{"url_path":"/sec/cik-0002079966/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations","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":3993,"has_tables":true,"body_markdown":"Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations\n\nThe following discussion and analysis should be read in conjunction with the financial statements and the related notes of Macquarie Infrastructure Fund, L.P. and MIF Cayman, L.P. included in Item 8 of Part II of this Form 10-K. This discussion contains forward-looking statements and actual results may differ materially from those contained in or implied by any forward-looking statements. As used herein, the “Fund,” “we,” “us,” and “our” collectively refer to Macquarie Infrastructure Fund, L.P., \"the Aggregator\" refers to MIF Cayman, L.P., and “MIF US” refers to the Fund, together with its consolidated subsidiaries, and may include MIF TE Feeder, L.P. (the “Feeder”), one or more entities through which the General Partner or any of its affiliates may, in its sole discretion, cause the Fund to hold certain investments, directly or indirectly (“Intermediate Entities”) and any parallel vehicles established by, or at the direction of, the General Partner or any affiliate thereof to invest alongside the Fund (“Parallel Funds”).\n\nThe investment activities of the Fund are primarily carried out through the Aggregator. As such, in this discussion and analysis, we believe it is important to present information for both the Fund and the Aggregator. The financial statements of each entity are presented in “Item 8. Financial Statements and Supplementary Data” of this document.\n\nOverview\n\nThe Fund was organized on June 20, 2025 as a limited partnership under the laws of the State of Delaware. The Fund is a private fund exempt from registration under Section 3(c)(7) of the 1940 Act. The Fund is considered an investment company under the accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”).\n\nOur investment objective is to generate capital appreciation and yield over the medium-to-long term. There can be no assurance that MIF US will achieve its investment objective or that MIF US’s investment strategies will be successful. We will seek to achieve this 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 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\nThe Fund may invest in Eligible Real Assets directly in portfolio companies, 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. In order to provide for a liquidity reserve as well as help deliver yield, the Fund intends to invest a portion of its assets in debt investments to infrastructure and infrastructure-adjacent borrowers and liquid fixed income, liquid equity investments, cash and cash-like investments and such other appropriate investments, as determined by the Adviser from time to time.\n\nInvestment Portfolio\n\nThe Fund has acquired investments through the Aggregator, which is jointly owned with MIF International. MIF International had a fund inception date of February 28, 2025, and as a result of the Aggregator structure in place, the Fund has access to an already diversified portfolio of existing infrastructure assets.\n\nAs of March 31, 2026, our portfolio comprises 10 infrastructure equity investments and 4 infrastructure debt investments. As of March 31, 2026, the Fund’s transactional NAV is $11,714,650.\n\nRecent Developments\n\nDuring the period ended March 31, 2026, public markets experienced heightened volatility, driven by the impact of U.S. and reciprocal tariffs and ongoing uncertainty in global economic markets. To date there has been significant uncertainty as to the outcome of ongoing global trade negotiations, the extent of retaliatory measures taken by other countries, the potential for a prolonged U.S. government shutdown, geopolitical instability stemming from the conflicts in Ukraine and Iran and escalating conflicts in other parts of the Middle East and the ultimate impact on the U.S. and global economies.\n\nA prolonged period of policy-driven uncertainty and continued market volatility increases the likelihood of a slowdown in the U.S. and global economies which could adversely affect us, our investors, our portfolio companies and the value of the underlying assets related to our investments. Historically, private markets have exhibited lower levels of volatility compared to public equities during periods of market disruption, offering investors potential diversification benefits. We believe private markets strategies provide unique opportunities for value creation through strategic and operational support, enabling\n\n103\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nportfolio companies to unlock their full potential. However, ongoing fluctuations in industry dynamics, regulatory developments, and broader macroeconomic factors may continue to contribute to elevated levels of market volatility both in the United States and internationally.\n\nResults of Operations\n\nFrom inception through October 30, 2025, we had not commenced our principal operations and were focused on our formation and preparation for fundraising and the commencement of investment operations. On October 31, 2025, the Fund commenced investment activity. Our key financial measures and the results of operations are discussed below. As there was no activity in periods prior to the current fiscal year, no comparative information is presented.\n\nRevenues\n\nWe generate revenues primarily from our investments, including dividends and capital appreciation on our investments. To a lesser extent, we also generate revenue in the form of interest income from our investments in debt, which may be used to generate income, facilitate capital deployment and provide a potential source of liquidity.\n\nRevenues for the period ended March 31, 2026 were $42,582. Revenue was primarily attributable to (i) dividends received from certain portfolio investments, reflecting a combination of operating performance, cash generation and the timing of dividends at the portfolio company level, which were subsequently passed through to investors, and (ii) income earned on cash and cash equivalents.\n\nExpenses\n\nOrganizational Expenses\n\nOrganizational expenses include, among other things, the cost of incorporating the Fund and the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred. For the period ended March 31, 2026, the Fund incurred organizational expenses of $1,406,654, which have been recorded as an expense on the Statement of Operations. As of March 31, 2026, organizational expenses payable amounting to $1,383,154 are included within organizational expenses and offering costs payable in the Statement of Assets and Liabilities.\n\nOffering Costs\n\nOffering costs include registration fees and legal fees regarding the preparation of the initial registration statement and costs in connection with the continuous offering of Units of the Fund. Offering costs are recognized as a deferred charge and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations. For the period ended March 31, 2026, the Fund recognized amortization of offering costs in the amount of $862,967. As of March 31, 2026, the remaining unamortized balance of $1,557,033 is included within deferred offering costs, in the Statement of Assets and Liabilities. As of March 31, 2026, offering costs payable amounting to $2,420,000 are included within organizational expenses and offering costs payable in the Statement of Assets and Liabilities.\n\nProfessional Fees\n\nProfessional fees include, but are not limited to, administrative, audit, tax, and legal fees. For the period ended March 31, 2026, the Fund incurred professional fees of $1,958,321, of which $1,852,386 is included within professional fees payable in the Statement of Assets and Liabilities as of March 31, 2026.\n\nUnrealized Gain (Loss) on Investments\n\nThe Fund generates income primarily from its investment in the Aggregator. The Fund has an interest of 1.24% in the Aggregator as of March 31, 2026. For the period ended March 31, 2026, the Aggregator generated a net increase in net assets resulting from operations of $95,112,423, which resulted in the Fund recognizing a net change in unrealized gain (loss) on investments of $1,268,706. There were no net realized gains or losses from the investment in the Aggregator for the period ended March 31, 2026. Key drivers of the results of operations of the Aggregator are discussed below.\n\n104\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nAggregator Income, Expenses and Net Realized and Unrealized Gain (Loss) on Investments and Translation of Assets and Liabilities in Foreign Currencies\n\nThe Aggregator generates income from investments in infrastructure investments, including dividends on our investments. We also generate income in the form of interest income from our investments in debt and other securities.\n\nThe Aggregator’s infrastructure investments and debt and other securities also generate net realized and unrealized gains and losses and net realized and unrealized gains and losses of foreign exchange translation of assets and liabilities denominated in foreign currencies. Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized gains or losses previously recognized. Net change in unrealized gains or losses reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized.\n\nAggregator Net Investment Income (Loss)\n\nFor the period ended March 31, 2026, the Aggregator’s net investment income was $5,967,280.\n\nAggregator Income\n\nFor the period ended March 31, 2026, the Aggregator generated $6,285,723 in total income, of which $5,007,958 and $1,277,765 consisted of dividend income and interest income, respectively.\n\nAggregator Expenses\n\nFor the period ended March 31, 2026, the Aggregator incurred $318,443 in total expenses.\n\nHedging\n\nThe Fund may, but is not obliged to, engage in hedging transactions for the purpose of efficient portfolio management. The Adviser may review the hedging policy of the Fund from time to time depending on movements and projected movements of the relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Fund at the relevant time.\n\nFinancial Condition, Liquidity and Capital Resources\n\nFor the period ended March 31, 2026, the Fund had total assets of $13,210,148, which was caused by the Fund commencing operations, investment activity, and increase in fair value of the Aggregator. As of March 31, 2026, the Aggregator had total assets of $895,959,930.\n\nFor the period ended March 31, 2026, the Fund had total liabilities of $6,093,704 which was driven by operational expenses for commencing and maintaining the Fund. As of March 31, 2026, the Aggregator had total liabilities of $1,193,061, which was driven by organizational expenses payable of $110,147, and accounts payable and accrued expenses of $904,164.\n\nWe expect to generate cash primarily from (i) the net proceeds of our continuous private offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities which are then invested into the Aggregator.\n\nOur primary use of cash will be for (i) making alternative infrastructure and infrastructure related investments, (ii) the cost of operations (including the management fee and performance allocation), (iii) debt service of any borrowings, (iv) periodic redemptions, including under the Redemption Program (as described in “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to the Financial Statements— Note 7. Net Assets” of the Fund’s financial statements), and (v) cash distributions to investors.\n\nCash Flows\n\nAs of March 31, 2026, the Fund’s cash and cash equivalents and the continuous offering of Units are expected to be sufficient for investing activities and to conduct operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our Units.\n\n105\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nAs of March 31, 2026, the Fund had $342,030 in cash and cash equivalents, including net proceeds from the continuous private offering of Units, we expect to be sufficient to conduct operations in the near term. See “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to the Financial Statements—Note 9. Commitments and Contingencies” of the Fund’s financial statements for quantitative details on future commitments to new and existing investments.\n\nAs of March 31, 2026, the Aggregator had $4,203,051 in cash and cash equivalents which we expect to be sufficient for investing activities and to conduct operations in the near term.\n\nAs of March 31, 2026, the Aggregator had conditional commitments of $1,210,973,891 to investments. As of March 31, 2026, the Aggregator had unfunded commitments of $492,598,433 to existing investments which are generally due upon demand. Included in the unfunded commitments is EUR8,556,838 ($9,859,189), GBP139,739,133 ($184,273,955) and AUD359,739,469 ($246,385,562). These amounts remain unfunded as they relate to reserves for future capital deployments on existing investments and capital commitments to investment funds that have not yet been called. Commitments are expected to be funded by available cash and cash generated from capital contributions and investment sale realizations. The Aggregator expects to continue making fund commitments in the future and, at times, reevaluate commitments to existing vehicles.\n\nTransactional Net Asset Value\n\nThe Fund calculates its transactional NAV per Unit in accordance with the Fund’s valuation policies and procedures. Transactional NAV is the price at which it sells and redeems its Units and serves as a basis for certain fees incurred by the Fund. The Adviser also evaluates changes to transactional NAV to monitor fund performance. Transactional NAV is based on the month-end values of its investments and the deduction of any liabilities, including certain fees and expenses, in all cases as determined in accordance with the Fund’s valuation policy. Certain contingent tax liabilities may not be recognized as a reduction to transactional NAV if the General Partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment.\n\n \n\n \n\n \n\nMarch 31, 2026\n\n \n\nComponents of the Fund’s Transactional Net Asset Value\n\n \n\n \n\n \n\nInvestment in affiliated fund\n\n \n\n$\n\n11,073,581\n\n \n\nDue from the Adviser\n\n \n\n \n\n2,352,085\n\n \n\nCash and cash equivalents\n\n \n\n \n\n342,030\n\n \n\nPrepaid assets\n\n \n\n \n\n130,443\n\n \n\nDerivatives, at fair value\n\n \n\n \n\n55,677\n\n \n\nInvestments\n\n \n\n \n\n49,854\n\n \n\nDue from Affiliate\n\n \n\n \n\n1,530\n\n \n\nProfessional fees payable\n\n \n\n \n\n(1,852,386\n\n)\n\nAccounts payable and accrued expenses\n\n \n\n \n\n(227,617\n\n)\n\nPromissory notes\n\n \n\n \n\n(110,000\n\n)\n\nAdministration fees payable\n\n \n\n \n\n(62,500\n\n)\n\nDerivative liabilities, at fair value\n\n \n\n \n\n(38,014\n\n)\n\nPerformance allocation payable\n\n \n\n \n\n(33\n\n)\n\nTransactional Net Asset Value\n\n \n\n$\n\n11,714,650\n\n \n\n \n\nThe transactional NAV per Unit for each class of the Fund was as follows:\n\n \n\n \n\n \n\nMarch 31, 2026\n\n \n\n \n\n \n\nTransactional\nNAV per Unit\n\n \n\n \n\nNumber of units\n\n \n\nClass E\n\n \n\n$\n\n27.88\n\n \n\n \n\n \n\n420,000\n\n \n\nClass I\n\n \n\n$\n\n27.10\n\n \n\n \n\n \n\n110\n\n \n\n \n\n106\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nThe following table reconciles GAAP Net Asset Value to the Fund’s transactional NAV.\n\n \n\n \n\n \n\nMarch 31, 2026\n\n \n\nGAAP Net Asset Value\n\n \n\n$\n\n7,116,444\n\n \n\nAdjustments\n\n \n\n \n\n \n\nOrganizational expenses\n\n \n\n \n\n1,406,654\n\n \n\nOffering expenses\n\n \n\n \n\n862,967\n\n \n\nSpecified Expenses (a)\n\n \n\n \n\n2,328,585\n\n \n\nTransactional Net Asset Value\n\n \n\n$\n\n11,714,650\n\n \n\n \n\n(a)\nSpecified Expenses as defined in “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to the Financial Statements—Note 8. Related Party Transactions” of the Fund’s financial statements.\n\nCritical Accounting Policies and Estimates\n\nThe preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.\n\nFair Value\n\nAs an investment company under ASC 946, the Fund and Aggregator are required to report investments, including those for which current market values are not readily available, at fair value in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”). ASC 820 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. The fair value process is used to both recognize investments in accordance with GAAP and for purposes of computing a monthly transactional NAV.\n\nInvestment in the Aggregator\n\nThe Fund’s investment in the Aggregator is generally valued based on the latest NAV reported or provided by the investment adviser or investment manager. NAV as a practical expedient is appropriate if the reported NAV of the investment in the Aggregator is calculated in a manner consistent with the measurement principles applied to investment companies. If the latest NAV of the Aggregator is not available at the time the Fund is calculating its NAV, the Adviser will update the last available NAV by recognizing any cash flow activity for the investment fund during the month. Cash flows since the reference date of the last NAV received by an investment fund are recognized by adding the nominal amount of investment-related capital calls and deducting the nominal amount of investment-related distributions from the NAV as reported.\n\nDirect Investments that Are Publicly Traded in Active Markets\n\nSecurities that are publicly traded and for which market quotations are readily available will be valued at the closing price of such securities in the principal market in which the security trades. If market quotations are not readily available, the fair value will be determined in good faith by the Adviser using a widely accepted valuation methodology on the valuation date.\nIn some cases, securities will include legal and contractual restrictions that limit their purchase or sale for a period of time. A discount to the publicly traded price may be appropriate in instances where a legal restriction is a characteristic of the security. The amount of the discount, if taken, will be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.\n\nDirect Investments that Are Not Publicly Traded\n\nInvestments for which market prices are not observable include investments in common equity or preferred equity of operating companies. The primary methodology for determining the fair values of such investments is generally the income approach, whereby fair value is derived based on the present value of cash flows that a business, or security is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which\n\n107\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nincludes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. The Adviser’s secondary methodology, generally used to corroborate the results of the income approach, is typically the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions or assets are comparable. In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability-weighted methods and/or recent round of financing. Generally, material differences between the primary and secondary approaches will be investigated and updates may be made to model inputs as deemed necessary.\n\nDebt Investments\n\nIn general, debt investments will be valued by the Adviser based on market quotations or at fair value determined in accordance with the valuation policy and are accounted for on a settlement basis. Market quotations may be obtained from third-party pricing service providers or, if not available from third-party pricing service providers, broker-dealers for certain of the Aggregator’s debt investments. Securities that are traded publicly on an exchange or other public market (stocks, exchange traded derivatives and securities convertible into publicly traded securities, such as warrants) will be valued at the closing price of such securities in the principal market in which the security trades. If market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value will be determined in good faith by the Adviser. The primary methodology for determining the fair value of such investments is generally a yield analysis whereby the Adviser determines if there is adequate collateral value supporting such investments and whether the investment’s yield approximates market yield. If the market yield is estimated to approximate the investment’s yield, then such investment is valued at its par value. If the market yield is not estimated to approximate the investment’s yield, the Adviser will project the expected cash flows of the investment based on its contractual terms and discount such cash flows back to the valuation date based on an estimated market yield. Market yield is estimated based on a variety of inputs regarding the collateral asset(s) performance and capital market conditions, in each case as determined in good faith by the Adviser. The Adviser may determine that certain investments in debt investments will be valued using different procedures.\n\nPrinciples of Consolidation\n\nThe Fund and the Aggregator are both investment companies under ASC 946. There is inherent judgment in how to apply ASC Topic 810, Consolidation (“ASC 810”), to instances where an investment company invests in another investment company as generally investment companies do not consolidate their investments and rather report them at fair value. The Fund considered the guidance in ASC 810, ASC 946 and certain SEC industry guidance in concluding that non-consolidation of the Aggregator by the Fund has been deemed appropriate. In considering ASC 810, the following factors were deemed important in supporting a conclusion that the Fund does not have a controlling financial interest in the Aggregator: (a) the Aggregator’s purpose is to pool investments across funds from various regions, (b) there is no contractual mechanism for the Fund to control the Aggregator and (c) essentially all of the Aggregator’s activities are not conducted on behalf of the Fund. The Fund believes non-consolidation is the financial presentation that most meaningfully presents the financial position and results of operations.\n\nRecent Accounting Pronouncements\n\nSee “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to the Financial Statements—Note 2. Summary of Significant Accounting Policies” and “Item 8. Financial Statements and Supplementary Data—Financial Statements of MIF Cayman, L.P.—Notes to the Financial Statements—Note 2. Summary of Significant Accounting Policies” for a discussion concerning recent accounting pronouncements.\n\nOff-Balance Sheet Arrangements\n\nWe currently do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.\n\n108\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nContractual Obligations and Commitments\n\nFor contractual obligations and commitments extending beyond March 31, 2026, see “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P.—Notes to the Financial Statements—Note 9. Commitments and Contingencies” and “Item 8. Financial Statements and Supplementary Data—Financial Statements of MIF Cayman, L.P.—Notes to the Financial Statements—Note 9. Commitments and Contingencies.”\n\nRelated Parties\n\nThe Fund and the Aggregator may engage in transactions with affiliates of Macquarie, including entities managed or advised by MAM-Managed Entities.\n\nMacquarie, MAM-Managed Entities and their affiliates may hold or acquire assets and contribute or sell such assets to the Fund, the Aggregator or their subsidiaries. These transfers may occur in kind, at FMV if transferred from Macquarie, a MAM-Managed Entity or any of their affiliates, at cost or otherwise at cost plus roll forward, in each case as determined by the Adviser, plus related expenses, including transaction costs and a risk or similar premium. See “Item 8. Financial Statements and Supplementary Data—Financial Statements of Macquarie Infrastructure Fund, L.P. —Notes to the Financial Statements—Note 8. Related Party Transactions” and “Item 8. Financial Statements and Supplementary Data—Financial Statements of MIF Cayman, L.P.—Notes to the Financial Statements—Note 8. Related Party Transactions” for details of the Fund’s related party transactions."}