UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT COMPANY ACT OF 1940

Release No. 35134 / February 21, 2024

In the Matter of

AMG PANTHEON CREDIT SOLUTIONS FUND

680 Washington Boulevard, Suite 500

Stamford, Connecticut 06901

PANTHEON VENTURES (US) LP

555 California Street, Suite 3450

San Francisco, California 94104

(812-15534)

ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940

GRANTING AN EXEMPTION FROM SECTIONS 18(a)(2), 18(c) AND 18(i) OF THE ACT,

UNDER SECTIONS 6(c) AND 23(c) OF THE ACT GRANTING AN EXEMPTION FROM 

RULE 23c-3 OF THE ACT AND PURSUANT TO SECTION 17(d) AND RULE 17d-1 

UNDER THE ACT

AMG Pantheon Credit Solutions Fund and Pantheon Ventures (US) LP filed an application on

December 14, 2023, and an amendment on January 9, 2024, requesting an order under section 

6(c) of the Investment Company Act of 1940 (“Act”) granting an exemption from sections 

18(a)(2), 18(c) and 18(i) of the Act; under sections 6(c) and 23(c) of the Act granting an 

exemption from rule 23c-3 under the Act; and pursuant to section 17(d) of the Act and rule 17d-1 

under the Act. The order permits certain registered closed-end management investment 

companies to issue multiple classes of shares and to impose asset-based distribution and/or 

service fees, and early withdrawal charges.

On January 26, 2024, a notice of the filing of the application was issued (Investment Company 

Act Release No. 35116). The notice gave interested persons an opportunity to request a hearing 

and stated that an order disposing of the application would be issued unless a hearing was 

ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.

The matter has been considered and it is found, on the basis of the information set forth in the 

application, as amended, that granting the requested exemption is appropriate in the public 

interest and consistent with the protection of investors and the purposes fairly intended by the 

policy and provisions of the Act.
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It is further found that proposed repurchases will be made in a manner which does not unfairly 

discriminate against any holders of the class or classes of securities to be purchased.

It is further found that the investment company’s proposed institution of asset-based distribution 

and/or service fees is consistent with the provisions, policies, and purposes of the Act, and will 

not be on a basis different from or less advantageous than that of other participants.

Accordingly, in the matter of AMG Pantheon Credit Solutions Fund and Pantheon Ventures (US) 

LP (File No. 812-15534),

IT IS ORDERED, under section 6(c) of the Act, that the requested exemption from sections 

18(a)(2), 18(c) and 18(i) of the Act is granted, effective immediately, subject to the

condition contained in the application, as amended.

IT IS ALSO ORDERED, under sections 6(c) and 23(c)(3) of the Act, that the requested 

exemption from rule 23c-3 of the Act is granted, effective immediately, subject to the

condition contained in the application, as amended.

IT IS ALSO ORDERED, under section 17(d) and rule 17d-1, that the investment company’s 

institution of asset-based distribution and/or service fees is approved, effective immediately, 

subject to the condition contained in the application, as amended.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood,

Assistant Secretary.