AMG Pantheon Fund Private Equity—An Alternative Path to Equity Investing What Is Private Equity?

AMG Pantheon Fund Private Equity—An Alternative Path to Equity Investing What is private equity?

Private equity refers to investments in public and non-public companies or assets through privately negotiated transactions.

The typical investment life cycle is:

Investment w Private equity funds invest directly into private companies or conduct buyouts of public companies that result in a delisting of public equity. The majority of these controlling interests are funded through debt; the rest of the purchase price comes from the fund’s own capital. Improvement w Private equity managers seek to acquire quality assets at attractive valuations and use their expertise to improve portfolio companies’ financial results and value. This is generally done by implementing operational, financial and management changes.

Exit w Returns on private equity generally occur as a result of an asset’s merger or sale, an initial public offering or a recapitalization. These “exits” allow private exit managers to cash out and realize potential gains.

PAGE 2 | AMG PANTHEON FUND Private equity—in a class by itself

Top performing asset class w Private equity has outperformed stocks, Private equity’s history of outperformance bonds and REITs over the past 10 years. 10 years ending December 31, 2016 w A fast growing asset class offering a large universe of investment opportunity, private equity assets under management are now Listed Equity | 7.42% at $2.4 trillion, a new high as of June 2015.1

1 Source: 2016 Preqin Global Private Equity & Venture Capital Report. % Source: Bloomberg. Investment returns 10 years ended December 31, 2016. Fixed Income | 5.13 Listed equity, fixed income, private equity and real estate are respectively represented by the following indices: S&P 500, Bloomberg Barclays Aggregate U.S. Bond Index, Cambridge Associates U.S. Private Equity, % Dow Jones U.S. Select REIT. Please see index descriptions at the end of Private Equity | 10.85 this brochure. Indices are unmanaged, do not incur expenses, and are not available for investment. Returns are calculated as a 10-year average ended December 31, 2016. The chart is for illustrative purposes only. The appropriateness of private equity for any individual portfolio will vary. Real Estate | 6.86% Index performance is not representative of the Fund’s performance. Please call 800.835.3879 or visit our website at www.amgfunds.com/pantheon to obtain Fund performance information. Past performance is no guarantee of future results. 0 2 4 6 8 10 12 2009 2010 2011 2012 2013 2014 Returns (%)

10.0 Embraced by institutional investors Institutional allocations to private equity w U.S. public pensions have long been 9.5 investing in private equity and most have steadily increased their target allocations over time—the average public fund now 9.0 2 targets an 8.3% allocation 8.5 8.5 8.3 w Large endowments such as Harvard, 8.5 Stanford and Yale have invested in 8.1 8.3 private equity for decades, with current

Target Allocation (%) Target 7.8 7.8 target allocations of 20%, 23% and 31%, 8.0 3 respectively . 7.5 7.5

2 Source: Preqin, July 11, 2017. 7.5 3 Source: Harvard 2016, Stanford 2016, Yale 2016. Chart is for illustrative purposes only. Individual asset allocation will vary. Individuals must determine the percentage of allocation to private equity based on their individual portfolio. 7.0 2009 2010 2011 2012 2013 2014 2015 2016 2017 U.S. Public Pension Funds’ Average Target Private Equity Allocation

AMG PANTHEON FUND | PAGE 3 Why professional management?

Professional management for a complex asset class w A large opportunity set of private equity investments exists across a range of maturity stages (venture capital, growth capital, mezzanine, special situations, buyout), as well as for differing vintages, industries and geographies. w Much of the information needed to evaluate private equity managers is not publicly available. A professional manager’s relationships within the industry—and the access to the information sources they provide—is critical for investment success. w Significant dispersion exists between the top and bottom performing private equity managers. Professional management is important for selecting strong performing private equity managers as investment targets.

Manager selection is important—wide gap exists between strongest and weakest private equity performers w The difference in performance results between top and bottom quartile investment managers (performance “spreads”) can vary significantly by asset class. w 1st quartile private equity managers outperformed those in the 4th quartile by over 13% over the past ten years–this is a dramatically wider performance spread than for public market funds where spreads have averaged about 2% or less. w For this reason, expertise in identifying strong managers and avoiding weak ones is particularly important when investing in private equity.

Performance spreads between 1st and 4th quartile managers—Ten years ended 12/31/16 15

12 13.00%

9 Spread (%) Spread Performance 6

% 2.01% 1.75% 2.22 0 Private Equity U.S. Small-Cap Public Equity U.S. Large-Cap Public Equity U.S. Bond

Source: Thomson Reuters, Morningstar Direct. Private Equity returns are based on the Cambridge Associates U.S. Private Equity Index for all vintage years from 2006-2016. Please see index description at the end of this presentation. U.S. Small-Cap Public Equity, U.S. Large-Cap Public Equity and U.S. Bond are based on the following Morningstar categories: U.S. Small-Cap Public Equity—Small Blend, Small Growth, and Small Value. U.S. Large-Cap Public Equity—Large Blend, Large Growth, and Large Value. U.S. Bond—U.S. Taxable Bond category. Index performance is not representative of the Fund’s performance. Please call 800.835.3879 or visit our website at www.amgfunds.com/pantheon to obtain Fund performance information. Past performance is no guarantee of future results.

PAGE 4 | AMG PANTHEON FUND AMG Pantheon Fund

Delivering private equity access alongside institutional clients

Single-allocation solution for private equity investing Simplified access to the asset class w With its multi-manager structure, the AMG Pantheon Fund w Available to accredited investors1

is designed to offer a complete investment solution in the w Low investment minimum, from $25,000 asset class through a single investment. w Monthly valuations and subscription periods w The Fund seeks diversification across manager, w Perpetual life stage, vintage, industry and geography by targeting opportunities across the private equity universe—in w No capital calls2 primary funds, secondaries and co-investments. w 1099 tax reporting w Professional portfolio management includes a rigorous w ERISA eligible manager selection process, and ongoing investment monitoring and risk management.

AMG Pantheon Fund takes into account key private equity diversifiers:

The first year a private equity fund Stage Vintage Vintage makes a portfolio company investment

Industry Industry sectors Portfolio Geography Global regions Manager Industry Investment managers Manager (General Partners)

Geography Private equity investments’ Stage stages of maturity

Private equity diversification Diversification does not guarantee a profit or protect against a loss in declining in one allocation markets.

1 Accredited Investor has the meaning set out under the Securities Act of 1933. 2 A capital call is a request for funds issued to limited partners when the general partner has identified a new investment and a portion of the limited partner’s committed capital is required to pay for that investment.

AMG PANTHEON FUND | PAGE 5 Why Pantheon?

A global leader in private equity fund investing

About Pantheon

Founded in 1982, Pantheon manages AUM of over $36 billion1, and is a leading global private equity fund investor, managing private Leadership Experience Results equity funds and separate account programs for investors around the world. The firm’s long-term presence Over 34 years of Exclusively focused Disciplined, long- in Europe, the U.S. and Asia has providing innovative on private equity term investment allowed the team to develop an private equity investing process incorporates extensive network of relationships investment solutions to rigorous due diligence Manages global for rigorous on-site due diligence institutional investors and ongoing risk primary, secondary, and ongoing investment monitoring. management Global footprint co-investment and Pantheon is a trusted partner to over includes deep infrastructure private Strong track record2 400 institutional investors across the resources in The equity programs of delivering results for globe, including public and private Americas, Europe and institutional investors pension plans, insurance companies, Asia banks, endowments and foundations.

1 $36.1B AUM as-of December 31, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function. 2 Past performance is no guarantee of future results.

London | San Francisco | Hong Kong | New York

PAGE 6 | AMG PANTHEON FUND Disclosures Investors should carefully consider the Fund’s investment objectives, risks, 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, charges and expenses before investing. For this and other information, including the risk of losses in excess of the amounts invested. please call 800.835.3879 or visit www.amgfunds.com/pantheon for a free • An Investment Fund manager’s investments, depending upon strategy, may be in companies prospectus. Read it carefully before investing or sending money. whose capital structures are highly leveraged. Such investments involve a high degree of risk This document is not an offer to sell securities issued by AMG Pantheon Fund, LLC (the “Fund”). in that adverse fluctuations in the cash flow of such companies, or increased interest rates, Investors should consider the Fund’s investment objective, risks, charges and expenses may impair their ability to meet their obligations, which may accelerate and magnify declines carefully before investing. in the value of any such portfolio company investments in a down market. All investors in the Fund must be “Accredited Investors,” as defined in Regulation D under the • Fund investors will bear multiple layers of fees and expenses: Asset-based fees and expenses Securities Act of 1933. The Fund is a non-diversified, closed-end investment company designed at the Fund and the Master Fund level, and asset-based fees, carried interests, incentive for long-term investors and not as a trading vehicle. The Fund has limited operating history allocations or fees and expenses at the Investment Fund level. upon which investors can evaluate potential performance. • The Master Fund is a non-diversified fund, which means that the percentage of its assets that The Fund differs from open-end investment companies in that investors do not have the right may be invested in the securities of a single issuer is not limited by the 1940 Act. As a result, to redeem their units on a daily basis. Instead, repurchases of units are subject to the approval the Master Fund’s investment portfolio may be subject to greater risk and volatility than if of the Fund’s Board of Directors. The Fund’s units represent illiquid securities of an unlisted investments had been made in the securities of a broad range of issuers. closed-end fund, are not listed on any securities exchange or traded in any other market, and • Fund investors will have no right to receive information about the Investment Funds or are subject to substantial limitations on transferability. LIQUIDITY IN ANY GIVEN QUARTER IS Investment Fund managers, and will have no recourse against Investment Funds or their NOT GUARANTEED. YOU SHOULD NOT INVEST IN THE FUND IF YOU NEED A LIQUID INVESTMENT. Investment Fund managers. The Fund will invest substantially all of its assets in AMG Pantheon Master Fund, LLC (the • Each of the Fund and the Master Fund intend to qualify as a Regulated Investment Company “Master Fund”). This investment structure is commonly referred to as a “master-feeder” fund (“RIC”) under the Internal Revenue Code, but may be subject to income tax liability if it fails arrangement. The investment advisor of the Fund and the Master Fund is Pantheon Ventures so to qualify. (US) LP (the “Advisor”). The Master Fund is non-diversified, which means that it may be invested • Due to the nature of the Master Fund’s underlying investments and the difficulty of estimating in a relatively small number of underlying funds or portfolio companies, which subjects the income and gains, the Fund may be unable to accurately monitor compliance with investment Master Fund, and therefore the Fund, to greater risk and volatility than if the Master Fund’s company tax requirements and be liable for an excise tax. assets had been invested in a broader range of issuers. No assurance can be given that the Master Fund’s investment program will be successful. An investment in the Fund should be • The Master Fund invests in Investment Funds that are subject to risks associated with legal viewed only as part of an overall investment program. and regulatory changes applicable to private equity funds. An investment in the Fund is speculative and involves substantial risks. It is possible that • The Master Fund may invest a substantial portion of its assets in Investment Funds that follow investors may lose some or all of their investment. In general, alternative investments such as a particular type of investment strategy, which may expose the Master Fund, and therefore the private equity or infrastructure involve a high degree of risk, including potential loss of principal Fund, to the risks of that strategy. invested. These investments can be highly illiquid, charge higher fees than other investments, • The Master Fund’s investments in Investment Funds, and many of the investments held by and typically do not grow at an even rate of return and may decline in value. In addition, past the Investment Funds, will be priced in the absence of a readily available market and may performance is not necessarily indicative of future results. be priced based on determinations of fair value, which may prove to be inaccurate. Neither In addition to all of the risks inherent in alternative investments, an investment in the Fund the Advisor nor the Board of Directors of the Fund will be able to independently confirm the involves specific risks associated with private equity investing. Underlying funds and many accuracy of the Investment Fund managers’ valuations (which are unaudited, except at year- of the securities held by underlying funds may be difficult to value and will be priced in the end). This risk is exacerbated to the extent that Investment Funds generally provide valuations absence of readily available market quotations, based on determinations of fair value, which only on a quarterly basis. While such information is provided on a quarterly basis, the Fund will may prove to be inaccurate. Fund investors will bear asset-based fees and expenses at the Fund provide valuations, and will issue units, on a monthly basis. and Master Fund levels, and will also indirectly bear fees, expenses and performance-based • A private fund investment involves a high degree of risk. As such investments are speculative, compensation of the underlying funds. Underlying funds will not be registered as investment subject to high return volatility and will be illiquid on a long-term basis. Investors may lose companies under the Investment Company Act of 1940, as amended (the “1940 Act”), and the their entire investment. Master Fund’s investments in underlying funds will not benefit from the protections of the 1940 • Private equity fund managers typically take several years to invest a fund’s capital. Investors Act. The value of the Master Fund’s investments in underlying funds will also fluctuate and may will not realize the full potential benefits of the investment in the near term, and there will decline. likely be little or no near-term cash flow distributed by the fund during the commitment period. The Fund’s investment portfolio through the Master Fund will consist of primary and secondary Interests may not be transferred, assigned or otherwise disposed of without the prior written investments in private equity funds that hold securities issued primarily by privately held consent of the manager. companies (“Investment Funds”), co-investments, ETFs, cash and cash-equivalents. Many • Private equity funds are subject to significant fees and expenses, typically, management fees of such investments involve a high degree of business and financial risk that can result in and a 20% carried interest in the net profits generated by the fund and paid to the manager. substantial losses. Private fund investments are affected by complex tax considerations. INVESTMENT PROGRAM RISKS • Private equity funds may make a limited number of investments. These investments involve a high degree of risk. In addition, funds may make minority investments where the fund may not THE FUND’S PROSPECTUS PROVIDES A MORE COMPLETE DISCUSSION OF THE RISKS SUMMARIZED be able to protect its investment or control, or influence effectively the business or affairs of the BELOW. underlying investment. The performance of a fund may be substantially adversely affected by a • The Fund’s performance depends upon the performance of the Master Fund and the Investment single investment. Private fund investments are less transparent than public investments and Fund managers and selected strategies, the adherence by such Investment Fund managers to private fund investors are afforded fewer regulatory protections than investors in registered such selected strategies, the instruments used by such Investment Fund managers and the public securities. Advisor’s ability to select Investment Fund managers and strategies and effectively allocate • Private equity fund investors are subject to periodic capital calls. Failure to make required Master Fund assets among them. capital contributions when due will cause severe consequences to the investor, including • The Fund’s investment portfolio through the Master Fund will consist of (i) Investment Funds possible forfeiture of all investments in the fund made to date. that hold securities issued primarily by privately held companies, (ii) co-investments, and (iii) No assurance can be given that the Master Fund’s investment program will be successful. ETFs. Operating results for the portfolio companies in the Investment Funds and for the co- Accordingly, the Fund should be considered a speculative investment that entails substantial investments during a specified period will be difficult to predict. Such investments involve a risks, and a prospective investor should invest in the Fund only if it can sustain a complete high degree of business and financial risk that can result in substantial losses. loss of its investment. An investment in the Fund should be viewed only as part of an overall • The securities in which an Investment Fund manager may invest may be among the most investment program. junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. PLEASE SEE THE PROSPECTUS FOR A MORE COMPLETE DISCUSSION OF THE RISKS ASSOCIATED Generally, there will be no collateral to protect an investment once made. WITH INVESTING IN PRIVATE EQUITY AND ADDITIONAL SPECIFIC RISKS RELATING TO SECONDARY • Subject to the limitations and restrictions of the 1940 Act, the Fund and the Master Fund may INVESTMENTS, CO-INVESTMENTS AND ETFS. borrow money for investment purposes (i.e., utilize leverage), to satisfy repurchase requests Any statements regarding market events, future events or other similar statements constitute and for other temporary purposes, which may increase the Fund’s volatility. only subjective views, are based upon expectations or beliefs, should not be relied on, are • Subject to the limitations and restrictions of the 1940 Act, the Master Fund may use derivative subject to change due to a variety of factors, including fluctuating market conditions, and transactions, primarily equity options and swaps, for hedging purposes. Options and swaps involve inherent risks and uncertainties, both general and specific, many of which cannot transactions present risks arising from the use of leverage (which increases the magnitude of

AMG PANTHEON FUND | PAGE 7 About AMG Funds Disclosures (continued)

be predicted or quantified and are beyond the Fund’s control. Future events and actual The largest network of results could differ materially from those set forth in, contemplated by, or underlying these statements. In light of these risks and uncertainties, there can be no assurance that these institutional quality boutique statements are now or will prove to be accurate or complete in any way. No representation is made that the Fund’s or the Master Fund’s investment process or investment objectives investment solutions through a will be or are likely to be successful or achieved. single point of access Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. The general opinions and information contained herein should not be acted or relied upon by any person without obtaining specific and relevant legal, tax, securities or investment advice. The information in this document is supplied by Pantheon Ventures (US) LP, an affiliate of More than 100 actively managed AMG Funds LLC. AMG Funds LLC does not guarantee the accuracy of such information, but products covering the risk believes it to be reliable. Additional information is available upon request. Investment products are not FDIC insured, are not bank guaranteed and may lose value. spectrum for investors searching AMG Pantheon Fund is distributed by AMG Distributors, Inc., a member of FINRA/SIPC. beyond the index AMG Distributors, Inc. is a wholly owned subsidiary of Affiliated Managers Group (“AMG”) and Pantheon Ventures (US) LP is majority owned by AMG. INDEX DESCRIPTIONS Unlike the Fund, indices are unmanaged, are not available for investment, and do not incur expenses. The unrivaled insights of over The S&P 500 Index is a capitalization-weighted index of 500 stocks. The S&P 500 Index is designed to measure performance of the broad domestic economy through changes in the 30 independent and autonomous aggregate market value of 500 stocks representing all major indices. The S&P 500 Index is investment managers proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved. The Bloomberg Barclays U.S. Aggregate Bond Index is an index of the U.S. investment-grade fixed-rate bond market, including both government and corporate bonds. The Dow Jones U.S. Select REIT Index measures U.S. publicly traded Real Estate Investment Trusts. The Cambridge Associates U.S. Private Equity Index is based on data compiled from 970 U.S. private equity funds (buyout, growth equity, private equity, energy and mezzanine funds), including fully liquidated partnerships, formed between 1986 and 2010. The Cambridge Associates U.S. Private Equity Index has limitations (some of which are typical to other widely used indices) and cannot be used to predict performance of the Fund. These limitations include survivorship bias (the returns of the index may not be representative of all private equity funds in the universe because of the tendency of lower performing funds to leave the index); heterogeneity (not all private equity are alike or comparable to one another, and the index may not accurately reflect the performance of a described style); and limited data (many funds do not report to indices, and the index may omit funds, the inclusion of which might significantly affect the performance shown).

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