FORM OF CUSTODY AGREEMENTCustody Agreement • August 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
AGREEMENT, dated as of , 2005 between Macquarie Global Infrastructure Total Return Fund Inc., a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 600 Fifth Avenue, 21st Floor, New York, New York 10020 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
FORM OF STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • August 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
AGREEMENT, made as of , 2005, by and between MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
FORM OF FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • August 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
AGREEMENT made as of , 2005 between Macquarie Global Infrastructure Total Return Fund Inc. (the “Fund”) and The Bank of New York (“BNY”).
MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC. Common Shares ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
The undersigned, Macquarie Global Infrastructure Total Return Fund Inc., a Maryland corporation (the “Fund”), and Macquarie Infrastructure Fund Adviser, LLC, a Delaware limited liability company (the “Adviser”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters shares (the “Underwritten Securities”) of its common stock, par value $0.001 per share (the “Common Shares”). The Fund also proposes to grant to the Underwriters an option to purchase up to additional Common Shares to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter collectively referred to as the “Securities.” Unless otherwise stated, the term “you” as used herein means Citigroup Global Markets Inc. individually on its own behalf and on behalf of the other Representatives. Certain terms used herein are
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • July 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN MACQUARIE INFRASTRUCTURE FUND ADVISER, LLC AND MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC.Investment Advisory Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
This Investment Advisory Agreement (the “Agreement”) is entered into as of August 25, 2005, by and between the MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and MACQUARIE INFRASTRUCTURE FUND ADVISER, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Adviser”).
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)Master Agreement Among Underwriters • July 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo
Original NYSE Listing Application Form of Listing AgreementListing Agreement • August 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc.
Nothing in the following Agreement shall be so construed as to require the Issuer to do any acts in contravention of law or in violation of any rule or regulation of any public authority exercising jurisdiction over the Issuer.
AGREEMENTInvestment Agreement • October 17th, 2012 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
This Agreement is entered into as of October 16, 2012 (including the exhibit hereto, the “Agreement”), by and among Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Robert H. Daniels, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Partners L.L.C., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined herein) (collectively, “Western”) and Macquarie Global Infrastructure Total Return Fund Inc. (“MGU” or the “Fund” and together with Western, the “Parties” and individually a “Party”).
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping and Pricing Services Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
THIS AGREEMENT is made as of August , 2005, between Macquarie Global Infrastructure Total Return Fund, Inc. a Maryland corporation (the “Fund”), and ALPS Mutual Funds Services, Inc., a Colorado corporation (“ALPS”).
FORM OF ADDITIONAL COMPENSATION AGREEMENT August [ ], 2005Additional Compensation Agreement • August 25th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated the date hereof (the “Underwriting Agreement”), by and among Macquarie Global Infrastructure Total Return Fund Inc. (the “Fund”), Macquarie Infrastructure Fund Adviser, LLC (the “Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Reference is also made to (i) the Investment Advisory and Management Agreement (the “Investment Management Agreement”) between the Adviser and the Fund and (ii) the registration statement on Form N-2 with respect to the Common Shares of the Fund (the “Registration Statement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
Reference is made to the Underwriting Agreement dated the date hereof (the “Underwriting Agreement”), by and among Macquarie Global Infrastructure Total Return Fund Inc. (the “Fund”), Macquarie Infrastructure Fund Adviser, LLC (the “Investment Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN INC. SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc.
This Agreement made this August , 2005 by and between Macquarie Global Infrastructure Total Return Fund Inc., a Maryland corporation (the “Fund”), and Macquarie Infrastructure Fund Adviser, LLC (the “Subscriber”).
NAME AGREEMENTName Agreement • August 19th, 2005 • Macquarie Global Infrastructure Total Return Fund Inc. • New York
THIS AGREEMENT, dated as of August 25, 2005, between Macquarie Global Infrastructure Total Return Fund Inc., a Maryland corporation (the “Fund”), and Macquarie Infrastructure Fund Adviser, LLC (“Macquarie”), a Delaware limited liability company.
