AMG Pantheon Credit Solutions Fund Form N-2 Filed 2023-10-05

AS SOON AS PRACTICABLE AFTER THE DATE ON WHICH THIS REGISTRATION STATEMENT BECOMES EFFECTIVE

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.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

AMG Pantheon Credit Solutions Fund (the “Fund”) is a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a closed-end, non-diversified management investment company. The Fund operates as an “interval fund”. The Fund continuously offers its shares of beneficial interest (“Shares”). The Fund operates under an Agreement and Declaration of Trust dated [•], 2023 (the “Declaration of Trust”). The Fund’s investment adviser is Pantheon Ventures (US) LP (the “Adviser”). The Adviser is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. 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”).

Investment Objective and Principal Investment Strategy. The primary investment objective of the Fund is to generate attractive returns through a combination of current income distributions and total return.

Under normal market conditions, the Fund seeks to achieve its investment objective by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) directly or indirectly in credit securities. The Fund’s private credit investments will include corporate loan investments (“corporate loans”) that are made through a combination of: (i) secondary purchases of interests in private credit investment funds (private funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act (“Private Funds”)) and other private assets; (ii) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (iii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iv) purchasing asset-backed securities representing ownership or participation in a pool of direct loans; (v) investing in companies and/or Private Funds that primarily hold direct loans; (vi) investments in high yield securities, including securities representing ownership or participation in a pool of such securities; (vii) investments in bank loans, including securities representing ownership or participation in a pool of such loans; and (viii) special purpose vehicles (“SPVs”) and/or joint ventures that primarily hold loans or credit-like securities. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities. See “Investment Objective and Strategies – Investment Opportunities, Strategies and Process.” The Fund uses a “multi-lender” approach whereby the Adviser partners with a variety of corporate lenders (“Investment Partners”) to source investment opportunities for the Fund.

The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objective will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment. See “PRINCIPAL RISK FACTORS” BEGINNING ON PAGE 23.

Offering of Shares. This prospectus (the “Prospectus”) applies to the public offering of shares of beneficial interest (“Shares”) of the Fund, designated as Class S Shares, Class I Shares and Class B Shares. The Shares will be offered in a continuous offering. The Fund intends to apply for exemptive relief (the “Exemptive Relief”) from the Securities and Exchange Commission (the “SEC”) that, if granted, will permit the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees; there is no assurance, however, that the relief will be granted. At present, only Class S Shares are available for purchase. Upon receiving the Exemptive Relief, the Fund may also offer Class I Shares and Class B Shares. Class I Shares and Class B Shares will not be offered to investors until exemptive relief is obtained.

The Distributor is not required to sell any specific number or dollar amount of the Fund’s Shares, but will use its best efforts to solicit orders for the sale of the Shares. The Shares will generally be offered for purchase on any business day, which is any day the New York Stock Exchange is open for business, in each case subject to any applicable sales charges and other fees, as described herein. The Shares will be issued at net asset value per Share. The minimum initial investment in Class S Shares, Class I Shares and Class B Shares by any investor is $10,000,000, $1,000,000 and $50,000, respectively. However, the Fund, in its sole discretion, may accept investments below that minimum. No holder of Shares (each, a “Shareholder”) will have the right to require the Fund to redeem its Shares. The Fund is a closed-end investment company operating as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class net asset value, of not less than 5% nor more than 25% of the Fund’s outstanding Shares on the repurchase request deadline. If the value of Shares tendered for repurchase exceeds the value the Fund intended to repurchase (generally 5% of the outstanding Shares), the Fund may determine to repurchase less than the full number of Shares tendered. In such event, Shareholders will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased by the Fund (see “OFFERS TO REPURCHASE” beginning on page [•] and “REPURCHASE PROCEDURE” beginning on page [•]).

The Distributor acts as the distributor for the Shares and serves in that capacity on a best efforts basis, subject to various conditions. The Distributor may engage one or more sub-distributors. The Distributor has appointed Pantheon Securities, LLC, a wholly-owned subsidiary of Pantheon Ventures Inc., as a sub-distributor.

Investor Qualification and Suitability Standards. Investments in the Fund may be made only by “accredited investors” as that term is defined in Rule 501(a) under the Securities Act (hereafter referred to as “Eligible Investors”). See “Investor Qualifications.”

SHARES ARE SPECULATIVE AND ILLIQUID INVESTMENTS INVOLVING SUBSTANTIAL RISKS OF LOSS.

This Prospectus concisely provides 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 (the “SAI”), dated [•], has been filed with the SEC. You may request a free copy of this Prospectus, the SAI, annual and semi-annual reports, when available, and other information about the Fund, and make inquiries without charge by writing to the Fund, c/o AMG Funds LLC, 1 (800) 548-4539 or 680 Washington Boulevard, Suite 500, Stamford, CT 06901. The SAI is incorporated by reference into this Prospectus in its entirety. You may also obtain copies of the SAI, and the annual and semi-annual reports of the Fund, when available, as well as other information about the Fund on the SEC’s website (www.sec.gov). The address of the SEC’s internet site is provided solely for the information of prospective investors and is not intended to be an active link.

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 Shares 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.

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. Shares 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.

This is only a summary and does not contain all of the information that a prospective investor should consider before investing in AMG Pantheon Credit Solutions Fund (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 following tables describe the aggregate fees and expenses that the Fund expects to incur and that the Shareholders can expect to bear, either directly or indirectly, through the Fund’s investments. The expenses shown in the table are based on estimated amounts for the current fiscal year. The Fund’s actual expenses may vary from the estimated expenses shown in the table. For a more complete description of the various fees and expenses of the Fund, see “INVESTMENT MANAGEMENT AND INCENTIVE FEES,” “ADMINISTRATION,” “FUND EXPENSES,” and “PURCHASING SHARES.”

The purpose of the table above is to assist you in understanding the various costs and expenses you will bear directly or indirectly as a Shareholder 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.”

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:

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.

The Fund is newly organized, and it has not commenced operations as of the date of this Prospectus. Therefore, there is no financial history for the Fund.

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

The Fund may collect nonpublic personal information about Shareholders 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 Shareholders or former Shareholders 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 Shareholder 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 Shareholder 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 a Shareholder or if a Shareholder initiates a request for the Fund to share information with an outside party. All requests by Shareholders must be received in writing from the Shareholder or the Shareholder’s authorized representative.

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

The proceeds from the continuous offering of the Fund’s Shares, not including the amount of any sales charges and the Fund’s fees and expenses (including, without limitation, offering expenses not paid by the Adviser), will be invested by the Fund in accordance with the Fund’s investment objective and strategies as soon as practicable and not later than six months after receipt, subject to market conditions, the availability of suitable investments, and the extent proceeds are held in cash to pay distributions or expenses, satisfy repurchase offers or for temporary defensive purposes.

Delays in fully investing the Fund’s assets may occur, for example, because of the time required to complete certain transactions in corporate loans, and the Adviser’s ability to find suitable investments may be delayed. The aforementioned delays may inhibit the Fund from being fully-invested at all times. A delay in the anticipated use of proceeds could lower returns and reduce the Fund’s distributions to Shareholders. Pending such use, the Fund may take temporary defensive measures and invest a portion of proceeds in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, municipal bonds, bank accounts, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities and other high-quality debt instruments maturing in one year or less from the time of investment. In addition, subject to applicable law, the Fund may maintain a portion of its assets in cash or short-term securities or money market funds to meet operational needs or to maintain liquidity. The Fund may be prevented from achieving its objective during any period in which the Fund’s assets are not substantially invested in accordance with its principal investment strategies.

The Fund is a newly organized, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”). The Fund continuously offers its Shares and is operated as an “interval fund”. Only Class S Shares are currently offered. The Fund intends to apply for exemptive relief (the “Exemptive Relief”) from the Securities and Exchange Commission (the “SEC”) that, if granted, will permit the Fund to issue multiple Classes of Shares and to impose asset-based distribution fees and early-withdrawal fees; there is no assurance, however, that the relief will be granted. Upon receiving the Exemptive Relief, the Fund may also offer Class I Shares and Class B Shares and may offer additional Classes of Shares in the future. Class I Shares and Class B Shares will not be offered to investors unless exemptive relief is obtained.

An investment in the Fund may not be appropriate for all investors. The Fund was organized as a Delaware statutory trust and operates under an Agreement and Declaration of Trust dated [•], 2023 (the “Declaration of Trust”). The Fund’s principal office is located at c/o AMG Funds LLC, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

The primary investment objective of the Fund is to generate attractive returns through a combination of current income distributions and total return.

Except as otherwise indicated, the Fund may change its investment objective and any of its investment policies, restrictions, strategies, and techniques without Shareholder approval. The investment objective of the Fund is not a fundamental policy of the Fund and may be changed by the Board of Trustees of the Fund (the “Board”) without the vote of a majority (as defined by the Investment Company Act) of the Fund’s outstanding Shares.

The Fund’s private credit investments will include corporate loan investments (“corporate loans”) that are made through a combination of: (i) secondary purchases of interests in private credit investment funds (private funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act (“Private Funds”)) and other private assets; (ii) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (iii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iv) purchasing asset-backed securities representing ownership or participation in a pool of direct loans; (v) investing in companies and/or Private Funds that primarily hold direct loans; (vi) investments in high yield securities, including securities representing ownership or participation in a pool of such securities; (vii) investments in bank loans, including securities representing ownership or participation in a pool of such loans; and (viii) special purpose vehicles (“SPVs”) and/or joint ventures that primarily hold loans or credit-like securities. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities. See “Investment Objective and Strategies – Investment Opportunities, Strategies and Process.” The Fund uses a “multi-lender” approach whereby the Adviser partners with a variety of corporate lenders (“Investment Partners”) to source investment opportunities for the Fund.

The Fund’s corporate loan investments may include secured debt (including first lien senior secured, unitranche, and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), including investments in the debt of middle-market companies. First lien senior secured debt has first claim to any underlying collateral of a loan, second lien debt is secured but subordinated in payment and/or lower in lien priority to first lien holders, and unitranche loans are secured loans that combine both senior and subordinated debt into one tranche of debt, generally in a first lien position. In connection with a corporate loan, the Fund may invest in warrants or other equity securities of borrowers and may receive non-cash income features, including payment in kind (“PIK”) interest and original issue discount (“OID”). The Fund may make investments at different levels of a borrower’s capital structure or otherwise in different classes of a borrower’s securities, to the extent permitted by law.

The Fund also invests in private credit investments (and to a lesser extent, other public credit instruments), including U.S. or global high yield securities, bank loans, loan participations and assignments, non-performing loans, private and public business development companies (“BDCs”), mutual funds, exchange traded funds (“ETFs”), collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”), mezzanine debt (which is typically subordinate to first lien and second lien debt, and in some cases, may be issued together with an equity security, e.g., with attached warrants), and distressed securities. A portion of the Fund’s assets will be invested in cash or cash equivalents; in certain circumstances or market environments, the Fund may hold a larger position in cash or cash equivalents and reduce its investment in credit investments. The Fund also may invest in preferred securities, convertible securities, derivatives (such as options, swaps, futures contracts, forward agreements, reverse repurchase agreements and other similar transactions) for hedging and investment purposes, exchange-traded funds and other investment companies. When the Fund invests in loans and debt securities, the Fund may acquire warrants or other equity securities of borrowers as well. The Fund may also invest in warrants and equity securities directly, including securities of specialty finance companies and companies that employ private debt strategies for all or part of their investment strategy. The Fund’s equity holdings may be issued by small-, mid- and large-cap companies.

The Fund may make investments through direct and indirect wholly-owned subsidiaries (“Subsidiaries”). Such Subsidiaries will not be registered under the Investment Company Act; however, the Fund will wholly own and control any Subsidiaries. The Board of Trustees of the Fund (the “Board”) has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies.

The Fund expects to invest more than 15% of its assets in Private Funds that are exempt from registration under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

There is no limit on the duration, maturity or credit quality of any investment in the Fund’s portfolio. The Fund may invest in below-investment grade debt securities and non-rated debt securities. These investments could constitute a material percentage of the Fund’s holdings at any given point in time. The Fund may invest directly in foreign debt and equity securities, including those from emerging markets, issued in both U.S. dollars and foreign currencies. It is not anticipated that investments in foreign securities and/or emerging markets will constitute a significant portion of the Fund’s investments. The Fund’s allocations among assets will vary over time in response to changing market opportunities. There can be no assurance that the Fund will achieve its investment objective.

Except as otherwise indicated, the Fund may change its investment objective and any of its investment policies, restrictions, strategies, and techniques without Shareholder approval. The investment objective of the Fund is not a fundamental policy of the Fund and may be changed by the Board without the vote of a majority (as defined by the Investment Company Act) of the Fund’s outstanding Shares.

The market for private credit secondaries is large and rapidly expanding, driven by: (i) the large size of the private credit asset class and its projected growth outlook; (ii) the increase in investors and investor types allocating to private credit; (iii) the growth in the number of private credit managers and related strategies globally; and (iv) the increasing need for investor liquidity to better manage private markets allocations and portfolios. Global private credit assets under management reached a record level in 2022 of over $1.4 trillion, having grown over 100% since 2017, and is projected to double over the next five years. Active private credit managers have increased from ~400 managers in 2010 to over 1,200 firms across all strategies by 2022. As the overall market size increases, the Adviser expects a greater need for liquidity solutions and portfolio rebalancing, which provides strong tailwinds for future investment activity in credit secondaries. The Adviser believes the current market presents a significant opportunity for private credit secondaries with highly favorable supply / demand dynamics creating attractive investment opportunities.

In 2018, the Pantheon Group¹ was the first asset manager to create a dedicated fund focused on private credit secondaries, and now the Pantheon Group manages approximately $6.7 billion of assets in private credit (as of March 31, 2023). Annual deal flow sourced by the Pantheon Group has grown at a 45% compounded annual growth rate from approximately $5 billion in 2018 to $22 billion in 2022. In 2022, the Pantheon Group deployed over $1.7 billion across 27 credit secondary transactions, its most active year of investment to-date. This has continued in 2023, as in the first half of which, the Pantheon Group screened $12 billion in deal flow. The Pantheon Group expects deal flow to continue to grow in-line with that of the broader private credit market.

The Adviser believes that investing in private credit secondaries offers a number of attractive benefits to investors: potential discount to existing investment valuations at entry, high visibility into loans and the potential for immediate yield, attractive borrower credit quality, shorter investment duration, and enhanced diversification (by company, industry, vintage year, general partner), enhanced recycling, and the potential for immediate yield. Credit secondaries also benefit from attractive risk-mitigating benefits including, but not limited to the following:

It is anticipated that, under normal market conditions, the Fund will primarily invest in North America-domiciled investments, predominantly within the U.S. The Fund also may make European-domiciled investments.

OTHER INFORMATION REGARDING INVESTMENT STRATEGY. The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategy in attempting to respond to adverse market, economic, political or other conditions. During such times, the Adviser may determine that a large portion of the Fund’s assets should be invested in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, municipal bonds, bank accounts, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities and other high-quality debt instruments maturing in one year or less from the time of investment. In these and in other cases, the Fund may not achieve its investment objective. The Adviser may invest the Fund’s cash balances in any investments it deems appropriate.

The frequency and amount of portfolio purchases and sales (known as the “portfolio turnover rate”) may vary from year to year. It is anticipated that the Fund’s annual overall portfolio turnover rate will ordinarily be between [•]% and [•]%. The portfolio turnover rate will not be a limiting factor when the Adviser deems portfolio changes appropriate. In certain circumstances, the Fund may engage in short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Adviser, investment considerations warrant such action. These policies may have the effect of increasing the annual rate of portfolio turnover of the Fund.

ALLOCATION OF INVESTMENT OPPORTUNITIES. The Adviser will advise multiple clients with different investment objectives, guidelines and policies, and fee structures. In situations where an investment opportunity falls within the investment objectives of multiple clients of the Adviser, there may also be conflicts of interest among clients regarding which of those entities will be given the opportunity to make or participate in the investment opportunity and, if the investment is to be made by more than one of those entities, the proportions in which such opportunity will be allocated among the participating entities.

The Adviser will receive both management fees and/or performance-based fees (e.g., incentive fees and/or carried interest) as compensation for its advisory services. Incentive fees and carried interest will, at times, create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee. In these instances, the Adviser’s compensation will, at times, be greater than it would otherwise have been, as the fee will be based on the funds’ or separate accounts’ performance instead of, or in addition to, a percentage of assets under management. In theory, the Adviser has an incentive to dedicate increased resources and allocate more profitable investment opportunities to clients bearing higher performance-based fees or to clients whose governing documents contain less restrictive terms regarding timing of performance-based fee distributions. In theory, the Adviser also has an incentive to allocate investment opportunities to clients that pay a fees based on

invested capital or capital committed to transactions rather than on capital commitments. However, the Adviser has a Conflicts of Interest Policy to manage conflicts of interest, including with respect to allocation of investment opportunities, and it is the Adviser’s policy to allocate investment opportunities and resources based on its allocation procedures (as discussed below), and it does not consider fees or carried interest, in any regard, when making allocation determinations.

The Adviser’s investment allocation policy (the “Allocation Policy”) is to allocate investment opportunities among clients based on methodologies designed to be fair and equitable over time, not taking into account fee structures on particular accounts, and consistent with and subject to the fiduciary and contractual duties of the Adviser to such clients in accordance with the Adviser’s Allocation Policy and procedures. The Adviser takes steps to reasonably ensure all clients are treated in a fair and equitable manner, and mitigates allocation-related risks by leveraging an internal portfolio strategy team and an allocation committee. The allocation committee approves the policies and procedures used in constructing the allocations, audits the construction of allocation recommendations and opines on questions relating to prospective allocations. Notwithstanding the foregoing, there can be no assurances that the Fund will participate in all investment opportunities consistent with the Fund’s investment objective and strategy that comes to the Adviser’s attention.

In order to implement the Allocation Policy and manage any conflicts of interest related to investment allocations, the Adviser maintains procedures relating to the allocation of investment opportunities. The Adviser’s allocation procedures may be modified from time to time at its discretion.

Occasionally, after allocating opportunities to all eligible clients of the Adviser (including other investment vehicles and accounts managed or advised by a Pantheon entity, referred to herein as “Pantheon Funds”), the Adviser will have excess capacity for a transaction for which it may look to other persons, including syndication partners or investors in Pantheon Funds. The Adviser reserves full discretion with respect to the allocation of such opportunities. The Adviser may charge fees or carried interest to any such persons.

The Fund may enter into one or more credit agreements or other similar agreements negotiated on market terms (each, a “Borrowing Transaction”) with one or more banks or other financial institutions which may or may not be affiliated with the Adviser (each, a “Financial Institution”) as chosen by the Adviser and approved by the Board. The Fund may borrow under a credit facility for a number of reasons, including without limitation, in connection with its investment activities, to make quarterly income distributions, to satisfy repurchase requests from Shareholders, and to otherwise provide the Fund with temporary liquidity. To facilitate such Borrowing Transactions, the Fund may pledge its assets to a Financial Institution.

If and when the Fund or an Underlying Fund employs leverage, there is no assurance that such leveraging strategies will be successful. The use of leverage will increase the volatility of the performance of the underlying investment portfolio and could result in the Fund experiencing greater losses than if leverage was not used. Leveraging is a speculative technique and there are special risks and costs involved. The use of leverage may increase the Management Fee and any Incentive Fee paid by the Fund to the Adviser. To the extent the Fund uses leverage and invests in other investments that also use leverage, the risks associated with leverage will be further magnified, potentially significantly. See “PRINCIPAL RISK FACTORS – GENERAL RISK—BORROWING; USE OF LEVERAGE.”

The costs associated with any issuance and use of leverage will be borne by the Shareholders and result in a reduction of the NAV of the Shares. Such costs may include legal fees, audit fees, structuring fees, commitment fees and a usage (borrowing) fee. In addition, the Borrowing Transactions in which the Fund may incur may be secured by mortgaging, pledging or otherwise subjecting as security the assets of the Fund.

Certain types of Borrowing Transactions may result in the Fund being subject to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Generally, covenants to which the Fund may be subject include affirmative covenants, negative covenants, financial covenants, and investment covenants. An example of an affirmative covenant would be one that requires the Fund to send its annual audited financial report to the lender. An example of a negative covenant would be one that prohibits the Fund from making any amendments to its fundamental policies. An example of a financial covenant is one that would require the Fund to maintain a 3:1 asset coverage ratio. An example of an investment covenant is one that would require the Fund to limit its investment in a particular asset class. The Fund may need to liquidate its investments when it may not be advantageous to do so in order to satisfy such obligations or to meet any asset coverage and segregation requirements (pursuant to the Investment Company Act or otherwise). As the Fund’s portfolio will be substantially illiquid, any such disposition or liquidation could result in substantial losses to the Fund.

The terms of the Fund’s Borrowing Transactions may also contain provisions which limit certain activities of the Fund, including the payment of dividends to Shareholders in certain circumstances, and the Fund may be required to maintain minimum average balances with the lender or to pay a commitment or other fee to maintain a line of credit. Any such requirements will increase the cost of Borrowing Transaction over the stated interest rate. In addition, certain types of Borrowing Transactions may involve the rehypothecation of the Fund’s securities. Furthermore, the Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for the short-term corporate debt securities or preferred stock issued by the Fund. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the Investment Company Act, as described below. It is not anticipated that these covenants or guidelines will impede the Adviser from managing the Fund’s portfolio in accordance with the Fund’s investment objective and policies. Any Borrowing Transaction will likely be ranked senior or equal to all other existing and future Borrowing Transactions of the Fund. The leverage utilized by the Fund would have complete priority upon distribution of assets over the Shares.

Under the requirements of the Investment Company Act, the Fund, immediately after any Borrowing Transaction, must have an “asset coverage” of at least 300% (33- 1/3% of total assets). With respect to such Borrowing Transaction, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as defined in the Investment Company Act), bears to the aggregate amount of such borrowing represented by senior securities issued by the Fund. Also under the Investment Company Act, the Fund is not permitted to issue preferred stock unless immediately after such issuance the value of the Fund’s total assets is at least 200% of the liquidation value of the outstanding preferred stock (i.e., the liquidation value may not exceed 50% of the Fund’s total assets). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Shares unless, at the time of such declaration, the value of the Fund’s total assets is at least 200% of such liquidation value. If preferred stock is issued, the Fund intends, to the extent possible, to purchase or redeem its preferred stock from time to time to the extent necessary in order to maintain coverage of any preferred stock of at least 200%. In addition, as a condition to obtaining ratings on the preferred stock, the terms of any preferred stock issued are expected to include asset coverage maintenance provisions which will require the redemption of the preferred stock in the event of non-compliance by the Fund and also may prohibit dividends and other distributions on the Shares in such circumstances. In order to meet redemption requirements, the Fund may have to liquidate portfolio securities. Such liquidations and redemptions would cause the Fund to incur related transaction costs and could result in capital losses to the Fund. Prohibitions on dividends and other distributions on the Shares could impair the Fund’s ability to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

The rights of lenders to the Fund to receive interest on and repayment of principal of any Borrowing Transactions will likely be senior to those of the Shareholders. Further, the Investment Company Act grants, in certain circumstances, to the lenders to the Fund certain voting rights in the event of default in the payment of interest on or repayment of principal. In the event that such provisions would impair the Fund’s status as a regulated investment company under the Code, the Fund, subject to its ability to liquidate its portfolio, intends to repay the Borrowing Transactions. If the Fund has preferred shares outstanding, two of the Fund’s trustees will be elected by the holders of preferred shares as a class. The remaining trustees of the Fund will be elected by holders of Shares and preferred shares voting together as a single class. In the event the Fund failed to pay dividends on preferred shares for two years, the holders of the preferred shares would be entitled to elect a majority of the trustees of the Fund.

The Fund also may borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.

Derivatives Transactions. Rule 18f-4 under the Investment Company Act generally mandates that a fund either limit derivatives exposure to 10% or less of its net assets as a limited derivative user (“Limited Derivative User”), or in the alternative implement: (i) limits on leverage calculated based on value-at-risk; and (ii) a written derivatives risk management program administered by a derivatives risk manager appointed by the fund’s board, including a majority of the independent trustees, that is periodically reviewed by the board. The Fund intends to qualify as a Limited Derivative User under Rule 18f-4. Rule 18f-4 permits the Fund to enter into reverse repurchase agreements and similar financing transactions, notwithstanding limitations on the issuance of senior securities under Section 18 of the Investment Company Act, provided that the Fund either (i) treats these transactions as derivatives transactions under Rule 18f-4, or (ii) ensures that the 300% asset coverage ratio discussed above is met with respect to such transactions and any other borrowings in the aggregate. Under Rule 18f-4, reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether the Fund satisfies the Limited Derivative User exception noted above.

Assuming the use of leverage in the amount of [•]% of the Fund’s total assets and an annual interest rate on leverage of [•]% payable on such leverage based on estimated market interest rates as of the date of this Prospectus, the additional income that the Fund must earn (net of estimated expenses related to leverage) in order to cover such interest payments is [•]%. The Fund’s actual cost of leverage will be based on market interest rates at the time the Fund undertakes a leveraging strategy, and such actual cost of leverage may be higher or lower than that assumed in the previous example.

The following table is designed to illustrate the effect of leverage on total return on Shares, assuming investment portfolio total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing in the table below. The table further reflects the use of leverage representing approximately [•]% of the Fund’s assets after such issuance. See “PRINCIPAL RISK FACTORS—GENERAL RISKS – BORROWING; USE OF LEVERAGE.” The table does not reflect any offering costs of Shares or leverage.

Total return is composed of two elements—the dividends on Shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying the cost of leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As the table shows, leverage generally increases the return to Shareholders when portfolio return is positive or greater than the costs of leverage and decreases return when the portfolio return is negative or less than the costs of leverage.

All investments carry risks to some degree. The Fund cannot guarantee that its investment objective will be achieved or that its investment strategy will be successful, and its NAV may decrease. An investment in the Fund involves substantial risks, including the risk that the entire amount invested may be lost.

NO OPERATING HISTORY. The Fund was organized on September 29, 2023. It had not yet commenced operations as of the date of this Prospectus and has no operating history. The Fund may not succeed in meeting its objective, and its NAV may decrease. As a new Fund, there is no assurance that the Fund will grow or maintain an economically viable size, which may result in increased Fund expenses or a determination to liquidate the Fund.

MINIMAL CAPITALIZATION. The Fund is not obligated to raise any specific amount of capital prior to commencing operations. There is a risk that the amount of capital actually raised by the Fund through the offering of its Shares may be insufficient to achieve profitability or allow the Fund to realize its investment objective. An inability to raise additional capital may adversely affect the Fund’s financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements. Further, if the Fund is unable to raise sufficient capital, Shareholders may bear higher expenses due to a lack of economies of scale.

REPURCHASE OFFERS; LIMITED LIQUIDITY. The Fund is a closed-end investment company structured as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% and not more than 25% of the Fund’s outstanding Shares on the repurchase request deadline. The Fund will offer to purchase only a small portion of its Shares each quarter, and there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased or result in investors being unable to liquidate all or a given percentage of their investment during the particular repurchase offer.

Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.

The Fund’s repurchase policy will have the effect of decreasing the size of the Fund over time from what it otherwise would have been. Such a decrease may therefore force the Fund to sell assets it would not otherwise sell. It may also reduce the investment opportunities available to it and cause its expense ratio to increase.

Notices of each repurchase offer will be sent to Shareholders no more than 42 days and no less than 21 days before the “Repurchase Request Deadline” (i.e., the date by which Shareholders can tender their Shares in response to a repurchase offer). The Fund determines the NAV applicable to repurchases no later than the fourteen (14) days after the Repurchase Request Deadline (or the next business day, if the 14th day is not a business day) (the “Repurchase Pricing Date”). The Fund expects to distribute payment to Shareholders between one and three business days after the Repurchase Pricing Date and will distribute payment no later than seven (7) calendar days after such date. If a Shareholder tenders all of its Shares (or a portion of its Shares) in connection with a repurchase offer made by the Fund, that tender may not be rescinded by the Shareholder after the Repurchase Request Deadline. Because the NAV applicable to a repurchase is calculated 14 days after the Repurchase Request Deadline, a Shareholder will not know its repurchase price until after it has irrevocably tendered its Shares. See “OFFERS TO REPURCHASE” and “REPURCHASE PROCEDURE.” Shareholders may be subject to market risk in relation to the tender of their Shares for repurchase because like other market investments, the value of the Fund’s Shares may move up or down, sometimes rapidly and unpredictably, between the date a repurchase offer terminates and the repurchase date. Likewise, because the Fund’s investments may include securities denominated in foreign currencies, changes in currency values between the date a repurchase offer terminates and the repurchase date may also adversely affect the value of the Fund’s Shares.

DISTRIBUTION POLICY. The Fund’s distribution policy is to make quarterly distributions of substantially all of its net investment income. Distributions cannot be assured, and the amount of each distribution is likely to vary. Distributions will be paid at least annually in amounts representing substantially all of the net investment income not previously distributed in a quarterly distribution and net capital gains, if any, earned each year. All or a portion of distribution may consist of a return of capital (i.e., from your original investment) and not a return of net investment income. Shareholders should not assume that the source of a distribution from the Fund is net investment income. Shareholders should note that return of capital will reduce the tax basis of their Shares and potentially increase the taxable gain, if any, upon disposition of their Shares.

BORROWING; USE OF LEVERAGE. The Fund may leverage its investments by “borrowing.” The use of leverage increases both risk of loss and profit potential. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed measured at the time the investment company incurs the indebtedness (the “Asset Coverage Requirement”). This means that at any given time the value of the Fund’s total indebtedness may not exceed one-third the value of its total assets (including such indebtedness). The interests of persons with whom the Fund enters into leverage arrangements will not necessarily be aligned with the interests of the Fund’s Shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Fund’s Shareholders. In addition to the risks created by the Fund’s use of leverage, the Fund is subject to the additional risk that it would be unable to timely, or at all, obtain leverage borrowing. The Fund might also be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the Fund’s ability to generate income from the use of leverage would be adversely affected.

COST OF CAPITAL AND NET INVESTMENT INCOME RISK. If the Fund uses debt to finance investments, its net investment income may depend, in part, upon the difference between the interest rate at which it borrows funds and the interest rate of investments made using those funds. As a result, a significant change in market interest rates can have a material adverse effect on the Fund’s net investment income. In periods of rising interest rates when it has debt outstanding, the Fund’s cost of funds will increase, which could reduce the Fund’s net investment income. The Fund may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the Investment Company Act. These activities may limit the Fund’s ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on the Fund’s business, financial condition and results of operations.

NON-DIVERSIFIED STATUS. The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the Investment Company Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more securities are allocated a relatively large percentage of the Fund’s assets, losses suffered by such securities could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of securities. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. The Fund intends to satisfy the diversification requirements necessary to qualify as a RIC under the Code. See “TAXES.”

GENERAL LEGAL, TAX AND REGULATORY. Legal, tax and regulatory changes at the federal, state and local levels could occur that may materially adversely affect the Fund. For example, the regulatory environment for leveraged investors is evolving, and changes in the direct or indirect regulation of leveraged investors may materially adversely affect the ability of the Fund to pursue its investment objective or strategies. Increased regulatory oversight and other legislation or regulation could result. Such legislation or regulation could pose additional risks and result in material adverse consequences to the Fund and/or limit potential investment strategies that would have otherwise been used by the Fund in order to seek to obtain higher returns.

Each prospective investor should be aware that developments in the tax laws of the United States or other jurisdictions where the Fund invests could have a material effect on the tax consequences to the Shareholders. In the event of any such changes in law, each Shareholder is urged to consult its own tax advisers.

DEPENDENCE ON THE ADVISER. 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. Shareholders will have no right or power to participate in the management or control of the Fund.

MANAGEMENT RISK. The NAV of the Fund changes daily based on the performance of the securities in which it invests. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular sector and securities or the financial performance of portfolio companies in which the Fund invests may prove to be incorrect and may not produce the desired results.

PORTFOLIO TURNOVER. The Fund may sell securities without regard to the length of time they have been held to take advantage of new investment opportunities, when the Adviser feels either the securities no longer meet its investment criteria or the potential for capital appreciation has lessened, or for other reasons. The Fund’s portfolio turnover rate may vary from year to year. A high portfolio turnover rate (100% or more) increases the Fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact the Fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if the Fund had lower portfolio turnover. The turnover rate will not be a limiting factor, however, if the Adviser considers portfolio changes appropriate.

LARGE SHAREHOLDER TRANSACTION RISK. Shares of the Fund may be offered to certain other investment companies, large retirement plans and other large investors. As a result, the Fund is subject to the risk that those Shareholders may purchase or redeem a large amount of Shares of the Fund. In addition, large purchases of Fund Shares could adversely affect the Fund’s performance to the extent that the Fund does not immediately invest cash it receives and therefore holds more cash than it ordinarily would. Large Shareholder activity could also generate increased transaction costs and cause adverse tax consequences. While the Fund’s structure as an interval fund would limit the impact of significant shareholder repurchase requests, shareholders may receive only a prorated portion of their requested repurchase amount if the Fund’s periodic repurchase offers are oversubscribed.

NON-QUALIFICATION AS A REGULATED INVESTMENT COMPANY. If for any taxable year the Fund were to fail to qualify as a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code, all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions. To qualify as a RIC, the Fund must meet three numerical requirements each year regarding (i) the diversification of the assets it holds, (ii) the income it earns, and (iii) the amount of taxable income that it distributes to Shareholders. These requirements and certain additional tax risks associated with investments in the Fund are discussed in “TAXES” in this Prospectus.

CYBERSECURITY RISK. With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, investment companies (such as the Fund) and their service providers (including the Adviser) may be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund, the Adviser, or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or the Shareholders. For instance, cyber-attacks may interfere with the processing of Shareholder transactions, affect the Fund’s ability to calculate its NAV, cause the release of private Shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks may render records of Fund assets and transactions, Shareholder ownership of Shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cyber security risk management in order to prevent cyber incidents in the future. The Fund and the Shareholders could be negatively impacted as a result. While the Adviser has established business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. The Fund relies on third-party service providers for many of its day-to-day operations, and is subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Fund from cyber-attack. The Adviser does not control the cyber security plans and systems put in place by third-party service providers and such third-party service providers may have limited indemnification obligations to the Adviser or the Fund. Similar types of cyber security risks also are present for the Private Funds and other issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the investments of the Private Funds to lose value.

OPERATIONAL RISK. An investment in the Fund, like any fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there may still be failures that could cause losses to the Fund.

RELIANCE ON TECHNOLOGIES. The Fund’s business is highly dependent on the communications and information systems of the Adviser. In addition, certain of these systems are provided to the Adviser by third-party service providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in the Fund’s activities. This, in turn, could have a material adverse effect on the Fund’s operating results.

MARKET RISK. An investment in shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of your shares at any point in time may be worth less than the value of your original investment, even after taking into account any reinvestment of dividends and distributions.

ECONOMIC RECESSION OR DOWNTURN RISK. Many of the Fund’s investments may be issued by companies susceptible to economic slowdowns or recessions. Therefore, the Fund’s non-performing assets are likely to increase, and the value of its portfolio is likely to decrease, during these periods. A prolonged recession may result in losses of value in the Fund’s portfolio and a decrease in the Fund’s revenues, net income and NAV. Unfavorable economic conditions also could increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to it on terms it deems acceptable. These events could prevent the Fund from increasing investments and harm the Fund’s operating results.

PANDEMIC RISK. In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. The outbreak of COVID-19 and its variants resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. This outbreak negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. On May 5, 2023, the World Health Organization declared the end of the global emergency status for COVID-19. The United States subsequently ended the federal COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19 are widely available, it is unknown how long certain circumstances related to the pandemic will persist, whether they will reoccur in the future, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

GENERAL ECONOMIC CONDITIONS AND RECENT MARKET EVENTS. The success of the Fund’s investment program may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of investments held by the Fund. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in losses.

The United Kingdom (“UK”) left the European Union (“EU”) on January 31, 2020, and a transition period during which the UK and EU negotiated terms of departure ended on December 31, 2020. The departure is commonly referred to as “Brexit.” The UK and EU reached an agreement, effective January 1, 2021, on the terms of their future trading relationship, which principally relates to the trading of goods. Further discussions are expected to be held between the UK and the EU in relation to matters not covered by the trade agreement, such as financial services. Brexit may have significant political and financial consequences for the Eurozone markets and broader global economy, including greater volatility in the global stock markets and illiquidity, fluctuations in currency and exchange rates, and an increased likelihood of a recession in the UK. Securities issued by companies domiciled in the UK could be subject to changing regulatory and tax regimes. Banking and financial services companies that operate in the UK or EU could be disproportionately impacted by these actions. Further insecurity in EU membership or the abandonment of the euro could exacerbate market and currency volatility and negatively impact investments in securities issued by companies located in EU countries. Brexit also may cause additional member states to contemplate departing the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. As a result, markets in the UK, Europe and globally could experience increased volatility and illiquidity, and potentially lower economic growth which in return could potentially have an adverse effect on the value of the Fund’s investments. Market disruption in the EU and globally may have a negative effect on the value of the Fund’s investments. Additionally, there could be additional risks if one or more additional EU member states seek to leave the EU.

Russia’s recent military interventions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the Fund’s investments, even beyond any direct exposure the Fund may have to Russian issuers or the adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this Prospectus.

Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “Interest Rate Risk” below for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank run on the Silicon Valley Bank Financial Group (“SVB”) causing it to be placed into receivership. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively. It is yet to be determined how the bank run on SVB will fully impact the overall performance of the Fund or one or more of its portfolio investments and how similar events may affect the ability of the Fund to execute its investment strategy.

ECONOMIC RECESSION OR DOWNTURN RISK. Many of the Fund’s direct and indirect investments may be issued by companies susceptible to economic slowdowns or recessions. Therefore, the Fund’s non-performing assets are likely to increase, and the value of its portfolio is likely to decrease, during these periods. A prolonged recession may result in losses of value in the Fund’s portfolio and a decrease in the Fund’s revenues, net income and NAV. Unfavorable economic conditions also could increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to it on terms it deems acceptable. These events could prevent the Fund from increasing investments and harm the Fund’s operating results.

RISKS OF SECURITIES ACTIVITIES. The Fund will invest and trade in a variety of different securities, and utilize a variety of investment instruments and techniques. Each security and each instrument and technique involves the risk of loss of capital. While the Adviser will attempt to moderate these risks, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses.

COUNTERPARTY RISK. Many of the markets in which the Fund effects its transactions are “over the counter” or “inter-dealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily marking to market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such counterparty risk is accentuated in the case of contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Fund is not restricted from dealing with any particular counterparty or from concentrating its investments with one counterparty. The ability of the Fund to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.

SOURCING INVESTMENT OPPORTUNITY RISK. The Fund has not identified the potential investments for its portfolio that it will acquire. It cannot be certain that the Adviser will be able to continue to locate a sufficient number of suitable investment opportunities to allow the Fund to fully implement its investment strategy. In addition, privately negotiated investments in loans and illiquid securities of private middle-market companies require substantial due diligence and structuring, and the Fund may not be able to achieve its anticipated investment pace. These factors increase the uncertainty, and thus the risk, of investing in the Fund. To the extent the Fund is unable to deploy its capital, its investment income and, in turn, the results of its operations, will likely be materially adversely affected.

COMPETITION FOR ASSETS RISK. The current lending market in which the Fund participates is competitive and rapidly changing. The Fund may face increasing competition for access to corporate loans and especially direct loans as the lending industry continues to evolve. The Fund may face competition from other institutional lenders such as pooled investment vehicles and commercial banks that are substantially larger and have considerably greater financial and other resources than the Fund. These potential competitors may have higher risk tolerances or different risk assessments than the Fund, which could allow them to consider a wider variety of investments than the Fund and establish relationships with direct lending managers. A direct lending manager may have similar arrangements with other parties, thereby reducing the potential investments of the Fund through such manager. There can be no assurance that the competitive pressures the Fund may face will not erode the Fund’s ability to deploy capital. If the Fund is limited in its ability to invest in corporate and/or direct loans, it may be forced to invest in cash, cash equivalents or other assets that may result in lower returns than otherwise may be available through investments in corporate and direct loans. If the Fund’s access to corporate and/or direct loans is limited, it would also be subject to increased concentration and counterparty risk.

The direct lending business is highly competitive. Without a sufficient number of new qualified loan requests, there can be no assurances that the Fund will be able to compete effectively for corporate and direct loans with other market participants. General economic factors and market conditions, including the general interest rate environment, unemployment rates, and perceived consumer demand, may affect borrower willingness to seek corporate and/or direct loans and investor ability and desire to invest in such loans.

DEPENDENCE ON KEY PERSONNEL RISK. The Adviser may be dependent upon the experience and expertise of certain key personnel in providing services with respect to the Fund’s investments. If the Adviser were to lose the services of these individuals, its ability to service the Fund could be adversely affected. As with any managed fund, the Adviser may not be successful in selecting the best-performing securities or investment techniques for the Fund’s portfolio, and the Fund’s performance may lag behind that of similar funds. The Adviser has informed the Fund that its investment professionals are actively involved in other investment activities not concerning the Fund and will not be able to devote all of their time to the Fund’s business and affairs. In addition, individuals not currently associated with the Adviser may become associated with the Fund, and the performance of the Fund may also depend on the experience and expertise of such individuals.

In addition to the risks generally described in this Prospectus, the following are some of the specific risks of the investment strategy:

CREDIT SECURITIES. Under normal market conditions, the Fund expects to primarily invest directly or indirectly in debt and debt-related securities. One of the fundamental risks associated with such investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. Adverse changes in the financial condition of an issuer or in general economic conditions (or both) may impair the ability of such issuer to make such payments and result in defaults on, and declines in, the value of its debt. The Fund’s return to Shareholders would be adversely impacted if an issuer of debt securities in which the Fund invests becomes unable to make such payments when due. Other risk factors include interest rate risk (a rise in interest rates causes a decline in the value of debt securities) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments.

DEFAULT RISK. The ability of the Fund to generate income through its loan investments is dependent upon payments being made by the borrower underlying such loan investments. If a borrower is unable to make its payments on a loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such loan.

A portion of the loans in which the Fund may invest will not be secured by any collateral, will not be guaranteed or insured by a third-party and will not be backed by any governmental authority. The Fund may need to rely on the collection efforts of third-parties, which also may be limited in their ability to collect on defaulted loans. The Fund may not have direct recourse against borrowers, may not be able to contact a borrower about a loan and may not be able to pursue borrowers to collect payment under loans. To the extent a loan is secured, there can be no assurance as to the amount of any funds that may be realized from recovering and liquidating any collateral or the timing of such

recovery and liquidation and hence there is no assurance that sufficient funds (or, possibly, any funds) will be available to offset any payment defaults that occur under the loans. Loans are credit obligations of the borrowers and the terms of certain loans may not restrict the borrowers from incurring additional debt. If a borrower incurs additional debt after obtaining a loan through a platform, the additional debt may adversely affect the borrower’s creditworthiness generally, and could result in the financial distress, insolvency or bankruptcy of the borrower. This circumstance would ultimately impair the ability of that borrower to make payments on its loans and the Fund’s ability to receive the principal and interest payments that it expects to receive on such loan. To the extent borrowers incur other indebtedness that is secured, the ability of the secured creditors to exercise remedies against the assets of that borrower may impair the borrower’s ability to repay its loans, or it may impair a third-party’s ability to collect, on behalf of the Fund, on the loan upon default. To the extent that a loan is unsecured, borrowers may choose to repay obligations under other indebtedness (such as loans obtained from traditional lending sources) before repaying an unsecured loan because the borrowers have no collateral at risk. The Fund will not be made aware of any additional debt incurred by a borrower or whether such debt is secured.

If a borrower files for bankruptcy, any pending collection actions will automatically be put on hold and further collection action will not be permitted absent court approval. It is possible that a borrower’s liability on its loan will be discharged in bankruptcy. In most cases involving the bankruptcy of a borrower with an unsecured loan, unsecured creditors will receive only a fraction of any amount outstanding on the loan, if anything.

SECURED DEBT. Secured debt holds the most senior position in the capital structure of a borrower. Secured debt in most circumstances is fully collateralized by assets of the borrower. Thus, it is generally repaid before unsecured bank loans, corporate bonds, subordinated debt, trade creditors, and preferred or common stockholders. However, there is a risk that the collateral securing the Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the borrower to raise additional capital. Also, substantial increases in interest rates may cause an increase in loan defaults as borrowers may lack resources to meet higher debt service requirements. In some circumstances, the Fund’s security interest could be subordinated to claims of other creditors. In addition, any deterioration in a borrower’s financial condition and prospects, including any inability on its part to raise additional capital, may result in the deterioration in the value of the related collateral. Consequently, the fact that debt is secured does not guarantee that the Fund will receive principal and interest payments according to the investment terms or at all, or that the Fund will be able to collect on the investment should the Fund be forced to enforce its remedies. Moreover, the security for the Fund’s investments in secured debt may not be recognized for a variety of reasons, including the failure to make required filings by lenders, trustees or other responsible parties and, as a result, the Fund may not have priority over other creditors as anticipated.

Secured debt usually includes restrictive covenants, which must be maintained by the borrower. The Fund may have an obligation with respect to certain senior secured term loan investments to make additional loans, including delayed draw term loans and revolving facilities, upon demand by the borrower. Such instruments, unlike certain bonds, usually do not have call protection. This means that such interests, while having a stated term, may be prepaid, often without penalty. The rate of such prepayments may be affected by, among other things, general business and economic conditions, as well as the financial status of the borrower. Prepayment would cause the actual duration of a senior loan to be shorter than its stated maturity.

Secured debt typically will be secured by pledges of collateral from the borrower in the form of tangible and intangible assets. In some instances, the Fund may invest in secured debt that is secured only by stock of the borrower or its Subsidiaries or affiliates. The value of the collateral may decline below the principal amount of the senior secured term loans subsequent to an investment by the Fund.

SECOND LIEN AND SUBORDINATED LOANS. The Fund may invest in secured subordinated loans, including second and lower lien loans. Second lien loans are generally second in line in terms of repayment priority. A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset sale. The priority of the collateral claims of third or lower lien loans ranks below holders of second lien loans and so on. Such junior loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due to their lower place in the borrower’s capital structure and possible unsecured or partially secured status, such loans involve a higher degree of overall risk than senior loans of the same borrower.

In addition, the rights the Fund may have with respect to the collateral securing the loans the Fund makes to borrowers with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that the Fund may enter into with the holders of such senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: (i) the ability to cause the commencement of enforcement proceedings against the collateral; (ii) the ability to control the conduct of such proceedings; (iii) the approval of amendments to collateral documents; (iv) releases of liens on the collateral; and (v) waivers of past defaults under collateral documents. The Fund may not have the ability to control or direct such actions, even if the Fund’s rights are adversely affected.

UNSECURED LOANS. The Fund may make unsecured loans to borrowers, meaning that such loans will not benefit from any interest in collateral of such borrowers. Liens on such a borrower’s collateral, if any, will secure the borrower’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the borrower under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before the Fund. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy the Fund’s unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then the Fund’s unsecured claims generally would rank equally with the unpaid portion of such secured creditors’ claims against the borrower’s remaining assets, if any.

EQUITY INVESTMENTS. When the Fund invests in loans and debt securities, the Fund may acquire warrants or other equity securities of borrowers as well. The Fund may also invest in warrants and equity securities directly. To the extent the Fund holds equity investments, the Fund will attempt to dispose of them and realize gains upon the disposition of such equity investments. However, the equity interests the Fund receives may not appreciate in value and may decline in value. As a result, the Fund may not be able to realize gains from its equity interests, and any gains that the Fund does realize on the disposition of any equity interests may not be sufficient to offset any other losses the Fund experiences.

Warrants are securities that give the holder the right, but not the obligation, to purchase equity securities of the company issuing the warrants, or a related company, at a fixed price either on a certain date or during a set period. The price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value. Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a speculative investment. The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant or a change in the perception as to the future price of the underlying security, or any combination thereof. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder to purchase, and they do not represent any rights in the assets of the issuer.

PRIVATE FUNDS RISK. The Fund may invest in Private Funds that are not registered as investment companies. As a result, the Fund as an investor in these funds would not have the benefit of certain protections afforded to investors in registered investment companies. The Fund may not have the same amount of information about the identity, value, or performance of the Private Funds’ investments as such Private Funds’ managers. Investments in Private Funds generally will be illiquid and generally may not be transferred without the consent of the fund. The Fund may be unable to liquidate its investment in a Private Fund when desired (and may incur losses as a result), or may be required to sell such investment regardless of whether it desires to do so. Upon its withdrawal of all or a portion of its interest in a Private Fund, the Fund may receive securities that are illiquid or difficult to value. The Fund may not be able to withdraw from a Private Fund except at certain designated times, thereby limiting the ability of the Fund to withdraw assets from the private fund due to poor performance or other reasons. The fees paid by Private Funds to their advisers and general partners or managing members often are higher than those paid by registered funds and generally include a percentage of gains. The Fund will bear its proportionate share of the management fees and other expenses that are charged by a Private Fund in addition to the management fees and other expenses paid by the Fund.

VALUATION RISK. Unlike publicly traded common stock which trades on national exchanges, there is no central place or exchange for most of the Fund’s investments to trade. Due to the lack of centralized information and trading, the valuation of loans or fixed-income instruments may result in more risk than that of common stock. Uncertainties in the conditions of the financial market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of such loans or fixed-income instruments carried on the Fund’s books.

Shareholders should recognize that valuations of illiquid assets involve various judgments and consideration of factors that may be subjective. As a result, the NAV of the Fund, as determined based on the fair value of its investments, may vary from the amount ultimately received by the Fund from its investments. This could adversely affect Shareholders whose Shares are repurchased as well as new Shareholders and remaining Shareholders. For example, in certain cases, the Fund might receive less than the fair value of its investment, resulting in a dilution of the value of the Shares of Shareholders who do not tender their Shares in any coincident repurchase offer and a windfall to tendering Shareholders; in other cases, the Fund might receive more than the fair value of its investment, resulting in a windfall to Shareholders remaining in the Fund, but a shortfall to tendering Shareholders.

VALUATION OF THE FUND’S INVESTMENT IN UNDERLYING FUNDS. The valuation of the Fund’s investments in investment funds is typically based on valuations provided by the third-party investment managers to such underlying investment funds (“Underlying Fund Managers”) on a quarterly basis. In addition to quarterly valuations provided by the Underlying Fund Managers, the Fund undertakes daily valuations and the daily issuance of Shares. A significant portion of the Fund’s invested securities may lack a readily available market price and, therefore, require fair valuation by the Underlying Fund Manager. In this context, the Adviser may encounter a conflict of interest when valuing these securities, as their value can impact the Adviser’s compensation or their capacity to raise additional funds. There are no guarantees or assurances regarding the valuation methodology employed or the adequacy of systems utilized by any Underlying Fund Manager. Additionally, there is no assurance regarding the accuracy of valuations provided by the Underlying Fund Managers, their compliance with internal policies or procedures for record-keeping and valuation, or the stability of their policies, procedures, and systems without prior notice to the Fund. Consequently, it is possible that an Underlying Fund Manager’s valuation of securities may not align with the ultimate realized amount upon the disposition of such securities. The information provided by an Underlying Fund Manager may be subject to inaccuracy due to fraudulent activity, misvaluation, or inadvertent errors. It is important to note that the Fund may not identify valuation errors for a significant period of time, if at all.

VALUATION ADJUSTMENTS IN UNDERLYING FUNDS. The Fund calculates its NAV on a daily basis using the quarterly valuations provided by the Underlying Fund Managers. However, it is important to note that these valuations may not capture market changes or other events that take place after the end of the quarter. The Fund will adjust the valuation of its holdings in investment funds to account for such events, in accordance with its valuation policies. However, it is important to note that there is no guarantee that the Fund will accurately determine the fair value of these investments. Furthermore, it is possible that the valuations reported by the Underlying Fund Managers may be subject to subsequent adjustments or revisions. Since such adjustments or revisions to the NAV of the Fund are based on information available only at the time of the adjustment or revision, they may not impact the amount of repurchase proceeds received by Shareholders who had their Shares repurchased before these adjustments occurred. Consequently, if the subsequent adjusted valuations from the Underlying Fund Managers or revisions to the NAV of an investment fund have an adverse impact on the Fund’s NAV, the remaining outstanding Shares may be negatively affected due to prior repurchases. This may result in a potential benefit for Shareholders who had their Shares repurchased at a NAV higher than the adjusted amount. Contrarily, any increases in the NAV resulting from such subsequent adjustments may exclusively benefit the outstanding Shares, potentially disadvantaging Shareholders who had previously had their Shares repurchased at a NAV lower than the adjusted amount. These principles also extend to the purchase of Shares, meaning that new Shareholders may be similarly affected.

LACK OF CONTROL OVER PRIVATE FUNDS AND OTHER PORTFOLIO INVESTMENTS. Once the Fund has invested in a Private Fund or other similar investment vehicle, the Adviser generally will have no control over the investment decisions made by such investment fund. The Adviser may be constrained by the withdrawal limitations imposed by Private Funds, which may restrict the Fund’s ability to terminate investments in Private Funds that are performing poorly or have otherwise had adverse changes. The Adviser will be dependent on information provided

by the Private Funds, including quarterly unaudited financial statements, which, if inaccurate, could adversely affect the Adviser’s ability to manage the Fund’s investment portfolio in accordance with its investment objective and/or the Fund’s ability to calculate its net asset value accurately. By investing in the Fund, a Shareholder will not be deemed to be an investor in any investment fund and will not have the ability to exercise any rights attributable to an investor in any such investment fund related to their investment.

SMALL AND MIDDLE-MARKET COMPANIES. Investment in private and small or middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and the Fund will rely on the ability of the Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If they are unable to uncover all material information about these companies, they may not make a fully informed investment decision, and the Fund may lose money on its investments. Small and middle-market companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that the Fund holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Fund realizing any guarantees it may have obtained in connection with its investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, small and middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the portfolio companies in which the Fund invests. Small and middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence.

PAYMENT IN KIND (“PIK”) INTEREST. To the extent that the Fund invests in loans with a PIK interest component and the accretion of PIK interest constitutes a portion of the Fund’s income, the Fund will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following: (i) loans with a PIK interest component may have higher interest rates that reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans; (ii) loans with a PIK interest component may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral; (iii) the deferral of PIK interest increases the loan-to-value ratio, which is a fundamental measure of loan risk; and (iv) even if the accounting conditions for PIK interest accrual are met, the borrower could still default when the borrower’s actual payment is due at the maturity of the loan.

DIRECT LOANS AND DIRECT LENDING RISK. Direct loans typically consist of intermediate- to long-term borrowings by companies that are originated directly by lenders typically without the traditional intermediary role of a bank or broker. Traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies.

Direct loans are commonly structured to include fixed payment schedules and extensive contractual rights and remedies. Direct loans generally pay interest on a monthly or quarterly basis, typically with maturities between three and seven years. Direct loans are priced primarily on a floating rate basis, with interest rates calculated on the basis of a fixed interest rate spread over a specified base rate. Consequently, the total rate of interest typically is variable, floating up or down with the specified base rate. While the London Interbank Offered Rate, or LIBOR, was historically the most commonly used base rate, the use of LIBOR will be phased out through 2023. All U.S. dollar-denominated loans now typically reference a new rate – the Secured Overnight Funding Rate (“SOFR”) – which is a median of rates that market participants pay to borrow cash on an overnight basis, using Treasury securities as collateral. Please see “LIBOR Discontinuation Risk” for more information. Relative to the interest spreads on liquid credit asset classes (such as bank loans), the interest spread on direct loans is generally higher, reflecting their lack of liquidity, non-rated status, and level of credit risk equivalent to or greater than that of non-investment grade loans and bonds. Direct loan pricing is influenced by several factors, including the borrower’s size, whether the borrower is private equity-backed, the position of the loan in the capital structure, structural considerations, fundamental performance, and general market conditions.

Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities. The Adviser does not view ratings as the determinative factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings. Borrowers may have outstanding debt obligations that are rated below investment grade by a rating agency. Direct loans often are collateralized by a security interest against some or all of the borrower’s tangible and intangible assets, although some direct loans are unsecured.

To the extent the Fund is the sole lender in privately offered debt, it may be solely responsible for the expense of servicing that debt, including, if necessary, taking legal actions to foreclose on any security instrument securing the debt (e.g., the mortgage or, in the case of a mezzanine loan, the pledge). This may increase the risk and expense to the Fund compared to syndicated or publicly offered debt.

DIRECT ORIGINATION RISK. A significant portion of the Fund’s investments may be originated by the Adviser. The results of the Fund’s operations depend on several factors, including the availability of opportunities for the origination or acquisition of target investments, the level and volatility of interest rates, the availability of adequate short and long-term financing, conditions in the financial markets and economic conditions. Further, the Fund’s inability to raise capital and the risk of portfolio company defaults may materially and adversely affect the Fund’s investment originations, business, liquidity, financial condition, results of operations and its ability to make distributions to its Shareholders. In addition, competition for originations of and investments in the Fund’s target investments may lead to the price of such assets increasing or the decrease of interest income from loans originated by the Fund, which may further limit its ability to generate desired returns. Also, as a result of this competition, desirable investments in the Fund’s target investments may be limited in the future, and the Fund may not be able to take advantage of attractive investment opportunities from time to time, as the Fund can provide no assurance that the Adviser will be able to identify and make investments that are consistent with its investment objective.

“COVENANT-LITE” LOANS RISK. Although many of the Fund’s loan investments are expected to include both incurrence and maintenance-based covenants, there may be instances in which the Fund invests in covenant-lite loans, which means the obligation contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by the Fund in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses may be increased, which could result in an adverse impact on the Fund’s revenues, net income and NAV.

INTEREST RATE RISK. The Fund is subject to the risks of changes in interest rates. While it is expected that the majority of the Fund’s investments will be in floating rate loans, which typically re-price every 90 days, some of the Fund’s investments may be in fixed rate loans and similar debt obligations. The value of such fixed rate loans is susceptible to general changes in interest rates. A decline in interest rates could reduce the amount of current income the Fund is able to achieve from interest on fixed-income securities and convertible debt. An increase in interest rates could reduce the value of any fixed income securities and convertible securities owned by the Fund. To the extent that the cash flow from a fixed income security is known in advance, the present value (i.e., discounted value) of that cash flow decreases as interest rates increase; to the extent that the cash flow is contingent, the dollar value of the payment may be linked to then prevailing interest rates. Moreover, the value of many fixed income securities depends on the shape of the yield curve, not just on a single interest rate. Thus, for example, a callable cash flow, the coupons of which depend on a short term rate, may shorten (i.e., be called away) if the long rate decreases. In this way, such securities are exposed to the difference between long rates and short rates. These risks may be greater in the current market environment because, while interest rates were historically low in recent years, the Federal Reserve has increased the Federal Funds rate to address inflation concerns. Markets have recently experienced increased volatility, which may be due to the impact of historically high inflation and rising interest, resulting in potentially adverse effects to the value and/or liquidity of certain of the Fund’s investments.

The Fund expects to invest the majority of its assets in variable and floating rate securities. Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. When the Fund holds variable or floating rate securities, a decrease in market interest rates will adversely affect the income received from such securities and the NAV of the Fund’s Shares.

Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. Because longer-term inflationary pressure may result from the U.S. government’s fiscal policies, the Fund may experience rising interest rates, rather than falling rates, over its investment horizon. To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the Fund’s financial condition and results of operations.

In addition, a decline in the prices of the debt the Fund owns could adversely affect the Fund’s NAV. Changes in market interest rates could also affect the ability of operating companies in which the Fund invests to service debt, which could materially impact the Fund in which the Fund may invest, thus impacting the Fund.

LIBOR DISCONTINUATION RISK. LIBOR has been used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage-related securities, interest rate swaps and other derivatives. Instruments in which the Fund invests may have historically paid interest at floating rates based on LIBOR or may have been subject to interest caps or floors based on LIBOR. The Fund and issuers of instruments in which the Fund invests may have also historically obtained financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Fund invests have also paid interest at floating rates based on LIBOR.

The publication of LIBOR on a representative basis ceased for the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and ceased for the remaining U.S. dollar LIBOR settings immediately after June 30, 2023. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing SOFR, which is intended to replace U.S. dollar LIBOR. Alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates.

Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund’s performance or NAV.

Specifically, the transition to one or more alternate Benchmark Rate(s), and the implementation of such new Benchmark Rate(s) may impact a number of factors, which, either alone or in the aggregate, may cause a material adverse effect on the Fund’s performance and ability to achieve its investment objective. Such factors include, without limitation: (i) the administration and/or management of portfolio of investments, including (a) cost of funding or other operational or administrative costs, (b) costs incurred to transition to and implement a substitute index or Benchmark Rate(s) for purposes of calculating interest, (c) costs of negotiating with counterparties with respect to an acceptable replacement calculation and potential amendments to existing debt instruments or credit facilities currently utilizing LIBOR to determine interest rates, and/or (d) costs of potential disputes and/or litigation regarding interest calculation, loan value, appropriateness or comparability of any new Benchmark Rate(s) or any other dispute over terms relating to or arising from any of the foregoing; (ii) the availability (or lack thereof) of potential investments in the market during the transition period; (iii) the time periods necessary to make investments and deploy capital during the transition period; (iv) the calculation and value of investments and overall cash flows, profitability and performance; (v) the liquidity of investments in the secondary market or otherwise, and the asset-liability management strategies available; (vi) basis risks between investments and hedges and basis risks within investments (e.g., securitizations); or (vii) any mismatch, during a transition period or otherwise, between a Benchmark Rate used for leverage facilities and another used for one or more of the Fund’s investments.

SOFR RISK. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day of initial publication and will be republished only if the change in the rate exceeds one basis point.

Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It is a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR is intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.

EXTENSION RISK. Rising interest rates tend to extend the duration of long-term, fixed rate securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.

PREPAYMENT RISK. When interest rates decline, fixed income securities with stated interest rates may have their principal paid earlier than expected. This may result in the Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.

REINVESTMENT RISK. Income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called debt obligations at market interest rates that are below the portfolio’s current earnings rate. For instance, during periods of declining interest rates, an issuer of debt obligations may exercise an option to redeem securities prior to maturity, forcing the Fund to invest in lower-yielding securities. The Fund also may choose to sell higher yielding portfolio securities and to purchase lower yielding securities to achieve greater portfolio diversification because the portfolio managers believe the current holdings are overvalued or for other investment-related reasons. A decline in income received by the Fund from its investments is likely to have a negative effect on dividend levels, NAV and/or overall return of the Fund’s Shares.

INFLATION/DEFLATION RISK. Inflation risk is the risk that the value of assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of the Fund’s portfolio could decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio. During periods of rising inflation, the borrowing costs associated with the Fund’s use of leverage would likely increase, which may increase Fund expenses and reduce shareholder returns.

ILLIQUID PORTFOLIO INVESTMENTS. The Fund is expected to invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such securities may be volatile and the Fund may not be able to sell them when the Adviser desires to do so or to realize what the Adviser perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over the counter markets. Restricted securities may sell at prices that are lower than similar securities that are not subject to restrictions on resale.

Investors acquiring direct loans hoping to recoup their entire principal must generally hold their loans through maturity. Direct loans may not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are not listed on any securities exchange. Accordingly, those loan investments may not be transferred unless they are first registered under the Securities Act and all applicable state or foreign securities laws or the transfer qualifies for an exemption from such registration. A reliable secondary market has yet to develop, nor may one ever develop for direct loans and, as such, these investments should be considered illiquid. Until an active secondary market develops, the Fund intends to primarily hold its direct loans until maturity. The Fund may not be able to sell any of its direct loans even under circumstances when the Adviser believes it would be in the best interests of the Fund to sell such investments. In such circumstances, the overall returns to the Fund from its direct loans may be adversely affected. Moreover, certain direct loans may be subject to certain additional significant restrictions on transferability. Although the Fund may attempt to increase its liquidity by borrowing from a bank or other institution, its assets may not readily be accepted as collateral for such borrowing.

FOCUSED INVESTMENT RISK. To the extent that the Fund focuses its investments in a particular industry, the Fund’s NAV will be more susceptible to events or factors affecting companies in that industry. These may include, but are not limited to, governmental regulation, inflation, rising interest rates, cost increases in raw materials, fuel and other operating expenses, technological innovations that may render existing products and equipment obsolete, competition from new entrants, high research and development costs, increased costs associated with compliance with environmental or other regulation and other economic, market, political or other developments specific to that industry. Also, the Fund may invest a substantial portion of its assets in companies in related sectors that may share common characteristics, are often subject to similar business risks and regulatory burdens and whose securities may react similarly to the types of events and factors described above, which will subject the Fund to greater risk. The Fund also will be subject to focused investment risk to the extent that it invests a substantial portion of its assets in a particular country or geographic region.

LENDER LIABILITY CONSIDERATIONS AND EQUITABLE SUBORDINATION. A number of U.S. judicial decisions have upheld judgments obtained by borrowers against lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and fair dealing, or a similar duty owed to the borrower, or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of its investments, the Fund may be subject to allegations of lender liability.

In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.”

Because affiliates of, or persons related to, the Adviser may hold equity or other interests in obligors of the Fund, the Fund could be exposed to claims for equitable subordination or lender liability or both based on such equity or other holdings.

PARTICIPATION ON CREDITORS’ COMMITTEES AND BOARDS OF DIRECTORS. The Adviser or its affiliates, on behalf of the Fund or of other funds or accounts it manages, may participate on committees formed by creditors to negotiate with the management of financially troubled companies that may or may not be in bankruptcy. The Adviser may also seek to negotiate directly with debtors with respect to restructuring issues. In the situation where a representative of the Adviser chooses to join a creditors’ committee, the representative would likely be only one of many participants, each of whom would be interested in obtaining an outcome that is in its individual best interest. There can be no assurance that the representative would be successful in obtaining results most favorable to the Fund in such proceedings, although the representative may incur significant legal fees and other expenses in attempting to do so. As a result of participation by the representative on such committees, the representative may be deemed to have duties to other creditors represented by the committees, which might thereby expose the Fund to liability to such other creditors who disagree with the representative’s actions.

NEED FOR FOLLOW-ON INVESTMENTS. Following an initial investment in a portfolio company, the Fund may make additional investments in that portfolio company as “follow-on” investments, including exercising warrants, options or convertible securities that were acquired in the original or subsequent financing; in seeking to: (i) increase or maintain in whole or in part the Fund’s position as a creditor or the Fund’s equity ownership percentage in a portfolio company; or (ii) preserve or enhance the value of the Fund’s investment. The Fund has discretion to make follow-on investments, subject to the availability of capital resources. Failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of an underlying portfolio company and the Fund’s initial investment, or may result in a missed opportunity for the Fund to increase its participation in a successful operation. Even if the Fund has sufficient capital to make a desired follow-on investment, the Adviser may elect not to make a follow-on investment because the Adviser may not want to increase the Fund’s level of risk or because the Adviser prefers other opportunities for the Fund.

HIGH YIELD DEBT. The Fund may invest in high yield debt. A substantial portion of the high yield debt in which the Fund may invest are rated below investment-grade by one or more nationally recognized statistical rating organizations or are unrated but of comparable credit quality to obligations rated below investment-grade, and have greater credit and liquidity risk than more highly rated debt obligations. Lower-rated securities may include securities that have the lowest rating or are in default. High yield debt is generally unsecured and may be subordinate to other obligations of the obligor. The lower rating of high yield debt reflects a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Many issuers of high yield debt are highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of high yield debt may be in poor financial condition, experiencing poor operating results, having substantial capital needs or negative net worth or be facing special competitive or product obsolescence problems, and may include companies involved in bankruptcy or other reorganizations or liquidation proceedings. High yield debt may be more susceptible to real or perceived adverse economic and individual corporate developments than would investment grade debt securities. Certain of these securities may not be publicly traded, and therefore, it may be difficult to accurately value certain portfolio securities and to obtain information as to the true condition of the issuers. Overall declines in the below investment-grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. High yield debt is often less liquid than higher rated securities. Because investment in high yield debt involves greater investment risk, achievement of the Fund’s investment objective will be more dependent on the Adviser’s analysis than would be the case if the Fund were investing in higher quality debt securities.

High yield debt is often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. High yield debt has historically experienced greater default rates than has been the case for investment-grade securities. The Fund may also invest in equity securities issued by entities with unrated or below investment-grade debt.

High yield debt may also be in the form of zero-coupon or deferred interest bonds, which are bonds that are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in the interest rates than bonds that provide for regular payments of interest.

Investing in lower-rated securities involves special risks in addition to the risks associated with investments in higher-rated fixed income securities, including a high degree of credit risk. Lower-rated securities may be regarded as predominately speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers/issues of lower-rated securities may be more complex than for issuers/issues of higher quality debt securities. Securities that are in the lowest rating category are considered to have

extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default and/or to be unlikely to have the capacity to pay interest and repay principal. The secondary markets on which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the value of the Fund’s portfolio. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower-rated securities, especially in a thinly traded market.

The use of credit ratings as the sole method of evaluating lower-rated securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of lower-rated securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was rated.

PREFERRED SECURITIES. The Fund may invest in preferred securities. There are various risks associated with investing in preferred securities, including credit risk, interest rate risk, deferral and omission of distributions, subordination to bonds and other debt securities in a company’s capital structure, limited liquidity, limited voting rights and special redemption rights. Interest rate risk is, in general, the risk that the price of a debt security falls when interest rates rise. Securities with longer maturities tend to be more sensitive to interest rate changes. Credit risk is the risk that an issuer of a security may not be able to make principal and interest or dividend payments on the security as they become due. Holders of preferred securities may not receive dividends, or the payment can be deferred for some period of time. In bankruptcy, creditors are generally paid before the holders of preferred securities.

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. Convertible securities are hybrid securities that have characteristics of both bonds and common stocks and are subject to risks associated with both debt securities and equity securities. Convertible securities are similar to fixed-income securities because they usually pay a fixed interest rate (or dividend) and are obligated to repay principal on a given date in the future. The market value of fixed-income and preferred securities tends to decline as interest rates increase and tends to increase as interest rates decline. Convertible securities have characteristics of a fixed-income security and are particularly sensitive to changes in interest rates when their conversion value is lower than the value of the bond or preferred share. Fixed-income and preferred securities also are subject to credit risk, which is the risk that an issuer of a security may not be able to make principal and interest or dividend payments on the security as they become due. In addition, the Fund may invest in fixed-income and preferred securities rated less than investment grade that are sometimes referred to as high yield. These securities are speculative investments that carry greater risks and are more susceptible to real or perceived adverse economic and competitive industry conditions than higher quality securities. Fixed-income and preferred securities also may be subject to prepayment or redemption risk. If a convertible security held by the Fund is called for redemption, the Fund will be required to surrender the security for redemption, convert it into the issuing company’s common stock or cash or sell it to a third-party at a time that may be unfavorable to the Fund. Such securities also may be subject to resale restrictions. The lack of a liquid market for these securities could decrease the Fund’s share price. Convertible securities with a conversion value that is the same as the value of the bond or preferred share have characteristics similar to common stocks. The price of equity securities may rise or fall because of economic or political changes. Stock prices in general may decline over short or even extended periods of time. Market prices of equity securities in broad market segments may be adversely affected by a prominent issuer having experienced losses or by the lack of earnings or such an issuer’s failure to meet the market’s expectations with respect to new products or services, or even by factors wholly unrelated to the value or condition of the issuer, such as changes in interest rates.

BANK LOANS. The Fund may invest in loans originated by banks and other financial institutions. These loans may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Special risks associated with investments in bank loans and participations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations, (iv) the risk that bank loans may not be securities and therefore may not have the protections afforded by the federal securities laws, and (v) limitations on the ability of the Fund to directly enforce its rights with respect to participations. Successful claims in respect of such matters may reduce the cash flow and/or market value of the investment. In addition, the bank loan market may face illiquidity and volatility. There can be no assurance that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity or the market will not experience periods of significant illiquidity in the future.

In addition to the special risks generally associated with investments in bank loans described above, the Fund’s investments in second-lien and unsecured bank loans will entail additional risks, including (i) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery from the collateral and (ii) with respect to second-lien loans, the prohibition of or limitation on the right to foreclose on a second-lien or exercise other rights as a second-lien holder, and with respect to unsecured loans, the absence of any collateral on which the Fund may foreclose to satisfy its claim in whole or in part. In certain cases, therefore, no recovery may be available from a defaulted second-lien or unsecured loan. The Fund’s investments in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities.

LOAN PARTICIPATIONS AND ASSIGNMENTS. The Fund may acquire interests in loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation. A selling institution voting in connection with a potential waiver of a default by a borrower may have interests different from those of the Fund, and the selling institution might not consider the interests of the Fund in connection with its vote. Notwithstanding the foregoing, many participation agreements with respect to loans provide that the selling institution may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees or releases any material guarantee or collateral without the consent of the participant (at least to the extent the participant would be affected by any such amendment, modification or waiver). In addition, many participation agreements with respect to loans that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers, the selling institution may repurchase such participation at par.

NON-PERFORMING LOANS. The Fund may invest in non-performing and sub-performing loans which often involve workout negotiations, restructuring and the possibility of foreclosure. These processes are often lengthy and expensive. In addition, the Fund’s investments may include securities and debt obligations of financially distressed issuers, including companies involved in bankruptcy or other reorganization and liquidation proceedings. As a result, the Fund’s investments may be subject to additional bankruptcy related risks, and returns on such investments may not be realized for a considerable period of time.

TRUE SALE FOR CERTAIN INVESTMENTS. In respect of investments which are purchased from third-parties, such purchases may be set aside by an insolvency court if, for example, (i) the transferor of an asset was insolvent at the time of the transfer; (ii) as a result of the transfer the transferor has become insolvent; or (iii) a transferor has not secured valuable consideration for the transfer of the assets. If such investments are set aside by an insolvency court or similar body, the amount available to the Fund distribution may be reduced.

BORROWER FRAUD. The Fund may be directly or indirectly subject to a risk of material misrepresentation or omission on the part of a borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of an existing lender or the Fund to perfect or effectuate a lien on any collateral securing the loan. The Fund cannot guarantee the accuracy or completeness of representations made by and information provided by borrowers.

FRAUDULENT CONVEYANCE. Various U.S. federal and state and applicable foreign laws enacted for the protection of creditors may apply to the purchase of underlying investments. In general, if payments on an underlying investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient or from subsequent transferees of such payments.

OTHER INVESTMENT COMPANIES RISK. The Fund may invest in other investment companies, including BDCs and ETFs. Investments in securities of other investment companies are generally subject to limitations prescribed by the Investment Company Act and its rules, and applicable SEC staff interpretations or applicable exemptive relief granted by the SEC. Such investments subject the Fund to the risks that apply to the other investment company, including market and selection risk, and may increase the Fund’s expenses to the extent the Fund pays fees, including investment advisory and administrative fees, charged by the other investment company. The success of the Fund’s investment in these securities is directly related, in part, to the ability of the other investment companies to meet their investment objective.

Securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk.

With respect to BDCs, at least 70% of a BDC’s investments must be made in private and certain public U.S. businesses, and BDCs are required to make available significant managerial assistance to their portfolio companies. Unlike corporations, BDCs are not taxed on income at the corporate level, provided the income is distributed to their shareholders and that the BDC complies with the applicable requirements of Subchapter M of Subtitle A, Chapter 1 of the Code. Investments in BDCs may be subject to a high degree of risk. BDCs typically invest in small and medium-sized private and certain public companies that may not have access to public equity or debt markets for capital raising. As a result, a BDC’s portfolio typically will include a substantial amount of securities purchased in private placements, and its portfolio may carry risks similar to those of a private equity or venture capital fund. Securities that are not publicly registered may be difficult to value and may be difficult to sell at a price representative of their intrinsic value. Small and medium-sized companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on the value of their stock than is the case with a larger company. To the extent a BDC focuses its investments in a specific sector, the BDC will be susceptible to adverse conditions and economic or regulatory occurrences affecting the specific sector or industry group, which tends to increase volatility and result in higher risk. Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. Private BDCs are illiquid investments, and there is no guarantee the Fund will be able to liquidate or sell its private BDC investments.

Certain BDCs may use leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage may increase the yield and total return of a BDC, it also subjects the BDC to increased risks, including magnification of any investment losses and increased volatility. In addition, a BDC’s income may fall if the interest rate on any borrowings of the BDC rises.

To comply with the Investment Company Act, the Adviser may be required to vote shares of a BDC held by the Fund in the same general proportion as shares held by other shareholders of the BDC. Please see “Underlying Fund Risk” above for additional information regarding recent SEC regulations with respect to the Fund’s investments in other investment companies.

With respect to ETFs, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

ASSET BACKED SECURITIES RISK. Asset-backed securities often involve risks that are different from or more acute than risks associated with other types of debt instruments. For instance, asset-backed securities may be particularly sensitive to changes in prevailing interest rates. In addition, the underlying assets are subject to prepayments that shorten the securities’ weighted average maturity and may lower their return. Asset-backed securities are also subject to risks associated with their structure and the nature of the assets underlying the security and the servicing of those assets. Payment of interest and repayment of principal on asset-backed securities is largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds or other credit enhancements. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence by, or defalcation of, their servicers. Furthermore, debtors may be entitled to the protection of a number of

state and federal consumer credit laws with respect to the assets underlying these securities, which may give the debtor the right to avoid or reduce payment. In addition, due to their often complicated structures, various asset-backed securities may be difficult to value and may constitute illiquid investments. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in asset-backed securities.

An investment in subordinated (residual) classes of asset-backed securities is typically considered to be an illiquid and highly speculative investment, as losses on the underlying assets are first absorbed by the subordinated classes. The risks associated with an investment in such subordinated classes of asset-backed securities include credit risk, regulatory risk pertaining to the Fund’s ability to collect on such securities and liquidity risk.

COLLATERALIZED LOAN OBLIGATIONS (“CLOS”) AND COLLATERALIZED DEBT OBLIGATIONS (“CDOS”).

The Fund may invest in CLOs and CDOs. CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a SPV to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.

Investors in CLOs and CDOs bear the credit risk of the assets/collateral. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving S&P Global Ratings (“S&P”) ratings of A to AAA and the latter receiving ratings of B to BBB. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.

Because the loans held in the pool often may be prepaid without penalty or premium, CLOs and CDOs can be subject to higher prepayment risks than most other types of debt instruments. Prepayments may result in a capital loss to the Fund to the extent that the prepaid securities purchased at a market discount from their stated principal amount will have accelerated the recognition of interest income by the Fund, which would be taxed as ordinary income when distributed to the Shareholders. The credit characteristics of CLOs and CDOs also differ in a number of respects from those of traditional debt securities. The credit quality of most CLOs and CDOs depends primarily upon the credit quality of the assets/collateral underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such securities.

CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities.

In addition to the typical risks associated with fixed-income securities and asset-backed securities, CLOs and CDOs carry other risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default, decline in value or quality, or be downgraded by a rating agency; (iii) the Fund may invest in tranches of CLOs and CDOs that are subordinate to other tranches, diminishing the likelihood of payment; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes with the issuer or unexpected investment results; (v) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (vi) the manager of the CLO or CDO may perform poorly.

STRUCTURED PRODUCTS. The CLOs and other CDOs in which the Fund may invest are structured products. Holders of structured products bear risks of the underlying assets and are subject to counterparty risk.

The Fund may have the right to receive payments only from the structured product and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally pay their share of the structured product’s administrative and other expenses. Although it is difficult to predict whether the prices of assets underlying structured products will rise or fall, these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses shorter-term financing to purchase longer-term securities, the issuer may be forced to sell its securities at below-market prices if it experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured products owned by the Fund.

Certain structured products may be thinly traded or have a limited trading market. CLOs, CDOs and credit-linked notes are typically privately offered and sold. As a result, investments in structured products may be characterized by the Fund as illiquid securities. In addition to the general risks associated with fixed-income securities, structured products carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the investments in structured products are subordinate to other classes or tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

MEZZANINE DEBT. A portion of the Fund’s debt investments may be made in certain high yield securities known as mezzanine investments, which are subordinated debt securities that may be issued together with an equity security (e.g., with attached warrants). Those mezzanine investments may be issued with or without registration rights. Mezzanine investments can be unsecured and generally subordinate to other obligations of the issuer. The expected average life of the Fund’s mezzanine investments may be significantly shorter than the maturity of these investments due to prepayment rights. Mezzanine investments share all of the risks of other high yield securities and are subject to greater risk of loss of principal and interest than higher-rated securities. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of those securities may tend to fluctuate more than those for higher-rated securities. The Fund does not anticipate a market for its mezzanine investments, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of those lower-rated securities. Mezzanine securities are often even more subordinated than other high yield debt, as they often represent the most junior debt security in an issuer’s capital structure.

DISTRESSED SECURITIES. Certain of the companies in whose securities the Fund may invest may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic factors affecting a particular industry or specific developments within the companies. Such investments can result in significant or even total losses. In addition, the markets for distressed investment assets are frequently illiquid. Also, among the risks inherent in investments in a troubled issuer is that it frequently may be difficult to obtain information as to the true financial condition of such issuer. The Adviser’s judgments about the credit quality of a financially distressed issuer and the relative value of its securities may prove to be wrong.

In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund of the security in respect to which such distribution was made. Consequently, the Fund will be subject to significant uncertainty as to when,

and in what manner, and for what value obligations evidenced by securities of financially distressed issuers will eventually be satisfied (e.g., through a liquidation of the issuer’s assets, an exchange offer or plan of reorganization, or a payment of some amount in satisfaction of the obligation). In certain transactions, the Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.

UNDERLYING FUND RISK. The SEC adopted revisions to the rules permitting funds to invest in other investment companies to streamline and enhance the regulatory framework applicable to fund of funds arrangements. While new Rule 12d1-4 permits more types of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most multi-tier fund structures. Rule 12d1-4 was effective as of January 19, 2021 and its requirements have been implemented by the Fund with respect to its fund of funds arrangements.

In addition to the “STRATEGY SPECIFIC INVESTMENT RELATED RISKS” described herein, investments in Underlying Funds present that addition the following additional risks:

SECONDARY INVESTMENT RISK. The performance of the Fund’s secondary investments will be influenced, in part, by the acquisition price paid, which can be determined through negotiations relying on incomplete or imperfect information. There is a risk that investors who exit a co-investment or an investment fund through a secondary transaction may have access to superior knowledge regarding the value of their investment. As a result, the Fund may end up paying a higher price for a secondary investment compared to what it would have paid if it had the same information. In certain instances, the Fund may acquire certain secondary investments as a portfolio, and in such

situations, it may not be feasible for the Fund to selectively exclude investments that the Adviser deems less appealing due to commercial, tax, legal, or other considerations. When the Fund acquires a secondary investment fund, it is typically not empowered to make modifications or amendments to the constituent documents (e.g., limited partnership agreements) of that secondary investment fund. Additionally, the Fund usually does not have the authority to negotiate the economic terms of the interests it is acquiring except with regard to the acquisition price paid which is negotiated directly with and affected to the sellers of such positions, rather than the underlying general partner of said investment fund(s). Furthermore, it is important to note that the costs and resources necessary for investigating the commercial, tax, and legal aspects of secondary investments may be higher compared to those associated with primary investments. When the Fund acquires a secondary investment fund, it may also assume contingent liabilities related to that interest. Specifically, if the seller of the interest has previously received distributions from the relevant secondary investment fund and, subsequently, the secondary investment fund demands the return of any portion of those distributions, the Fund (as the purchaser of the interest) may be obliged to pay an equivalent amount to the secondary investment fund. While the Fund may have the option to seek reimbursement from the seller for any funds paid to the secondary investment fund, there is no guarantee that the Fund would possess such a right or succeed in such a claim.

COMMITMENT RISK IN FUND INVESTMENTS. The Fund may allocate a significant portion of its portfolio to cash or cash equivalents in preparation for funding capital calls. These capital calls, issued periodically by investment funds that the Fund may own, require the Fund to make additional contributions. However, holding a substantial cash position may have a negative impact on the overall performance of the Fund.

Failure by the Fund to make timely capital contributions towards its unfunded commitments may have various consequences. It could impair the Fund’s ability to pursue its investment program, necessitate borrowing, subject the Fund and Shareholders to penalties imposed by the investment funds (including complete loss of the Fund’s investment), or otherwise devalue the Fund’s investments and relationships with Underlying Fund Managers.

DERIVATIVE INSTRUMENTS. The Fund may use options, swaps, futures contracts, forward agreements, reverse repurchase agreements and other similar transactions. The Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate or index, which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset, rate or index; the loss of principal; the possible default of the other party to the transaction; and illiquidity of the derivative investments. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding, or may not recover at all. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative contract would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to the underlying security. Certain of the derivative investments in which the Fund may invest may, in certain circumstances, give rise to a form of financial leverage, which may magnify the risk of owning such instruments. The ability to successfully use derivative investments depends on the ability of the Adviser to predict pertinent market movements, which cannot be assured. In addition, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund’s derivative investments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain.

On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act providing for the regulation of a registered investment company’s use of derivatives and certain related instruments. Rule 18f-4 imposes limits on the amount of derivatives and other transactions a fund can enter into, eliminates the asset segregation framework that had been used by funds to comply with Section 18 of the Investment Company Act, and requires funds whose use of derivatives is more than a limited specified exposure to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. The Fund intends to qualify as a Limited Derivative User under Rule 18f-4, and therefore, it is required to limit its derivatives exposure (excluding Derivatives Transactions (as defined below) used to hedge certain currency or interest rate risks) to 10% of net assets, and to maintain written policies and procedures reasonably designed to manage its derivatives risk. Should the Fund no longer qualify as a Limited Derivative User in the future, it would be required to establish and maintain a comprehensive derivative risk management program and appoint a derivative risk manager, as required by Rule 18f-4. Rule 18f-4 could restrict the Fund’s ability to engage in certain Derivatives Transactions and/or increase the costs of Derivatives Transactions, which could adversely affect the value or performance of the Fund.

Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar instrument, under which a fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”).

FOREIGN INVESTMENTS. Foreign securities may be issued and traded in foreign currencies. As a result, changes in exchange rates between foreign currencies may affect their values in U.S. dollar terms. For example, if the value of the U.S. dollar goes up, compared to a foreign currency, a loan payable in that foreign currency will go down in value because it will be worth fewer U.S. dollars. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. The Fund may employ hedging techniques to minimize these risks, but the Fund can offer no assurance that the Fund will, in fact, hedge currency risk or that, if the Fund does, such strategies will be effective.

The political, economic, and social structure of some foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, foreign ownership limitations and tax increases. A government may take over assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult for the Fund to vote proxies, exercise stockholder rights, and pursue legal remedies with respect to foreign investments. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund’s investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and to take into account with respect to the Fund’s investments in foreign securities. Brokerage commissions and other fees generally are higher for foreign securities. Government supervision and regulation of foreign stock exchanges, currency markets, trading systems and brokers may be less than in the United States. The procedures and rules governing foreign transactions and custody (holding of the Fund’s assets) may involve delays in payment, delivery or recovery of money or investments. Foreign companies may not be subject to the same disclosure, accounting, auditing and financial reporting standards and practices as U.S. companies, and some countries may lack uniform accounting and auditing standards. Thus, there may be less information publicly available about foreign companies than about most U.S. companies. Certain foreign securities may be less liquid (harder to sell) and more volatile than many U.S. securities. This means the Fund may at times be unable to sell foreign securities at favorable prices. Dividend and interest income from foreign securities may be subject to withholding taxes by the country in which the issuer is located, and the Fund may not be able to pass through to its Shareholders foreign tax credits or deductions with respect to these taxes.

The Fund may invest in foreign securities of issuers in so-called “emerging markets” (or less developed countries). Such investments are particularly speculative and entail all of the risks of investing in foreign securities but to a heightened degree. “Emerging market” countries generally include all countries in the following regions: Asia (excluding Japan), Eastern Europe, the Middle East, Africa and Latin America, or such countries as reasonably determined by the Adviser from time to time. Emerging markets generally have less developed trading markets and

exchanges, thus securities of issuers in emerging and developing markets may be more difficult to sell at acceptable prices and may show greater price volatility than securities of issuers in more developed markets. Settlements of securities trades in emerging and developing markets may be subject to greater delays than in other markets so that the Fund might not receive the proceeds of a sale of a security on a timely basis. Investments in securities of issuers located in certain emerging countries involve the risk of loss resulting from problems in share registration, settlement or custody and the imposition of exchange controls (including repatriation restrictions). Since emerging markets generally have less developed legal systems, the legal remedies for investors in emerging markets may be more limited than the remedies available in the U.S., and the ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) to bring actions against bad actors may be limited. In addition, emerging markets countries may have more or less government regulation and generally do not impose as extensive and frequent accounting, auditing, financial and other reporting requirements as the securities markets of more developed countries. There may be significant differences between financial statements prepared in accordance with an emerging market’s accounting standards as compared to financial statements prepared in accordance with international accounting standards. Consequently, the quality of certain foreign audits may be unreliable, which may require enhanced procedures, and the Fund may not be provided with the same level of protection or information as would generally apply in developed countries, potentially exposing the Fund to significant losses. Further, investments in securities of issuers located in certain emerging countries involve the risk of loss resulting from substantial economic, political and social disruptions.

CURRENCY RISK. The Fund may engage in practices and strategies that will result in exposure to fluctuations in foreign exchange rates, in which case the Fund will be subject to foreign currency risk. The Fund’s Shares are priced in U.S. dollars and the distributions paid by the Fund to Shareholders are paid in U.S. dollars. However, a portion of the Fund’s assets may be denominated directly in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, or in derivatives that provide exposure to foreign (non-U.S.) currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.

Currency rates in foreign (non-U.S.) countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, rates of inflation, balance of payments and governmental surpluses or deficits, intervention (or the failure to intervene) by U.S. or foreign (non-U.S.) governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These fluctuations may have a significant adverse impact on the value of the Fund’s portfolio and/or the level of Fund distributions made to Shareholders. The Fund intends to hedge exposure to reduce the risk of loss due to fluctuations in currency exchange rates relative to the U.S. dollar. There is no assurance, however, that these strategies will be available or will be used by the Fund or, if used, that they will be successful. As a result, the Fund’s investments in foreign currency-denominated securities may reduce the returns of the Fund.

Currency risk may be particularly high to the extent that the Fund invests in foreign (non-U.S.) currencies or engages in foreign currency transactions that are economically tied to emerging market countries. These currency transactions may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign (non-U.S.) currencies or engaging in foreign currency transactions that are economically tied to developed foreign countries.

INVESTMENTS IN CASH, CASH-EQUIVALENT INVESTMENTS OR MONEY MARKET FUNDS. A portion of the Fund’s assets may be invested in cash, cash-equivalent investments or money market funds when, for example, other investments are unattractive, to provide a reserve for anticipated obligations of the Fund or for other temporary purposes. Although such a practice may assist in the preservation of capital, the assumption of cash positions may also impact overall investment return. Cash investment practices of the Fund may be expected, therefore, to affect total investment performance of the Fund. Although a money market fund seeks to preserve a $1.00 per share NAV, it cannot guarantee it will do so. The sponsor of a money market fund has no legal obligation to provide financial support to the money market fund and investors in money market funds should not expect that the sponsor will provide support to a money market fund at any time.

RIC-RELATED RISKS OF INVESTMENTS GENERATING NON-CASH TAXABLE INCOME. Certain of the Fund’s investments will require the Fund to recognize taxable income in a tax year in excess of the cash generated on those investments during that year. In particular, the Fund expects to invest in loans and other debt instruments that will be treated as having “market discount” and/or OID for U.S. federal income tax purposes. Because the Fund may be required to recognize income in respect of these investments before, or without receiving, cash representing such income, the Fund may have difficulty satisfying the annual distribution requirements applicable to RICs and avoiding Fund-level U.S. federal income and/or excise taxes. Accordingly, the Fund may be required to sell assets, including at potentially disadvantageous times or prices, raise additional debt or equity capital, make taxable distributions of Shares or debt securities, or reduce new investments, to obtain the cash needed to make these income distributions. If the Fund liquidates assets to raise cash, the Fund may realize additional gain or loss on such liquidations. In the event the Fund realizes additional net capital gains from such liquidation transactions, Shareholders may receive larger capital gain distributions than they would in the absence of such transactions.

Instruments that are treated as having OID for U.S. federal income tax purposes may have unreliable valuations because their continuing accruals require judgments about the collectability of the deferred payments and the value of any collateral. Loans that are treated as having OID generally represent a significantly higher credit risk than coupon loans. Accruals on such instruments may create uncertainty about the source of Fund distributions to Shareholders. OID creates the risk of non-refundable cash payments to the Adviser based on accruals that may never be realized. In addition, the deferral of payment-in-kind interest also reduces a loan’s loan-to-value ratio at a compounding rate.

UNCERTAIN TAX TREATMENT. The Fund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments may present special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund to the extent necessary in connection with the Fund’s intention to distribute sufficient income each tax year to minimize the risk that it becomes subject to U.S. federal income or excise tax. If the treatment of these instruments prevents the Fund from complying with the requirements of a RIC under the Code, the Fund may become subject to U.S. federal or excise tax, which would reduce a Shareholder’s return on investment.

WAREHOUSE INVESTMENT RISK. The Fund may invest in (i) CLOs, (ii) CDOs, and (iii) warehouses, which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles (“Warehouses”). To finance the acquisition of a Warehouse’s assets, a financing facility (a “Warehouse Facility”) is often opened by (i) the entity or affiliates of the entity that will become the collateral manager of the CLO or CDO upon its closing and/or (ii) third-party investors that may or may not invest in the CLO or CDO. The period from the date that a Warehouse is opened and asset accumulation begins to the date that the CLO or CDO closes is commonly referred to as the “warehousing period.” In practice, investments in Warehouses (“Warehouse Investments”) are structured in a variety of legal forms, including subscriptions for equity interests or subordinated debt investments in SPVs that obtain a Warehouse Facility secured by the assets acquired in anticipation of a CLO or CDO closing.

A Warehouse Investment generally bears the risk that (i) the warehoused assets (typically senior secured corporate loans) will drop in value during the warehousing period, (ii) certain of the warehoused assets default or for another reason are not permitted to be included in a CLO or CDO and a loss is incurred upon their disposition, and (iii) the anticipated CLO or CDO is delayed past the maturity date of the related Warehouse Facility or does not close at all, and, in either case, losses are incurred upon disposition of all of the warehoused assets. In the case of (iii), a particular CLO or CDO may not close for many reasons, including as a result of a market-wide material adverse change, a manager-related material adverse change or the discretion of the manager or the underwriter.

There can be no assurance that a CLO or CDO related to Warehouse Investments will be consummated. In the event a planned CLO or CDO is not consummated, investors in a Warehouse (which may include the Fund) may be responsible for either holding or disposing of the warehoused assets. Because leverage is typically used in Warehouses, the potential risk of loss may be increased for the owners of Warehouse Investments. This could expose the Fund to losses, including in some cases a complete loss of all capital invested in a Warehouse Investment.

The Warehouse Investments represent leveraged investments in the underlying assets of a Warehouse. Therefore, the value of a Warehouse Investment is often affected by, among other things, (i) changes in the market value of the underlying assets of the Warehouse; (ii) distributions, defaults, recoveries, capital gains, capital losses and prepayments on the underlying assets of the Warehouse; and (iii) the prices, interest rates and availability of eligible assets for reinvestment. Due to the leveraged nature of a Warehouse Investment, a significant portion (and in some circumstances all) of the Warehouse Investments made by the Fund may not be repaid.

LIMITS OF RISK DISCLOSURES. The above discussions relate to various principal risks that are associated with the Fund, its investments and Shares, and are not intended to be a complete enumeration or explanation of the risks involved in an investment in the Fund of which the Fund. Prospective investors should read this entire Prospectus and consult with their own advisers before deciding whether to invest in the Fund. In addition, as the Fund’s investment program changes or develops over time, an investment in the Fund may be subject to risk factors not currently contemplated or described in this Prospectus.

In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment.

No guarantee or representation is made that the investment program of the Fund will be successful or that the Fund will achieve its investment objective.

The Board has overall responsibility for the management and supervision of the business operations of the Fund on behalf of the Shareholders. A majority of the Board is and will be persons who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”). To the extent permitted by the Investment Company Act and other applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or service providers. See “MANAGEMENT OF THE FUND” in the Fund’s SAI for the identities of the Trustees and executive officers of the Fund, brief biographical information regarding each of them, and other information regarding the election and membership of the Board.

Pantheon Ventures (US) LP serves as the investment adviser (the “Adviser”) of the Fund and is responsible for determining and implementing the Fund’s overall investment strategy. The Adviser is located at 555 California Street, Suite 3450, San Francisco, CA 94104. The Adviser is a limited partnership organized under the laws of the State of Delaware and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As of March 31, 2023, it had approximately $93 billion in assets under advisement and assets under management (including discretionary and non-discretionary accounts). 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 and its affiliates may serve as investment advisers to other funds or accounts that have investment programs which are similar to the investment program of the Fund, and the Adviser or one of its affiliates may in the future serve as the investment adviser or otherwise manage or direct the investment activities of other registered and/or private credit investment companies with investment programs similar to the investment program of the Fund. See “CONFLICTS OF INTEREST.”

While the Adviser’s investment committee reviews and approves all investments made by the Fund, the below Portfolio Managers are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio and share equal responsibility and authority for managing the Fund’s portfolio.

The key personnel of the Adviser who currently have responsibility for management of the Fund (the “Portfolio Managers”) are as follows:

The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed, and ownership of the Fund’s Shares.

The Investment Management Agreement between the Adviser and the Fund became effective as of [•], 2023 and will continue in effect for an initial two-year term. Thereafter, the Investment Management Agreement will continue in effect from year to year provided such continuance is specifically approved at least annually by (i) the vote of a majority of the outstanding voting securities of the Fund or a majority of the Board, and (ii) the vote of a majority of the Independent Trustees of the Fund, cast in person at a meeting called for the purpose of voting on such approval. See “VOTING.”

The Investment Management Agreement will terminate automatically if assigned (as defined in the Investment Company Act) and is terminable at any time without penalty upon sixty (60) days’ written notice to the Fund by either the Board, by vote of a majority of the outstanding voting securities (as defined in the Investment Company Act) of the Fund or by the Adviser.

The Investment Management Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties to the Fund, the Adviser will not be liable to the Fund, or any Shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services under the Investment Management Agreement. The Investment Management Agreement also provides for indemnification, to the fullest extent permitted by law, by the 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 Investment Management Agreement, provided that the Indemnitee acted in good faith and not opposed to the best interests of the Fund, 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 Fund.

A discussion regarding the basis for the Board’s approval of the Investment Management Agreement will be available in the Fund’s first annual or semi-annual report to Shareholders.

The Fund pays to the Adviser an investment management fee (the “Investment Management Fee”) in consideration of the advisory and other services provided by the Adviser to the Fund. Pursuant to the Investment Management Agreement, the Fund pays the Adviser a monthly Investment Management Fee equal to [•]% on an annualized basis of the Fund’s average daily Managed Assets, subject to certain adjustments. The Investment Management Fee will be paid to the Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date, and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. [The Adviser has contractually agreed to waive [•]% of the Investment Management Fee for a period of one year following the Fund’s commencement of operations.]

Managed Assets means the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares) as of each day, subject to certain adjustments. The Investment Management Fee will be accrued daily, and will be due and payable monthly in arrears within ten (10) Business Days after the end of the month.

In addition to the Investment Management Fee, the Adviser will be entitled to an income incentive fee (“Incentive Fee”), if earned. The Incentive Fee is payable quarterly in arrears based upon “pre-incentive fee net investment income” attributable to each class of the Fund’s Shares for the immediately preceding fiscal quarter, and is subject to a hurdle rate, expressed as a rate of return based on each class’s average daily net asset value (calculated in accordance with GAAP), equal to [•]% per quarter (or an annualized hurdle rate of [•]%, subject to a “catch-up” feature. For this purpose, “pre-incentive fee net investment income” means interest income (inclusive of accrued interest and other non-cash interest features, including OID), dividend income and any other income accrued during the fiscal quarter, minus each class’s operating expenses for the quarter and the distribution and/or shareholder servicing fees (if any) applicable to each class accrued during the fiscal quarter. For such purposes, the Fund’s operating expenses will include the Management Fee but will exclude the Incentive Fee.

The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of [•]% on pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches [•]% of the class’s average daily net asset value (calculated in accordance with GAAP) in any fiscal quarter.

Under a Distribution Agreement with the Fund, the Distributor acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund. The Distributor continually distributes Shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Fund Shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Fund.

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 Shareholders. 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.

Investors who purchase Shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase Shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase Shares. Investors purchasing Shares of the Fund through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although customers may have the right to vote Shares depending upon their arrangement with the financial intermediary. The Adviser pays the Distributor a fee for certain distribution-related services. Subject to the receipt of Exemptive Relief from the SEC, the Fund intends to adopt a Distribution and Service Plan with respect to Class I Shares and Class B Shares in compliance with Rule 12b-1 under the Investment Company Act. The Distribution and Service Plan will allow the Fund to pay Distribution and Service Fees for the sale and servicing of its Class I Shares and Class B Shares to the Fund’s Distributor and/or other qualified recipients.

The Adviser and/or its affiliates may make payments to selected affiliated or unaffiliated third-parties (including the parties who have entered into selling agreements with the Distributor) from time to time in connection with the distribution of Shares and/or the provision of non-distribution services to Shareholders and/or the Fund. These payments will be made out of the Adviser’s and/or affiliates’ own assets and will not represent an additional charge to the Fund. The amount of such payments may be significant in amount, and the prospect of receiving any such payments may provide such third-parties or their employees with an incentive to favor sales of Shares of the Fund over other investment options. Contact your financial intermediary for details about revenue sharing payments it receives or may receive.

Subject to the receipt of Exemptive Relief from the SEC, the Fund intends to adopt a Distribution and Service Plan with respect to Class I Shares and Class B Shares in compliance with Rule 12b-1 under the Investment Company Act. There is no assurance that the Fund will be granted the exemptive order. The Distribution and Service Plan will allow the Fund to pay Distribution and Service Fees for the sale and servicing of its Class I Shares and Class B Shares. Under the Distribution and Service Plan, the Fund will be permitted to pay as compensation up to [•]% and [•]% on an annualized basis of the average net assets of the Fund attributable to Class I Shares and Class B Shares, respectively (the “Distribution and Service Fees”) to the Fund’s Distributor and/or other qualified recipients. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of an investment and may cost more than paying other types of sales charges. Class S Shares are not subject to the Distribution and Service Fees.

The Fund has retained the Administrator, AMG Funds LLC, whose principal business address is 680 Washington Boulevard, Suite 500, Stamford, CT 06901, to provide administrative services to, and assist with operational needs of, the Fund. The Fund has entered into an Administration Agreement with the Administrator. 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 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 “Custodian”) serves as the primary custodian of the assets of the Fund and may maintain custody of such assets with U.S. and non-U.S. subcustodians (which may be banks and trust companies), securities depositories and clearing agencies in accordance with the requirements of Section 17(f) of the Investment Company Act and the rules thereunder. 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 the Custodian or U.S. or non-U.S. subcustodians in a securities depository, clearing agency or omnibus customer account of such custodian. The Custodian’s principal business address is [•].

[•] serves as Transfer Agent to the Fund. The Transfer Agent performs certain transfer agency, recordkeeping, fund accounting, and investor services for the Fund. The Transfer Agent’s principal business address is [•].

The Adviser will bear all of its own costs incurred in providing investment advisory services to the Fund. The Fund will bear all expenses incurred in the business and investment program of the Fund, including all costs related to its organization and offering of Shares, and any charges and fees to which the Fund is subject as an investor in the Underlying Funds.

The Fund (and thus, indirectly, the Shareholders) will bear all expenses incurred in the business of the Fund, including, but not limited to the following:

Except as set forth in the Investment Management 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.

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

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

The Adviser has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (exclusive of certain “Excluded Expenses” listed below) do not exceed [•]% of the Fund’s average daily net assets (the “Expense Limit”). “Excluded Expenses” is defined to include (a) the Incentive Fee paid by the Fund; (b) fees, expenses, allocations, carried interests, etc. of Private Funds and co-investments in portfolio companies in which the Fund or a Subsidiary may invest; (c) acquired fund fees and expenses of the Fund and any Subsidiary; (d) transaction costs, including legal costs and brokerage commissions, of the Fund and any Subsidiary; (e) interest payments incurred by the Fund or a Subsidiary; (f) fees and expenses incurred in connection with any credit facilities obtained by the Fund or a Subsidiary; (g) the Distribution and/or Service Fees (as applicable) paid by the Fund; (h) taxes of the Fund or a Subsidiary; (i) extraordinary expenses of the Fund or a Subsidiary (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; (j) fees and expenses billed directly to a Subsidiary by any accounting firm for auditing, tax and other professional services provided to a Subsidiary; and (k) fees and expenses billed directly to a Subsidiary for custody and fund administration services provided to the Subsidiary. Expenses that are subject to the Expense Limitation and Reimbursement Agreement include, but are not limited to, the Investment Management Fee, the Fund’s administration, custody, transfer agency, recordkeeping, fund accounting and investor services fees, the Fund’s professional fees (outside of professional fees related to transactions), the Fund’s organizational costs and fees and expenses of Fund Trustees. Because the Excluded Expenses noted above are excluded from the Expense Limit, Total

Annual Expenses (after fee waivers and expense reimbursements) may exceed [•]% for a Class of Shares. For a period not to exceed 36 months from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit in place at the time of the Waiver, and the current Expense Limit. The Expense Limitation and Reimbursement Agreement shall continue until such time that the Adviser ceases to be the investment manager of the Fund or upon mutual agreement between the Adviser and the Fund’s Board.

The Fund’s fees and expenses will decrease the net profits or increase the net losses of the Fund that are credited to Shareholders.

Each Shareholder will have the right to cast a number of votes, based on the number of such Shareholder’s Shares, at any meeting of Shareholders called by the Board. Each Share is entitled to one vote per Share. Except for the exercise of such voting privileges, Shareholders 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. Shareholders of the Fund shall have power to vote only: (a) for the election of one or more Trustees in order to comply with the provisions of the Investment Company Act (including Section 16(a) thereof); (b) with respect to any contract entered into pursuant to Article [•] of the Fund’s Declaration of Trust to the extent required by the Investment Company Act; (c) with respect to termination of the Fund or a Class thereof to the extent required by applicable law; and (d) with respect to such additional matters relating to the Fund as may be required by the Fund’s Declaration of Trust, the By-laws of the Fund or any registration of the Fund as an investment company under the Investment Company Act with the SEC (or any successor agency) or as the Trustees may consider necessary or desirable.

The Fund and the Adviser may be subject to a number of actual and potential conflicts of interest.

The Adviser and its affiliates engage in financial advisory activities that are independent from, and may from time to time conflict with, those of the Fund. In the future, there might arise instances where the interests of such affiliates conflict with the interests of the Fund. The Adviser and its affiliates may provide services to, invest in, advise, sponsor and/or act as investment adviser to investment vehicles and other persons or entities (including prospective investors in the Fund) which may have structures, investment objectives and/or policies that are similar to (or different than) those of the Fund; which may compete with the Fund for investment opportunities; and which may, subject to applicable law, co-invest with the Fund in certain transactions. In addition, the Adviser and its affiliates and respective clients may themselves invest in securities that would be appropriate for the Fund. By acquiring Shares, each Shareholder will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest, except as may otherwise be provided under provisions of Federal securities law which cannot be waived or modified.

Although the Adviser and its affiliates seek to allocate investment opportunities among the Fund and their other clients in a fair and reasonable manner, there can be no assurance that an investment opportunity which comes to the attention of the Adviser or its affiliates will be appropriate for the Fund or will be referred to the Fund. The Adviser and its affiliates are not obligated to refer any investment opportunity to the Fund.

The directors, partners, trustees, managers, members, officers and employees of the Adviser and its affiliates may buy and sell securities or other investments for their own accounts (including through funds managed by the Adviser or its affiliates). As a result of differing trading and investment strategies or constraints, investments may be made by directors, partners, trustees, managers, members, officers and employees that are the same, different from or made at different times than investments made for the Fund. To reduce the possibility that the Fund will be materially adversely affected by the personal trading described above, the Fund has adopted a code of ethics (the “Code of Ethics”) in compliance with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the portfolio transactions of the Fund. The Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by email at publicinfo@sec.gov.

The Fund may be considered affiliated with respect to certain of its portfolio companies if certain investment funds, accounts or investment vehicles managed by the Adviser also hold interests in these portfolio companies, and as such, these interests may be considered a joint enterprise under the Investment Company Act. To the extent that the Fund’s interests in these portfolio companies may need to be restructured in the future or to the extent that the Fund chooses to exit certain of these transactions, its ability to do so will be limited.

The Adviser may from time to time have the opportunity to receive material, non-public information (“Confidential Information”) about the issuers of certain investments, including, without limitation, investments being considered for acquisition by the Fund or held in the Fund’s portfolio. The Adviser may (but is not required to) seek to avoid receipt of Confidential Information from issuers so as to avoid possible restrictions on its ability to purchase and sell investments on behalf of the Fund and other clients to which such Confidential Information relates. In such circumstances, the Fund may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells an investment. The Adviser may also determine to receive such Confidential Information in certain circumstances under its applicable policies and procedures. If the Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to purchase or sell investments to which such Confidential Information relates.

Many of the Fund’s portfolio investments are expected to be loans and other securities that are not publicly traded and for which no market-based price quotation is available. As a general matter, the Fund calculates its NAV using the valuations of its advised assets provided by the Adviser and the Fund’s Investment Partners and their respective agents, such valuations based on the Adviser’s and the Fund’s Investment Partners’ valuation methodology. Furthermore, the Board will review and approve in advance the valuation methodology of the Adviser and any independent pricing service used. The participation of the investment professionals of the Adviser in the Fund’s valuation process could result in a conflict of interest as the Investment Management Fee is based on the value of the Fund’s assets. Investments in PIK and OID securities may provide certain additional benefits to the Adviser, including increased management fees resulting from the receipt of such PIK securities interest received on these investments increasing the size of the loan balance of underlying loans.

The professional staff of the Adviser will devote such time and effort in conducting activities on behalf of the Fund as the Adviser reasonably determines to be appropriate for its respective duties to the Fund. However, each of the Adviser’s staff is currently committed to and expects to be committed in the future to providing investment advisory services as well as other services to other clients (including other registered and unregistered pooled investment vehicles) and engaging in other business ventures in which the Fund has no interest. As a result of these separate business activities, the Adviser has actual or potential conflicts of interest in allocating management time, services and functions among the Fund and other business ventures or clients.

Multiple clients of the Adviser may hold or acquire positions directly or indirectly in the securities of the same companies. Such investments and transactions may raise potential conflicts of interest for the Adviser’s clients (including the Fund), particularly if different clients are interested in different classes or types of securities or investments of the same company. In this regard, actions may be taken by some clients, either at their own discretion or at the Adviser’s direction, that may be inconsistent, if not adverse to, other clients, including, but not limited to, interests in different parts of a company’s capital structure during a restructuring, bankruptcy or other insolvency proceeding or similar matter. When the Adviser has clients that are invested in different parts of a company’s capital structure, their interests may diverge in the case of financial distress. In a bankruptcy proceeding, one client’s interests may be subordinated or otherwise adversely affected due to another client’s involvement and actions relating to their investment. In addition, when one client is a creditor of a company in which another client holds more junior securities, actions may be taken, either at the client’s direction or in the Adviser’s discretion with respect to their rights as a creditor, that may be adverse to the interests of other clients. The Adviser takes steps to reasonably ensure all clients are treated in a fair and equitable manner, and mitigates allocation-related risks by leveraging an internal portfolio strategy team and an allocation committee. The allocation committee approves the policies and procedures used in constructing the allocations, audits the construction of allocation recommendations and opines on questions relating to prospective allocations. Notwithstanding the foregoing, there can be no assurances that the Fund will participate in all investment opportunities consistent with the Fund’s investment objective and strategy that comes to the Adviser’s attention.

The Adviser may receive more compensation with respect to certain similarly managed accounts or funds than that received with respect to the Fund or may receive compensation based in part on the performance of those similar accounts or funds. This may create a potential conflict of interest for the Adviser or the respective portfolio managers by providing an incentive to favor these similar accounts or funds when, for example, placing securities transactions. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon the Adviser and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as an affiliate may have an incentive to allocate securities that are expected to increase in value to favored accounts or funds.

By acquiring Shares, each Shareholder will be deemed to have acknowledged the existence of the above actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest, except as may otherwise be provided under provisions of applicable Federal securities law which cannot be waived or modified.

As of the date of this Prospectus, there were no outstanding Shares of the Fund.

A substantial portion of the Fund’s investments are illiquid. For this reason, the Fund is structured as a closed-end interval fund which means that the Shareholders will not have the right to redeem their Shares on a daily basis. In addition, the Fund does not expect any trading market to develop for the Shares. As a result, if investors decide to invest in the Fund, they will have very limited opportunity to sell their Shares.

The Fund provides a limited degree of liquidity to the Shareholders by conducting repurchase offers quarterly.

For each repurchase offer, the Board will set an amount between 5% and 25% of the Fund’s Shares based on relevant factors, including the liquidity of the Fund’s positions and the Shareholders’ desire for liquidity. A Shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the Shareholder’s purchase of the Shares.

Shares will be repurchased at their NAV no later than the fourteenth day after the Repurchase Request Deadline, or the next Business Day if the fourteenth day is not a Business Day. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer, which date will be no more than fourteen (14) days prior to the date on which the repurchase price for Shares is determined. Shareholders who tender may not have all of the tendered Shares repurchased by the Fund. If over-subscriptions occur, the Fund may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. In such an event, the Fund may repurchase only a pro rata portion of the amount tendered by each Shareholder.

[In addition, if a repurchase offer is oversubscribed, the Fund may offer to repurchase additional Shares in an amount determined by the Board that are tendered by an estate (an “Estate Offer”). If an Estate Offer is oversubscribed, the Fund will repurchase such Shares on a pro rata basis. As a result, there can be no assurance that the Fund will be able to repurchase all of the Shares tendered in an Estate Offer. If the Fund repurchases any Shares pursuant to an Estate Offer, this will not affect the number of Shares that it repurchases from other Shareholders in the quarterly repurchase offers.]

In certain circumstances, the Board may require a Shareholder to tender its Shares if, among other reasons, the Board determines that continued ownership of such Shares by the Shareholder may be harmful or injurious to the business or reputation of the Fund, or may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal consequences, or would otherwise not be in the best interests of the Fund.

A Shareholder who tenders for repurchase only a portion of his or her Shares in the Fund will be required to maintain a minimum account balance of $25,000. If a Shareholder tenders a portion of his or her Shares and the repurchase of that portion would cause the Shareholder’s account balance to fall below this required minimum of $25,000, the Fund reserves the right to repurchase all of such Shareholder’s outstanding Shares. Such minimum capital account balance requirement may also be waived by the Board in its sole discretion, subject to applicable federal securities laws.

Once each quarter, the Fund will offer to repurchase at per-class NAV per Share no less than 5% of the outstanding Shares of the Fund, unless such offer is suspended or postponed in accordance with regulatory requirements (as discussed below). For each repurchase offer, the Board will set an amount between 5% and 25% of the Fund’s Shares (the amount set by the Board herein referred to as the “Repurchase Offer Amount”) based on relevant factors, including the liquidity of the Fund’s positions and the Shareholders’ desire for liquidity. The offer to purchase Shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the Investment Company Act). Shareholders will be notified in writing of each quarterly repurchase offer, how they may request that the Fund repurchase their Shares, and the date the repurchase offer ends (the “Repurchase Request Deadline”) (i.e., the date by which Shareholders can tender their Shares in response to a repurchase offer). Shares will be repurchased at the per-class NAV per Share determined as of the close of business no later than the fourteenth day after the Repurchase Request Deadline, or the next Business Day if the fourteenth day is not a Business Day (each a “Repurchase Pricing Date”).

Shares tendered for repurchase by shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. The time between the notification to Shareholders (the “Shareholder Notification”) and the Repurchase Request Deadline is generally thirty (30) days, but may vary from no more than forty-two (42) days to no less than twenty-one (21) days. The Shareholder Notification will contain information Shareholders should consider in deciding whether to tender their Shares for repurchase. The Shareholder Notification also will include detailed instructions on how to tender Shares for repurchase, state the Repurchase Offer Amount and identify the dates of the Repurchase Request Deadline, the scheduled Repurchase Pricing Date, and the date the repurchase proceeds are scheduled for payment (the “Repurchase Payment Deadline”). The Shareholder Notification also will set forth the NAV per Share that has been computed no more than seven (7) days before the date of such notification, and how Shareholders may ascertain the NAV per Share after the notification date. Payment pursuant to the repurchase will be made by checks to the Shareholder’s address of record, or credited directly to a predetermined bank account on the Purchase Payment Date, which will be no more than seven (7) days after the Repurchase Pricing Date. The Board may establish other policies for repurchases of Shares that are consistent with the Investment Company Act, regulations thereunder and other pertinent laws.

If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed 2% of the outstanding Shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if Shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. However, the Fund may accept all Shares tendered for repurchase by Shareholders who own less than $25,000 worth of Shares and who tender all of their Shares, before prorating other amounts tendered. In addition, the Fund may accept the total number of Shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is the Shareholder’s obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan.

The Fund may suspend or postpone a repurchase offer only: (a) if making or effecting the repurchase offer would cause the Fund to lose its status as a RIC under the Code; (b) for any period during which the NYSE or any market on which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is restricted; (c) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (d) for such other periods as the SEC may by order permit for the protection of Shareholders of the Fund.

The Fund must maintain liquid assets equal to the Repurchase Offer Amount from the time that the Shareholder Notification is sent to Shareholders until the Repurchase Pricing Date. The Fund will ensure that a percentage of its net assets equal to at least 100% of the Repurchase Offer Amount consists of assets that can be sold or disposed of in the ordinary course of business at approximately the price at which the Fund has valued the investment within the time period between the Repurchase Request Deadline and the Repurchase Payment Deadline. The Board has adopted procedures that are reasonably designed to ensure that the Fund’s assets are sufficiently liquid so that the Fund can comply with the repurchase offer and the liquidity requirements described in the previous paragraph. If, at any time, the Fund falls out of compliance with these liquidity requirements, the Board will take whatever action it deems appropriate to ensure compliance.

The Fund may cause a mandatory repurchase or redemption of all or some of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, at NAV in accordance with the Declaration of Trust and Section 23 of the Investment Company Act and Rule 23c-2 thereunder.

No person shall become a substituted Shareholder of the Fund without the consent of the Fund, which consent may be withheld in its sole discretion. Shares held by Shareholders may be transferred only: (i) by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder; or (ii) under other limited circumstances, with the consent of the Board (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances).

Notice to the Fund of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Fund with respect to investor eligibility and suitability. Notice of a proposed transfer of a Share must also be accompanied by a properly completed investor application, as applicable, in respect of the proposed transferee. In connection with any request to transfer Shares, the Fund may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may reasonably request. The Board generally will not consent to a transfer of Shares by a Shareholder (i) unless such transfer is to a single transferee, or (ii) if, after the transfer of the Shares, the balance of the account of each of the transferee and transferor is less than $25,000. Each transferring Shareholder and transferee may be charged reasonable expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer.

Any transferee acquiring Shares by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder, will be entitled to the distributions allocable to the Shares so acquired, to transfer the Shares in accordance with the terms of the Declaration of Trust and to tender the Shares for repurchase by the Fund, but will not be entitled to the other rights of a Shareholder unless and until the transferee becomes a substituted Shareholder as specified in the Declaration of Trust. If a Shareholder transfers Shares with the approval of the Board, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom the Shares are transferred is admitted to the Fund as a Shareholder.

By subscribing for Shares, each Shareholder agrees to indemnify and hold harmless the Fund, the Board, the Adviser, the Administrator, the Custodian, the Transfer Agent and each other Shareholder, 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 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 any transfer made by that Shareholder in violation of the Declaration of Trust or any misrepresentation made by that Shareholder in connection with any such transfer.

If the Fund, the Adviser or any governmental agency believes that the Fund has sold Shares to, or is otherwise holding assets of, any person or entity that is acting, directly or indirectly, in violation of U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker, or senior foreign political figure(s) suspected of engaging in corruption, the Fund, the Adviser or such governmental agency may freeze the assets of such person or entity invested in the Fund or suspend the repurchase of Shares. The Fund may also be required to, or deem it necessary or advisable to, remit or transfer those assets to a governmental agency, in some cases without prior notice to the investor.

The Fund calculates its NAV as of the close of business on each Business Day and at such other times as the Board may determine, including in connection with repurchases of Shares, in accordance with the procedures described below or as may be determined from time to time in accordance with policies established by the Board (each, a “Determination Date”).

The Board, including a majority of Independent Trustees, has approved valuation procedures for the Fund (the “Valuation Procedures”). The Valuation Procedures provide that the Fund will value its investments at fair value unless market quotations are “readily available” as defined in the Investment Company Act.

Investments in securities that are listed on the NYSE are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the Business Day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day or, if no asked price is available, at the bid price. Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price on the Business Day as of which such value is being determined as reflected on the tape at the close of the exchange representing the principal market for such securities. If, after the close of a foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain foreign securities may be valued pursuant to procedures established by the Board.

The Board has selected the Adviser to serve as the Fund’s “Valuation Designee” for purposes of Rule 2a-5 under the Investment Company Act (“Rule 2a-5”). As a general matter, to value the Fund’s investments, the Valuation Designee will use current market values when readily available, and otherwise value the Fund’s investments with fair value methodologies that the Adviser believes to be consistent with those used by the Fund for valuing its investments. These fair value calculations will involve significant professional judgment by the Valuation Designee in the application of both observable and unobservable attributes, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. There is no single standard for determining fair value of an investment. Likewise, there can be no assurance that the Fund will be able to purchase or sell an investment at the fair value price used to calculate the Fund’s NAV. Rather, in determining the fair value of an investment for which there are no readily available market quotations, the Valuation Designee may consider several factors, including: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective investment; (2) comparison to the values and current pricing of investments that have comparable characteristics; (3) knowledge of historical market information with respect to the investment; (4) other factors relevant to the investment which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality. The Valuation Designee may also consider periodic financial statements (audited and unaudited) or other information provided by the investment’s borrower. The Valuation Designee will attempt to obtain current valuation information from the borrower to value all fair valued investments, but it is anticipated that such information could be available on no more than a quarterly basis. This is especially true as it relates to direct loans. Furthermore, the Board may not have the ability to assess the accuracy of the valuation information from the borrowers.

The Valuation Designee will monitor the valuations of Fund investments, provide quarterly reporting to the Board on material changes in the valuation process pursuant to Rule 2a-5, and review any material concerns with the Board. Any such decision regarding valuation would be made in good faith, and subject to the review, reporting, and supervision of the Board.

Additionally, the values of the Fund’s direct loan investments are adjusted daily based on the estimated total return that the asset will generate during the current quarter. The Valuation Designee monitors these estimates regularly and updates them as necessary if macro or individual changes warrant any adjustments. At the end of the quarter, each direct loan’s value is adjusted based on the actual income and appreciation or depreciation realized by such loan when its quarterly valuations and income are reported. This information is updated as soon as the information becomes available.

As noted above, the Fund’s NAV is calculated as of the close of business on each Business Day. However, there may be circumstances where it may not be practicable to determine an NAV, including, but not limited to, during any period when the principal stock exchanges for securities in which the Fund has invested its assets are closed other than for weekends and customary holidays (or when trading on such exchanges is restricted or suspended), or an emergency exists as determined by the SEC, making securities sales or determinations of NAV not practicable, or the SEC permits a delay for the protection of shareholders. In such circumstances, the Board (after consultation with the Adviser) may suspend the calculation of NAV. The Fund will not accept subscriptions for Shares if the calculation of NAV is suspended, and the suspension may require the termination of a pending repurchase offer by the Fund (or the postponement of the Valuation Date for a repurchase offer). Notwithstanding a suspension of the calculation of NAV, the Fund will be required to determine the value of its assets and report NAV in its semi-annual and annual reports to Shareholders and in its reports on Form N-PORT filed with the SEC after the end of the first and third quarters of the Fund’s fiscal year. The Administrator will resume calculation of the Fund’s NAV after the Board (in consultation with the Adviser) determines that conditions no longer require suspension of the calculation of NAV.

The following is a summary of certain material federal income tax consequences of acquiring, holding and disposing of Shares. Because the federal income tax consequences of investing in the Fund may vary from Shareholder to Shareholder depending on each Shareholder’s unique federal income tax circumstances, this summary does not attempt to discuss all potential of the federal income tax consequences of such an investment. Among other things, except in certain limited cases, this summary does not purport to deal with persons in special situations (such as financial institutions, insurance companies, entities exempt from federal income tax, RICs, dealers in commodities and securities, pass through entities, and, except to the extent discussed below, non-U.S. persons). Further, to the limited extent this summary discusses possible foreign, state and local income tax consequences, it does so in a very general manner. Finally, this summary does not purport to discuss federal tax consequences (such as estate and gift tax consequences) other than those arising under the federal income tax laws. You are therefore urged to consult your tax advisers to determine the federal, state, local and foreign tax consequences of acquiring, holding and disposing of Shares.

The following summary is based upon the Code as well as administrative regulations and rulings and judicial decisions thereunder, in effect as of the date hereof, all of which are subject to change at any time (possibly on a retroactive basis). Accordingly, no assurance can be given that the tax consequences to the Fund or its shareholders will continue to be as described herein.

The Fund has not sought or obtained a ruling from the IRS (or any other federal, state, local or foreign governmental agency) or an opinion of legal counsel as to any specific federal, state, local or foreign tax matter that may affect the Fund or its shareholders. Accordingly, although this summary is considered to be a correct interpretation of applicable law, no assurance can be given that a court or taxing authority will agree with such interpretation or with the tax positions taken by the Fund.

Except where specifically noted, this summary relates solely to U.S. Shareholders. A U.S. Shareholder for purposes of this discussion is a person who is a citizen or a resident alien of the U.S., a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S. or any political subdivision thereof, an estate whose income is subject to U.S. federal income tax regardless of its source or a trust if: (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The Fund intends to qualify as a RIC under federal income tax law. As a RIC, the Fund will generally not be subject to federal corporate income taxes, provided that it distributes out to Shareholders its taxable income and gain each year. To qualify for treatment as a RIC, the Fund must meet three important tests each year.

First, the Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities or currencies, or net income derived from interests in qualified publicly traded partnerships (the “Source of Income Test”).

Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other RICs, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer), and no more than 25% of the value of the Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. government securities and securities of other RICs), (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.

Third, the Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) and 90% of its net tax-exempt interest income, if any, for the year.

To the extent that the Fund invests in Underlying Funds that are partnerships for federal income tax purposes (other than qualified publicly traded partnerships), the Fund will generally need to take into account its proportionate share of the income and assets of those Underlying Funds for purposes of these three tests.

The Fund intends and expects to comply with these three requirements each year, but there can be no assurance that this will always be the case. If for any taxable year the Fund were not to qualify as a RIC, all its taxable income would be subject to income tax at regular corporate rates without any deduction for distributions to Shareholders. In that event, all taxable Shareholders would recognize dividend income on distributions to the extent of the Fund’s current and accumulated earnings and profits, although Shareholders that are corporations could be eligible for the dividends-received deduction.

The Code imposes a nondeductible 4% excise tax on RICs that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax, although no assurance can be given that this will always be the case.

Certain of the Fund’s investments will require the Fund to recognize taxable income in a taxable year in excess of the cash generated on those investments during that year. In particular, a significant portion of the Fund’s investments may consist of investments in entities that are treated as partnerships for federal income tax purposes and in many cases may generate taxable income in a year that exceeds the amount of the cash distributions made by the entities during the year. Moreover, the Fund may invest, directly or indirectly, in debt obligations that will be treated as having OID, or market discount, for U.S. federal income tax purposes. Additionally, some of the CLOs in which the Fund may invest may constitute passive foreign investment companies, or under certain circumstances, controlled foreign corporations. The Fund may also invest in certain derivatives, enter into transactions in foreign currencies, engage in hedging transactions, or make other investments that will cause the Fund to recognize taxable income without a

corresponding receipt of cash. Because the Fund may be required to recognize income in respect of these and certain other investments before, or without receiving, cash representing such income, the Fund may have difficulty satisfying the annual distribution requirements applicable to RICs and avoiding Fund-level U.S. federal income and/or excise taxes. Accordingly, the Fund may be required to sell assets, including at potentially disadvantageous times or prices, raise additional debt or equity capital, make taxable distributions of its Shares or debt securities, or reduce new investments, to obtain the cash needed to make income distributions and/or meet repurchase requests. If the Fund liquidates assets to raise cash, the Fund may realize gain or loss on such liquidations; in the event the Fund realizes net capital gains from such liquidation transactions, the Shareholders may receive larger capital gain distributions than they would in the absence of such transactions. Additionally, liquidation of Fund assets in order to meet Share redemptions may impact the Fund’s ability to qualify as a RIC under the Code as described above.

The Fund may invest a portion of its net assets in below investment grade instruments or in pass-through entities holding such instruments. Investments in these types of instruments may present special tax issues for the Fund, including the recognition of taxable income prior to the receipt of corresponding cash. Moreover, federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues would need to be addressed by the Fund to attempt to seek to ensure that it distributes sufficient income that it does not become subject to corporate income or excise tax.

In the event the Fund owns equity interests in operating businesses conducted in “pass-through” form (i.e., as a partnership for U.S. federal income tax purposes), income from such equity interests may not qualify for purposes of the Source of Income Test and, as a result, the Fund may be required to hold such interests through one or more taxable subsidiary corporations, which it may hold indirectly through a holding company. In such a case, any income from such equity interests should not adversely affect the Fund’s ability to meet the Source of Income Test, although such income generally would be subject to U.S. federal income tax, which the Fund would indirectly bear through its ownership of such subsidiary corporations. The Fund’s ability to hold such investments in subsidiary corporations is subject to the limits of the diversification tests described above.

Distributions to Shareholders. The Fund contemplates declaring as dividends each year all or substantially all of its taxable income and intends to make quarterly distributions. In general, distributions will be taxable to you for federal, state and local income tax purposes unless you are a tax-exempt entity, such as a tax-exempt organization or a qualified retirement plan or individual retirement account. Distributions are taxable whether they are received in cash or reinvested in Shares.

Each Shareholder whose Shares are registered in the Shareholder’s own name will automatically have all income dividends and capital gains distributions automatically reinvested in Shares priced at the then-current NAV unless such Shareholder, at any time, specifically elects to receive income dividends and/or capital gains distributions in cash. A taxpaying Shareholder receiving Shares instead of cash distributions will generally owe taxes as a result of the distribution and, because Fund Shares are generally illiquid, may need other sources of funds to pay any taxes. Fund distributions attributable to net investment income and short-term capital gains will generally be taxable to you as ordinary income.

Fund distributions, if any, that are attributable to “qualified dividend income” or “net long-term capital gains” earned by the Fund would be taxable to non-corporate Shareholders at the reduced rates applicable to net long-term capital gains. The Fund does not anticipate, however, that a significant portion of its distributions is likely to be attributable to “qualified dividend income” or “net long-term capital gains.”

Shareholders are generally taxed on any dividends from the Fund in the year they are actually received, except that dividends declared in October, November or December of a year, and paid in January of the following year, will generally be treated for federal income tax purposes as having been paid to Shareholders on December 31st of the year in which the dividend was declared.

Shareholders should contact the Fund’s Administrator at (800) 548-4539 or AMG Funds LLC, 680 Washington Boulevard, Suite 500, Stamford, CT 06901 (or their investment adviser if Shares were acquired through such financial intermediary) to make elections to receive income dividends and/or capital distributions in cash.

Certain Foreign Taxes. The Fund may be subject to taxes, including foreign withholding or transfer taxes, attributable to investments of the Fund. If at the close of the Fund’s taxable year more than 50% of the value of its assets were to consists of foreign stock or securities, the Fund will be eligible to elect, for federal income tax purposes, to treat certain foreign taxes paid by it, including generally any withholding and other foreign income taxes, as paid by Shareholders. If the Fund so elects, the pro rata amount of such foreign taxes paid by the Fund would be included in Shareholders’ income and each such Shareholder will be entitled either (1) to credit that proportional amount of taxes against its U.S. Federal income tax liability as a foreign tax credit or (2) to take that amount as an itemized deduction. The Fund does not expect to be able to make such an election.

Sales, Exchanges and Redemptions. Shareholders will recognize taxable gain or loss on a sale, exchange or redemption of Shares in an amount equal to the difference between the Shareholder’s tax basis in the Shares and the amount the Shareholder receives for them. Generally, this gain or loss will be long-term or short-term depending on whether the holding period exceeds 12 months. A loss recognized by a Shareholder upon a sale or other disposition of Shares held for six months or less will be recharacterized as a long-term capital loss rather than a short-term capital loss to the extent of any capital gains dividends received by the Shareholder on the Shares during that holding period. Additionally, any loss realized on a disposition of Shares may be disallowed under “wash sale” rules to the extent the Shares disposed of are replaced with other Shares within a period of 61 days beginning 30 days before and ending 30 days after the Shares are disposed of, such as pursuant to a dividend reinvestment in Shares, or in the event the Shareholder enters into a contract or option to repurchase Shares within such period. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired.

The Fund is required to determine and report to the IRS the cost basis of Shares sold, exchanged or redeemed in addition to reporting the amount received from the others. The Fund will use the average cost method unless it is instructed to select a different method for purposes of determining Share cost basis, or a Shareholder chooses to specifically identify Shares at the time of each sale, exchange or redemption. If a Shareholder’s account is held by a broker or other adviser, the broker or adviser may select a different default method. In these cases, Shareholders should contact the holder of the Shares to obtain information with respect to the available methods and elections for such accounts. Shareholders should carefully review the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on federal and state income tax returns.

Net Investment Income Tax. A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a Shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain Shareholders that are estates and trusts. For these purposes, interest, dividends, and certain capital gains (among other categories of income) are generally taken into account in computing a Shareholder’s net investment income.

IRAs and Other Tax Qualified Plans. In general, dividends received and gain or loss realized with respect to Shares held in an IRA or other tax qualified plan will not be currently taxable unless the Shares were acquired with borrowed funds.

U.S. Tax Treatment of Non-U.S. Shareholders. A “Non-U.S. Shareholder” for purposes of this discussion generally is a beneficial owner of Shares that is not a U.S. Shareholder or an entity treated as a partnership for U.S. federal income tax purposes. This includes nonresident alien individuals, foreign trusts or estates and foreign corporations. Whether an investment in Shares is appropriate for a Non-U.S. Shareholder will depend upon that person’s particular circumstances. An investment in Shares may have adverse tax consequences as compared to a direct investment in the assets in which the Fund will invest. Non-U.S. Shareholders should consult their tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in Shares, including applicable tax reporting requirements.

Except as described below, distributions of “investment company taxable income” to Non-U.S. Shareholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to Non-U.S. Shareholders directly) will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of the Fund’s current and accumulated earnings and profits unless the distributions are effectively connected with a U.S. trade or business of a Non-U.S. Shareholder. This will be the case even if a Non-U.S. Shareholder is a participant in a dividend reinvestment program (and will reduce the amounts of a distribution that can be reinvested pursuant to a dividend reinvestment program). If the distributions are effectively connected with a U.S. trade or business of a Non-U.S. Shareholder, and, if required by an applicable income tax treaty, attributable to a permanent establishment in the United States, the distributions will be subject to U.S. federal income tax at the rates applicable to the U.S. Shareholder, and the Fund will not be required to withhold U.S. federal tax if the Non-U.S. Shareholder complies with applicable certification and disclosure requirements. The Fund will withhold on distributions of investment company taxable income to Non-U.S. Shareholders unless certain exemptions apply and are appropriately documented to the Fund. Special certification requirements apply to a Non-U.S. Shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their tax advisers.

Properly reported dividends received by a Non-U.S. Shareholder are generally exempt from U.S. federal withholding tax when they (i) are paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income), or (ii) are paid in connection with the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital gain over its long-term capital loss for such taxable year). In order to qualify for this exemption from withholding, a Non-U.S. Shareholder must comply with applicable certification requirements relating to its Non-U.S. Shareholder status (including, in general, furnishing an IRS Form W-8BEN (for individuals), IRS Form W-8BEN-E (for entities) or an acceptable substitute or successor form). In the case of Shares held through an intermediary, the intermediary may withhold even if the Fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. Shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

Actual or deemed distributions of the Fund’s net capital gains to a Non-U.S. Shareholder, and gains realized by a Non-U.S. Shareholder upon the sale or redemption of Shares, will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. Shareholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. Shareholder in the United States) or, in the case of an individual, the Non-U.S. Shareholder was present in the United States for 183 days or more during the taxable year and certain other conditions are met.

If the Fund distributes its net capital gains in the form of deemed rather than actual distributions, a Non-U.S. Shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the non-U.S. Shareholder’s allocable share of the corporate-level tax the Fund pays on the capital gains deemed to have been distributed; however, in order to obtain the refund, the Non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the Non-U.S. Shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return.

For a corporate Non-U.S. Shareholder, distributions (both cash and in Shares), and gains realized upon the sale or redemption of Shares that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

A Non-U.S. Shareholder who is a non-resident alien individual may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the Non-U.S. Shareholder provides the Fund or the Administrator with an IRS Form W-8BEN or an acceptable substitute form or otherwise meets documentary evidence requirements for establishing its Non-U.S. Shareholder status or otherwise establishes an exemption from backup withholding.

Pursuant to U.S. withholding provisions commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), payments of most types of income from sources within the United States (as determined under applicable U.S. federal income tax principles), such as interest and dividends, in each case, to a foreign financial institution, investment funds and other non-U.S. persons generally will be subject to a 30% U.S. federal withholding tax, unless certain information reporting and other applicable requirements are satisfied. Any Non-U.S. Shareholder that either does not provide the relevant information or is otherwise not compliant with FATCA may be subject to this

withholding tax on certain distributions from the Fund. Any taxes required to be withheld under these rules must be withheld even if the relevant income is otherwise exempt (in whole or in part) from withholding of U.S. federal income tax, including under an income tax treaty between the United States and the Non-U.S. Shareholder’s beneficial owner’s country of tax residence. Each Non-U.S. Shareholder should consult its tax advisers regarding the possible implications of this withholding tax (and the reporting obligations that will apply to such Non-U.S. Shareholder, which may include providing certain information in respect of such Non-U.S. Shareholder’s beneficial owners).

State and Local Taxes. In addition to the U.S. federal income tax consequences summarized above, you may be subject to state and local taxes on distributions and redemptions. State income taxes may not apply, however, to the portions of the Fund’s distributions, if any, that are attributable to interest on U.S. government securities.

Information Reporting and Backup Withholding. Under applicable “backup withholding” requirements, the Fund may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized upon sale payable to Shareholders who have failed to provide a correct tax identification number in the manner required, or who are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so or that they are “exempt recipients.” The amount of any backup withholding from a payment to a Shareholder will be allowed as a credit against the Shareholder’s U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is timely furnished to the IRS. The current backup withholding rate is 24%.

The preceding is a summary of some of the tax rules and considerations affecting Shareholders and the Fund’s operations and does not purport to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in making an investment in the Fund. A Shareholder may be subject to other taxes, including but not limited to, state and local taxes, estate and inheritance taxes, and intangible taxes that may be imposed by various jurisdictions. The Fund also may be subject to state, local, and foreign taxes that could reduce cash distributions to Shareholders. It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. Each prospective Shareholder is urged to consult with his or her tax adviser with respect to any investment in the Fund.

Persons who are fiduciaries with respect to an employee benefit plan or other arrangements subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (an “ERISA Plan”), certain IRAs, or certain Keogh 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, the avoidance of prohibited transactions, and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, U.S. Department of Labor regulations provide that a fiduciary of the ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan’s portfolio, whether the investment is designed reasonably to further the ERISA Plan’s purposes, the risk and return factors, the portfolio’s composition with regard to diversification, the liquidity and current total return of the portfolio relative to the anticipated cash flow needs of the ERISA Plan and the proposed investment, the income taxes (if any) attributable to the investment, and the projected return of the investment relative to the ERISA Plan’s funding objectives. Before investing the assets of an ERISA Plan in the Fund, an ERISA Plan fiduciary should determine whether such an investment is consistent with ERISA’s fiduciary responsibilities and the foregoing considerations. If a fiduciary with respect to any such ERISA Plan breaches such responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach. Non-ERISA-covered IRAs and Keogh plans and other arrangements not subject to ERISA, but subject to the prohibited transaction rules of Section 4975 of the Code (“Code Plans”; together with ERISA Plans, “Plans”), should determine whether an investment in the Fund will violate those rules.

Because the Fund will be registered as an investment company under the Investment Company Act, the underlying assets of the Fund will not be considered “plan assets” of the Plans investing in the Fund for purposes of ERISA’s fiduciary responsibility rules and ERISA and the Code’s prohibited transaction rules. Thus, the Adviser will not be a fiduciary within the meaning of ERISA and the Code with respect to the assets of any Plan that becomes a Shareholder of the Fund, solely as a result of the Plan’s investment in the Fund.

Certain prospective ERISA Plan investors may currently maintain relationships with the Adviser or with other entities that are affiliated with the Adviser. Each of such persons may be deemed to be a party in interest to, a disqualified person of, and/or a fiduciary of any ERISA Plan to which it provides investment management, investment advisory, or other services. ERISA and the Code prohibit ERISA Plan assets from being used for the benefit of a party in interest or disqualified person and also prohibit a fiduciary from using its position to cause the ERISA 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. ERISA Plan investors should consult with legal counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA or the Code. ERISA Plan fiduciaries will be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such affiliated persons, that they are duly authorized to make such investment decisions, 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.

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 herein is, of necessity, general and may be affected by the future publication or the future applicability of final regulations and rulings. Potential investors should consult with their legal advisers regarding the consequences under ERISA and the Code of the acquisition and ownership of Shares.

The Fund is authorized to offer an unlimited amount of Shares. This Prospectus describes three separate classes of Shares designated as Class S Shares, Class I Shares and Class B Shares. Class I Shares and Class B Shares will not be offered to investors until the Fund has received Exemptive Relief from the SEC permitting the multi-class structure. There is no assurance that the Fund will be granted the exemptive order. From time to time, and subject to the receipt of Exemptive Relief, the Board may create and offer additional classes of Shares, or may vary the characteristics of Class S Shares, Class I Shares, or Class B Shares described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular Class of Shares; (5) differences in any dividends and NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses; (6) any sales load structure; and (7) any conversion features, as permitted under the Investment Company Act. The Fund’s repurchase offers will be made to all of its classes of Shares at the same time, in the same proportional amounts and on the same terms, except for differences in NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses.

The minimum initial investment in Class S Shares by any investor is $10,000,000. The minimum initial investment in Class I Shares by any investor is $1,000,000. The minimum initial investment in Class B Shares by any investor is $50,000. The minimum additional investment in the Fund by any Shareholder is $5,000. However, the Fund, in its sole discretion, may accept investments below these minimums. Shares may be purchased by principals and employees of the Adviser or its affiliates and their immediate family members without being subject to the minimum investment requirements. The Shares will initially be issued at $10 per share, and thereafter, the purchase price for each Class of Shares will be based on the NAV per Share of that class as of the date such Shares are purchased.

None of the Class S Shares, Class I Shares or Class B Shares are subject to an initial sales charge.

Shares will generally be offered for purchase on each Business Day, except that Shares may be offered more or less frequently as determined by the Fund in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.

Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in cash. Orders will be priced at the appropriate price next computed after the order is received by the Administrator. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund at any time. In the event that cleared funds and/or a properly completed investor application, as applicable, are not received from a prospective investor prior to the cut-off times pertaining to a particular offering, the Fund may hold the relevant funds and investor application for processing in the next offering.

In general, an investment will be accepted if a completed investor application, as applicable, and funds are received in good order in advance of the cut-off dates identified in a particular offering. The Fund reserves the right to reject, in its sole discretion, any request to purchase Shares in the Fund at any time.

The Fund has authorized one or more brokers to receive on its behalf purchase orders. Such brokers are authorized to designate other intermediaries to receive purchase orders on the Fund’s behalf. The Fund will be deemed to have received a purchase order when an authorized broker, or if applicable, a broker’s authorized designee, receives the order. Customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized broker or the broker’s authorized designee.

The Fund may be dissolved upon approval of a majority of the Trustees. Upon the liquidation of the Fund, its assets will be distributed first to satisfy (whether by payment or the making of a reasonable provision for payment) the debts, liabilities and obligations of the Fund, including actual or anticipated liquidation expenses, other than debts, liabilities or obligations to Shareholders, and then to the Shareholders proportionately in accordance with the amount of Shares that they own. Assets may be distributed in-kind on a proportionate basis if the Board or liquidator determines that the distribution of assets in-kind would be in the interests of the Shareholders in facilitating an orderly liquidation.

The Fund will furnish to Shareholders as soon as practicable after the end of each of its taxable years such information as is necessary for them to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. The Fund anticipates sending Shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the Investment Company Act.

The Fund’s fiscal year is the 12-month period ending on March 31. The Fund’s taxable year is the 12-month period ending on September 30.

[•], located at [•], serves as the independent registered public accounting firm for the Fund.

Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103-6996, serves as fund formation counsel.

Ropes & Gray LLP, Three Embarcadero Center, San Francisco, CA 94111-4006, serves as counsel to the Fund.

Sullivan & Worcester LLP, 1666 K St NW #700, Washington, DC 20006, serves as counsel to the Independent Trustees.

Inquiries concerning the Fund and Shares (including procedures for purchasing Shares) should be directed to the Fund’s Administrator, AMG Funds LLC, at 1 (800) 548-4539 or 680 Washington Boulevard, Suite 500, Stamford, CT 06901.

The information in this statement of additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This Statement of Additional Information (“SAI”) is not a prospectus. This SAI relates to and should be read in conjunction with the prospectus (the “Prospectus”) of the AMG Pantheon Credit Solutions Fund dated [•], as it may be further amended or supplemented from time to time. This SAI is incorporated by reference in its entirety into the Prospectus. A copy of the Prospectus (as well as the Fund’s Annual Report and Semi-Annual report once completed) may be obtained without charge by contacting the Fund at the telephone number or address set forth above. You may also obtain the Prospectus, Annual Report and Semi-Annual Report by visiting the Fund’s website at [•].

This SAI is not an offer to sell shares of beneficial interest (“Shares”) of the Fund and is not soliciting an offer to buy Shares in any state where the offer or sale is not permitted.

Capitalized terms not otherwise defined herein have the same meaning set forth in the Prospectus.

Shares are distributed by AMG Distributors, Inc. to institutions and financial intermediaries who may distribute Shares to clients and customers (including affiliates and correspondents) of the Fund’s investment adviser, and to clients and customers of other organizations. The Fund’s Prospectus, which is dated [•], provides basic information investors should know before investing. This SAI is intended to provide additional information regarding the activities and operations of the Fund and should be read in conjunction with the Prospectus.

AMG Pantheon Credit Solutions Fund (the “Fund”) is a Delaware statutory trust organized on September 29, 2023, and is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund operates as an interval fund.

The investment objective of the Fund, as well as the principal investment strategies of the Fund and the principal risks associated with such investment strategies, are set forth in the Prospectus. Certain additional information regarding the investment program of the Fund is set forth below.

The Fund’s fundamental policies, which are listed below, may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund. No other policy is a fundamental policy of the Fund, except as expressly stated. As defined by the Investment Company Act, the vote of a “majority of the outstanding voting securities of the Fund” means the vote, at an annual or special meeting of the Shareholders of the Fund, duly called, (i) of 67% or more of the Shares represented at such meeting, if the holders of more than 50% of the outstanding Shares are present in person or represented by proxy or (ii) of more than 50% of the outstanding Shares, whichever is less. Within the limits of the fundamental policies of the Fund, the management of the Fund has reserved freedom of action.

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, Underlying Funds are not considered part of any industry or group of industries.

IN ADDITION TO THE ABOVE, THE FUND HAS ADOPTED THE FOLLOWING ADDITIONAL FUNDAMENTAL POLICIES:

THE FUND MAY CHANGE ITS INVESTMENT OBJECTIVE, POLICIES, RESTRICTIONS, STRATEGIES, AND TECHNIQUES.

Except as otherwise indicated, the Fund may change its investment objective and any of its policies, restrictions, strategies, and techniques without Shareholder approval. The investment objective of the Fund is not a fundamental policy of the Fund and may be changed by the Board of Trustees of the Fund (the “Board”) without the vote of a majority (as defined by the Investment Company Act) of the Fund’s outstanding Shares.

THE FOLLOWING DESCRIPTIONS OF THE INVESTMENT COMPANY ACT MAY ASSIST INVESTORS IN UNDERSTANDING THE ABOVE POLICIES AND RESTRICTIONS.

Borrowing. The Investment Company Act restricts an investment company from borrowing in excess of 33 1/3% of its total assets (including the amount borrowed, but excluding temporary borrowings not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the Investment Company Act shall not be regarded as borrowings for the purposes of the Fund’s investment restriction.

Concentration. The SEC staff has defined concentration as investing 25% or more of an investment company’s total assets in any particular industry or group of industries, with certain exceptions such as with respect to investments in obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities. For purposes of the Fund’s concentration policy, the Fund may classify and re-classify companies in a particular industry and define and re-define industries in any reasonable manner, consistent with SEC guidance.

Senior Securities. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The Investment Company Act generally prohibits funds from issuing senior securities, unless immediately after the issuance of the leverage the fund has satisfied the asset coverage test with respect to senior securities, representing indebtedness prescribed by the Investment Company Act; that is, the value of the fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) is at least 300% of the senior securities representing indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 33 1/3% of the fund’s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare any cash dividend or other distribution on common shares unless, at the time of such declaration, this asset coverage test is satisfied.

Underwriting. Under the Investment Company Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.

Lending. Under the Investment Company Act, an investment company may only make loans if expressly permitted by its investment policies.

The members of the Board (the “Trustees”) 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, subject to the laws of the State of Delaware and the Fund’s Declaration of Trust. 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 Trustee and each Officer is c/o AMG Funds LLC, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

There is no stated term of office for Trustees. Each Trustee serves during the continued lifetime of the Fund until he or she dies, resigns or is removed, or, if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor in accordance with the Fund’s organizational documents. The Chairman of the Board, the President, any Vice President, the Treasurer, and the Secretary and such other officers as the Trustees 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 Trustees are not required to contribute to the capital of the Fund or to hold Shares. A majority of Trustees of the Board are not “interested persons” (as defined in the Investment Company Act) of the Fund (collectively, the “Independent Trustees”). Any Trustee who is not an Independent Trustee is an interested trustee (“Interested Trustee”).

The Trustees in the following table are Independent Trustees of the Fund. [•] serves as the Independent Chairman of the Board.

INFORMATION ABOUT EACH TRUSTEE’S EXPERIENCE, QUALIFICATIONS, ATTRIBUTES OR SKILLS

Trustees 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 Trustees are shown in the tables above. The summaries relating to the experience, qualifications, attributes and skills of the Trustees are required by the registration form adopted by the SEC, do not constitute holding out the Board or any Trustee 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 Trustee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Trustee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees 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 Trustee’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 Trustees 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 Trustees 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.

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 [•] Trustees, [•] of whom are Independent Trustees. An Independent Trustee serves as Chairman of the Board. In addition, the Board also has two standing committees, the Audit Committee and Governance Committee (the “Committees”) (discussed below), each comprised of all of the Independent Trustees, to which the Board has delegated certain authority and oversight responsibilities.

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 Trustees, the Independent Trustees’ 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 Trustees and the Independent Trustees’ independent legal counsel, the Independent Trustee consider a variety of matters that are required by law to be considered by the Independent Trustees, 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 Trustees 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.

As described below, the Board has two 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.

The Board has an Audit Committee consisting of all of the Independent Trustees. [•] serves as the chairman of the Audit Committee. Under the terms of its charter, the Audit Committee (i) acts for the Trustees in overseeing the Fund’s financial reporting and auditing processes; (ii) receives and reviews communications from the independent registered public accounting firm relating to its review of the Fund’s financial statements; (iii) 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; (iv) 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; (v) 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; (vi) 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 (vii) 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 Board has a Governance Committee consisting of all of the Independent Trustees. [•] 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 Trustees; (ii) the designation and responsibilities of the chairperson of the Board (who shall be an Independent Trustee) 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 Trustees; 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 Trustee; (ii) conduct self-evaluations of the performance of the Trustee 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 Trustees 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 Shareholders. Shareholders 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, 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901.

[For their services as Trustees of the Fund and other funds within the AMG Fund complex (defined below) for the fiscal year ending [•], the Trustees are estimated to be compensated as follows:]

The Fund and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1 of the Investment Company Act, which is designed to prevent affiliated persons of the Fund and the Adviser from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund. [The codes of ethics permit persons subject to them to invest in securities, including securities that may be held or purchased by the Fund, subject to a number of restrictions and controls]. Compliance with the codes of ethics is carefully monitored and enforced.

The codes of ethics are included as exhibits to the Fund’s registration statement filed with the SEC and are available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov, and may also be obtained after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.

Pantheon Ventures (US) LP (the “Adviser”) serves as the investment adviser to the Fund. The Adviser is located at 555 California Street, Suite 3450, San Francisco, CA 94104. The Adviser was founded in [•]. The Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended. Subject to the general supervision of the Board, and in accordance with the investment objective, policies, and restrictions of the Fund, the Adviser is responsible for the management and operation of the Fund and the investment of the Fund’s assets. The Adviser provides such services to the Fund pursuant to the Investment Management Agreement.

The Investment Management Agreement became effective as of [•] and will continue in effect for an initial two-year term. Thereafter, the Investment Management Agreement continues in effect from year to year provided such continuance is specifically approved at least annually by (i) the vote of a majority of the outstanding voting securities of the Fund or a majority of the Board and (ii) the vote of a majority of the Independent Trustees of the Fund, cast in person at a meeting called for the purpose of voting on such approval.

The Investment Management Fee. Pursuant to the Investment Management Agreement, the Fund pays the Adviser a monthly Investment Management Fee equal to [•]% on an annualized basis of the Fund’s average daily Managed Assets, subject to certain adjustments. The Investment Management Fee will be paid to the Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. Managed Assets means the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares) as of each day, subject to certain adjustments. The Investment Management Fee will be accrued daily and will be due and payable monthly in arrears. The Adviser has contractually agreed to waive [•]% of the Investment Management Fee for a period of one year following the Fund’s commencement of operations.

Incentive Fee. In addition to the Investment Management Fee, the Adviser will be entitled to an income incentive fee (“Incentive Fee”), if earned. The Incentive Fee is payable quarterly in arrears based upon “pre-incentive fee net investment income” attributable to each class of the Fund’s Shares for the immediately preceding fiscal quarter, and is subject to a hurdle rate, expressed as a rate of return based on each class’s average daily net asset value (calculated in accordance with GAAP), equal to [•]% per quarter (or an annualized hurdle rate of [•]%, subject to a “catch-up” feature. For this purpose, “pre-incentive fee net investment income” means interest income (inclusive of accrued interest and other non-cash interest features, including OID), dividend income and any other income accrued during the fiscal quarter, minus each class’s operating expenses for the quarter and the distribution and/or shareholder servicing fees (if any) applicable to each class accrued during the fiscal quarter. For such purposes, the Fund’s operating expenses will include the Management Fee but will exclude the Incentive Fee.

The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of 10% on pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches [•]% of the class’s average daily net asset value (calculated in accordance with GAAP) in any fiscal quarter.

Expense Limitation and Reimbursement Agreement. The Adviser has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (exclusive of certain “Excluded Expenses” listed below) do not exceed [•]% of the Fund’s average daily net assets (the “Expense Limit”). “Excluded Expenses” is defined to include (a) the Incentive Fee paid by the Fund; (b) fees, expenses, allocations, carried interests, etc. of Private Funds and co-investments in portfolio companies in which the Fund or a Subsidiary may invest; (c) acquired fund fees and expenses of the Fund and any Subsidiary; (d) transaction costs, including legal costs and brokerage commissions, of the Fund and any Subsidiary; (e) interest payments incurred by the Fund or a Subsidiary; (f) fees and expenses incurred in connection with any credit facilities obtained by the Fund or a Subsidiary; (g) the Distribution and/or Service Fees (as applicable) paid by the Fund; (h) taxes of the Fund or a Subsidiary; (i) extraordinary expenses of the Fund or a Subsidiary (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; (j) fees and expenses billed directly to a Subsidiary by any accounting firm for auditing, tax and other professional services provided to a Subsidiary; and (k) fees and expenses billed directly to a Subsidiary for custody and fund administration services provided to the Subsidiary. Expenses that are subject to the Expense Limitation and Reimbursement Agreement include, but are not limited to, the Investment Management Fee, the Fund’s administration, custody, transfer agency, recordkeeping, fund accounting and investor services fees, the Fund’s professional fees (outside of professional fees related to transactions), the Fund’s organizational costs and fees and expenses of Fund Trustees. Because the Excluded Expenses noted above are excluded from the Expense Limit, Total Annual Expenses (after fee waivers and expense reimbursements) may exceed [•]% for a Class of Shares. For a period not to exceed 36 months from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit in place at the time of the Waiver, and the current Expense Limit. The Expense Limitation and Reimbursement Agreement shall continue until such time that the Adviser ceases to be the investment manager of the Fund or upon mutual agreement between the Adviser and the Fund’s Board.

The persons who have primary responsibility for the day-to-day management of the Fund’s portfolio (the “Portfolio Managers”) are [•]. Information provided below regarding other accounts managed by the Portfolios Managers is as of [•].

Conflicts of Interest. The Adviser and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:

In following the Fund’s investment strategy, the Adviser expects few of the Fund’s transactions to involve brokerage. To the extent the Fund’s transactions involve brokerage, the Fund does not expect to use one particular broker or dealer. It is the Fund’s policy to obtain the best results in connection with effecting its portfolio transactions, taking into account factors such as price, size of order, difficulty of execution and operational facilities of a brokerage firm and the firm’s risk in positioning a block of securities. Generally, equity securities are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer’s mark-up or reflect a dealer’s mark-down. Money market securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Fund will not pay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer’s mark up or reflect a dealer’s mark down. When the Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

In addition, the Adviser may place a combined order for two or more accounts it manages, including the Fund, that are engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or the Fund may obtain, it is the opinion of the Adviser that the advantages of combined orders outweigh the possible disadvantages of separate transactions. The Adviser believes that the ability of the Fund to participate in higher volume transactions will generally be beneficial to the Fund.

The Adviser may pay a higher commission than otherwise obtainable from other brokers in return for brokerage or research services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

While it is the Fund’s general policy to seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the Fund, weight is also given to the ability of a broker-dealer to furnish brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, to the Fund or to the Adviser, even if the specific services are not directly useful to the Fund and may be useful to the Adviser in advising other clients. When one or more brokers is believed capable of providing the best combination of price and execution, the Adviser may select a broker based upon brokerage or research services provided to the Adviser. In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Adviser to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer. The standard of reasonableness is to be measured in light of the Adviser’s overall responsibilities to the Fund.

The following is intended to be a general summary of certain U.S. federal income tax consequences of investing, holding and disposing of Shares of the Fund. It is not intended to be a complete discussion of all such federal income tax consequences, nor does it purport to deal with all categories of investors. INVESTORS ARE THEREFORE ADVISED TO CONSULT WITH THEIR TAX ADVISORS BEFORE MAKING AN INVESTMENT IN THE FUND.

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Fund and the purchase, ownership and disposition of Shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to Shareholders in light of their particular circumstances. Unless otherwise noted, this discussion assumes you are a U.S. Shareholder and that you hold your Shares as a capital asset. This discussion is based upon current provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisers with regard to the federal tax consequences of the purchase, ownership, or disposition of Shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.

The Fund intends to qualify annually as a regulated investment company (a “RIC”) under the Code. To qualify for the favorable U.S. federal income tax treatment generally accorded to RICs, the Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from 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 derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in qualified publicly traded partnerships; (b) diversify its holdings so that, at the end of each quarter of its taxable year, (i) at least 50% of the market value of the Fund’s 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 the Fund’s total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, in the securities (other than securities of other RICs) of two or more issuers which the Fund controls and are engaged in the same, similar or related trades or businesses, or in the securities of one or more qualified publicly traded partnerships; and (c) distribute for each taxable year an amount at least equal to the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss, determined without regard to the deduction for dividends paid) and 90% of its net tax exempt interest income. To the extent that the Fund invests in Underlying Funds that are partnerships for federal income tax purposes (other than qualified publicly traded partnerships), the Fund will generally need to take into account its proportionate share of the income and assets of those Underlying Funds for purposes of these three tests.

The Fund might not distribute all of its net investment income, and the Fund is not required to distribute any portion of its net capital gain. If the Fund qualifies for treatment as a RIC but does not distribute all of its net capital gain and net investment income, it will be subject to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount of capital gain as undistributed capital gain in a notice to its Shareholders who, if subject to federal income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii) will be deemed to have paid their proportionate share of the tax paid by the Fund on such undistributed amount and will be entitled to credit that amount of tax against their federal income tax liabilities, if any; and (iii) will be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of Shares owned by a Shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the Shareholder’s gross income and the tax deemed paid by the Shareholder.

As a RIC, the Fund generally will not be subject to U.S. federal income tax on its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to Shareholders. The Fund intends to distribute to its Shareholders, at least annually, substantially all of its net investment income and net capital gain. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement

are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (3) any ordinary income and capital gains for previous years that were not distributed during those years. To prevent application of the excise tax, the Fund intends to make its distributions in accordance with the calendar year distribution requirement.

Although dividends generally will be treated as distributed when paid, any dividend declared by the Fund in October, November or December and payable to Shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by Shareholders on December 31 of the calendar year in which it was declared. In addition, certain other distributions made after the close of a taxable year of the Fund may be “spilled back” and treated for certain purposes as paid by the Fund during such taxable year. In such case, Shareholders generally will be treated as having received such dividends in the taxable year in which the distributions were actually made. For purposes of calculating the amount of a RIC’s undistributed income and gain subject to the 4% excise tax described above, such “spilled back” dividends are treated as paid by the RIC when they are actually paid.

The Fund intends and expects to comply with the qualifying income, diversification, and distribution requirements each year, and has processes in place to maintain its compliance, but there can be no assurance that it will always comply. If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for certain relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. In order to be eligible for the relief provisions with respect to a failure to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions are not available to the Fund and it fails to qualify for treatment as a RIC for a taxable year, the Fund will be taxable at regular corporate tax rates (and, to the extent applicable, at corporate alternative minimum tax rates). In such an event, all distributions (including capital gain distributions) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, subject to the dividends-received deduction for corporate Shareholders and to the tax rates applicable to qualified dividend income distributed to non-corporate Shareholders. In such an event, distributions in excess of the Fund’s current and accumulated earnings and profits will be treated first as a return of capital to the extent of the holder’s adjusted tax basis in the Shares (reducing that basis accordingly), and any remaining distributions will be treated as a capital gain. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. In addition, if the Fund were to fail to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within five years of qualifying as a RIC in a subsequent year.

The Board reserves the right not to maintain the qualification of the Fund for treatment as a RIC if it determines such course of action to be beneficial to Shareholders.

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.

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.

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 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.

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.

Certain of the Fund’s investments, including 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 favorable 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.

Any investment by the Fund in equity securities of REITs qualifying as such under Subchapter M of Subtitle A, Chapter 1 of the Code 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 Shareholders 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.

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.

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 (“CRTs”) (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.

Dividends paid out of the Fund’s net investment income generally will be taxable to a Shareholder as ordinary income to the extent of the Fund’s earnings and profits, whether paid in cash or reinvested in additional Shares. Shareholders receiving distributions in the form of additional Shares, rather than cash, generally will have a cost basis in each such Share equal to the greater of the NAV or fair market value of a Share on the reinvestment date. A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits will first be treated by a Shareholder as a return of capital, which is applied against and reduces the Shareholder’s basis in his or her Shares. To the extent that the amount of any such distribution exceeds the Shareholder’s basis in his or her Shares, the excess will be treated by the Shareholder as gain from a sale or exchange of Shares.

Shareholders will be notified annually on Form 1099 to the U.S. federal tax status of distributions, and Shareholders receiving distributions in the form of additional Shares will receive a report as to the NAV of those Shares.

A dividend or distribution received shortly after the purchase of Shares reduces the NAV of the Shares by the amount of the dividend or distribution and, although in effect a return of capital will be taxable to the Shareholder. If the NAV of Shares were reduced below the Shareholder’s cost by dividends and distributions representing gains realized on sales of securities, such dividends and distributions, although also in effect returns of capital, would be taxable to the Shareholder in the same manner as other dividends or distributions.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to offset capital gains in future years. The Fund is permitted to carry forward indefinitely a net capital loss from any taxable year to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to Shareholders. Generally, the Fund may not carry forward any losses other than net capital losses. Under certain circumstances, the Fund may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.

Sales and repurchases generally are taxable events for Shareholders that are subject to tax. Shareholders should consult their own tax advisers with reference to their individual circumstances to determine whether any particular transaction in Shares is properly treated as a sale for tax purposes, as the following discussion assumes, and to ascertain the tax treatment of any gains or losses recognized in such transactions. In general, if Shares are sold, the Shareholder will recognize gain or loss equal to the difference between the amount realized on the sale and the Shareholder’s adjusted tax basis in the Shares. Such gain or loss generally will be treated as long-term capital gain or loss if the Shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. Any loss recognized by a Shareholder upon the sale, repurchase or other disposition of Shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the Shareholder of long-term capital gain with respect to such Shares (including any amounts credited to the Shareholder as undistributed capital gains).

Losses on sales or other dispositions of Shares may be disallowed under “wash sale” rules in the event of other investments in the fund (including investments made pursuant to reinvestment of dividends and/or capital gain distributions) within a period of 61 days beginning 30 days before and ending 30 days after the sale or other disposition of Shares or in the event the Shareholder enters into a contract or option to repurchase Shares within such period. In such a case, the disallowed portion of any loss generally would be included in the adjusted tax basis of the Shares acquired in the other investments.

Investments by the Fund in zero coupon or other discount securities will result in original issue discount, which results in income to the Fund equal to a portion of the excess of the face value of the securities over their issue price each year that the securities are held, even though the Fund may receive no cash interest payments or may receive cash

interest payments that are less than the income recognized for tax purposes. This income is included in determining the amount of income, which the Fund must distribute to avoid the payment of federal income tax and the 4% excise tax. Because such income may not be matched by a corresponding cash payment to the Fund, the Fund may be required to borrow money or dispose of securities to be able to make distributions to its Shareholders.

The Fund may acquire debt instruments in the secondary market for less than their face amount. The amount of such discount generally will be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made, unless the Fund elects to include accrued market discount in income as it accrues. Principal payments on certain debt instruments may be made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were assured of ultimately being collected in full. If the Fund collects less on the debt instrument than the Fund’s purchase price plus the market discount the Fund had previously reported as income, the Fund may not be able to benefit from any offsetting loss deductions.

The Fund may invest in non-U.S. securities, which investments could subject the Fund to complex provisions of the Code applicable to equity interests in passive foreign investment companies (each, a “PFIC”). If the Fund invests in PFICs, the Fund could be subject to U.S. federal income tax and nondeductible interest charges in connection with the investments, and would not be able to pass through to its Shareholders any credit or deduction for such a tax. One or more elections (including a mark-to-market election) may be available to the Fund to ameliorate these adverse tax consequences, but such elections may require information that is unavailable to the Fund or could require the Fund to recognize taxable income or gain (subject to the distribution requirements applicable to RICs, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax at the Fund level, the Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund. Gains from the sale of stock of PFICs may also be treated as ordinary income. The Fund may limit and/or manage its holdings in PFICs to limit its tax liability or maximize its returns from these investments.

Dividends received by the Fund on foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Shareholders of the Fund generally will not be entitled to a credit or deduction with respect to any such taxes paid by the Fund.

Gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

The Fund is required to withhold (as “backup withholding”) a portion of dividends and certain other payments paid to certain holders of Shares who do not to provide the Fund with their correct taxpayer identification number (or, in the case of individuals, their social security numbers) or to make required certifications, or who are otherwise subject to backup withholding. The withholding rate is 24%. Corporate Shareholders and certain other Shareholders specified in the Code generally are exempt from such backup withholding. This withholding is not an additional tax. Any amounts withheld from payments made to a Shareholder may be refunded or credited against the Shareholder’s U.S. federal income tax liability, provided the required information and forms are timely furnished to the IRS.

U.S. taxation of a Shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, a foreign corporation or foreign partnership (“foreign shareholder”) generally depends on whether the income received from the Fund is “effectively connected” with a U.S. trade or business carried on by the Shareholder. In addition, unless certain foreign entities that hold Shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to certain Fund distributions payable to such entities. A foreign shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the Shareholder and the applicable foreign government comply with the terms of such agreement.

A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a Shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain Shareholders that are estates and trusts. For these purposes, interest, dividends, and certain capital gains (among other categories of income) are generally taken into account in computing a Shareholder’s net investment income.

Fund Shareholders may be subject to state, local and foreign taxes on their Fund distributions. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.

If a Shareholder recognizes a loss on a disposition of Shares of $2 million or more for a Shareholder that is an individual or a trust, or $10 million or more for a corporate Shareholder, in any single taxable year (or certain greater amounts over a combination of years), the Shareholder must file with the IRS a disclosure statement on Form 8886. Direct Shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. In addition, significant penalties may be imposed for the failure to comply with the reporting requirements. 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. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Although the Fund expects to qualify as a RIC and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities.

The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisers as to the tax consequences of investing in such Shares, including under state, local and other tax laws.

[•], located at [•], serves as the independent registered public accounting firm for the Fund.

Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103-6996, serves as fund formation counsel.

Ropes & Gray LLP, Three Embarcadero Center, San Francisco, CA 94111-4006, serves as counsel to the Fund.

Sullivan & Worcester LLP, 1666 K St NW #700, Washington, DC 20006, serves as counsel to the Independent Trustees.

The Fund has contracted with AMG Funds LLC (the “Administrator”), whose principal business address is 680 Washington Boulevard, Suite 500, Stamford, CT 06901, to provide it with certain administrative and accounting services.

AMG Distributors, Inc. (the “Distributor”) acts as the distributor of the Fund’s Shares on a best efforts basis. The Distributor’s principal address is 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901. The Distributor is a wholly-owned subsidiary of the Administrator. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Pursuant to the Distribution Agreement, the Distributor acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund. The Distributor continually distributes Shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Shares. The Distributor and its officers have no role in determining the investment policies of the Fund.

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to the Adviser. The Adviser will each vote such proxies in accordance with its proxy policies and procedures. Copies of the Adviser’s proxy policies and procedures are included as Appendix A to this SAI.

The Fund will be required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. The Fund’s Form N-PX filing will be available: (i) without charge, upon request, by calling the Fund at 1 (800) 548-4539 or (ii) by visiting the SEC’s website at www.sec.gov.

A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the power to exercise control over the management or policies of such company. As of [•], there were no Shares of the Fund outstanding, and therefore were no record or beneficial owners of 5% of more of the Fund or any Share class.

Appendix B to this SAI provides financial information regarding the Fund. The Fund’s financial statements have been audited by [•].

Item 27. Other Expenses of Issuance and Distribution of Securities Being Registered

Sections 10.1-10.3 of Article X of the Registrant’s Agreement and Declaration of Trust states:


Section 10.1		Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission in his capacity as Trustee, or for any act or omission of any officer or employee of the Trust or of any other person or party, provided that nothing contained herein or in the Delaware Statutory Trust Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.

Section 10.2		Indemnification. The Trust shall indemnify each of its Trustees against all liabilities and expenses (including amounts paid in satisfaction of judgements, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties, provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter or willful misfeasance, bad faith, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under this Section 10.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification. The Trust shall indemnify officers, and shall have the power to indemnify representatives and employees of the Trust, to the same extent that Trustees are entitled to indemnification pursuant to this Section 10.2.

Section 10.3		Shareholders. In case any Shareholder or former Shareholder of the Fund shall be held to be personally liable solely by reason of his being or having been a Shareholder of the Trust and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy and judgement thereon from the assets of the Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended (the “1933 Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.”

All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained at the offices of (1) the Registrant’s Administrator and/or (2) the Adviser. The address of each is as follows:

(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (“Securities Act”);

(2) to reflect in the prospectus any facts or events arising 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 Securities 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) that, for the purpose of determining liability under the Securities Act to any purchaser:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document 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 effective date, 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 effective date; or

(2) if the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, 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 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 Securities 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 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities 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

(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

6. Insofar as indemnification for liabilities arising under 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.

7. 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, any Statement of Additional Information.

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Prides Crossing, and the State of Massachusetts on the 5th day of October, 2023.

Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed below by the following person in the capacities and on the dates indicated on the 5th day of October, 2023.

AGREEMENT AND DECLARATION OF TRUST, made October 3, 2023 by the undersigned trustee (the “Trustee”).

WHEREAS, the Trustee desires to establish a statutory trust under the Delaware Statutory Trust Act for the investment and reinvestment of funds contributed thereto;

WHEREAS, the Trustee desires that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided;

NOW, THEREFORE, the Trustee declares that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust (“Trust Instrument”) as herein set forth below.

Section 1.1 Name. The name of the trust created hereby is the “AMG Pantheon Credit Solutions Fund.”

Section 1.2 Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a) “By-laws” means the by-laws referred to in Article IV, Section 4.1(e) hereof, as from time to time amended;

(b) The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act. “Majority Shareholder Vote” shall have the same meaning as the term “vote of a majority of the outstanding voting securities” is given in the 1940 Act;

(c) “Class” means any division of Shares of the Trust, which Class is or has been established in accordance with the provisions of Article II hereof;

(d) “Net Asset Value” means the net asset value of each Class of the Trust determined in the manner provided in Article IX, Section 9.3 hereof;

(d) “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust;

(f) “Shares” means the transferable units of beneficial interest into which the beneficial interest of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares;

(h) The “Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article III hereof and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder;

(i) “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust, or the Trustees on behalf of the Trust.

(j) The “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder and exemptions granted therefrom, all as may be amended from time to time.

Section 2.1 Shares of Beneficial Interest. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Classes as the Trustees shall from time to time create and establish. The number of Shares of each Class authorized hereunder is unlimited. Each Share shall have a par value of $0.001, unless otherwise determined by the Trustees in connection with the creation and establishment of a Class. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2 Issuance of Shares. The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Class to such party or parties and for such amount and type of consideration , subject to applicable law, including cash or securities (including Shares of a different Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust.

Section 2.3 Register of Shares and Share Certificates. A register shall be kept at the principal office of the Trust or an office of the Trust’s transfer agent which shall contain the names and addresses of the Shareholders of each Class, the number of Shares of that Class held by each of them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. In the event that one or more certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of Shares for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

Section 2.4 Transfer of Shares. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Section 2.5 Treasury Shares. Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares.

Section 2.6 Establishment of Classes. The Trustees may from time to time authorize the division of Shares of the Trust into one or more Classes. Separate and distinct records shall be maintained by the Trust for each Class. The Trustees shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Shareholders of any Class, to establish and designate and to change in any manner any initial or additional Classes and to fix such preferences, voting powers, rights and privileges of such Classes as the Trustees may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any issued Shares or any Class into one or more Classes, and to take such other action with respect to the Shares as the Trustees may deem desirable. The establishment and designation of any Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the relative rights and preferences of t such Class. The Trust may issue any number of Shares of each Class and need not issue certificate for any Shares.

All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Class of the Trust, except as the context otherwise requires.

All Shares of each Class shall represent an equal proportionate interest in the assets belonging to the Trust (subject to the liabilities belonging to that Class), and each Share of any Class shall be equal to each other Share of that Class; but the provisions of this sentence shall not restrict any distinctions permissible under this Section 2.6.

Section 2.7 Investment in the Trust. The Trustees shall accept investments in any Class from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the Trust is authorized to invest, valued as provided in Article IX, Section 9.3 hereof. Investments shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received; provided, however, that the Trustees may, in their sole discretion, (a) fix the Net Asset Value per Share of the initial capital contribution, (b) impose sales or other charges upon investments in the Trust, or (c) issue fractional Shares.

Section 2.8 No Preemptive Rights. Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or another Class.

Section 2.9 Personal Liability of Shareholders. Each Shareholder of the Trust shall not be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to the Trust. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust shall include a recitation limiting the obligation represented thereby to the Trust and its assets (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust).

Section 2.10 Legal Proceedings. No person, other than a Trustee, who is not a Shareholder of the Trust or of a particular Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of or with respect to the Trust or such Class. Further, each complaining Shareholder must have been a Shareholder of the Trust or the affected Class, as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a person who was a Shareholder at that time and each complaining Shareholder must be a Shareholder of the Trust or the affected Class, as applicable, as of the time the written demand is made upon the Trustees. No Shareholder may maintain a derivative action with respect to the Trust or any Class of the Trust unless holders of at least ten percent (10%) of the outstanding Shares of the Trust, or 10% of the outstanding Shares of the Class to which such action relates, join in the bringing of such action. All matters relating to the bringing of derivative actions in the right of the Trust shall be governed by this Section 2.10 and Section 3816 of the Delaware Statutory Trust Act.

In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust or any Class of the Trust only if the following conditions are met: (a) the Shareholder or Shareholders must make a pre-suit written demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust; and (b) unless a demand is not required under clause (a) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action. For purposes of this Section 2.10, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary, to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue. If the demand for derivative action has been considered by the Board of Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the Trust, after considering the merits of the claim, has determined that maintaining a suit would not be in the best interests of the Trust or the affected Class, as applicable, the complaining

Shareholders shall be barred from commencing the derivative action. If upon such consideration the appropriate members of the Board of Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall commence initiation of that suit and such suit shall proceed directly rather than derivatively. The Board of Trustees, or the appropriate officers of the Trust, shall inform the complaining Shareholders of any decision reached under this paragraph in writing within ten business days of such decision having been reached.

For purposes of this Section 2.10, a written demand upon the Trustees must include at least the following: (a) a detailed description of the action or failure to act complained of and the facts upon which each such allegation is made; (b) a statement to the effect that the complaining Shareholder(s) believe that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Class, as applicable, and an explanation of why the complaining Shareholders believe that to be the case; (c) a certification that each complaining Shareholder was a Shareholder of the Trust or the affected Class, as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a person who was a Shareholder at that time and each complaining Shareholder was a Shareholder of the Trust or the affected Class, as applicable, as of the time the written demand upon the Trustees, as well as information reasonably designed to allow the Trustees to verify that certification; and (d) a certification that each complaining Shareholder will be a Shareholder of the Trust or the affected Class, as applicable, as of the commencement of the derivative action.

This Section 2.10 will not apply to claims brought under the federal securities laws.

Section 2.11 Assent to Trust Instrument. Every Shareholder, by virtue of having purchased or otherwise acquired a Share, shall become a Shareholder and shall be held to have expressly assented and agreed to be bound by the terms hereof.

Section 3.1 Management of the Trust. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such

instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court.

Except for the Trustee named herein or Trustees appointed to fill vacancies pursuant to Section 3.4 of this Article III, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders.

Section 3.2 Initial Trustee. The initial Trustee shall be the person named herein.

Section 3.3 Term of Offices of Trustees. Subject to any limitation on the term by the By-laws or any retirement policy adopted by the Trustees, the Trustees shall hold office during the existence of this Trust, and until its termination as herein provided; except (a) that any Trustee may resign his trust by written instrument signed by him and delivered to the Chairman, President, Secretary, or other Trustees of the Trust, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has died, become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) that a Trustee may be removed at any meeting of the Shareholders of the Trust by a vote of Shareholders owning at least two-thirds of the outstanding Shares.

Section 3.4 Vacancies and Appointment of Trustees. In the case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act.

An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.4 shall have accepted this trust, he shall be deemed a Trustee hereunder.

Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.

Section 3.6 Number of Trustees. The number of Trustees shall be one, or such other number as shall be fixed from time to time by the Trustees.

Section 3.7 Effect of Death, Resignation, Etc. of a Trustee. The declination to serve, death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Trust Instrument.

Section 3.8 Ownership of Assets of the Trust. Legal title in and beneficial ownership of all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees may cause legal title in and beneficial ownership of any Trust Property to be held by, or in the name of one or more of the Trustees acting for and on behalf of the Trust, or in the name of any person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the Trust. The Shares shall be personal property giving only the rights specifically set forth in this Trust Instrument. The Trust, or at the determination of the Trustees one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities of the Trust issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

Section 4.1 Powers. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The Trustees shall have full authority and power to make any and all investments which they, in their sole discretion, shall deem proper to accomplish the purpose of this Trust. Subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

(b) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operators;

(c) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation or engagement of any person and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(e) To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;

(f) To elect and remove such officers and appoint and terminate such agents as they consider appropriate;

(g) To establish separate Classes having such relative rights, powers and duties as they may provide, consistent with applicable law;

(h) To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as custodians of any assets of the Trust, subject to the 1940 Act and to any conditions set forth in this Trust Instrument;

(i) To retain one or more transfer agents and shareholder servicing agents, or both;

(k) To delegate such authority (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor;

(l) To purchase and pay for entirely out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability.

(m) To sell or exchange any or all of the assets of the Trust, subject to the provisions of Article XI, Section 11.4(b) hereof;

(n) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(o) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;

(p) To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trust or in the name of a custodian or a nominee or nominees;

(q) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust;

(r) To litigate, compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes;

(s) To make distributions of income and of capital gains to Shareholders in the manner herein provided;

(t) To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Classes thereof, and to require the repurchase of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder;

(u) To establish one or more committees composed of one or more of the Trustees, and to delegate any of the powers of the Trustees to said committees;

(v) To interpret the investment policies, practices or limitations of the Trust;

(w) To establish a registered office and have a registered agent in the State of Delaware; and

(x) In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

Section 4.2 Issuance and Repurchase of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article II and Article IX, to apply to any such repurchase, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or a particular Class, with respect to which such Shares are issued.

Section 4.3 Trustees and Officers as Shareholders. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

Section 4.4 Action by the Trustees and Committees. The Trustees (and any committee thereof) may act at a meeting held in person or in whole or in part by conference telecommunications equipment. One-third, but (except at such times as there is only one Trustee) no less than two, of the Trustees shall constitute a quorum at any meeting. Except as the Trustees may otherwise determine, one-third of the members of any committee shall constitute a quorum at any meeting. The vote of a majority of the Trustees (or committee members) present at a meeting at which a quorum is present shall be the act of the Trustees (or any committee thereof). The Trustees (and any committee thereof) may also act by written consent signed by a majority of the Trustees (or committee members). Regular meetings of the Trustees may be held at such places and at such times as the Trustees may from time to time determine. Special meetings of the Trustees (and meetings of any committee thereof) may be called orally or in writing by the Chairman of the Board of Trustees (or the chairman of any committee thereof) or by any two other Trustees. Notice of the time, date and place of all meetings of the Trustees (or any committee thereof) shall be given by the party calling the meeting to each Trustee (or committee member) by telephone, telefax, telegram or other electronic means sent to the person’s home or business address at least 24 hours in advance of the meeting or by written notice mailed to the person’s home or business address at least 72 hours in advance of the meeting. Notice of all proposed written consents of Trustees (or committees thereof) shall be given to each Trustee ( or committee member) by telephone, telefax, telegram, or first class mail sent to the person’s home or business address. Notice need not be given to any person who attends a meeting without objecting to the lack of notice or who executes a written consent or a written waiver of notice with respect to a meeting. Written consents or waivers may be executed in one or more counterparts. Execution of a written consent or waiver and delivery thereof may be accomplished by telefax or other electronic means approved by the Trustees.

Section 4.5 Chairman of the Trustees. The Trustees shall appoint one of their number to be Chairman of the Board of Trustees. The Chairman shall preside at all meetings of the Trustees at which he is present and may be (but is not required to be) the chief executive officer of the Trust.

Section 4.6 Principal Transactions. Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, distributor or transfer agent for the Trust or with any Interested Person of such person; and the Trust may employ any such person, or firm or company in which such person is an Interested Person, as broker, legal counsel, registrar, investment adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

General. The Trustees shall have the power to incur and pay or be reimbursed from the assets of the Trust any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the Trust, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees, and shall be reimbursed from the assets of the Trust for expenses reasonably incurred by themselves on behalf of the Trust.

Section 6.1 Investment Adviser. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine; provided, however, that the initial approval and entering into of such contract or contracts shall be subject to a Majority Shareholder Vote. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

Section 6.2 Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares, whereby the Trust may either agree to sell Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust.

Section 6.3 Administrator. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

Section 6.4 Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trustees with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

Section 6.5 Parties to Contract. Any contract described in this Article VI or any contract described in Article VIII hereof may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article VI or Article VIII hereof. The same person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article VI or pursuant to Article VIII hereof, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 6.5.

Section 7.1 Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article III, Section 3.1 hereof, (ii) for the removal of Trustees as provided in Article III, Section 3.3(d) hereof, and (iii) with respect to such additional matters relating to the Trust as may be required by law, by this Trust Instrument, By-laws or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, unless the Trustees determine otherwise, all Shares of all Classes then entitled to vote shall be voted in aggregate, provided however, that: (i) as to any matter with respect to which 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 Trustees have determined 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 Shares 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 Shares of the one or more affected Classes shall be entitled to vote. A Shareholder of each Class. shall be entitled to one vote for each Share of such Class on any matter on which such Shareholder is entitled to vote. A Shareholder of each Class shall be entitled to a proportionate fractional vote for each fractional Share of such Class on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. A proxy may be given in writing, by telefax, other electronic means or in any other manner provided for in the By-laws. Anything in this Trust Instrument to the contrary notwithstanding, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders or one or more Classes thereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-laws of the Trust to be taken by Shareholders.

Section 7.2 Meetings. Meetings of Shareholders may be held within or without the State of Delaware as the Trustees may designate. In lieu of holding a Shareholders’ meeting at a designated place, the Trustees, in their sole discretion, may determine that any Shareholders’ meeting may be held solely by means of remote communications or both at a physical location and by means of remote communications; provided, however, that after determining to call a meeting, the Trustees may delegate to the officers of the Trust any decision with to the date and place of the meeting and whether the meeting will be held in whole or in part by means of remote communications. Special meetings of the Shareholders may be called by the Trustees. To the extent required by the 1940 Act, special meetings of the Shareholders for the purpose of removing one or more Trustees shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the Outstanding Shares of all Classes entitled to vote. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16(c) of the 1940 Act seek the opportunity of furnishing materials to the other Shareholders with a view to obtaining signatures on such a request for a meeting, the Trustees shall comply with the provisions of said Section 16(c) with respect to providing such Shareholders access to the list of the Shareholders of record of the Trust or the mailing of such materials to such Shareholders of record, subject to any rights provided to the Trust or any Trustees provided by said Section 16(c). Notice shall be sent, by mail or such other means determined by the Trustees, at least 15 days prior to any such meeting.

Section 7.3 Quorum and Required Vote. One-third of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders’ meeting, except that where any provision of law or of this Trust Instrument permits or requires that holders of any Class shall vote as a Class, then one-third of the aggregate number of Shares of that Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held without the necessity of further notice. Except when a larger vote is required by law or by any provision of this Trust Instrument, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Trust Instrument permits or requires that the holders of any Class shall vote as a Class, then a majority of the Shares present in person or by proxy of that Class or, if required by law, a Majority Shareholder Vote of that Class, voted on the matter in person or by proxy shall decide that matter insofar as that Class is concerned.

Section 7.4 Action by Written Consent. Any action which may be taken by Shareholders s may be taken without a meeting if a majority of the Shares entitled to vote, except when a larger vote is required by law or by any provision of this Trust Instrument, shall consent to the action in writing or electronic transmission. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent, given in writing or by electronic transmission, of all such Shareholders shall not have been received, the Secretary shall give prompt notice to all Shareholders of actions approved by the Shareholders without a meeting.

Section 8.1 Appointment and Duties. The Trustees shall at all times employ a bank, a company that is a member of a national securities exchange, or a trust company, each having capital, surplus and undivided profits of at least two million dollars ($2,000,000) as custodian with authority as its agent:

(1) to hold the securities owned by the Trust and deliver the same upon written order or oral order confirmed in writing;

(2) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct; and

(3) to disburse such funds upon orders or vouchers; and the Trust may also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust or of any Class and furnish clerical and accounting services; and

(5) to compute, if authorized to do so by the Trustees, the Net Asset Value of any Class thereof, in accordance with the provisions hereof;

all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

In accordance with the 1940 Act, the Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian, and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees.

Section 8.2 Central Certificate System. Subject to the 1940 Act, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agents.

(a) The Trustees may from time to time declare and pay dividends or other distributions with respect to any Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust property shall be wholly in the discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the Shareholders of record at the time of declaring a dividend or other distribution or among the Shareholders of record at such other date or time or dates or times as the Trustees shall determine, which dividends or distributions, at the election of the Trustees, may be paid pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine. All dividends and other distributions on Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of Shares of that Class they held on the record date established for such payment, except that such dividends and distributions shall reflect expenses allocated to a particular Class. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plan or related plans as the Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Class, as of the record date of that Class fixed as provided in sub-section (b) hereof.

Section 9.2 Repurchases. Each Shareholder shall have the right at such times as may be permitted by the Trustees to require the Trust to repurchase all or any part of his Shares at the net asset value thereof as of the repurchase pricing date established by the Trustees, less any repurchase fee established by the Trustees in their discretion, and subject to such conditions as the Trustees may determine, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for repurchase if the repurchase is oversubscribed. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the repurchase pricing date established by the Trustees. The repurchase price may in any case or cases be paid in cash or wholly or partly in kind if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders. Subject to the foregoing, the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the repurchase price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Section 9.3 Determination of Net Asset Value and Valuation of Portfolio Assets. The term “Net Asset Value” of any Class shall mean that amount of which the assets of that Class exceed its liabilities, all as determined by or under the direction of the Trustees. Such value shall be determined separately for each Class and shall be determined on such days and at such times as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by the Trustees; provided, however, that the Trustees, without Shareholder approval, may alter the method of valuing portfolio securities consistent with the 1940 Act. The Trustees may delegate any of their powers and duties under this Section 9.3 with respect to valuation of assets and liabilities. The resulting amount, which shall represent the total Net Asset Value of the particular Class, shall be divided by the total number of shares of that Class outstanding at the time and the

quotient so obtained shall be the Net Asset Value per Share . At any time, the Trustees may cause the Net Asset Value per Share last determined to be determined again in similar manner and may fix the time when such redetermined value shall become effective. If, for any reason, the net income of any Class, determined at any time, is a negative amount, the Trustees shall have the power with respect to that Class (i) to offset each Shareholder’s pro rata share of such negative amount from the accrued dividend account of such Shareholder, or (ii) to reduce the number of Outstanding Shares of such Class by reducing the number of Shares in the amount of each Shareholder by a pro rata portion of that number of full and fractional Shares which represents the amount of such excess negative net income, or (iii) to cause to be recorded on the books of such Class an asset account in the amount of such negative net income (provided that the same shall thereupon become the property of such Class and shall not be paid to any Shareholder), which account may be reduced by the amount, of dividends declared thereafter upon the Outstanding Shares of such Class on the day such negative net income is experienced, until such asset account is reduced to zero; (iv) to combine the methods described in clauses (i) and (ii) and (iii) of this sentence; or (v) to take any other action they deem appropriate, in order to cause (or in order to assist in causing) the Net Asset Value per Share of such Class to remain at a constant amount per Outstanding Share immediately after each such determination and declaration. The Trustees shall also have the power not to declare a dividend out of net income for the purpose of causing the Net Asset Value per Share to be increased. The Trustees shall not be required to adopt, but may at any time adopt, discontinue or amend the practice of maintaining the Net Asset Value per Share of the Class at a constant amount.

Section 9.4 Suspension of the Right of Repurchase. The Trustees may declare a suspension of the right of repurchase or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify, and thereafter there shall be no right of repurchase or payment until the Trustees shall declare the suspension at an end.

Section 9.5 Redemptions at the Option of the Trust. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof, unless otherwise permitted by the 1940 Act, for any reason under the terms established by the Trustees from time to time including but not limited to: (i) if at such time such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by the Trustees; (ii) to the extent that such Shareholder owns Shares equal to or in excess of a percentage of the outstanding Shares determined from time to time by the Trustees; (iii) the failure of a Shareholder to supply a tax identification number or other identification or if the Trust is unable to verify a Shareholder’s identity; (iv) the failure of a Shareholder to pay when due the purchase price of Shares; (v) when the Trust is requested or compelled to do so by governmental authority; or (vi) the determination by the Trustees or pursuant to policies and procedures adopted by the Trustees that ownership of Shares is not in the best interest of the remaining Shareholders of the Trust or applicable Class.

Section 10.1 Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission in his capacity as Trustee, or for any act or omission of any officer or employee of the Trust or of any other person or party, provided that nothing contained herein or in the Delaware Statutory Trust Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.

Section 10.2 Indemnification. The Trust shall indemnify each of its Trustees against all liabilities and expenses (including amounts paid in satisfaction of judgements, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties, provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter or willful misfeasance, bad faith, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under this Section 10.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification.

The Trust shall indemnify officers, and shall have the power to indemnify representatives and employees of the Trust, to the same extent that Trustees are entitled to indemnification pursuant to this Section 10.2.

Section 10.3 Shareholders. In case any Shareholder or former Shareholder of the Fund shall be held to be personally liable solely by reason of his being or having been a Shareholder of the Trust and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy and judgement thereon from the assets of the Trust.

Section 11.1 Trust Not a Partnership. It is hereby expressly declared that a trust and not a partnership is created hereby. No Trustee hereunder shall have any power to bind personally either the Trust’s officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to the Trust from the assets of the Trust only or such Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of Trust’s officers, employers or agents, whether past, present of future, shall be personally liable therefor.

Section 11.2 Trustees’ and Officers’ Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. Subject to the provisions of Article VIII: (i) the Trustees and officers shall not be responsible or liable in any event for any neglect or wrongdoing of any agent, employee, consultant, adviser, administrator, distributor or principal underwriter, custodian or transfer, dividend disbursing, shareholder servicing or accounting agent of the Trust, nor shall any Trustee or officer be responsible for the act or omission of any other Trustee or officer; (ii) the Trustees and officers may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument and their duties as Trustees or officers, as applicable, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice; (iii) in discharging their duties, the officers, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees and/or officers by any independent public accountant, and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of a contracting party appointed by the Trustees; and (iv) in discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by any officer appointed by them, any independent public accountant, and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of a contracting party appointed by the Trustees. The Trustees and officers as such shall not be required to give any bond or surety or any other security for the performance of their duties.

Section 11.3 Establishment of Record Dates. The Trustees may close the Share transfer books of the Trust for a period not exceeding ninety (90) days preceding the date of any meeting of Shareholders, or the date for the payment of any dividends or other distributors, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect; or in lieu of closing the stock transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding ninety (90) days preceding the date of any meeting of Shareholders, or the date for payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or other distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Shares, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or other distribution, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any Shares on the books of the Trust after any such record date fixed as aforesaid, provided, however, that the Trustees and determining that a record date shall be established pursuant to this Section 11.3 may delegate to the officers the selection of actual record date.

(a) This Trust shall continue without limitation of time but subject to the provisions of sub-section (b) (of this Section 11.4).

(i) sell and convey all or substantially all of the assets of the Trust to another trust, partnership, association or corporation, or to a separate series of shares thereof, organized under the laws of any state, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust , and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, association or corporation or of a series thereof; or

Upon making reasonable provision, in the determination of the Trustees, for the payment of all such liabilities in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) of the Trust ratably among the holders of Shares then outstanding.

(b) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust shall be cancelled and discharged.

Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Delaware Statutory Trust Act, which certificate of cancellation may be signed by any one Trustee.

Section 11.5 Reorganization. Anything in this Trust Instrument to the contrary notwithstanding, the Trustees, in order to change the form of organization and/or domicile of the Trust, may, without prior Shareholder approval, (i) cause the Trust to merge or consolidate with or into one or more trusts, partnerships, associations or corporations which is formed, organized or existing under the laws of a state, commonwealth possession or colony of the United States or (ii) cause the Trust to incorporate under the laws of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of the Trustees. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Statutory Trust Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 11.5 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. Any merger or consolidation of the Trust other than as described in the foregoing provisions of this Section 11.5 shall, in addition to the approval of the Trustees, require the approval of the holders of a majority of the Outstanding Shares.

Section 11.6 Filing of Copies, References, Headings. The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust

Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like “his,” “he” and “him,” shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the heading, shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 11.7 Applicable Law. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, are to be governed by and construed and administered according to the Delaware Statutory Trust Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Statutory Trust Act) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Delaware Statutory Trust Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 11.8 Amendments. Except as specifically provided herein, the Trustees may, without shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment, a Trust Instrument supplemental hereto or an amended and restated trust instrument. Shareholders shall have the right to vote (i) on any amendment which would affect their right to vote granted in Section 7.1 of Article VII hereof, (ii) on any amendment to this Section 11.8, (iii) on any amendment as may be required by law and (iv) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Class shall be authorized by vote of the Shareholders of each Class affected and no vote of shareholders of a Class not affected shall be required. Anything in this Trust Instrument to the contrary notwithstanding, any amendment to Article X hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of Covered Persons prior to such amendment.

Section 11.9 Fiscal Year. The fiscal year of the Trust shall end on a specified date as determined from time to time by the Trustees.

Section 11.10 Provisions in Conflict with Law. The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument; provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being the initial Trustee of the Trust, has executed this Trust Instrument this 3rd day of October, 2023.

This Certificate of Trust is filed in accordance with the provisions of the Delaware Statutory Trust Act (Title 12 of the Delaware Code, Section 3801 et seq.) and sets forth the following:

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, where 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 (“PSL”). Accordingly, these Associates are also subject to the PSL 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 PSL) 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 PSL, contact, report to, receive approval from, or otherwise engage with PSL’s Chief Executive Officer, Chief Compliance Officers, or other respective Supervising Principals, as applicable. This obligation may be satisfied to the extent PSL or an appropriate PSL 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.

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 are required to certify, via the Pantheon internal reporting system, 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 Pantheon internal reporting system.

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.

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 & Compliance sub-site of the Pantheon intranet.

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 and Privacy Policy. Pantheon also maintains standalone Information Security, Cybersecurity, Data Protection, Portfolio Holdings and Privacy policies, all available on the Pantheon Intranet. The Confidentiality and Privacy Policy is also complemented by the Insider Trading and Market Abuse / Conduct and Information Barrier Policy, both of which are Annexes to this Code.

Pantheon also aims to maintain its continued good reputation and ensure positive relations with the Media. Pantheon has appointed a Head of Client Communications who has primary responsibility for all communications with the Media, and, in conjunction with Compliance, for setting Pantheon’s Communications with Media Policy. In accordance with Pantheon’s Media Policy, all communications are restricted to those individuals authorized to speak with the Media.

Please refer to the Legal and Compliance sub-site on Pantheon’s intranet for Pantheon’s Communications with the Media Policy.

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. All Associates must notify Compliance immediately should they be in receipt of inside information and become an insider. 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 and Pantheon Infrastructure plc, companies quoted on the London Stock Exchange, and Pantheon Ventures (US) LP’s status as investment adviser to funds offering periodic redemptions/limited liquidity.

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 Pantheon internal reporting 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:

Please see Annex C for additional details on Pantheon’s Personal Trading Policy.

In order to avoid possible conflicts of interest, Pantheon Associates may not engage in certain Outside Business Activities (“OBAs”) without the prior approval of their manager, the Compliance Team, and, if applicable, Senior Management, the Partnership Board or the Board of Directors in respect of PV (Ireland). For RRs of PSL, their Supervisory Principal, if different from their manager, must also approve. 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.

Please see Annex D for additional details on Pantheon’s Outside Business Activities Policy.

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, Pantheon internal reporting system, etc.). Please refer to your jurisdiction’s applicable Compliance Manual for further details on Training and Education.

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.

Pantheon’s policy on Reporting of Violations and Breaches covers breaches of law, regulation and Pantheon regulatory policy (including this Code and the related policies and guidelines referenced in it).

All potential violations and breaches must be reported promptly upon their discovery to the Compliance Team. Violations and breaches may be reported to directly to the applicable jurisdictional Chief Compliance Officer (“CCO”) or their designee or via the Pantheon internal reporting system. The Compliance Team maintains a Compliance Violations and Breaches Register in which all reported incidents, if deemed to be a violation or breach by the applicable CCO or their designee, will be recorded. Compliance may also become aware of compliance-related violations and breaches

through other means and will review and log them accordingly. Where necessary, it is the responsibility of the Compliance Team to report details of the violation and breach to senior management and, if required, to the appropriate regulator.

Please see Annex F for further details on the Reporting of Violations and Breaches Policy.

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, Pantheon Infrastructure plc or any other entity named on Pantheon’s restricted list.

Please see Annex G for additional details on Pantheon’s Information Barrier Policy.

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 H for more details on Pantheon’s Gifts and Entertainment Policy, including reporting requirements for specific clients.

Pantheon is committed to adhering to the highest standards of conduct, compliance with the law and regulatory requirements and best practice. To that end, Pantheon has adopted its Anti-Bribery & Anti-Corruption 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.

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.

Pantheon respects the rights of Pantheon Associates and their connected person(s) to lawfully participate in the political process and make personal contributions to candidates of their choice for federal, state or local office. When a Pantheon Associate chooses to participate in the political process, they 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 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. 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 K for additional details on Pantheon’s Political Contribution Policy.

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.

Pantheon Associates can anonymously report items under the whistleblowing procedures via the Pantheon internal reporting system.

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: Pantheon-Modern-Slavery-Statement-July-2022_-Final.pdf. for Pantheon’s Annual Statement on Modern Slavery and Human Trafficking.

Please see Annex L for additional details on Pantheon’s policy on Whistleblowing.

Exceptions to the Code may be granted only in extremely limited circumstances. You must submit a written request for an exception to your applicable Head of Compliance/Chief Compliance Officer describing the nature of the exception and the reason it is being sought.

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/investors 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.

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 the Pantheon internal reporting system) that you will comply with the terms of these amendments.

Violations of the requirements set forth in the Code, jurisdictional Compliance Manuals, WSPs or other policies and procedures, 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:

Further, violations and 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.

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:

Confidential Information includes, but is not limited to, information about Pantheon’s;

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 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 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.

Disclosure of confidential information by an Associate is permitted, if it is made:

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., the Pantheon Data Protection Policy (Americas), and the Pantheon Securities Compliance Manual and Written Supervisory Procedures (“WSPs”).

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.

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). If you receive any internal/external request(s) to return, delete, or destroy any documents/data/information you must not respond to such a request as you are required to promptly report the request to the Chief Compliance Officer and the Head of HR to ensure appropriate action is taken, if required by applicable privacy law(s)/requirement(s).

For further information, please see the Pantheon Books and Records/Record Retention Policy available on the intranet.

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:

Other business groups may be involved as necessary to address issues with clients, vendors, etc.

Confidential Information may become compromised when laptop computers, mobile phones, 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 servicedesk@pantheon.com and the Chief Information Security Officer may be contacted by email at cybersec@pantheon.com

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:

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:

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. With regard to a leak/ potential policy violation occurring, the Pantheon Compliance team will conduct enhanced /heightened surveillance of the Pantheon Associate(s) involved in a leak/violation of policy. The outcomes of such reviews/leaks/violations 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.

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 Chief Compliance Officer and will assess the need for, and arrange for, training of Pantheon Associates, periodic certifications of Pantheon Associate’s understanding of/compliance with this policy, 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.

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 venues¹; 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 or in possession of information regarding a public company by the nature of their work. 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. Material non-public information may also be referred to interchangeably with insider information and Associates should adhere to the requirements within this policy.

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 (“PIP”) and Pantheon Infrastructure PLC (“PINT”), both investment companies 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.

Insider dealing involves dealing (or an attempt at dealing), by an insider, in a financial instrument², on the basis of non-publicly available inside information in relation to that instrument. The United States, United Kingdom, Ireland, Japan and Hong Kong securities laws and regulations make it illegal:

(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;

a. (in relation to derivative contracts relating to a currency) has the meaning in article 10 of the MiFID Org Regulation) (in summary):

(i) an instrument which is not a contract within the meaning of paragraph 2 of that article; or

(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 and not being spot contracts;

(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;

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.

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 sanctions or dismissal by Pantheon, as well as civil and criminal penalties (please see Section J below for further details). If you are not sure whether a securities transaction would violate the law or the Pantheon policy 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 Compliance Team.

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:

Some of the conduct described above could also constitute the creation or passing on of a rumour which is addressed further below.

Market rumour cases generally involve two aspects of market abuse. The first involves disseminating false or misleading information. The second involves creating a misleading impression or market distortion. For the purpose 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 view, but such a statement remains subject to other rules concerning market abuse.

Pantheon Associates shall not originate, create. circulate or pass on in any manner a rumour concerning any security that he / she / they knows or has reasonable grounds for believing is false or misleading and that is likely to influence the market price of such security.

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.

In order to mitigate against the risk of an inadvertent breach of the above requirements, Pantheon maintains a “Restricted List” of companies on which Pantheon may hold MNPI and an “Insider List” of Associates who have access to 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 immediately and in any event within one business day of becoming aware that the company must be added to the Restricted List. Information to be provided includes:

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:

In the course of your work at Pantheon, you are responsible for notifying the Compliance Team immediately if you become an Insider.

If you become an Insider, you must fully complete the ‘Insider List / Restricted List Certification as soon as possible and no later than 3 business days of becoming aware that you must be added to the Insider List.

In order to maintain proper oversight of, and adherence to, the Restricted List and Insider List, Compliance provide monthly reminders to the Investment Teams regarding their ongoing obligations noted above with regard to the Restricted and Insider Lists. Each Investment Team Head is required to conduct a quarterly review of the Insider List and of the Restricted List for persons and securities added under his / her / their respective product line and must confirm the accuracy of both lists.

In order to mitigate against the risk of an 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, or those that could give rise to a conflict of interest, regardless of if the individual holds MNPI or not.

This section is relevant in relation to PIP and PINT and any additional listed entities, 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 whenever Pantheon participates in public to private transactions and flotations to ensure that obligations are met³.

Given that PIP and PINT are publicly listed vehicles and Pantheon’s role as manager, Associates must take particular care when conducting personal transactions in PIP and PINT. Associates must consult with the Pantheon PIP/PINT teams before disclosing any material externally or giving presentations about PIP/PINT or their performance, respectively. All personal transactions are prohibited when PIP and PINT are in a “Closed Period.” Details of

Open and Closed Periods (i.e., public announcements about PIP/PINT performance and PIP/PINT results) are maintained on the Pantheon intranet by the PIP/PINT team. If in doubt about when personal trades in PIP/PINT are permitted, you must consult the Compliance team before placing a trade.

he / she / they must notify Pantheon Compliance immediately. The Head of Compliance may be required to report such instances to applicable regulatory authorities.

A market sounding is defined as a communication of information (made by an issuer, a secondary offeror, a third-party agent for an issuer or secondary offeror, a takeover bidder), 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 applicable regulation governing market soundings apply to acts only if those acts concern financial instruments admitted to / traded on any UK or EU regulated trading venue, multilateral trading facility or organized trading facility for which a request for admission to trading on any such market or facility has been made. In practice, this means that Pantheon should not ordinarily conduct any market soundings (i.e., communicate any market soundings to third parties) except in relation to Pantheon’s publicly listed vehicles, Pantheon International PLC or Pantheon Infrastructure PLC. However, it is also possible that Pantheon may be invited to receive market soundings from a third party in relation to publicly traded financial instruments within the portfolios of Pantheon managed clients. In relation to receiving a market sounding, regardless of whether you, as a representative of Pantheon, accepted the information or decline to receive the information, it is your responsibility to declare this as part of the Market Abuse Regime in the EEA.

The EU and UK market abuse rules are prescriptive and require firms to establish, implement and maintain internal procedures with respect to market soundings made or received. Pantheon has separate procedures in place available on the Legal & Compliance subsite of the intranet to ensure that all of the obligations which apply regarding the making and / or receipt of market soundings are adhered to.

Associates must never make a market sounding without pre-clearance from Pantheon Compliance.

Associates must never act as the recipient of a market sounding without pre-clearance from the Head of the appliable Investment Team and from Pantheon Compliance.

In the conduct of Pantheon’s business, Investment team associates may from time to time procure research services provided by independent consulting firms, expert networks, channel checkers or other firms or individuals providing similar services. We refer to these research providers as “Expert Firms” and the individuals providing these research services as “Experts”. They are permitted to use Expert Firms in connection with their investment research and due diligence activities, subject to the following conditions.

When using Expert Firms, staff members have a responsibility to avoid receiving MNPI from an Expert and must use the Introductory Script below at the onset of all calls. If they do inadvertently receive MNPI, the MNPI should be treated in accordance with the Policy details outlined above and Compliance should be contacted immediately.

Only Expert Firms approved by Compliance and the Risk team, in accordance with the Vendor Management procedures for onboarding Services providers (see the Vendor Management policy for further information) may be consulted. The current list of approved Expert Firms are:

Each Expert Firm must provide a log of Expert calls and meetings to Compliance on a periodic basis. Compliance also reserves the right to attend any calls or meetings to monitor the adherence to these conditions.

The following statements must be made at the outset of any consultation with an Expert. Before we start, as part of our standard compliance disclosure, I want to confirm that:

As noted above, if you think that an Expert has disclosed to you confidential or material non-public information, consult immediately with the CCO.

Failure to abide by this Policy can result in disciplinary action/sanctions. Such sanctions may include, but are not limited to, the following:

Further, violations and breaches to the Policy 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 of this Policy to civil, criminal, or regulatory authorities as appropriate or required by law. Regulators may take enforcement action against Pantheon and/or the relevant Associate.

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. Accordingly, Associates are prohibited from making purchases (or short sales) in Covered Securities, with certain exceptions described below. Furthermore, Associates must report certain accounts, holdings and transactions through the Pantheon internal reporting system as described in further detail below.

No later than 10 calendar 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 Pantheon internal reporting system. There are no exceptions to this requirement.

(1) over which you direct, or have the ability to direct, the account’s investments; and / or

(2) in which you, or any of the following individuals (collectively, “Covered Persons”), has a Beneficial Ownership interest:

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, Contract for Difference (“CFD”) accounts, retirement accounts which permit brokerage holdings or trading, stocks and shares Individual Saving Accounts (“ISAs”) or Systematic Investment Plan (“SIP”) accounts, employee stock compensation plans, self-invested personal pension plans (SIPPs), and transfer agent accounts (other than mutual fund transfer agent accounts). Reportable Accounts also include Managed Accounts (defined below), 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 following are exempt and not considered Reportable Accounts and therefore do not need to be reported:

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, prior to 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 (via the US Compliance team) and the other broker/dealer in writing promptly after becoming associated with Pantheon Securities.

Subject to any applicable temporary grace period(s) as communicated by Pantheon Compliance, Associates are required to have all Reportable Accounts (other than Managed Accounts, see section 3(C) below for more detail) via a firm/broker that provides electronic data feed capabilities that are compatible with the Pantheon internal reporting system.

Pantheon currently receives direct electronic data feeds from the following broker-dealers*:

Additional “aggregate” electronic feeds are available via the Pantheon internal reporting system where the Associate connects the account(s) him/herself through the system. Please contact the Compliance team to inquire if your broker has an available aggregate electronic feed and for assistance in making the account connection.

Associates are required to declare initial holdings upon joining Pantheon and thereafter annual holding statements (as discussed in more detail in section (A) below). Associates are also required to upload confirmations of individual trades shortly after each such trade together with periodic brokerage account statements (as discussed in more detail in section (B) below).

In both cases, Associates may satisfy these requirements by ensuring that the Compliance Team received holding statements, trade confirmations and brokerage statements for their Reportable Accounts directly from their broker via an electronic data feed or link as discussed above. However, it is the responsibility of Associates to ensure their electronic feed is properly connected to Pantheon’s internal reporting system and for any securities that are not covered by any such electronic data feed (for example because of any applicable grace period for implementation of the electronic data feed or because there are securities not held within a reportable account such as private securities or stocks held directly), Associates must continue to comply with the following requirements. There are limited exceptions as discussed in section (C) below.

Except as provided below, you must submit via the Pantheon internal reporting system no later than 10 calendar 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 (via electronic data feed, as covered above) and any other securities that would require pre-clearance prior to trading under Section 4 below, including those not covered by an electronic data feed (e.g., private securities, stocks held directly). Additionally, you must report via the Pantheon internal reporting system your holdings in AMG-Affiliated Mutual Funds. (A list of AMG-Affiliated Mutual Funds is posted on the Pantheon intranet 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 / certify to an annual holdings report via the Pantheon internal reporting system.

Initial and annual holdings reports must include, at a minimum, the following information as applicable, current as of date not more than 45 calendar days prior to the date of the report:

Globally, Associates are required to upload monthly or quarterly account statements inclusive of the account’s activity (as applicable) to the Pantheon internal reporting system within 30 calendar days following the end of each quarter. For those on a temporary grace period until an electronic feed is connected, statements must be uploaded under the “Accounts” section on the “Personal Trading” tab of the Pantheon internal reporting system. You will not be permitted to actively trade while you are in a grace period until the connection of an electronic feed is complete.

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 Compliance Team via the Pantheon internal reporting 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 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.

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.

Automatic Investment Plans are permitted in Exempt Securities, but are prohibited in Covered Securities, unless otherwise agreed with Compliance.

Associates are prohibited from making purchases (or short sales) in Covered Securities.

Purchases via managed accounts, dividend reinvestments, and spousal employee stock purchase plans (with prior Compliance consent) and other exempt securities identified below, as well as shares in receipt from vesting prior employer stock awards (with prior Compliance consent), are exempt from this prohibition.

Anything not listed as an Exempt Security is considered a Covered Security and is subject to this prohibition.

Associates must obtain prior approval/pre-clearance via the Pantheon internal reporting system for sales (or buys to close short sales) in all covered securities. The exceptions to this requirement are trading in Exempt Securities or as otherwise set forth below under Exceptions to Pre-Clearance Requirement (section C).

In most cases, trading requests will be processed on an automated basis through Pantheon’s internal compliance system. However, transactions in certain securities will be subject to additional manual review by Compliance and / or the relevant business teams before responding to such request.

Pre-cleared trades are valid in the Pantheon internal reporting system for a period of three business 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 Compliance Team.

If a pre-cleared trade is not executed within three business days of approval, you must resubmit the pre-clearance request in the Pantheon internal reporting system at the end of that three-business day period and receive new approval prior to executing the trade unless the trade relates to a rights issue / corporate action. This control continues until the transaction is executed.

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 submit another pre-clearance request in the Pantheon internal reporting system for the new order.

When requesting pre-clearance of a trade, you must make the following certifications:

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 are not prohibited from purchasing, nor are you required to obtain pre-clearance for transactions in “Exempt Securities”. Except as noted below Exempt Securities include:

Please refer to the Pantheon Personal Trading guidance sheet, which has a series of examples of what is considered acceptable trading with regards to this policy.

Please note that cryptocurrencies/virtual currencies that are defined as securities by the SEC are NOT exempt securities and are “Covered Securities” under this policy. Cryptocurrencies/virtual currencies that are defined as non-securities by the SEC are exempt as noted in section 2. If you have any question as to whether a particular cryptocurrency is a security or non-security please contact the Compliance Team.

If an Associate wishes to partake in cryptocurrency farming, it is the Associate’s responsibility to confirm that the cryptocurrency pair are both considered non-securities by the SEC and not in considered a security as per FSMA. Exempt Securities do not include funds, collective investment schemes or investment trusts whose primary strategy is investing in private equity, infrastructure, private securities, real estate or other alternative assets. Sales of legacy positions in these securities must also be precleared.

Exempt Securities also do not include the AMG Pantheon Fund, Pantheon International PLC (PIP) or Pantheon Infrastructure plc (PINT). Purchases (and sales) are permitted but must be precleared.

Any Associate who wishes to execute a trade in PIP or PINT must obtain the appropriate pre-approval via email and attach it to their trade request within the internal reporting system:

As noted above, anything not listed as an exempt security is considered a Covered Security.

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.

Purchasing Initial Public Offerings (“IPOs”) are prohibited, in line with the prohibition noted above for Covered Securities. If a private security owned by a Pantheon Associate participates in an IPO, and the Associate would like to sell that security in the public markets, that sale would be subject to the same preclearance requirements noted above.

If you make a purchase in PIP, PINT or the AMG Pantheon Fund, you are required to hold it for one year.

You are prohibited from acquiring or selling any security issued in a private security transaction, such as a limited offering or private placement, without prior approval from the Compliance Team. This can include private equity, hedge fund or other types of alternative / private market investments in which an Associate may invest via a subscription document, this could also include crowdfunding or an equity fund raising of a business including startups and product funding. If you have any questions as to whether something constitutes a private investment, please contact the Compliance team for clarification.

Pre-clearance requests for private securities transactions require the following information:

(i) confirmation that the Associate is not being offered the opportunity due to employment at or association with Pantheon; and

(ii) confirmation that the opportunity is of no interest to Pantheon clients as of the time of the trade and is not reasonably expected to be of any interest to Pantheon clients in the near/distant future (next 5 years); and

(iii) an assessment as to whether the opportunity involves an actual or potential service provider to Pantheon / Pantheon Funds.

The Compliance Team may contact your supervisor, other members of Investment Teams or the International Investment Committee to discuss the proposed transaction prior to approving it. Approval may be granted after a review of the facts and circumstances, including, but not limited to the information provided above.

The approval will then be logged in the Pantheon internal reporting system. If approved, after the transaction is complete you are required to upload the final subscription agreement, or other equivalent documents, in the Pantheon internal reporting system, along with adding the private security directly to your holdings record.

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. More complex derivatives may be restricted by the Compliance Team. You should contact the Compliance Team prior to purchasing financial derivatives, other than futures and options on recognized indexes, 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.

Corporate actions are subject to the restrictions in this policy and extend to making any formal or informal offer to buy or sell, taking up rights on a rights issue, exercising conversion or subscription rights and exercising an option. The restrictions also extend to buying or selling an investment under any offer, including a takeover or tender offer, which is made to the public or all (or substantially all) the holders of the investment concerned.

Pre-clearance must be obtained for corporate actions whereby consent/discretion is normally required from the account holder. This includes, but is not limited to, the following:

Corporate Actions whereby consent/discretion is not normally required are exempt for the pre-clearance requirement, however post-trade notification must be made via account statements/trade confirmations in line with section 3.B. of this policy. This includes, but is not limited to, the following:

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.

Pantheon Compliance will conduct training regarding this Policy as part of the new hire/on-boarding process. Pantheon Compliance may also periodically require Associates to undergo training regarding this Policy and may make authorization to make any future trades conditional on successful completion of such training.

Failure to abide by this Policy can result in disciplinary action/sanctions. Such sanctions may include, but are not limited to, the following:

Further, violations of the Policy or regulatory breaches may be reported to the applicable Pantheon body responsible for discretionary bonus payments and which may therefore impact other factors such as an Associate’s compensation.

In addition to internal sanctions, Pantheon may refer any breach to civil, criminal, or regulatory authorities as appropriate or required by regulation or law. Regulators may take enforcement action against Pantheon and/or the relevant Associate.

Each Pantheon Associate is required to be engaged in the practices and concerns of Pantheon, and to devote substantially all of their normal working time thereto and, to the best of their ability, engage themselves 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 engage in any of the following (a) – (c), together “Outside Business Activities” or “OBAs”, unless you have obtained prior approval from:

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 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 football/basketball team, leading the choir in a church, or assisting in a homeless shelter.

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 the Pantheon internal reporting 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 or its clients/investors 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 Compliance Team and the Partnership Board for approval.

It is your responsibility to ensure that your OBAs are reported in the Pantheon internal reporting system and the information on the Pantheon internal reporting 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 and seek approval for all proposed OBAs from Compliance and their Series 24 Supervisory Principal (not necessarily the same person as their non-broker dealer supervisor).

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 Pantheon internal reporting 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:

Please contact the Compliance Team with any questions and RRs of Pantheon Securities should refer to the Written Supervisory Procedures for more specific requirements.

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 record keeping regulations are available upon request from the Legal and Compliance Team.

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:

Please see the chart below as a further guide to assist with understanding your obligations under this policy.

Pantheon-related documents may not be sent to personal email accounts or text messaging/instant messaging platforms as this conduct could subject Pantheon to regulatory recordkeeping requirements and access to such an account or computer may be required by a Regulator. Written communications regarding Pantheon’s business must be conducted on Pantheon’s systems and networks. All written communications sent and received on Pantheon’s systems and networks will be retained by Pantheon as per applicable recordkeeping rules.

Pantheon Associates are prohibited from using their personal emails / text messages or other unofficial communication channels such as WhatsApp messaging or other instant messaging platforms for business purposes/communications without exception.

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 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).

Policies relating to the collecting, storing, processing and deletion of personal data of Associates shall be maintained separately by the Human Resources department.

With respect to telephone and electronic communications, Pantheon will take all reasonable steps to record relevant telephone conversations and electronic communications relating to the conclusion of transactions in investments that are financial instruments. Records shall include the recording of telephone conversations or electronic communications relating to, at least,

transactions concluded when dealing on own account and the provision of client order services that relate to the reception, transmission and execution of client orders. Such telephone conversations and electronic communications shall also include those that are intended to result in transactions, even if those conversations or communications do not result in the conclusion of such transactions or in the provision of client order services.

Orders placed by clients through other channels must be made in a durable medium such as mails, faxes, emails or documentation of client orders made at meetings. In particular, the content of relevant face-to-face conversations with a client may be recorded by using written minutes or notes. Such orders shall be considered equivalent to orders received by telephone.

Records of all inbound and outbound telephone communications, emails and face-to-face conversations/meetings relating to the conclusion of transactions in investments that are financial instruments are recorded. As such, the Treasury Team must utilise a Pantheon 8x8-enabled mobile device, desktop phone or software program to make telephone calls relating to all transactions.

Pantheon shall take all reasonable steps to prevent any member of the Treasury Team from making, sending or receiving relevant telephone conversations and electronic communications on privately-owned equipment which it is unable to record or copy.

Periodic reviews of electronic communications, including telephone conversations, related to transactions in investments that are financial instruments, will be conducted by Compliance via the Pantheon Global Monitoring and Testing Program.

Where exceptional circumstances arise and Pantheon is unable to record inbound and/or outbound telephone communications relating to the conclusion of transactions on 8x8-enabled devices, Pantheon endeavours to obtain and retain relevant records and evidence of such communications and to make available the records to competent authorities upon request.

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.

Pantheon is committed to conducting its business with honesty and integrity and we expect all Associates to maintain high standards. Any wrongdoing should be reported as soon as possible.

As there are potential overlaps covering reporting of violations (of Pantheon internal policy) and the reporting of regulatory breaches, Pantheon has adopted a comprehensive policy that covers both of these aspects.

Any act or omission that results in a potential or actual breach of law, rule, or regulation and any violations of Pantheon’s internal Compliance or related policies must be reported promptly upon their discovery to the Compliance Team.

Compliance may also discover violations or breaches via other means, including, but not limited to, testing carried out as part of the Compliance Monitoring Program, review of alerts generated on the Pantheon internal reporting system, or electronic message review.

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 Legal and Compliance section of the intranet).

The Compliance Team maintains a Compliance Violations and Breaches Register in which all reported incidents, if deemed to be an actual violation (or minor violation), or breach, will be recorded. Where necessary, it is the responsibility of the Compliance Team to notify and/or escalate details of violations and breaches to HR, senior management and/or to the appropriate regulator, if required.

If the CCO determines that an impacted client requires notification as a result of a violation or breach, the Risk Committee and senior management will be notified. The CCO will then instruct relevant Associates to contact the client/investor and provide the necessary details.

If a violation or breach financially disadvantages a fund or investor, the CCO will inform senior management and the Risk Committee and will liaise with the team that reported the violation or breach to ensure that any necessary reimbursements are made promptly. If a violation or breach financially advantages a fund or investor, the CCO will consult with senior management in order to determine an appropriate resolution.

Following resolution of a violation or breach, the CCO will provide sign off, signifying that the violation or breach has been resolved and, with the support of their designee, ensure that all details are included on the Pantheon Compliance Violations and Breaches Register, as appropriate.

In accordance with the SM&CR, Pantheon is required to report on an annual basis whether it has taken disciplinary action against individuals who are not Senior Managers for breaches of the Conduct Rules and, if so, provide details of the breach. If a reported incident is deemed to be a breach of the FCA Conduct Rules, it is the responsibility of the Compliance Team to ensure the correct escalation process is followed, as per the process document located on the Pantheon intranet site within the section titled “About Us, Conduct and Culture”.

With regards to Conduct Rule breaches made by Senior Managers, Pantheon is required to notify the FCA within 7 business days of concluding disciplinary action.

Pantheon Securities, LLC (“Pantheon Securities”) Registered Representative’s (“RRs”) obligations with regard to reporting violations:

The CCO must determine whether substantiated breaches or 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.

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’s IT team and AMG’s broker/dealer, AMG Distributors, Inc. Compliance Team to coordinate potential, temporary access to the system or files under the supervision of Pantheon’s Head of Compliance.

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.

To facilitate the Information Barrier arrangement and subject to the terms of paragraphs 4 and 5 below, Pantheon officers or employees will not, unless for operational purposes, discuss with or otherwise disclose to any AMG officers or employees any non-public or price sensitive information in relation to Pantheon International, PLC (“PIP”) , Pantheon Infrastructure Plc (“PINT”) or any other listed entity named on Pantheon’s restricted list (“Restricted List”), including but not limited to:

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.

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:

In certain situations and only with the prior consent of a Pantheon Head of Compliance, certain AMG officers and employees may be designated as “non-access persons” who shall be 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.

Pantheon’s Heads of Compliance have consented to the following individuals designated as “non-access persons”:

Please refer to the following policies regarding information barriers outside of Pantheon’s relationship with AMG:

Pantheon must conduct its business with integrity, pay due regard to the interests of its clients and 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 whilst collecting the information necessary to complete required regulatory reports and reporting for clients.

It is Pantheon’s policy to earn and conduct 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, solicit or accept gifts, entertainment or other items of value for the purpose of unduly influencing the recipient’s judgment.

Pantheon’s Compliance Team is available to assist Associates with any questions concerning this Policy. Exceptions to this policy will only be permitted with the written approval of the Pantheon’s Compliance Team.

The monetary threshold limits in this Gift & Entertainment Policy are expressed in USD. For purposes of reporting or seeking approval of any gifts or entertainment given or received, the value of such any gifts or entertainment shall be declared in USD, if necessary, by converting from the applicable local currency into USD, based on the prevailing exchange rates at the applicable time.

Details of gifts and entertainment activity will, from time to time, be shared with appropriate supervisors and senior management to assess the activity and relationships with business contacts. Pantheon “business contacts” are considered persons associated with any client / investor, potential client / investor, vendor, broker, fund manager or other third party that has or has the potential to have a business relationship with Pantheon.

All gifts and entertainment (including hospitality at business events) given or received must:

“Standard Counterparts” and “Sensitive Counterparts” are persons/institutions distinguished by particular criteria that are outlined in the following grid / chart and who are subject to specific thresholds of approval in consideration of the perceived risk of being improperly influenced by their position.

Pantheon may from time to time prescribe stricter requirements for Sensitive Counterparts than for Standard Counterparts. For further information, please see section 12. In the absence of any such stricter requirement applicable to a Sensitive Counterpart, the threshold limits for Standard Counterparts will apply.

Threshold Limits. Depending on particular threshold limits that are explained below (and outlined in Annex 1),

The “Gifts and Entertainment Matrix” in Annex 1 sets out the applicable threshold limits for approval and recording in relation to each of the above categories, whether given or received, to or from Standard Counterparts. Please refer to this Matrix and the additional guidance provided below, including in relation to Gifts, Entertainment, Business Events, Accommodation & Travel, Spouses, Partners & family members, Personal Gifts and Entertainment.⁵

The threshold limits are to be applied separately to gifts and entertainment, respectively. For clarity, where an individual gives or receives two or more gifts that are connected to each other, the value of such gifts should be aggregated together for purposes of assessment against the single gift threshold limit to determine whether pre-approval or reporting is required. Similarly, where two or more items are connected to each other (for example an invitation to a hosted sporting event coupled with hospitality at the same event), such items such should be aggregated together for purposes of assessment against the single entertainment threshold limit to determine whether pre-approval or reporting is required. However, to the extent practicable, it is important for monitoring and reporting purposes that each such connected item (in particular, travel and accommodation) is declared separately from each other connected item.

General. A gift is anything of value that is offered/given or accepted to which the recipient is not entitled (other than hospitality / entertainment). Gifts can be non-monetary in value and include benefits or advantages. Gifts other than cash or its equivalent are permitted subject to and in accordance with this Policy, including the requirements to report and / or seek pre-approval for any such gifts. In particular, please note the additional requirements in relation to Sensitive Counterparts in section 12. These rules apply to gifts given even if you pay for the gift with your own money or do not receive reimbursement for the gift from Pantheon.

Reporting. Associates must not assume that gifts that are permissible do not require reporting. Gifts given or received may also require reporting or recording via the on-line Compliance system in accordance with the requirements of this Policy. For further information, please see the “Gifts and Entertainment Matrix” in Annex 1.

Value of a Gift. Gifts should be valued objectively, at either cost or market value (whichever is the higher) for purposes of this Policy.

Delivery. To the extent possible, gifts should be given in person to, or received at a business address.

Gifts during Business Events. Gifts given to or accepted from Standard or Sensitive Counterparts during Entertainment or Business Events retain their status as Gifts and are subject to the requirements for Gifts in this section.

Gifts connected to Investment Services. Please see below under “Gifts and Hospitality Connected to Investment Services”.

Tickets. Tickets to sporting events or shows, rounds of golf, etc. are considered gifts, unless both you and the business contact accepting or providing the tickets, golf, etc. attend the event. Where both you and the business contact accepting or providing the tickets attend the event they shall be considered entertainment / hospitality.

Cash Gifts. Gifts of cash or its equivalent (including gift certificates or gift cards) are prohibited.

Traditional / Seasonal Gifts. Gifts given to mark traditional or seasonal occasions are permitted but are subject to the same requirements, including reporting and / or approval requirements as regular gifts.

Gifts to family etc. Gifts may not be given to or by an Associate’s spouse, partner, family or friends in order to circumvent this Policy.

Promotional Items. These refer to items such as umbrellas, tote bags, charging wires, memory sticks, shirts or pens which have a per item value (valued objectively, at either cost or market value (whichever is the higher)) of less than $25 and incorporate the logo of Pantheon or of the donor. Although the providing or receipt of these items must be recorded via the Pantheon internal reporting system, associates are not required to obtain pre-approval to offer / accept Promotional Gifts provided always that such gifts are otherwise consistent with this Policy, including in relation to Sensitive Counterparts. Items that display the logo by means of a sticker or similar non-permanent packaging will not be considered Promotional Gifts. However, any promotional items with a per item value of $25 or more are not considered Promotional Gifts and must be declared and, if required, approved in the same way as ordinary gifts.

Tombstones. These are also known as deal toys, deal cubes or lucites and decorative items which are given primarily to commemorate specific deals or occasions. Tombstones are not considered gifts, provided, however, that if such items have specific utility or use in addition to their commemorative purpose, they will not be considered Tombstones and will be treated as gifts even if they are engraved with logos or deal details. For an item to be considered a Tombstone, it must meet the following criteria:

Associates may not solicit gifts from anyone in return for any business, service or confidential information.

General. Entertainment means all forms of corporate hospitality offered to or received from investors, clients or third parties. It includes social events, sporting, cultural or recreational activities, ticketed events, drinks, breakfasts, lunches and dinners. Business events such as conferences or seminars are not per se considered to be entertainment and are outside the scope of this Gifts & Entertainment Policy. However, gifts, meals or other hospitality (including travel or accommodation) provided at a business event would fall within the scope of this Gifts & Entertainment Policy.

Proportionality. 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). If any entertainment is considered to be lavish or excessive, potential sanctions/disciplinary action may result.

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 are prohibited from hosting lavish, excessive or frequent acts of entertainment or other hospitality that may create an impression of impropriety or a conflict of interest.

Reporting. Except as set forth below and in line with the limits / thresholds outlined in Annex 1, Associates must report in the Pantheon internal reporting system entertainment / hospitality received from or provided to any third party if Pantheon has or may potentially be seeking to develop a business relationship with such third party or such third party has, or may be seeking to develop, a business relationship with Pantheon, including entertainment events hosted by third parties, e.g. annual investor meetings of portfolio fund managers and hospitality offered by other third party vendors and suppliers. Reasonable estimates may be used when you are the recipient of the entertainment and do not know the exact costs. The 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. There are very limited exceptions as described below for business meals below certain thresholds. Where two or more items of hospitality are connected to each other (for example an invitation to a sporting event coupled with hospitality at the same event or where dinner and travel or accommodation are provided in connection with a portfolio fund AGM or Advisory Committee meeting), such items such should be aggregated together for purposes of assessment against the single entertainment threshold limit to determine whether reporting and / or pre-approval is required. However, to the extent practicable, it is important for monitoring and reporting purposes that each such connected item (in particular, travel and accommodation) is declared separately from each other connected item.

Hospitality (including drinks, breakfasts, lunches, and dinners). By way of exception hospitality that is less than US$25 does not require reporting. However, all hospitality equal to or greater than $25 per head, including a meal or entertainment provided at a portfolio fund annual general meeting will be subject to the threshold limits and reporting requirements outlined in Annex 1.

Tickets. 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.

Gifts during Entertainment / Business Events. Gifts offered to or accepted from Standard or Sensitive Counterparts during Entertainment or Business Events retain their status as Gifts and are subject to the requirements for Gifts in this section.

Gifts and Hospitality connected to investment services. Hospitality connected to investment services is subject to additional limitations, because of their potential to trigger rules relating to inducements. Accordingly, Pantheon has developed the following guidance to make sure that the inducement rules are complied with, if and to the extent applicable:

Pantheon events. For events hosted or sponsored by Pantheon Group and attended by more than one Associate, it is expected that the Associate responsible for arranging the event will make a single entry in the Pantheon internal reporting system covering all Associates. Where the event

includes a number of benefits (such as entertainment, gifts and / or a meal) each benefit must be considered separately and subject to the thresholds in Annex 1. Note, however, that business events, the expenses of which are properly allocable to Pantheon Funds / Clients, are outside the scope of this Policy which applies to gifts, entertainment and hospitality paid for by Pantheon Group.

Purely business events, such as a conference or seminar or annual general meeting of a portfolio fund do not require pre-approval or reporting via the on-line compliance system. However, all gifts, hospitality, entertainment and any travel expenses provided in connection with a business event (such as dinner or a cultural activity) must be reported and / or pre- approved subject to and in accordance with this Gifts & Entertainment Policy. In particular, they must:

In connection with Entertainment received, Associates may, in some instances, be permitted to provide or accept accommodation and / or travel, subject to and in accordance with this Policy. Please refer to the limits and thresholds outlined in Annex 1. Where two or more items of hospitality are connected to each other (for example where dinner and travel or accommodation are provided), such items such should be aggregated together for purposes of assessment against the single entertainment threshold limit to determine whether reporting and / or pre-approval is required. However, to the extent practicable, it is important for monitoring and reporting purposes that each such connected item (in particular, travel and accommodation) is declared separately from each other connected item.

In connection with Entertainment offered by Pantheon Group, clients / third parties should cover the costs of their own accommodation. Note, however, that business events, such as meetings of the Advisory Committee of the Pantheon Funds, the expenses of which are properly allocable to such Pantheon Fund, are outside the scope of this Policy which applies to gifts, entertainment and hospitality paid for by Pantheon Group.

Employees are prohibited from providing Per Diems (fixed monetary daily sums to cover items such as meals and travel) to Counterparts. Any expenses covered by Pantheon must be paid directly to the service provide, not the Counterpart.

Generally, it will only be appropriate (a) for spouses, partners or family members of Pantheon Associates to accept gifts or hospitality offered by counterparts of Pantheon or (b) for Pantheon Group to offer gifts or hospitality to spouses, partners or family members of counterparts of Pantheon, if:

For purposes of any reporting or pre-approval requirements outlined in Annex 1, the value of such gifts or hospitality provided to the spouse, partner or family members of any Pantheon Associate shall be aggregated with the value of such gifts or hospitality provided to such Associate and the value of such gifts or hospitality provided to the spouse, partner or family members of any counterpart of Pantheon shall be aggregated with the value of such gifts or hospitality provided to such counterpart.

Personal Gifts and Entertainment (including Weddings and Similar Events) are those given/provided or accepted in a personal capacity – i.e., not when acting for or on behalf of Pantheon (such as a wedding or other social event including an anniversary, birthday or birth of a child and reflecting a personal relationship). The requirements in Section 3 and Annex are waived when offering or accepting Personal Gifts or Entertainment if:

If no personal relationship exists, the invitation must be treated as Entertainment, and you must comply with the pre-approval requirements outlined herein.

If you offer a Counterpart a Gift but they ask Pantheon to make a charitable donation instead, the donation must be treated as a Gift. You must comply with:

Entertainment where the purpose is to raise money for charities (dinners, auctions and sporting events) is included in the definition of entertainment and requires pre-approval regardless of its charitable nature in line with the limits and thresholds outlined in Annex 1 When providing or accepting invitations to Charitable Entertainment, you must always comply with:

Gifts must be valued at either cost value or market value – whichever is higher.

Entertainment should be valued at either cost value or the face amount of the ticket / event, whichever is higher.

Employees must make reasonable efforts to determine the value of Gifts or Entertainment, including searching online for market value prices. Where the exact cost / value of the gift or entertainment or hospitality is not readily ascertainable (for example because it would be embarrassing to ask the host for the exact value), it is permissible to use good faith estimates. In this regard, it may be appropriate to consult hotel websites, retailer websites, price comparison websites, travel websites etc. to arrive at a good faith estimate. However, second-hand auction websites (such as eBay or craigslist) would not be considered appropriate and may not be utilized.

If you are offered a Gift, Entertainment or an invitation to a Business Event which is inappropriate or prohibited, you must politely decline it and can explain that the requirements of this policy prevent you from accepting it.

Retrospective approval is only available as an exception to the requirement to obtain pre-approval. Retrospective approval should be sought from Designated Line Managers and / or Compliance, as the case may be, on the same basis as ex-ante approvals. Both the Associate’s Designated Line Manager and Compliance retain the discretion to refuse to provide retrospective approval, for example if:

Requests of retrospective approval will only be considered in the limited circumstance, for example where:

Additional Requirements apply in relation to certain persons, collectively known as “Sensitive Counterparts”

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 (approx. US$45) in a single occasion, or exceeding an aggregate KRW3,000,000 (approximately US$2700) 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 (@US$25).

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

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.

The list of Taft Hartley Clients is set out in the G&E module of the Pantheon internal reporting system. All gifts provided to Taft Hartley clients and Union Officials associated with Taft Hartley clients are subject to reporting on the Pantheon internal reporting 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” paid for by Pantheon are subject to reporting unless certain conditions are met. You must contact the Compliance Team if you anticipate a Taft Hartley client such an event 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 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 Pantheon internal reporting 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.

ERISA prohibits a plan fiduciary from receiving consideration for his or her personal account from any party dealing with the plan in connection with a transaction involving assets of the plan. However, the Department of Labor’s Enforcement Manual treats a gift, gratuity, meal, entertainment or other consideration with an aggregate value of less than $250 per annum as insubstantial and not as an apparent violation of ERISA’s prohibited transaction rules. This is particularly relevant to Pantheon as a provider of gifts or entertainment to clients that are ERISA fiduciaries as Pantheon would not want gifts or entertainment offered by Pantheon to cause a problem for such clients.

The rule is also relevant to Pantheon as a recipient of gifts or entertainment (for example at portfolio fund AGMs) on behalf of clients / Pantheon funds that are “plan assets”, although in practice attendance at portfolio fund meetings are on behalf of all funds and other clients of the Pantheon Group invested in such portfolio fund(s) and the quantum of any such gifts or entertainment would be allocated among all such funds / clients. The declaration of any such gifts and entertainment at portfolio fund meetings is required, subject to and in accordance with the remainder of this Policy, to facilitate monitoring and tracking against these ERISA limits.

If you violate this Policy you may incur a sanction and could face disciplinary action (which could include the need to disclose the conduct violation to certain regulator(s)). Exceptions to this policy will only be permitted with the written approval of Pantheon’s Compliance Team.

Notes: (1) Record means declaring/reporting the G&E via the on-line Compliance System within 60 calendar days of the gift or event. (2) Designated Line Manager (LM) approvals to be obtained from the Partner that is direct / indirect line manager of the relevant Associate or any other person (such as a Team Head) that is approved by Compliance for this purpose. [A Partner can act as his / her own Designated Line Manager, meaning that he / she does not need the approval of another Partner, although Compliance approval may still be required]

Whether hospitality is connected to investment activity or purely related to business / relationship maintenance / development is a question of fact and circumstance. An important criterion is the primary purpose behind the event at which such hospitality is provided. However, the onus shall be on the Pantheon Associate to demonstrate that the hospitality in question was related to business / relationship maintenance / development. If in any doubt, seek confirmation from your Line Manager that the event in question is not connected to investment activity, or consult Compliance.

Bribery and corruption may occur internally or externally and may be perpetrated by employees, clients, suppliers, contractors, service providers, agents or anyone else doing business with Pantheon.

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.

Pantheon will not enter into any business relationship or engage in any activity if it knows or has reasonable grounds to suspect a business relationship or activity is, in any way, connected with or facilitates bribery or corruption.

Pantheon prohibits Associates from offering, giving, promising, requesting, or accepting any payment, gift, entertainment, inducement, 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.

In recent years there has been increased scrutiny of and enforcement action against incidents of bribery and corruption globally. Global ABC laws have been strengthened so that 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 global standards.

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) 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.

Ireland: In Ireland, the Criminal Justice (Corruption Offences) Act 2018 (“the CJA”) came into force in July 2018. The CJA consolidates Irish law on bribery and corruption and introduced tougher penalties and new offences such as corporate liability, meaning a company may now be guilty of an offence if anyone acting on its behalf is found guilty of corruption. The CJA prohibits six offences: (i) active and passive corruption, (ii) active and passive trading in influence, (iii) corruption in office/employment/position/business, (iv) giving of gifts to facilitate an offence, (v) creating or using a false document and (vi) intimidation.

Hong Kong: In Hong Kong, the “Prevention of Bribery Ordinance” (POBO) is the primary anti-corruption legislation. It establishes a series of offences for corrupt conduct as well as specific offences relating to bribery in connection with public procurement, tenders and illicit enrichment by public officials. Violations of the POBO may constitute violations of the codes of conduct issued by the Hong Kong Monetary Authority and the Securities and Futures Commission. Specific restrictions are in place regarding the provision of hospitality (eg gifts, travel expenses, meals and entertainment) and offering an advantage by way of an inducement or a reward.

Japan: The Japanese Criminal Code (Articles 197 and 198) outlines details of the giving, offering or promising to give a bribe to a public official. This extends to political contributions, limitations that are applicable to hospitality expenses (including gifts, travel, meals, entertainment). Meanwhile the Japanese Unfair Competition Prevention Act (Article 18) outlines the definition of corruption of foreign public officials. The recommended practice for firms to tackle inappropriate behaviour includes establishing a policy and monitoring.

In many respects, the UK Bribery Act goes considerably further than the FCPA. There are many similarities between the UK Bribery Act and the Irish CJA, however, there is one significant difference (detailed below^**) which makes the UK Bribery Act stricter than the Irish CJA. Accordingly, Pantheon applies the UK standards 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/Ireland/Japan. 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 UK’s 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 UK Bribery Act and the Irish CJA do 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 UK Bribery Act and the Irish CJA do not contain any exemption for facilitation payments.

In the UK, Ireland, Hong Kong, Japan and the US, an individual found guilty of an offence 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.

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.

Some examples of scenarios which may constitute bribery. Whether a scenario does in fact constitute bribery/corruption would depend on the facts and circumstances.

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”), an Inducements Policy (UK & Ireland) 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, Inducements Policy (UK & Ireland) 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.

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.

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.

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 UK Bribery Act and the Irish CJA such payments are not distinguished from bribes and are therefore illegal under UK and Irish law whether they happen in that 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.

Pantheon associates should be vigilant during their dealings with politically exposed persons (“PEPs”). A PEP is a person who has been entrusted with a prominent public function, is a senior politician, or is a close associate of such a person. By virtue of the public position and the influence that they hold, a PEP may present a higher risk for potential involvement in bribery. For more information about PEPs please refer to Pantheon’s Anti-Money Laundering and Counter Terrorist Financing Policy and Pay to Play Policy. Pantheon associates, as with other aspects of financial crime are regarded as the first line of defence; as such they are expected to highlight any PEP association in relation to an investor or investment if known.

Pantheon has developed an anti-bribery and anti-corruption risk assessment, the purpose of which is to further identify:

Pantheon already operates a Gifts and Entertainment Policy, an Inducement Policy (UK & Ireland) 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, 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.

Pantheon is committed to the education of its Associates in bribery and corruption prevention. The Compliance Team provides training to Associates on a periodic basis.

Pantheon understands that the ABC risk it faces is continuous and seeks to review its risk assessment on a periodic basis and/or in connection with the Pantheon compliance monitoring and testing program.

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 or to the Board of Directors where it relates to PV (Ireland). 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, or to the Board of Directors where it relates to PV (Ireland), any actual or potential instance of possible bribery. In such circumstances, the Partnership Board/Board of Directors 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/Board of Directors.

Pantheon Associates found in violation/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.

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.

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.

Associates must be aware that some fraud offences may potentially overlap with market abuse offences or other financial crimes under anti-money laundering and anti-bribery and corruption laws and may attract additional sanctions under these regimes as well.

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, an independent external audit firm, and lead and coordinated by 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, controls, checks and balances against fraud are maintained by the Risk, Finance and Corporate Funds Teams.

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:

Upon receipt of this information, the Head of Compliance / Chief Compliance Officer will escalate any concerns as necessary, including with the HR and Risk Departments, and to the Partnership Board / Board of Directors. The Partnership Board / Board of Directors, 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 Compliance Team will maintain copies of all relevant documentation of the reported issue.

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 a Senior Manager or a Certified Person in accordance with SM&CR, 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.

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, they 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 Pantheon Associates and their connected person(s)¹ 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 and their connected person(s) are considered “Covered Associates” under the Rule.

To ensure compliance with the requirements of the Rule, Pantheon has established this Policy. The Compliance Team and Human Resources are responsible for administering the Policy.

If Pantheon Associates and their connected person(s) have any questions about a political contribution that they would like to make, or a political activity they are considering, please contact the Compliance Team.

FINRA Rule 2030 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, 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:

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

Pantheon Associates and their connected person(s) must enter information into the Pantheon internal reporting system and receive approval before they may:

Pantheon Associates and their connected person(s) need to know that the Rule prohibits Pantheon and Pantheon Associates and their connected person(s) 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 Compliance Team.

Following are examples of activities which are prohibited. Pantheon Associates and their connected person(s) may not:

Additionally, Pantheon Associates and their connected person(s) 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:

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 Compliance Team will review the contribution and political activity information to determine if it poses challenges to Pantheon’s ability to conduct business.

Prior to making a contribution, information regarding the proposed contribution must be entered into the Pantheon internal reporting system by the Pantheon Associate and be approved by the Compliance Team. Requested exceptions to the policy require special review and approval of the Compliance Team and referral to the Partnership Board as appropriate.

Prior to engaging in a political activity, the activity must be preapproved by the Compliance Team. The Pantheon Associate must input information regarding the proposed activity into the Pantheon internal reporting 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 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 and their connected person(s)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 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 Compliance team.

On a periodic basis (typically via the Pantheon annual certification process), all Pantheon Associates and their connected person(s) must submit an acknowledgement confirming that they are in compliance with this Policy and acknowledging that the information regarding their contributions and political activities in the Pantheon internal reporting system is complete and accurate.

The 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, if any, will be shared with the

Investor Relations Team to preclude efforts to contact Government Entity until two years after the contribution.

Pantheon respects the rights of Pantheon Associates and their connected person(s) 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 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.

It should not be assumed that pre-clearance or approval under this Policy is confirmation that a Pantheon Associates and their connected person(s) are 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 Entities, additional state and local rules may apply.

If any Pantheon Associate becomes aware of a potential violation or violation of this Policy they must immediately notify the Compliance Team. The ability to cure a violation or potential violation is time-sensitive and it is important that the 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.

1. The names, titles and business (if other than Pantheon’s address) and residence addresses of all Pantheon Associates and their connected person(s).

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 and their connected person(s) 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, if applicable. Records relating to such contributions must be listed in chronological order and indicate:

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), if applicable.

The Compliance Team is responsible for the oversight of this Policy. Pantheon Associates and their connected person(s) are encouraged to contact the Compliance Team with any questions about this Policy. Compliance shall periodically complete public donor database spot checks with regard to review political contributions/potential political contributions made/reported by Pantheon Associates and their connected person(s).

Pantheon Associates should consult the Compliance Team if they have any questions about whether a contribution or activity would be prohibited or restricted by this Policy or the Rule.

“Pantheon” includes Pantheon Ventures Inc., Pantheon Ventures (US) LP, Pantheon Ventures (UK) LLP, Pantheon Ventures (Ireland) DAC, Pantheon Ventures (HK) LLP and Pantheon Ventures (Asia) Limited.

“Contribution” means any contribution, gift, subscription, loan, advance or deposit of money including:

(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 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 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.

(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;

(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: FINRA Rules—2030 and 4580:

Per Pantheon’s Political Contribution policy (Annex K 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 Pantheon internal reporting system) or other organization:

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:

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.

Whether in respect of a firm or an individual, 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:

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, HR or the applicable Chief Compliance Officer (“CCO”) / Head of Compliance (a “Designated Person”) who will maintain communication with the reporting person, follow-up on the report and provide feedback to the reporting person.

Pantheon shall ensure that no discrimination, harassment, victimization, penalization 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 been involved in such conduct may be subject to disciplinary action.

A whistleblower may report any violations of this section to a Designated Person.

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.

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 Whistleblowing Disclosure form located on the Pantheon internal reporting system.

The Designated Person will aim to acknowledge receipt of a whistleblowing disclosure within 7 days of receipt. The Designated Person will carry out an initial assessment to determine the scope of any investigation and will diligently follow-up on all reports received. The Associate may be required to attend additional meetings in order to provide further information. The Designated Person will aim to provide feedback to the Associate on actions taken or envisaged to be taken within 3 months of the date of the whistleblowing disclosure and will aim to provide further feedback to the Associate at 3-month intervals thereafter². Whilst the Designated Person will aim to keep the whistleblowing Associate informed of the progress of the investigation, sometimes the need for confidentiality may prevent them from 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.

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 light of our processes, Associates should not find it necessary to alert anyone externally. However, in some circumstances

Associates have the right to report concerns to an external body such as a regulator³. Pantheon Associates may seek advice internally before making whistleblowing disclosures to anyone externally.

In Ireland, this policy also applies to members of the Board of PV Ireland, shareholders and job applicants. Job applicants can make a disclosure via the Whistleblowing Disclosure link located on the Pantheon Careers page and the Worker Privacy Notice on the public website.

In Ireland reporting persons have the right to report to a regulator, known as a ‘prescribed person’. A list of prescribed persons can be found at: www.gov.ie/prescribed-persons. Reporting persons can also report to the Protected Disclosures Commissioner who will refer the report usually to a suitable regulator, for acknowledgment, follow-up and feedback. As part of the internal investigation and outcome process, the Designated Person will provide the reporting person with information on how to report externally to a prescribed person or to the Protected Disclosures Commissioner.

Filed herewith electronically via EDGAR is the registration statement on Form N-2 of the AMG Pantheon Credit Solutions Fund (the “Registration Statement”). The Registration Statement is being filed pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and the Securities Act of 1933, as amended, and the applicable rules thereunder. Also being filed concurrently with the Registration Statement is the Notification of Registration on Form N-8A filed pursuant to Section 8(a) under the 1940 Act.

Questions and comments may be directed to the undersigned at (312) 569-1872 or, in my absence, to Joshua B. Deringer at (215) 988-2959.


REGISTRATION STATEMENT *UNDER*
*THE SECURITIES ACT OF 1933*		☐
Pre-Effective Amendment No.		☐
Post-Effective Amendment No.
and REGISTRATION STATEMENT *UNDER*
*THE INVESTMENT COMPANY ACT OF 1940*		☐
Amendment No.


The Administrator		The Fund has retained AMG Funds LLC (the “Administrator”) to provide it with certain administration, accounting, and investor services for the Fund. The Fund compensates the Administrator for these services. See “FEES AND EXPENSES” below.

Fees and Expenses		The Fund, and, therefore, its Shareholders, 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. A more detailed discussion of the Fund’s expenses can be found under “FUND EXPENSES.”

		Investment Management Fee. The Fund pays the Adviser an investment management fee (the “Investment Management Fee”) at an annual rate of [•]%, payable monthly in arrears, accrued daily based upon the Fund’s average daily “Managed Assets.” The Adviser has contractually agreed to waive [•]% of its Investment Management Fee for a period of one year following the Fund’s commencement of operations. See “INVESTMENT MANAGEMENT AND INCENTIVE FEES.” The Investment Management Fee paid to the Adviser will be paid out of the Fund’s assets. The Investment Management Fees are paid before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net profits or increase the net losses of the Fund. Managed Assets means the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares) as of each day, subject to certain adjustments. Incentive Fee. In addition to the Investment Management Fee, the Adviser will be entitled to an income incentive fee (“Incentive Fee”), if earned. The Incentive Fee is payable quarterly in arrears based upon “pre-incentive fee net investment income” attributable to each class of the Fund’s Shares for the immediately preceding fiscal quarter, and is subject to a hurdle rate, expressed as a rate of return based on each class’s average daily net asset value (calculated in accordance with GAAP), equal to [•]% per quarter (or an annualized hurdle rate of [•]%, subject to a “catch-up” feature. For this purpose, “pre-incentive fee net investment income” means interest income (inclusive of accrued interest and other non-cash interest features, including OID), dividend income and any other income accrued during the fiscal quarter, minus each class’s operating expenses for the quarter and the distribution and/or shareholder servicing fees (if any) applicable to each class accrued during the fiscal quarter. For such purposes, the Fund’s operating expenses will include the Management Fee but will exclude the Incentive Fee. The “catch-up” provision is intended to provide the Adviser with an Incentive Fee of [•]% on pre-incentive fee net investment income when that class’s pre-incentive fee net investment income reaches [•]% of the class’s average daily net asset value (calculated in accordance with GAAP) in any fiscal quarter. See “INVESTMENT MANAGEMENT AND INCENTIVE FEES.” Administration Fee. In consideration for the services provided, the Fund pays the Administrator a fee based on the average net assets of the Fund (the “Administration Fee”). The Administration Fees are paid to the Administrator out of the assets of the Fund, and therefore, decrease the net profits or increase the net losses of the Fund. See “ADMINISTRATION.”


Investor Qualifications		Each investor in the Fund will be required to be an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). Investors who meet such qualifications are referred to in this Prospectus as “Eligible Investors.” Existing Shareholders who request to purchase additional Shares (other than in connection with the automatic reinvestment of dividends (as described below)) will be required to qualify as Eligible Investors.

The Offering		The minimum initial investment in the Fund by any investor in Class S Shares is $10,000,000. The minimum initial investment in the Fund by any investor in Class I Shares is $1,000,000. The minimum initial investment in the Fund by any investor in Class B Shares is $50,000. However, the Fund, in its sole discretion, may accept investments below the minimum. The minimum additional investment in the Fund by any Shareholder is $5,000. The Shares will be offered in a continuous offering through the Fund/SERV electronic ticketing platform. Shares will generally be offered for purchase on any day the New York Stock Exchange (“NYSE”) is open for business (each, a “Business Day”), except that Shares may be offered more or less frequently as determined by the Fund in its sole discretion. Once a prospective investor’s purchase order is received, a confirmation is sent to the investor. Potential investors should send subscription funds by wire transfer pursuant to instructions provided to them by the Fund. Subscriptions are generally subject to the receipt of cleared funds on or prior to the acceptance date set by the Fund and notified to prospective investors. Investors may only purchase Shares through the Distributor or through a registered investment adviser (an “RIA”) that has entered into an arrangement with the Distributor for such RIA to offer Shares 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 Shares through such RIA, as well as additional charges. The Fund reserves the right to reject, in its sole discretion, any request to purchase Shares in the Fund at any time. The Fund also reserves the right to suspend or terminate offerings of Shares at any time at the Board’s discretion.

Distribution Policy		Following an initial six month invest-up period, the Fund intends to make quarterly distributions of substantially all of its net investment income. Distributions cannot be assured, and the amount of each distribution is likely to vary. Distributions will be paid at least annually in amounts representing substantially all of the net investment income not previously distributed in a quarterly distribution and net capital gains, if any, earned each year. Dividends and capital gain distributions paid by the Fund on the Shares will be reinvested in additional Shares unless a Shareholder opts out (elects not to reinvest in the Shares). Investors are free to change their election at any time by contacting the Transfer Agent (or, alternatively, by contacting their financial advisor, provided the financial advisor informs the Transfer Agent and provides sufficient supporting documentation). Shares 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 Shareholders 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 a Shareholder’s tax basis in its Shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the Shareholder of its Shares.


Repurchase of Shares		On a quarterly basis, the Fund will make repurchase offers, at the per-class NAV, to repurchase no less than 5% and no more than 25% of the Fund’s outstanding Shares. Typically, the Fund will conduct such quarterly repurchase offers for 5% of the Fund’s outstanding Shares. The time between the notification to shareholders and the repurchase request deadline may vary from no more than 42 days to no less than 21 days, but will generally be 30 days (the “Repurchase Request Deadline”). Shares will be repurchased at the per-class NAV per share determined as of the close of business no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th day is not a business day (the “Repurchase Pricing Date”). If investors request a repurchase of only a portion of their Shares, they must maintain a minimum balance of $25,000 worth of Shares of common stock following a repurchase request. See “OFFERS TO REPURCHASE” and “REPURCHASE PROCEDURE.” A 2.00% early repurchase fee payable to the Fund will be charged with respect to the repurchase of Shares at any time prior to the day immediately preceding the one-year anniversary of the shareholder’s purchase of the Shares (on a “first in-first out” basis). An early repurchase fee payable by a Shareholder 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 as will not discriminate unfairly against any shareholder. The early repurchase fee will be retained by the Fund for the benefit of the remaining shareholders.

Leverage		The Fund may borrow cash for a number of reasons, including without limitation, in connection with its investment activities, to make distributions, to satisfy repurchase requests from Shareholders, and to otherwise provide the Fund with temporary liquidity. The Investment Company Act requires that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed (or an asset coverage requirement of 200% in the case of issuance of preferred shares and/or senior secured notes). Thus, if the Fund and/or a Subsidiary uses a combination of borrowing money and issuing preferred shares and/or senior secured notes, the maximum allowable leverage will be between 33 1/3% (i.e., asset coverage of 300%) and 50% (i.e., asset coverage of 200%) of Managed Assets, which is the maximum extent permitted by the Investment Company Act. The Fund and/or its Subsidiaries are permitted to use the following forms of leverage in combination: (a) reverse repurchase agreements, dollar rolls, derivatives or transactions that have the economic effect of leverage, (b) borrowings from a financial institution, (c) the issuance of preferred shares, and (d) the issuance of senior secured notes. If and when the Fund, or an underlying Private Fund, mutual fund, ETF, BDC or other investment fund (collectively, “Underlying Funds”) of the Fund, employs leverage, there is no assurance that such leveraging strategies will be successful. The use of leverage will increase the volatility of the performance of the underlying investment portfolio and could result in the Fund experiencing greater losses than if leverage was not used. The use of leverage may increase the Management Fee and Incentive Fee paid by the Fund to the Adviser. Leveraging is a speculative technique and there are special risks and costs involved. To the extent the Fund uses leverage and invests in other investments that also use leverage, the risks associated with leverage will be further magnified, potentially significantly. See “USE OF LEVERAGE” and “PRINCIPAL RISK FACTORS – GENERAL RISKS—BORROWING; USE OF LEVERAGE.”


Risk Factors		The Fund is subject to substantial risks — including market risks and strategy risks. The Fund is also subject to the risks associated with the investment strategies employed by the Adviser, which may include credit risks, prepayment risks, valuation risks, and interest rate risks. While the Adviser will attempt to moderate any risks, there can be no assurance that the Fund’s investment activities will be successful or that the investors will not suffer losses. There may also be certain conflicts of interest relevant to the management of the Fund, arising out of, among other things, activities of the Adviser and its affiliates and employees with respect to the management of accounts for other clients as well as the investment of proprietary assets. An investment in the Fund should only be made by investors who understand the risks involved and who are able to withstand the loss of the entire amount invested. Accordingly, 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. Past results of the Adviser, its principals, and the Fund are not indicative of future results. Prospective investors should review carefully the “PRINCIPAL RISK FACTORS” section of this Prospectus.

Summary of Taxation		The Fund has elected to be treated and qualify as a RIC for federal income tax purposes. As a RIC, the Fund will generally not be subject to federal corporate income tax, provided that it distributes its net income and gains to Shareholders each year. See “TAXES.”


SUMMARY OF TERMS			6

SUMMARY OF FUND EXPENSES			14

FINANCIAL HIGHLIGHTS			16

PRIVACY POLICY			16

USE OF PROCEEDS			17

THE FUND			17

INVESTMENT OBJECTIVE AND STRATEGIES			17

USE OF LEVERAGE			21

PRINCIPAL RISK FACTORS			23

FUND PERFORMANCE			50

MANAGEMENT OF THE FUND			50

INVESTMENT MANAGEMENT AND INCENTIVE FEES			51

DISTRIBUTOR			52

DISTRIBUTION AND SERVICE PLAN			53

ADMINISTRATION			53

CUSTODIAN			53

TRANSFER AGENT			54

FUND EXPENSES			54

VOTING			56

CONFLICTS OF INTEREST			56

OUTSTANDING SECURITIES			58

OFFERS TO REPURCHASE			58

REPURCHASE PROCEDURE			59

TRANSFER OF SHARES			60

ANTI-MONEY LAUNDERING			61

CALCULATION OF NET ASSET VALUE			61

TAXES			62

ERISA AND CODE CONSIDERATIONS			67

DESCRIPTION OF SHARES			68

PURCHASING SHARES			68

TERM, DISSOLUTION AND LIQUIDATION			69

REPORTS TO SHAREHOLDERS			69

FISCAL YEAR			69

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; LEGAL COUNSEL			69

INQUIRIES			70


The Fund		The Fund is a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a closed-end, non-diversified management investment company. The Fund’s investment adviser is Pantheon Ventures (US) LP (the “Adviser”).

		The Fund is an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class net asset value (“NAV”), of not less than 5% nor more than 25% of the Fund’s outstanding Shares on the repurchase request deadline. The Fund will offer to purchase only a small portion of its Shares each quarter, and there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment. This Prospectus describes three classes of shares of beneficial interest (“Shares”) designated as Class S Shares, Class I Shares and Class B Shares (each a “Class of Shares”). In the future, other classes of Shares may be registered. The Fund intends to apply for an exemptive order from the SEC with respect to the Fund’s multi-class structure. Class I shares and Class B Shares will not be offered to investors until the Fund has received an exemptive order permitting the multi-class structure. There is no assurance that the Fund will be granted the exemptive order. The Fund intends to elect 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”), which generally requires that, at the end of each quarter: (1) at least 50% of the Fund’s total assets are invested in (i) cash and cash items (including receivables), Federal Government securities and securities of other regulated investment companies; and (ii) securities of separate issuers, each of which amounts to no more than 5% of the Fund’s total assets (and no more than 10% of the issuer’s outstanding voting shares), and (2) no more than 25% of the Fund’s total assets are invested in (i) securities (other than Federal Government securities or the securities of other regulated investment companies) of any one issuer; (ii) the securities (other than the securities of other regulated investment companies) of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses; or (iii) the securities of one or more qualified publicly traded partnerships.


Investment Objective and Strategies		The primary investment objective of the Fund is to generate attractive returns through a combination of current income distributions and total return.

		Under normal market conditions, the Fund seeks to achieve its investment objective by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) directly or indirectly in credit securities. The Fund’s private credit investments will include corporate loan investments (“corporate loans”) that are made through a combination of: (i) secondary purchases of interests in private credit investment funds (private funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act (“Private Funds”)) and other private assets; (ii) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (iii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iv) purchasing asset-backed securities representing ownership or participation in a pool of direct loans; (v) investing in companies and/or Private Funds that primarily hold direct loans; (vi) investments in high yield securities, including securities representing ownership or participation in a pool of such securities; (vii) investments in bank loans, including securities representing ownership or participation in a pool of such loans; and (viii) special purpose vehicles (“SPVs”) and/or joint ventures that primarily hold loans or credit-like securities. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities. See “Investment Objective and Strategies – Investment Opportunities, Strategies and Process.” The Fund uses a “multi-lender” approach whereby the Adviser partners with a variety of corporate lenders (“Investment Partners”) to source investment opportunities for the Fund. The Fund’s corporate loan investments may include secured debt (including first lien senior secured, unitranche, and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), including investments in the debt of middle-market companies. First lien senior secured debt has first claim to any underlying collateral of a loan, second lien debt is secured but subordinated in payment and/or lower in lien priority to first lien holders, and unitranche loans are secured loans that combine both senior and subordinated debt into one tranche of debt, generally in a first lien position. In connection with a corporate loan, the Fund may invest in warrants or other equity securities of borrowers and may receive non-cash income features, including payment in kind (“PIK”) interest and original issue discount (“OID”). The Fund may make investments at different levels of a borrower’s capital structure or otherwise in different classes of a borrower’s securities, to the extent permitted by law.

		The Fund also invests in private credit investments (and to a lesser extent, other public credit instruments), including U.S. or global high yield securities, bank loans, loan participations and assignments, non-performing loans, private and public business development companies (“BDCs”), mutual funds, exchange traded funds (“ETFs”), collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”), mezzanine debt (which is typically subordinate to first lien and second lien debt, and in some cases, may be issued together with an equity security, e.g., with attached warrants), and distressed securities. A portion of the Fund’s assets will be invested in cash or cash equivalents; in certain circumstances or market environments, the Fund


		may hold a larger position in cash or cash equivalents and reduce its investment in credit investments. The Fund also may invest in preferred securities, convertible securities, derivatives (such as options, swaps, futures contracts, forward agreements, reverse repurchase agreements and other similar transactions) for hedging and investment purposes, exchange-traded funds and other investment companies. When the Fund invests in loans and debt securities, the Fund may acquire warrants or other equity securities of borrowers as well. The Fund may also invest in warrants and equity securities directly, including securities of specialty finance companies and companies that employ private debt strategies for all or part of their investment strategy. The Fund’s equity holdings may be issued by small-, mid- and large-cap companies.

		The Fund may make investments through direct and indirect wholly-owned subsidiaries (“Subsidiaries”). Such Subsidiaries will not be registered under the Investment Company Act; however, the Fund will wholly own and control any Subsidiaries. The Board of Trustees of the Fund (the “Board”) has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies. The Fund expects to invest more than 15% of its assets in Private Funds that are exempt from registration under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. There is no limit on the duration, maturity or credit quality of any investment in the Fund’s portfolio. The Fund may invest in below-investment grade debt securities and non-rated debt securities. These investments could constitute a material percentage of the Fund’s holdings at any given point in time. The Fund may invest directly in foreign debt and equity securities, including those from emerging markets, issued in both U.S. dollars and foreign currencies. It is not anticipated that investments in foreign securities and/or emerging markets will constitute a significant portion of the Fund’s investments. The Fund’s allocations among assets will vary over time in response to changing market opportunities. There can be no assurance that the Fund will achieve its investment objective. Except as otherwise indicated, the Fund may change its investment objective and any of its investment policies, restrictions, strategies, and techniques without Shareholder approval. The investment objective of the Fund is not a fundamental policy of the Fund and may be changed by the Board without the vote of a majority (as defined by the Investment Company Act) of the Fund’s outstanding Shares.

The Adviser		Pantheon Ventures (US) LP (the “Adviser”) provides day-to-day investment management services to the Fund. Its principal place of business is located at 555 California Street, Suite 3450, San Francisco, CA 94104. The Adviser is a limited partnership organized under the laws of the State of Delaware and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As of March 31, 2023, it had approximately $93 billion in assets under advisement and assets under management (including discretionary and non-discretionary accounts). Affiliated Managers Group, Inc., a publicly-traded company, indirectly owns a majority of the interests of the Adviser.


	1 Year	3 Years	5 Years	10 Years
Class S Shares	$[•]	$[•]	$[•]	$[•]
Class I Shares	$[•]	$[•]	$[•]	$[•]
Class B Shares	$[•]	$[•]	$[•]	$[•]


Asset Allocation
Investment Type		% of Managed Assets
Credit Secondary Funds/Portfolios		55% to 80%
Direct Investments		20% to 45%
Geographic Region
North America		70% to 90%
Europe		10% to 30%


Adviser Pantheon Ventures (US) LP 555 California Street, Suite 3450 San Francisco, CA 94104		Administrator AMG Funds LLC 680 Washington Boulevard, Suite 500 Stamford, CT 06901

Custodian Bank [•] [•] [•]		Distributor AMG Distributors, Inc. 680 Washington Boulevard, Suite 500 Stamford, CT 06901

Independent Registered Public Accounting Firm [•]		Transfer Agent [•] [•] [•]

Legal Counsel Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111-4006


GENERAL INFORMATION			1

INVESTMENT POLICIES AND PRACTICES			1

FUNDAMENTAL POLICIES			1

MANAGEMENT OF THE FUND			3

CODE OF ETHICS			7

PORTFOLIO MANAGEMENT			7

BROKERAGE			10

TAX MATTERS			11

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; LEGAL COUNSEL			17

ADMINISTRATOR			18

CUSTODIAN			18

DISTRIBUTOR			18

TRANSFER AGENT			18

PROXY VOTING POLICIES AND PROCEDURES			18

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS			18

FINANCIAL STATEMENTS			19

APPENDIX A – PROXY VOTING POLICIES AND PROCEDURES			A-1

APPENDIX B			B-1


Name of Trustee	Dollar Range of Equity Securities in the Fund Beneficially Owned as of [•]			Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Family of Investment Companies Beneficially Owned as of [•]
*Independent Trustees:*
[Trustee]		[	•]		[	•]
[Trustee]		[	•]		[	•]
[Trustee]		[	•]		[	•]
*Interested Trustee:*
[Trustee]		[	•]		[	•]


Name of Trustee	Aggregate Compensation from the Fund			Total Compensation from the Fund Complex Paid to Trustees*
*Independent Trustees:*
[Trustee]		[	•]		[	•]
[Trustee]		[	•]		[	•]
[Trustee]		[	•]		[	•]
*Interested Trustee:*
[Trustee]		[	•]		[	•]


Name of Portfolio Management Team Member		Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member⁽¹⁾
[Name]
[Name]


Registration fees	$	[	]
Legal fees	$	[	]
Printing fees	$	[	]
Blue Sky fees	$	[	]
Transfer Agent fees	$	[	]
Total	$	[	]


Title of Class		Number of Shareholders^*
Class S		[ ]
Class I		[ ]
Class B		[ ]


AMG Pantheon Credit Solutions Fund

By:		/s/ Garret Weston
		Name: Garret Weston
		Title: Initial Trustee


/s/ Garret Weston	Initial Trustee	October 5, 2023
Garret Weston


(a)(1)		Agreement and Declaration of Trust

(a)(2)		Certificate of Trust

(r)(2)		Code of Ethics of Pantheon Ventures (US) LP


		Page
ARTICLE I - NAME AND DEFINITIONS			1

Section 1.1	Name		1
Section 1.2	Definitions		1

ARTICLE II - BENEFICIAL INTEREST			2

Section 2.1	Shares of Beneficial Interest		2
Section 2.2	Issuance of Shares		3
Section 2.3	Register of Shares and Share Certificates		3
Section 2.4	Transfer of Shares		3
Section 2.5	Treasury Shares		3
Section 2.6	Establishment of Class		4
Section 2.7	Investment in the Trust		4
Section 2.8	No Preemptive Rights		4
Section 2.9	Personal Liability of Shareholders		4
Section 2.10	Legal Proceedings		5
Section 2.11	Assent to Trust Instrument		6

ARTICLE III - THE TRUSTEES			6

Section 3.1	Management of the Trust		6
Section 3.2	Initial Trustee		7
Section 3.3	Term of Office of Trustees		7
Section 3.4	Vacancies and Appointment of Trustees		7
Section 3.5	Temporary Absence of Trustee		8
Section 3.6	Number of Trustees		8
Section 3.7	Effect of Death, Resignation, Etc. of a Trustee		8
Section 3.8	Ownership of Assets of the Trust		8

ARTICLE IV - POWERS OF THE TRUSTEES			8
Section 4.1	Powers		8
Section 4.2	Issuance and Repurchase of Shares		11
Section 4.3	Trustees and Officers as Shareholders		11
Section 4.4	Action by the Trustees and Committees		12
Section 4.5	Chairman of the Trustees		12
Section 4.6	Principal Transactions		12

ARTICLE V - EXPENSES OF THE TRUST			13

Section 5	General		13


ARTICLE VI - INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, ADMINISTRATOR AND TRANSFER AGENT		13
Section 6.1	Investment Adviser	13
Section 6.2	Principal Underwriter	14
Section 6.3	Administrator	14
Section 6.4	Transfer Agent	14
Section 6.5	Parties to Contract	14

ARTICLE VII - SHAREHOLDERS’ VOTING POWERS AND MEETINGS		14
Section 7.1	Voting Powers	14
Section 7.2	Meetings	15
Section 7.3	Quorum and Required Vote	16
Section 7.4	Action by Written Consent	16

ARTICLE VIII - CUSTODIAN		16
Section 8.1	Appointment and Duties	16
Section 8.2	Central Certificate System	17

ARTICLE IX - DISTRIBUTIONS AND REDEMPTIONS		17
Section 9.1	Distributions	17
Section 9.2	Repurchases	18
Section 9.3	Determination of Net Asset Value and Valuation of Portfolio Assets	18
Section 9.4	Suspension of the Right of Repurchase	19
Section 9.5	Redemptions at the Option of the Trust	19

ARTICLE X - LIMITATION OF LIABILITY AND INDEMNIFICATION		20
Section 10.1	Limitation of Liability	20
Section 10.2	Indemnification	20
Section 10.3	Shareholders	21

ARTICLE XI - MISCELLANEOUS		21
Section 11.1	Trust Not a Partnership	21
Section 11.2	Trustees’ and Officers’ Good Faith Action, Expert Advice, No Bond or Surety	21
Section 11.3	Establishment of Record Dates	22
Section 11.4	Termination of Trust	22
Section 11.5	Reorganization	23
Section 11.6	Filing of Copies, References, Headings	23
Section 11.7	Applicable Law	24
Section 11.8	Amendments	24
Section 11.9	Fiscal Year	25
Section 11.10	Provisions in Conflict with Law	25


By:		/s/ Garret Weston
		Trustee(s)

Name: Garret Weston
Typed or Printed


Requestee:				Confirmation required from:
All Associates (other than those captured below)				Head of the PIP Team

PIP Team Members				Head of the PIP Team and the Chief Risk Officer

Head of PIP Team				A senior member of the PIP Team (i.e., not the person placing the trade), the Managing Partner and the Chief Risk Officer

Partnership Board Members				Head of the PIP Team and the Chief Risk Officer

VALCOMM (main + PIP sub-committee) Members				Head of the PIP Team and the Chief Risk Officer

Chief Risk Officer				Head of the PIP Team and either the COO or Head of Operations


Category of Data		Retention Period
Regulatory Compliance Records Compliance Manuals, Policies and Procedures, complaints handling, annual review documentation, and Code of Ethics		Maintain the current manual, policy, or code in effect within the past 7 years

Violations of the Code of Ethics A record of any violation of the Code of Ethics, and of any action taken as a result of the violation.		7 years after end of fiscal year in which violation occurs

Access Person Reports A copy of each report made by an Access Person, including employee acknowledgements, disclosures, breaches, and approvals.		7 years after end of fiscal year in which report made

Record of People Required to Make Access Person Reports and 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.		7 years

Report on the Code of Ethics 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.		7 years after end of fiscal year in which report made

Pre-Approval of Investments in IPOs and Limited Offerings by Access Persons 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.		7 years after end of fiscal year in which approval granted

Records relating to Investors / Clients, including anti-money laundering (“AML”) documentation (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) but excluding personal data of investors / clients)		7 Years from the end of the relationship or if later the date on which the last transaction was completed or the last entry to the record was made


Category of Data		Retention Period
Investor / Client tax documents (but excluding personal data of investors / clients)		7 Years from the end of the relationship

Personal data of Investors / Clients, e.g. relating to AML documentation or tax documents		7 years from the date on which the relevant business 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 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.		7 years after end of fiscal year in which of the record is made

Recording of Electronic Communications Recordings of all telephone conversations and electronic communications that result in or may result in the execution of Treasury transactions.		7 years

Senior Manager and certified persons documentation including fitness & propriety assessments and statements of responsibility Documentation in support of fitness & propriety assessments (that could include regulatory references from former employers, which could include information of the certified person’s 6 previous years of employment records) job descriptions, background checks, statements of responsibility and the filing of such documentation with the regulator.		7 years

Pay to Play Records A record of (i) the names, titles and business and residential address of all Pantheon Associates, (ii) all Government entities to which Pantheon provides / has provided investment advisory services or which were investors, (iii) all direct / indirect contributions made by Pantheon / Pantheon Associates to a Government official or a political party, and (iv) the name and business address of each person or entity to which Pantheon provides / agrees to provide payment to solicit a Government entity for investment advisory services on its behalf.		7 years


Standard Counterpart		Sensitive Counterpart
Anyone Pantheon deals with in the course of business who is not a Sensitive Counterpart. This includes prospective or current clients / investors, business partners, consultants, brokers, vendors and service providers, their employees, officers and representatives.		Sensitive Counterpart means any of the following: -
		i. Taft-Hartley Clients² and their officers and employees;
		ii. Unions and their officers and employees;
		iii. S. Korean Public Organisations and Korean Public Officials³; or
		iv. ERISA Plans

		Sensitive Counterparts are subject to particular (and more stringent) laws or rules governing the offering or acceptance of Gifts & Entertainment and / or expose Pantheon to particular risks in relation to the offering or acceptance of Gifts & Entertainment.


	<US$ 25	US$ 25 – 100	US$>$100 – max. 250	US$ >250 – max. 1,000	US$>1,000
CASH	Prohibited	Prohibited	Prohibited	Prohibited	Prohibited

Given or accepted

NON-CASH GIFTS (Per person) Limits operate *as both a single limit and an annual aggregate limit for all gifts to / from such person*

Gifts Given	Record (within 60 calendar days)	Seek approval from both Designated Line Manager Compliance & Record	Prohibited	Prohibited	Prohibited

Gifts Accepted (ex Tombstones)	No action required	Record (within 60 calendar days)	Prohibited +	Prohibited +	Prohibited +

GENERAL ENTERTAINMENT (Per person) (inc. drinks, meals, entertainment, accommodation & travel and other hospitality) **

Hospitality Offered	No action required	Record (within 60 calendar days)		Seek approval from Designated Line Manager (Partner) & Record	Seek approval from Designated Line Manager & Compliance & Record

Hospitality Received	No action required	Record (within 60 calendar days)		See above	See above



ADDITIONAL REQUIREMENTS RELATING TO GIFTS / HOSPITALITY RECEIVED IN CONNECTION WITH INVESTMENT SERVICES ++

General Rule		Except as described below, gifts and / or hospitality connected to investment services, are prohibited. Exceptionally:

Business Development etc.		Gifts or hospitality the primary purpose of which is business / relationship maintenance / development are distinguishable from gifts or hospitality in connection with investment services. These should be assessed under “Non-Cash Gifts” or “General Entertainment” above.

Hospitality received at investment monitoring meetings		Hospitality received at monitoring meetings, e.g., food & drink at portfolio fund AGMs / AC meetings, is permissible provided always that such hospitality is reasonable, proportionate and not excessive or lavish in scale or frequency. The standing approval of Designated Line Managers for such events is assumed in the absence of contrary indications. Hospitality received at such events in excess of de minimis limits (see above) must be recorded. Same applies to travel / accommodation, although his should be reported separately.

		This excludes supplementary, voluntary events that are >$25. Supplementary, voluntary events at the AGM / AC meeting greater than $25, such as an afternoon of golf / sailing, would not qualify for this exception.