Exhibit 4.1

CONFIDENTIAL, PROPRIETARY AND TRADE SECRET

MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND

BDC SUBSCRIPTION BOOKLET

If the prospective investor does not wish to subscribe for shares of beneficial interest of Macquarie Infrastructure Income Opportunities Fund (the "Company"), or if the prospective investor's subscription is rejected, please return this Subscription Booklet, the Company's Confidential Private Placement Memorandum, as amended and restated to date (as supplemented from time to time, the "Memorandum") and all drafts of the Company's Amended and Restated Declaration of Trust (as further amended, restated and/or supplemented from time to time, the "Declaration of Trust"), the Company's Bylaws (as amended, restated and/or supplemented from time to time, the "Bylaws"), the Investment Advisory Agreement between the Company and Macquarie Wealth Advisers, LLC (the "Adviser") dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Advisory Agreement"), the Investment Sub-Advisory Agreement among the Company, the Adviser and Macquarie Asset Management Credit Advisers US, LLC (the "Sub-Adviser") dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Sub-Advisory Agreement") and the Administration Agreement between the Company and Macquarie Wealth Advisers, LLC (the "Administrator") dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Administration Agreement") (such Memorandum, Declaration of Trust, Bylaws, Advisory Agreement, Sub-Advisory Agreement and Administration Agreement are collectively referred to herein as the "Company Documents") to the Adviser. The Company Documents may not be reproduced, duplicated, disclosed or delivered, in whole or in part, to any other person (other than confidentially to legal counsel to and professional advisors of prospective investors) without the prior written consent of the Adviser.

MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND

INSTRUCTIONS FOR SUBSCRIBERS

This Subscription Booklet contains:

Please complete, execute and return in its entirety each of the applicable documents referenced in Items (i) through (vi). Each of the above-mentioned documents must be completed and properly executed, by or on behalf of the person or entity proposing to make an investment to the Company (the "Subscriber") before a subscription will be accepted; provided that the IRS Form W-9 is only required for United States persons (and the IRS Form W-8 is only required for non-United States persons) and the Supplemental Documents are required only for non-U.S. persons (see "Taxpayer Identification Number and Certification" instructions below).

Please direct any questions regarding the terms and provisions of this offering or regarding the subscription procedure to MacquarieTA@seic.com.

General Instructions

Returning Subscription Materials for
the Closing

All subscription documents (including suitable notarization of the Power of Attorney) are to be executed and returned to MacquarieTA@seic.com by email. Please complete, execute and return in its entirety each of the applicable documents referenced in Items (i) through (vi) of the Instructions for Subscribers.

The Company has the full right to accept or reject a subscription in its sole discretion. The Company also has the right to cease accepting subscriptions at any time without notice. If a Subscriber's subscription is rejected, the Company will promptly return any funds provided by the Subscriber, without interest, by wire transfer to an account designated by the Subscriber.

MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND

SUBSCRIPTION AGREEMENT

THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR OF ANY OTHER JURISDICTION, NOR IS SUCH REGISTRATION CONTEMPLATED. SHARES IN THE COMPANY (AS DEFINED BELOW) ARE BEING OFFERED AND SOLD (I) IN THE UNITED STATES TO "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT, AND (II) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S OR REGULATION D UNDER THE SECURITIES ACT AND OTHER SIMILAR EXEMPTIONS UNDER THE LAWS OF THE STATES AND JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THERE IS CURRENTLY NO PUBLIC MARKET FOR THE SHARES AND THERE CAN BE NO ASSURANCE THAT SUCH MARKET WILL DEVELOP IN THE FUTURE. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THIS SUBSCRIPTION AGREEMENT AND UNLESS THE SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS THEREUNDER.

IN MAKING AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING OF THE SHARES, INCLUDING THE MERITS AND RISKS INVOLVED. SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Reference is made to the Confidential Private Placement Memorandum dated May 2026 (as supplemented from time to time, the "Memorandum"), relating to the offering of shares of beneficial interest ("Shares") of Macquarie Infrastructure Income Opportunities Fund, a Delaware statutory trust (the "Company"), the Company's Amended and Restated Declaration of Trust (as further amended, restated and/or supplemented from time to time, the "Declaration of Trust"), the Company's Bylaws (as amended, restated and/or supplemented from time to time, the "Bylaws"), the Investment Advisory Agreement between the Company and Macquarie Wealth Advisers, LLC (the "Adviser") dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Advisory Agreement"), the Investment Sub-Advisory Agreement among the Company, the Adviser and Macquarie Asset Management Credit Advisers US, LLC (the "Sub-Adviser") dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Sub-Advisory Agreement") and the Administration Agreement between the Company and Macquarie Wealth Advisers, LLC, dated December 16, 2025 (as amended, restated and/or supplemented from time to time, the "Administration Agreement") (such Memorandum, Declaration of Trust, Bylaws, Advisory Agreement, Sub-Advisory Agreement and Administration Agreement are collectively referred to herein as the "Company Documents"). The Company has made an election (the "BDC Election") to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"). For the avoidance of doubt, reference to the "Adviser" shall include any successor or additional investment adviser, in its capacity as investment adviser of the Company. For purposes of this Agreement, a "Business Day" is any day other than a Saturday, Sunday or day on which banking institutions in the State of New York are authorized or obligated by law, regulation or executive order to close.

1.             Subscription for Shares. Subject to the terms and conditions hereof, including the acceptance of this subscription agreement (this "Agreement") by the Company, and in reliance upon the representations, warranties and covenants of the respective parties contained herein, you (the "Subscriber") (a) irrevocably offer to subscribe for and agree to purchase Shares of the Company for the total investment amount (the "Investment Amount") indicated on the signature page of this Agreement (subject to any provisions of this Agreement which may provide otherwise), which shall become contractually binding upon acceptance by the Company, in its sole discretion, (b) agree to be bound by the terms and provisions of this Agreement, the Declaration of Trust and the Bylaws and (c) agree to be admitted to the Company as a shareholder of the Company (a "Shareholder"). The Subscriber hereby agrees that, in the event it is permitted by the Company to make an additional investment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an additional subscription agreement with the Company covering such additional investment. The applicable minimum investment for each class of Shares is set forth on the signature page to this Agreement, although lesser amounts may be accepted at the sole discretion of the Adviser. To the fullest extent not prohibited by law, if so accepted, this Agreement may not be canceled, terminated or revoked by the Subscriber, except and only to the extent expressly provided for by applicable law in certain jurisdictions outside the United States.

2.             Other Subscription Agreements. The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements (the "Other Subscription Agreements" and, together with this Agreement, the "Subscription Agreements") with other investors (the "Other Subscribers") providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the Subscriber and the Other Subscribers are to be separate sales.

3.             Acceptance of Subscriptions; Closings.

4.             Privately-Placed, Perpetual-Life Business Development Company. The Company has made a BDC Election and operates as a privately-placed, "perpetual life" (as described below) BDC. As a privately-placed BDC, the Company's Shares will not be listed for trading on a stock exchange or other securities market. As a perpetual-life BDC, the Company is an investment vehicle of indefinite duration that does not intend to complete a liquidity event within any specific time period, if at all, whose Shares are sold by the Company on a continuous monthly basis at a price equal to the Company's net asset value per Share. In the sole discretion of the board of trustees of the Company (the "Board"), as more fully set forth in the Memorandum, the Company intends to commence a share repurchase program in which it intends to offer to repurchase up to 5% of its Shares outstanding (either by number of Shares or aggregate net asset value) in each quarter. Aside from the potential for limited liquidity offered by quarterly Share repurchases, Shareholders generally should not expect to be able to sell their Shares regardless of how well the Company performs. While the Company may consider a liquidity event at any time in the future, it currently does not intend to undertake a liquidity event, including, without limitation, (i) an initial public offering or other listing of its Shares on a national securities exchange, (ii) a Sale Transaction or (iii) an orderly wind down and/or liquidation of the Company's assets. A "Sale Transaction" means (a) the sale of all or substantially all of the Company's assets to, or other liquidity event with, another entity or (b) a transaction or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock in each case for consideration of either cash and/or publicly listed securities of the acquirer. A Sale Transaction also may include a sale, merger or other transaction with one or more affiliated investment companies managed by the Adviser or its Affiliates (as defined below). The Company is not obligated by its Declaration of Trust or Bylaws, or otherwise, to effect a liquidity event at any time.

5.             Dividend Reinvestment Plan. The Company has adopted a dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of its Shareholders, unless a Shareholder elects to receive cash distributions. A Shareholder may elect to receive its entire dividend in cash by notifying the Adviser in writing no later than ten days prior to the record date for dividends to Shareholders.

6.             Limitations on Transfer.

7.             Representations and Warranties of the Company. The Company represents and warrants to the Subscriber (in reliance, where applicable, on the representations and warranties of the Subscriber contained in this Agreement and the representations and warranties of the Other Subscribers) that:

8.             Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to, except as otherwise set forth below, and agrees with, the Company as follows:

9.             Consent to Electronic Delivery of Form 1099. The Subscriber consents to receive Form 1099 (U.S. Internal Revenue Service Form 1099-DIV) from the Company electronically via email, the Internet, and/or another electronic reporting medium in lieu of paper copies. The Subscriber agrees that it will confirm this consent electronically at a future date in a manner set forth by the Adviser at such time.

10.           Tax Status of Flow-Through Subscriber. If the Subscriber is a partnership, a limited liability company treated as a partnership for United States federal income tax purposes, a grantor trust (within the meaning of Sections 671-679 of the Code) or an S corporation (within the meaning of Section 1361 of the Code) (each a "flow-through entity"), the Subscriber represents and warrants that either:

11.           Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except with the written consent of each of the Subscriber and the Adviser. This Agreement may be amended in accordance with its terms.

12.           Reduction or Rejection of Subscription. The Subscriber understands that the subscription for the Shares contained herein may be rejected by the Adviser, or the amount that the Subscriber desires to commit to the Company may be reduced, in either case in the Adviser's sole discretion at any time prior to a Closing. If the Subscriber's subscription is rejected in full, the Subscriber shall be relieved of all further obligations under this Agreement; provided, that Section 22 shall survive and continue to be binding on the Subscriber, and the Subscriber shall, at the request of the Adviser, return all Company Documents provided to the Subscriber.

13.           Additional Subscriber Information. The Subscriber understands that the information provided in this Agreement (including the Exhibits hereto and any other documents provided by the Subscriber to the Company or the Adviser in connection with its investment in the Company) or pursuant to this Agreement will be relied upon by the Company and the Adviser, including for the purposes of (i) determining the eligibility of the Subscriber to purchase or hold the Shares, (ii) making any required filings pursuant to Applicable Securities Laws and the Advisers Act, (iii) determining the Company's eligibility to invest in prospective portfolio companies and (iv) making representations in connection with the Company's investments. The Subscriber shall cooperate with the Adviser and agrees to provide in a timely manner, if requested, any additional information, form, disclosure, certification or documentation that the Adviser may reasonably request (including any information requested pursuant to the Foreign Account Reporting Regimes (as defined below)) in order to determine the eligibility of the Subscriber to purchase or hold the Shares, for the purpose of making any required filings pursuant to Applicable Securities Laws or the Advisers Act, for the purpose of determining the Company's eligibility to invest in prospective portfolio companies for the purpose of providing any necessary notice to, or obtaining any necessary approval or consent from, any governmental authority related to the Company's investments in a portfolio company, or for the purpose of making representations in connection with the Company's investments in portfolio investments, or in order to maintain appropriate records and provide for withholding amounts, if any, relating to the Subscriber's Shares, or otherwise as the Adviser deems reasonably necessary for the conduct of the Company's affairs and/or in order for the Company to comply with any of the Foreign Account Reporting Regimes. The Subscriber will furnish promptly to the Company, upon request, any information about the Subscriber reasonably determined by the Adviser to be necessary or convenient for the formation, operation, dissolution, winding-up or termination of the Company, including, if relevant, information with respect to the foreign citizenship, residency, ownership or control of the Subscriber and its beneficial owners so as to permit the Adviser to evaluate and comply with any regulatory and tax requirements applicable to the Company or actual or proposed investments of the Company; provided, that (x) such information is in the Subscriber's possession or is available to the Subscriber without unreasonable effort or expense and (y) the Subscriber's obligations with respect to such information shall not apply to the extent that disclosure of such information, under the applicable circumstances and taking into account any confidentiality obligations of the recipient, would result in the Subscriber being in violation or breach of applicable law or an agreement regarding the confidentiality of such other information.

14.           Survival; Obligation to Provide Additional Information. The Subscriber represents and agrees that the information provided with respect to the Subscriber in this Agreement (including the Exhibits hereto) and any other documents provided by the Subscriber to the Company in connection with its purchase of Shares regarding the Subscriber is true and correct as of the date of this Agreement and will be true and correct as of the Closing and shall be deemed to be reaffirmed by the Subscriber at any time the Subscriber receives any distributions from the Company. Without limiting the generality of the foregoing, if there should be any change in the information or if any of the information provided herein regarding the Subscriber (including the Exhibits hereto and any other documents provided by the Subscriber to the Company in connection with its purchase of Shares) ceases to be true and accurate, the Subscriber will immediately inform the Adviser in writing and furnish revised or corrected information to the Company in writing. The Subscriber also agrees, if requested, to confirm the continued accuracy of the information with respect to the Subscriber provided herein (including the Exhibits hereto) or in such other document, subject to any written updating information provided by the Subscriber to the Adviser pursuant to the preceding sentence. The representations and warranties made by the Subscriber shall survive the Closing and any investigation made by the Company, on the one hand, or the Subscriber on the other hand.

15.           Withholding Forms and Certain Other Tax Information; FATCA and other Automatic Exchange of Information Regimes.

All of the information, documentation, certifications and forms (and verifications thereof) described in this Section 15, collectively with the Tax Forms and any other tax-related information collected pursuant to this Agreement or the other subscription documents, is referred to herein as "Tax Information."

16.           Indemnity. Unless otherwise agreed by the Company in writing, to the fullest extent not prohibited by law, the Subscriber agrees to indemnify and hold harmless the Company, the Adviser, the Administrator and any director, trustee, officer, partner, member, manager, employee or agent of any such party and each person who controls the Company and each of such entities within the meaning of Section 20 of the Exchange Act (each, an "Indemnitee") from and against any loss, claim, damage, expense or liability due to or arising out of a breach of any representation or warranty or of any breach of or failure to comply with any covenant or undertaking of the Subscriber, or made on the Subscriber's behalf, contained in this Agreement (including the Exhibits hereto) or in any other documents provided by, or on behalf of the Subscriber to the Company in connection with the Subscriber's investment in the Company. Notwithstanding that any representations or warranties made by a nominee, custodian, trustee or person or entity that has the power and authority to act on behalf of or in trust of a Subscriber without separate legal personality are made on behalf of the Subscriber, such indemnity applies to any such nominee, custodian, trustee or other person or entity if such nominee, custodian, trustee or other person or entity has breached the representations in Sections 8(b), 8(c), or 8(y). Notwithstanding anything to the contrary contained herein or in the Company Documents, including, without limitation, as it relates to any indemnification or exculpation of the Adviser or Sub-Adviser, nothing herein or in the Company Documents shall be applied by the Adviser or Sub-Adviser to constitute a waiver of any such person's non-waivable federal fiduciary duties to the Company under the Advisers Act.

17.           Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by the respective successors and permitted assigns of, the parties hereto and shall, if the Subscriber consists of more than one person and/or entity, be the joint and several obligation of all such persons or entities. However, to the fullest extent permitted by law, the Subscriber shall not Transfer this Agreement or any of its rights in, to or under this Agreement without the prior written consent of the Company, and any such attempted Transfer without the prior written consent of the Company shall be void and without force or effect. Notwithstanding the foregoing, the Subscriber acknowledges that the Company may pledge, charge, mortgage, assign, Transfer and grant to a lender security interests in this Agreement and/or any of its rights in, to or under this Agreement.

18.           Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to any party when delivered by hand, when delivered by electronic mail and confirmed, or three (3) Business Days after being mailed, first-class postage prepaid, (i) if to the Subscriber, to it at the address (including e-mail address) set forth below its signature, or to such other address (including e-mail address) as it shall have furnished to the Company in writing, and (ii) if to the Company, to it at Macquarie Infrastructure Income Opportunities Fund (e-mail: MIIOInvestor@macquarie.com) or to such other address (including e-mail address), as the Company shall have furnished to the Subscriber in writing; provided, that any notice to the Company shall be effective only if and when received by the Company.

19.           Power of Attorney. Subject only to the acceptance of this Agreement by the Company, the Subscriber hereby makes, constitutes and appoints the Company, with full power of substitution, its true and lawful representative and attorney-in-fact, and its agent, with full power and authority in its name, place and stead, to make, execute, verify, sign, acknowledge, record, deliver, swear to, publish and/or file (i) any certificate or other document required to effect the formation, continuation, qualification, winding up or dissolution of the Company in accordance with the terms of the Declaration of Trust or Bylaws or which Company Counsel deems necessary to comply with any U.S. federal, state or other law applicable to the Company, (ii) any certificate or documents necessary or advisable for the Company to continue as a BDC, (iii) any amendments to the Declaration of Trust or Bylaws or any of the foregoing adopted or otherwise made in accordance with the provisions of the Declaration of Trust or Bylaws, (iv) all certificates and other instruments deemed advisable by the Company in order for the Company to enter into any borrowing or pledging arrangement and (v) any other instruments authorized by the Declaration of Trust or Bylaws. To the fullest extent permitted by law, this power of attorney is coupled with an interest, is irrevocable and shall survive, and shall not be affected by, the Subscriber's subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution, regardless of whether the Company has had notice thereof, and shall survive the delivery of an assignment by the Subscriber of the whole or any portion of its Shares, except that where the assignee thereof has been approved by the Company, this power of attorney given by the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, acknowledge and file any instrument necessary to effect such substitution.

20.           Disclosure of Information. The Subscriber acknowledges and agrees that each of the Company, the Administrator, the Adviser and/or the Sub-Adviser may disclose to each other, any Affiliate, any other service provider to the Company or any regulatory body in any applicable jurisdiction to which any of the Company, the Administrator, the Adviser and/or the Sub-Adviser is or may be subject, copies of its subscription application/documents and any information concerning the Subscriber in their respective possession, whether provided by the Subscriber to the Company, the Administrator, the Adviser and/or the Sub-Adviser or otherwise, including details of its holdings in the Company, historical and pending transactions in the Shares and the values thereof, and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise.

21.           Confidentiality. The Subscriber acknowledges that the Memorandum and other information relating to the Company (the "Confidential Information") have been submitted to the Subscriber on a confidential basis for use solely in connection with its consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Adviser, or their Affiliates, and any other investment vehicles whose investment adviser is the Adviser or an Affiliate of the Adviser. The Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and the Subscriber agrees that it shall not trade in the securities of any issuer about which it receives material non-public information under this Agreement or in the Subscriber's capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Company (which consent may be withheld at the sole discretion of the Company), the Subscriber shall not (i) reproduce the Memorandum or any other Confidential Information, in whole or in part, or (ii) disclose the Memorandum or any other Confidential Information to any person who is not the Subscriber's officer or employee who is involved in its investments, partner (general or limited) or Affiliate (it being understood and agreed that if the Subscriber is a pooled investment fund, the Subscriber shall only be permitted to disclose the Memorandum or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 21 and the Subscriber remains liable for any breach of this Section 21 by the Subscriber's investors), except to the extent such information is (x) in the public domain (other than as a result of any action or omission by the Subscriber or any person to whom the Subscriber has disclosed such information) or (y) required by applicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Company of such requirement (unless such notification is prohibited by law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 21, and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 21, then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally required to be disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that such information be accorded confidential treatment. The Subscriber further agrees to return the Memorandum and any other Confidential Information upon the Company's request therefor. The Subscriber hereby represents and warrants that, except as previously disclosed to the Adviser or the Company in writing, (A) it is not subject to any law, statute, governmental rule or regulation or judicial or governmental order, judgment or decree requiring it to disclose any information or materials (whether or not Confidential Information) relating to any of the Company or its Affiliates or any investors therein, (B) it is not required by any law, statute, governmental rule or regulation or judicial or governmental order, judgment or decree or any agreement or contract to obtain any consent or approval prior to agreeing to be bound by the confidentiality covenants set forth herein or in any Company Documents, and (C) any information provided at the direction or request of the Subscriber shall be treated for purposes hereof and for purposes of any applicable Company Documents as instead having been provided to such person by the Subscriber, and such deemed disclosure by the Subscriber shall be subject to all of the limitations and other provisions in this Agreement and the Company Documents relating to Confidential Information. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this Section 21 by the Subscriber and that, in addition to any other remedies available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Nothing in this Agreement shall be construed to (1) prohibit any person from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, or (2) require any such person to notify the Company that it has made such reports or disclosures.

22.           Third-Party Rights. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and the Company's successors and assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. Except for any lender that provides financing and/or to the extent otherwise agreed by the Subscriber in writing, a person who is not party to this Agreement has no right to enforce directly any term of this Agreement; provided, that each Indemnitee may enforce directly his, her or its rights pursuant to Section 16 of this Agreement. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any Indemnitee) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

23.           No Joint Liability Among the Company, the Adviser, the Sub-Adviser and the Administrator. The Company shall not be liable for the fulfillment of any obligation of the Adviser, the Sub-Adviser or the Administrator under or in connection with this Agreement. The Adviser shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Company, the Sub-Adviser or the Administrator under or in connection with this Agreement. The Sub-Adviser shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Company, the Adviser or the Administrator under or in connection with this Agreement. The Administrator shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Company, the Adviser or the Sub-Adviser under or in connection with this Agreement. There shall be no joint and several liability of the Company, the Adviser, the Sub-Adviser and the Administrator for any obligation under or in connection with this Agreement.

24.           General.

TRANSFER RESTRICTIONS

This Annex 1 is attached to and made a part of the Agreement with the Subscriber, and by signing this Agreement the Subscriber expressly agrees to be bound by the transfer restrictions contained in this Annex 1. Capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement.

The Subscriber may not Transfer any of its Shares without the express written consent of the Company, which may be granted or withheld in the sole discretion of the Adviser.

Transfers of Shares may be made (i) only in transactions exempt from, or not subject to, the registration requirements of the Securities Act, (ii) to transferees that satisfy the applicable investor eligibility standards for the purchase of the Shares, as determined in the sole discretion of the Adviser, and (iii) upon receipt of approval of such Transfer by the Adviser, which may be granted or withheld in the sole discretion of the Adviser. Without limiting the generality of the foregoing, the Company may deny a Transfer (x) if such Transfer would constitute or result in a non-exempt "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code, or would result in any portion of the assets of the Company being deemed to constitute "plan assets" subject to ERISA or Section 4975 of the Code, or (y) unless, in the opinion of counsel (who may be Company Counsel) satisfactory in form and substance to the Company, such Transfer has been registered under the Securities Act in a transaction exempt from or not subject to the registration requirements thereunder, an exemption from registration is available or such sale or disposition is made in accordance with the provisions of Regulation S under the Securities Act and such Transfer does not violate any state (or other jurisdiction) securities or "blue sky" laws applicable to the Company or the Shares to be transferred.

No Transfer will be effectuated except by registration of the Transfer on the Company's books. Each transferee must agree to be bound by these restrictions and all other obligations as a Shareholder of the Company.

The Company shall not recognize for any purpose any purported Transfer of all or any portion of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to such transferor, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Agreement, the Company Documents, the provisions of the Memorandum and all applicable laws and regulations applicable to the transferee and the transferor.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of _________, 202__.

Subscriber Signature Page

IN WITNESS WHEREOF, the undersigned has executed this Agreement for the purchase of Shares in the Company and (i) confirms that the representations made herein are true statements and (ii) to the extent consistent with the election made in Exhibit E to this Agreement, confirms its consent to electronic receipt of the Company's Privacy Notice and Form 1099 statements in respect of its Shares in the Company pursuant to Exhibit E to this Agreement.

Confidential, Proprietary and Trade Secret

SUBSCRIBER INFORMATION

Fed wire instructions for cash distributions:

Bank Account Type:

Checking ¨

Savings ¨

Contact person (to receive e-mail copies of all correspondence, including distribution notices, tax information, information related to annual meetings, general correspondence and legal documents). This address will be included in the books and records of the Company and will be used for purposes of providing notices to the Subscriber:

Interested Parties:

The Subscriber hereby authorizes the Company to send any and all information about the Subscriber's investment in the Company to the Interested Parties identified below. This contact information may be updated and communicated to the Company from time to time.

Authorized Signors:

Please provide the information requested in the table below for the authorized signors in connection with the investment.

Confidential, Proprietary and Trade Secret

WIRE INFORMATION FOR FUNDING

In connection with the submission of the Subscription Agreement, Subscribers are asked to submit funds via wire transfer in the amount of their requested subscription amount to the following bank account. The Company has the full right to accept or reject a subscription in its sole discretion. The Company also has the right to cease accepting subscriptions at any time without notice. If a Subscriber's subscription is rejected, the Company will promptly return any funds provided by the Subscriber, without interest, by wire transfer to an account designated by the Subscriber.

Wells Fargo Bank

333 Market Street

San Francisco, CA 94105

ABA: 121000248

SWIFT: WFBIUS6S

DDA: 2020050842775

FFC: Macquarie Infrastructure Income Opportunities Fund

Confidential, Proprietary and Trade Secret

Beneficial Owners:

Please provide the information requested in the table and questions below for the beneficial owners of the Subscriber.

¹ For purposes of this question, an individual includes an IRA or 401k account.

Yes ¨ No ¨

If yes, please describe such relationships:

Yes ¨ No ¨

Please note that if any information is requested to be delivered to a party other than the Subscriber, the Adviser will retain sole discretion over whether such additional party may receive the information and/or whether such additional party may be required to execute a confidentiality agreement in connection therewith.

Tax Matters:

Yes ¨ No ¨

If the question above was answered "Yes," please indicate which of the above clauses (i)-(iv) is applicable in the space below:

__________________________________________________________

Yes ¨ No ¨

Confidential, Proprietary and Trade Secret

Yes ¨ No ¨

Yes ¨ No ¨

If the box above is checked "Yes," the Subscriber is required to fill in and sign and date Form W-8EXP in accordance with the instructions to such form and, in the event that any applicable reduction or exemption from U.S. federal withholding tax is claimed, is required to provide all applicable attachments or addenda as required to claim such exemption or reduction.

Yes ¨ No ¨

Subscriber Type of Organization for Form PF Reporting:

The Subscriber represents that it is one of the below types of organizations (please check only one). Note that for purposes of Form PF and this item, "Form PF US Person" means any person that is a "U.S. Person" as defined in Rule 902 of Regulation S, except that any discretionary account or similar account that is held for the benefit of a United States person by a dealer or other professional fiduciary is a United States person if the dealer or professional fiduciary is a related person of the Adviser and is not organized, incorporated, or (if an individual) resident in the United States.

Confidential, Proprietary and Trade Secret

EXHIBIT A

ACCREDITED INVESTOR STATUS

The Subscriber hereby represents and warrants, pursuant to Section 8(l) of the attached Agreement, that he, she or it is correctly and in all respects described by the category or categories set forth below directly next to which the Subscriber or its authorized representative has checked the corresponding category or categories. Capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement.

For Individual Investors:

For Entity Investors:

Confidential, Proprietary and Trade Secret

Confidential, Proprietary and Trade Secret

For Non-U.S. Investors:

U.S. Person Status

The Subscriber hereby represents and warrants, pursuant to Section 8(l) of the attached Subscription Agreement, that he, she or it is a "U.S. Person" set forth in Rule 902(k) of Regulation S under the Securities Act.

¨ Check this box if the Subscriber is not a U.S. Person, as set forth below.

Capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement.

A "U.S. Person" is defined for the purposes of Rule 902(k) of Regulation S under the Securities Act as any of the following:

(a)            A natural person resident in the United States of America, its territories and possessions, any state of the United States, or the District of Columbia (the "United States").

(b)            A partnership or corporation organized or incorporated under the laws of the United States.

(c)            An estate of which any executor or administrator is a U.S. Person, unless, in the case of an estate of which any professional fiduciary acting as executor or administrator is a U.S. Person, the estate is governed by laws of a jurisdiction other than the United States and an executor or administrator who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate.

(d)            A trust of which any trustee is a U.S. Person, unless, in the case of a trust of which any professional fiduciary acting as trustee is a U.S. Person, a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.

(e)            An agency or branch of a non-United States entity located in the United States.

(f)            A non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person.

(g)            A discretionary account or similar account (other than an estate or trust) held by a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the United States unless such account is held for the benefit or account of a non-U.S. Person.

Confidential, Proprietary and Trade Secret

(h)            A partnership or corporation (i) organized or incorporated under the laws of any jurisdiction other than the United States and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D under the Securities Act) who are not natural persons, estates or trusts.

EXHIBIT B

INVESTMENT COMPANY ACT MATTERS

Unless otherwise indicated, capitalized terms used without definition in this Exhibit shall have the respective meanings specified in the attached Subscription Agreement.

Investment Company Act Matters:

¨ True                     ¨ False

¨ True                     ¨ False

¨ True                     ¨ False

¨ True                     ¨ False

¨ True                     ¨ False

¨ True                     ¨ False

¨ True                     ¨ False

Confidential, Proprietary and Trade Secret

EXHIBIT C

PLAN INVESTOR REPRESENTATIONS

The Subscriber hereby represents and warrants, pursuant to Section 8(o) of the attached Agreement, as set forth below. Subscribers for whom the answer to items 1, 2, 3, 4 or 5 below is "Yes" shall be referred to in this Exhibit C and the Subscription Agreement as "Plan Investors." Capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement.

Confidential, Proprietary and Trade Secret

The Subscriber shall notify the Company promptly after obtaining knowledge of the occurrence of any event which invalidates or otherwise renders inaccurate (or will be reasonably expected to invalidate or otherwise render inaccurate) any of the foregoing representations, warranties and covenants.

Confidential, Proprietary and Trade Secret

EXHIBIT D

RULE 506(D) MATTERS

The Subscriber¹ has not been subject to any Regulation D Rule 506(d) Disqualifying Event.

Each of the enumerated instances below is a Disqualifying Event for the purposes of the Subscriber's response above. The Subscriber has been subject to a Disqualifying Event if the Subscriber:

Confidential, Proprietary and Trade Secret

Confidential, Proprietary and Trade Secret

EXHIBIT E

CONSENT TO ELECTRONIC DELIVERY OF THE COMPANY'S PRIVACY NOTICE
AND U.S. INTERNAL REVENUE SERVICE FORM 1099-DIV AND DISCLOSURE STATEMENT

As a Shareholder of the Company, the Subscriber hereby consents, notwithstanding anything to the contrary in the Company Documents, to receive U.S. Internal Revenue Service Form 1099-DIV ("Form 1099") in respect of the Company through electronic delivery.

The Subscriber hereby acknowledges the following:

Technical Requirements: The Subscriber may download a free copy of Adobe Acrobat Reader, which will allow the Subscriber to view the Form 1099 statements, by visiting http://get.adobe.com/reader. This page contains information about the system requirements needed to use the software. Alternatively, the Subscriber may be able to use an alternative PDF reader software.

Confidential, Proprietary and Trade Secret

EXHIBIT F

PROFESSIONAL CLIENT STATUS

FOR SUBSCRIBERS RESIDENT IN LUXEMBOURG:

Verification of status as a "professional client"

We represent and warrant that we are a "professional client" under Annex III of the Luxembourg law of 5 April 1993 on the financial sector, as amended (the "1993 Law"), and have checked the applicable statements below pursuant to which we qualify. We agree to provide such further information and execute and deliver such documents as the Company or the Adviser may reasonably request to verify that we qualify.

Please check one or more statements, as applicable, below.

We possess the experience, knowledge and expertise to make our own investment decisions and properly assess the risks that it incurs and are one of the following types of client:

Confidential, Proprietary and Trade Secret

PLEASE NOTE: The subscriber acknowledges that, notwithstanding anything to the contrary in this Subscription Agreement, the subscription for a Share shall not be deemed accepted by the Company until the Company has determined, in its sole discretion, that the subscriber satisfies the professional client criteria.    

FOR SUBSCRIBERS RESIDENT IN THE UNITED KINGDOM ("UK SUBSCRIBERS") OR EUROPEAN ECONOMIC AREA ("EEA SUBSCRIBERS"):

Confidential, Proprietary and Trade Secret

FOR SUBSCRIBERS RESIDENT IN SINGAPORE ("SINGAPORE SUBSCRIBERS"):

The Subscriber is, as at the date of this Subscription Agreement and will at all times continue to be (and where applicable, elect to be), an "accredited investor" (or an investor in an equivalent class under the laws of the country or territory in which the offer of or invitation to subscribe for Shares is made), or an "institutional investor" (as such terms are defined in the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore, as amended from time to time (the "SFA") and/or any regulations promulgated thereunder). The undersigned agrees to promptly provide documentary evidence of such status as the Administrator or the Company may from time to time request.

EXHIBIT G

Privacy Notice

We are committed to protecting the privacy of our potential, current, and former customers. To provide the products and services you request, we must collect personal information about you. We do not sell your personal information to third parties. We collect your personal information and share it with third parties as necessary to provide you with the products or services you request and to administer your business with us. This notice describes our current privacy practices. While your relationship with us continues, we will update and send our privacy practices notice as required by law. We are committed to continuing to protect your personal information even after that relationship ends. You do not need to take any action because of this notice.

Information we may collect and use

We collect personal information about you to help us identify you as our potential, current, or former customer; to process your requests and transactions; to offer investment services to you; or to tell you about our products or services we believe you may want to use. The type of personal information we collect depends on the products or services you request and may include the following:

·          Information from you: When you submit your application or other forms or request information on our products (online or otherwise), you give us information such as your name, address, Social Security number, your financial account information, and your financial history.

·           Information about your transactions: We keep information about your transactions with us, such as the products you buy from us; the amount you paid for those products; your investment activity; and your account balances.

·           Information from your employer: In connection with administering your retirement plan, we may obtain information about you from your employer.

·          Information received from third parties: In order to verify your identity or to prevent fraud, we may obtain information about you from third parties.

How we use your personal information

We do not disclose nonpublic personal information about our potential, current, and former customers unless allowed or required by law. We may share your personal information within our companies and with certain service providers. They use this information to process transactions you have requested; provide customer service; and inform you of products or services we offer that you may find useful. Our service providers may or may not be affiliated with us. They include financial service providers (for example, third-party administrators; broker/dealers; and other financial services companies with whom we have joint marketing agreements). Our service providers also include nonfinancial companies and individuals (for example, consultants; information services vendors; and companies that perform mailing or marketing services on our behalf). Information obtained from a report prepared by a service provider may be kept by the service provider and shared with other persons; however, we require our service providers to protect your personal information and to use or disclose it only for the work they are performing for us, or as permitted by law.

We also may provide information to regulatory authorities, law enforcement officials, and others to prevent fraud or when we believe in good faith that the law requires disclosure. In the event of a sale of all or part of our businesses, we may share customer information as part of the sale. We do not sell or share your information with outside marketers who may want to offer you their own products and services.

Security of information

Keeping your information safe is one of our most important responsibilities. We maintain physical, electronic, and procedural safeguards to protect your information. Our employees are authorized to access your information only when they need it to provide you with products and services or to maintain your accounts. Employees who have access to your personal information are required to keep it strictly confidential. We provide training to our employees about the importance of protecting the privacy of your information.

Confidential, Proprietary and Trade Secret

Macquarie Asset Management (MAM) is the asset management division of Macquarie Group. MAM is an integrated asset manager across public and private markets offering a diverse range of capabilities, including real assets, real estate, credit, equities, and multi-asset solutions.

Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.

This privacy practices notice is being provided on behalf of the following:

Macquarie Management Holdings, Inc. and each of its affiliates, such as direct or indirect subsidiaries, and any fund or product sponsored by or otherwise affiliated with Macquarie

Central Park Group (CPG) Funds Macquarie Funds

Macquarie ETF Trust

Macquarie Investment Management Austria

Kapitalanlage AG Macquarie Investment

Management Europe Limited Macquarie Investment

Management Europe S.A.

Macquarie Investment Management

Global Limited Optimum Fund Trust

Revised January 2025

EXHIBIT H

TAX FORMS

U.S. Investors

Link to IRS Form W-9: http://www.irs.gov/file_source/pub/irs-pdf/fw9.pdf

Non-U.S. Investors

Link to IRS Form W-8BEN: http://www.irs.gov/pub/irs-pdf/fw8ben.pdf 

Link to IRS Form W-8BEN-E: http://www.irs.gov/pub/irs-pdf/fw8bene.pdf 

Link to IRS Form W-8IMY: http://www.irs.gov/pub/irs-pdf/fw8imy.pdf 

Link to IRS Form W-8EXP: http://www.irs.gov/pub/irs-pdf/fw8exp.pdf 

Link to IRS Form W-9: http://www.irs.gov/pub/irs-pdf/fw9.pdf

EXHIBIT I

ANTI-MONEY LAUNDERING - DOCUMENTATION

SEI Global Services Inc. ("GS") is a wholly owned subsidiary of SEI Investments Company ("SEI"), which is incorporated and publicly traded in the United States of America is subject to the laws and regulations of such jurisdiction and is regulated by the Securities and Exchange Commission. SEI GS has developed policies, procedures and internal controls designed to comply with all anti-money laundering laws and regulations applicable to fund domiciliation. In order to comply with these anti-money laundering regulations, SGSI will require from any investor or Shareholder a detailed verification of the identity of such investor or Shareholder, the identity of the beneficial owners of such investor or Shareholder, the source of funds used to commit to purchase Shares, or other additional information which may be requested from any investor or Shareholder for such purposes from time to time. SGSI has policies and procedures in place to verify the identity of all applicants in all Funds that SGSI administers in accordance with applicable regulations, and these procedures conform to industry standard guidelines. An outline summary of the Anti-Money Laundering verification documentation that SGSI is required to obtain for various entity types investing under its administration is listed below. SGSI reserves the right to request such information as is necessary to verify the identity of an applicant and where applicable, the beneficial owner.

Simplified CDD

Simplified CDD can be applied in instances where the jurisdiction involved and customer type is deemed lower risk from a Money Laundering and Terrorist Financing perspective. Where Simplified CDD is applied the emphasis is more on independent verification.

Standard CDD

Standard CDD will be applied where the customer/entity investing is in a jurisdiction deemed to have equivalent levels of AML/CTF controls as the Cayman Islands. Additionally, the entity type, as a result of the risk assessment, is not deemed to be higher risk, however information on the beneficial owners and controllers is not publicly available and therefore information is required from the Investor.

Enhanced CDD

Enhanced CDD is applied on a risk sensitive basis in any situation, which by its nature would present a higher risk of money laundering or terrorist financing. Typically ECDD will be applied to investors located in higher risk jurisdiction, with a complex legal structure or where the registered shareholder or ultimate beneficial owner of the registered shareholder has been identified as a Politically Exposed Person.

Please note the above is a guideline and SEI reserve the right to apply Enhanced CDD to any Subscriber where it deems the situation warrants the approach or may request further information as it deems necessary as part of its AML verification process. Please see the below table detailing what is typically requested for the most common entity types under Standard CDD.

Confidential, Proprietary and Trade Secret

Individual:

Private Corporation, Limited Liability Companies (LLC):

Limited Partnership:

Non-Profit/Foundation/Endowment:

Pension

Trust:

Confidential, Proprietary and Trade Secret

Regulated Financial Institution

Publicly Traded

Government Entity

Collective Investment Schemes (CIS), Fund of Funds (FoF):