Nearly all of the capital raised so far has come through the class carrying a $10 million minimum, leaving the two classes built for smaller accounts holding barely more than their seed money.

August 3, 2026

AMG Pantheon Infrastructure Fund finished its first fiscal period with $404.9 million of net assets in its Class S units and a total return of 11.07% — and the prospectus update published July 31 puts a date on when the cost of owning the fund is scheduled to rise.

Net asset value per unit closed the period ended March 31, 2026 at $11.03, up from the $10.00 opening price, on per-unit net investment income of $0.09 in Class S and $0.07 in Class I and Class M. The annualized net investment income ratio was 1.22%, and portfolio turnover ran 35%. All three classes commenced investment operations on September 11, 2025, so the return covers just under seven months and is not annualized.

A fee break with an expiration date

Pantheon Infra Advisors, the adviser, charges an investment management fee of 1.30% a year on average daily managed assets. It contractually agreed to waive 0.50% of that fee for one year following the September 2025 start of investment operations, and the waiver terminates September 10, 2026. The sections reviewed describe no successor arrangement.

A separate expense limitation and reimbursement agreement remains in force, capping total annual operating expenses at 0.75% of average daily net assets — but the carve-outs are broad. Sitting outside the cap are:

• management fees paid by the fund and its subsidiaries;
• acquired fund fees and expenses, and the fees and carried interest of underlying investment funds and co-investment vehicles;
• transaction costs, interest, and credit facility fees;
• distribution, service and shareholder servicing fees;
• taxes and extraordinary items.

The adviser may recoup waived or reimbursed amounts for up to 36 months, subject to whichever cap applies. As of the prospectus date the fund reported no remaining amounts subject to recoupment, leaving no overhang from the launch period, and the estimated Other Expenses line excludes 0.06% of expenses the fund had already repaid the adviser during the current fiscal year.

Class M gets cheaper as the fund gets more expensive

Running the other direction, the Class M distribution and service fee has been trimmed to 0.75% of average daily net assets attributable to that class, from the 0.85% the fund was permitted to charge before April 1, 2026. Class S and Class I bear no distribution or service fee. Estimated total annual expenses for the current fiscal year:

• Class S — 2.28%, with ten-year costs of $262 on the standard $1,000, 5%-return illustration;
• Class I — 2.53%, ten-year cost $287;
• Class M — 3.10%, ten-year cost $341.

Each figure carries the 1.30% management fee and 0.38% of acquired fund fees and expenses, a number that would reach 0.42% with the underlying funds’ financing costs included. Those underlying managers generally charge 1.00% to 2.00% plus incentive fees of up to 20%.

Where the money actually is

Almost all of the fund’s capital sits in the class with the highest bar to entry. Class S, which carries a $10 million minimum initial investment, had 43,172,316 units outstanding as of May 29, 2026. Class I and Class M, each with a $2,500 minimum, had 10,070 units apiece on that date and $111,000 of net assets each at the fiscal period end.

Minimums are not hard walls: the adviser, subadviser and AMG Funds may waive them, and may aggregate the accounts of clients of registered investment advisers and other intermediaries in testing whether a minimum has been met. No upfront sales load goes to the fund or its distributor on any class, though intermediaries selling Class M units may add their own transaction or placement charges, which selling agents must cap at 3.50% of the net offering price per unit. Class I and Class S units carry no such intermediary charges.

A secondaries-led portfolio, and a deployment queue

The strategy leans on secondaries rather than primary commitments. Fully deployed, the fund targets 60% to 100% of its infrastructure exposure through secondary investments — both traditional LP-led purchases and GP-led continuation vehicles — with up to 40% through co-investments, primary fund commitments and direct holdings, and up to 20% in cash, cash equivalents and exchange-traded funds. Geographically it targets 30% to 60% each in North America and in the UK and Europe, with up to 15% in Asia-Pacific and the rest of the world. It does not intend to invest in governmental entities.

Deployment is the constraint the fund flags most plainly. The subadviser anticipates it may take up to six months to put new subscription proceeds to work, given the limited supply of private infrastructure opportunities, and the fund may hold a substantial share of assets in cash and short-term securities against unfunded commitments — cash that counts toward the 80% infrastructure policy.

Two wholly owned Delaware subsidiaries sit beneath the fund: a corporate subsidiary that will elect corporate tax treatment and is limited to 25% of total assets at any quarter end, and a lead fund treated as a disregarded entity. Both are consolidated, and both pay the adviser the same 1.30% rate on their own managed assets, offset by an equivalent waiver at the fund level. The fund holds an SEC exemptive order permitting investment alongside affiliated Pantheon-managed funds, plus relief supporting its multi-class structure, and intends to enter a credit facility to bridge capital calls and repurchase requests.

Liquidity terms and management

Liquidity follows standard interval-fund form: quarterly repurchase offers of no less than 5% and no more than 25% of outstanding units, with the fund anticipating it will repurchase no more than 5% of net assets in any quarter and cautioning that oversubscribed offers will be filled pro rata. Notices go out 21 to 42 days before the repurchase request deadline, pricing follows within 14 days, and payment is expected one to three business days after that. There is no early repurchase fee, and the units are not listed.

Andrea Echberg, a partner and head of Pantheon’s global infrastructure and real assets team, and Paul Barr, a partner on the same team who joined from GIC in 2021, manage the portfolio, with final decisions resting with the subadviser’s US investment management committee. The adviser paid the subadviser $820,035 for the period from September 11, 2025 through March 31, 2026. KPMG audited the first financial statements; AMG Distributors is distributor, Pantheon Securities sub-distributor, and Bank of New York Mellon custodian.

The number worth watching from here is the expense ratio. The first period’s net ratio of 1.62% annualized sits against gross ratios of 2.78% for Class S and Class I and 3.63% for Class M — a gap that measures how much launch-period cost the adviser absorbed. With the management fee waiver lapsing in September, the next full year of reported expenses will show how much of that support was temporary.