CHI Advisors LLC (the “Adviser”) is a Delaware Limited Liability Company formed in 2002, a wholly owned
subsidiary of Cowen Investment Management LLC ("CIM") and an indirect, wholly owned subsidiary of Cowen
Inc., (“Cowen”). This brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.
In March 2023 the Advisor became an indirect, wholly owned subsidiary of The Toronto-Dominion Bank (“TD”)
as a result of TD’s acquisition of Cowen.
The Adviser provides discretionary investment management services to private limited partnerships and other
pooled investment vehicles (each, a “Fund” and together, the “Funds”). The Adviser also provides discretionary
investment management services to 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 to participate directly or
indirectly in a Fund's investments. While not considered an advisory client, the Adviser also manages a securities
portfolio beneficially owned by its parent company, Cowen, that invests in securities that are also held (or previously
held) by the Funds. The Adviser may in the future provide discretionary investment management services to hedge
funds and separate accounts. The 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”.
The Adviser is responsible for managing the capital of its Clients in accordance with their respective investment
objectives. Clients investing in the Adviser’s private markets strategy primarily invest in equity or convertible debt
securities of private operating companies engaged primarily in businesses related to healthcare. Certain Clients
investing in the private markets strategy also invest in initial public offerings (an "IPO") of equity securities of
healthcare-related companies in which a Client has previously invested. The Adviser also offers a public markets
strategy to Clients that focuses on investments in publicly traded healthcare companies in which the Adviser has
previously invested in or performed due diligence on while those companies were privately held. The Adviser’s
management of its Clients and their respective investments are qualified in their entirety by reference to each Client's
agreement with
the Adviser as well as in formal offering documents (e.g., the Client’s offering memorandum,
limited partnership agreement, or investment management agreement as the case may be, and any subscription
documents). These documents are collectively referred to herein as the Clients’ “Offering Documents”.
The Adviser currently acts as the agent for: (i) Cowen Healthcare Investments II GP LLC, a Delaware limited
liability company that serves as the general partner to Cowen Healthcare Investments II, LP and CHI EF II LP; (ii)
Cowen Healthcare Investments III GP LLC, a Delaware limited liability company that serves as the general partner
to Cowen Healthcare Investments III, LP and CHI EF III, LP; and (iii) Cowen Healthcare Investments IV GP LLC,
a Delaware limited liability company that serves as the general partner to Cowen Healthcare Investments IV, LP
and CHI EF IV LP. Certain investment-related determinations, decisions, consents or other duties or actions
described in a Client's limited partnership agreement as being the determinations, decisions, consents, duties or
actions of such general partner will be performed by the Adviser in such capacity.
The descriptions of the investment management services offered by the Adviser, the investment strategy it pursues,
and the investments it makes on behalf of its Clients set forth in this brochure should not be understood to limit in
any way the Adviser's investment activities. The Adviser may offer any advisory services, engage in any investment
strategy and make any investment, including any not described in this brochure, that the Adviser considers
appropriate, subject to a Client's investment objectives and guidelines. The investment strategies the Adviser
pursues are speculative and entail substantial risks. Clients (and any respective investors therein) should be prepared
to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be
achieved.
As of January 1, 2022, the Adviser managed approximately U.S. $1,153,230,000 of Client assets on a discretionary
basis.1 This number is net of fees and expenses, includes unfunded capital commitments and is based on estimated
and unaudited information and is therefore subject to change. The Adviser does not currently manage any non-
discretionary Client assets or participate in wrap fee programs.