Filed Pursuant to Rule 424(B)(3) File Nos. 333-238184 and 811-22973 AMG PANTHEON FUND, LLC Supplement Dated January 19, 2021
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Filed pursuant to Rule 424(b)(3) File Nos. 333-238184 and 811-22973 AMG PANTHEON FUND, LLC Supplement dated January 19, 2021 to the Class 1 Prospectus, dated July 31, 2020 (as revised August 14, 2020) The following information supplements and supersedes any information to the contrary relating to AMG Pantheon Fund, LLC (the “Fund”) contained in the Fund’s Class 1 Prospectus (the “Prospectus”), dated and revised as noted above. Within the “Application for Investment” section, the first paragraph in the subsection titled “Eligible Investors” on page 77 is hereby deleted and restated as follows: 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 or spousal equivalent), 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 or spousal equivalent 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, a natural person who holds in good standing certain qualifying (as designated by the Commission) professional certifications, designations or credentials, 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. PLEASE KEEP THIS SUPPLEMENT FOR FUTURE REFERENCE Filed pursuant to Rule 497(e) File Nos. 333-238184 and 811-22973 PROSPECTUS AMG Pantheon Fund, LLC CLASS 1 UNITS July 31, 2020 (As revised August 14, 2020) 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 Class 1, Class 2, Class 3, Class 4 and Class 5 units of beneficial interest. The Fund has registered under the Securities Act of 1933, as amended (the “Securities Act”), $500,000,000 in units of beneficial interest for sale under the registration statement to which this prospectus (the “Prospectus”) relates. This Prospectus offers Class 1 units of beneficial interest of the Fund (the “Units”). Class 2, Class 3, Class 4, and Class 5 units of beneficial interest of the Fund are offered in a separate prospectus. You may call BNY Mellon Investment Servicing (US) Inc., the Fund’s transfer agent (the “Transfer Agent”), at (877) 355-1566 to obtain more information concerning the Fund’s Class 2, Class 3, Class 4, and Class 5 units, including the prospectus for such units. 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(2) Amount Invested at Per Class 1 Unit(1) At Current NAV Current NAV Total, including Class 2, Class 3, Class 4 and Up to $500,000,000 Up to $500,000,000 (3) Class 5 units of the Fund (1) The Class 1 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 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. (3) Total proceeds to the Fund assume the sale of all Units registered under the registration statement to which this Prospectus relates. P090-0820 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 July 31, 2020, as revised or supplemented from time to time, 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 99 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 the Transfer Agent 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 “SEC”), 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 - 2 - 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 $50,000 for the Class 1 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.