Macquarie Capital Partners LLC

Item 5 – “Fees and Compensation”) in connection with SPV investments, it expects to be subject
to a potential conflict of interest in connection with approving transactions and setting such
compensation. In many cases, Supplemental Fees are based on enterprise value or other metrics
relating to a Credit Investment, but also have the potential to be charged on a flat-fee basis or based
on another metric, and there can be no assurance that the amount of Supplemental Fees charged
will be proportional to the amount of hours of work performed or tangible work product generated
on behalf of the Credit Investment.

        The Registrant and/or its affiliates reserve the right to enter into Side Letters with certain
Investors in an SPV providing such investors with different or preferential rights or terms,
including, but not limited to, different fee structures or arrangements (including discounted or
rebated compensation terms), information rights, specialized reporting, priority co-investment
rights or targeted co-investment amounts, liquidity or transfer rights, confidentiality protections
and disclosure rights, modification of default remedies, investment pacing restrictions, as well as
economic, procedural and other terms, many of which will not be subject to the “most-favored
nation” provisions of an SPV’s Governing Documents.

         The Registrant is likely to have its own economic and/or other business incentives to
provide certain terms to certain Investors, e.g., based on commitment amount to an SPV or the
timing thereof, the ability of an Investor to provide sourcing or other services to the Registrant, its
affiliates and personnel or the SPVs, or the potential to establish, recognize, strengthen or cultivate

relationships that have the potential to provide longer-term benefits to the Registrant, its affiliates
and personnel, or the SPVs. Further, Side Letters are also expected to relate to strategic
relationships under which an investor agrees to make Commitments to multiple SPVs. Except in
circumstances and on the timing required by Governing Documents and/or applicable law, other
investors will not receive copies of Side Letters or related provisions, and as a general matter, the
other investors have no recourse against an SPV, the Registrant, the relevant General Partner or
any of their affiliates in the event that certain investors have received additional and/or different
rights and/or terms as a result of such Side Letters. Side Letters subject the Registrant to potential
conflicts of interest, including in circumstances where an investor’s right to serve on the relevant
SPV’s advisory committee results in the investor receiving additional information relative to other
investors. To the extent an investor is subject to statutory or other limitations on indemnification,
or otherwise negotiates rights relating thereto, other investors may be subject to increased losses,
or be required to bear an increased portion of indemnification amounts. Other Side Letter rights
are likely to confer benefits on the relevant Investor at the expense of the relevant SPV or of
Investors as a whole, including in the event that a Side Letter confers additional reporting,
information rights and/or transfer rights, the costs and expenses of which are expected to be borne
by the relevant SPV.

         The Registrant also generally has authority under the Governing Documents to consent to
(or reject) transfers requested by one or more limited partners, and reserves the right to consent to
certain transfers in advance, or to condition its consent on any number of factors agreed with
individual investors via Side Letter, including the condition that the transferor, transferee or their
affiliates invest (or invest above certain amounts) in future SPVs. The Registrant also is not
prohibited from purchasing SPV interests from limited partners that desire to transfer their
interests. The Registrant is subject to conflicts of interest in purchasing such interests, as it
generally possesses certain confidential information relating to the SPVs and their investments,
not all of which is expected to be known by the transferring limited partner, and the Registrant
generally will not obtain a fairness opinion or third-party valuation of such interests. The
Registrant similarly expects to use its discretion to select limited partners from whom it will
acquire SPV interests based on eligibility and other factors similar to those employed in selecting
co-investors, and will determine in its sole discretion whether it will offer to purchase SPV interests
from one or more limited partners. Although in many cases the relevant transferor and transferee
will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will
be borne by the relevant SPV.

        The Registrant has established policies and procedures to monitor and resolve conflicts
with respect to investment opportunities in a manner the Registrant deems fair and equitable,
including the restrictions placed on personal trading in the Code, as described above, and regular
monitoring of employee transactions and trading patterns for actual or perceived conflicts of
interest, including those conflicts that may arise as a result of investments. Conflicts of interest not
described herein may also exist. The Registrant can give no assurance that any conflicts of interest
will be resolved in favor of a particular SPV or Investors. For additional information regarding
the foregoing or the risks and conflicts with respect to any SPV sponsored or managed by
Macquarie, please see the Governing Documents of the applicable SPV.

TYPES OF CLIENTS

        The Registrant provides investment advice solely to its SPV clients, and references
throughout this Brochure to “clients” and to the Registrant’s related duties to and practices on
behalf of its clients and/or Investors should be construed accordingly. The Investors participating
in the SPVs generally include banks or thrift institutions, other investment entities, university
endowments, sovereign wealth funds, super funds, superannuation funds and other funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities.

       Each SPV generally has a minimum investment amount for a third-party investor, and an
SPV’s interests are offered and sold solely to qualified purchasers, as defined in Section
2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”). The Registrant generally is permitted to waive such minimum investment amount.
Prospective Investors should refer to the Governing Documents of each respective SPV for
information related to specific minimum investment requirements.