Form 40-APP/A AMG Pantheon Credit Solu

File No. 812-15932

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXPEDITED REVIEW REQUESTED UNDER 17 CFR 270.0-5(d)

In the Matter of the Application of:

AMG Pantheon Master Fund, LLC, AMG Pantheon Subsidiary Fund, LLC, AMG Pantheon Lead Fund, LLC, AMG Pantheon Credit Solutions Fund, AMG Pantheon Credit Solutions Subsidiary Fund, LLC, AMG Pantheon Credit Solutions Lead Fund, LLC, AMG Pantheon Infrastructure Fund, LLC, AMG Pantheon Infrastructure Subsidiary Fund, LLC, AMG Pantheon Infrastructure Lead Fund, LLC, Pantheon Ventures (US) LP, Pantheon Ventures (UK) LLP, Pantheon Infra Advisors LLC, Pantheon Ventures (Ireland) DAC, Pantheon Global Co-Investment Opportunities Fund II, L.P., Pantheon USA Fund VIII, L.P., Pantheon Global Secondary Fund IV, L.P., Pantheon Asia Fund VI, L.P., Pantheon USA Fund IX, L.P., Pantheon Emerging Asia Fund VI, L.P., Pantheon Global Co-Investment Opportunities Fund III, L.P., Pantheon USA Small Funds Program IX, L.P., Pantheon Global Infrastructure Fund II, L.P., Pantheon Emerging Markets Fund (Ex-Asia), L.P., Pantheon Global Secondary Fund V, L.P., Pantheon Global Infrastructure Fund “B”, L.P., PGIF III Co-mingled Fund, L.P., Pantheon Multi-Strategy Program 2014 (US), L.P., Pantheon Multi-Strategy Program 2014 (ERISA), L.P., Pantheon Access (US), L.P., Pantheon Access (ERISA), L.P., Pantheon Real Estate Solutions Fund I, L.P., Pantheon Global Secondary Fund IV OPERS, L.P., Pantheon Capital Partners, L.P., Pantheon Global Secondary Fund IV KSA, L.P., BVK Private Equity 2011, L.P., Pantheon Global GT Fund, L.P., Pantheon Global HO Fund, L.P., BVK Private Equity 2014, L.P., Sacramento County Employees’ Retirement System Secondary Infrastructure and Real Assets Fund, LLC, Pantheon Global Infrastructure Fund II NPS, L.P., Psagot-Pantheon 1, L.P., Pantheon Global Real Assets GT Fund, L.P., Pantheon Global Real Assets HO Fund, L.P., Industriens Vintage Infrastructure, L.P., KGT Strategic Private Investments, LP, KFH Strategic Private Investments, LP, BVK Private Equity 2018, L.P., VA-Pantheon Infrastructure II, LP, Pantheon IPA Fund, L.P., Pantheon Real Assets Opportunities Fund, L.P., Global Infrastructure 2015-K, L.P, BVK Private Equity 2021, L.P., Pantheon Global Infrastructure Fund III NPS, L.P., Pantheon Global Private Credit GT Fund, L.P., Pantheon Global Private Credit HO Fund, L.P., Akasia I, L.P., Pantheon/VA NRP, LP, Global Infrastructure 2020-K, L.P, Pantheon G Infrastructure Opportunities LP, Pantheon Global Infrastructure USD Investments Unit Trust, Pantheon Global Infrastructure EUR Investments Unit Trust, Pantheon Global Infrastructure Investments Fund (Cayman) LP, Pensam Infrastructure, L.P., Industriens Vintage Infrastructure II, L.P., Lincoln Brook Opportunities Fund, L.P., Pantheon SOF Co-Investment Fund, L.P., Pantheon Infra-PSP Co-Investment Program 1, LP, Industriens Vintage Infrastructure IV, L.P., Toranomon Infrastructure 2, LP, Pantheon L Global Infrastructure SMA LP, Pantheon 2022-K Asia, L.P, Clal - Pantheon Infra Co-Investment Program 2022, LP, Pantheon OCM Secondaries Investment Program (Cayman), L.P., VA - Pantheon Infrastructure III, LP, Juniversitas Infrastructure Equity Core Fund P (USD), L.P., Juniversitas Infrastructure Equity Core Fund P (EUR), L.P., Pantheon Global Infrastructure Fund IV NPS, L.P., Three Pillars Secondaries Fund, LP, Three Pillars Flex Opportunities Fund, LP, Pantheon PlanVital Investment Program (Cayman), LP, Pantheon C Private Credit Secondaries Program LP, BVK Private Equity 2024, L.P., Pantheon PSD III The-K 2024 Master LP, Global Infrastructure 2024-K, L.P., Pantheon Global Credit 2024-K, L.P., Pantheon ME A1 SMA Fund, L.P., Pantheon ME A1 Overage Fund, L.P., Industriens Vintage Infrastructure V, L.P., Pantheon Private Senior Debt Fund III NPS, L.P.,

Pantheon Z Global Infrastructure Fund Master, L.P., Clal - Pantheon Infra Co-Investment Program 2025, LP, Pantheon Pandeia Fund LP, SOLUTIO PREMIUM Private Debt I SCSp, SOLUTIO PREMIUM Private Debt II MASTER SCSp, SOLUTIO PREMIUM Private Debt III Master SCSp, Pantheon Global Secondary Fund VI SCSp, SOLUTIO PREMIUM Private Equity VI Master SCSp, Pantheon Global Co-Investment Opportunities Fund V (Luxembourg) SCSp, SOLUTIO PREMIUM Private Equity VII Master SCSp, PGCO IV Co-mingled Fund SCSp, Pantheon Multi-Strategy Program 2014 (Luxembourg) SLP SICAV SIF, Pantheon Access (Luxembourg) SLP SICAV SIF, Pantheon Private Debt Program SCSp SICAV-RAIF, Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon Senior Debt Secondaries II (EUR), Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon Credit Opportunities II (USD), Pantheon Global Infrastructure Fund IV (Luxembourg) SCSp, Pantheon Global Infrastructure Fund IV Euro (Luxembourg) SCSp, Pantheon Secondary Opportunity Fund (Luxembourg) SCSp, SOLUTIO PREMIUM Private Equity VIII Master SCSp SICAV-RAIF, SOLUTIO PREMIUM Private Equity VIII Master SCSp SICAV-RAIF – Sub-Fund “Private Equity”, SOLUTIO PREMIUM Private Equity VIII Master SCSp SICAV-RAIF – Sub-Fund “Special Situations”, Pantheon Global Secondary Fund VII SCSp, Pantheon Global Secondary Fund VII Euro SCSp, SOLUTIO Opportunities Asia I SCSp, Pantheon Secondary Opportunity Fund II (Luxembourg) SCSp, Pantheon Global Co-Investment Opportunities Fund VI (Luxembourg) SCSp, Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon Senior Debt Secondaries III (USD), Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon Senior Debt Secondaries III (GBP), Pantheon Global Private Equity Fund, a sub-fund of Pantheon Private Markets SICAV SA, Pantheon Global Credit Secondaries Fund, a sub-fund of Pantheon Private Markets SICAV SA, Pantheon Private Debt Program SCSP SICAV-RAIF - Pantheon Credit Opportunities III (USD), Pantheon Global Select Fund VII (Luxembourg) SCSp, Pantheon Global Infrastructure Fund V (Luxembourg) SCSp, Pantheon Global Secondary Fund VIII SCSp, Pantheon Private Debt Program SCSp SICAV-RAIF – Pantheon Senior Debt Secondaries Europe III, Pantheon Private Debt Program SCSp SICAV-RAIF - Tubera Credit 2020, Pantheon Private Debt Program SCSp SICAV-RAIF - Tubera Infinita, Pantheon Private Debt Program SCSp SICAV-RAIF - Pantheon COF Co-Investment II, Pantheon Private Debt Program SCSp SICAV-RAIF - Peridot Overage 2022, Pantheon Private Debt Program SCSP SICAV-RAIF - MHST Overage, Pantheon Private Debt Program SCSP SICAV-RAIF – Kalevala, Pantheon Private Debt Program SCSP SICAV-RAIF – Spear, Pantheon Socrates SCA SICAV-RAIF, Pantheon Socrates SCA SICAV-RAIF – EUR Compartment I, Pantheon Socrates SCA SICAV-RAIF – USD Compartment I, Pantheon Socrates SCA SICAV-RAIF – GBP Compartment I, Persea Private Credit Secondaries Program Master SCSp, Pantheon Global Infrastructure Fund II (Luxembourg) SCSp, ASGA Global Infrastructure L.P, CPEG-Pantheon Infrastructure L.P.

555 California Street, Suite 3450

San Francisco, CA

AMENDMENT NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

All Communications, Notices and Orders to:

Gregory C. Davis

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111-4006

Telephone: (415) 315-6327

[email protected]

Copies to:

Mark J. Duggan

AMG Funds LLC

680 Washington Boulevard, Suite 500

Stamford, CT 06901

Telephone: (203) 299-3544

[email protected]

January 8, 2026

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

File No. 812-15932

The following entities hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Sections 57(i) and 17(d) of the Investment Company Act of 1940, as amended (the “1940 Act”),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive order issued by the Commission on December 13, 2019 (the “Prior Order”)² that was granted pursuant to Section 17(d) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

The relief requested in this application for the Order (the “Application”) would allow a Regulated Fund⁵ and one or more Affiliated Entities⁶ to engage in Co-Investment Transactions⁷ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”⁸ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁹

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. “Wholly-Owned Investment Sub” means an entity: (a) that is a “wholly-owned subsidiary” (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. “Joint Venture” means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). “BDC Downstream Fund ” means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture’s or BDC Downstream Fund’s chief compliance officer, and the Joint Venture’s or BDC Downstream Fund’s investment committee will be deemed to be the Joint Venture’s or BDC Downstream Fund’s Board.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

Each of P-PEXX, P-SECC and P-BUILD is an externally managed, closed-end, non-diversified investment company that is registered as an investment company under the 1940 Act. Each of P-PEXX and P-BUILD are organized as Delaware limited liability companies. P-SECC is organized as a Delaware Statutory Trust. Securities offered by P-PEXX are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D under the Securities Act. P-PEXX, P-SECC and P-BUILD intend to qualify annually as regulated investment companies under Sub-Chapter M of the Internal Revenue Code of 1986, as amended.

P-PEXX’s investment objective is to seek long-term capital appreciation. P-PEXX has a four-member board (the “P-PEXX Board”), of which three members are not “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.¹⁰

P-SECC’s investment objective is to generate attractive returns through a combination of current income distributions and total return. P-SECC has a six-member board (the “P-SECC Board”), of which five members are not “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.

P-BUILD’s investment objective is to seek long-term capital appreciation. P-BUILD has a six-member board (the “P-BUILD Board” and together with the P-PEXX Board and the P-SECC Board, as well as the Board of any Future Regulated Fund, the “Board”), of which five members are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

Each Existing Wholly-Owned Subsidiaries is a separate and distinct legal entity and each of which is a Wholly-Owned Investment Sub of an Existing Regulated Fund.

Pantheon Ventures US. Pantheon Ventures US is a Delaware limited partnership that is registered as an investment adviser under the Advisers Act with the Commission and serves as investment adviser to P-PEXX and P-SECC and subadviser to P-BUILD. Affiliated Managers Group, Inc. (“AMG”), a publicly-traded company, indirectly owns a majority of the interests of Pantheon Ventures US through AMG New York Holdings Corp.

Pantheon Infra Advisors. Pantheon Infra Advisors is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act with the Commission and serves as investment adviser to P-BUILD. AMG indirectly owns a majority of the interests of Pantheon Infra Advisors through AMG New York Holdings Corp.

Pantheon Ventures Ireland. Pantheon Ventures Ireland is a limited liability designated activity company, incorporated in Ireland and is an exempt reporting adviser under the Advisers Act. Pantheon Ventures Ireland serves as investment adviser to certain Existing Affiliated Funds. AMG indirectly owns a majority of the interests of Pantheon Ventures Ireland through AMG New York Holdings Corp.

Pantheon Ventures UK. Pantheon Ventures UK is a limited liability partnership organized under the laws of England and Wales and is an exempt reporting adviser under the Advisers Act. Pantheon Ventures UK has been appointed by Pantheon Ventures Ireland to serve as portfolio manager for certain of the Existing Affiliated Funds AMG indirectly owns a majority of the interests of Pantheon Ventures UK through AMG New York Holdings Corp.

Pantheon Ventures US or Pantheon Ventures Ireland serves as investment adviser to each of the Existing Affiliated Funds. Pantheon Ventures UK serves as portfolio manager to certain Existing Affiliated Funds pursuant to a delegation agreement between Pantheon Ventures UK and Pantheon Ventures Ireland. Each Existing Affiliated Fund is a separate and distinct legal entity that, when and if offering its interests to U.S. persons, would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act. ¹¹ A complete list of the Existing Affiliated Funds is included in Appendix A.

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe “for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”¹² in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). Pantheon Ventures US, Pantheon Infra Advisors, Pantheon Ventures UK and Pantheon Ventures Ireland are each under common control through AMG indirectly owning a majority of the interests of each such entity, and are thus affiliated persons of each other.

Accordingly, with respect to Pantheon Ventures US, Pantheon Infra Advisors, Pantheon Ventures UK and Pantheon Ventures Ireland, and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with Pantheon Ventures US, Pantheon Infra Advisors, Pantheon Ventures UK and Pantheon Ventures Ireland and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹³

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the “required majority,” as defined in Section 57(o) of the 1940 Act,¹⁴ of the Regulated Fund (“Required Majority”) will take the steps set forth in Section 57(f) of the 1940 Act,¹⁵ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁶

4. No Remuneration. Any transaction fee¹⁷ (including break-up, structuring, monitoring or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund’s participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁸

6. Dispositions:

(a) Prior to any Disposition¹⁹ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.²⁰

7. Board Oversight

(a) Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable business judgment.

(b) Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i) review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated Fund that are reasonably designed to ensure compliance with the terms of the Order.

(c) At least quarterly, each Regulated Fund’s Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund’s participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund’s policies and procedures approved pursuant to (b) above.

(d) Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’ Co-Investment Policies.

(e) The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.

8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²¹

9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the “Existing Orders”).²² Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

Please address all communications concerning this Application, the Notice and the Order to:

Mark Duggan

AMG Funds LLC

680 Washington Blvd., Suite 500

Stamford, CT 06901

Telephone: (203) 299-3544

Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

Gregory C. Davis

Lisa M. Henry

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111-4006

Telephone: (415) 315-6327

B. Authorizations

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he or she has duly executed the Application for and on behalf of the applicable entity listed; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

In accordance with Rule 0-5(d) under the 1940 Act, Applicants request expedited review of the Application by the Commission. In accordance with Rule 0-5(e)(2) under the 1940 Act, included as Exhibit B to this Application are two marked copies of the Application showing changes from the final versions of two recent applications identified by Applicants as substantially identical to the Application under Rule 0-5(e)(3) under the 1940 Act and a marked copy of the amended Application showing changes from the initial Application.

The Applicants have caused this Application to be duly signed on their behalf on the 8^th day of January, 2026.

VERIFICATION

Each of the undersigned states that he or she has duly executed the attached Application for an Order under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended, and Rule 17d-1 thereunder, dated January 8, 2026 for and on behalf of the entities listed below; that he or she holds office with such entity as indicated below and that all action by directors, officers, stockholders, general partners, trustees or members of each entity and any other body necessary to authorize the undersigned to execute and file such Application has been taken. Each of the undersigned further states that he or she is familiar with such instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information and belief.