Macquarie Infrastructure Fund Nears Launch, Reports $2K Net Assets

TL;DR

**Macquarie's new infrastructure fund is still in the starting blocks, with zero operational income and minimal net assets, so hold your horses on any big moves.**

AI Summary

Macquarie Infrastructure Fund, L.P. (the "Partnership") reported total assets of $2,034,000 and total liabilities of $2,032,000 as of September 30, 2025, resulting in net assets of $2,000. The Partnership, formed on June 20, 2025, had not yet commenced investment operations by the end of the reporting period, focusing instead on establishing its business. For the three months ended September 30, 2025, the Partnership reported zero net income, with total expenses of $905,000 (comprising $714,000 in organization expenses and $191,000 in professional fees) fully offset by a $905,000 reimbursement from Macquarie Wealth Advisers, LLC, its investment adviser. Cash and cash equivalents stood at $2,000. The Partnership received initial seed funding of $2,000 from its partners on July 31, 2025, which constituted its only capital contribution. Key liabilities included $1,841,000 in organization and offering costs payable and $191,000 in professional fees payable. The Partnership aims to generate capital appreciation and yield by investing in a globally diversified portfolio of infrastructure and infrastructure-like assets, with plans to acquire an initial portfolio from MIF International or Macquarie affiliates at fair market value after its Initial Closing.

Why It Matters

This filing provides an early look into Macquarie Infrastructure Fund, L.P.'s foundational financial structure before it begins active investment. For investors, it signals that the fund is still in its pre-operational phase, with initial capital contributions and organizational expenses being managed. The full reimbursement of expenses by the Adviser, Macquarie Wealth Advisers, LLC, is a positive sign for initial limited partners, indicating a commitment to minimize early-stage cost burdens. However, the lack of operational activity means investors are still waiting for concrete performance metrics. The fund's strategy to invest in global infrastructure assets positions it within a competitive and growing market, potentially impacting other infrastructure-focused funds and the broader real asset investment landscape.

Risk Assessment

Risk Level: low — The risk level is low because the fund has not yet commenced investment operations, as stated in Note 1, "As of September 30, 2025, the Partnership had not yet commenced its investment operations." Its net assets are only $2,000, and it has no revenue or significant liabilities beyond organizational costs, which are largely offset by reimbursements from the Adviser.

Analyst Insight

Investors should monitor future filings for the commencement of investment operations and the acquisition of the Initial Portfolio. Given the current pre-operational status, there is no immediate investment action required beyond understanding the fund's strategic intent and the backing of Macquarie Group.

Financial Highlights

debt To Equity

1016.0

revenue

$0

operating Margin

N/A

total Assets

$2,034,000

total Debt

$2,032,000

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$2,000

revenue Growth

N/A

Key Numbers

• $2.034M — Total Assets (As of September 30, 2025, indicating minimal initial capitalization.)
• $2.032M — Total Liabilities (As of September 30, 2025, primarily organizational and offering costs.)
• $2K — Net Assets (As of September 30, 2025, reflecting the pre-operational stage.)
• $0 — Net Income (For the three months ended September 30, 2025, due to full expense reimbursement.)
• $905K — Reimbursement from Adviser (Offsetting all incurred expenses for the quarter, demonstrating adviser support.)
• 420,000 — Class E Units Outstanding (As of November 18, 2025, indicating initial limited partnership units.)
• $2K — Capital Contribution (Received on July 31, 2025, representing initial seed funding.)

Key Players & Entities

• Macquarie Infrastructure Fund, L.P. (company) — registrant
• Macquarie Wealth Advisers, LLC (company) — investment adviser
• MIF GP, LLC (company) — general partner
• Macquarie Group (company) — parent company of the adviser
• U.S. Securities and Exchange Commission (regulator) — filing recipient
• MIF International (company) — source of initial portfolio assets
• $2,034,000 (dollar_amount) — total assets as of September 30, 2025
• $2,032,000 (dollar_amount) — total liabilities as of September 30, 2025
• $2,000 (dollar_amount) — net assets as of September 30, 2025
• $905,000 (dollar_amount) — total expenses and reimbursement from Adviser

FAQ

Risk Factors

• Early Stage and Pre-Operational Status [high — financial]: The Partnership was formed on June 20, 2025, and had not commenced investment operations as of September 30, 2025. Its total assets were $2,034,000 and total liabilities were $2,032,000, resulting in minimal net assets of $2,000. This pre-operational stage presents inherent risks associated with establishing a new investment fund.
• Dependence on Investment Adviser [medium — operational]: The Partnership relies heavily on Macquarie Wealth Advisers, LLC for its operations and management. All expenses incurred during the three months ended September 30, 2025, totaling $905,000, were fully reimbursed by the adviser. This dependence could pose a risk if the adviser's performance or relationship changes.
• Significant Organization and Offering Costs [medium — financial]: As of September 30, 2025, the Partnership had $1,841,000 in organization costs payable and offering costs payable, representing a substantial portion of its total liabilities ($2,032,000). These costs are critical for the fund's establishment but also represent a significant upfront financial commitment.
• Future Investment Strategy Uncertainty [medium — market]: The Partnership plans to acquire an initial portfolio from Macquarie affiliates after its Initial Closing. The success of the fund will depend on the ability to execute this strategy and acquire assets at fair market value, which carries market risk related to asset valuation and portfolio construction.

Industry Context

The infrastructure investment fund sector is characterized by long-term, capital-intensive assets. Funds typically aim for stable cash flows and capital appreciation by investing in essential services like utilities, transportation, and energy. Competition involves securing attractive assets and managing them efficiently to deliver returns to investors.

Regulatory Implications

As a newly formed investment fund, Macquarie Infrastructure Fund, L.P. is subject to securities regulations governing fund formation, disclosure, and operations. Compliance with SEC rules and reporting requirements is critical. The fund's reliance on affiliated entities for initial asset acquisition may also attract regulatory scrutiny regarding fair valuation and potential conflicts of interest.

What Investors Should Do

1. Monitor Initial Portfolio Acquisition
2. Evaluate Expense Reimbursement Structure
3. Assess Management Team's Execution Capability
4. Review Risk Factors in Detail

Key Dates

• 2025-06-20: Partnership Formation — Marks the official establishment of Macquarie Infrastructure Fund, L.P. as a legal entity.
• 2025-07-31: Initial Seed Funding Received — The Partnership received its initial $2,000 capital contribution from partners, enabling basic operational setup.
• 2025-09-24: Filing of Registration Statement Amendment No. 1 — Provided updated risk factors and forward-looking statement context, crucial for potential investors.
• 2025-09-30: End of Reporting Period — The date as of which the financial statements (Statement of Assets and Liabilities) are reported.
• 2025-09-30: End of Three-Month Period — The period for which the Statement of Operations and Statement of Cash Flows are reported.

Glossary

Deferred offering costs

Costs incurred in connection with the offering of securities that have not yet been expensed. These are typically capitalized and amortized over the life of the offering or recognized upon completion. (Represents a significant asset ($1,127,000) for the Partnership, related to the costs of issuing its units.)

Organization expenses

Costs incurred in establishing a new business entity, such as legal fees, accounting fees, and filing fees. (A major expense category ($714,000) for the Partnership during its formation phase.)

Professional fees

Fees paid to external professionals, such as lawyers, accountants, or consultants, for services rendered. (Represents $191,000 in expenses and $191,000 in payables for the Partnership, indicating reliance on external expertise.)

Reimbursement from the Adviser

An amount paid back to the Partnership by its investment adviser, typically to cover certain operational or organizational expenses. (Crucially, this $905,000 reimbursement fully offset all expenses for the period, resulting in zero net income.)

Net assets attributable to the Partners

The total value of the Partnership's assets minus its liabilities, representing the equity held by the partners. (Stood at a minimal $2,000 as of September 30, 2025, reflecting the fund's early stage.)

Year-Over-Year Comparison

This is the first 10-Q filing for Macquarie Infrastructure Fund, L.P., as it was formed on June 20, 2025. Therefore, there are no prior period comparisons available for metrics such as revenue, net income, or debt-to-equity ratios. The current filing reflects the fund's pre-operational status with minimal assets and liabilities, and zero net income due to full expense reimbursement by the investment adviser.

Filing Documents

• d84988d10q.htm (10-Q) — 327KB
• d84988dex311.htm (EX-31.1) — 6KB
• d84988dex312.htm (EX-31.2) — 6KB
• d84988dex321.htm (EX-32.1) — 5KB
• d84988dex322.htm (EX-32.2) — 5KB
• 0001193125-25-286456.txt ( ) — 1628KB
• ck0002079966-20250930.xsd (EX-101.SCH) — 297KB
• d84988d10q_htm.xml (XML) — 114KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) 1 2 3 4

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 14 Item 4.

Controls and Procedures

Controls and Procedures 15 Part II. Other Information 16 Item 1.

Legal Proceedings

Legal Proceedings 16 Item 1A.

Risk Factors

Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5. Other Information 16 Item 6. Exhibits 17

FORWARD-LOOKING STATEMENTS; RISK FACTOR SUMMARY

FORWARD-LOOKING STATEMENTS; RISK FACTOR SUMMARY This Quarterly Report on Form 10-Q may contain forward-looking statements, which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies, portfolio management and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as "intend," "goal," "estimate," "expect," "project," "projections," "plans," "seeks," "anticipates," "will," "should," "could," "may," "designed to," "foreseeable future," "believe," "scheduled" and similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Potential Investors should not rely on these statements as if they were fact. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including the factors described elsewhere in this Quarterly Report on Form 10-Q and in "Item 1A. Risk Factors" in Amendment No. 1 to the Form 10 Registration Statement (the "Registration Statement"), filed on September 24, 2025 with the U.S. Securities and Exchange Commission (the "SEC"), as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report and in our other periodic filings. The forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Macquarie Infrastructure Fund, L.P. (Dollars in thousands) Notes September 30, 2025 Assets Cash and cash equivalents 3 2 Deferred offering costs 4 1,127 Due from the Adviser 4 905 Total assets $ 2,034 Liabilities Organization costs payable and offering costs payable 4 1,841 Professional fees payable 4 191 Total liabilities $ 2,032 Contingent liabilities and commitments 8 Net assets $ 2 Net assets attributable to the Partners comprised of Limited Partner 7 1 General Partner 1 Total net assets attributable to the Partners $ 2 The accompanying notes form an integral part of the financial statements. 1 Table of Contents Macquarie Infrastructure Fund, L.P. (Dollars in thousands) Notes Three Months Ended September 30, 2025 Expenses Organization expenses 4 714 Professional fees 4 191 Less: Reimbursement from the Adviser ( 905 ) Total expenses — Net income — Increase (decrease) in net assets attributable to the Partners from operations $ — The accompanying notes form an integral part of the financial statements. 2 Table of Contents Macquarie Infrastructure Fund, L.P. (Dollars in thousands) Notes Limited Partner General Partner Total Net assets attributable to the Partners as of June 30, 2025 $ — $ — $ — Capital contribution 6 1 1 2 Increase (decrease) in net assets attributable to the Partners from operations — — — Net assets attributable to the Partners as of September 30, 2025 $ 1 $ 1 $ 2 The accompanying notes form an integral part of the financial statements. 3 Table of Contents Macquarie Infrastructure Fund, L.P. (Dollars in thousands) Three Months Ended September 30, 2025 Cash flows from operating activities Net

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View this 10-Q filing on SEC EDGAR