Pilgrim Global Advisors LLC

Item 5 – Fees and Compensation

A.       Fee Schedule
1.       Management Fee
With respect to the ICAV, the Firm is entitled to a fee, payable out of the assets of the ICAV at a maximum rate
of 1 per cent of the Net Asset Value of the Fund per annum. This fee will be calculated and accrued at each
Valuation Point and paid in advance by way of a fixed amount of up to 0.25% of the Net Asset Value of the ICAV

per quarter, plus VAT, if any, together with reasonable out-of-pocket expenses incurred by the Firm in the
performance of its duties. The Firm currently does not charge a management fee for the SPV.

In certain cases, and subject to applicable laws, a client or investor may negotiate a fee rate that is higher or lower
than the amounts in the preceding paragraphs, depending in whole or in part on the amount of assets to be
managed, the amount and complexity of client-specific investment restrictions, special reporting, and other
services agreed to with the client or investor, and whether the client or investor would be paying a management
fee, performance-based compensation, or both.
2. Performance-based Compensation
From the ICAV, PGA LLC does not receive any performance-based compensation. The ICAV’s Prospectus does
provide that Pilgrim Global Advisors Corporation (an affiliate of PGA LLC), which acts as a non-discretionary
investment adviser to the ICAV, is entitled to performance-based compensation. Specifically, the ICAV allocates
to Pilgrim Global Advisors Corporation 20 per cent of the annual appreciation (accrued quarterly), if any, in the
net asset value per share of each series of ICAV shares (the “Performance Allocation”), effective as of the last
business day of each calendar year. The Performance Allocation will also be made upon a redemption by an
investor during the calendar year of Shares subject to a Performance Allocation. The imposition of the
Performance Allocation is subject to a high watermark (requiring a recoupment of prior period losses) (the “High
Watermark”) and an annualized five percent hurdle rate (calculated from the initial issue price of the relevant share
series (the “Hurdle”), and will only be imposed if the share price of the relevant series is above the higher of the
High Watermark and the Hurdle.

As regards United States Investors, the ICAV Performance Allocation will only be charged to accounts of those
Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).

It is not currently anticipated that the Firm or any of its affiliates will receive performance-based compensation
from the SPV, although the SPV’s constituent documents provide for the possibility of performance-based
compensation on terms substantially similar to those of the ICAV.
3. Other Fees
In addition to the Management Fee and Performance Allocation, the ICAV will also generally bear all expenses
incurred in connection with its investment activities to the extent such expenses are not already paid by the
Management Fee and certain other expenses. Such other expenses include, but are not limited to, administrator
fees; depositary fees; legal, accounting, and audit fees and expenses; governmental fees and taxes; bookkeeping
and other professional fees; directors’ fees; registration fees; costs of Investor meetings and other communications
with Investors; and all other reasonable costs related to the management and operation of the ICAV.

The SPV will also generally bear all expenses incurred in connection with its investment activities to the extent such
expenses are not already paid by the Management Fee and certain other expenses. Such other expenses include,
but are not limited to, administrator fees; depositary fees; legal, accounting, and audit fees and expenses;
governmental fees and taxes; bookkeeping and other professional fees; directors’ fees; registration fees; costs of
Investor meetings and other communications with Investors; and all other reasonable costs related to the
management and operation of the SPV.

B.      Payment of Fees
Management Fees will be deducted from the ICAV’s assets, while the Performance Allocation is taken by Pilgrim

Global Advisors Corporation by means of an increase in Pilgrim Global Advisors Corporation’s shares in the
CAV. Management Fees, which are payable quarterly in advance, will be withdrawn at the beginning of the quarter.
The Performance Allocation is accrued quarterly and determined as of the last business day of the calendar year
and as of any date on which an Investor makes a withdrawal or receives a distribution from such Investor’s capital
account in the ICAV
The Firm pays the expenses of the SPV and will be entitled to reimbursement for the expenses it incurs on behalf
of the SPV.

C.        Third-Party Fees

The ICAV Management Fee, as stated above, is based on actual expenses incurred. PGA LLC has the discretion
to reasonably determine the costs and expenses necessary, appropriate, advisable or convenient to carry on its
business and realize its objective, and such expenses include but not are not limited to expenses borne by it and
its affiliates (i) on behalf of the ICAV, and (ii) which are necessary and prudent to assure the fulfillment of their
respective obligations in carrying out their duties. The fees received by the Firm from the ICAV are exclusive of
brokerage commissions, transaction fees, and other related costs and expenses, which shall be incurred by the
ICAV. PGA LLC does not receive any portion of such commissions, fees, costs, and expenses.
Please also see Item 12 of this Brochure, “Brokerage Practices.”

D.        Prepayment of Fees
ICAV

There are no subscription or redemption opportunities for the ICAV other than quarterly, so there is generally no
need to pro-rate the Management Fee. In the unlikely event that such a non-quarterly transaction occurred, PGA
LLC would pro-rate the Management Fee.
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Item 7 – Types of Clients

PGA LLC provides investment advice and management to the Funds.
The Funds restrict the number of U.S. Investors in the Funds and will offer Interests only through non-public
transactions in order to maintain its exclusion from “investment company” status under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain withdrawal requirements
and limitations. Prospective Investors are encouraged to thoroughly review the Constituent Documents, which
set forth all of these terms in detail. Each US Investor generally must be an “accredited investor” for purposes of
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and all investors must be a “qualified client” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), an Investor who is
eligible to enter into a performance-based compensation arrangement under state and/or U.S. federal law, as
applicable, and must meet other criteria as specified in the Constituent Documents. Each non-US Investor must
meet the various requirements for investment as set forth in the Funds’ Constituent Documents and in accordance
with other applicable laws. The prescribed minimum initial investment in the ICAV is $5,000,000, subject to waiver
at the discretion of the ICAV’s board of directors. The SPV does not have a minimum investment amount.