Common use of International Portfolio Annual Incentive Fee Clause in Contracts

International Portfolio Annual Incentive Fee. The Company shall pay the Manager in accordance with clause 9.4.4 an incentive fee ("International Portfolio Annual Incentive Fee") on certain unrealised increases in the value of the International Portfolio Annual Valuation Assets equal to "B" calculated in accordance with the following formula provided that if the International Portfolio Termination Date is otherwise an International Portfolio Valuation Date then no International Portfolio Annual Incentive Fee shall be payable in respect of the Financial Year ended on that 31 March. Any fee that might be due at such time shall be calculated and paid under clause 9.4.5: B = FV3 + FX3 + D3 – Z3 Where: FV3 = International Portfolio Fair Market Value of all International Portfolio Annual Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX3 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates of all current foreign exchange contracts entered into by the Company for the purposes of hedging its foreign exchange exposure arising out of the acquisition and holding of the International Portfolio Annual Valuation Assets referred to in FV3 above plus the net gain or loss suffered from any prior such contracts that have been closed out and that have not otherwise previously been taken into account when calculating an International Portfolio Incentive Fee D3 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Annual Valuation Assets since the previous International Portfolio Valuation Date plus the Hurdle Rate of Return on such Distributions International Portfolio Tax Benefits calculated on a daily basis from (and including) the relevant date of receipt by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Z3 = the greater of (PFV3 + H3) and C3 PFV3 = International Portfolio Fair Market Value of the FV3 assets as at the previous International Portfolio Valuation Date or, if acquired since then, the date of acquisition and if no International Portfolio Fair Market Value has been previously determined, then PFV3 shall be C3 C3 = Cost Value of the FV3 assets H3 = The Hurdle Rate of Return on each FV3 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date or, if later, the date of acquisition to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Provided that if Z3 is greater than FV3 + FX3 + D3 then B = nil.

International Portfolio Annual Incentive Fee. The Company shall pay the Manager in accordance with clause 9.4.4 an incentive fee ("International Portfolio Annual Incentive Fee") on certain unrealised increases in the value of the International Portfolio Annual Valuation Assets equal to "B" calculated in accordance with the following formula provided that if the International Portfolio Termination Date is otherwise an International Portfolio Valuation Date then no International Portfolio Annual Incentive Fee shall be payable in respect of the Financial Year ended on that 31 March. Any fee that might be due at such time shall be calculated and paid under clause 9.4.5: B = FV3 + FX3 + D3 – Z3 Where: FV3 = International Portfolio Fair Market Value of all International Portfolio Annual Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX3 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates of all current foreign exchange contracts entered into by the Company for the purposes of hedging its foreign exchange exposure arising out of the acquisition and holding of the International Portfolio Annual Valuation Assets referred to in FV3 above plus the net gain or loss suffered from any prior such contracts that have been closed out and that have not otherwise previously been taken into account when calculating an International Portfolio Incentive Fee D3 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Annual Valuation Assets since the previous International Portfolio Valuation Date plus the Hurdle Rate of Return on such Distributions International Portfolio Tax Benefits calculated on a daily basis from (and including) the relevant date of receipt by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Z3 = the greater of (PFV3 + H3H3 ) and C3 PFV3 = International Portfolio Fair Market Value of the FV3 assets as at the previous International Portfolio Valuation Date or, if acquired since then, the date of acquisition and if no International Portfolio Fair Market Value has been previously determined, then PFV3 shall be C3 C3 = Cost Value of the FV3 assets H3 = The Hurdle Rate of Return on each FV3 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date or, if later, the date of acquisition to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Provided that if Z3 is greater than FV3 + FX3 + D3 then B = nil., and the difference between nil and what "B" would have been but for this proviso (expressed as a positive number) is the “Negative Annual Fee Amount” and will be dealt with in accordance with clause 9.4A.

International Portfolio Annual Incentive Fee. The Company shall pay the Manager in accordance with clause 9.4.4 an incentive fee ("International Portfolio Annual Incentive Fee") on certain unrealised increases in the value of the International Portfolio Annual Valuation Assets equal to "B" calculated in accordance with the following formula provided that if the International Portfolio Termination Date is otherwise an International Portfolio Valuation Date then no International Portfolio Annual Incentive Fee shall be payable in respect of the Financial Year ended on that 31 March. Any fee that might be due at such time shall be calculated and paid under clause 9.4.5: B = FV3 + FX3 + D3 – Z3 5 Where: FV3 = International Portfolio Fair Market Value of all International Portfolio Annual Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX3 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates of all current foreign exchange contracts entered into by the Company for the purposes of hedging its foreign exchange exposure arising out of the acquisition and holding of the International Portfolio Annual Valuation Assets referred to in FV3 above plus the net gain or loss suffered from any prior such contracts that have been closed out and that have not otherwise previously been taken into account when calculating an International Portfolio Incentive Fee D3 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Annual Valuation Assets since the previous International Portfolio Valuation Date plus the Hurdle Rate of Return on such Distributions International Portfolio Tax Benefits calculated on a daily basis from (and including) the relevant date of receipt by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Z3 = the greater of (PFV3 + H3) and C3 H3 PFV3 = International Portfolio Fair Market Value of the FV3 assets as at the previous International Portfolio Valuation Date or, if acquired since then, the date of acquisition and if no International Portfolio Fair Market Value has been previously determined, then PFV3 shall be C3 C3 = Cost Value of the FV3 assets H3 = The Hurdle Rate of Return on each FV3 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date or, if later, the date of acquisition to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and, where relevant, compounded at the end of each Financial Year Provided that if Z3 is greater than FV3 + FX3 + D3 then B = nil., and the difference between nil and what "B" would have been but for this proviso (expressed as a positive number) is the “Negative Annual Fee Amount” and will be dealt with in accordance with clause 9.4A.