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Jordan Zalaznick Advisers Inc. (JZAI) acts as the investment adviser for a fee of 1.5% p.a. of the Company's Gross Assets, payable quarterly in arrears. An Income incentive fee and a Capital Gains incentive fee will also be payable. The Income incentive fee will be calculated based on the Company's net investment income (excluding income derived from the Europe Fund) for each quarter and shall be payable quarterly in arrears in an amount equal to up to 20% of the net investment income for the quarter provided that such income exceeds an amount equal to 2% of the average of the NAV of the Company as at the end of the quarter and as at the end of the preceding quarter. The income incentive fee will be adjusted at the end of each financial year to reflect an annual hurdle of 8% per annum. The fee is an amount equal to (a) 100% of that proportion of the net investment income for the quarter as exceeds the hurdle, up to an amount equal to 2.5% of the hurdle, and (b) 20% of the net investment income of the Company above a hurdle of 2.5% in any quarter. The Capital gains incentive fee will be payable for each financial year of the Company and will equal 20% of all realised capital gains of the Company (excluding gains made in the Europe Fund), if any, on a cumulative basis in respect of the period from the date on which the scheme becomes effective through to the end of the relative financial year, computed net of all realised capital losses of the Company, if any, on a cumulative basis in respect of the period from the date on which the scheme becomes effective throughout to the end of the relevant financial year, less the aggregate amount of all capital gains incentive fees previously paid by the Company to the Investment Advisor. Contract terminable on 24 months' notice. Incentive fees on Europe fund are derived solely on the Europe Funds assets and paid separately to the JZI management team.