{"url_path":"/sec/cik-0002079966/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence","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":1028,"has_tables":true,"body_markdown":"Item 13. Certain Relationships and Related Transactions, and Director Independence\n\nTransactions with Related Persons, Promoters and Certain Control Persons\n\nAdvisory Agreement; Partnership Agreement\n\nThe Fund entered into the Advisory Agreement with the Adviser pursuant to which we pay the Management Fee. The Fund also entered into the Partnership Agreement, pursuant to which the General Partner is entitled to receive the Performance Allocation. In addition, pursuant to the Advisory Agreement and the Partnership Agreement, we reimburse the Adviser and General Partner for certain expenses as they occur. See “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund,L.P.—Notes to Financial Statements—Note 8. Related Party Transactions.”\n\nCertain Business Relationships\n\nMIF US is subject to certain conflicts of interest arising out of MIF US’ relationship with Macquarie, including the General Partner and its Affiliates. The Adviser, the General Partner and their affiliates provide or may provide investment advisory and other services to various entities, including MAM-Managed Entities with investment objectives similar to and different than those of the Fund. The Adviser’s and the Sub-Advisers’ investment professionals will devote as much of their time to the affairs of the Fund as in their judgment is necessary and appropriate. Additionally, members of the Board may be members, employees, officers, advisers or directors of entities or advisory teams that provide advice to the general partner, adviser and/or operator of certain MAM-Managed Entities or may be third parties (including third-party Sub-Advisers and/or service providers). Members of the Investment Committee may also concurrently serve on the investment committees of other MAM-Managed Entities, alongside which the Fund may, from time to time, co-invest. As a result, conflicts of interests may arise in allocating investment opportunities between the Fund and the relevant co-investing MAM-Managed Entities. Such conflicts will be managed in accordance with MAM’s conflicts management procedures. There can be no assurance that the General Partner will resolve all conflicts of interest in a manner that is favorable to the Fund.\n\nRelated Party Transactions\n\nOn October 31, 2025, the Fund sold Class E Units, at a price per unit of $25 for aggregate consideration of $10,500,000, to an affiliate of the General Partner and the Adviser.\n\n \n\nDuring the fiscal year ended March 31, 2026, the Fund, indirectly through the Aggregator, purchased investments from affiliates of the Adviser in exchange for a total cash consideration of $9,805,183, as governed by the applicable deal documents.\n\n \n\nSee “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to Financial Statements—Note 8. Related Party Transactions” for additional information.\n\nState of Policy Regarding Transactions with Related Persons\n\nOur Board of Directors recognizes the fact that transactions with related persons may present risks of conflicts or the appearance of conflicts of interest. Our Board of Directors has adopted a written policy on transactions with related persons (the “Related Person Transaction Policy”). Under the Related Person Transaction Policy, the Independent Directors must review and approve or ratify any “related person transaction” (as defined below), including any material amendments or modifications to any “related person transaction.” A “related person transaction” is defined as any transaction that (i) would be required to be disclosed pursuant to Item 404(a) of Regulation S-K in which the Fund was or is to be a participant, (ii) the amount involved exceeds $120,000 in any fiscal year and (iii) in which any “related person” (as defined as paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest, other than an employment relationship or transaction involving an executive officer and any related compensation or compensation paid to any director for service on the Board. A “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangement or relationships, and also includes any material amendment or modification to an existing related person transaction.\n\nIn reviewing a related person transaction or proposed related person transaction, our Independent Directors shall consider all relevant facts and circumstances, including without limitation: (i) the relationship of the related person to the Fund, (ii) the nature and extent of the related person’s interest in the transaction, (iii) the material terms of the transaction, (iv) the business purpose of the transaction, (v) the importance and fairness of the transaction both to the Fund and to the related person, (vi) whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of Investors, (vii) whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Fund with non-related persons, if any, and (viii) any other matters that management or our Independent Directors deem appropriate.\n\n152\n\n[Table of Contents](#toc_page)\n\n \n\nIn addition, the Related Person Transaction Policy provides that our Independent Directors, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, considers whether such transaction would compromise the director’s status as an “independent director” under applicable independence standards, including: (i) as an independent director under the Partnership Agreement and governance guidelines; (ii) as a “non-employee director,” as applicable, under Rule 16b-3 under the Exchange Act; or (iii) as an independent director under Rule 10A-3 of the Exchange Act, if such director serves on the Audit Committee of the Board.\n\nPromoters and Certain Control Persons\n\nThe Adviser and the General Partner may be deemed promoters of the Fund. We have entered into the Advisory Agreement with the Adviser and the Partnership Agreement with the General Partner. The Adviser, for its investment management and its administrative services to us, is entitled to receive the Management Fee, in addition to the reimbursement of certain Fund expenses. The General Partner is also entitled to receive the Performance Allocation, as described herein. In addition, under the Advisory Agreement and Partnership Agreement, to the extent permitted by applicable law, we will indemnify the Adviser and the General Partner and certain of their affiliates.\n\nDirector Independence\n\nSee “Item 10. Directors, Executive Officers and Corporate Governance” for information on Fund’s Independent Directors and the definition of “independent.”\n\n153\n\n[Table of Contents](#toc_page)"}