CHI Advisors LLC

Item 5.            Fees and Compensation

The fees applicable to each Client are set forth in detail in their respective Offering Documents. Clients generally
pay the Adviser a fee for investment management services (the “Management Fee”). The Adviser is also entitled
to performance-based compensation or carried interest distribution from certain Clients (“Performance
Compensation”). The Adviser does not earn a Management Fee or Performance Compensation for advising
employee investment vehicles or the proprietary securities portfolio beneficially owned by its parent company,
Cowen.

The Funds generally pay the Adviser an annual Management Fee (payable quarterly in advance) that can range from
1.00% to 2.25%. During a Fund’s investment period, the Management Fee is generally calculated as a percentage
of committed capital. Following the expiration of a Fund's investment period, the Management Fee is generally
calculated as a percentage of such Fund’s invested capital. The Adviser deducts Management Fees directly from a
Fund's available investment proceeds (if any) or the Fund issues a capital call to Fund investors.

In the event a Fund’s investment period does not commence on the first date of a quarter, the Management Fee for
that quarter will be adjusted on a pro rata basis based on the number of days and/or months remaining in the partial
quarter. In the unlikely event a Fund investor is required to withdraw (and the withdrawal date is other than as of
the last day of a quarter), a pro rata portion of the pre-paid Management Fee will be returned to the investor.

Certain Funds, depending on their performance, also pay the Adviser Performance Compensation equal to a
percentage of the amount of profits otherwise disbursable to each investor in a Fund in excess of a pre-determined
“preferred return.” Performance Compensation is charged in compliance with all applicable requirements of Rule
205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

For the avoidance of doubt, the Adviser, in its sole discretion, may modify, waive, reduce or rebate any Management
Fee or Performance Compensation or calculate such fees differently with respect to any Client and if applicable in
the future to any class, sub-class or series of shares or limited partnership interests of a Client held by or on behalf
of any investor, including, without limitation, any employees and their family members as well as any friends,
agents or affiliates of the Adviser. Such modifications, waivers, reductions, or rebates may be made by the Adviser
both voluntarily and on a negotiated basis with selected investors in a Client via side letter and other arrangements,
which may not be disclosed to other investors in the same Client. As noted above, full details regarding the services,
fees, investor suitability standards, and other terms applicable to Clients are included in their respective Offering
Documents.
From time to time, the Adviser may permit certain Client investors to acquire interests on different terms than other
Client investors (including, without limitation, with respect to minimum investment amounts, fees, expanded
reporting and withdrawal terms). The Adviser is not required to notify any or all of the other Client investors of any
such terms, nor is a Client investor or the Adviser required to offer such additional and/or different rights and/or
terms to any or all of the other Client investors (unless notification or offering rights have been separately granted
thereto).

  The client assets under management reported in this brochure differ from the regulatory assets under management (“RAUM”) reported in
the Adviser’s Form ADV Part 1A Item 5 because the assets under management reported in this brochure are calculated on a net basis and do
not include the value of the proprietary securities portfolios beneficially owned by Cowen.

                                                   Direct Expenses

Each Client is responsible for expenses related to its respective operations and activities, including expenses
associated with its investment portfolio and, if applicable, its proportionate share of the direct expenses of the third-
party investment products in which it invests. The direct expenses incurred by each Client, which are outlined in
detail in their respective Offering Documents may vary depending on the nature of the operations and activities of
a Client. Below is a summary of the direct expenses typically borne by of the Adviser's Clients. The summary below
is not meant to be a complete list of all direct expenses; nor should it be inferred that each expense appearing in the
summary will be incurred by every Client. Clients are advised to read the relevant Offering Documents, as
applicable, for a complete description of applicable direct expenses.

Organizational Expenses: Clients will generally bear the legal and other organizational expenses incurred in their
formation and the offering of interests therein, including the expenses of their respective general partners, if any.

Other Expenses: In addition to the Management Fee and organizational expenses described above, Clients may also
bear some or all of the following expenses: (i) fees payable to an administrator; (ii) brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees, interest expenses
and other expenses the general partner (if any) reasonably determines to be related to investments made or
considered by the Client; (iii) legal and compliance expenses relating to a Client, including fees and expenses of
external attorneys retained by a Client, the fees and expenses incurred in preparing and submitting filings with the
SEC (such as Form PF), the CFTC, the U.S. Treasury, the Internal Revenue Service and any other federal, state,
provincial or local regulatory authority; (iv) professional fees relating to investments made or considered by a
...

Item 7.         Types of Clients

The Adviser currently provides discretionary investment management services to Funds, a securities portfolio
beneficially owned by Cowen and investment vehicles formed in order to allow employees, partners, executive
advisors or members of a Fund's general partner, the Adviser or their respective affiliates the ability to participate
directly or indirectly in the Fund's investments. The Adviser may in the future provide discretionary investment
management services to hedge funds and separate accounts. As noted above, Funds, the securities portfolio
beneficially owned by Cowen, employee investment vehicles, and any hedge funds and separate accounts that may
be managed by the Adviser are collectively referred to herein as “Clients”. Funds, hedge funds and separately
managed accounts formed as a “fund-of-one” may be organized as domestic or offshore (non-U.S.) companies,
limited partnerships, limited liability companies, corporate trusts or other legal entities, as determined appropriate
by the Adviser. The Adviser may also serve as general partner or managing member of a Client and certain
employees of the Adviser may serve on the board of directors or advisory board of a Client. The types of investors
that have invested and may in the future invest in the Adviser’s Clients include but are not limited to high net worth
individuals, family offices, private funds, insurance companies, corporations, trusts, non-profit organizations,
sovereign wealth funds, private pension plans, public pension plans, and banking and thrift institutions.

As a general matter, each Client is managed in accordance with its investment objectives, strategies and guidelines
and unless a Client is a separately managed account, investment management services are not tailored to the
individualized needs of any particular investor. In addition, an investment in a Client does not, in and of itself,
create an advisory relationship between the investor and an Adviser. Therefore, investors must consider whether
such an investment meets their investment objectives and risk tolerance prior to investing. Information about a
Client, including its investment risk, can be found in its Offering Documents.

To seek to accommodate or mitigate the legal, tax, regulatory or other investment requirements of certain potential
investors, the Adviser may create one or more additional entities to invest alongside a Client. Certain Clients operate
using a “master-feeder” private investment fund structure, pursuant to which trading operations reside in a “master
fund” and investors access the master fund directly or indirectly through a “feeder fund” that, in turn, invests in the
master fund. Certain Clients participate in structures comprised of parallel funds and accounts, which generally
invest in assets side-by-side on a pro rata basis (based upon capital commitments). The Adviser may also provide
investors with the opportunity to participate in a co-investment with a particular Client. The minimum capital
commitment required to invest in a co-investment will vary with each investment opportunity.
The minimum investment in the Funds managed by the Adviser is generally between $1,000,000 and $5,000,000,
provided that in each case the Adviser may accept lesser amounts in its discretion.

Generally, Client investors must be an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Adviser's Clients will not
be registered as investment companies under the Investment Company Act of 1940, as amended (the “Company
Act”), in reliance upon the exclusion from the definition of “investment company” under Section 3(c)(1) or Section
3(c)(7) of the Company Act. Certain Clients limit their respective offerings to investors that are “qualified
purchasers” for purposes of Section 3(c)(7) of the Company Act (or “knowledgeable employees” or companies
owned exclusively by “knowledgeable employees,” as such term is defined in the rules promulgated thereunder)
while other Clients rely on the exemption from registration under Section 3(c)(1) of the Company Act and therefore
only require investors to qualify as an “accredited investor” within the meaning of Rule 501 of Regulation D under

the Securities Act. As noted above in Item 6, if the Adviser receives Performance Compensation from a Client its
investors will be required to meet the requirements of Rule 205-3 under the Advisers Act and certify that they are
at least a “qualified client.” Please see the relevant Offering Documents for specific investor qualifications.

Pursuant to an exemption, the Adviser (and/or relevant general partner, if any) does not expect to be required to
register, and will not be registered, with the U.S. Commodities Futures Trading Commission (“CFTC”) as a
commodity pool operator or as a commodity trading advisor.