v3.26.1
Related Party Transactions
3 Months Ended
Jun. 30, 2026
Macquarie Infrastructure Fund, L.P [Member]  
Related Party Transaction [Line Items]  
Related Party Transactions Related Party Transactions

Partnership Agreement

The General Partner will control the business and affairs of the Fund, with oversight of certain matters by the Board of Directors. While the General Partner is responsible for the day-to-day business management of the Fund, various rights and obligations of the General Partner will be delegated to and performed by the Adviser. The responsibilities of the General Partner are set out in the Partnership Agreement.

Performance Allocation

The General Partner or an affiliate will be entitled to a performance allocation (the “Performance Allocation”) in respect of each class of Units, with the exception of Class E Units, in an amount equal to 12.50% of the Fund’s total return for such class of Units, subject to a 5% annual hurdle amount and a high-water mark with a 100% catch-up, without duplication for any Performance Allocation paid by the Fund in respect of such class during such fiscal year.

For the three months ended June 30, 2026, the Fund recorded performance allocation of $275. As of June 30, 2026 and March 31, 2026, $308 and $33, respectively, was accrued and payable to the General Partner. For the comparative period from June 20, 2025 (Date of Incorporation) to June 30, 2025, the Fund did not incur any performance allocations.

Advisory Agreement

The management of the Fund is generally under the direction of the Adviser, at the delegation of the General Partner pursuant to the Advisory Agreement. Additionally, the Adviser has been delegated the ability to engage sub-advisers.

Management Fee

In consideration of the advisory services provided to the Fund by the Adviser, the Fund will pay the Adviser a management 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. Class E Units are not subject to the Management Fee, making it a class-specific expense.

The Management Fee is waived for the first twelve 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”). For the twelve months following the first anniversary of the Initial Closing, the Management Fee will be computed and payable monthly in arrears at the annual rate of 1% of the Fund’s NAV for Class S Units, Class D Units and Class I Units.

For the three months ended June 30, 2026, the Fund recorded management fees of $116, of which the Adviser waived all $116. For the comparative period from June 20, 2025 (Date of Incorporation) to June 30, 2025, the Fund incurred no management fees. The waived Management Fees are reported in management fees waived on the Condensed Statements of Operations.

Expense Limitation and Reimbursement Agreement

Pursuant to the Expense Limitation and Reimbursement Agreement, for a one-year term beginning on the Initial Closing and ending on the one-year anniversary thereof, the Adviser has agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Fund to the extent necessary so that the Fund’s annual Specified Expenses (as defined below) do not exceed 0.70%, on an annualized basis, of the sum of (a) the Fund’s net asset value as of the last calendar day of each calendar month or as otherwise determined by the Adviser and (b) to the extent deducted in the determination of the Fund’s net asset value as set forth in clause (a), accrued expenses, any accrued/allocated Management Fee, administration fee, Performance Allocation or Distribution and/or Servicing Fee applicable to certain classes, or distributions. Under the Expense Limitation and Reimbursement Agreement, the Fund has agreed to reimburse the amount of any forgone Management Fee and expenses paid, absorbed or reimbursed by the Adviser, when and if requested by the Adviser, within five years from the end of the month in which the Adviser waived, paid, absorbed or reimbursed such fees or expenses, but only if and to the extent that Specified Expenses, on an annualized basis, plus any recoupment, do not exceed 0.70% of the sum of (a) the Fund’s net asset value as of the last calendar day of each calendar month or as otherwise determined by the Adviser and (b) to the extent deducted in the determination of the Fund’s net asset value as set forth in clause (a), accrued expenses, any accrued/allocated Management Fee, administration fee, Performance Allocation or Distribution and/or Servicing Fee applicable to certain classes, or distributions, calculated as of the end of each calendar month on an annualized basis (or, if a lower expense limit under the Expense Limitation and Reimbursement Agreement is then in effect, such lower limit). The Adviser may recapture a Specified Expense in the same year it is incurred. This arrangement cannot be terminated within the one-year period beginning on the Initial Closing without the Board of Directors’ consent. For the three months ended June 30, 2026, the Fund did not reimburse any Specified Expenses under the Expense Limitation and Reimbursement Agreement.

The Adviser may, in its sole discretion, advance the organizational and offering expenses attributable to the Fund through the first anniversary of the Initial Closing. The Fund will be obligated to reimburse the Adviser for all such advanced organizational and offering expenses over the five years following the first anniversary of the Initial Closing. The Adviser will determine what organizational and offering expenses are attributable to the Fund , in its sole discretion.

“Specified Expenses” means all expenses incurred in the business of the Fund, including, among other things, organizational and offering expenses, professional fees, and fees and expenses of the Fund’s administrator, custodian and transfer agent, with the exception of (i) the Management Fee; (ii) the Performance Allocation; (iii) any Distribution and/or Servicing fee paid applicable to any Units, including the Distribution and/or Servicing Fee; (iv) transaction-related costs, including, without limitation, costs related to unconsummated transactions and hedging and other derivatives transactions; (v) interest payments; (vi) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vii) taxes; (viii) portfolio company expenses, Intermediate Entity expenses and ordinary corporate operating expenses; and (ix) extraordinary expenses (as determined in the sole discretion of the Adviser).

Foreign Currency Hedging Agreement

On October 31, 2025, the Adviser entered into a foreign currency hedging agreement (“FX Hedging Agreement”) with Macquarie Investment Management Global Limited (the “FX Service Provider”), an affiliate, pursuant to which the FX Service Provider is appointed to act as agent of the Fund to implement foreign currency hedging strategies.

Under the FX Hedging Agreement, the FX Service Provider enters into foreign exchange transactions, including spot and forward contracts, to hedge the Fund’s exposure to non-U.S. dollar denominated investments, in accordance with specified hedging instructions and target hedge ratios. The FX Service Provider is authorized to execute derivative transactions and related documentation with approved counterparties on behalf of the Fund.

The FX Service Provider is entitled to a fee calculated at an annual rate of 0.03% of the hedged notional exposure, subject to a minimum annual fee of $50,000, with such fees accrued monthly and invoiced quarterly. The Fund is also responsible for transaction-related costs incurred in connection with FX hedging activities. As of June 30, 2026, the Fund recognized $12,500 of such fees.

Proceeds from Units Issued

During the three months ended June 30, 2026, the Fund sold Class E Units to affiliates of the General Partner for aggregate consideration of $39,500,000. The offer and sale of the Class E Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) and Regulation D thereunder.

Feeder

MIF TE Feeder, L.P. is a feeder vehicle for the Fund. The Feeder was established to allow certain Investors with particular tax characteristics, such as tax-exempt Investors and non-U.S. Investors, to participate in the Fund in a more efficient manner. Investors in the Feeder will indirectly bear their pro rata portion of the management fee and performance participation allocation paid by the Fund, but such expenses will not be duplicated at the Feeder level.

MIF Cayman L.P [Member]  
Related Party Transaction [Line Items]  
Related Party Transactions

6. Related Party Transactions

 

Aggregator Partnership Agreement

 

The General Partner has exclusive authority to manage and control the business and affairs of the Aggregator, including responsibility for the day-to-day operations of the Aggregator. The responsibilities of the General Partner are set out in the Aggregator Partnership Agreement.

Acquisition of Investments from Affiliates

 

Macquarie, 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 a MAM-Managed Entity, or otherwise at cost plus roll forward or FMV, in each case as determined by the Adviser, plus related expenses, including transaction costs and a risk or similar premium.

During the three months ended June 30, 2026, the Aggregator acquired investments from affiliates at a cost of $13,433,580. Additionally, the Aggregator made further investment into an affiliated fund of $172,716,294.

Distributions

 

Pursuant to the Aggregator Partnership Agreement, distributions of cash or other assets are made at the discretion of the General Partner. Distributions generally consist of available cash and are expected to occur at least monthly; however in certain circumstances, the General Partner may elect not to make distributions, including to retain cash for partnership expenses or reserves.

Distributions from each underlying investment are generally made to limited partners which include MAM-Managed Entities and their affiliates, on a pro rata basis.

For the three months ended June 30, 2026, the Aggregator distributed $30,877,179 to MAM-Managed Entities and their affiliates.