A. Advisory Firm
Macquarie Infrastructure Partners Inc. (the “Registrant”), the registered investment adviser, is a
Delaware corporation. It was incorporated on January 3, 2006 and has been registered since April
11, 2008.
The Registrant is ultimately owned by Macquarie Group Limited (“MGL”), the ultimate parent of
the Macquarie Group, a multi-national financial services company, via the following holding
structure:
Macquarie Group Limited
(Australian Securities Exchange listed entity, stock code ASX: MQG)
Direct 100% owner
Privately-held intermediate subsidiaries
Direct 100% owner
Macquarie Infrastructure and Real Assets Inc.
Direct 100% owner
Macquarie Infrastructure Partners Inc.
As used herein, the “Macquarie Group” or “Macquarie” means MGL and its worldwide direct and
indirect subsidiaries.
B. Advisory Services Provided
The Registrant’s investment advisory services to the Partnerships (as defined below) consist of
providing day-to-day managerial and administrative services to the Partnerships and entities
through which co-investors co-invest with the Partnerships or to co-investors directly (“Co-
Investment Clients”, and together with the Partnerships, “Clients”, and each a “Client”), including
investigating, analyzing, structuring and negotiating potential investments, monitoring the
performance of portfolio companies, and advising the Partnerships regarding disposition
opportunities. These tailored services are outlined in the respective management agreements in
place between the Registrant and the Partnerships and for the Co-Investment Clients are outlined
in the respective advisory arrangements in place between the Registrant and the Co-Investment
Clients.
The Registrant provides discretionary and non-discretionary investment supervisory services to
Co-Investment Clients and other separately managed accounts and non-discretionary accounts
and discretionary investment supervisory services to private investment-related funds (each, a
“Partnership” or “Client”, and collectively, the “Partnerships” or “Clients”), including:
Macquarie Infrastructure Partners III, L.P., its related fund vehicles, and any alternative
investment vehicles in respect of them (collectively, “MIP III”);
Macquarie Infrastructure Partners IV, L.P., its related fund vehicles, and any alternative
investment vehicles in respect of them (collectively, “MIP IV”);
Macquarie Infrastructure Partners V, L.P., its related fund vehicles, and any alternative investment
vehicles in respect of them (collectively, “MIP V”); and
Macquarie Infrastructure Partners VI, L.P., its related fund vehicles, and any alternative investment
vehicles in respect of them (collectively, “MIP VI”).
Macquarie Infrastructure Partners A, L.P., its related fund vehicles, and any alternative investment
vehicles in respect of them (collectively, “MIP I”) has been fully realized as of February 20, 2020
and has been wound up as of December 30, 2021. Macquarie Infrastructure Partners II U.S., L.P.,
its related fund vehicles, and any alternative investment vehicles in respect of them (collectively,
“MIP II”) has been fully realized as of December 30, 2020 and has been wound up as of December
28, 2022. MIP III, MIP IV and MIP V are no longer accepting capital commitments from new
investors.
The Registrant is affiliated with (i) Macquarie Infrastructure and Real Assets (Europe) Limited
(“MIRAEL”), which is authorized by the United Kingdom Financial Conduct Authority as a “full
scope” alternative investment fund manager (“AIFM”) to manage Macquarie Infrastructure
Partners IV SCSp (“MIP IV EU Fund”) for the purposes of the Alternative Investment Fund
Managers Directive (“AIFMD”) as implemented in the United Kingdom, and (ii) Macquarie Asset
Management Europe S.à r.l. (“MAM Real Assets Lux” and together with MIRAEL, the “MAM Real
Assets AIFMs”), which is authorized by the Commission de Surveillance du Secteur Financier of
the Grand Duchy of Luxembourg (the “CSSF”) as an AIFM to manage Macquarie Infrastructure
Partners V SCSp (“MIP V EU Fund”) and Macquarie Infrastructure Partners VI SCSp (“MIP VI EU
Fund”) pursuant to the law of 12 July 2013 on Alternative Investment Fund Managers, as may be
amended from time to time, which has implemented the AIFMD in Luxembourg. MIRAEL
separately files reports as an exempt reporting adviser with the SEC. MIRAEL has entered into a
sub-advisory agreement with the Registrant under which the Registrant provides certain
investment advisory services to MIRAEL for the ultimate benefit of MIP IV EU Fund. The
Registrant has also entered into a sub-advisory agreement with MIRAEL which has entered into
an investment management agreement with MGREF 2 Luxembourg GP S.à r.l. (“MGREF2 Lux”),
the general partner of Macquarie GIG Renewable Energy Fund 2 SCSp (“MGREF2”) pursuant to
which MGREF2 Lux has appointed MIRAEL as AIFM of MGREF2 and has delegated to MIRAEL
the provision of management service in respect of MGREF2. MAM Real Assets Lux has entered
into a portfolio management agreement with the Registrant and the MIP V EU Fund and MIP VI
EU Fund, pursuant to which the Registrant provides portfolio management services to the MIP V
EU Fund and MIP VI EU Fund. For purposes herein, MIP IV EU Fund, MIP V EU Fund and MIP
VI EU Fund are each a “Partnership” or “Client” on the basis of such sub-advisory or advisory
arrangement between the applicable
MAM Real Assets AIFM and the Registrant.
The Partnerships and Co-Investment Clients and their related vehicles invest in and divest
interests in infrastructure assets through negotiated transactions in operating entities (or holding
entities thereof). Special purpose entities have been organized to serve as the general partner (or
equivalent) of one or more Partnerships (such entities, together with any future affiliated general
partner entities, each, a “General Partner,” and collectively, the “General Partners”). The General
Partners are 100% commonly controlled affiliates of the Registrant. When Co-Investment Clients
invest in infrastructure assets alongside MIP III, MIP IV, MIP V or MIP VI through holding entities
of operating entities (“Holding Companies”, and each, a “Holding Company”), the General Partner
of MIP III, MIP IV, MIP V or MIP VI, or an affiliate thereof, will typically be the general partner or
similar controlling entity of such vehicle.
The Registrant advises on privately-negotiated acquisitions and dispositions of securities of core
and core-plus infrastructure and infrastructure-related companies and the acquisition and
disposition of infrastructure and infrastructure-related assets (“Portfolio Investments”). Portfolio
Investments may include, without limitation, gas and electricity distribution and transmission
networks; midstream energy; renewable energy projects; toll roads; airports and related
infrastructure; telecommunications infrastructure; point-to-point rail links; marine container
terminals and reload infrastructure; ports; waste management; and water and waste-water related
businesses which are predominantly in the U.S. and Canada. Equity-related securities may
include preferred stock, warrants, convertible debt or preferred stock, partnership or similar
interests in operating entities (or holding companies thereof), options and other derivative type
securities. While not its principal focus, the Registrant may from time to time advise Clients on
investments in (a) cash instruments or short-term debt instruments, pending investment,
reinvestment or distribution to its investors or (b) real estate-related securities. Each Client will
hold a substantial portion of its assets in restricted securities, but generally will seek registration
rights or other liquidity features in connection with investments to enable it to exit the investment
at an appropriate point under the individual circumstances of each investment. Clients will
typically, directly or through Holding Companies or portfolio companies, use leverage in
connection with their investments. Additionally, MIP IV, MIP V and MIP VI may invest in debt
securities and instruments, so long as any such investment in debt securities and/or instruments:
(A)(i) is made with a view to (including in anticipation of the possibility of) a restructuring in which
MIP IV, MIP V or MIP VI would receive an equity interest, (ii) is intended to facilitate consummation
of an equity investment or is made in an entity in which MIP IV, MIP V or MIP VI is, directly or
indirectly, acquiring or already holds an equity or equity- like interest or (iii) is in convertible
instruments or coupled with warrants or other equity style derivatives to provide the potential for
equity-like exposure or (B) other than debt securities and instruments specified in the preceding
clauses (i)-(iii), does not exceed certain thresholds as set forth in MIP IV’s, MIP V’s or MIP VI’s
partnership agreements (collectively, “Permitted Debt Investments”). With regard to Permitted
Debt Investments, MIP IV and MIP V and MIP VI in most cases would not control or have
significant influence over the management and/or operations of the relevant portfolio company.
Employees of the Registrant or affiliates will typically serve on a portfolio company’s board of
directors (or similar governing body) or otherwise act to influence control or management of
companies held by the Clients. Co-Investment Clients will typically delegate to the Registrant, the
applicable General Partner, or a designee thereof the right to appoint directors to the boards of
directors (or the equivalent representatives of equivalent governing bodies) of portfolio companies
and, to the extent applicable, Holding Companies.
From time to time, the Registrant may engage in derivatives transactions for the Clients, including
option, currency and similar transactions. Derivatives transactions will generally be used for
hedging purposes and are intended to be de minimis.
C. Tailored Advisory Services and Restrictions
The Registrant provides services tailored to the specific needs of each Partnership based on the
investment objectives, and applicable restrictions, set forth in each Partnership’s limited
partnership agreement and, in the case of Co-Investment Clients, the applicable restrictions set
forth in the relevant advisory arrangements. The Registrant does not tailor its services to individual
investors in the Partnerships.
D. Wrap Fee Programs
The Registrant does not participate in wrap fee programs.
E. Assets under Management
The amount of assets under management as at March 31, 2023 is:
Discretionary: $27,536,758,319
Non-Discretionary: $644,299,947
Total: $28,181,058,267