Macquarie Infrastructure Fund, L.P.

Macquarie Infrastructure Fund, L.P.

Overview and purpose

• Macquarie Infrastructure Fund, L.P. (the Fund) is a private Delaware limited partnership formed on June 20, 2025 and structured as a perpetual (evergreen) vehicle to generate capital appreciation and yield over the medium-to-long term.
• The Fund operates a continuous private offering (the Private Offering) of Units under exemptions from registration under the Securities Act. The initial closing occurred on October 31, 2025, with additional closings anticipated.
• The Fund targets global diversification across Equity, Equity-like, and Hybrid investments in Eligible Real Assets (infrastructure and infrastructure-like assets), with a focus on OECD member countries. Eligible Real Assets include:
  • Digital infrastructure (towers, fiber, data centers)
  • Renewable energy and energy transition assets
  • Utilities and energy infrastructure
  • Transportation infrastructure (airports, roads, ports, rail)
  • Waste and water infrastructure
  • Social infrastructure (hospitals, education, public safety)
  • Logistics and storage
  • Carbon removal/avoided emissions strategies and carbon credits
• The Fund may invest directly or indirectly through Portfolio Entities, MAM-Managed Entities, and Third-Party Funds. It may also allocate assets to Infrastructure Debt and Liquid Investments (cash, cash equivalents, bonds, money market instruments, and opportunistic listed equities) to provide liquidity and yield.

Fund structure and affiliated entities

• The Fund, its general partner, and its investment adviser form the private equity investment program “MIF US,” which comprises:
  • MIF US The Fund (the Fund)
  • MIF TE Feeder, L.P. (the Feeder)
  • MIF Cayman, L.P. (the Aggregator)
  • Any Intermediate Entities
  • Any Parallel Funds
• The Aggregator is an intermediate vehicle used to invest alongside MIF International (a Luxembourg fund). MIF International is not considered a Parallel Fund.
• The Fund may invest with Macquarie Private Markets SICAV’s sub-fund and with MAM-Managed Entities.
• The Adviser and the General Partner are Affiliates of Macquarie. “Affiliate” means entities under common control or otherwise related.

Key personnel and assets under management context

• Adviser: Macquarie Wealth Advisers, LLC. The Adviser sources, evaluates, structures, and negotiates investments, manages ongoing investment oversight and exit strategies, and handles day-to-day portfolio management under the Advisory Agreement.
• General Partner: MIF GP, LLC. The General Partner manages the Fund and delegates portfolio management to the Adviser; oversight is provided by a five-member Board of Directors (including two Independent Directors).
• Macquarie Group and Macquarie Asset Management (MAM) context:
  • Macquarie Group operates in 30 markets and had over 19,100 employees as of March 31, 2026.
  • MAM provides asset management across fixed income, equities, multi-asset, private credit, infrastructure, real assets, real estate, and transportation finance, with approximately $498 billion in assets under management (AUM) as of March 31, 2026.
  • MAM employs more than 1,650 permanent staff across 20 countries.

Governance and board

• The Fund’s Board of Directors has five members, including two Independent Directors unaffiliated with the General Partner or the Adviser.
• The General Partner may appoint directors, including Independent Directors; appointment of Independent Directors requires Board approval, including a majority of Independent Directors in the event of vacancies.
• The Board’s Audit Committee is composed solely of Independent Directors and approves or ratifies the Fund’s auditor and financial statements.
• Unitholders do not have rights to nominate or vote for directors or to submit proposals under Rule 14a-8.

Advisory and management framework

• Advisory Agreement: The Adviser provides investment advisory services including sourcing, due diligence, structuring investments, advising on management of Eligible Real Asset Investments, liquidity strategy, and reporting.
• The Adviser’s compensation includes a Management Fee and a potential Management Allocation (a tax-related alternative). The Adviser may receive the Management Fee in cash or Units.
• The General Partner’s interests and potential conflicts are recognized. The Adviser and General Partner may receive compensation in Units, cash, or through allocations from the Fund or related entities.

Fees, allocations, and expenses

• Management Fee (Advisory Fees):
  • Class S, D, and I Units: 1.25% per year of month-end NAV, payable monthly in arrears.
  • Fee schedule around Initial Closing: first 12 months after Initial Closing there is no Management Fee for non-affiliates; the next 12 months the fee is reduced to 1.00% per year; thereafter 1.25% per year applies.
  • Class E Units: 0% Management Fee; the Adviser may elect to receive the Management Fee in cash or Units and may implement class-specific reductions for certain investors.
• Reduction Amount (offsets):
  • The Management Fee may be reduced by the Fund’s share of Other Fees received by the Adviser (and related Directors’ Fees), the Fund’s share of Director Fees, the Fund’s share of fees paid to MAM-Managed Entities (after rebates), and certain other fee rebates. The Reduction Amount is net of Fund expenses and any amortization of Broken Deal Expenses borne by the General Partner or its affiliates.
  • The Reduction Amount does not apply to Other Fees or Director Fees paid to certain external Macquarie broker-dealers in specific cases; those fees are retained by the Macquarie Broker Dealers and do not reduce the Management Fee.
• Management Allocation (tax-based alternative):
  • The Adviser may elect to receive, instead of the cash Management Fee, an allocation of the Fund’s income and gain for U.S. federal income tax purposes equal to the Management Fee amount. Distributions related to the Management Allocation are limited to Net Profits (as determined under the Code). Excess allocations must be returned to the Fund and are reallocated to investors through future distributions.
• Performance Allocation:
  • Applies to Class S, D, and I Units (excludes Class E). A 12.5% Performance Allocation on Total Return is payable to the General Partner for each Reference Period (12-month period ended at the Fund’s fiscal year-end), subject to a 5% annual hurdle and a High-Water Mark with 100% catch-up.
  • Total Return equals distributions (accrued/paid) and NAV changes, adjusted to exclude certain items (proceeds from issuances, the Performance Allocation itself, Distributor/Servicing Fees attributable to the class, and certain taxes/expenses).
  • Loss Carryforward and High-Water Mark provisions can offset future positive returns.
  • The Performance Allocation is calculated and accrued at each NAV calculation date and paid after each Reference Period and on specified redemption or distribution events.
  • The General Partner may receive a cash advance against future allocations to cover income taxes; such advances are recoverable by the Fund from future Net Profits.
• Other fees:
  • The Fund may incur Other Fees and Director Fees paid to Macquarie-affiliated entities. Certain external fees (e.g., investment banking) may be paid to a Macquarie Broker Dealer and are not classified as Other Fees for offset purposes.
• Broken Deal Expenses:
  • Defined as out-of-pocket costs for potential investments that do not close (travel, legal, accounting, financing, etc.) and are borne by the Fund.

Liquidity, redemptions, and liquidity management

• Redemption Program: The Fund expects to redeem up to 5% of Units outstanding per quarter.
• Early Redemption Deduction: 5% deduction for redemptions within one year of a purchaser’s subscription.
• Redemption opportunities may be suspended or amended at the General Partner’s discretion to protect the Fund’s liquidity or tax status.
• The Fund may redeem fewer Units than requested; unsatisfied redemption requests may be resubmitted in the next quarter.
• Compulsory Redemptions: The General Partner may require a Unitholder to redeem all or part of its Units on 10 days’ notice if in the Fund’s best interest; such redemptions may occur outside the Redemption Program.
• Distribution Reinvestment Plan (DRIP): Distributions are automatically reinvested into additional Units unless a Unitholder opts out.
• There is no public market for the Units; redemptions are the primary exit mechanism.

Tax and regulatory status

• The Fund is/was an Emerging Growth Company under the JOBS Act and may avail certain exemptions from reporting and compliance requirements and may delay certain accounting standard transitions.
• The Fund relies on Section 3(c)(7) of the Investment Company Act of 1940, requiring investments from qualified purchasers and accredited investors, and imposing transferability and due diligence restrictions.
• The Fund is not registered as an investment company under the 1940 Act. The Adviser is registered under the Advisers Act. Other Macquarie affiliates may be subject to SEC, FINRA, and other regulatory requirements. The document discusses potential impacts of regulatory changes on operations and costs.

Valuation, risk, and governance disclosures

• Valuation: The Adviser determines the value of investments using the Fund’s Valuation Procedures. Valuations involve judgment and may differ from realizable value; periodic adjustments can affect NAV and distributions.
• Risk categories disclosed include market risk, liquidity risk, leverage risk, fees and complexity, conflicts of interest, valuation risk, currency risk, project-finance risk, joint-venture governance risk, counterparty risk, regulatory risk, ESG/sustainability risk, and others.
• Conflicts of interest: The Fund’s structure and fee arrangements create potential conflicts among the Adviser, General Partner, MAM-Managed Entities, and Parallel Funds. Procedures to mitigate conflicts include information barriers and governance controls.

Sustainability and ESG

• The Adviser integrates sustainability risk and ESG considerations through Sustainability Professionals and risk teams.
• The Fund may implement ESG-related policies, reporting, and governance practices. Sustainability data collection from Portfolio Entities may vary in deliverability and quality.

Selected facts and dates

• Initial Closing: October 31, 2025
• Fund term: Perpetual / evergreen
• Board of Directors: 5 members; Independent Directors: 2
• Redemption: up to 5% of Units outstanding per quarter
• Early Redemption Deduction: 5% for redemptions within 1 year
• Management Fee (Class S, D, I): 1.25% per year (first 12 months waived for certain subscribers; next 12 months at 1.00%; thereafter 1.25%)
• Management Fee (Class E): 0%
• Performance Allocation: 12.5% of Total Return (for Class S, D, I; not for Class E), with a 5% annual hurdle and High-Water Mark
• Reference Period: 12-month periods (fiscal year-end)
• Macquarie Group employees: > 19,100 (as of 3/31/2026)
• MAM staff: > 1,650 permanent staff (across 20 countries)
• MAM AUM: ~$498 billion (as of 3/31/2026)

Concise description of activities

• The Fund manages a private, evergreen infrastructure-focused investment program (MIF US) that pools capital through the Fund, a Feeder, and an Aggregator to invest in a globally diversified portfolio of Eligible Real Assets, primarily in OECD jurisdictions.
• The Fund uses a multi-layer governance and advisory structure (General Partner, Adviser, Investment Committee, and Sub-Advisers) to source, diligence, structure, manage, and exit investments. It can invest directly or via MAM-Managed Entities and Third-Party Funds and may utilize warehoused assets and the Macquarie balance sheet for acquisitions.
• The Fund operates a fee-and-performance compensation model with NAV-based Management Fees, an optional Management Allocation, and a 12.5% performance allocation to the General Partner subject to hurdles and high-water marks, along with a fee-offset regime. It maintains a quarterly Redemption Program and a DRIP for liquidity management.