AMG Pantheon Fund Tender Offers: Requests Reached 61% of the Cap in April 2026 While New Sales Fell by Two Thirds

What the fund is: a feeder into a $6.6 billion Master Fund

AMG Pantheon Fund is a registered closed-end fund for individual investors, sponsored by AMG Funds (Stamford, Connecticut) and advised by Pantheon Ventures (US) LP. It is a “feeder fund”: its own filing says it “invests substantially all of its investable assets in AMG Pantheon Master Fund, LLC.” At March 31, 2026 it owned 96% of the Master Fund's units. The Master Fund, with net assets of $6,646.4 million, is the one that owns the private equity: secondary stakes in other managers' funds, direct co-investments and some primary fund commitments.

Investors buy units on the first business day of each month at NAV. There are five classes: Class 1 has a $10,000 minimum and no sales load, Classes 2, 3 and 4 carry lower distribution fees (0.50%, 0.25% and none) and are offered in a separate prospectus, and Class 5 carries a sales load of up to 3.50%. At May 31, 2026 there were about 239,145,444 units outstanding (Class 1: 124,264,130, Class 3: 52,073,354, Class 5: 28,397,739, Class 2: 23,106,106, Class 4: 11,304,115). Units do not trade anywhere. The way out is the tender offer.

Do not mix this fund up with its siblings. AMG Pantheon Infrastructure Fund and AMG Pantheon Credit Solutions Fund are separate Pantheon vehicles that appear next to the Master Fund in a January 2026 exemptive application; the numbers in this page are only for AMG Pantheon Fund, LLC and its Master Fund. For the general case on how these evergreen vehicles work, see how to invest in private equity.

How a tender works here, in the fund's own words

• The board decides each quarter. The Fund “is not required to conduct tender offers.” The July 2026 prospectus says the adviser expects to recommend quarterly offers of “no more than 5% of the net assets of the Fund, although any particular recommendation may exceed such percentage.” In practice each offer is sized as 5% of units outstanding: 11,957,272 units against 239,145,444 in the current one.
• You do not know the price. Holders “will not know the price at which such Units will be repurchased until the Valuation Date.” The price is the class NAV at that date.
• If requests exceed the offer, the prospectus says: “the Fund may extend the repurchase offer, repurchase a pro rata portion of the Units tendered, or take any other action permitted by applicable law.”
• Payment can be a note. Under the June 2026 prospectus update, “Within thirty days after the Tender Valuation Date, the Fund will give to each Investor whose Units have been accepted for repurchase cash or issue to such Investor a debt obligation,” with the obligation due on or before the thirtieth day after the pricing date or, if the Fund has asked the Master Fund for the money, ten business days after it arrives.
• A 2.00% early repurchase fee applies to units sold within a year of purchase, first in first out. It raised $171,912 in the year to March 2026.
• The Master Fund sets the pace. The Fund can only withdraw from the Master Fund through the Master Fund's own offers, so both run side by side: on August 10, 2026 the Master Fund filed an offer for up to 12,148,307 units, closing September 4.
• A backstop nobody has needed. If a holder asks in writing for a repurchase offer and the Fund does not make one of at least 5% of net assets within two years, it must “offer to all then Members the opportunity to contribute their Units to a special purpose vehicle” set up to liquidate at least 90% of its assets within three years.

Unlike an interval fund, which commits to repurchase 5% to 25% of its shares each quarter under SEC Rule 23c-3, this fund has no obligation to make an offer. See the list of interval funds for that structure.

Thirty-nine offers since 2016: silence, then 12%, then 61%

The fund has filed a final amendment to Schedule TO-I for each of its 39 completed quarterly offers, from the one priced at December 31, 2016 to the one priced at June 30, 2026. In the first 16 offers, through the one filed in June 2020, holders tendered nothing in 10. Since September 2020 every offer has drawn requests. From the offer filed in March 2022 to the one that closed in April 2025, 12 of 13 drew between 9.3% and 14.6% of the cap and one, January 2025, drew 29.0%. Then the series broke.

Units offered, units tendered and the share of each are from the filings. The last column is the redemption line of Form N-PORT for the quarter of the pricing date (it starts with the quarter to September 2022).

Two things stand out. In dollars, the payout went from $5.0 million for the offer priced at September 30, 2022 to $198.2 million for June 30, 2026, while net assets grew about 5.4 times (our arithmetic from N-PORT). In units, requests grew faster than the fund: units outstanding rose 30.6% between January 31, 2025 and January 31, 2026, while units tendered in April 2026 were 6.6 times those of April 2025.

The filings give units “validly tendered and not withdrawn,” not units accepted, and say nothing about proration. Because no offer drew more than the cap, the prospectus terms leave nothing to prorate, and the money agrees: N-PORT shows $198,207,265 of redemptions in June 2026, within 0.04% of the $198,276,377 NAV of the tendered units, and the March 2026 balance sheet carried exactly $160,579,879 payable to tendering holders. Two results were corrected after filing: July 2025 from 2,305,132.452 to 2,311,077.752 units, and January 2026 from 5,935,513.520 to 5,926,634.993 (changes of 0.26% and 0.15%, our arithmetic).

The cash side: payouts rose nearly sevenfold in a year, sales fell by two thirds

Form N-PORT reports monthly sales, reinvestments and redemptions for each quarter. Redemptions fall in the third month, the tender pricing month. N-PORT net assets run below the audited figure ($6,364.8 million against $6,404.0 million at March 31, 2026), so read the first column as a trend. Reinvested distributions are left out of sales.

Through the quarter to June 2025, payouts were under 15% of sales in every quarter reported. In the four quarters to June 2026 they were 40% ($477.3 million out, $1,195.3 million in); in the four to June 2025, 9% ($141.0 million out, $1,544.4 million in). The audited annual report agrees on the direction: in the year to March 31, 2026 units with a value of $308.3 million were tendered, 21.4% of the $1,443.8 million of units sold, against $133.2 million and 8.4% in the prior year (our arithmetic from note 1(g)). New money still exceeded exits in that year, and net assets rose 32.4% to $6,404.0 million. The quarter to June 2026 is the first where it did not: net assets still grew 2.5% on N-PORT, so the gain came from investment returns.

What stands behind the payouts: cash, a credit line and $1.8 billion of commitments

Repurchases are paid from the Master Fund. At March 31, 2026 its balance sheet showed:

Against that, a full 5% offer at the June 30 blended price of $27.86 per unit would cost about $328 million (11,768,541 units, our arithmetic), 61% of the money market balance at March 31, and April's actual payout was $198.3 million. The Master Fund also has a revolving credit line “to satisfy repurchase requests” and meet capital calls: “Prior to December 18, 2025, the amount of the credit facility was $800 million,” and it is now $1.5 billion at SOFR plus 3.00%. It was not used in the year to March 2026, but fees for holding it, $12.3 million, were. The annual report counts about $2.09 billion of new commitments in the year, across 78 new investments (49 secondaries, 16 co-investments, 13 primary funds).

One more fact for readers who think in terms of exposure: North America was 64% of the portfolio, Europe 32% and the rest of the world 4%, and the four largest sectors were information technology (26%), healthcare (19%), industrials (16%) and financials (13%).

NAV per unit by class: up 31% in four years, with a distribution in the middle

Class 1 went from $20.42 to $26.70 between March 2022 and March 2026, up 30.8%, with fiscal-year total returns of 17.49% (2022), 5.63% (2023), 11.27% (2024), 9.22% (2025) and 8.35% (2026). The classes differ only by the fees they bear, which is why Class 4 (no distribution fee) is always highest and Class 5 (1.00% distribution fee) lowest.

The dip between September 2025 and March 2026 is explained by the distribution: on December 31, 2025 the fund paid $145,007,913 of long-term capital gains, $0.63 a unit in every class, and 80% of it was reinvested (our arithmetic: $116.3 million). Class 1 fell $0.35 over those six months after paying out $0.63, so it gained about $0.28 before distributions. The Master Fund's units were $17.93 at March 31, 2021, $27.73 at March 31, 2026 and, from its own tender, $28.49 at June 30, 2026. For the latest year the Master Fund returned 9.29%, against 18.90% for the MSCI World, but its five-year return was 11.34% against 10.27% and its ten-year 13.30% against 11.80%.

Fees: 0.86% in the annual report, 3.13% in the prospectus

The annual report's expense ratios are the feeder's own. The prospectus table adds what is charged one level down, in the Master Fund and the funds it owns. The 1.57-point difference between the two is the same in every class (our arithmetic).

For Class 1 the 3.13% is 0.70% management, 0.75% distribution and service, 0.87% other and 0.81% “acquired fund fees,” the operating costs of the funds underneath. The prospectus adds that those funds “generally charge a management fee of 1.00% to 2.00%, and 10% to 20% of net profits as a carried interest allocation,” and the carry is not in the 0.81%. On $100,000 in Class 1, 3.13% is about $3,130 a year (our arithmetic). The reported returns are after these costs: the annual report says the fund's share of the Master Fund's expenses is “reflected in the NAV of the Master Fund’s Units.”

Two waivers lower the visible numbers. The feeder waived all of its $41,858,957 management fee in fiscal 2026, because its only holding is another registered fund. The Master Fund waived $44,406,044 of $118,779,285 in expenses. Class 5 investors paid $2,274,007 in sales loads in the year.

What changed in the last 60 days

Three details are new. First, the timing. In 2023, 2024 and 2025 the offer priced at September 30 was filed on June 23 or 24. This year it was filed August 3, with 25 days to tender and 33 days from the deadline to the pricing date, against 67 to 72 days in each of the 17 offers since March 2022. The annual report says deadlines are “generally … approximately 75 days prior to the date that the Units to be repurchased are valued by the Master Fund.” The filings do not say why the schedule changed. Second, the April offer's result was filed 38 days after the June 30 pricing date; for the 16 offers before it the original filing came 4 to 8 days after pricing. Third, the Master Fund's April offer drew 7,425,000 units ($211.5 million), of which the feeder's $198.3 million is 93.7% (our arithmetic); the filings do not say who tendered the rest.

The August offer's result had not been filed by October 6, six days after its pricing date. Final amendments for the four earlier September pricing dates came 4 to 7 days after, one of them corrected a week later. In the background: a joint proxy dated December 19, 2025 to expand the board from four to six directors, and a co-investment exemptive application amended January 8, 2026. Neither changes the structure.

What a holder can do with this

• If you tendered in the August offer, the price is the September 30 NAV, unknown until the Fund calculates it. The prospectus allows payment in cash or a debt obligation within thirty days of the pricing date.
• If you are weighing a request in a later offer, none of the 39 results shows an offer above its cap, so no proration is visible. The margin is narrowing: requests rose 20% from January to April 2026, and would need to rise 65% from April's level to reach the cap (our arithmetic: 11,768,541 against 7,115,761). That is arithmetic, not a forecast; each offer is the board's call.
• Check the fee at your level. A year's holding avoids the 2.00% fee. Class 5 carries a load of up to 3.50% on purchase, and the all-in cost is 2.38% to 3.38% by class, not the 0.11% to 1.11% in the annual report.
• Watch these in the next filings: the August offer's result (units against 11,957,272), the next N-PORT for the quarter to September 30, and whether the next offer, filed December 20 to 23 in each of the last four years, keeps that date.

For funds where holders are already being prorated, see the private credit fund redemptions tracker. For another registered private equity tender fund with the same quarterly mechanics, see Hamilton Lane Private Assets Fund, and for a private equity vehicle that is not a registered fund, Blackstone Private Equity Strategies.

FAQ

All figures are from AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC filings on SEC EDGAR, read on October 6, 2026: 39 final amendments to Schedule TO-I (September 2016 to August 7, 2026), the Schedule TO-I of August 3, 2026 (accession 0001193125-26-329591) and the Master Fund's of August 10, 2026 (0001193125-26-341322), the annual report for the year to March 31, 2026 (Form N-CSR, 0001193125-26-264017; Master Fund 0001193125-26-264015), five earlier annual and semiannual reports, sixteen Form N-PORT filings from September 2022 to June 2026 (latest 0001193125-26-376087), the June 1, 2026 prospectus update (0001193125-26-251444) and the July 2026 prospectus (0000950130-26-000196). Shares of the cap and of units outstanding, sums, quarterly and annual ratios, the $0.28 pre-distribution gain and the implied Master Fund NAV are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.