Incentive as

Item 5            Fees and Compensation

How We are Compensated for our Advisory Services

Currently, Incentive charges the Funds both Management Fees and Performance Fees, as set forth below.
Fees charged by the Funds to Investors vary between different share classes.

Incentive’s Fee Schedule

Incentive Active Value Long Only Fund
The current fee schedule for Incentive Active Value Long Only Fund is defined in the Funds offering documents.

Management Fee
The Adviser deducts a management fee (the “Management Fee”), which generally ranges from 0.8% to 1.25% of
the net asset value of each investor’s interest in such Funds.

Sector Fund Services AS in its capacity as appointed Risk Manager will be entitled to receive a fee which is
deducted from the Management fee in discharging its duty.

Incentive AS in its capacity as Alternative Investment Funds Manager (AIFM). will be entitled to be reimbursed
out of the assets of the Fund, for reasonable out-of-pocket costs and investment-related expenses incurred in
discharging their duties.
Performance Fee

 Class of Shares                      Performance Fee
 Class A (Variable) Accumulating      15 per cent of the aggregated outperformance in value of the relevant Share,
                                      in excess of the Prior High Net Asset Value adjusted by a hurdle equivalent
                                      to the performance during the Performance Fee Period of the STOXX
                                      Europe 600 Total Return Index (SXXR)
                                      (ISIN EU0009658210 and Bloomberg ID BBG000P5N0N9) ("Variable
                                      Hurdle").
 Class B (Fixed) Accumulating         20 per cent of the aggregated outperformance in value of the relevant Share,
                                      in excess of the Prior High Net Asset Value) adjusted by a hurdle of 5 per
                                      cent per annum ("Fixed Hurdle").
 Class B (Variable) Accumulating      20 per cent of the aggregated outperformance in value of the relevant Share,
                                      in excess of the Prior High Net Asset Value adjusted by the Variable Hurdle.
 Class C (Fixed) Distributing         20 per cent of the aggregated outperformance in value of the relevant Share,
                                      in excess of the Prior High Net Asset Value adjusted by the Fixed Hurdle.
 Class C (Variable) Distributing      20 per cent of the aggregated outperformance in value of the relevant Share,
                                      in excess of the Prior High Net Asset Value adjusted by the Variable Hurdle.
 Class L Long-term shares             10 per cent of the aggregated outperformance in value of the relevant Share
                                      in excess of the Prior High Net Asset Value adjusted by the Hurdle.
 Tranche Share Class                  In respect of Tranche 1 to Tranche 6 shares, 25 per cent of the aggregated
                                      outperformance in value of the relevant Share, in excess of the Prior High
                                      Net Asset Value adjusted by the Variable Hurdle.

Incentive Active Value Fund
The current fee schedule for Incentive Active Value Fund is defined in the Funds offering documents.
Management Fee
The Adviser deducts a management fee (the “Management Fee”), which generally ranges from 0.75% to 1.25% of
the net asset value of each investor’s interest in such Funds.

The Management Fee shall include the payment of the fees due to the Risk Manager. The AIFM and the Risk
Manager will also be entitled to be reimbursed out of the assets of the Fund, for reasonable out-of-pocket costs
and investment-related expenses incurred in discharging their duties.

Performance Fee

 Class of Shares                           Performance Fee
 Class A EUR Shares                        15 per cent of the aggregated outperformance in value of the relevant
 Class A USD Shares                        Share in excess of the Prior High Net Asset Value adjusted by a hurdle
 Class D EUR Shares                        of 5 per cent per annum (the "Fixed Hurdle")
 Class D USD Shares
 Class D NOK Shares
 Class D SEK Shares
 Class E EUR Shares
 Class E USD Shares
 Class E NOK Shares
 Class A (Variable) EUR Shares             15 per cent of the aggregated outperformance in value of the relevant
 Class A (Variable) USD Shares             Share, in excess of the Prior High Net Asset Value adjusted by a hurdle
 Class D (Variable) NOK Shares             equivalent to the performance during the Incentive Fee Period (as
 Class E (Variable) EUR Shares             defined below) of the STOXX Europe 600 Total Return Index
 Class E (Variable) USD Shares             (SXXR) (ISIN EU0009658210 and Bloomberg ID BBG000P5N0N9)
 Class E (Variable) NOK Shares             ("Variable Hurdle").
 Class F USD Shares                        20 per cent of the aggregated outperformance in value of the relevant
 Class F EUR Shares                        Share in excess of the Prior High Net Asset Value adjusted by the Fixed
 Class F NOK Shares                        Hurdle.
 Class F SEK Shares
 Class F (Variable) EUR Shares             20 per cent of the aggregated outperformance in value of the relevant
 Class F (Variable) USD Shares             Share in excess of the Prior High Net Asset Value adjusted by the
 Class F (Variable) NOK Shares             Variable Hurdle.
 Class L Long Term Shares                  10 per cent of the aggregated outperformance in value of the relevant
                                           Share in excess of the Prior High Net Asset Value adjusted by the Fixed
                                           Hurdle.

Incentive Special Opportunities Fund
The current fee schedule for Incentive Special Opportunities Fund is as follows:
Management Fee
...

Types of Clients

Incentive’s current Clients consist of three Funds (domiciled in the Republic of Ireland) with feeder funds and
Managed Accounts that it manages on behalf of various Clients.

This Brochure is provided to current or prospective end Investors in the Funds, together with the Funds’ and the feeder
funds’ Governing Documents, including any prospectus, supplement, private placement memorandum, organizational
documents and other related documents, prior to or in connection with such person’s consideration or execution of an
investment in the Funds. Investors and other recipients should be aware that while the Brochure may include
information about the Funds, as necessary or appropriate, it should not be considered to represent a complete
discussion of the features, risks or conflicts associated with the Funds. More complete information about the Funds
are included in the Governing Documents, which may only be provided to current and eligible prospective Investors.
The Funds or their Shares are not registered with the SEC under the 1940 Act and the U.S. Securities Act of 1933.

Incentive has no place of business in the United States, and the Funds are domiciled outside the United States.
Consequently, in reliance upon guidance from the SEC and the SEC Staff, Incentive complies with the applicable
Advisers Act rules with regard to the Funds.

In no event should this Brochure be considered to be an offer of Shares in the Funds or relied upon in
determining to invest. It is also not an offer of, or agreement to provide, advisory services directly to any
recipient. Rather, this Brochure is designed solely to provide information about Incentive for the purpose of
compliance with certain obligations under the Advisers Act and, as such, responds to relevant regulatory requirements
under the Advisers Act. To the extent that there is any conflict between discussions herein and similar or related
discussions in any Governing Document, the Governing Document will govern.

Minimum Initial Investments

Incentive requires a minimum investment of EUR 1,000,000 or the USD or NOK equivalent to invest in the Funds.
Future Clients may have different minimum investment requirements. Incentive reserves the right to waive or reduce
the investment minimums with respect to a specific Investor in a Fund in its sole discretion.

The minimum investment required by Incentive for a Managed Account is generally MUSD 100. Incentive may elect
to accept smaller Managed Accounts at its sole discretion.