Innovahealth Partners LP

5.    Fees and Compensation
Below is a discussion of how the Adviser will be compensated in connection with providing
advisory services to its Clients. The Adviser may enter into different fee arrangements on a client
by client basis. The ultimate fees are concluded based on negotiation with the Client, its investors,
as applicable, and its consultants or advisors. It is critical that all Clients, and investors in all
Clients, refer to the applicable Client’s governing documents for a complete understanding of how
the Adviser and its affiliates are compensated for advisory services.

Item 5.A.
The following information is a summary only and is qualified in its entirety by each applicable
Client’s governing documents:
Management Fee. The Funds will pay a management fee to the Adviser quarterly in advance
beginning on the Funds’ initial closing (the “Management Fee”). During the commitment period
(6 years from the initial closing date), the Management Fee will be 2.0% of the aggregate
commitments. During the two years immediately following the commitment period, Management
Fee will be 1.5% of the aggregate commitments. Thereafter, the Management Fee will be 2.0% of
remaining capital invested in then existing portfolio companies. Notwithstanding the foregoing,
directors, employees and affiliates of the Funds’ general partner or the Adviser will not bear any
Management Fee in respect of their interests.
Carried Interest. Distributions from the Funds are subject to a carried interest (the “Carried
Interest”) after a Funds’ investors receive a return of capital and a stated preferred return. Next,
distributions are shared between the investors and an affiliate of the Adviser according to a catch-
up provision, after which the Adviser affiliate receives a Carried Interest of all additional
distributions up to 20%. Distributions are generally made after receipt by the Funds of investment
proceeds relating to its portfolio investments.
The Management Fee and Carried Interest may be waived or reduced at the discretion of the
Adviser.

Item 5.B.
The annual Management Fees will be payable, quarterly in advance, by the Funds to the Adviser
and Carried Interest amounts are paid directly to an affiliate of the Adviser (generally the Funds’
general partner) as specified in A, in each case on the terms provided for in the applicable Funds’
governing documentation.

Item 5.C.
With respect to the Funds, and as more fully described in the Funds’ governing documents, the
Funds will bear costs and expenses relating to its organization and formation, continuation, and
business. Such expenses include:

       Organizational Expenses. The Funds will bear all costs and expenses incurred in
       connection with the organization of the Funds, including legal and accounting fees, printing
       costs, regulatory costs, travel and out-of-pocket expenses, and all costs and expenses
       incurred in connection with the offering of Interests (but excluding any placement fees)
       (“Organizational Expenses”), up to a maximum of $1,500,000.
       Organizational Expenses in excess of this amount, and any placement fees, will be paid by
       the Funds but borne by the Adviser through a 100% offset against the Management Fee.
       To the extent such offset would reduce the Management Fee for a given quarterly period
       below zero, such offset will be carried forward and reduce future installments of the
       Management Fee.
       Fund Expenses. The Funds will be responsible for all expenses relating to its own
       operations (“Partnership Expenses”), including without limitation, fees, costs and expenses
       directly related to the sourcing, researching, purchasing, monitoring and selling of
       investments; principal, interest and other expenses associated with any borrowing or other
       financing by the Funds; custody fees and costs of other third-party services; tax, legal,
       accounting and other professional costs; insurance, indemnity or litigation expenses; all
       travel and accommodations expenses; all costs of the Funds’ administration, including the
       fees and expenses of any administrator, preparation of its tax and accounting reports and
       financial statements and reports to investors; costs of meetings of partners; expenses
       relating to the Limited Partner Advisory Committee, including out-of-pocket expenses of
       its members; the cost and expenses associated with applicable legal and regulatory
       requirements; the Management Fee; any taxes, fees or other governmental charges levied
       against the Funds; and all costs and expenses incurred in connection with the winding up,
       dissolution and termination of the Funds or the Funds’ general partner. In addition, the
       Funds will be responsible for all out-of-pocket costs and expenses in connection with
       prospective Investments that are not consummated. All such expenses will be funded by
       way of drawdowns from the Partners or by distributions received by the Funds.
       Transaction and Other Fees. 50% of any directors’, management, monitoring, consulting,
       break-up, and other similar fees received by the Adviser and its affiliates and employees in
       connection with the Funds and their investments, net of unreimbursed transaction expenses
       incurred by the Adviser, will be applied to reduce the Management Fee for the following
       quarterly period. To the extent such offsets would reduce the Management Fee for a given
       quarterly period below zero, such offsets will be carried forward and reduce future
       installments of the Management Fee.
The Adviser does not maintain any trading accounts and does not anticipate using “soft” dollars.
Please refer to Item 12, Brokerage Practices, for more information.

Item 5.D.
The Management Fees described above are anticipated to be payable quarterly in advance. The
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7.    Types of Clients
Currently, IHP only provides investment advisory services to its Clients, which are two private
pooled investment vehicles for sophisticated investors and their related Co-investments.
Investors in the Funds are required to complete and submit a subscription agreement binding them
to the terms of the Funds’ governing documents. The Adviser only admits “accredited investors”,
as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and “qualified clients”
as defined in Rule 205-3 of the Advisers Act, except that the Adviser in its discretion may admit
investors who are not “qualified clients” as long as it complies with applicable investment
company exemptions set forth in the Investment Company Act of 1940, as amended. The minimum
investment in a Fund is $5,000,000, although the general partner may accept investments in a lesser
amount at its sole discretion.