Glenview Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

      Prior to investing in a Client, each investor is asked to carefully read and review the particular Client’s
offering and/or governing documents for a complete understanding of the key terms, including, the
compensation received by Glenview and its affiliates and how such compensation is calculated, the expenses
paid by the Client and withdrawal rights. The information contained in this Brochure is only a summary and
is qualified in its entirety by each such Clients’s offering and/or governing documents.

      GCM Investment Partners, L.P., which is an investment vehicle for qualified employees and certain other
persons, does not currently assess management fees or performance-based allocations with respect to its investors. In
addition, the Managed Account will be subject to a separately negotiated fee arrangement. The fee terms applicable
to the Managed Account will differ from those applicable to the Glenview Funds, the Opportunity Funds, the
Healthcare Funds and the Suggestivist Funds, and may include different management fee rates and/or performance-
based compensation structures. As such, any discussion herein relating to the management fees and performance-
based allocations will only apply to the Glenview Funds, Opportunity Funds, the Healthcare Funds and the
Suggestivist Funds.

       Glenview or one of its affiliates typically receives management fees from each Fund based on a percentage of
assets under management and a performance-based allocation based on a percentage of the performance achieved for
such Fund, as described further below.

Management Fees

        Each of the Glenview Funds and Opportunity Funds and certain other affiliated entities pay a (i) 0.5% (equal to
a 2% annual rate) or (ii) 0.125% (equal to a 0.5% annual rate, (in the case of the alternative fee arrangement)1 quarterly
management fee to Glenview based on fee paying assets under management. The Healthcare Funds pay a 0.375%
(equal to 1.5% annual rate) quarterly management fee to Glenview based on fee paying assets under management.
The Suggestivist Funds pay a (i) 0.0625% (equal to a 0.25% annual rate) quarterly management fee to Glenview based
on fee paying assets under management. In each case, management fees are deducted quarterly as of the first day of
each calendar quarter and charged monthly to the account of each management fee paying investor. Management fees
are prorated for any subscriptions made by an investor that are effective other than as of the first day of a calendar
quarter. Similarly, management fees are prorated and reimbursed for any withdrawals made by an investor that are
effective other than as of the last calendar day of a calendar quarter. In the event that an investor in a Fund withdraws
all of its liquid capital and holds only certain illiquid “side pocket” investments which are not redeemable at the option
of the investor (as more fully described in the offering documents for each relevant Fund), Glenview may hold back
a special investment reserve from the distribution of withdrawal proceeds to such an investor for estimated
management fees expected to be incurred or invoice such investor quarterly for its allocable portion of the management
fee.

      From time to time, Glenview, its principals, partners, employees and/or affiliates may receive fees or other
forms of compensation for certain services provided to a portfolio company (e.g., appointment to the board of directors
of a portfolio company) in connection with certain investments made by a Client in such portfolio company
(“Transaction Fees”). Certain Transaction Fees will be used to offset the management fees paid by the Client to
Glenview, as more fully described in the offering documents for each relevant Client. In turn, any such reduction will

       1 Investors in the Glenview Funds and the Opportunity Funds may elect to participate in an “alternative fee arrangement”

whereby (i) Glenview will receive an annual management fee attributable to such an investment equal to 0.5% of such assets (rather
than the 2% annual rate) and (ii) any performance-based allocations attributable to such investment will equal 30% (rather than
20%) of the net appreciation, subject to certain limitations further described herein.

proportionately reduce the management fees borne by an investor that would have otherwise been due from such
investor.

Performance-Based Allocations

      With respect to the Glenview Funds, Opportunity Funds and the Healthcare Funds, certain affiliates of Glenview
receive performance-based allocations equal to (i) 20% or (ii) 30% (in the case of the alternative fee arrangement) 2 of
the net returns of each Fund, which generally includes the net realized and unrealized appreciation allocated to each
investor in the Fund. With respect to the Suggestivist Funds, certain affiliates of Glenview receive performance-based
allocations equal to (i) 10% of the net returns of each Fund, which generally includes the net realized and unrealized
appreciation allocated to each investor in the Fund.

       In each case, performance-based allocations are assessed (i) at the end of the fiscal year of the respective Fund
and (ii) upon full or partial withdrawal of an investor’s capital and re-allocated to certain affiliates of Glenview at such
time, other than the Suggestivist Funds which only assess a performance based allocation upon the return of investor
capital. Performance-based allocations are calculated after deducting certain Fund expenses, including, without
limitation, brokerage commissions, management fees, operational and research costs (as more fully described below).
In calculating the net returns of the Fund, prior losses are carried forward and must be made up before performance-
based allocations are made as further described in the offering documents and governing documents for each Fund.
...

ITEM 7 – TYPES OF CLIENTS

      Glenview provides investment advisory services to the Clients as set forth in Item 4. Investors in the Clients
include pension plans, charitable foundations, endowments, fund of funds, sovereign wealth funds, family offices,
investment companies, trusts, high net worth individuals and other entities and institutions.

      Investors in the Clients must meet certain suitability requirements as set forth in each Client’s offering and
governing documents. In addition, the minimum initial investment amount is $1,000,000 for the Glenview Funds and
the Suggestivist Funds, $5,000,000 for the Opportunity Funds and $10,000,000 for the Healthcare Funds. The
minimum investment amount required to maintain an investment is $1,000,000 in respect of the Glenview Funds and
$5,000,000 in respect of the Opportunity Funds. GCM Investment Partners, L.P., which is open to Glenview
principals, partners, employees and certain other persons, requires a $10,000 minimum for initial investments and
account maintenance. The minimum initial investment amounts and minimum maintenance amounts for all Funds
may be waived at the discretion of Glenview or its affiliates.