EX-FILING FEES 2 d473236dexfilingfees.htm EX-FILING FEES EX-FILING FEES

EX-Filing Fees

Calculation of Filing Fee Tables

SC TO-I/A

(Form Type)

AMG Pantheon Fund, LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

 

       
    

    Transaction    

Valuation

 

Fee

    Rate    

      Amount of    
Filing Fee
       

Fees to Be Paid

    0.01102%    
       

Fees Previously Paid

  $61,447,764.91 (1)     $0.00 (2)
       

Total Transaction Valuation

  $61,447,764.91      
       

Total Fees Due for Filing

      $0.00
       

Total Fees Previously Paid

      $0.00
       

Total Fee Offsets

       
       

Net Fee Due

          $0.00

 

(1)

Calculated as the aggregate maximum purchase price for units of beneficial interest, based upon the estimated net asset value per Class 1 Unit, the estimated net asset value per Class 2 Unit, the estimated net asset value per Class 3 Unit, the estimated net asset value per Class 4 Unit, and the estimated net asset value per Class 5 Unit as of October 31, 2022. As described in footnote (2) below, no fee was required to be paid in connection with the filing of the Schedule TO-I by AMG Pantheon Fund, LLC (File No. 005-89632) on December 21, 2022 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer.

(2)

AMG Pantheon Fund, LLC (the “Issuer”) is a feeder fund in a master-feeder structure, whereby the Issuer invests substantially all of its assets in AMG Pantheon Master Fund, LLC (the “Master Fund”). Units of beneficial interest repurchased by the Issuer through this tender offer may have corresponding units of beneficial interest repurchased by the Master Fund through a corresponding tender offer. The Master Fund pays tender offer registration fees for its corresponding tender offer, which is subject to Rule 13e-4. The Issuer avails itself of the SEC staff’s no-action relief applicable to master-feeder structures for fees on shares offered for repurchase in corresponding tender offers. See Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017).