Macquarie Global Infrastructure Total Return Fund (MGU) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND INC.
(Name of Registrant as Specified In Its Charter)
ALPS Fund Services, Inc. 1290 Broadway, Suite 1100 Denver, Colorado 80203 303-623-2577
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Macquarie Global Infrastructure Total Return Fund

Macquarie Capital Investment Management LLC

June 1, 2012

Important Notice

2

This document has been created by Macquarie Capital Investment Management LLC (MCIM) for informational purposes only for the exclusive benefit and use of ISS. This

document does not carry any right of publication or disclosure. Neither this document nor any of its contents may be used for any other purpose without the prior written

consent of MCIM.

MGU’s investment objective is to provide its common stockholders a high level of total return consisting of dividends and other income, and capital appreciation.  The Fund is

subject to market risk. An investment in common stock represents an indirect investment in the portfolio of securities held by the Fund. The value of these securities

fluctuates. Because the Fund concentrates its investments in the infrastructure industry, the Fund will be more susceptible to adverse economic or regulatory occurrences

affecting that industry than a more diversified fund. Infrastructure issuers are typically subject to a variety of factors that may adversely affect their business or operations,

including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdowns

and surplus capacity, increased competition from other providers of services, uncertainties concerning the cost of energy and the effects of energy conservation policies.

Infrastructure issuers may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers,

service interruption due to environmental, operational or other mishaps, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.

This industry also has some special features that cause certain risks to be more prevalent than in other industry sectors.  As a result of these risks, at the time of sale, the

Fund's common stock may be worth more or less than the original investment or the Fund's net asset value.

Investments in closed-end funds involve risk, and you should consider this Fund only as a long-term investment option. Closed-end funds, unlike open-end funds, are

generally not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange.

Shares of closed-end funds frequently trade at a discount to the net asset value. The price of the Fund's stock is determined by a number of factors, several of which are

beyond the control of the Fund. Therefore, the Fund cannot predict whether its stock will trade at, below or above net asset value.

Certain statements contained in this document may be forward-looking in nature. Such statements represent management's current beliefs, based upon information available

at the time the statements are made, with regard to the matters addressed. All forward-looking statements are subject to risks and uncertainties that could cause actual result

to differ materially from those expressed in, or implied by, such statements. Management does not undertake any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise.

The information in this document reflects prevailing market conditions and our judgment as of this date, which are subject to change. In preparing this document, we have

relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. We consider the information to be

accurate, but we do not represent that it is complete or should be relied upon as the sole source of composite performance or suitability for investment.

Past performance is not indicative of future results. No representation or warranty is made as to the efficacy of any particular strategy or the actual returns that may be

achieved. An investment is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or by MCIM or any of its affiliates.

Other than Macquarie Bank Limited ABN 46 008 583 542 ("MBL"), none of the entities noted in this document are authorized deposit-taking institutions for the purposes of

Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of MBL. MBL does not guarantee or otherwise

provide assurance in respect of the obligations of these entities. There is no assurance that any fund mentioned herein would receive investment opportunities from any

division of Macquarie.

Macquarie Global Infrastructure Total Return Fund (“MGU”)

Macquarie Global Infrastructure Total Return Fund (“MGU”) is a specialty closed-end

fund focused primarily on investing globally in equity securities in the infrastructure

space.

The

Fund

is

a

unique

global

infrastructure

product

that

is,

and

consistently

has

been, marketed to long-term investors

MGU’s

performance

has

been

strong

especially

since

the

credit

crisis

with

a

three-year

market price total return of 97.1% as of April 30, 2012

MGU

has

meaningfully

increased

its

distribution

for

the

past

two

years

once

management

felt

it

was

prudent.

Since

that

time

the

distribution

has

increased

50%

The Fund’s discount has also been steadily narrowing. We believe the market is reacting

to the effects of strong performance and dividend yield

The Fund has three independent Directors who have been with the Fund since its

inception and who are experienced in finance as well as infrastructure investing. MGU’s

Directors do not serve as directors of any other funds and are not aligned with any

stockholder special interest group.  From inception, each Director of MGU has been

strongly supported by stockholders, and has received an affirmative vote in excess of

80% of the Fund’s outstanding shares

3

Past performance is no indication of future performance

4

Macquarie Global Infrastructure Total Return Fund (“MGU”)

Investment Objective*

The Fund’s investment objective is to provide to its common shareholders (“stockholders”) a

high level of total return consisting of dividends and other income, and capital appreciation. The

Fund invests at least 80% of its assets in equity and equity-like securities issued by US and

non US issuers

Fund Launched

August 26, 2005 (NYSE: MGU)

Investment Strategy

We invest in companies that own and/or operate physical infrastructure assets such as toll

roads,

airports,

seaports,

utilities

and

pipelines.

We

generally

do

not

hold

infrastructure

support

companies such as construction, steel firms, or engineering firms. This purity of definition of our

investable universe underpins our principle investment philosophy

Disciplined proprietary investment strategy focused on rigorous fundamental bottom-up

research

Global portfolio is diversified by country and sub-sector

About the Manager

The

Fund

is

managed

by

Macquarie

Capital

Investment

Management

LLC

(“MCIM”),

a

division

of Macquarie Group. Macquarie Group is a global provider of  banking, financial, advisory,

investment and fund management services, listed in Australia

MCIM has extensive experience and expertise in infrastructure investing

Dedicated

global

listed

infrastructure

manager

with

$2.9B

assets

under

management**

Large, experienced thirteen-member investment team including seven CFA’s

Teams located in New York and Sydney provide global coverage to the Fund

Bottom-up process leverages information advantage generated by investment team

*There can be no assurance that the investment objective will be achieved.  The investment program is speculative and entails risks, including the loss of principal.

**As of April 30, 2012

Macquarie Global Infrastructure Total Return Fund (“MGU”)

Andrew Maple-Brown –

Portfolio Manager

Brad Frishberg

-

Chief Investment Officer of MCIM (Interested Director)

5

Education:

Bachelor

of

Engineering

(1st

Class

Hons,

Mechanical)

(University

of

Sydney),

Bachelor

of

Commerce

(University of Sydney), Masters of Applied Finance (Macquarie University, Sydney);

Experience: Andrew joined the Infrastructure Securities team in 2007 as a Portfolio Manager.  Andrew joined the

Macquarie Group in 2001 in the Debt Markets division, where his focus was primarily on infrastructure

transactions, particularly public-private partnerships. Prior to Macquarie, Andrew spent over 4 years at Lend Lease

in its Project Finance group.

Education:

M.A.

Economics

(Trinity

College),

B.A.

Business

Economics

(Brown

University),

Chartered

Financial Analyst (CFA)

Experience: Brad Frishberg joined Macquarie in 2009 as the head of Macquarie’s Infrastructure Securities

business and its Chief Investment Officer. Prior to joining Macquarie in 2009, he was managing director and

U.S. equity portfolio manager at J.P. Morgan Asset Management, where over a period of 13 years he was

responsible

for

managing

portfolios

and

businesses

in

London,

Tokyo,

and

New

York.

Brad

began

his

career

at Aetna Asset Management as an international analyst and then as a portfolio manager for Japanese equity

and fixed income.

The

Fund’s

performance

has

been

strong.

For

periods

ending

April

30,

2012:

–

The Fund’s three year market price total return was 97.14%.

–

The one year return was 1.44%

–

Year to date return was 9.99%

–

Over the same periods, the S&P Global Infrastructure Index, the index hand-picked by Western

for

comparison

purposes

in

their

filing,

had

three,

one

and

year

to

date

returns

of

only

51.63%, 

(4.68%) and 6.77%, respectively

6

MGU Facts

Sources: ALPS, Bloomberg

Past performance is no indication of future performance

MGU Facts

As of April 30, 2012

YTD

1 Year

3 Year

5  Year

Since

Inception

Returns are Total Returns in USD (%)

Macquarie Global Infrastructure Total Return Fund (Market)

9.99

1.44

97.14

-13.99

24.50

Macquarie Global Infrastructure Index

2

3.08

-4.56

36.84

-6.82

45.55

S&P Global Infrastructure Index

6.77

-4.68

51.63

-8.65

45.46

MSCI World Index

10.30

-4.63

54.52

-8.57

25.31

Peer Group (Market)*

8.92

.36

91.92

1.17

43.65

Sources:

1

ALPS,

2

Bloomberg

Past

performance

is

no

indication

of

future

performance

Fund

Inception

August

26,

2005

* Peer

Group

includes

BQY,

BUI,

INF,

GLQ,

UTF,

GLU,

LOR,

MFD

and

MGU.

Please

note

that

the

Peer

Group

includes

a

very

limited

selection

set

as

there

are

few

global

listed

infrastructure

Closed

End

Funds

in

the

market.

Market Price Data

7

2

2

2

1

8

Sources:

ALPS,

Bloomberg

Past performance is no indication of future performance

Fund Inception August 26, 2005

* Peer

Group

includes

BQY,

BUI,

INF,

GLQ,

UTF,

GLU,

LOR,

MFD

and

MGU.

Please

note

that

the

Peer

Group

includes

a

very

limited

selection

set

as

there

are

few

global

listed

infrastructure

Closed End Funds in the market.

MGU Facts

As of April 30, 2012

YTD

1 Year

3 Year

5  Year

Since

Inception

Returns are Total Returns in USD (%)

Macquarie Global Infrastructure Total Return Fund (NAV)

1

10.67

-1.89

78.58

-8.22

47.51

Macquarie Global Infrastructure Index

2

3.08

-4.56

36.84

-6.82

45.55

S&P Global Infrastructure Index

2

6.77

-4.68

51.63

-8.65

45.46

MSCI World Index

2

10.30

-4.63

54.52

-8.57

25.31

Peer Group (NAV)*

2

7.78

-2.70

66.86

-4.07

36.51

NAV Data

2

1

MGU Peer Group

MGU Facts

Fund Name

Ticker

Inception Date

Fund Type

Brookfield Global Listed Infrastructure Income Fund

INF

08/25/2011

Listed Infrastructure Income

Black Rock Utility and Infrastructure Trust

BUI

11/22/2011

Utilities and Infrastructure

Cohen & Steers Infrastructure Fund

UTF

03/24/2004

Converted to Infrastructure January 2010

Macquarie/First

Trust

Global

Infrastructure/Utilities Dividend & Income Fund

MFD

03/25/2004

Infrastructure including Fixed Income

BlackRock S&P Quality Rankings Global Equity Managed Trust

BQY

05/25/2004

Equity Growth

Clough Global Equity Fund

GLQ

04/26/2005

Global Equity

Gabelli Global Utility & Income Trust

GLU

05/25/2004

Utilities

Lazard World Dividend & Income

LOR

06/27/2005

Global Equity

9

MGU Facts

The Fund has meaningfully increased its quarterly distributions to stockholders:

As the global financial crisis began to take its toll on global economies and markets in 2008-09,

the Board, with the recommendation of Management, determined that it was prudent to reduce

the Fund’s distributions based on the multiple exogenous risks that existed at that time

When the Board and Management believed that those risks had begun to diminish as reflected in

greater stability in the markets and global economies, the Fund began prudently raising its

distributions in a responsible manner consistent with the Fund’s investment program

Since 2010, the Fund’s quarterly distribution has been raised three times for an aggregate

increase of 50% (from $0.16 to $0.24 per share per quarter)

10

Past performance is no indication of future performance

11

MGU Facts

MGU’s

regular

quarterly

distribution

has

been

increased

by

50%

since

September

2010

Past performance is no indication of future performance

MGU Quarterly Regular Distributions

MGU Facts

The Fund’s discount has been steadily narrowing

–

For periods ending April 30, 2012, the Fund has seen its discount shrink over each of the last

three years –

it has narrowed 8.3% over the last three years; 5.8% over the last two years; and

2.9% over the last year

12

Past performance is no indication of future performance

13

MGU Facts

Source: ALPS, Bloomberg

Past performance is not an indication of future performance

MGU’s discount has steadily narrowed over the last three years

MGU Share Price Premium/Discount

(Inception –

April 2012)

Items for Consideration

Two matters will be considered at the June 21, 2012 annual

stockholder meeting

Election of Class I Director

Stockholder Proposal regarding voting standard for director elections

14

Class I Director Election

What is the Board Proposing?

To

re-elect

Gordon

A.

Baird

as

Class

I

Director.

Mr.

Baird

is

an

independent,

experienced

and

highly

qualified

Director

who has served as a Director of the Fund since its inception

Education:

Chartered Financial Analyst

Emory University, Economics

Overview of Experience:

Mr. Baird has served as a Director of the Fund since its inception, and does not serve on the board of any other

registered funds

Mr. Baird is an independent Director and has never held a position with the Macquarie Group

Mr. Baird has extensive infrastructure and fund experience

Since

2011,

Mr.

Baird

has

been

an

advisor

to

Thomas

H.

Lee

Partners

L.P.,

a

Boston-based

private

equity

firm.

Prior

to his involvement with Thomas H. Lee Partners L.P., from 2003 to 2011, Mr. Baird had been the Chief Executive

Officer and Member of the Board of Directors of Paramax Capital Partners LLC, an asset management firm

specializing

exclusively

in

the

financial

services

industry.

Prior

to

this,

Mr.

Baird

worked

as

a

private

equity

analyst

in

the investment

management group at State Street Bank and Trust Company and the ABS securitization group at State

Street Capital Corporation. Additionally, Mr. Baird is a member of the New York Securities Analyst Society and the

Association for Investment Management and Research

15

Class I Director Election

Mr. Baird has extensive experience in evaluating and valuing infrastructure companies, including experience

with:

–

Due diligence on electric power generation facilities in Guangdong province China while at State Street Boston

Capital Corp

–

Due diligence on the Hong Kong container port facility while assistant vice president at State Street Bank and

Trust Company

–

Emerging market project finance securitization strategies at Citigroup Global Markets

–

Cell tower financing proposal at State Street Bank and Trust Company

–

Advising banks on project finance loans and exposures while a Director in the FIG Group at Citigroup Global

Markets

–

Valued gas and commodity limited partnership investments for clients of State Street Bank and Trust Company

–

Valued the international container shipping portfolio business of Fortune 100 company

Mr. Baird has extensive investment, closed-end fund and registered investment adviser experience, which

includes:

–

20+ years of investing and banking experience

–

Former Chief Executive Officer and Board member of a SEC registered investment adviser

–

Former private equity analyst following banking, media, defense companies

–

Managed, invested in and served as a member of the board of directors of multiple closed end, unregistered

private funds since 2003

–

Extensive accounting and tax knowledge including knowledge of taxation of master limited partnerships,

domestic and off-shore investment funds, cross border transactions and withholding tax considerations and

Passive Foreign Investment Company rules

16

Class I Director Election

What is Western Proposing?

In contrast to Mr. Baird, Western’s director nominee, Robert H. Daniels, to the Fund’s knowledge, has

no significant experience with infrastructure assets and has never served as a director to a registered

fund

Western states in a filing with the SEC that if its director nominee were elected, he would propose that

the Board consider replacing the Fund’s investment manager

A director nominee taking such an extreme position on the Fund’s investment manager despite never

having served in any capacity with respect to the Fund, never, to our knowledge, having served as a

director to a registered fund, and having, to the Fund’s knowledge, no significant experience with

infrastructure

assets

generally,

raises

the

question

whether

the

director

nominee

fails

to

appreciate

his fiduciary duty to the Fund and its stockholders to be informed prior to taking or suggesting any

action

17

Mr. Baird, the Board’s Director Nominee, is highly qualified, experienced and independent, and

will fairly and objectively consider the interests of all stockholders in helping determine the

future direction of the Fund

Stockholder Proposal

Original

Fund

Structure.

The

Fund

was

originally

offered

to

investors

with

a

majority

voting

provision

as an integral part of its structure. The Board approved, and the Fund’s stockholders have historically

embraced, the majority voting provision as an element of the closed-end fund structure, which is

integral to properly implementing the Fund’s global infrastructure investment strategy

Stability

and

Continuity.

In

accordance

with

the

Fund’s

Bylaws,

each

Director

has

from

inception

been elected by a majority of the Fund’s outstanding shares of Common Stock. The Board is

structured this way to provide stability and continuity. That stability enhances long-term planning and

has allowed the Fund to attract and retain highly qualified Directors who are familiar with the Fund, its

business and investment strategy, who understand the complexities of global infrastructure investing,

and who are able to exercise informed business judgment in the oversight of the Fund

18

Stockholder Proposal: to request the Board to take the necessary steps to amend the

Bylaws so that when Board elections are contested with more nominees than open seats, a

plurality of votes cast will be sufficient for election

The Board strongly opposes the Stockholder Proposal.  The Fund and its stockholders

have been well served by the majority voting provision in the Fund’s Bylaws.  The Board

believes the majority voting provision is in the best interests of the Fund and its

stockholders for the following reasons

Stockholder Proposal

19

Enhanced Independence.                                                                                                               

shares enhances the independence of Non-Interested Directors by providing them with the ability to

remain in office until a clear majority of all stockholders elects a new Director. This provides additional

independence from Fund management as well as special interests groups who may have an agenda

contrary to the long-term interests of all stockholders. As a result, Non-Interested Directors are able to

make decisions that are in the best interest of the Fund, and not management or those special

interests groups

Accountability to Stockholders.                                                                                                            

in a context where every stockholder counts - as opposed to permitting a Director to be elected by

significantly less than a majority of the Fund’s outstanding shares - increases the Director’s

accountability to stockholders. The majority voting provision in the Fund’s Bylaws ensures that each

Director is accountable to all of the Fund’s stockholders. 

All Stockholders Are Considered.                                                                                                          

excess of 80% of the Fund’s outstanding shares. The majority voting provision ensures that, prior to a

new director assuming office, that director must receive a clear consensus of the majority of all the

Fund’s outstanding shares of Common Stock. The Board is concerned that the stockholder’s proposal

could adversely impact the Fund and its stockholders by lowering the standards required to elect a

Director

Electing Directors by a vote of a majority of all the Fund’s outstanding

The Board believes that the ability to vote for or against a Director

From inception, each Director has received an affirmative vote in

Stockholder Proposal

While

this

proposal

has

been

presented

in

isolation,

it

is

part

of

Western’s

tactics

to

pressure

the

Fund

into taking what it believes are detrimental short-term actions designed to benefit Western and the

hedge funds they advise at the expense of the Fund’s long-term investors

While Western positions itself to be representing the interests of all stockholders, the Fund believes

that they are simply seeking to use the system for their own benefit. Importantly, Western is a

fiduciary only to the hedge funds they manage, and owes no similar duty to the Fund’s stockholders

20