{"url_path":"/sec/cik-0002079966/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2079966/0001193125-26-283312-index.html","accession_number":"0001193125-26-283312","cik":"0002079966","ticker":null,"issuer_name":"Macquarie Infrastructure Fund, L.P.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2079966/0001193125-26-283312-index.html","primary_entity_key":"0002079966","primary_entity_name":"Macquarie Infrastructure Fund, L.P."},"word_count":10630,"has_tables":true,"body_markdown":"Item 1. Business\n\nThe Fund—Macquarie Infrastructure Fund, L.P.\n\nMacquarie Infrastructure Fund, L.P., a Delaware limited partnership, was formed on June 20, 2025 and is a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is structured as a perpetual vehicle, with monthly, fully funded subscriptions and is expected to make periodic redemptions. Our general partner, MIF GP, LLC and our investment adviser, Macquarie Wealth Advisers, LLC, are Affiliates of Macquarie. As used herein, “Affiliate” means, with respect to a person, any other person that either directly or indirectly controls, is controlled by or is under common control with the first person.\n\nWe are conducting a continuous private offering (the “Private Offering”) of our Units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) to investors that are both (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) qualified purchasers (as defined in the 1940 Act and rules thereunder).\n\nOn October 31, 2025, the Fund held its first closing and sold limited partnership units (the “Units”) of the Fund. The Fund continues to hold closings as part of its continuous Private Offering.\n\nThe Fund’s investment objective is to generate capital appreciation and yield over the medium-to-long term. The Fund will seek to achieve its investment objective by investing in a globally diversified portfolio of equity, equity-like and hybrid investments consisting of infrastructure or having infrastructure-like characteristics (each, an “Eligible Real Asset”), predominantly, but not exclusively, in member countries of the Organisation for Economic Co-operation and Development (“OECD”).\n\nMIF US\n\nThe Fund, MIF TE Feeder, L.P. (the “Feeder”), MIF Cayman, L.P. (the “Aggregator”), any Intermediate Entities and any Parallel Funds (each as defined below) collectively form “MIF US,” a private equity investment program. Although the Fund will generally invest and divest alongside Macquarie Private Markets SICAV’s sub-fund, Macquarie Infrastructure Fund, a Luxembourg alternative investment fund (“MIF International”) through the Aggregator and other Intermediate Entities, MIF International is not considered a Parallel Fund. See “Item 1A. Risk Factors—Potential Conflicts of Interest” below.\n\nOverview of Macquarie Group and Macquarie Asset Management\n\nMacquarie Group is a global financial services group headquartered in Sydney and listed on the Australian Securities Exchange (“ASX”). Macquarie Group’s breadth of expertise covers asset management, retail and business banking, wealth management, leasing and asset financing, market access, commodity trading, renewables development, specialist advice, access to capital, and principal investment.\n\nMacquarie Group works with institutional, corporate, government, and retail clients, as well as counterparties around the world, providing a diversified range of products and services. Macquarie Group has established leading market positions as a global specialist in a wide range of sectors, including infrastructure resources and commodities, financial institutions, and real estate.\n\nAs of March 31, 2026, Macquarie Group had more than 19,100 employees with offices in 30 markets around the world.\n\nMAM provides specialist investment expertise across a range of capabilities including fixed income, equities, multi-asset solutions, private credit, infrastructure, natural assets, real estate, and transportation finance.\n\nTrusted by institutions, pension funds, governments, and individuals to manage approximately $498 billion in assets under management, reported in U.S. dollars (“USD”), as of March 31, 2026. MAM is a global asset manager that aims to deliver positive impact for its stakeholders.\n\n4\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nWith more than 1,650 permanent staff working across 20 countries around the world, MAM seeks to identify opportunities, mitigate risks, and drive value for its clients and stakeholders by leveraging its culture of innovation and the experience and diversity of its people.\n\nInvestment Program\n\nThe Fund’s investment objective is to generate capital appreciation and yield over the medium-to-long term. The Fund seeks to achieve its investment objective by investing, on an individual basis or commingled or aggregated with other parties, in a globally diversified portfolio of equity, equity-like and hybrid investments in Eligible Real Assets, predominantly, but not exclusively, in member countries of the OECD. Investments with “infrastructure-like characteristics” may include those that provide essential services to the community, feature strategic competitive advantage, are linked to inflation or gross domestic product, have sustainable and predictable cash flows over the long term, or possess other characteristics that the Adviser may identify from time to time. Eligible Real Assets may include:\n\n•\ndigital infrastructure (e.g., towers, fiber, data centers, and other mobile and internet infrastructure);\n\n•\nrenewable energy projects and other energy transition investments;\n\n•\nutilities and energy infrastructure (e.g., utilities, distributed infrastructure, chemical and fuel storage, midstream energy, and power generation);\n\n•\ntransportation infrastructure (e.g., airports, rail, roads, marine terminals and ports);\n\n•\nwaste-management infrastructure (e.g., vertically integrated waste management and waste-to-energy);\n\n•\nwater distribution, water and wastewater treatment;\n\n•\nsocial infrastructure (e.g., hospitals and other healthcare assets, education, public safety and community assets);\n\n•\nlogistics infrastructure and supply chain storage; and\n\n•\nother infrastructure Investments (defined below) related or similar to the foregoing or which exhibit infrastructure-like characteristics, including Investments in companies that provide critical services to infrastructure end markets and assets which are adjacent or related to the above.\n\nIn addition, the Fund may directly or indirectly make Investments with a carbon removal or avoided emissions strategy and acquire carbon credits.\n\nIn order to provide for a liquidity reserve as well as help deliver yield, the Fund invests a portion of its assets in debt investments to infrastructure and infrastructure-adjacent borrowers (“Infrastructure Debt”) and liquid fixed income, liquid equity investments, cash and cash-like investments (“Liquid Investments” and, together with Eligible Real Assets investments, Infrastructure Debt investments, and any investments in MAM-Managed Entities and Third-Party Funds (defined below), the “Investments”), and such other appropriate investments, as determined by the Adviser, in consultation with the relevant Sub-Adviser, from time to time.\n\nThe Fund invests in Eligible Real Assets directly through companies or funds in which Investments are made (“Portfolio Entities”), including as a co-investor with any other vehicle that holds capital managed or advised by any MAM-Managed Entities, or indirectly through investments in MAM-Managed Entities. The Fund may invest in unaffiliated third party-sponsored funds that directly or indirectly invest in Eligible Real Assets (the “Third-Party Funds”).\n\nFor the purposes of the foregoing, “equity-like” means shares, equity or related equity investments; bonds, notes or other securities giving access to the share capital of Portfolio Entities (such as convertible debt or bonds, equity warrants or other equity related interests); high-return debt instruments with uncertainty related to the total return or timing of cash flows, which as a result may be structured as pay-in-kind interest, or have equity upside (equity kickers) associated with those or other features which are not commonly seen in fixed income; or shareholders’ loans and shareholders’ debt.\n\nFor temporary defensive and liquidity management purposes (including in connection with implementing changes to MIF US’s asset allocations) or pending the deployment of subscription monies in investments, MIF US may allocate a substantially higher portion of its assets to Liquid Investments. Certain Investments could be characterized by the Adviser, in its discretion, as either Eligible Real Assets or Infrastructure Debt, depending on the terms and characteristics of such Investments.\n\n5\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nThe Adviser and the General Partner\n\nThe Fund has entered into an amended and restated investment advisory agreement (as may be further amended and restated from time to time, the “Advisory Agreement”) with the Adviser, and a limited partnership agreement, as may be amended and restated from time to time (the “Partnership Agreement”), with the General Partner, pursuant to which the General Partner manages the Fund on a day-to-day basis.\n\nOverall responsibility for MIF US’s oversight rests with the General Partner, subject to certain oversight rights held by the Fund’s Board of Directors with respect to our periodic reports under the Securities Exchange Act of 1934 (the “Exchange Act”) and certain conflicts of interest related to Macquarie. See “—The Board of Directors” and “—Partnership Agreement” below for further information.\n\nThe General Partner has delegated the portfolio management function regarding the Fund to the Adviser. The Adviser has discretion to make Investments on behalf of the Fund.\n\nThe Adviser is a Delaware limited liability company with its business address at 660 Fifth Ave, New York, NY 10103, United States of America. The Adviser is registered with the SEC as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the “Advisers Act”). The Adviser is responsible for initiating, structuring, and negotiating the Fund’s Investments. In addition, the Adviser will actively manage each Investment to seek to maximize the value of each Investment.\n\nEach of the Adviser and General Partner is an Affiliate of Macquarie and, as such, the Adviser and General Partner have access to the broader resources of Macquarie, subject to Macquarie’s policies and procedures regarding the management of conflicts of interest.\n\nThe Board of Directors\n\nThe business and affairs of the Fund are managed by the General Partner. The General Partner has delegated the management of the Fund’s day-to-day operations to the Adviser pursuant to the Advisory Agreement, subject to certain oversight rights held by the Fund’s Board of Directors (each, a “Director,” and together, the “Board of Directors” or the “Board”) and the General Partner. The Board is responsible for overseeing the Fund’s periodic reports under the Exchange Act and certain conflicts of interest related to Macquarie in accordance with the provisions of the Partnership Agreement and applicable policies of the General Partner or Adviser. The Board is composed of five members, two of whom are independent of the Fund and Macquarie (each, an “Independent Director”), as determined by the General Partner. The Independent Directors are unaffiliated with the General Partner, the Adviser, or any of their Affiliates. The General Partner may appoint directors to the Board from time to time.\n\nThe General Partner has the authority to appoint directors, including one or more Independent Directors; provided, that the appointment of new Independent Directors as a result of a vacancy (regardless of how the vacancy was created) will require approval by the Board of Directors, including a majority of the remaining Independent Directors. Subject to the foregoing, the General Partner has the right to change or replace any Independent Director for cause (as defined in the Partnership Agreement) and any Director other than an Independent Director with or without cause.\n\nThe Board has established an audit committee (the “Audit Committee”), which is composed solely of the Independent Directors. The Audit Committee, among other matters, approves or ratifies the Fund’s auditor (as selected by the General Partner) and the Fund’s financial statements.\n\nUnitholders are not entitled to nominate or vote in the election of the Fund’s directors. Further, Unitholders are not able to bring matters before meetings of Unitholders or nominate directors at such meeting, nor are they generally able to submit Unitholder proposals under Rule 14a-8 of the Exchange Act. See “Item 10. Directors, Executive Officers and Corporate Governance—Biographical Information” for further information regarding the members of the Board.\n\nAdvisory Agreement\n\nThe description below of the Advisory Agreement is only a summary and is not necessarily complete. The description set forth below is qualified in its entirety by reference to the Advisory Agreement attached as an exhibit to this Annual Report.\n\n6\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nThe Adviser will provide investment advisory services to us pursuant to the Advisory Agreement. Under the terms of the Advisory Agreement, the Adviser is responsible for the following:\n\n•\nsourcing, assessing and negotiating the terms of potential Investments;\n\n•\nadvising the General Partner on the management of the Eligible Real Asset Investments;\n\n•\ndetermining appropriate exit and liquidity strategies for the Fund and its Investments;\n\n•\nproviding Investors with reports and updates on the Fund and its Investments; and\n\n•\nundertaking other matters involved in the management and administration of the Fund.\n\nThe Adviser’s services under the Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities, and it intends to do so, so long as its services to us are not impaired. For the avoidance of doubt, the management, policies and operations of the Fund shall be the ultimate responsibility of the General Partner acting pursuant to and in accordance with the Partnership Agreement. See “—Partnership Agreement” below for further information.\n\nCompensation of the Adviser and the General Partner\n\nManagement Fee/Management Allocation\n\nIn consideration of the advisory services provided to the Fund, the Adviser is entitled to receive a fee (the “Management Fee”), computed and payable monthly in arrears, at the annual rate of 1.25% of the Fund’s NAV for Class S Units, Class D Units and Class I Units; provided, that the Management Fee shall be waived for the first twelve (12) months following the date of the initial acceptance by the Fund of a subscription for Units by persons that are not affiliates of the General Partner (the \"Initial Closing\") and, for the twelve (12) months following the first anniversary of the Initial Closing, shall be computed and payable monthly in arrears at the annual rate of 1.00% of the Fund’s NAV for Class S Units, Class D Units and Class I Units (the “Early Investor Discount”). The Fund will not pay the Adviser a Management Fee on Class E Units, and as a result, it is a class-specific expense. For purposes of determining the Management Fee payable to the Adviser for any month, NAV means the total value of all assets of the Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any redemption of Units on such date and before any reduction for any fees (including the monthly fee payable to the Fund’s administrator (the “Administration Fee”), Performance Allocation (defined below) and the Distribution and/or Servicing Fee (defined below)) and without taking into account certain taxes incurred (directly or indirectly) by the Fund or an Intermediate Entity in which the Fund participates. The Management Fee will be prorated for any period of less than a month based on the number of days in such period.\n\nThe Management Fee is paid to the Adviser out of the Fund’s assets and, therefore, decreases the net profits or increases the net losses of the Fund. The Management Fee is in addition to the asset-based fees, incentive fees or allocations and other expenses charged by any MAM-Managed Entities or Third-Party Funds and indirectly borne by Investors.\n\n \n\nClass\n\n \n\nApplicable Management Fee\n\nClass I\n\n \n\n1.25% per annum of month-end NAV ; waived for the first twelve (12) months following the Initial Closing; 1.00% per annum of month-end NAV for twelve (12) months thereafter; 1.25% per annum of month-end NAV thereafter.\n\nClass D\n\n \n\n1.25% per annum of month-end NAV ; waived for the first twelve (12) months following the Initial Closing; 1.00% per annum of month-end NAV for twelve (12) months thereafter; 1.25% per annum of month-end NAV thereafter.\n\nClass S\n\n \n\n1.25% per annum of month-end NAV ; waived for the first twelve (12) months following the Initial Closing; 1.00% per annum of month-end NAV for twelve (12) months thereafter; 1.25% per annum of month-end NAV thereafter.\n\nClass E\n\n \n\n0.0% per annum\n\n \n\nThe Adviser may elect to receive the Management Fee in cash or Units. If the Management Fee is paid in Units, such Units may be redeemed at the Adviser’s request and will be subject to the volume limitations of the Redemption Program but not the Early Redemption Deduction (as defined below).\n\nThe Adviser may agree to reduce the Management Fee for certain share classes or Investors.\n\n7\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nThe Adviser may elect on an annual basis in advance of the applicable taxable year, in lieu of the Management Fee it would otherwise be entitled to pursuant to the Partnership Agreement and Advisory Agreement, to receive an allocation of the Fund’s income and gain for U.S. federal income tax purposes in an amount equal to the amount it would have been entitled to as the Management Fee (the “Management Allocation”). The General Partner will limit distributions to the Adviser in respect of the Management Allocation each year so that such distributions do not exceed the amount of net profits of the Fund for U.S. federal income tax purposes (calculated under Section 704(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as determined by the General Partner) (“Net Profits”). If the Adviser receives a Management Allocation in a calendar month or months within a taxable year, but it is later determined at the end of such taxable year that there were insufficient Net Profits in such taxable year in respect of such prior Management Allocations, the Adviser shall be required to return such excess amounts to the Fund. In the event the Adviser’s distributions are reduced pursuant to the Partnership Agreement with respect to any class of Units, an amount equal to such excess distributions shall be treated as instead apportioned to the relevant Investors holding such Units, and the General Partner will make appropriate adjustments (as determined by the General Partner) to future distributions under the Partnership Agreement so that the Adviser receives (from future Net Profits, consistent with the principles of the Partnership Agreement) an amount equal to such excess distributions out of amounts that, but for this sentence, would have been distributed to the Investors holding such Units.\n\nManagement Fee Offset\n\nMacquarie and its affiliates (and in the case of directors’ fees, Macquarie executives) have received or may receive in the future break-up fees or similar fees in connection with unconsummated transactions (which does not include amounts received with respect to group purchasing, healthcare brokerage, insurance and other similar services to the Portfolio Entities), closing fees, monitoring fees or other similar fees from Portfolio Entities in connection with the acquisition, ownership, control and exit of Portfolio Entities (“Other Fees”). Macquarie or its affiliates may also receive Director Fees. In addition, the Fund (or its Portfolio Entities) may retain service providers in which Macquarie has an interest or which are affiliates of Macquarie to provide services for fees.\n\nThe aggregate Management Fee paid by the Fund in any fiscal year will be reduced by an amount (the “Reduction Amount”) equal to the sum of (i) 100% of the Fund’s share of any Other Fees received by the Adviser or its affiliates in such fiscal year, (ii) 100% of the Fund’s share of all Director Fees received by the Adviser and its affiliates in such fiscal year and (iii) any management fees paid or borne by the Fund in connection with the Fund’s investments in MAM-Managed Entities, after giving effect to any fee rebates to which the Fund is entitled each month or has received each month, directly or indirectly, by the Fund from such MAM-Managed Entity; provided, that the Reduction Amount will be decreased by Fund expenses and the Fund’s share (pro rata with any parallel vehicles) of Broken Deal Expenses (as defined below) that the General Partner or its affiliates had elected to bear. Further, the portion of fees related to consulting, management or other services from Portfolio Entities in excess of the cap set forth in the Partnership Agreement will also be offset against the Management Fee. Except as set forth above, the Fund will not receive (in the form of an offset against the Management Fee or otherwise) the benefit of fees or other compensation received by Macquarie in connection with the provision of services by Macquarie to the Fund or third parties. In no event will Other Fees or Director Fees include any stock options or other compensation granted or paid by Portfolio Entities (as defined below) to employees of Macquarie who serve in a bona fide, non-director management capacity at any such Portfolio Entity.\n\nFor the avoidance of doubt, investment banking fees, consulting (including management consulting) fees, syndication fees, capital markets syndication and significant sums in advisory fees (including underwriting fees), regulated broker dealer fees, origination fees, servicing fees, healthcare consulting / brokerage fees, fees relating to group purchasing, financial advisory fees and similar fees for arranging acquisitions and other major financial restructurings and other similar operational and financial matters, loan servicing or other types of insurance fees, data management and services fees or payments, operations fees, financing fees, fees for asset services, title insurance fees, asset leasing fees, asset management fees (e.g., services relating to the preparation of monthly cash flow models and industry asset management fees, incentive fees and other similar fees and annual retainers (whether in cash or in kind)) do not constitute Other Fees.\n\nAn affiliate of the General Partner that (i) is a U.S. regulated broker dealer or a non-U.S. equivalent thereof or (ii) otherwise conducts a financial services, investment banking, loan origination, structuring, placement, advisory or other similar business, including acting as a broker, dealer, distributor, financial advisor, syndicator, arranger, underwriter or originator of securities or loans (a “Macquarie Broker Dealer”) may be entitled to receive certain fees, underwriting spreads and interest payments, including in connection with the activities of the Fund and the Portfolio Entities, including capital markets advisory, offering, placement, financing, syndication, capital structure advisory, turnaround, workout, underwriting, solicitation, investment banking, currency, hedging, structuring, loan agent, loan servicing or similar fees, including in connection with the activities of the Fund\n\n8\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nand its Portfolio Entities, including with respect to an initial public offering, the arranging of credit facilities for the Fund, the placing of co-investment, the distribution of debt or equity securities of a Portfolio Entity or otherwise arranging or providing financing for a Portfolio Entity alone or with other lenders, which could include other MAM-Managed Entities. Any such fees or payments will be retained by such Macquarie Broker Dealer, will not constitute Other Fees and will not reduce or offset the Management Fee or benefit the Fund or the Investors.\n\n“Broken Deal Expenses” shall mean all out-of-pocket costs and expenses, if any, incurred by or on behalf of the Fund or any Intermediate Entities in developing, negotiating and structuring prospective or potential Investments which are not ultimately made, including (i) any travel expenses (which may include first class or private air), (ii) any legal, tax, accounting, advisory, financing and consulting costs and expenses in connection therewith and (iii) any other expenses described in the Partnership Agreement.\n\nPerformance Allocation\n\nIn respect of each class of Units with the exception of Class E Units, promptly after the end of each of its fiscal years, the Fund will make a performance allocation to the General Partner or its affiliate (the “Performance Allocation”) in an amount equal to 12.5% of Total Return (as defined below) for such class of Units for the Reference Period (as defined below) subject to a 5% annual Hurdle Amount (as defined below) and a High-Water Mark (as defined below) with a 100% catch-up, without duplication for any Performance Allocation paid by the Fund in respect of such class during such fiscal year. The Fund also will make a Performance Allocation if a Reference Period ends in connection with the redemption of Units by the Fund or a dividend or other distribution payable by the Fund, in each case on the date as of which the Fund’s NAV attributable to any class is calculated for such purpose; provided that only that portion of the Performance Allocation that is attributable to (i) Units being redeemed (not taking into account any proceeds from any contemporaneous issuance of Units, by reinvestment of dividends and other distributions or otherwise) or (ii) the dividend or other distribution being paid by the Fund and not being reinvested in Units will be paid to the General Partner for such Reference Period. The Performance Allocation will not be paid on Class E Units. The Performance Allocation, if any, is calculated and accrued on each date that the Fund calculates its NAV.\n\nSpecifically, if the Total Return for the applicable Reference Period (as defined below) exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), the General Partner will receive a Performance Allocation for that period equal to 100% of such Excess Profits until the total amount paid to the General Partner in respect of such Reference Period equals 12.5% of the Total Return for such period.\n\n“Total Return” in respect of Class S Units, Class D Units and Class I Units for any period since the end of the prior Reference Period equals the sum of:\n\n(a)\nall distributions accrued or paid (without duplication) on such Unit of the respective class since the beginning of the then-current Reference Period; plus\n\n(b)\nthe change in aggregate NAV of such Unit of the respective class since the beginning of the Reference Period before giving effect to (i) changes resulting solely from the proceeds of issuances of Units, (ii) any allocation/accrual of the Performance Allocation, (iii) applicable Distribution and/or Servicing Fees expenses attributable to a Unit of the relevant class (including any payments made to the Fund for payment of such expenses) and (iv) any other costs and expenses allocated only to certain classes; provided, that the aggregate NAV of a Unit may be calculated without taking into account (A) any accrued and unpaid taxes imposed on any Intermediate Entity (or the receipts of such Intermediate Entity) through which the Fund indirectly invests in an Investment or any comparable entities of any other MAM-Managed Entity, or taxes paid by any such entity since the end of the prior Reference Period and (B) certain deferred tax liabilities of subsidiaries through which the Fund indirectly invests; minus\n\n(c)\nthe Management Fee and all other Fund expenses attributable to a Unit of the relevant class (but excluding any other costs and expenses allocated only to certain classes) to the extent not previously reflected in the NAV of the Fund.\n\nFor the avoidance of doubt, the calculation of Total Return will include any appreciation or depreciation in the NAV of Units issued during the then-current Reference Period.\n\n“Hurdle Amount” in respect of Class S Units, Class D Units and Class I Units for a Reference Period means that amount that results in a 5% annualized Total Return over such Reference Period on the NAV of such Units outstanding at the beginning of the then-current Reference Period and all such Units issued since the beginning of the then-current Reference Period.\n\n9\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nFor the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Units of such class redeemed during the applicable Reference Period and any dividend or other distribution payable by the Fund in respect of such class during the Reference Period (to the extent such dividends or other distributions paid in respect of such class are not reinvested in Units of such class), which Units, dividends or distributions will be subject to the Performance Allocation upon such redemption or distribution.\n\n“Loss Carryforward Amount” in respect of Class S Units, Class D Units and Class I Units initially equals zero and cumulatively increases by the absolute value of any negative annual Total Return and decreases by any positive annual Total Return; provided, that the Loss Carryforward Amount will at no time be less than zero; and provided, further, that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any such Units of such class redeemed during the applicable Reference Period and any dividend or other distribution payable by the Fund in respect of such class during the Reference Period (to the extent such dividends or other distributions paid in respect of such class are not reinvested in Units of such class), which such Units, dividends or distributions will be subject to the Performance Allocation upon such redemption or distribution. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses, if any, will offset the positive annual Total Return for purposes of the calculation of the Performance Allocation. This is referred to as a “High-Water Mark.”\n\n“Reference Period” means each 12-month period ended as of the Fund’s fiscal year-end (or such other period ended as of the Fund’s fiscal year-end if the Fund’s fiscal year is changed); provided, that the period of time from the prior Reference Period-end through the valuation date of (i) a redemption offer and (ii) a dividend or other distribution also will constitute a Reference Period. In the event of the termination of the Advisory Agreement, the Fund will make a Performance Allocation to the General Partner calculated in a manner as if such termination date were the end of the Fund’s fiscal year.\n\nThe Performance Allocation structure presents risks that are not present in funds without performance allocations. The application of the Performance Allocation may not correspond to a particular Investor’s experience in the Fund because aggregate cumulative appreciation is calculated on an overall basis allocated equally to each outstanding Unit. An Investor may not owe a Performance Allocation on its investment, even though the value of its investment has increased. For example, if an Investor were to acquire Units after the Fund’s trading resulted in a cumulative loss, the Investor would not owe a Performance Allocation until sufficient gains have been achieved to exceed such losses, despite the fact that the Investor will have experienced aggregate cumulative appreciation in respect of its Units. Conversely, an Investor may owe a Performance Allocation on its investment, even though the value of its investment has declined. For example, if an Investor were to acquire Units at a time when the Fund had net profits to date for the Reference Period of $2 million in excess of the High-Water Mark, but at the end of the Reference Period the Fund had net profits of only $1 million in excess of the High-Water Mark, the Investor would owe a Performance Allocation despite the fact that the value of its investment declined. In addition, when Units are issued at a NAV reduced by the accrued Performance Allocation, and such accrued Performance Allocation is subsequently reversed due to trading losses, the reversal will be allocated equally among all outstanding Units (increasing the NAV per Unit), including those Units whose purchase price had not itself been reduced by the accrued Performance Allocation being reversed.\n\nThe General Partner may elect to receive the Performance Allocation in cash or Units. Such Units may be redeemed at the General Partner’s request and will be subject to the volume limitations of the Redemption Program but not the Early Redemption Deduction.\n\nThe General Partner may receive a cash advance against allocations or distributions of the Performance Allocation to the General Partner to the extent that annual distributions of the Performance Allocation actually received by the General Partner are not sufficient for the General Partner or any of its beneficial owners (whether such interests are held directly or indirectly) to pay when due any income tax (including estimated income tax) imposed on it or them by reason of the allocation to the General Partner of taxable income in respect of the Performance Allocation (including, for the avoidance of doubt, allocations to the General Partner of taxable income with respect to Units issued to them) or such distributions of the Performance Allocation, calculated using an assumed tax rate. Amounts of the Performance Allocation otherwise to be allocated or distributed to the General Partner will be reduced on a dollar-for-dollar basis by the amount of any prior advances made to the General Partner until all such advances are restored to the Fund in full.\n\n10\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nPartnership Agreement\n\nThe description below of the Partnership Agreement is only a summary and is not necessarily complete. The description set forth below is qualified in its entirety by reference to the Partnership Agreement attached as an exhibit to this Annual Report.\n\nThe General Partner of the Fund is MIF GP, LLC, a Delaware limited liability company. The General Partner is responsible for the management of the Fund; however, various rights and obligations of the General Partner are delegated to, and performed by, the Adviser. The responsibilities of the General Partner and the Adviser are set out in the Partnership Agreement and the Advisory Agreement, respectively. Additional general partners may also be established, which will also be subsidiaries of Macquarie, and will be responsible for the management of the Feeder or any Parallel Funds, as applicable. The rights and obligations of any additional Fund general partners related to investment matters will be delegated to, and performed by, the Adviser in the same manner as the General Partner of the Fund. See “Item 1. Business—Advisory Agreement” for further information.\n\nAdditionally, the General Partner and its Affiliates may, in their sole discretion, cause the Fund to hold certain investments directly or indirectly through (i) entities that may elect to be classified as a Corporation or (ii) any other type of entity (together with any Corporation, the “Intermediate Entities” and each, an “Intermediate Entity”).\n\nThe General Partner and its affiliates may participate directly in any Intermediate Entity with a combination of shareholder debt and equity. To the extent the General Partner determines that holding only an equity interest in any such Intermediate Entity would be beneficial for the General Partner or any other direct or indirect owner for legal, tax, regulatory or other similar considerations, it may make a contribution to such Intermediate Entity in the form of equity only.\n\nThe Fund may also form one or more Parallel Funds established by, or at the direction of, the General Partner to invest alongside the Fund, but excluding MIF International (as determined in the General Partner’s discretion).\n\nThe General Partner or its affiliates may, in their discretion, at any time, withdraw all or a portion of their investment in the Fund to facilitate their investment in any other entity comprising MIF US and, in connection therewith, take any other necessary action to consummate the foregoing. The Management Fee and Performance Allocation may be paid or allocated, as applicable, at the level of the Fund or at an Intermediate Entity, as determined by the General Partner.\n\nIn addition to the Fund, Macquarie expects to form one or more other collective investment vehicles or other arrangements for certain other investors to invest in the Fund, including feeder funds. In particular, Macquarie has formed the Feeder for certain investors with particular tax characteristics, such as U.S. tax-exempt investors and certain non-U.S. investors. The Feeder intends to invest all of its investable assets in a non-U.S. entity treated as a corporation for U.S. federal income tax purposes (a “Non-U.S. Corporation”) which, in turn, intends to invest in Class I Units.\n\nInvestment Process Overview\n\nGeneral\n\nThe Adviser (including through delegation to affiliated and/or unaffiliated sub-advisers) utilizes MAM’s deep knowledge and resources, and specialized skills and experience, including within affiliates of the Adviser, to source and allocate investment opportunities in Eligible Real Assets and apply a disciplined approach to the investment process. The Adviser has appointed an investment committee (the “Investment Committee”), which has the authority to allocate to the sub-advisers investing in Infrastructure Debt Investments (such sub-adviser, the “Infrastructure Debt Sub-Adviser”) and Liquid Investments (such sub-adviser, the “Fixed Income team,” and together with the Systematic Investments team (defined below), the “Liquid Investments Sub-Advisers”) in accordance with the investment program described above. The Investment Committee is composed of the same members of MIF International’s investment committee. The Investment Committee members may work on or be associated with one or more other MAM-Managed Entities.\n\nThe Investment Committee determines the allocation of capital across Eligible Real Assets Investments, Infrastructure Debt Investments and Liquid Investments, and delegates to the Infrastructure Debt Sub-Adviser and the Fixed Income team to invest in Infrastructure Debt Investments and in Liquid Investments, respectively, each of which manages and oversees the investment processes and decisions of their respective sleeves of the Fund’s portfolio. Such sub-advisers may delegate decision-making authority to their respective investment committees, which are composed of experienced investment professionals. The Adviser may also engage one or more sub-advisers to provide non-discretionary investment advice and recommendations to the Adviser with respect to Eligible Real Assets Investments (together with the Infrastructure Debt Sub-Adviser and the Liquid Investments Sub-Advisers, the “Sub-Advisers”).\n\n11\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nAll Eligible Real Assets are presented to the Investment Committee for investment approval and strategic capital allocation approval. All Infrastructure Debt investments are initially reviewed and approved by the infrastructure debt investment committee within MAM prior to being presented to the Investment Committee for strategic capital allocation approval. The Investment Committee additionally determines the strategic capital allocation of the Fund to investments in respect of Liquid Investments and approves the liquidity and treasury approach for the Fund and provides oversight of MIF’s portfolio strategy and liquidity team (the “Portfolio Strategy and Liquidity Team”), which provides advice to the Investment Committee in respect of developing the portfolio construction to achieve the Fund’s aims, managing its liquidity and risk profile, and overseeing performance of the portfolio as a whole.\n\nEligible Real Assets Investments\n\nEligible Real Assets Investment opportunities, which make up the bulk of the Fund’s portfolio, are sourced through MAM’s global network of specialist sector teams, portfolio companies, relationships with operating partners, infrastructure equity and debt funds and asset managers. Such Investments are evaluated and processed by the Adviser and its affiliates through the Investment Committee. The Investment Committee implements the investment strategy through a defined process of identifying, evaluating, acquiring, managing and realizing investments.\n\nThe Fund may access Eligible Real Assets Investments directly, including in co-investment transactions alongside MAM-Managed Entities. A portion of the Fund assets are allocated to Eligible Real Assets investments indirectly through investments in certain MAM-Managed Entities (including, but not limited to, investments made through an intermediate vehicle with shared ownership with other MAM-Managed Entities, or investments made into other MAM-managed investment funds) or in Third-Party Funds.\n\nInvestment Sourcing\n\nMAM believes a key to successful investing is access to quality investment opportunities. MAM expects investment opportunities to arise from a broad range of sources, including: relationships that MAM’s senior professionals maintain with management teams, industry participants, governments and other sources; active dialogue with leading investment bankers and other professional advisors in the industry; and unsolicited opportunities, as a result of what MAM believes is the reputation of the real assets division of MAM (“MAM Real Assets”) as a leading global infrastructure investor.\n\nInvestment Screening\n\nIn evaluating a potential investment opportunity, the Adviser first reviews and compares the key characteristics of the potential investment against the Fund’s investment objectives to determine if the opportunity deserves further consideration. If the potential investment warrants further review, the Adviser and the investment team involved in the specific investment will then conduct an in-depth due diligence analysis over the course of several weeks, during which time the Adviser will further consider the potential investment’s characteristics as well as any material findings and new developments.\n\nDetailed Investment Analysis\n\nDue Diligence\n\nMAM seeks to conduct a detailed review and analysis of key business plan assumptions and material risks during its due diligence process. MAM seeks to draw from its investment experience gained from managing similar assets, including input from in-house personnel with expertise in operating infrastructure assets in the applicable sub-sector. External subject matter experts are expected to be engaged where the Adviser deems appropriate to review key diligence areas, including legal, commercial, tax, accounting, insurance, sustainability and technical matters relevant to the investment.\n\nFinancial Analysis\n\nMAM seeks to incorporate its due diligence findings into the investment business plan and forecast cash flows over an extended ownership period. The assumptions made by the Adviser are based on its due diligence findings and the global experience of professionals managing similar investment assets, along with independent experts, when deemed appropriate.\n\n12\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nInvestment Structuring\n\nMAM seeks to draw on its experience in negotiating infrastructure acquisitions and its knowledge of current market precedents to execute investments and obtain necessary regulatory approvals. MAM is involved in the negotiation of all key documents required to complete an acquisition and will engage advisors as necessary to assist. MAM believes it is well-regarded as a manager of infrastructure investments, which it views as a key factor in obtaining approvals from government entities and regulatory bodies, especially for businesses that directly interface with the community.\n\nAcquisition Approval Process\n\nInvestments are approved by the Investment Committee. Members of the Investment Committee are briefed during the investment screening and due diligence process as necessary, thereby ensuring they have the opportunity to effectively screen and evaluate investment opportunities.\n\nPrior to submitting a binding bid or executing definitive transaction documentation, the Investment Committee is briefed on all key aspects of the investment deemed relevant, including an overview of the business, due diligence findings, financial model results and forecast investment returns. Subject to Investment Committee approval, the Adviser determines whether to make a formal offer or a binding commitment to invest, or, if necessary, request additional information or conduct further negotiations.\n\nActive Asset Management Framework\n\nMAM aims to take a proactive approach to investment, managing key risks and improving the operating performance of MAM portfolio companies in alignment with its investment philosophy to have a positive impact on the communities it serves. Given the unique circumstances surrounding each investment, MAM seeks to implement value-enhancing initiatives underpinned by a defined set of minimum standards by utilizing a number of processes designed to focus on and measure progress against the key components of the value-added business plan, and to clearly allocate decision-making authority and responsibility. Examples include, but are not limited to: (i) appointing experienced industry executives (including MAM professionals); (ii) ensuring that compensation plans are aligned with business plans; (iii) continuous performance monitoring through regular management updates and performance reports; (iv) ongoing risk management; and (v) establishing clear governance structures and practices.\n\nBusiness Planning\n\nBusiness planning is a significant part of MAM’s active asset management focus. On an annual basis, MAM’s asset management teams work together with portfolio company management to develop a comprehensive business plan, which includes a one-year budget, a five-year cash flow forecast, and strategic goals and initiatives. Strategic initiatives include topics such as increasing safety, revenue growth, board effectiveness, and succession planning, among other items.\n\nValue Creation\n\nMAM takes a proactive approach to managing risks and seeking to improve the operating performance of portfolio companies to create value. MAM comprises staff with operating experience that focus on the development and implementation of key asset performance initiatives. In addition to its in-house professionals, MAM has an extensive network of relationships with industry participants that it expects to leverage in order to gain insight and expertise to improve investment performance. MAM seeks to apply its comprehensive asset management framework developed through insights that come with MAM’s over 30 years of global infrastructure investment management.\n\nRealization\n\nThe Adviser seeks to monitor the market with the aim of maximizing portfolio company value for the Fund’s investors through opportunistic, well-managed divestment processes.\n\nWhile the hold period may vary for each Investment, it is typically expected to be five to ten years for Investments held alongside closed-ended funds and held to maturity for investments alongside open-ended funds. When an attractive offer emerges during the life of the Fund, the Investment Committee will evaluate the opportunity and determine whether it is in the best interests of the Fund and its investors to realize the Investment at that time.\n\n13\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nInfrastructure Debt Investments\n\nThe Infrastructure Debt Sub-Adviser has the primary responsibility for managing the Infrastructure Debt Investments. The Infrastructure Debt Sub-Adviser aims to identify opportunities where the anticipated return compares favorably to the underlying risk taken. The Infrastructure Debt Sub-Adviser believes this can be achieved through active involvement in the infrastructure market, leveraging the reputation and relationships of both the infrastructure debt team and the broader Macquarie Group, engaging early in the debt origination process, providing borrowers with a professional lending platform, delivering strong execution capabilities and benefiting from Macquarie’s considerable experience in infrastructure lending, structuring and asset management capabilities. The Infrastructure Debt Sub-Adviser performs due diligence on proposed borrowers and incorporates MAM’s broad infrastructure debt experience in sourcing and structuring investment opportunities. Once invested, the Infrastructure Debt Sub-Adviser takes an active approach to portfolio management of all positions by proactively monitoring borrower compliance with reporting obligations and financial covenants specified in loan agreements and actively engaging with any broader lender group where it is necessary to take precautions to protect the Fund’s interests.\n\nLiquid Investments\n\nThe Fixed Income team, utilizing the global breadth of MAM’s specialist fixed income and equity teams, has primary responsibility for managing the Liquid Investments and invests directly or indirectly into Liquid Investments including, but not limited to, cash, cash equivalents, government and semi-government bonds, corporate bonds, securitized products, derivatives, money market instruments and, more opportunistically, may invest directly or indirectly in listed equities. The management of the Liquid Investments by the Fixed Income team is governed by the pre-approved investment criteria set by, and periodic guidance from, the Investment Committee.\n\nThe Fixed Income team consists of a global team of investment professionals including dedicated portfolio managers, traders, credit analysts, and multi-asset specialists, as well as in-house markets and quantitative research support across global investment hubs located in London, Philadelphia and Sydney. The lead Portfolio Managers have primary responsibility for setting overall portfolio risk and asset class allocation, including managing key risk parameters, interest rate risk, aggregate credit risk and security selection, with the aim of optimizing risk-adjusted returns within the framework determined by the Investment Committee.\n\nThe Fixed Income team’s philosophy is centered around deep research-driven processes and disciplined risk management. Their research demonstrates that markets are inefficient due to model uncertainty, emotion, and differences in fair value among investors. Drawing on this overarching investment philosophy, their investment approach is focused on managing downside risks and liquidity through deep fundamental research-based processes. The investment approach incorporates both top-down and bottom-up processes that align with the global investment strategy framework. For example, global macroeconomic views, strategic positioning and sector rotation decisions are determined with the support of global strategic forums at which investment professionals present, discuss and debate medium term views. Individual security selection is supported by a global research team conducting in depth fundamental research.\n\nA portion of the Liquid Investments portfolio may be invested in equities on an opportunistic basis. The Fixed Income team may use Macquarie's systematic investments team (the “Systematic Investments team”) to manage any equities held within the Liquid Investments portfolio. The Systematic Investments team uses a quantitative investment approach underpinned by the latest technology, risk and investment insights.\n\nThe Fixed Income team engages regularly with the Investment Committee with the aim of ensuring that upcoming liquidity and risk/return requirements are met.\n\nTemporary Strategies\n\nIn response to unfavorable market conditions, the Fund may make temporary investments in fixed income securities, traded infrastructure asset securities, cash or cash equivalents or other high-quality, short-term instruments. These investments may not be consistent with the Fund’s investment objective. The value of these securities may fall, for example due to market volatility, interest rate movements, perceptions of credit quality, supply and demand pressures, a change to the reference rate used to set the value of interest payments, market sentiment, or issuer default. To the extent that the Fund holds such instruments, it may be unable to achieve its investment objective.\n\n14\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nSustainability\n\nManaging its portfolio for sustainable, long-term success is part of MAM’s broader responsibility to its investors, the businesses in which MAM invests, and the communities in which they operate. MAM believes the achievement of this contributes to the long-term profitability and durability of these businesses.\n\nThe investment and asset management teams are supported in their application of relevant sustainability policies and frameworks by MAM’s sustainability professionals (the “Sustainability Professionals”). The Sustainability Professionals provide specialist expertise on sustainability risks and support investment teams in harnessing sustainability opportunities across the portfolio.\n\nFor Eligible Real Assets and Infrastructure Debt, prior to investment, the results of sustainability due diligence are presented to the Investment Committee. MAM’s investment and asset management teams are supported in their application of the sustainability policy and frameworks at all stages of the investment lifecycle by the Sustainability Professionals and MAM’s risk team (the “Risk Team”).\n\nThe sustainability policy and frameworks for MAM’s investment activities across infrastructure, renewables, real estate, agriculture, transportation finance and infrastructure debt outline its responsible investment approach and provide a robust framework for embedding environmental and social risk management into its business activities.\n\nThe Liquid Investments Sub-Advisers are subject to relevant environmental, social and governance (“ESG”) policies and frameworks, which outline their approaches to the integration of sustainability factors into their investment processes, proxy voting (where applicable) and engagement with companies together with their approaches to reporting, collaboration within Macquarie Group and industry-wide engagement.\n\nCompetition\n\nIdentifying, closing and realizing attractive investments that fall within MIF US’ investment objectives is highly competitive and involves a high degree of uncertainty and is subject to market conditions. In addition, developing and maintaining relationships with joint venture partners or management teams, on which some of MIF US’ strategy depends, is highly competitive. MIF US is competing for Investments and potential joint venture partners with other investment funds, corporations, individuals, companies, financial institutions (such as investment and mortgage banks and pension funds), sovereign wealth funds and other investors. New competitors constantly enter the market, and in some cases existing competitors combine in a way that increases their strength in the market. Further, over the past several years, an ever-increasing number of investment funds have been formed (and many existing funds have grown in size) for the purpose of investing in assets and businesses similar to those which MIF US is targeting. Additional funds, entities or vehicles (including MAM-Managed Entities) with similar investment objectives have been and may be formed in the future. Some of these competitors may have more relevant experience, greater financial resources and more personnel than MIF US and Macquarie. Such competitors may make competing offers for investment opportunities that are identified, and even after an agreement in principle has been reached with a prospective portfolio company, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of MIF US. It is possible that competition for appropriate investment opportunities could increase, which may also require MIF US potentially to participate in auctions more frequently. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of investment opportunities available to MIF US and potentially adversely affecting the terms, including price, upon which Investments can be made. MIF US intends to be selective in its approach to targeting Investments, and there is no guarantee that Investments meeting MIF US’ investment criteria will be available or all of MIF US’ Investments will meet such criteria. Purchasers of the Units will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the Investments to be made by MIF US and, accordingly, will be dependent upon the judgment and ability of the General Partner and the Adviser in sourcing transactions and investing and managing the capital of MIF US. Additionally, competition for investment opportunities from other investment vehicles has increased on a global scale. Private equity and other funds are making global competition increasingly intense. There can be no assurance that the addition of new sponsors to the market will not occur, and, if it does occur, could intensify this effect. Furthermore, there can be no assurance that MIF US will be able to locate, acquire, complete and exit Investments that satisfy MIF US’ rate of return or investment objectives, or realize upon their values, or that it will be able to fully invest its committed capital. In addition, Macquarie’s investment strategies in certain Investments may depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that Macquarie’s current relationship with any such partner or operator will continue (whether on currently applicable terms or otherwise) with respect to MIF US or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to MIF US.\n\n15\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nLeverage\n\nThe Fund may borrow money to fund new investments, to satisfy redemption requests from Investors, for working capital purposes, currency hedging, for the payment of organizational expenses, the Management Fee, the Performance Allocation (defined below), and/or distributions to Investors, and to otherwise provide the Fund with liquidity. The Fund may also provide guarantees or other forms of security in respect of indebtedness incurred by it. While leverage presents opportunities for increasing total returns of and providing liquidity to the Fund, it can also increase the risk profile of the Fund, the volatility of returns and create greater potential for losses. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent that leverage has been employed. The cumulative effect of the use of leverage in a market that moves adversely on a leveraged investment could result in a substantial loss, which would be greater than if leverage were not used.\n\nThere can be no assurance that suitable leverage facilities will always be available and a loss of, or reduction in, the availability of leverage, such as was experienced during the global financial crisis and European sovereign debt crisis, may have the effect of causing the Fund to reduce its overall investment exposure. Terms upon which leverage facilities are available may be subject to change.\n\nAmounts borrowed by the Fund will be subject to interest costs, which will be at the Fund’s expense, and, to the extent not covered by income attributable to the assets acquired, will adversely affect operating results. If the Fund defaults on secured indebtedness, the lender may foreclose and may be entitled to liquidate the assets pledged to secure the loan on such terms as the lender determines. As a result of any such default, the Fund could lose its entire investment in the security for such loan and Investors could suffer losses.\n\nThe Fund may make an investment using bridge financing or acquisition financing with the intention of refinancing a portion of the capital structure by using subscriptions from Investors or longer-term debt financing following the acquisition. There is no assurance that the Fund will successfully arrange such refinancing. Failure to refinance could result in increased risk and costs to the Fund, which could reduce Investors’ net returns.\n\nThe Fund may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. The risk is generally associated with bonds; however, because small- and medium-sized companies and companies in the real estate sector often borrow money to finance their operations, they may be adversely affected by rising interest rates. A fund may be subject to greater risk of rising interest rates when interest rates are low or inflation rates are high or rising. In addition, a lender may terminate or not renew any credit facility. If the Fund is unable to access additional credit, it may be forced to sell, withdraw or redeem certain investments at inopportune times, which may further depress returns; however, the Fund may not be successful in its attempts to do so.\n\nLeverage may be used more heavily by certain investment strategies, particularly during the ramp-up period. Other than borrowings incurred solely to provide interim financing prior to the receipt of capital (and not for permanent or long-term financing with respect to Portfolio Entities or Fund expenses), the Fund does not intend to incur cash borrowings if such borrowings would cause the aggregate amount of recourse indebtedness for borrowed money incurred by the Fund to exceed 30% of the Fund’s total assets, measured at the time of such borrowings. There is no limit on the amount the Fund may borrow with respect to Portfolio Entities or joint ventures, provided that such borrowing is not recourse to the Fund. During the initial ramp-up period of the Fund, its leverage may exceed the 30% target. The Fund may also exceed a leverage ratio of 30% at other times, particularly during a market downturn or in connection with a large acquisition. Additionally, the Fund may incur additional indebtedness for borrowed money that causes the leverage ratio to exceed 30% to the extent the General Partner expects at the time of each such incurrence that the leverage ratio will be reduced to less than or equal to 30% within twelve months from the date the leverage ratio initially exceeded 30%.\n\nTerm\n\nThe Fund has been established, and is expected to continue, for an indefinite period of time. As part of the Fund’s perpetual term structure, investors may request the redemption of their Units on a quarterly basis (as further discussed below). See “Item 1. Business—Redemption Program” below for more information regarding redemptions.\n\n16\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nEmerging Growth Company\n\nWe are and will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Units that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). We cannot predict if investors will find our Units less attractive because we may rely on some or all of these exemptions.\n\nIn addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.\n\nDistribution Reinvestment Plan\n\nWe have adopted a distribution reinvestment plan (the “DRIP”), pursuant to which we will automatically reinvest any distributions paid by the Fund in additional Units unless a Unitholder “opts out” (elects not to reinvest in Units). As a result, if the General Partner authorizes, and we declare, a cash distribution, then our Unitholders who have not opted out of our DRIP will have their cash distributions automatically reinvested in additional Units rather than receiving the cash distribution. If a unitholder elects to opt out of the DRIP, such Unitholder will receive any distributions declared in cash.\n\nThere will be no subscription fees charged to a Unitholder for Units received pursuant to the DRIP, but the Units will incur any applicable Distribution and/or Servicing Fees.\n\nThe Units issued under the DRIP will be at a price equal to the most recently available NAV per Unit at the time the distribution is payable.\n\nRedemption Program\n\nIn accordance with the Partnership Agreement, the Fund expects to periodically redeem up to 5% of its Units outstanding per quarter (the “Redemption Program”). Under the Redemption Program, to the extent the Fund redeems Units in any particular quarter, the Fund expects to use a purchase price equal to the NAV per Unit as of the date specified in the Redemption Program. A 5% early redemption fee will be charged by the Fund with respect to any redemption of Units from an Investor at any time prior to the day immediately preceding the one-year anniversary of the Investor’s purchase of the Units (the “Early Redemption Deduction”). The Early Redemption Deduction will be retained by the Fund and will be for the benefit of the remaining Investors.\n\nThe Fund may redeem fewer Units than have been requested in any particular quarter to be redeemed under the Redemption Program, or none at all. If a redemption offer is oversubscribed by Investors who request redemption of Units, the Fund generally will redeem a pro rata portion of the Units requested by each Investor, subject to the Fund’s ability to redeem all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. All unsatisfied redemption requests must be resubmitted after the start of the next quarter, or upon the recommencement of the Redemption Program, as applicable. However, the Fund may, but is not obligated to, take any other action as permitted by applicable law and the Partnership Agreement, such as extending the redemption offer, if necessary, and increasing the number of Units that the Fund is offering to redeem. As a result, in any particular redemption offer, Investors requesting redemption of their Units may not have all of such Units redeemed. In addition, the Fund may redeem Units of specific Investors if, among other reasons, the General Partner determines that such redemption would be in the interest of the Fund. See “Item 1. Business—Mandatory Redemption.”\n\n17\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nMandatory Redemption\n\nThe Fund may require an Investor to surrender and have all or any portion of its Units redeemed at any time, on 10 days’ prior written notice, if the General Partner determines that it would be in the interest of the Fund, as approved by the Board to redeem the Units. To the extent the Fund requires the mandatory redemption of any Units of any Investor, such redemption will not be subject to the redemption limits under the Redemption Program or the Early Redemption Deduction, unless otherwise determined by the General Partner in its sole discretion and in accordance with the Partnership Agreement, and such Investor’s enrollment in the DRIP (if applicable) will be terminated as of the date of the redemption.\n\nEmployees\n\nThe Fund does not currently have any employees and does not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the General Partner, the Adviser or their affiliates pursuant to the terms of the Advisory Agreement and the Partnership Agreement. See “Item 1. Business—Advisory Agreement” and “—Partnership Agreement.”\n\nReporting Obligations\n\nWe make available on our website at https://funds.macquarie.com/macquarie-infrastructure-fund.html, our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. The SEC also maintains a website (www.sec.gov) that contains such information. Our website contains additional information about our business, but the contents of the website are not incorporated by reference in or otherwise a part of this Annual Report.\n\nFrom time to time, we may use our website as a distribution channel for material company information. Financial and other important information regarding the Fund will be routinely accessible through and posted on our website.\n\n18\n\n[Table of Contents](#toc_page)"}