Cowen Investment Advisors LLC

Item 5.        Fees and Compensation

The fees applicable to each Client are set forth in detail in their respective Offering Materials. Generally,
Clients pay the Adviser a fee for investment management services (the “Management Fee”). Certain
Clients may also charge a performance-based fee or profit allocations (“Performance Compensation”).

Certain Clients may invest in underlying single strategy investment vehicles also managed by the Adviser
or an affiliate of the Adviser. In order to avoid layering of fees, in such cases the Adviser may charge a
fee with respect to such assets equal to the greater of the fee charged by either (i) the Client or (ii) the
applicable underlying single strategy investment vehicle. Certain Clients may also invest in exchange
traded funds or other third-party investment products; in such cases, advisory compensation charged by
the applicable third-party investment adviser will be paid by a Client in addition to the advisory
compensation outlined herein which is paid to the Adviser.

Finally, certain Private Funds utilize the services of a third-party sub-advisor that is entitled to a portion
of the advisory compensation paid to the Adviser (if any). The sub-advisor’s non-discretionary
investment services are limited to certain investments held in each relevant Private Fund portfolio. Full
details regarding the services, fees, investor suitability standards, and other terms applicable to Clients
are included in their respective Offering Materials.

Management Fees are based on a percentage of the Client’s assets under management at annual rates
between approximately 0.75% to 2%. Management Fees are generally charged monthly or quarterly for
such period during which the Adviser performed the services to which the fees related.

The Adviser may also receive Performance Compensation from certain Clients. The calculation and
payment of Performance Compensation varies among the Adviser’s Clients and is described in detail in
each Client’s Offering Materials, if applicable. Certain Clients may pay Performance Compensation on a
daily, monthly or quarterly basis (depending upon the Client) for the period during which the Adviser
performed the services to which such Performance Compensation relates. Performance Compensation
paid in this manner is generally equal to between 10% and 20% of net realized and unrealized profits for
each year after restoration of any losses carried forward from prior years.

In 2016, the Adviser reassessed the application of the loss carryforward in its Performance Compensation
calculation for certain Private Funds that no longer offer its investors the ability to redeem. Under the
existing method, any distribution made to Private Fund investors reduced the high water mark applicable
to each Private Fund investor on a pro-rata basis. The new method recalculates the high water mark based
on a dollar-for-dollar reduction for any distribution made to the Private Fund investor during the period
commencing June 30, 2010, and thereafter. The new methodology is only applied by the Adviser if it
results in a reduction of performance fees charged to such Private Fund investor.

The Adviser does not require prepayment of advisory fees by any Client. 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 class, sub-class or series of shares or
limited partnership or limited liability company interests of any Private Fund held by or on behalf of any
investor, including, without limitation, employees and their family members, as well as friends and
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. In addition, Management
Fees and/or Performance Compensation may also be calculated differently with respect to, or may not be

charged to, certain Managed Accounts including securities portfolios beneficially owned by the Adviser’s
parent company, if any. As noted above, full details regarding services, fees, investor suitability
standards, and other terms applicable to Clients are included in their respective Offering Materials.

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 Materials, as applicable, may vary
depending on the nature of the operations and activities of the Client.

Below is a summary of the direct expenses typically borne by each type of Client. The summary 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. Client investors are advised to read the relevant Offering
Materials for a complete description of applicable direct expenses.

Generally, expenses related to operations and activities include, but are not limited to, the following:
organizational and offering expenses, fees payable to the Adviser, third–party administrator and other
investment expenses (e.g., expenses that the Adviser reasonably determines to be related to the investment
of Client assets, such as brokerage commissions, expenses relating to short sales, clearing and settlement
charges, custodial fees, premiums paid for options, swaptions, and other derivative instruments, bank
service fees and interest expenses); operational expenses; expenses incurred with respect to due diligence;
...

Item 7.       Types of Clients

As described above in Item 4, the Adviser’s Clients include Private Funds, a UCITS Fund, and a RIC (on
a sub-advisory basis). While it does not meet the definition of an advisory client, the Adviser also
manages a proprietary securities portfolio beneficially owned by its parent company, Cowen and may
advise additional securities portfolios beneficially owned by other related parties. The Adviser may
advise both U.S. and non-U.S. Clients. The types of investors that have invested in 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.

Certain Clients (i.e., Private Funds) 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 UCITS Fund advised by the Adviser is incorporated in Luxembourg and
organized as an umbrella investment company with variable share capital. The RIC sub-advised by the
Adviser is organized as a Massachusetts business trust.

As a general matter, each Client is managed in accordance with its investment objectives, strategies and
guidelines and, unless the Client is a Managed Account, investment advisory services are not tailored to
the individualized needs of any particular investor. In addition, an investment in a Private Fund, a UCITS
Fund or a RIC does not, in and of itself, create an advisory relationship between the investor and the
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 investment management agreement and/or offering materials, as applicable. Certain
non-U.S. affiliates may act as placement agents with respect to the distribution of Private Funds to
investors outside the U.S. While this brochure may be provided to, and include information relevant to
investors, this brochure is designed solely to provide information about the Adviser and should not be
considered to be an offer of interests in any Client.

Investors in Clients that are exempt from the registration requirements under the Company Act pursuant
to Section 3(c)(7) are required to qualify as a “qualified purchaser” within the meaning of Section 2(a)(51)
of the Company Act and are required to certify that they are at least an “accredited investor” within the
meaning of Rule 501 of Regulation D under the Securities Act and non-U.S. investors (but for UCITS
Fund investors) are required to certify that they meet the requirements of the Regulation S safe harbor
under the Securities Act; however, investors in Clients that do not pay Performance Compensation to the
Adviser will only be required 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, the Adviser structures any Performance
Compensation subject to applicable federal rules and in accordance with the available exemptions granted
under those rules. Investors may be subject to additional eligibility requirements and are strongly
encouraged to review their Client’s Offering Materials for full details on all applicable investor
qualifications.

The Adviser’s employees (including, but not limited to, the Adviser’s investment strategy personnel) who
are qualified purchasers, “knowledgeable employees” (as defined in Rule 3c-5 under the Company Act)
or who meet a Client’s eligibility criteria and certain other eligible employees of the Adviser may be
offered the opportunity to invest in any commingled Client vehicle formed and offered by the Adviser.

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.

Certain Clients may operate using “master-feeder” structures, pursuant to which trading operations reside
in a “master fund” while investors may access the master fund directly or may invest through one or more
“feeder funds” that, in turn, invest (directly or indirectly) in the master fund.

The Adviser and its related persons may invest in and/or serve as general partner or managing member,
or on the board of directors or advisory board, of a Client and may provide services other than advice
(including, but not limited to, administration, organizing and managing the business affairs, executing
and reconciling trades, preparing financial statements and providing audit support, preparing tax related
schedules or documents, legal and compliance support, and sales and investor relations support, diligence
and valuation services) to such Client, in some cases for a fee separate and apart from the advisory fee.
Certain Clients may pay/reimburse the Adviser for certain organizational and initial offering expenses
and operating expenses.

With respect to Managed Accounts, the minimum investment is determined on a case-by-case basis and
with respect to Private Funds, the minimum investment is expected to be $1 million; provided that in each
case the Adviser may accept lesser amounts in its discretion. The minimum investment for the RIC is
$1000 or $1,000,000, depending upon the share class acquired by the investor. The minimum investment
for the UCITS Fund is $1,000 or $1,000,000, depending upon the share class acquired by the investor
(and in the denomination of such share class).