Belhealth Investment Partners LLC

Fees and Compensation

A. Advisory Fees and Compensation.

      The fees applicable to each Fund are set forth in detail in each Fund's offering
documents. A brief summary of such fees is provided below.

       Management Fee

        Generally, each Fund pays the Investment Adviser an annual fee (the "Management
Fee") equal to (a) during the Investment Period for such Fund, 2.0% of the aggregate
commitments of the Funds, and (b) following the Investment Period until the end of the Fund
Term, 2.0% of the aggregate cost basis of all Portfolio Investments held by the Fund and not
written down to zero for such Fund. The Management Fee is payable in advance quarterly.

         The Investment Adviser may, at its sole discretion, waive all or any portion of the
Management Fee that would otherwise be payable by the Funds, in respect of a Limited Partner
that is a member, employee, officer, manager or affiliate of the Fund General Partners.

       Carried Interest

        Generally, the Funds (and therefore each investor in these Funds) pay a 20% carried
interest (the "Performance Compensation") to the general partner according to terms as
described in their respective Limited Partnership Agreements. Terms generally require that
prior to the applicable Fund General Partner earning any carried interest, investors must first
receive their contributed capital, plus an 8% preferred return before the general partner of each
Fund receives its 20% carried interest. Carried interest received by the applicable Fund General
Partner is subject to a "clawback", meaning that if subsequent investments do not meet the
thresholds for carried interest, such Fund General Partner may be required to return a portion
of the carried interest to the applicable Fund for distribution to Limited Partners.

B. Payment of Fees.

         Management Fees are paid out of drawdowns of committed capital or directly out of
the Fund's assets. Carried interest is distributed to the applicable Fund General Partner when
the Fund makes distributions to Limited Partners (assuming there are sufficient profits to return
all of such investors' contributed capital plus an 8% preferred return thereon).

C. Transaction Fees.

       100% of all transaction fees (e.g., break-up fees, financial fees, monitoring fees etc.)
received (net of all related expenses) by the Investment Adviser and its affiliates in connection
with consummated or prospective investments of the Funds will be applied to reduce the
Management Fee due in respect of such Funds.

D. Additional Compensation and Conflicts of Interest.

         Neither the Investment Adviser nor any of its supervised persons accepts compensation
(e.g., brokerage commissions) for the sale of securities or other investment products.

E. Expenses.

        The Funds will generally bear their organizational and offering expenses, excluding
placement agent costs. The Funds will reimburse the Investment Adviser for any such expenses
which the Investment Adviser advances on behalf of the Funds. The Funds will bear all costs
and expenses directly relating to the purchase, holding, monitoring or sale of portfolio
investments, whether or not consummated (including, without limitation, fees and expenses of
legal counsel, accountants and management and technical consultants), and general expenses
relating to the Funds' operations, including but not limited to administration and related fees,
annual auditing fees, bank charges, legal fees and expenses, insurance premiums, reporting
costs and the reasonable out of pocket expenses of Fund advisory boards, operating partners
and investor committees. Notwithstanding the foregoing, the Funds will not be responsible for
any consulting fees other than consulting fees incurred in connection with the due diligence of
actual or prospective investments. In certain cases, the Funds' governing documents contain
provisions requiring the Investment Adviser to bear certain organizational expenses incurred
in excess of a pre-determined dollar limit.

        To the extent practicable, any third-party expenses relating to consummated
investments will be charged to the relevant portfolio company. If such expenses are not
charged to such portfolio company, then they will be paid by the applicable Fund and included
in the cost of investment.

        The Fund’s as provided in their applicable Limited Partnership Agreements (“LPA”),
indemnify, hold harmless and release each Covered Person, to the fullest extent permitted by
applicable law, from and against all claims, demands, liabilities, costs, expenses, damages,
losses, suits, proceeding and actions, whether judicial, administrative, investigative or
otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that
may accrue to or be incurred by any Covered Person, or in which any Covered Person may
become involved, as a party or otherwise, or with which any Covered Person may be
threatened, relating to or arising out of the business and affairs of, or activities undertaken in
connection with, the Funds, or otherwise relating to or arising out of the LPA, including, but
not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties,
and counsel fees and expenses incurred in connection with the preparation for or defense or
disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”),
whether civil or criminal, except to the extent that it shall have been determined by any court,
governmental body of competent jurisdiction or arbitrator or arbitration panel, or admitted by
such Covered Person in a settlement of any lawsuit, that such damages arose from Prohibited
Conduct of such Covered Person. The termination of any Proceeding by settlement shall not,
of itself, create a presumption that any damages relating to such settlement arose from
Prohibited Conduct of any Covered Person.
...

Types of Clients

       The Investment Adviser generally provides investment advice to Funds related to select
healthcare companies, as described above.

        Investors in the Funds are of varied backgrounds. They may include endowments,
pension plans, foundations, corporations, funds of funds, high net-worth individuals,
investment partnerships and banks. All investors in the Funds must be "accredited investors"
as defined by Regulation D of the Securities Act of 1933 and meet other eligibility requirements
as set forth in the applicable Fund's governing documents. Also, investors will be required to
make certain representations when investing in a Fund, including, but not limited to
representations that: (i) they are acquiring an interest for their own account, (ii) they received
or had access to information they deem relevant to evaluate the merits and risks of the
prospective investment, and (iii) they have the ability to bear the economic risk of an
investment in the Funds. Details concerning applicable investor suitability criteria are set forth
in the respective governing fund documents and subscription materials, which are furnished to
each investor.