SecProbe.io

November 1, 2023
VIA E-MAIL
Ms. Kellilyn Greco, Esq.
Faegre Drinker Biddle & Reath LLP
320 South Canal St., Suite 3300   Chicago, IL 60606
  Re: AMG Pantheon Credit Solutions Fund
   File Nos. 333-274875 and 811-23905
Dear Ms. Greco:
On October 5, 2023, you filed a registration statement on Form N-2 on behalf of
AMG Pantheon Credit Solutions Fund (the “Fund ”) to register shares of the Fund.  Our
comments are set forth below.  For conveni ence, we generally organized our comments
using the headings, defined terms and page numbers from the registration statement.
Where a comment is made with respect to th e disclosure in one location of the filing, it
applies to all similar disclosure found elsewhere.  Pl ease note that we may have more
comments after reviewing your responses.
PROSPECTUS
Cover Page, pages 1 & 2
1. You list three shares of cl asses and on Page 2 of the pr ospectus, you state that you will
apply for exemptive relief for a multi-class Fund.  Explain supplementally to the staff
whether the Fund has applied for exemptive re lief for the multiple class structure, and
if the Fund has applied, please explain the status of the exemptive application.
2. The ticker symbols are not complete.  Please complete all blank or tentative fields in
the entire registration statement.
3. On the Cover Page, you list the sales price of the Fund shares to be Current Net Asset
Value and the Proceeds to the Fund to be Current Net Asset Value. You have a line
item for the sales charge that is not listed at  zero.  Please supplementally explain to the
staff whether you intend to charge a sales ch arge or not.  Please amend the table to
either reflect a zero sales charge or, if a sales charge is contemplated, amend the description of the proceeds to the Fund.

Ms. Kellilyn Greco, Esq.
Page 2
November 1, 2023

   4. Item 1.g of Form N-2 requires a table lis ting certain information.  Please explain
supplementally to the staff why footnote 3 is relevant to this table.  Unless it will
impact the proceeds to the Fund, please delete  and address this in the fee table required
later in the prospectus to show how the information in footnote 3 will impact the fees that the Fund will pay once the Fund is operational.
5. Item 1.b requires identification of the type of  fund and a brief statement of the Fund’s
investment objectives, not inve stment policies.  If you keep a brief statement of the
principal investment polic ies of the Fund, please:
a) rephrase the 80% policy to refer to debt securities, not credit securities, and then
briefly define how the Fund interprets debt securities ( i.e., public or private credit
investments).
b) The prospectus later states that the F und can invest in preferred securities.  If
preferred securities are to be part of the 80% policy, please include those in the definition.
c)  See Comments 9-10 later and make conformi ng changes. The disclosure of the
Fund's investment policies s hould be shorter in the cove r page and synopsis with
cross references to the section of the pr ospectus detailing the disclosure required by
Item 8.2.
6. The second paragraph on Page 2 of th e Prospectus in the section entitled Offering of
Shares, states the minimum purchase requirements for the three classes of shares, and
further states that the Fund, “in its sole discretion” may accept investments below the
stated minimums.  Given that the Fund will inve st more than 15% of its net assets in
private funds excluded from the investment  company definition pursuant to sections
3(c)(1) and 3(c)(7), please supplementally c onfirm to the staff that the Fund will not
accept minimum initial investments be low $25,000 for any class of shares.
7. Please supplementally explain the percentage of assets which the Fund anticipates
investing in private funds excluded from the investment company definition pursuant
to sections 3(c)(1) and 3(c)(7).
8. On Page 3 of the prospectus, you state that  the shares will not be publicly traded.
Please disclose the special risks associated with non-traded closed end funds relevant to the Fund on the cover page.  Examples of such disclosure, include:
x The amount of distributions that th e Fund may pay, if any, is uncertain.
x The Fund may pay distributions in signifi cant part from sources that may not be
available in the future and that are unrel ated to the Fund’s performance, such as
from offering proceeds, borrowings, and amount s from the Fund’s affiliates that are
subject to repayment by investors.

Ms. Kellilyn Greco, Esq.
Page 3
November 1, 2023

   x An investor will pay a sales load of up to [_]% and offering expenses of up to [_]%
on the amounts it invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of
[__]% in order to recover these expenses.

PROSPECTUS
SUMMARY OF TERMS, pages 6-13
9. Beginning on page 6, the prospectus contains a “ Summary of the Terms"  of the
offering, or a synopsis.  The synopsis should contain a brief description of the key
features and principal strategies of the Fund with cross references to the more detailed
disclosure in Item 8 and elsewhere in the pr ospectus. Please revise to disclose the key
features of the Fund.  See Instruction to Item 3.2. of Form N-2 (stating that the synopsis
should provide a “clear and concise  [emphasis added]” description of the key features
of the offering and the Fund, with cross-refere nces to relevant disclosure elsewhere in
the Prospectus or Statement of Additional Information).  See also  Item 8.2.b.(1) of
Form N-2; Item 8.4. of Form N- 2 and Instruction a. thereto.
10. See comment 9 above.  There are discrepancie s between disclosure in the synopsis and
in the more detailed disclosure later in the prospectus that makes identifying the
principal strategies hard to understand.  For example:
(a)   You immediately disclose what the Fund's private credit investments will be
right after the description of the Fund’s 80% policy.  In the last full paragraph on
page 7 you state that the Fund also invest s in private credit investments and to a
lesser extent public credit instruments.   If you intend private and public credit
securities to be part of the 80% policy, consider adding a sentence that the Fund
will invest in both private and public credit securities to make this clear.  Clearly
define what will be in the 80% policy generally before disclosing additional
policies.
(b) On page 20 of the prospectus, you state that the Fund will primarily invest in
North America-domiciled investments a nd may also make European-domiciled
investments.  On Page 9, you state that the Fund could invest in foreign-domiciled
debt and equity securities, including emerging markets.  If investments in North America-domiciled investments and European-domiciled investments are the primary investments, consider adding th is in the synopsis and Item 1 with
additional, non-primary inves tments described clearly in subsequent disclosure.
(c) Cross reference to other sections of the prospectus that discuss investment
policies in more detail.

Ms. Kellilyn Greco, Esq.
Page 4
November 1, 2023

   11. On Page 7 you state that a portion of the F und's assets will be invested in cash in
certain circumstances or market environments .  Please add disclosure briefly discussing
these "certain circumstances or market environments."
12. On page 8 of the prospectus, you state that th e Fund may invest in preferred securities.
Please clarify if preferred securities are part of the 80% policy or not.  If the former, please define debt securities in the prospectus to include preferred securities.
13. In the first full paragraph on Page 8 of th e prospectus, you disclose that the Fund may
invest through wholly-owned subsidiaries.  Please disclose that the Fund does not or
does not currently intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than
entities wholly-owned by the Fund.
14. Please confirm whether the financial statem ents of the wholly-owned subsidiaries
discussed on Page 8 and elsewh ere will be consolidated w ith those of the Fund. If not,
please explain why not.
15. In the first full paragraph on Page 8 of th e prospectus, you state that any Subsidiary
will follow the same complian ce policies and procedures as the Fund and that the Fund
will look through any such subsidiary to de termine compliance with its investment
policies.   Please disclose here, or in res ponse to Item 8 disclosure that covers these
points as relevant to the Fund:
x Disclose that the Fund complies with th e provisions of the Investment Company
Act governing capital structure and levera ge (Section 18) on an aggregate basis
with the Subsidiary so that the fund trea ts the Subsidiary’s debt as its own for
purposes of Section 18.
x Disclose that any investment  adviser to the Subsidiary complies with provisions of
the Investment Company Act relating to i nvestment advisory contracts (Section 15)
as if it were an investme nt adviser to the Fund under Section 2(a)(20) of the
Investment Company Act. Any investment  advisory agreement statement. If the
same person is the adviser to both the F und and the Subsidiary, then, for purposes
of complying with Section 15(c), the revi ews of the Fund’s and the Subsidiary’s
investment advisory agreements may be combined.
x Disclose that each Subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17). Identif y the custodian of the Subsidiary, if
any.
x Disclose any of the Subsidia ry’s principal investment st rategies or principal risks
that constitute principal inve stment strategies or risks of the Fund. The principal

Ms. Kellilyn Greco, Esq.
Page 5
November 1, 2023

   investment strategies and pr incipal risk disclosures of a fund that invests in a
Subsidiary should reflect aggregate opera tions of the fund and the Subsidiary.
x Confirm in correspondence that the Subsidia ry and its board of directors will agree
to inspection by the staff of the Subsid iary’s books and records, which will be
maintained in accordance with Section 31 of the Investment Company Act and the
rules thereunder.
x Confirm in correspondence that the wholly -owned subsidiary’s management fee
(including any performance fee), if any, w ill be included in “Management Fees,”
and the wholly-owned subsidiary’s expenses will be included in “Other Expenses”
in the Fund’s fee table.
16. Please disclose supplementally to the sta ff whether the Fund intends or will make
investments through a foreign controlled comp any and, if so, whether the Subsidiary
and its board of directors will agree to designate an agent for service of process in the
United States.
17. On Page 8 of the prospectus, you state that the Fund could receive equity securities as
part of debt offerings and later in the pa ragraph state that the Fund may invest in
foreign debt and equity securities, including in emerging markets.  Please confirm
supplementally to the staff whether these e quity securities are part of the Fund’s 80%
policy or not.  If such investments will not be  a principal strategy, consider moving this
disclosure to Item 8.
18. On Page 9 of the prospectus, you include a description of the different fees, including
the Incentive Fee.  Consider adding a gra phical representation of the income-related
portion of the incentive fee, and examples demonstrating the operation of the incentive
fee in the prospectus.  In Comment 23 to the Summary of Fund Expenses, a similar comment is included.  You also could include  disclosure that graphical examples are
included with the fee table and cross refere nce to that section of the prospectus.
19. The last sentence on Page 10 of the prospectus states that the expense limitation
agreement shall continue until the Adviser ceases to be the manager of the Fund or
upon mutual agreement between the Adviser a nd the Fund's Board.  Please modify the
Expense Limitation and Reimbursement Agreement disclosure on Page 10 and
elsewhere to clarify the period for which the expense reimbursement or fee waiver
arrangement is expected to continue, in cluding the expected termination date ( i.e.,
disclose that that the fee waiver will be in effect for one year after the effectiveness of the registration statement). Please also confirm and disclose that only the Board of
Trustees can terminate the waiver before its  expiration.  Please also  remove or modify
the reference to extraordinary expenses bei ng determined in the sole discretion of the
Adviser as identifying extraordinary expenses  is governed by other factors, including

Ms. Kellilyn Greco, Esq.
Page 6
November 1, 2023

   in Instruction 2. ii. of Item 27(d) of Fo rm N-1A.  For example, on Page 14 of the
prospectus in footnote 3 to the fee table, you state that the waiv er and reimbursement
agreement will be in place for one year from the date of commencement of the Fund’s
operations.
20. On Page 11 of the prospectus, you define th e term Eligible Investor to mean an
accredited investor.  In the next paragr aph entitled "The Offering", you refer to
investors.  Because you define Eligible Invest or in the preceding section, please use the
terminology in the following section on The Of fering.  For example, replace "investor"
in first sentence with the define d term “Eligible Investor.”

PROSPECTUS
SUMMARY OF FUND EXPENSES, pages 14-16
21. On Page 14 of the prospectus, please sequ ence the presentation of the Investment
Management Fees, which should be expressed as a percentage of average net assets
before Distribution and/or Serv ice Fees to conform with Form N-2 fee table formatting.
22. On Pages 14-15 of the prospectus, explain supplementally to the staff whether Other
Expenses in the fee table include offering expenses.
23. On Page 16 of the prospectus in the Fee Examples, please provide a graphical
representation and examples of the operation of the Incentive Fee.
24. Please confirm that the expense table will only include the waiver for the period of
time the waiver agreement is in effect. Explain any other assumptions in preamble of example.
PROSPECTUS
INVESTMENT OBJECTIVE AND STRATEGIES, pages 17-21
25. Beginning on Page 17 of the prospectus, please review all Item 8 disclosure to ensure
all required elements are included.  For example, we noticed that the Item 8 disclosure does not contain disclosure that:
a. the shares will not trade on an exchange; and
b. does not discuss the fundamental repurcha se policy in Item 8.  Although detailed
discussion of the Fund’s fundamental repur chase policy begins on Page 59, it is not
discussed prior to the discussion of the risk  factors that includes the risks associated
with the repurchase policy.
26. Beginning on Page 18 of the prospectus, pl ease conform changes to the investment
strategies and processe s made in response to previous comments.  Conform description

Ms. Kellilyn Greco, Esq.
Page 7
November 1, 2023

   of the investment policies to changes made in respons e to earlier comments.  For
example, the Rule 35d-1 requires the Fund to adopt a policy to  invest, under normal
circumstances, at least 80% of its net as sets (plus any borrowings for investment
purposes) in debt securities, not credit securities. Please then clearly describe how the Fund interprets “debt securities” for purpos es of the 80% policy and then clearly
delineate the principal strategies of the Fund.
27. In the fourth full paragraph on Page 18, you st ate that the Fund also invests in private
credit investments (and to a lesser extent, othe r public credit instruments . . . .)"  The
previous paragraphs describe the Fund’s pr ivate credit investments and this paragraph
creates ambiguity as to whether private credit investments are a principal investment
strategy or an additional stra tegy.  For greater clarity, cons ider defining more generally
first what is in