Macquarie Global Infrastructure Total Return Fund Inc.

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