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
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN MACQUARIE INFRASTRUCTURE FUND ADVISER, LLC AND MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC.Investment Advisory and Management 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”).
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTPricing 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”).
STRUCTURING FEE AGREEMENTFee 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.
