macquarie global infrastructure total return fund annual report 2012

made presentations and provided
information to the Directors:
Ben Bruck, Head of Macquarie
Investment Management; Christian
Vignes, Head of Operations of MFG;
Nicholas Allton, Head of Prudential
of MFG; David Roseman, Global
Head of the Infrastructure, Utilities
& Renewables Team; Shemara
Wikramanayake, Head of MFG;
John Roberts, Executive Chairman
of MFG; Nicholas Moore, Chief
Executive Officer; Stephen Allen,
Head of the Risk Management
Group; and David Luboff, Chief
Executive Officer of Macquarie
Specialised Asset Management, Ltd.
The Directors noted that they found
the materials and presentations
provided by MCIM and its affiliated
entities to be responsive to the
Board’s request for information.
The Directors also considered a
memorandum titled “Directors’
Duties and Responsibilities in
Connection with the Renewal
of the Investment Advisory and
Management Agreement” dated
June 26, 2012 (the “Memorandum”)
describing the legal duties of the
Directors under the 1940 Act, which
was reviewed with their independent
counsel. The Directors also
considered information prepared
by Lipper, Inc. (“Lipper”) comparing
the Fund’s fee rate for management
services and expense and
performance characteristics to those
of other funds. In particular, the
Directors considered the following:
(a) The nature, extent and quality
of services provided by
the Adviser. The Directors
reviewed the services that
MCIM provides to the Fund
and considered its reputation
as a manager of infrastructure
assets. The Directors
considered the information
in the Initial Presentation,
as supplemented in the
Supplemental Presentation,
specifically related to
Macquarie’s position as a global
market leading infrastructure
manager, Macquarie’s global
infrastructure network, the
extent of MCIM’s team and its
ability to leverage Macquarie’s
global infrastructure capabilities,
its strong portfolio construction
and risk management process
and the Fund’s performance
in light of current economic
conditions. The Directors
also considered MCIM’s
response in the Supplemental
Presentation to the request that
it respond to the statements
made by Western Investment
LLC (“Western”) about MCIM’s
capabilities and performance as
the Fund’s investment adviser.
Based on this presentation, the
Directors concluded that the
nature, extent and quality of
services provided to the Fund
by MCIM under the Investment
Advisory and Management
Agreement (the “Advisory
Agreement”) supported
the Board’s approval of the
Advisory Agreement.
(b) Management fee, expense ratio
and investment performance
of the Fund, including a
comparison of services
rendered and fees paid to
those under other investment
advisory contracts, such as
contracts of the same and other
investment advisers or other
33