Polunin Capital Partners Limited

Item 5.     Fees and Compensation

With respect to any client that is a Fund, provisions relating to fees and compensation
appear in the applicable investment management agreement. Fund investors will find
information about our fees and compensation in the applicable Fund offering documents.
Clients in separate accounts will find information about our fees and compensation in their
investment management agreements and related account documentation.

The following discussion summarizes our fee structure:

  I.      Global Emerging Markets

       A. Core Developing Countries Strategy: Separately Managed Accounts

The Core Developing Countries Strategy is the only Emerging Markets investment strategy
managed by the firm that has been open to accepting separate account mandates. While
this has been the case in the past, given PCP’s current assets under management and our
total capacity limit, the firm is unlikely to accept new separate accounts. However for good
order the fee schedule for separate accounts is provided below; the firm generally requires a
minimum account size of USD150 million:

                           AUM tier (USD)    Fixed Management Fee
                150,000,000 to 250,000,000   0.9%
                         Over 250,000,000    By negotiation

       B. Polunin open-ended investment funds

          1. Polunin Capital Partners Emerging Markets Active Fund

This Fund is domiciled in the Cayman Islands. PCP receives a management fee of 1.50%
per annum of the average monthly net asset value of the Fund. PCP is also entitled to a
performance fee equivalent to 20% of the increase in net asset value per share outstanding
in respect of each performance period (calendar year), subject to a high-water mark.

          2. Polunin Developing Countries Fund, LLC
This Delaware LLC is a commingled fund for U.S. institutional investors, and has the
following summarized fee schedule:

                                AUM tier (USD)                Fixed Management Fee
                       Amounts up to USD15m                       1.25% per annum
                                 Next USD10m                      1.10% per annum
                               Above USD25m                      0.90% per annum
                              Above USD100m         Flat fee of 0.90% per annum
                                                    on entire account
                        Above USD 250 million       USD 2,250,000 per annum
                                                    plus 0.85% of that portion of a
                                                    Member’s Capital Account
                                                    balance which, at such time
                                                    exceeds USD 250 million

       3. Polunin Emerging Markets Small Cap Fund, LLC
This Delaware LLC is a commingled fund for U.S. institutional investors, and has the
following summarized fee schedule:

                                AUM tier (USD)           Fixed Management Fee
                      Amounts up to USD25m                    1.50% per annum
                                Next USD25m                 1.375% per annum
                              Above USD50m                    1.25% per annum

       4.    Polunin Capital Partners Collective Investment Trust

This collective investment trust established under the laws of the State of Maine is available
exclusively to qualified retirement plans. PCP acts as investment adviser to this Fund and
has the following fee schedule:

                                                   Operating  Investment
                                                                                     Maximum
    Class       Initial Investment Amount         Expense Cap Management
                                                                                    Annual Fee
                                                                  Fee

   Class A       All Asset Levels DB + DC           0.20%            1.25%             1.45%

                More than USD15 million but
   Class B                                          0.20%            1.20%             1.40%
               not more than USD 25 million

               More than USD 25 million but
   Class C                                          0.20%            1.00%             1.20%
               not more than USD 100 million

   Class D         Over USD 100 million             0.20%            0.90%             1.10%

              Only available to DB Plans or to      0.20%       The Investment
    Class       DC Plans participating in a                       Management
                                                                Fee is specified        N/A
      O       unitized structure. Not available
               for direct participant options.                   in the relevant
                                                                  Participation
                                                                   Agreement

 II.   Polunin International Value Strategy

   A. International Value Strategy: Separately Managed Accounts

PCP has the following tiered fee schedule for separately managed accounts investing in the
new strategy; the firm generally requires a minimum account size of USD100 million:

                         AUM tier (USD)    Fixed Management Fee
              100,000,000 to 250,000,000   0.75%
              250,000,000 to 500,000,000   0.70%
                        Over 500,000,000   0.65%

   B. International Value Strategy: Model Delivery

PCP’s Model Delivery is being provided as a service alongside a full discretionary mandate
to the seed investor of the International Value strategy, with fees determined by the sole
client. Model Delivery is not offered as a standalone service.
As mentioned in Item 4 above, as at the date of this brochure there are no immediate plans
...

Item 7.       Types of Clients

The firm provides discretionary investment management services to professional and
institutional clients, including corporations, financial institutions, endowments, foundations and

government bodies, retirement trusts and other pension funds, private funds, collective
investment trusts, mutual funds and other pooled investment vehicles.

PCP is the appointed investment manager of two pooled investment funds in the U.S.; the
investment manager to investment companies domiciled in Luxembourg and the Cayman
Islands; the adviser to a U.S. ERISA collective investment fund (collectively, the “Funds”)
and sub-adviser or adviser to US segregated mandates. The following Funds are accessible
to U.S. persons:

   1. Polunin Capital Partners Emerging Markets Active Fund. This is a Cayman
      Islands-domiciled hedge fund with a minimum subscription size of $250,000. The
      fund aims to provide investors with absolute returns through a combination of long
      and short investment positions, predominantly in the securities and derivatives of
      Emerging Market issuers. This fund is permitted to use leverage, subject to
      limitations set forth in its prospectus.

   2. Polunin Developing Countries Fund, LLC. This fund was launched in 2011 to
      provide a domestic pooled investment vehicle domiciled in the U.S. This fund is
      invested in line with PCP’s core long-only emerging markets all cap investment
      strategy. The fund has a minimum subscription size of $1,000,000.

   3. Polunin Emerging Markets Small Cap Fund, LLC. This fund was launched in 2014
      to provide a domestic pooled investment vehicle domiciled in the U.S. This fund is
      invested in line with PCP’s core long-only emerging markets small cap investment
      strategy. The fund has a minimum subscription size of $1,000,000.

   4. Polunin Capital Partners Collective Investment Trust (the “PCP CIT”). This
      stand-alone collective investment fund was launched in 2019 and is PCP’s ERISA
      offering invested in line with the Firm’s core long-only emerging markets all cap
      investment strategy. PCP CIT is available to plan sponsors of both defined benefit
      and defined contribution tax-qualified employee retirement plans. Global Trust
      Company (“GTC”), is the appointed Trustee of PCP CIT. GTC has retained PCP to
      provide investment advisory services to this stand-alone CIT.

For the firm’s Luxembourg Funds, shares may not be offered, sold or transferred in the United
States or to, or for the benefit of, directly or indirectly, any U.S. Person. All applicants will be
required to certify that they are not acquiring shares for the benefit of, directly or indirectly,
U.S. Persons and that such applicants will not sell or offer to sell or transfer shares to a U.S.
Person.

The firm’s Cayman Islands Fund, Polunin Capital Partners Emerging Markets Active Fund,
issued a United States Supplement, dated 31 January 2023, to its confidential prospectus
dated 20 October 2022. The fund is an open-ended investment company incorporated in the
Cayman Islands and operates under a Section 3(c)(7) exemption from investment company
registration in the Investment Company Act of 1940 (“1940 Act”). The offering of shares to
U.S. persons is made in accordance with an exemption from registration under Section
4(a)(2) of the Securities Act of 1933 (“1933 Act”), Regulation D, and applicable U.S. state
(“blue sky”) securities laws. The fund is only offered to U.S. institutional investors who are
classified as both qualified purchasers (as defined under the 1940 Act) and accredited
investors (as defined in Regulation D under the 1933 Act).

Subject to these limitations, shares in the LLC funds may be purchased by employee benefit
plans or entities holding the assets of such plans including employee benefit plans subject to
Title I of the Employee Retirement Income Security Act of 1974 (“ERISA plans”). It is
anticipated that ERISA plans will hold in aggregate less than 25% of the shares of the fund.
Shareholders may be required to transfer or redeem shares if, in the sole and conclusive
opinion of the directors of the fund, such transfer or redemption would be appropriate to
protect the fund from registration under the 1940 Act, to preclude the assets of the fund from
becoming “plan assets” for the purposes of ERISA, or to preclude PCP as Investment
Manager and the fund directors from being subject to registration under the United States
Commodities Exchange Act. The shares are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted pursuant to a registration
under or exemption from the 1933 Act and applicable blue-sky laws. Minimum account size
is explained above in Item 4 and Item 5.

PCP operates under an investment management agreement with each of the funds and
manages them in accordance with investment guidelines and restrictions specified in each
fund’s offering documents. Potential and existing investors in these funds should refer to the
appropriate fund offering documents for further information on the investment guidelines and
restrictions that apply to all investors, prior to subscribing to invest.

PCP also manages or sub-advises separate accounts for institutional clients, including U.S.
clients. We provide investment advice to our clients in accordance with specific investment
guidelines and restrictions, some of which include restrictions on investing in certain
securities or types of securities or other financial instruments. These guidelines and
restrictions are mandated by the client with or without consultation with PCP, and form part
of each agreement with the client.