Macquarie Wealth Advisers LLC

Item 5 – Fees and Compensation
         Registered Funds and Registered Fund of Funds. For providing certain management and
 administrative services to Registered Funds and Registered Fund of Funds, the Adviser receives
 directly from each Fund a monthly or quarterly fee, as applicable, based on the net assets or capital
 commitments of the Fund, in accordance with the investment advisory or similar agreement
 applicable to that Fund and as disclosed in each Fund’s offering documents. These fees are not
 negotiable by investors in the Registered Funds and Registered Fund of Funds but are subject to
 periodic renewal by the Fund’s Board of Directors. For Registered Funds and Registered Fund of
 Funds, the Adviser does not receive any fees in advance of providing services and management fees
 are payable in arrears. Additionally, Registered Funds and Registered Fund of Funds may pay a fee to
 placement agents, distributors, sub-placement agents, dealers or selling agents out of the net assets
 of certain designated Fund shares or “units” based on the net asset value or capital commitments of
 such units as disclosed in a Fund’s offering documents. A Registered Fund and Registered Fund of
 Funds may also be charged a portion of the expenses associated with personnel of the Adviser or its
 affiliates providing legal services to such Fund and producing regulatory materials.

       BDCs. For providing investment advisory and management services to the BDC, the Adviser
 receives directly from the BDC a monthly management fee based on the net assets of the BDC, in
 accordance with the investment advisory agreement applicable to that BDC and as disclosed in the
 BDC’s offering documents. These fees are not negotiable by investors in the BDC but are subject to
 periodic renewal by the BDC’s Board of Trustees. For BDCs, the Adviser does not receive any fees in
 advance of providing services and management fees are payable in arrears. Additionally, the Adviser
 may receive an incentive fee consisting of two components: (i) an income-based incentive fee
 calculated and payable quarterly in arrears based on the BDC’s pre-incentive fee net investment
 income, subject to a hurdle rate with a catch-up feature, and (ii) a capital gains incentive fee payable
 annually in arrears based on cumulative realized capital gains, net of all realized capital losses and
 unrealized capital depreciation, as disclosed in the BDC’s offering documents. The Adviser, in its
 capacity as administrator, is also reimbursed by the BDC for its costs, expenses, and the BDC's
 allocable portion of the Adviser's personnel compensation and overhead incurred in performing
 administrative obligations pursuant to an administration agreement. A BDC is also permitted to pay
 a distribution and/or shareholder servicing fee to an intermediary manager or other financial
 intermediaries based on the aggregate net assets of the BDC, as disclosed in the BDC's offering
 documents.

       Reporting Funds. For providing investment advisory services to the Reporting Funds, the
 Adviser receives a Management Fee computed and payable monthly in arrears, at the annual rate of
 1.25% of each Reporting Fund’s NAV. In addition, each Reporting Fund will make a performance
 allocation to the General Partner or an affiliate (the “Performance Allocation”) in an amount equal to
 12.5% of Total Return (for such classes of Units that are subject to Performance Allocations) subject
 to a 5% annual Hurdle Amount and a High-Water Mark with a 100% catch-up, without duplication
 for any Performance Allocation paid by each Fund in respect of such class during such fiscal year.

        Access Funds, Fund of Funds and Other Clients. With regard to the Access Funds, Fund of
 Funds and other Clients, the Adviser’s fees are based on the services it provides, the amount
 contributed or committed by investors and whether there is a financial intermediary, all of which is
 set forth in the offering document for the applicable Fund or Client. Generally, the Adviser will, as
 described in each Fund’s or Client’s, as the case may be, offering documents, receive an asset-based
 fee directly from such Fund or Client based on assets under management or capital commitments,
 and, in certain cases, the Adviser or an affiliated entity receives an incentive allocation based on net new
 profits, subject to a high-water mark. In the event that the Adviser has received any fees in advance
 of providing services, it will, upon termination of its services, pro-rate and refund any excess amount.
 The Adviser or its affiliates, at their sole discretion, reserve the right to waive or rebate all

                             Macquarie Wealth Advisers, LLC

or a portion of any fees they are otherwise entitled to receive.

These fees are generally not negotiable by investors in the Funds or fund Clients. As may be disclosed
in the applicable offering documents, the Adviser and its affiliates may pay from their own resources
compensation to affiliated persons and brokers or dealers in connection with the sale and
distribution of shares, units or interests in the Funds or fund Clients described above. Additionally,
the Adviser or its affiliates may pay from their own resources, a servicing fee to a distributor and to
other selected securities dealers, placement agents and other financial industry professionals for
providing ongoing broker-dealer services in respect of clients to whom they have distributed shares
or interests. Such compensation arrangements present potential conflicts of interest. See Item 14.

The specific manner in which fees are charged by the Adviser is established in a Client’s written
agreement with the Adviser.

Any fees charged by the Adviser may be shared or allocated to an affiliate or third party which acts as
sub-adviser to a Client, is delegated duties with regard to the investment management of a Client or
...

Item 7 – Types of Clients

Generally, the Adviser’s clients are registered investment companies, BDCs, private investment funds
(including Reporting Funds) and qualified purchasers. Investors in the Funds may include, but are
not limited to, high net worth individuals, financial institutions, pension plans, trusts, foundations,
family offices, corporations, and other institutional investors.

Investors in the Adviser’s Funds or other fund Clients are generally qualified purchasers as defined in
Section 2(a)(51) of the 1940 Act; except that investors in BDCs, Registered Funds or Registered Fund
of Funds need only be accredited investors as defined in Regulation D of the Securities Act of 1933, as
amended. In the case of any fund to be advised by the Adviser in the future that is a Registered Fund
and is also registered under the Securities Act of 1933, it will not need to limit investors to accredited
investors; however, if it is to receive a fee based on the performance of such fund, investors must be
qualified clients as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”). The Funds themselves are typically qualified purchasers.

                             Macquarie Wealth Advisers, LLC