{"url_path":"/sec/cik-0002079966/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance","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":2604,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance\n\nOverall responsibility for the Fund’s oversight rests with the General Partner, subject to certain oversight rights held by the Board of Directors. The Board is responsible for overseeing our 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. Specifically, the Independent Directors will (i) review and approve or disapprove any potential conflicts of interest in any transaction or relationship between the Fund and the Adviser, the General Partner or any employee or affiliate thereof that the General Partner determines to present to the Independent Directors and (ii) review and approve any matter (x) for which approval is required under the Advisers Act, including Sections 205(a) and 206(3) thereof, (y) as provided for under the Partnership Agreement or (z) as deemed appropriate by the General Partner.\n\nOur Board consists of five members, two of whom are Independent Directors. The General Partner may appoint additional directors to the Board from time to time. Our General Partner elects the Fund’s executive officers, who serve at the discretion of the General Partner.\n\nBoard of Directors and Executive Officers\n\nInformation regarding the Board of Directors and executive officers is set forth below:\n\n \n\nName\n\n \n\nAge\n\n \n\nPosition\n\n \n\nPosition\n\nHeld Since\n\n \n\nNon-Independent Directors\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nChristopher Frost\n\n \n\n57\n\n \n\nDirector\n\n \n\n2025\n\n \n\n \n\nPeter Bendall\n\n \n\n44\n\n \n\nDirector\n\n \n\n2025\n\n \n\n \n\nSusana Leith-Smith\n\n \n\n48\n\n \n\nDirector\n\n \n\n2025\n\n \n\n \n\nIndependent Directors\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOuma Sananikone\n\n \n\n68\n\n \n\nDirector\n\n \n\n2025\n\n \n\n \n\nWilliam J. Kelly\n\n \n\n66\n\n \n\nDirector\n\n \n\n2025\n\n \n\n \n\nExecutive Officers\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nChristopher Frost\n\n \n\n56\n\n \n\nChief Executive Officer\n\n \n\n2025\n\n \n\n \n\nSue Sekar\n\n \n\n50\n\n \n\nChief Financial Officer\n\n \n\n2025\n\n \n\n \n\n \n\nEach director and executive officer holds office until his or her death, resignation, removal or disqualification. The address for each of our directors and executive officers is c/o Macquarie Wealth Advisers, LLC, 660 Fifth Ave, New York, NY 10103.\n\nBiographical Information\n\nDirectors\n\nOur directors have been divided into two groups—Independent Directors and Non-Independent Directors. The status of an Independent Director under the Partnership Agreement is determined in a manner consistent with the independence tests set out in Rule 303A.02 of the New York Stock Exchange Listed Company Manual or other standards determined by the General Partner.\n\nNon-Independent Directors\n\nChristopher Frost is a Senior Managing Director at Macquarie Asset Management (“MAM”) and leads the Global Funds Team. He is responsible for the overall development and execution of strategy for MAM’s global diversified infrastructure funds for both institutional and wealth investors, including Macquarie Global Infrastructure Fund (“MGIF”) (institutional) and Macquarie Infrastructure Fund (“MIF”) (wealth). Christopher is the Executive Investment Committee member for MGIF and chairs the MGIF Investment Committee and for MIF he is the Lead Portfolio Mnager and similarly chairs the MIF Investment Committee. Christopher has extensive international experience investing in and managing infrastructure assets. He was a member of the pioneering team at MAM’s Real Assets business, leading the development of the specialised infrastructure funds model and MAM’s Real Assets platform. Throughout his career across Macquarie’s Sydney, London, and New York offices, Christopher has held a number of senior leadership positions and led a wide range of transformational and value-accretive projects integral to MAM’s strong track record of delivering for investors, including the successful investment, management, and divestment of many of the firm’s major infrastructure businesses.\n\n147\n\n[Table of Contents](#toc_page)\n\n \n\nPeter Bendall (Age 43) is a Managing Director and leads the Portfolio Strategy Team for MGIF at MAM. Since joining Macquarie in February 2008, Peter has worked in a range of investment and asset management roles across MAM private and publicly listed infrastructure funds. Peter has managed assets across a number of sectors with a focus on digital and utilities. Additionally, Peter was responsible for establishing MAM infrastructure business in Brazil, which resulted in the acquisition of leading infrastructure businesses in the waste and ports sectors. More recently, Peter was part of the leadership team for Macquarie Infrastructure Holdings, LLC (“MIC”) where he led the execution of the strategic alternatives process for MIC, successfully maximizing value for unit holders through the realization of MIC’s portfolio. Prior to joining Macquarie, Peter worked for an Australia-based corporate restructuring firm, focusing on a variety of asset classes, including infrastructure. Peter received his Bachelor of Applied Finance and Bachelor of Economics from Macquarie University.\n\nSusana Leith-Smith (Age 48) joined Macquarie in 2022 and is a Senior Managing Director, Head of Mobility, EMEA and leads on Capital Markets in region for Macquarie Asset Management (MAM). Susana is responsible for the origination and execution of opportunities in the mobility sector as well as structuring of capital market transactions related to MAM’s diverse portfolio of infrastructure and real asset investments. Susana also serves as a member of the investment committees for MAM's diversified infrastructure evergreen strategies MIF (global core/core+ for wealth market) and MGIF (global core). Since entering the banking industry in 1999, Susana gained a wealth of experience in capital markets. Before she joined Macquarie, Susana was the Head of Leveraged Finance for EMEA at Barclays, where she also managed all transactions in the telecommunications, media, and technology (TMT) sectors. Previously, she held financing roles at the Royal Bank of Scotland and Credit Suisse. Susana sits on the board of Farnborough Airport in the UK, and has previously served on the boards of Nuuday/TDC (Danish telco), Arqiva (UK broadcasting), and Open Fibre (Italian fibre business). She also served as a Trustee for global women’s rights charity Womankind Worldwide from 2019-2025 and is currently a Trustee of KOKO Foundation. Susana holds a Master of Arts in modern history and international relations from the University of St Andrews.\n\nIndependent Directors\n\nOuma Sananikone (Age 68) is currently a non-executive board director of DMC Global (NASDAQ: BOOM), IA Financial Group (Canada, TSX: IAG.TO) and Gecina (GFC.PA), a French publicly-listed real estate group. She also serves on the advisory board of BW Group. Her previous board directorships include Ivanhoe Cambridge in Canada, Hafnia (NYSE: HAFN and OSL: HAFNI.OL), Macquarie Infrastructure Corporation (NYSE: MIC), Xebec Adsorption Inc. (TSX: XBC), CDPQ (Canada), Smarte Carte (USA), Air-Serve Holdings (USA), Moto Hospitality Ltd (UK), and State Super Corporation of NSW (Australia), and Innergex Renewable Energy (previously quoted on the Toronto Stock Exchange - now private). She also acted as an honorary Australian Financial Services fellow for the USA on behalf of the Australian government. She was Chief Executive Officer (“CEO”) of Aberdeen Asset Management (Australia), CEO of the EquitiLink Group (Australia, New Zealand, USA, Canada and UK) as well as founding Managing Director of BNP Investment Management (Australia). Other senior positions include Managing Director at Rothschild Asset Management (Australia), Managing Director at BT Financial Services (Westpac Group) and Managing Director, Corporate Strategy and Investments, at NRMA in Australia. Ouma holds a Bachelor of Arts (economics and political sciences) from the Australian National University and a Master of Commerce (economics) from the University of New South Wales. She is a recipient of the Centenary Medal from the Australian Government for services to the Australian finance industry.\n\nWilliam (Bill) J. Kelly, CAIA is the founder and managing member of Educational Alpha, LLC where he writes, podcasts, and speaks on a variety of investment related topics, focused on investor education, transparency, and democratized access to differentiated risk premia. In addition, he serves as a Senior Advisor to Star Mountain Capital since August 2025. Previously he was CEO of CAIA Association since taking this leadership role in 2014 until his retirement in 2024. Prior to that, Bill was the CEO of Boston Partners, and Chief Financial Officer and Chief Operating Officer of The Boston Company Asset Management, a predecessor institutional asset manager. In addition to his current role, Bill is also the Chairman and lead independent director for the Boston Partners Trust Company and serves as an independent director for the Artisan Partners Funds, where he is also Chair of Audit Committee and a designated Audit Committee Financial Expert. He is also currently an Advisory Board Member of the Certified Investment Fund Director Institute within the IOB (Dublin) which strives to bring the highest levels of professionalism and governance to independent fund directors around the world. Bill began his career as an accountant with PwC where he earned his CPA (inactive). Bill holds a Bachelor of Business Administration from Iona University.\n\nExecutive Officers\n\nPlease see Christopher Frost’s biography under “—Non-Independent Directors” above.\n\nSue Sekar is the Chief Operating Officer for Macquarie Asset Management (MAM) Americas, where she provides leadership on business development initiatives, regional implementation of global strategy, culture, and operational platform support for the regional business. Sue is also the Global Head of Fund Management for MAM’s Wealth and Solutions division,\n\n148\n\n[Table of Contents](#toc_page)\n\n \n\noverseeing SEC and investor reporting, operations, fund transaction support, and financial management throughout the lifecycle of MAM’s funds. She was appointed Chief Financial Officer of MIF US effective November 18, 2025. Prior to her current role, Sue was the Americas Regional Controller and Chief Financial Officer for Macquarie’s U.S. broker/dealer, with responsibility for oversight of the firm’s financial control and management functions. She has also led the finance and reporting function for a listed U.S. fund, overseeing the team responsible SEC reporting and financial controls. Before relocating to New York City, Sue worked in Macquarie’s Sydney and London offices in a variety of finance and reporting roles. Sue is a Board Member, Co-Treasurer, and Co-Chair of the Finance Committee for the Bloomingdale Family Program, a New York City-based non-profit organization, and is the Executive Sponsor of Macquarie’s Families and Carers Employee Network Group. She holds a Bachelor of Commerce and Bachelor of Laws from the University of Sydney. Sue is an Australian Chartered Accountant (CA), a CPA, and holds a Series 27 license with FINRA.\n\nLeadership Structure and Oversight Responsibilities\n\nOverall responsibility for oversight of the Fund rests with the General Partner, subject to certain oversight rights held by the Board. We have entered into the Advisory Agreement pursuant to which the Adviser, an affiliate of the General Partner, manages the Fund on a day-to-day basis. The Board is composed of five members, two of whom are Independent Directors. As described below, the Board has established an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board and the General Partner in fulfilling their oversight responsibilities.\n\nCommittees\n\nThe Board of Directors has established an Audit Committee and may form additional committees in the future.\n\nAudit Committee\n\nThe Audit Committee is composed of Ouma Sananikone and William J. Kelly, each of whom is an Independent Director. Ouma Sananikone serves as Chair of the Audit Committee. Our Board has determined that William J. Kelly is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act.\n\nThe General Partner may appoint additional directors to the Board and the Audit Committee from time to time; 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.\n\nIn accordance with its written charter adopted by the Board, the Audit Committee is responsible for overseeing: (i) the accounting and financial reporting processes of the Fund and its, and as appropriate, the Fund’s third-party service providers’, internal controls; (ii) the quality and integrity of the Fund’s financial statements and independent audits thereof; (iii) the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting, financial reporting, internal control over financial reporting and independent audits; and (iv) the appointment, qualification, performance and independence of the registered public accounting firm employed by the Fund.\n\nThe Fund has adopted a Code of Business Conduct and Ethics that applies to its directors and executive officers, including its principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this Annual Report.\n\nInvestment Committee\n\nThe Investment Committee is primarily responsible for the day-to-day management of the Fund’s portfolio within the parameters of the Partnership Agreement and Advisory Agreement, including capital allocation and the Fund’s liquidity and treasury approach.\n\nThe Adviser has a three-person Investment Committee in respect of the Fund comprised of individuals who bring extensive expertise and experience and a number of whom are on various MAM infrastructure and renewables funds’ investment committees. The members of the Investment Committee are Leigh Harrison, Christopher Frost, and Susana Leith-Smith.\n\nAll Eligible Real Assets will be presented to the Investment Committee for investment approval and strategic capital allocation approval. All Infrastructure Debt Investments will be initially reviewed and approved by the Credit Investment Committee within MAM prior to being presented to the Investment Committee for strategic capital allocation approval. The Investment Committee will also determine the strategic capital allocation of the Fund to investments in respect of Liquid Investments, approve the Fund’s liquidity and treasury approach and provide oversight of MIF’s Portfolio Strategy and Liquidity\n\n149\n\n[Table of Contents](#toc_page)\n\n \n\nTeam, which will provide 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\nFor any Infrastructure Debt Investments as well as some equity-like investments, the Investment Committee will determine, including from a strategic capital allocation perspective, more specific investment criteria and parameters from time to time and whether capital is available and deployable to an investment opportunity, provided always that the investment committee appointed by the Infrastructure Debt Sub-Adviser for the Fund’s Infrastructure Debt Investments will make and manage any such Infrastructure Debt Investments. Similarly, for any Liquid Investments, the Investment Committee will determine, including from a strategic capital allocation perspective, more specific investment criteria and parameters from time to time.\n\nThe Investment Committee will remain subject to and will at all times be required to comply with Macquarie’s conflicts management policy, which includes information barriers that exist between the Investment Committee and the various businesses within Macquarie. The Investment Committee is subject to information barriers and confidentiality.\n\nThe Investment Committee will be a deliberative body, and decisions will typically be made unanimously.\n\nFor information concerning the background of Christopher Frost and Susana Leith-Smith, see “—Directors and Executive Officers” above. Information concerning the background of the other member of the Investment Committee is set forth below:\n\nLeigh Harrison joined Macquarie in 2002 and is a Senior Managing Director, Head of Real Assets for MAM, a role he assumed in April 2021. He provides global leadership for MAM’s Real Assets business, which is one of the world’s largest investment managers and a major investor in infrastructure, agriculture, and natural assets, supporting the growth of the business across new sectors and markets. Since joining Macquarie, Leigh has served in several senior positions, including Head of Real Assets in Europe, the Middle East and Africa (“EMEA”), and was part of the team that established MAM’s first three European infrastructure funds. Leigh is a member of the Macquarie Group Foundation Committee. He holds a Bachelor of Commerce and Bachelor of Laws from Macquarie University, Sydney.\n\nDelinquent Section 16(a) Reports\n\nBased solely on a review of Section 16(a) reports filed during the fiscal year ended March 31, 2026 and the period through the date hereof and related written representations, we believe that all Section 16(a) reports were filed on a timely basis, except for late Form 3 filings for William J. Kelly and Christopher Frost. The late Form 3 filings resulted from administrative delays in obtaining required EDGAR access codes for the individuals listed above."}