Unifi Asset Management LP

Item 5. Fees and Compensation

Asset-Based and Performance-Based Compensation. The fee schedules for the Clients are described in
detail in each Client’s offering memorandum or an investment management agreement.

As a general matter, the Clients pay the Adviser an asset-based investment management fee each month
in advance ranging from 0.50% to 1.75% per annum based on the value of the net assets of the respective
Client on the first business day of each month (the "Management Fee"). The Adviser may waive or modify
the Management Fee for investors that are members, partners, principals, employees or affiliates of the
Adviser or the General Partner, relatives or entities of such persons, and for certain large or strategic investors.
Certain strategic investors may be entitled to receive a portion of the Management Fee that would otherwise
be payable to the Adviser.

As a general matter, Unifi Alpha LLC (the “General Partner”), an affiliate of the Adviser, is entitled to receive
annual performance-based compensation (the “Incentive Allocation”) from the Clients at a rate of 20%, which
is compensation that is based on a share of net capital appreciation of the assets of a Client. The Incentive
Allocation is calculated on an investor-level basis and is subject to a loss carryforward provision. In some
cases, the Incentive Allocation is subject to a hurdle. The General Partner may waive or modify the Incentive
Allocation for investors that are members, partners, principals, employees or affiliates of the Adviser or the
General Partner, relatives or entities of such persons, and for certain large or strategic investors. Certain
strategic investors may be entitled to receive a portion of the Incentive Allocation that would otherwise be
allocable to the General Partner.

As a general matter, an affiliate of the Adviser owns and operates a software company, Aurelius Technology
Corp. (“Aurelius”), that provides cloud-based data and risk management services to Clients. Aurelius has
licensed, and may in the future license additional, proprietary technology, data feeds, research, analyses
and/or models (the “Proprietary Data”) to the Adviser for its investment management business, including to
manage its Clients. The commercial terms of the license agreement(s) between the Adviser and Aurelius
are not expected to be dissimilar from the terms offered to third-party customers obtaining such Proprietary
Data, however, the fees paid by the Adviser may be lower because of its affiliate status. For the first two
calendar years from the commencement of the Funds’ operations, the Funds will pay Aurelius a fee equal
to 15 basis points (0.15%) for Aurelius’ services (the “Aurelius Fee”). Thereafter, the Aurelius Fee may be
increased at the General Partner’s sole discretion upon 6 months’ notice to the investors in the Funds. The
payment of the Aurelius Fee from the Funds to Aurelius, and therefore to one of the Adviser’s affiliates,
generates additional compensation from the Funds to one of the Adviser’s affiliates and so also creates a
conflict of interest for the Funds.

Expenses. In addition to bearing the Management Fee and Incentive Allocation, if any, the Clients are also
be subject to other expenses related to its investments and operations, such as all investment-related costs
and expenses (i.e., expenses that, in the Adviser’s sole discretion, are related to the investment of a Client’s

assets, whether or not such investments are consummated), including commissions and charges, interest on
margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges,
option premiums and custodial and service fees, research-related expenses (including research-related travel
expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who
provide research, advice or due diligence services with regard to investments; fees and expenses related to
portfolio exposure and performance management systems, risk management services and software related
to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance
reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other
similar services and data feeds) and trade order management systems (including systems that facilitate trade
compliance, commission management, execution management, stock locates and transaction cost analysis,
and third party service providers used for implementation, custom reporting, updates, consultations, support,
maintenance, monitoring and data extracts); a Client’s legal, accounting, tax preparation and other tax-related
expenses (including preparation and mailing costs of financial statements, tax returns and other reports to
investors), auditing, consulting and other professional expenses; third-party administration costs, fees and
expenses (including any costs, fees and expenses related to investor communications, relations, reporting or
other investor materials, performance information, data extraction and other types of reporting and any audit
or accounting services provided by a third-party administrator); all fees and charges of custodians, clearing
agencies and banks; compliance and reporting expenses and expenses attributable to regulatory filings that
are made with respect to a Client or its assets (including Section 13, Section 16, Form D, Form PF, the Foreign
Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory
compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); a Client’s pro
rata share of Client-related insurance costs (including the Client’s pro rata portion of director’s and officer’s
insurance, errors and omissions insurance, fidelity insurance and other similar policies covering the General
...

Item 7.      Types of Clients

The Adviser’s clients currently consist of pooled investment vehicles and separately managed accounts.
Any initial and additional subscription minimums with respect to investment in a Client are disclosed in the
offering memorandum for each Fund or investment management agreement for each SMA.