AMG PANTHEON FUND, LLC
600 Steamboat Road, Suite 300
Greenwich, Connecticut 06830
July 26, 2019
United States Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Attention: Ms. Ashley Vroman-Lee
| Re: | AMG Pantheon Fund, LLC (the “Fund”) |
(File Nos.333-224873 and811-22973)
Dear Ms. Vroman-Lee:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Fund respectfully requests that the effective date of Post-Effective Amendment No. 2 to the Fund’s registration statement on FormN-2 (the “Registration Statement”) be accelerated to a date no later than Wednesday, July 31, 2019.
The Fund acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actions with respect to the filing, (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii) the Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call Nathan Somogie of Ropes & Gray LLP at (617)951-7326 as soon as the Registration Statement has been declared effective.
| Very truly yours, | ||
| AMG PANTHEON FUND, LLC | ||
| By: | /s/ Keitha L. Kinne | |
| Name: | Keitha L. Kinne | |
| Title: | Principal Executive Officer | |
| AMG FUNDS LLC | ||
| By: | /s/ Mark J. Duggan | |
| Name: | Mark J. Duggan | |
| Title: | Senior Vice President and Senior Counsel | |
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July 26, 2019
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. AshleyVroman-Lee
| Re: | AMG Pantheon Fund, LLC (the “Fund”) |
(File Nos.333-224873 and811-22973)
DearMs. Vroman-Lee:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby joins the request of the Fund that the effective date of Post-Effective Amendment No. 2 to the Fund’s registration statement on FormN-2 be accelerated to a date no later than Wednesday, July 31, 2019.
| Very truly yours, | ||
| AMG DISTRIBUTORS, INC. | ||
| By: | /s/ Keitha L. Kinne | |
| Name: | Keitha L. Kinne | |
| Title: | President | |
AMG Distributors Inc. 600 Steamboat Road Suite 300 Greenwich, CT 06830
A123-4567