a periodic basis, all Pantheon Associates must submit an acknowledgement to the Legal and Compliance Team confirming that they are in compliance with this Policy and acknowledging that the information regarding their contributions and political activities in the Schwab CT system is complete and accurate.

New Government Entity Clients The Legal and Compliance Team shall review records of contributions in excess of US$150 made within two years of the date of anticipated inception of an account with a Government Entity to determine whether any contributions have been made to an official of the Government Entity. Information regarding contributions greater than US$150 will be shared with the Client Services Team to preclude efforts to contact Government Entity until two years after the contribution.

Confidentiality Pantheon respects the rights of Pantheon Associates to lawfully contribute to the political process and will keep the information provided under this Policy confidential, subject to the rights of inspection of the Legal and Compliance Team, all regulatory and licensing bodies or as any disclosure may become necessary or advisable in the operation of Pantheon, including disclosures at the request of representatives of clients and potential clients who are Government Entities, pension funds, or their fiduciaries, if requested to do so.

Compliance with Other Laws It should not be assumed that pre-clearance or approval under this Policy is confirmation that a Pantheon Associates is complying with any applicable campaign finance, lobbying, or other applicable laws, and each Pantheon Associate is urged to consult such advisors or counsel as appropriate on such laws. With respect to clients and potential clients that are Government

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Entities, additional state and local rules may apply.

Violations If any Pantheon Associate becomes aware of a potential violation or violation of this Policy he or she must immediately notify the Legal and Compliance Team. The ability to cure a breach or potential breach is time-sensitive and it is important that the Legal and Compliance Team is notified as soon as possible. In the event a Pantheon Associate makes a contribution in violation of this Policy or the rule, the Pantheon Associate agrees to take all reasonable efforts as requested by Pantheon to prevent the triggering of the Rule’s two-year time out period, including, but not limited to, actively seeking the return of the contribution.

Recordkeeping Pantheon will maintain the following books and records: 1. The names, titles and business (if other than Pantheon’s address) and residence addresses of all Pantheon Associates. 2. All Government Entities to which Pantheon provides or has provided investment advisory services, or which are or were investors in any fund or other pooled vehicle to which the Pantheon provides or has provided investment advisory services, as applicable, in the past five years. 3. All direct or indirect contributions made by Pantheon or any Pantheon Associates to an official of a Government Entity, or to a political party of a state or political subdivision thereof, or to a political action committee. Records relating to such contributions must be listed in chronological order and indicate: i. the name and title of each contributor; ii. the name and title (including any city/county/state or other political subdivision) of each recipient of a contribution; iii. the amount and date of each contribution; and iv. whether any such contribution was the subject of the exception for certain returned contributions pursuant to Rule 206(4)-5(b)(2). 4. The name and business address of each person or entity to which Pantheon provides or agrees to provide, directly or indirectly, payment to solicit a Government Entity for investment advisory services on its behalf, in accordance with Rule 206(4)-5(a)(2).

Oversight The Legal and Compliance Team is responsible for the oversight of this Policy. Pantheon Associates are encouraged to contact the Legal and Compliance Team with any questions about this Policy.

Questions Regarding Application of the Policy Pantheon Associates should consult the Legal and Compliance Team if they have any questions about whether a contribution or activity would be prohibited or restricted by this Policy or the Rule.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For example, please seek guidance from the Legal and Compliance Team if: • You or a family member expects to run for state or municipal office; • You or a family member expects to serve in an official capacity in a campaign for state or municipal office; or • You or a family member are asked to make a non-political (e.g., charitable) contribution by an elected official of a Government Entity.

Definitions For purposes of this Policy:

“Pantheon” includes Pantheon Ventures Inc., Pantheon Ventures (US) LP, Pantheon Ventures (UK) LLP, Pantheon Ventures (Ireland) DAC and Pantheon Ventures (HK) LLP.

“Contribution” means any contribution, gift, subscription, loan, advance or deposit of money including: (i) payment of debt incurred in connection with an election; (ii) transition or inaugural expenses of a successful candidate; or (iii) anything else of value to the candidate or official, other than volunteered time outside of business hours.

For any non-Pantheon Officer, partner or employee who is determined to be covered by this Policy under the Rule, the Legal and Compliance Team is responsible for establishing appropriate pre-clearance and reporting procedures, unless the non-Pantheon Associate is subject to a Policy administered by her/his employer.

“Family member” means any person, related by blood, marriage, domestic partnership or civil union, who lives in the same household as the Pantheon Associate and includes: any spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, and any adoptive relationships living in the same household as the Pantheon Associate.

“Government Entity” means any U.S. city, state or political subdivision of a state, including: (i) any agency, authority, or instrumentality of the state or political subdivision; (ii) a pool of assets sponsored or established by the state or political subdivision or any agency, authority, or instrumentality thereof, including, but not limited to a “defined benefit plan” as defined in Section 414(j) of the Internal Revenue Code (the “Code”), or a state general fund; (iii) any participant-directed investment program or plan sponsored or established by a state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a “qualified tuition plan” authorized by Section 529 of the Code, a retirement plan authorized by Section 403(b) or 457 of the Code, or any similar program or plan; and (iv) officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.

“Rule” means U.S. Investment Advisers Act Rule 206(4)-5, which prohibits investment advisers and their Covered Associates from making political contributions greater than de minimis limits

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to an elected official or candidate for elective office of a Government Entity. Political contributions in violation of the Rule will trigger a two-year time-out during which advisers cannot provide advisory services for compensation to the Government Entity that received the contribution.

“Solicit” means: (i) with respect to investment advisory services, to communicate, directly or indirectly, for the purpose of obtaining or retaining a client for, or referring a client to, an investment advisor; and (ii) with respect to a contribution, to communicate, directly or indirectly, for the purpose of obtaining or arranging a contribution.

Reference Advisers Act – Rule 206(4)-5; Rule 204-2 Applicable State Laws

Effective Date March 14, 2011

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Appendix A - Political Action Committee Donation Certification Per Pantheon’s Pay to Play policy (Annex L to the Code of Ethics), associates can make a contribution of up to US$150 to a political party, Political Action Committee (“PAC”) (contributions to a PAC may be above $150 if permission is granted by the Head of Compliance prior to the contribution and documented in the Schwab CT system) or other organization: • if the contribution is not directed to an elected official or candidate for elective office of a Government Entity and; • following due diligence to confirm the entity receiving the contribution will not funnel funds to an elected official or candidate of a Government Entity.

In order to make a donation in excess of $150 to a PAC (subject to federal election law limits), the Pantheon Associate must certify to the following: • Pantheon and/or its covered associates do not “control” the PAC (meaning the associate does not have the ability to direct or cause the direction of the governance or the operations of that PAC); • The contributions do not violate the rule’s prohibition on doing indirectly what you can’t do directly; meaning, this contribution is not part of a chain of contributions through PAC(s) made for the purpose of avoiding the pay to play rule

I, {name} hereby certify that I do not control {Name of PAC} and the {amount $$} contribution that I am making to {Name of PAC} is not part of a chain of contributions through this PAC made for the purpose of avoiding the pay to play rule.

(Print Name) (Signature) (Date)

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CODE OF ETHICS

AMG Funds LLC AMG Distributors, Inc.

October 2018

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Introduction and Standards of Conduct 4 Personal Trading Policies 7 Pre-Clearance Requirement 7 Pre-Clearance Procedures 7 Prohibited Sales 8 Limited Offerings 8 Non-Discretionary Accounts 8 Brokerage Account Reporting 9 Frequent Trading 9 Non-Volitional Trading 9 Bitcoin/Cryptocurrency Investing 9 Sanctions for Personal Trading Violations 11 Employee Reporting and Certification Requirements 12 Quarterly Certification of Personal Securities Transactions 12 Quarterly Certification of Brokerage Accounts 12 Initial and Annual Certification of Holdings Reports 12 Initial and Annual Certification of Code of Ethics 12 Initial and Annual Certification of Compliance Manual 13 Initial and Annual Certification of AMG’s Insider Trading Policy 13 Insider Trading 14 Material Non-Public Information 14 Investment Information Relating to Clients is Inside Information 14 Sanctions and Penalties 15 Sharing or Using Investment-Related Information 16 Information Barriers 16 Special Note Regarding False Rumors and Other Abusive Market Activity 16 General Business Conduct and Avoiding of Conflicts of Interest 17 Gifts and Gratuities (“Gifts”) 17 Business Entertainment 18 Outside Sponsor Requirements 18 Outside Business Activities 19 Political Campaign Contributions 19 Marketing and Sales Activities 19 Exemptions 20 Investigation and Sanctions 21 Retaliation 22 Guidance 22 Ethics Training Requirements 23

For Internal Use Only - AMG Funds LLC 2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit A — Definitions 25 Exhibit B — Initial and Annual Holdings Certification Form 28 Exhibit C — Special Request Form – Personal Securities Transaction Approval 29 Exhibit D — Personal Securities Pre-Clearance/Reporting Requirements 30

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Introduction and Standards of Conduct

Introduction AMG Funds LLC (“AMGF” or “Firm”) has adopted this Code of Ethics (“Code”) in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act of 1940 as well as in accordance with FINRA Rule 2010, which applies to AMG Distributors, Inc. (“AMGDI”), AMGF’s wholly owned subsidiary and broker-dealer and distributor for The AMG Funds family of mutual funds (the “AMG Funds”) and for Mutual Funds sponsored by Affiliates of AMGDI (“Affiliate Mutual Funds”). AMGDI also serves as placement agent for certain private funds sponsored by AMG Affiliates (each, a “Private Investment Fund”). AMGF is also a Commodity Futures Trading Commission (“CFTC”) /National Futures Association (“NFA”) registrant and as required by the CFTC (under Rule 180.1) this Code is designed to reasonably satisfy the CFTC’s prohibition on Market Manipulation. Please see the AMGF’s CFTC/NFA Compliance Manual for additional information. AMGF has developed this Code to promote the high standards of ethical conduct among our officers and Employees. Additionally, AMG Funds maintain a Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended, with respect to certain types of personal securities transactions and to establish reporting requirements and enforcement procedures with respect to such transactions. One of the Firm’s most important assets is our reputation for honesty, integrity and professionalism. The responsibility for maintaining that reputation rests with each AMGF Employee. This shared commitment underlies our success as individuals and as a business. The Code contains procedural requirements that Employees must follow to meet certain regulatory and legal requirements as well as ethical standards. Our procedures: • Address trading policies applicable to Employees’ personal investments; • Define confidentiality expectations and “non-public information” and set forth the parameters for appropriate use of this information; • Describe the procedures we have established for “information barriers,” which govern the dissemination of information outside of AMGF; and • Address general business conduct expected of Employees to avoid conflicts of interest or conduct that may put the Firm’s reputation at risk. The Code addresses the personal trading activities and other business-related conduct of AMGF Employees and registered representatives of AMGDI who (in certain instances) also are Employees of AMGF. The Firm’s Chief Compliance Officer (“CCO”), who is responsible for administering the Code, also may subject certain individuals, including (but not limited to) interns, co-ops, temporary employees, contract employees or independent contractors, to any part or all of the Firm’s Code, its requirements and provisions. Certain provisions of this Code also apply to “Immediate Family” of Employees where indicated. The CCO is responsible for administering the Code of Ethics and ensuring that Employees understand the Code. The CCO should encourage Employees to discuss questions of business ethics or practices at any time they arise and to surface potential questions before any action is taken in order to prevent actual or apparent conflicts of interest. The CCO shall review the adequacy of the Code and the effectiveness of its implementation at least annually.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Contractors and Interns AMGF may from time to time hire contractors, interns and other temporary workers (collectively referred to as a “Contractor”). An AMGF employee in the Human Resources department will notify Compliance if any Contractors will be used by AMGF and indicate his or her anticipated length of stay, where he or she will be located and their responsibilities. Based upon this description, the CCO (or his designee) will determine the extent to which this Code applies to such Contractor. Generally, all Contractors will be required to complete Compliance training, which includes a discussion of the Code. However, a Contractor who is not expected to become an Employee, or whose stay is not expected to exceed six (6) consecutive months, will generally not be subject to the Employee Reporting and Certification Requirements. If a Contractor becomes an Employee or his or her length of stay exceeds six (6) months then the Contractor will be treated as an Employee for purposes of the requirements under the Code. The Standards of Conduct addressed in the Code apply to all Employees and Contractors. All new Employees and Contractors receive training related to this Code.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Standards of Conduct AMGF expects Employees to conduct themselves in an ethical manner and consistent with all applicable fiduciary and legal obligations. As a “fiduciary”, the Firm owes our clients a duty of care, loyalty, honesty, good faith, and fair dealing to always act in the best interests of our clients. Thus, we must place the interests of our clients first at all times, and over the interests of the Firm. AMGF expects all Employees to: • Act with integrity, competence and dignity, and in an ethical manner when dealing with the public, clients, prospects, and fellow Employees. • Adhere to the highest standards with respect to any potential conflicts of interest with client accounts. Simply stated, no Employee should ever enjoy an actual, apparent or perceived benefit to the detriment of the account of any client. • Preserve the confidentiality (and privacy) of information they may obtain in the course of our business and to use such information properly and in no way adverse to our clients’ interests, subject to the legality of such information. • Conduct their personal financial affairs in a prudent manner, avoiding any action that could compromise in any way their ability to deal objectively with clients. • Exercise reasonable care and professional judgment to avoid engaging in actions that put the image of the Firm or its reputation at risk. • Comply with all applicable federal securities laws and regulations. • Promptly report suspected material violations of the Code, including violations of securities or other laws, rules and regulations applicable to our business to the CCO. While it is not possible to specifically define and prescribe rules addressing all possible situations in which conflicts may arise, this Code sets forth the Firm’s policy regarding those situations in which conflicts are most likely to develop.

Failure to comply with the Code may result in disciplinary action, including but not limited to a warning, fines, disgorgement of profits, suspension, demotion, or termination of employment. Violations also may result in referral to civil or criminal authorities where appropriate.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Personal Trading Policies

Employees must avoid any actual or apparent conflict with securities transactions contemplated or being conducted by AMG Affiliates for their clients. Accordingly, Employees should not make direct personal investments in publicly-traded securities for any account over which they exercise control or receive direct or indirect benefit from investments in securities including direct investment in stocks, bonds and derivatives on these instruments, whether through an initial public offering or not. Investments in securities through mutual funds or other private and public pooled vehicles, or through a non-discretionary account, are permitted. Exemptions to this policy may be granted by the CCO with prior approval. Any employee who receives such an exemption must receive pre-clearance approval, as described below, before they may initiate any transaction(s). The CCO or his designee may from time to time direct a review of employee personal trading to ensure compliance with this policy.

Employees may purchase the following: • Direct obligations of the U.S. Government • Money market instruments, including bankers’ acceptances, bank certificates of deposits, commercial paper and high quality short-term debt instruments • Shares issued by open-end mutual funds, closed-end funds*, ETFs, ETNs, other private or public pooled vehicles, including collective investment trusts, unit trusts • Section 529 Savings Plans • Municipal Bonds • Securities of Affiliated Managers Group, Inc. (AMG)* • Public stock, pursuant to employer stock options/grants*, and • Through any account where the employee does not have discretion or control over the investments, including separately managed accounts.

* Requires pre-clearance If the Legal and Compliance team (“Compliance”) should determine that an Employee’s personal trade(s) gives the appearance of impropriety (such as front-running or market-timing), Compliance may require the Employee to sell the security or securities and disgorge any profits earned to a designated charity of the Firm’s choice. Factors that may be considered in determining whether an Employee must sell his or her security include but may not be limited to: the frequency of occurrence, the degree of personal benefit to the Employee, and/or the degree of conflict of interest.

Note: Employees should refer to Exhibit A – Definitions for a Description of Terms.

Pre-Clearance Requirement Employees are required to pre-clear all personal securities transactions in Reportable Accounts prior to selling any security, except for those securities specifically exempted from pre-clearance in this Code. Employees should refer to Exhibit D - Personal Securities Pre-Clearance and Reporting Requirements or contact Compliance for a list of securities exempted from pre-clearance.

Pre-Clearance Procedures Employees must use the Employee Personal Trading and Certification System (“Personal Trading System” or “System”) to obtain pre-clearance of personal trades that are permitted under the Code. The Personal Trading System, which enables Employees to submit personal trade pre-clearance requests prior to execution, is accessible through the AMGF intranet (and also the

For Internal Use Only - AMG Funds LLC 7

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document internet) 7 days a week/24 hours a day. Please Note: While the system can be accessed at any time, pre-clearance requests are only reviewed during the normal hours of market operation. Therefore, for any pre-clearance requests entered into the system prior to market open (or after market close), Employees may experience a longer waiting period between submission and notification than if the request was submitted during normal market hours. Employees should remember that pre-clearance is good only for the date approved.

Employees who experience technical difficulties with the System should contact Compliance for assistance. If a technical problem cannot be resolved in a timely manner, Compliance may ask the Employee to use the form, Exhibit C - Special Request Form - Personal Securities Transactions Approval posted on the Compliance section of the AMGF intranet. In no instance should an Employee trade a security that requires pre-clearance prior to obtaining said pre-clearance.

Prohibited Sales In addition to being prohibited from making any direct personal investments in publicly-traded securities, including stocks, bonds and derivatives on these instruments, Employees are prohibited from selling any security where AMGF may have access to trade information about that security, as described below. 1. Restrictions Regarding Mutual Fund Subadvisor Trading Information. In cases where the Firm has access to information regarding active or planned trading activity by a Subadvisor to the AMG Funds, Employees are prohibited from selling a security if, during the prior three (3) business days (starting from the date that Mutual Fund Subadvisor’s trading data is received by AMGF), a Mutual Fund Subadvisor has traded in the security for any Reportable Fund. 2. Restrictions Regarding Private Investment Funds sponsored by AMG Affiliates or Certain Third Party Private Funds. In cases where the Firm has access to information regarding active or planned investment activity by an affiliated advisor to a Private Investment Fund or a third party private fund, Employees are prohibited from purchasing or selling a security involved in such activity. In addition, Employees are prohibited from purchasing or selling a security if, during the prior three (3) business days (starting from the date that advisor’s investment data is received by AMGF) a Private Investment Fund or a third party private fund trades that security. Note: Only under special circumstances (e.g., estate liquidation, home purchase, or financial hardship) can an Employee sell a security that would otherwise be denied. “Special Requests” must be submitted via Exhibit C - Special Request Form – Personal Securities Transaction Approval and require written approval from Compliance.

Limited Offerings Employees may not acquire or sell securities in a Limited Offering without prior approval from Compliance. Employees seeking approval should submit Exhibit C - Special Request Form – Personal Securities Transaction Approval. Approvals for transactions in Limited Offerings may not be submitted through the Personal Trading System. Employees interested in participating in a Limited Offering should contact the CCO or designee for further guidance on obtaining approval. Additionally, Employees who acquire securities in a Limited Offering should review the section below entitled “Frequent Trading” regarding additional stipulations that may affect their desire to participate in these types of offerings.

Non-Discretionary Accounts Trading activity through an account for which an Employee does not have any authority to trade or to exercise discretion is not subject to pre-clearance and reporting requirements of the Code. This would include, for example, blind trusts or brokerage accounts where the Employee cannot

For Internal Use Only - AMG Funds LLC 8

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document exercise trading authority. Employees are required to provide Compliance with a copy of the investment management agreement or similar document that evidences assignment of investment discretion to a third party. If a copy of the required documentation is not provided to Compliance, the Employee will be considered to have discretion, and thus, subject to pre-clearance and reporting requirements. In addition, Compliance may periodically ask Employees who have disclosed a non-discretionary (managed) account, and/or the broker(s) who administers this account, to submit certifications regarding the employee’s trading authority or influence over the account.

Brokerage Account Reporting Employees must disclose all Reportable Accounts (i.e., accounts in which there is direct or Beneficial Ownership) to the CCO. Employees must disclose any newly opened Reportable Account within 10 calendar days by disclosing such account in the Personal Trading System. All Reportable Accounts must also be disclosed prior to the Employee executing any trades in the new account. In addition, Employees must authorize the broker-dealer to send duplicate copies of trade confirmations and periodic statements (either electronically or by hard copy) for all Reportable Accounts directly to Compliance. All Employees are limited to opening and maintaining personal brokerage accounts with select brokerage firms (“Designated Brokers”) unless granted an exception from the CCO. Personal securities transactions executed with these firms are updated electronically and monitored by Compliance through the Personal Trading System. A current list of Designated Brokers can be accessed on the AMGF intranet page or is available from Compliance. Employees should consult Compliance if they believe they have Reportable Accounts that cannot readily be maintained with a Designated Broker (e.g., family trust account, stock certificates held in paper form or 529 plans).

Frequent Trading In general, AMGF defines frequent trading as the purchase and sale (or, sale and then repurchase of) a security within 30 calendar days of an initial transaction. Notwithstanding major market and/or security movements; only under limited and extraordinary circumstances (e.g., financial hardships, estate issues, etc.) may Employees of AMGF engage in frequent trading activity. Any such request must be approved by the CCO. Any profits realized in the purchase and sale, or sale and purchase, of the same (or equivalent) securities including ETFs within 30 calendar days on such short-term trades may be required to be disgorged to a charity selected by the CCO.

Non-Volitional Trading Purchases or sales of securities that are non-volitional (i.e., the employee has no control over the transaction in question) on the part of an employee (i.e., an assignment of options or exercise of an option at expiration) are not considered a violation of the Code of Ethics, as the employee is required to have obtained the necessary preclearance to enter into the contract prior to its commencement.

Bitcoin/Cryptocurrency Investing Employees are permitted to invest in cryptocurrencies such as bitcoin. Prior to engaging in any cryptocurrency trading, the employee must disclose in the Personal Trading System the account that the employee opened to engage in cryptocurrency investing. Investing in Initial Coin Offerings (ICOs) is prohibited.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document After disclosure of the account, an employee will not need to pre-clear any future cryptocurrency transactions within the account.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sanctions for Personal Trading Violations

If Compliance determines that a breach of these personal trading policies has occurred, it shall promptly document and discuss the issue with the Employee and the Employee’s immediate supervisor. Depending on the severity of the violation, sanctions, as determined to be appropriate, may be imposed. Sanctions may include, but are not limited to, the following: • Warning (verbal or written); • Reprimand; • Notice of violation to Employee’s supervisor; • Remedial compliance training; • Reassignment of duties; • Suspension of activities (e.g., one’s ability to trade for personal accounts); • Require the Employee to sell the security in question and disgorge all profits to a charity; • Require the trade to be broken (if not settled); • Monetary action (e.g., including a reduction in salary or bonus); • Suspension or termination of employment; or • A combination of the foregoing.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employee Reporting and Certification Requirements

Quarterly Certification of Personal Securities Transactions Employees are required to certify their personal securities transactions each quarter via the Personal Trading System. Compliance will notify Employees (via e-mail) of this certification requirement each quarter. Employees authorized to maintain accounts at a brokerage firm not included on the Designated Broker list must also ensure the Firm receives all quarterly brokerage statements for any Reportable Accounts maintained by them or their Immediate Family (including account statements for any Reportable Fund held outside of AMGF 401(k) plan). Certifications and all brokerage account statements must be submitted to Compliance by the date indicated by Compliance in its notification email as well as in the Personal Trading System.

Initial and Quarterly Certification of Brokerage Accounts Upon hire and on a quarterly basis, AMGF requires its Employees to certify as to their Reportable Accounts (i.e., their accounts and any accounts of their Immediate Family that hold or have the ability to hold Reportable Securities). Employees also should indicate Reportable Account(s) that they or their Immediate Family opened or closed during the quarter, which should be done via the Personal Trading System.

Initial and Annual Certification of Holdings Reports New Employees are required to disclose their Reportable Securities holdings (which include holdings of Reportable Accounts where the Employee has a direct or indirect Beneficial Ownership) promptly upon commencement of employment and on an annual basis thereafter: 1. No later than 10 calendar days after hire, and the information must be current as of a date no more than 45 calendar days prior to the Employee’s start date; and 2. At least once each 12-month period thereafter, and the information must be current as of a date no more than 45 calendar days prior to the date the report was submitted. All Employees are also required to complete an Annual Holdings Report each year (i.e., typically due by the end of January). A description of the Securities that must be reported on this certification is included in Exhibit D - Personal Securities Pre-Clearance and Reporting Requirements. Employees also are requested to provide the names of any brokers, dealers or banks at which the Employee held any Securities in which the Employee has direct or indirect Beneficial Ownership (i.e., not just those accounts where the Employee held Reportable Securities.)

Initial and Annual Certification of Code of Ethics Upon hire and at least annually thereafter, Compliance will provide Employees with a copy of AMGF’s current Code, including any amendments. Employees are expected to read the Code and will be asked to acknowledge that they: 1) understand their responsibilities under the Code; 2) recognize that the Code applies to them and may apply to their Immediate Family; and 3) agree to comply in all respects. Absent extraordinary circumstances, certifications typically are initiated and recorded through the Personal Trading System.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Initial and Annual Certification of Compliance Manual AMGF’s Compliance Manual contains the written compliance policies and procedures for the Firm and must be followed by all Employees in carrying out their responsibilities with AMGF. Employees receive a copy of the Compliance Manual in electronic format upon hire as well as in the event of a material change during the year and at least annually thereafter. Upon hire, Employees must acknowledge their receipt of the Compliance Manual and that they agree to abide by all requirements as set forth in the Manual. On an annual basis, Employees must reaffirm their ongoing compliance with the Firm’s policies and procedures. Absent extraordinary circumstances, certifications typically are initiated and recorded through the Personal Trading System. Copies of the Compliance Manual are available on the intranet at http://funds.amgconnect.amg-hq.com/managers/Home/comp/SitePages/Home.aspx, in the Personal Trading System and from the Legal and Compliance Department.

Initial and Quarterly Certification of Pay to Play Policy Upon hire and at least quarterly thereafter, Compliance will provide Employees with a copy of AMGF’s Political Contributions and Other Restricted Payment Policy (“Pay to Play Policy”). Employees are expected to read the Pay to Play Policy and will be asked to certify that they: 1) understand their responsibilities under the Pay to Play Policy; 2) recognize that the Pay to Play Policy applies to them; and 3) agree to pre-clear and/or disclose all political contributions and political activities required to be reported under the Pay to Play Policy. This certification is typically initiated and recorded through the Personal Trading System.

Initial and Annual Disclosure of Past Disciplinary Issues Upon hire and at least annually thereafter, AMGF requires its Employees to certify whether any of a list of certain “disqualifying” criminal or regulatory events applies to them. This certification is typically initiated and recorded through the Personal Trading System.

Initial and Annual Certification of AMG’s Insider Trading Policy Employees also are subject to AMG’s (corporate) Insider Trading Policy, which broadly prohibits the use of material, non-public information and also includes special procedures for personal securities transactions in AMG Securities. Employees are required to certify they have read and understand this policy upon hire and at least annually thereafter.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Insider Trading

Federal and state securities laws prohibit AMGF or its Employees from engaging in securities transactions for themselves or for others based on non-public or “inside information.” These laws also prohibit the dissemination of inside information to others who may use that knowledge to trade securities (so-called “tipping”). These prohibitions apply to all Employees and Contractors and extend to activities within and outside of Employees’ and Contractors’ duties at AMGF.

Material Non-Public Information AMGF’s policy, as well as AMG’s Insider Trading Policy to which Employees and Contractors also are subject, prohibit Employees and Contractors, while in possession of material, non-public information, from trading Securities or recommending transactions, either personally or on behalf of others (including private accounts), or communicating material, non-public information to others in violation of the federal securities laws. Information is defined as “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, disclosure of this information would be expected to have a substantial effect on the price of a company’s Securities. Material information can relate to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments. This list is not all inclusive but serves as an indication of what may constitute inside information. “Material” information may also relate to the market for a company’s Securities. Information about significant trades to be effected for AMGF’s client accounts may in some contexts be deemed as material inside information--for example, if AMGF or a subadvisor was expecting to generate a large trade in a security that has the potential to move the market’s pricing of that issue. This knowledge can be used to take advantage of price movements in the market that may be caused by the Firm buying or selling of specific Securities for its clients. Material nonpublic information also relates to Securities recommendations and client Securities holdings and transactions. Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public (e.g., press release, newspaper article, SEC filing, or announcement on a company website). Any Employee who believes that he or she has come into possession of material, non-public information about a certain company should immediately contact the CCO and refrain from disclosing the information to anyone else. The CCO will review the information and consult with counsel, if necessary, to determine whether the information is material and non-public. If deemed necessary, AMGF will place that company on a “Restricted List” in order to prohibit trading in any security of the company for Employee or client accounts. This list is confidential (and maintained by Compliance) and may only be disseminated to certain individuals whom the CCO, in conjunction with counsel, deems appropriate.

Investment Information Relating to Clients is Inside Information In the course of their employment, Employees may learn or obtain material non-public information about investment recommendations, trading, and holdings for client accounts or Reportable Funds. Using or sharing this information other than in connection with the performance of one’s duties for AMGF is considered acting on inside information and is therefore

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document strictly prohibited. Employees’ personal securities transactions must not be timed to precede orders placed for any Investment Adviser’s or client accounts, which could be considered as “front-running” or insider trading. AMGF has a fiduciary duty to its clients, and as such investment opportunities must be offered first to clients served by AMGF before the firm or its Employees or Contractors may act on them.

Sanctions and Penalties Transacting in securities while in possession of material non-public information or improperly communicating that information or other information considered inside information to others inside or outside AMGF may expose a person to stringent penalties. Regardless of whether a government inquiry occurs, AMGF views any violation of these procedures seriously. Such violations may constitute grounds for immediate dismissal. In addition, government authorities and regulatory bodies, such as the SEC and/or the U.S. Department of Justice, may impose penalties for violations of securities laws. These penalties may include: • Formal censure; • Monetary fines and/or disgorgement of profits; • Suspension from securities-related activities; • Disbarment from the securities industry; • Imprisonment; or • A combination of the foregoing.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sharing or Using Investment-Related Information

Information Barriers Information Barriers exist between the Employees of AMGF and Investment Advisers with whom AMGF has a business relationship (e.g., AMGF Affiliates). These barriers are designed to prevent the dissemination or misuse of inside, confidential and proprietary information. An Information Barrier prohibits the disclosure of non-public (i.e., inside), confidential and proprietary information that belongs to a company or its clients, to others. In this context, this information may include, but is not limited to, an adviser’s investment recommendations, portfolio holdings and actual or pending purchases or sales of securities. Employees are strictly prohibited from disclosing to or discussing with any person outside of AMGF, or any AMGF employee whose job duties are not pertinent to the discussion, securities being considered for accounts of clients of AMGF or an Investment Adviser with whom AMGF has a business relationship. If an Employee becomes aware of any instance where confidential trade information is communicated to AMGF or anyone outside of AMGF, the Employee must immediately report such instance to Compliance. Employees are strictly prohibited from trading in any security in which he/she has obtained knowledge that a particular security is being considered for purchase or sale by an Investment Adviser, any subadvisors, or other clients. Using or sharing this information with anyone inside or outside of AMGF (including family and friends), other than in connection with the investment of accounts of AMGF or any Investment Advisers with whom AMGF has a business relationship, is considered acting on inside information and is strictly prohibited.

Special Note Regarding False Rumors and Other Abusive Market Activity Employees should be aware that spreading false rumors or engaging in collusive activity to impact the financial condition of a security is strictly prohibited. Employees engaging in such activities may be subject to immediate termination in addition to civil and criminal prosecution. Failure to comply with these policies may result in adverse consequences for AMGF, its Employees, and the Investment Advisers with whom AMGF has a business relationship.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document General Business Conduct and Avoiding of Conflicts of Interest

AMGF is committed to the highest standards of business conduct. Therefore, Employees must always act in the best interests of clients and ensure their actions are professional and ethical at all times in order to protect the integrity of AMGF. Giving or accepting gifts, gratuities or entertainment in connection with an Employee’s employment as well as Employees’ participation in outside business activities can raise questions about their impartiality and ethical values.

In order to reduce the possibility of an actual, apparent or perceived conflict of interest, AMGF has adopted written policies and procedures relating to the giving and receiving of gifts. As a general matter, Employees may not accept gifts, gratuities, entertainment, special accommodations, or other things of material value that could influence the Employee’s decision-making or suggest that they are beholden to any particular person or firm. Similarly, an Employee should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client or other person feel beholden to an Employee or the Firm.

Gifts and Gratuities (“Gifts”) Neither AMGF nor any person associated with AMGF should, directly or indirectly, accept or give, pay or receive, or permit to be given or receive anything of value (such items being considered a “gift” for these purposes) in excess of $100 per individual per year (except as indicated below) from or to any person or firm in relation to or in connection with any business arrangements between the person or firm and AMGF or its Employees. Gifts of cash or securities or gift cards that may be redeemed for cash are specifically prohibited, even if below the $100 threshold. Permissible gifts given or received by any Employee in relation to Firm business need to be approved by the Employee’s supervisor and reported to Compliance and will be recorded on the Gift Log. In determining the value of a gift given or received, the Firm uses the higher of the gift’s cost or market value, exclusive of tax and delivery charges. When valuing tickets, the Firm uses the higher of the cost paid or face value of the ticket(s). If gifts are given to or received by multiple recipients, the names of individuals are to be recorded and assigned a value on a pro rata per recipient basis. Gifts given during the course of Business Entertainment are subject to the annual $100 limit per person. • Items Generally Excluded from Definition of Gift • Occasional meals, social gatherings or meetings held for business purposes; • Occasional invitations to regular season or other ordinary course sporting events; and • Items that are promotional in nature (e.g., pens, umbrellas, shirts, golf balls) inscribed with AMGF’s name, logo or brand with a value of less than $100 and not part of a gifting program.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • Special Note Regarding Gift Baskets While it may be customary to send gift baskets or other consumable food items, particularly during the holiday season, Employees are reminded that the value of the gift basket or other consumable gift sent should be considered in the $100 annual gift limit per person. Gift baskets also are subject to reporting requirements as described below. • Examples of Gifts Not Permitted Gifts that may give the appearance of impropriety or a quid pro quo (i.e., gifts to or from vendors or service providers that are excessive in cost or frequency or that otherwise would be considered inappropriate) are not allowed. Examples include, but are not limited to: • Transportation expenditures, such as airfare or rental car costs; • Hotel or other lodging accommodation expenditures; or • Tickets to major sporting events where the face value of the tickets exceeds the de minimis value noted above (e.g., Super Bowl tickets). • Employee Reporting of Gifts All Employees are required to report to Compliance gifts given or received. Compliance maintains a Gift Log not only to comply with FINRA rules for AMGDI-related activities, as applicable, but also to help ensure the Firm’s gift practices do not give rise to potential conflicts of interest. Note: AMGF Employees who also are registered representatives of AMGDI should refer to AMGDI’s Supervisory Procedures Manual for all applicable policies.

Business Entertainment In order for entertainment to be considered a business expense rather than a gift, a representative of the firm providing the entertainment must personally host or be present at the event, and the event must not raise any issues of impropriety. Employees may not provide or accept extravagant, excessive, or overly frequent entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of AMGF. Employees may provide or accept a business entertainment event of reasonable value, such as dinner or a sporting event. Employees should seek prior approval from Compliance in circumstances where he or she is unsure about the value of proposed entertainment.

Outside Sponsor Requirements In addition, certain sponsor firms may have similar or additional restrictions and guidelines that may apply to AMGF Employees as described in the Compliance Manual. Employees must ensure they adhere to the more stringent requirements and obtain any required approvals. Employees also should refer to the Cash/Non-Cash Compensation Matrices available on the intranet or contact a member of Compliance. In addition to the requirements stated herein, registered representatives of AMGDI are required to also comply with the gifts and non-cash compensation policies maintained in AMGDI’s Supervisory Procedures Manual.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Outside Business Activities Outside business activities may give rise to potential conflicts of interest or the appearance of conflicts of interest or otherwise jeopardize the integrity or reputation of AMGF or any of its Affiliates. Prior to commencing with an outside business activity, an Employee must obtain approval from his or her supervisor and also notify Compliance so that they may review the proposed activity for potential conflicts and document required approvals. An Employee who wishes to engage in an Outside Business Activity must submit an Outside Business Activity Disclosure Form through the Personal Trading System to notify Compliance of the activity. Compliance will then obtain written approval from the Employee’s supervisor before it will consider approving the activity. Whether a particular outside activity may be approved will depend on a variety of factors including the extent to which the proposed activity could violate any law or regulation, interfere with an Employee’s responsibilities to AMGF, involve prolonged absences during business hours, or activities that actually compete or give the appearance of competing with AMGF’s interests. As a general matter, service with charitable organizations generally is permitted, subject to considerations related to time required during work hours, use of proprietary information and disclosure of potential conflicts of interest. Employees who engage in outside activities are not acting in their capacity as Employees of AMGF and may not use AMGF’s name in conjunction with their activity unless otherwise authorized by AMGF’s Executive Management and/or Compliance. Because of the high potential for conflicts of interest and insider trading, Employees may not serve on the board of directors or as an officer of any private or publicly traded company unless the appointment has been approved by AMGF’s Chief Operating Officer and CCO. In each case, a determination will be made based on consideration of whether the service poses a conflict with the interests of AMGF’s clients or business relationships. Note: As described in AMGDI’s Supervisory Procedures Manual, registered representatives of AMGDI must obtain written approval prior to commencing in any outside business activity and promptly disclose any changes to any outside business activities so that AMGDI can update the registered representative’s Form U-4 within the required timeframe.

Political Campaign Contributions Employees are prohibited from making gifts or contributions in the name of, or on behalf of the Firm to any political committee, candidate or party. Contributions are broadly defined to include any form of money, purchase of tickets, use of corporate personnel or facilities, or payment for services. Employees are prohibited from making any political contributions for the purpose of obtaining or retaining advisory contracts with government entities. Additionally, AMGF has implemented a separate Political Contribution or “Pay to Play” Policy that all Employees of the Firm must adhere to. This policy requires (among other duties) preclearance of political contributions to certain government entities that may have the ability to influence AMGF’s business or the Firm’s ability to solicit new business.

Marketing and Sales Activities Employees must ensure that all oral and written statements, including those made to clients, prospective clients, financial advisors, consultants, other intermediaries, or the media are professional, accurate, balanced, and not misleading in any way. Employees should use only pre-approved sales and marketing materials to describe AMGF, its Affiliates, or its products or services and are expected to adhere to the prescribed standards and Firm policies regarding all

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document communications with the public. (See also AMGF’s Communication Guidance available on the intranet and AMGDI’s Communication with the Public Supplement in the Supervisory Procedures).

Exemptions An Employee may submit to the CCO a request for an exemption from a particular provision of the Code for a hardship situation (e.g., unforeseen medical or other significant expenses or the purchase of a home) or other circumstances. All requests must be in writing and state the reasons for requesting an exemption. Any such request will require the approval of the CCO. Any such waiver request may be denied at the CCO’s sole discretion, and any such decision will be final. If the CCO approves an exemption, AMGF may require certain conditions to be met by the Employee in conducting the personal trade(s) to ensure that there is no actual or apparent conflict of interest created by the exemption. The CCO shall document in writing the decisions supporting all such approvals or denials to requests for hardship exemptions.

Reporting Potential Violations/Wrongdoing and Whistleblower Rules All personnel are required to act honestly and ethically in support of the culture of integrity that we have all fostered within our Firm. Since every employee is a valued member of the team which makes up our Firm, this broad requirement includes acting in what each individual believes to be the Firm’s best interest, which includes reporting any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by our Firm, any of our Employees, or any of our service providers. If our Firm’s management is unaware of such activities, these potential violations may ultimately have an adverse effect on all of us as members of this Firm. Accordingly, every employee of our Firm is required to report any potential violations of any applicable law, rule or policy, or other potential wrongdoing, including “apparent” or “suspected” violations, promptly to either the CCO, AMGF, Senior Counsel, AMGF, Head of Human Resources, AMGF, General Counsel, AMG or Deputy General Counsel, AMG. In addition, any supervisor who receives a report of a potential violation or wrongdoing must immediately inform the CCO. If the CCO is involved in the potential violation or wrongdoing, the employee may report the matter to any member of Executive Management, Senior Counsel, AMGF, General Counsel, AMG or Deputy General Counsel, AMG. Please also see “Whistleblower Rules” below for additional information on Whistleblower Rules. “Violations” should be interpreted broadly, and may include, but are not limited to, such items as: • noncompliance with laws, rules, and regulations applicable to the business of our Firm; • fraud or illegal acts involving any aspect of the Firm’s business; • material misstatements in regulatory filings, internal books and records, clients records, or reports; • activity that is harmful to clients, including any fund shareholders; and • deviations from required internal controls, policies and procedures that safeguard clients and the Firm. All such reports will be taken seriously, investigated promptly and appropriately, and treated confidentially to the extent permitted by law.

Communication Channels Any concerns or questions of officers or Employees regarding any violations of company policy, or any other complaints or concerns of conduct inconsistent with this Code or any similar written

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document policy of AMG Funds which an officer or employee does not feel comfortable addressing to a member of AMGF Executive Management as described above should be directed to AMG Funds as follows: • In a confidential memorandum marked “Private and Confidential” addressed to the attention of the General Counsel at Affiliated Managers Group, Inc., 600 Hale Street, Prides Crossing, Massachusetts 01965, which memorandum identifies the subject of the complaint and the practices of this code or other conduct inconsistent with this Code or any similar written policy of AMG Funds, providing as much detail as possible; and/or • By phoning the employee report line (the “Employee Reporting Line”) during regular business hours at (844) 319-9344. During this phone call, the complaining party should identify the subject of his or her complaint and the practices that are alleged to constitute a violation of this code or other conduct inconsistent with this Code or any similar written policy of AMG Funds, providing as much detail as possible. If an officer or employee does not feel comfortable submitting a complaint in accordance with the above procedures or does not believe that a previously submitted complaint was adequately addressed, the officer or employee may contact AMG Funds’ Executive Management directly by mail at the address set forth above in a confidential memorandum marked “Private and Confidential”. Please also see “Whistleblower Rules” below for additional information on Whistleblower Rules. Every officer and employee is required to report suspected violations of this Code, as well as any violation or suspected violation of any applicable law, rule or regulation governing AMG Funds in accordance with this Code. No person shall use the reporting channels in bad faith or in a false or frivolous manner.

Whistleblower Rules Nothing in this Code or in any other agreements you may have with AMG Funds is intended to or shall preclude or impede you from cooperating with any governmental or regulatory entity or agency in any investigation, or from communicating any suspected wrongdoing or violation of law to any such entity or agency, including, but not limited to, reporting pursuant to the “whistleblower rules” promulgated by the Securities and Exchange Commission (Securities Exchange Act Rules 21F-1, et seq.).

Investigation and Sanctions Potential violations shall be promptly investigated by the CCO and Executive Management. During the course of the investigation, the CCO or Executive Management will be in contact with the reporting employee, if the employee makes his or her identity known, to inform the employee of the status of the investigation. In addition, the reporting employee may check with the investigator on the status at any time. Following the Firm’s investigation, Employees who are deemed to have committed any violations or other wrongdoing may be subject to disciplinary action including, but not limited to: (i) having the Employee’s employment responsibilities reviewed and changed, including demotion; (ii) oral or written reprimand; (iii) forfeit of any trading profits or other compensation or monetary benefits; (iv) suspension of personal trading privileges; (v) suspension of employment; and/or (vi) termination. Violations of the Code or these procedures may also result in criminal prosecution or civil action.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Retaliation Retaliation of any type against an individual who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a separate violation of the Code and these procedures. Furthermore, nothing in this Code or in any other agreements you may have with the Firm is intended to prohibit any protected communication with any governmental agency or similar entity.

Guidance All Employees are encouraged (and have the responsibility) to ask questions and seek guidance from the CCO (or his designee) or Executive Management with respect to any action or transaction that may constitute a violation and to refrain from any action or transaction which might lead to the appearance of a violation. The CCO (or his designee) will also provide periodic training to the Firm’s Employees, including Executive Management regarding the requirements of these policies and procedures.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Ethics Training Requirements The CFTC has issued guidelines that permit registrants such as the Firm to develop their own standards and such ethics training as they deem appropriate. The CFTC has released a Statement of Acceptable Practices that provides guidance as to the maintenance of proper ethics training procedures that would serve as a “safe harbor.” The CCO will monitor compliance with these requirements and will make arrangements sufficient to permit all registered Associated Persons (“AP”) of the Firm to remain in compliance.

The Firm is committed to operate with high ethical standards and is dedicated to meeting the requirements of the Statement of Acceptable Practices as issued by the CFTC. The Firm will treat all current and potential customers in a just and equitable manner and believes that professional ethics training programs are essential to the Firm’s business. The Firm believes that in order to be successful and provide our customers with the best possible service, our Employees must receive the proper training to stay abreast of new regulations and current events.

In order to establish a corporate culture of high ethical standards, the Firm’s APs will be required to complete ethics training on an initial and bi-annual basis. Ethics training will be provided as part of the Firm’s annual compliance training, which will be conducted as part of the Firm’s firm-wide training program or by an on-line training program.

The ethics training program will address the following topics, as they pertain to the Firm: 1. An explanation of the applicable laws and regulations and rules of self-regulatory organizations or contract markets and registered derivatives transaction execution facilities; 2. The registrant’s obligation to the public to observe just and equitable principles of trade; 3. How to act honestly and fairly and with due skill, care and diligence in the best interest of customers and the integrity of the markets; 4. How to establish effective supervisory systems and internal controls; 5. Obtaining and assessing the financial situation and investment experience of customers; 6. Disclosure of material information to customers; and 7. Avoidance, proper disclosure and handling of conflicts of interest.

In accordance with NFA and CFTC requirements, the Firm will maintain records of its ethics training on file for 5 years. Every year the training program will be reviewed and this plan will be modified as needed to ensure high ethical standards at the Firm, as well as compliance with the requirements of the Commodity Exchange Act.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBITS

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit A - Definitions

Affiliate For purposes of this Code, “Affiliate” generally means any firm under common control of Affiliated Managers Group, Inc.

Affiliated Managers Group, Inc. Affiliated Managers Group, Inc. (“AMG”) is AMGF’s parent and a publicly traded company. AMG holds equity investments in a group of boutique investment management firms (its “Affiliates”). AMGF is a wholly owned subsidiary and serves as the U.S. distribution platform of AMG.

Automatic Investment Plan A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

Beneficial Ownership An Employee is considered to have Beneficial Ownership in any transaction in which an Employee has the opportunity to directly or indirectly profit or share in the profits from the securities transacted. For purposes of the Code, you are presumed to have “Beneficial Ownership” in securities or accounts held by Immediate Family sharing your household.

Client Any corporate, advisory, investment company, individual or other account managed by and as to which investment advice is given by AMGF. AMGF also considers Affiliates’ client accounts for which AMGF provides trading support or other services to be Clients for purposes of this Code.

Code “Code” refers to AMGF’s Code of Ethics, unless otherwise noted.

Compliance Compliance refers to AMGF’s Legal and Compliance team.

Conflict of Interest A term used to describe the situation in which a person who, contrary to the obligation and absolute duty to act for the benefit of clients, exploits the relationship for personal benefit.

Designated Brokers Employees must maintain Reportable Accounts with select broker-dealers known as “Designated Brokers” unless granted an exception by the CCO.

Employee Any officer, director, or partner of AMGF or any person currently employed by AMGF on a full-time or part-time basis.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exchange-Traded Fund An Exchange-Traded Fund (“ETF”) is a security traded on a stock exchange that typically invests in the securities of companies that are included in a selected market index. Open-end ETFs are Reportable Securities but generally do not require pre-clearance. Closed-end ETFs are Reportable Securities and subject to pre-clearance. Employees can refer to financial websites such as CEF Connect at http://www.cefconnect.com/Default.aspx or Yahoo! Finance at http://finance.yahoo.com/ to determine whether an ETF is open-end or closed-end or can contact Compliance for assistance.

Fiduciary A “fiduciary” generally refers to an individual or entity with the legal authority and duty to make decisions regarding financial matters on behalf of the other party. Fiduciaries are required to act prudently and solely in the interest of a beneficiary or plan. For example, in instances where AMGF has investment discretion, AMGF is acting as a fiduciary.

Immediate Family For purposes of the Code, “Immediate Family” means any child, stepchild, foster child, grandchild, parent, stepparent, grandparent, spouse, domestic or civil partner, significant other, brother, sister, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law sharing the same household (including adoptive relationships) as well as any related or unrelated individual whose investments are controlled by the employee or any individual to whose financial support an employee materially contributes. Trustee or custodial accounts in which the employee has a financial interest, and other accounts or over which an employee has investment discretion, also are considered “Immediate Family” accounts.

Initial Public Offering An Initial Public Offering (“IPO”) is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

Limited Offering A Limited Offering, sometimes referred to as a “private placement” reflects a security offering that is exempt from registration under the Securities Act of 1933, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

Reportable Account A Reportable Account is any account held by an Employee or his or her Immediate Family at a broker, dealer or bank that holds or may hold a Reportable Security or Reportable Fund.

Reportable Fund A Reportable Fund is any fund for which AMGF serves as investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 or any fund whose investment adviser or principal underwriter controls AMGF, is controlled by AMGF, or is under common control with AMGF. A current list of Reportable Funds is available on the AMGF intranet or from Compliance.

Reportable Security A Reportable Security means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940 (“Advisers Act”), except that it does not include: (i) Direct obligations of the Government of the United States;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds (including AMG Funds money market funds (if applicable)); (iv) Shares issued by open-end funds other than Reportable Funds; or (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

Security Section 202(a)(18) of the Advisers Act defines a “security” as any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit B - Initial and Annual Holdings Certification Form

AMG FUNDS LLC Initial and Annual Holdings Report Certification

Hire Date (Initial Certification Only): Year Ending: Holdings as of:

I certify that I have received, read, understand, and agree to abide by AMGF’s Code of Ethics. I recognize that the Policies and Procedures described herein apply to me and agree to comply in all respects. I certify that I have reported all brokerage accounts and statements required to be reported under the Code. I also understand that AMGF will take appropriate disciplinary actions against me for violating such Policies as well as in the event of any other legal violations. Furthermore, I understand that any violation of the Code of Ethics may lead to serious sanctions, including dismissal from AMGF.

Please check the appropriate box. If applicable, please attach your statements. It may be appropriate to check both the First and Second boxes if you hold accounts or securities where Compliance does not receive a regular account statement (e.g., limited offerings, IPOs, or a former 401(k) account).

As of month/year-end date:

☐ I owned Reportable Securities*. Copies of all my statements are already submitted to Compliance. ☐ I owned Reportable Securities*. I have attached the statement(s) for the period ending [date]. ☐ I did not own any Reportable Securities*.

* See AMGF’s Code of Ethics for the definition of ‘security’ and ‘Reportable Security’.

As of , the following reflects any brokers, dealers or banks at which I held any securities** for my direct or indirect benefit.

Print Name

Signature Date

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit C – Special Request Form – Personal Securities Transaction Approval

EMPLOYEE NAME: DATE OF REQUEST:

☐ Request Due to Special Circumstances (e.g., estate liquidation, home purchase, or financial hardship) ☐ Request for Approval of Initial Public Offering1 or Limited Offering2 ☐ Request Due to Technical Difficulty with Personal Trading & Certification System

TYPE OF SECURITY

☐ Stock ☐ Option ☐ Closed-End ETF ☐ Bond ☐ Closed-End Fund ☐ Other:

TRANSACTION DETAIL

Security Name CUSIP/Ticker Number of Shares/Par Value Broker, Dealer or Bank Name Account Name Account Number

Transaction Requested ☐ Buy ☐ Sell

REASON FOR REQUEST

APPROVAL (Granted only for date approved)

Compliance Approval Date Approved

1 Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. 2 Limited offering means securities offering that is exempt from registration under the Securities Act of 1933, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

For Internal Use Only - AMG Funds LLC 29

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit D – Personal Securities Pre-Clearance/Reporting Requirements

You Must Pre-Clear and Report the Following Transactions:

• American Depository Receipts (ADRs) • Bonds (including Corporate Bonds and Government Agency Bonds, but Excluding Direct Obligations of the U.S. Government) • Closed-End Funds/Closed-End ETFs • Convertible Securities • Interests in Oil or Gas Partnerships • Limited Offerings3, Limited Partnership Interests, or Limited Liability Company Interests (including those pertaining to hedge funds or private equity funds) • Options and Futures (Including options on ETFs) • Preferred Securities • Rights or Warrants • Single Stock Futures • Stock grants/options on company securities • Stocks

You Must Report (but Not Pre-Clear) the Following Transactions:

• Corporate Actions (splits, tender offers, mergers, stock dividends, etc.) • Gifts of Securities • Open-End Exchange-Traded Funds (ETFs) and Exchange-Traded Notes (ETNs) • Municipal Bonds • Stock Purchase Plan Acquisitions • Reportable Funds

You Do Not Need to Pre-Clear or Report the Following Transactions:

• Bonds that are Direct Obligations of the U.S. Government • Automatic Investment Plans (e.g., Employee Stock Ownership (ESOP) Plan or Dividend Reinvestment Plan) • Bankers’ Acceptances • Bank Certificates of Deposit • Commercial Paper • High Quality Short-Term Debt Instruments (including repurchase agreements) • Money Market Funds • Open-End Mutual Funds other than Reportable Funds • Unit Investment Trusts (UITs) invested in one or more open-end funds (other than Reportable Funds)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The preceding may not include all securities types and is subject to change.

3 Limited offering means a securities offering that is exempt from registration under the Securities Act of 1933, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

For Internal Use Only - AMG Funds LLC 30

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

May 10, 2019

Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Re: AMG Pantheon Fund, LLC (the “Fund”) (File Nos. 333-224873 and 811-22973)

Ladies and Gentlemen: We are filing today via EDGAR Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 12 to the Registration Statement on Form N-2 pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”) on behalf of the Fund, a Delaware limited liability company.

No fees are required in connection with this filing. Please direct any questions or comments regarding this filing to the undersigned at (617) 951-7326. Thank you for your attention in this matter.

Very truly yours,

/s/ Nathan D. Somogie Nathan D. Somogie, Esq. cc: Mark Duggan, AMG Funds LLC Gregory C. Davis, Esq.

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