Cowen Investment Management LLC

Item 5.          Fees and Compensation

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

The Registrant does not earn a Management Fee or Performance Compensation from the SMA or the SPV Fund it
advises, nor does it earn a Management Fee or Performance Compensation for advising the proprietary securities
portfolios beneficially owned by Cowen.

The fees applicable to the PE Funds advised by CSI are described in detail in their respective Offering Documents.
CSI earns a Management Fee (quarterly in advance and subject to a customary Management Fee offset provision)
ranging from approximately 1.0% to 2.0% for investment advisory services, calculated during such PE Fund’s
investment period as a percentage of committed capital and following the expiration of such investment period, as
a percentage of such PE Fund’s invested capital. In the event a PE 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 PE 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. In addition, depending on its performance, a PE Fund managed by
CSI may pay Performance Compensation that is a percentage of the amount of profits otherwise disbursable to each
investor in such PE Fund in excess of a pre-determined “preferred return.”

With the exception of PE Funds managed by CSI and the SPV Funds, which require payment of Management Fees
in advance, the Adviser does not require prepayment of Management Fees by its other Clients.

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 or limited liability company interests of
a Client 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 SMAs and PE Funds including related person-owned SMAs, if any. 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).
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 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. Clients are advised to read the relevant Offering Documents, as applicable, for a complete
description of applicable direct expenses.

Generally, expenses related to operations and activities include, but are not limited to, the following: expenses
associated with the organization of the PE Funds, the SPV Funds or their respective general partners or the
syndication of interests therein, including reasonable attorneys’ fees incurred in connection with an investment in a
PE Fund or SPV Fund; organizational and offering expenses with respect to any SMAs formed as a “fund-of-one”;
fees payable to an administrator and other investment expenses (e.g., expenses that the Adviser reasonably
determines to be related to the investment of a Client’s assets, such as brokerage commissions, expenses relating to
short sales, clearing and settlement charges, custodial fees, premiums paid or options, swaptions and other derivative
instruments, bank service fees, and interest expenses); legal and compliance expenses relating to a Client, including
fees and expenses of external attorneys and compliance professionals retained by the Adviser on behalf of a Client
as well as the cost of salary and other compensation payable to one or more attorneys or compliance professionals
who are employees of the Adviser or one or more of its affiliates, but only to the extent that such cost is attributable
...

Item 7.          Types of Clients

As described above in Item 4, the Adviser’s Clients include U.S. and non-U.S. domiciled PE Funds, SPV Funds,
and SMAs and may in the future include hedge funds and/or registered investment companies. PE Funds, SPV
Funds, and SMAs 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. While not considered an advisory client, the Registrant also manages a proprietary securities
portfolio beneficially owned by Cowen. 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.

As a general matter, each Client is managed in accordance with its investment objectives, strategies and guidelines
and unless a Client is an SMA, investment advisory 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.

The Adviser may provide discretionary investment management services to SMAs, PE Funds and SPV Funds
beneficially owned by employees of the Adviser and its affiliates (including their family members) and/or serve as
general partner or managing member, or on the board of directors or advisory board, of a Client.

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 may
operate using a “master-feeder” private investment fund structure, pursuant to which trading operations reside in a
“master fund” and investors may access the master fund directly or may invest through a “feeder fund” that, in
turn, invests in the master fund. Certain Clients may 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 may vary with each investment opportunity.
There is no established minimum requirement for the SMAs advised by the Registrant. The minimum investment
in the PE Funds advised by CSI is generally $5 million, provided that in each case CSI 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”). PE Funds, SPV Funds and SMAs
formed as a “fund-of-one” 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. Accordingly, Clients generally 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); however, certain Clients advised by the Adviser may 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” as defined under the Advisers Act. Please see a Client’s 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.