SecProbe.io

CORRESP
1
filename1.htm

    Simpson
    Thacher & Bartlett llp

    900
                                            G Street NW

    Washington,
    D.C. 20001

    telephone:
                                            +1-202-636-5500

    facsimile:
    +1-202-636-5502

    Direct
                                            Dial Number

    +1-202-636-5915

    E-mail
                                            Address

    nathan.briggs@stblaw.com

September 24, 2025

Via EDGAR

Aisha Adegbuyi

Todd Schiffman

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Macquarie Infrastructure Fund, L.P.

    Registration Statement on Form 10-12G

    Filed August 6, 2025

    File No. 000-56772

Dear Miss Adegbuyi and Mr. Schiffman:

On behalf of Macquarie Infrastructure
Fund, L.P. (the “Fund”), we are providing responses to written comments received from the staff (the “Staff”)
of the Securities and Exchange Commission’s (the “SEC”) Division of Corporate Finance, dated September 2, 2025 (the
“Comment Letter”), related to the above-referenced registration statement on Form 10, originally filed with the SEC on August
6, 2025 (the “Registration Statement”).

We are concurrently filing
with the SEC an amendment to the Registration Statement (“Amendment No. 1”), including, among other changes, revisions
in response to the Staff’s written comments. For convenience of reference, the Staff’s comments have been reproduced in italics
below. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s
comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are
references to the page numbers in Amendment No. 1. All capitalized terms used but not defined in this letter have the meanings
given to them in Amendment No. 1. Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions
are underlined and deletions are struck.

    Securities
    and Exchange Commission
    -2-
    September
    24, 2025

Registration Statement on Form 10-12G

General

1. We have referred this filing to the staff of the Division of Investment Management for assessment of
your status under the Investment Company Act of 1940. Staff in that division may contact you separately in connection with their
review.

Response: The Fund acknowledges the Staff’s
comment.

2. Please confirm your understanding that your registration statement will automatically become effective
60 days after filing. Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934.
In addition, we will continue to review your filing until all of our comments have been addressed. If the review process has not been
completed before that date, and you are not required to register pursuant to Section 12(g) of the Exchange Act, you may consider withdrawing
the registration statement to prevent it from becoming effective and file it again at such time as you are able to respond to any remaining
issues or comments.

Response: The Fund acknowledges the Staff’s
comment.

Item 1. Business, page 1

3. With respect to the continuous private offering and redemption program, please provide us with a legal
analysis that supports your apparent belief that Regulation M would not prohibit repurchases during the offering.

Response: The Fund respectfully
submits that Rule 102(b)(3) of Regulation M exempts redemptions by limited partnerships at a price based on NAV which are effected in
accordance with the terms and conditions of the instruments governing the securities; provided that such securities are not traded on
a securities exchange or through an inter-dealer quotation system or electronic communications network. Consistent with the foregoing,
the Fund is a limited partnership; its limited partnership units (the “Units”) are not traded on a securities exchange or
through an inter-dealer quotation system or electronic communications network; and the redemption price of the Units will be equal to
NAV, as will be set forth in the Fund’s second amended and restated limited partnership agreement (the “LPA”). Accordingly,
Regulation M would not prohibit the Fund from making repurchases during its continuous private offering.

4. Please provide us with your analysis as to the applicability of the tender offer rules, including Rule
13e-4 and Regulation 14E, to your redemption program.

Response: The Fund acknowledges
the Staff’s comment and respectfully notes that it has determined to operate a redemption program (the “Redemption Program”)
subject to the terms and conditions of the LPA (i.e., the Fund’s governing instrument) in accordance with Rule 13e-4(h)(1)
under the Exchange Act.1 As discussed further
below, it is the Fund’s view that the Redemption Program is not a tender offer pursuant to the factors identified in Wellman
v. Dickinson (“Wellman”),2
and applied in subsequent cases by the SEC and the Staff in determining what constitutes an “issuer tender offer” for purposes
of the tender offer rules, and is therefore not subject to the provisions of Rule 13e-4 or Regulation 14E promulgated under the Exchange
Act, as discussed below.

1  Rule
                                            13e-4(h)(1) provides that the requirements of Rule 13e-4 shall not apply to “[c]alls
                                            or redemptions of any security in accordance with the terms and conditions of its governing
                                            instruments.” The Fund LPA (i.e., the Fund’s governing instrument) provides
                                            the terms and conditions of the redemption program and controls any modifications thereof.

2  Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979).

    Securities
    and Exchange Commission
    -3-
    September
    24, 2025

 (A) The Redemption Program is Not a Tender Offer Pursuant to the Wellman Factors

The Wellman factors are (1) the
active and widespread solicitation of public shareholders for the shares of an issuer; (2) the offer to purchase is made at a premium
over the prevailing market price; (3) the solicitation is made for a substantial percentage of the issuer's stock; (4) the terms
of the offer are firm rather than negotiable; (5) the offer is contingent on the tender of a fixed number of shares, often subject
to a fixed maximum number to be purchased; (6) the offer is open only for a limited period of time; (7) the offeree is subjected
to pressure to sell; and (8) a public announcement of an acquisition program prior to the accumulation of stock by a purchaser, followed
by a rapid accumulation of a large amount of securities.

The Fund will not engage in an active
or widespread solicitation for the redemption of its Units. The Redemption Program will be described in the Fund’s confidential
private placement memorandum (“Memorandum”), will be included as an annex to the LPA and any communications to holders of
the Units (“Unitholders”) identifying changes to the Redemption Program will be communicated through supplements to the Memorandum,
current or periodic reports filed by the Fund with the SEC, a press release and/or via the Fund’s website. Unitholders who desire
to have all or a portion of their Units redeemed by the Fund will do so of their own volition and not at the behest, invitation or encouragement
of the Fund or anyone acting on behalf of the Fund. The role of the Fund in effectuating redemptions under the Redemption Program will
be solely ministerial and will merely facilitate the only practical means for full or partial exit by Unitholders from their investment
in the Fund.

No premium will be paid over the prevailing
market price by the Fund for any Units redeemed. The redemption price will be the most recent NAV for the class of Units being redeemed.
NAV will also be used for investors’ subscriptions and the NAV calculation process is described in detail in the Memorandum. There
will be no established regular trading market for the Units. The Redemption Program limits redemptions in any calendar quarter to 5% of
all classes of Units outstanding (either by number of Units or aggregate NAV) as of the close of the previous calendar quarter. The Fund
respectfully submits that the presence of such limitation means there is no reasonable likelihood that the Redemption Program will have
the effect of the Fund redeeming a “substantial percentage” of its Units in any quarter.

The Redemption Program is not contingent
on a fixed number, or any number, of Units being redeemed. All Unitholders may choose to request the Fund to redeem none, all or a portion
of their Units on a quarterly basis. The Redemption Program is generally expected to be available on the same terms each quarter indefinitely.
The Fund will not encourage, invite, solicit or in any way pressure Unitholders to participate in the Redemption Program and will not
offer to redeem Units at a premium. In fact, within the first two years after purchase, Unitholders will be incentivized to not participate
in the Redemption Program because of the Early Redemption Deduction.

Because the Redemption Program will
have no set termination date, Unitholders will feel no pressure to make decisions regarding redeeming their Units to the Fund under the
Redemption Program. The intent of the Redemption Program is to provide Unitholders with ongoing opportunities for liquidity. The Fund
notes for the Staff that the terms of the Redemption Program are consistent with a wide variety of similarly situated open-end private
funds.

    Securities
    and Exchange Commission
    -4-
    September
    24, 2025

It is the Fund’s view that the
Redemption Program is operated solely for the benefit of investors and the Fund has no interest in or incentive to encourage participation
through coercion or any other method. In fact, it is in the Fund’s interest that investors maintain their investment and not participate
in the Redemption Program.

Accordingly, the Fund respectfully submits
that the tender offer rules, including Rule 13e-4 and Regulation 14E, are not applicable to the Redemption Program.

 (B) Rule 13e-4 Does Not Apply Pursuant to Rule 13e-4(h)(1) Because the Redemption Program is Subject to
the Terms and Conditions of the LPA

As described in part (A) above, the
Redemption Program is not a tender offer under the Wellman factors. In addition, Rule 13e-4(h)(1) provides that the tender offer
rules under Rule 13e-4 shall not apply to “[c]alls or redemptions of any security in accordance with the terms and conditions of
its governing instruments.” The LPA will provide the terms and conditions of the Redemption Program as a feature of its governing
document and controls any modifications thereof.

By its plain terms, Rule 13e-4(h)(1)
embraces both purchases at the election of the issuer, i.e., “calls,” and also “redemptions.” A redemption
is a purchase made pursuant to the terms of a contract, whether mandatory, at the option of the issuer or at the option of the holder,
depending on the terms of the applicable redemption provision. If a “redemption” were read only to embrace a purchase at the
election of the issuer, its inclusion in Rule 13e-4(h)(1) would be rendered a redundancy—a result that should be avoided.

The Redemption Program governs the redemption
of the Units upon the request of the Unitholder and the Fund is not aware of any guidance with legal basis for why such a redemption would
not be covered by Rule 13e-4(h)(1). Nor is the Fund aware of any definition of “repurchase” or “redemption” in
the 1933 Act or the Exchange Act.3

 (B)(1) Rule 13e-3(g)(4) Provides a Sound Rationale for a Broad Reading of the Term “Redemption”

In 1979, the SEC’s Adopting Release
for Rule 13e-4 also included a concurrent adoption of Rule 13e-3 “[s]ince tender offers subject to Rule 13e-4 may
also involve going private transactions[.]”4
Rule 13e-3(g)(4) is instructive in understanding the exemption in Rule 13e-4(h)(1) because it too addresses redemptions
and calls. There, the carve out to Rule 13e-3’s requirements includes “[r]edemptions, calls or similar purchases of an
equity security by an issuer pursuant to specific provisions set forth in the instrument(s) creating or governing that class of equity
securities.” We are aware of no SEC guidance rejecting the view that such redemptions cover any equity security redeemed by an issuer,
irrespective of whether such redemption comes at the option of the issuer or the shareholder. We are also not aware of any legal basis
to differentiate the treatment of the terms “call” and “redemption” in Rule 13e-4 from the terms “calls”
and “redemptions” in Rule 13e-3.

3 Whereas, in contrast, the Investment Company Act expressly defines “redeemable security”
as “any security, other than short-term paper, under the terms of which the holder, upon its presentation to the issuer or to a
person designated by the issuer, is entitled (whether absolutely or only out of surplus) to receive approximately his proportionate share
of the issuer’s current net assets, or the cash equivalent thereof.” See 15 U.S.C. § 80a-2(a)(32).

4 See Adopting Release Nos. 6108; 16112; 10842, 1979 SEC Lexis 863, at *2 (Aug. 16,
1979) (“Adopting Release”).

    Securities
    and Exchange Commission
    -5-
    September
    24, 2025

 (B)(2) The Fund’s Redemption Program Does Not Entail the Types of Purchases that Would Result in Abuses
under Rule 13e-4

The tender offer rules were meant to
apply to those transactions in which marketable securities are purchased at prices arbitrarily determined by the redeeming party that
could then impact the market price of the issuer’s securities.5
The below are examples of relief from Rule 13e-4 granted by the Staff to issuers that gave a redemption right to the holder at the holder’s
election and sought relief on the grounds that such redemption rights were carved out from the tender offer rules by Rule 13e-4(h)(1).

In Brock Exploration Corporation,
the issuer maintained that repurchases pursuant to the limited partner’s “right to have his limited partnership interest purchased
is the substantial equivalent of a call or redemption” under Rule 13e-4 and that each of Rules 13e-3, 13e-4 and Regulation
14D should be interpreted to exempt “redemptions, calls or similar purchases of a[n] [equity] security pursuant to specific provisions
set forth in instrument(s) creating or governing that class of [equity] securities.”6
Ultimately, the Staff decided to issue no-action relief on the prudential basis that the repurchase arrangement did not trip the policy
rationale for implementing the protections of Rule 13e-4. The Staff determined that while it was “not free from doubt”
that the company’s purchases of interests presentable for repurchase by the issuer did not constitute a tender offer under Rule 13e-4,
“[n]evertheless, since the terms and conditions of the [o]ffers are governed by the [a]greements, as described above, purchases
of [i]nterests pursuant to the [o]ffers would not appear to result in any of the abuses Rule 13e-4 was designed to prevent.”7

The Staff continued this line of reasoning
in Merrill Lynch Puerto Rico Tax Exempt Fund Inc.,8
providing no-action guidance to the applicant from Rule 13e-4. In its no-action letter, the Staff outlined the representations of
the applicant’s redemption program including that (1) all common stock redemptions would be at a price equal to the NAV per
share; (2) the board of directors had adopted a policy implementing the provisions of the redemption program as outlined in the issuer’s
governing document on a monthly basis; (3) shareholders maintained the ability to revoke their redemption requests; (4) redemptions
were available for all common stock; (5) all shareholders would receive instructions on how to