Common use of International Portfolio Final Incentive Fee Clause in Contracts

International Portfolio Final Incentive Fee. The Company shall pay the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.3 a final incentive fee ("International Portfolio Final Incentive Fee") on certain increases in the unrealised value of the Non-New Zealand Portfolio Securities equal to "F" calculated in accordance with the following formula: F = FV4 + FX4 +D4 – Z4 Where: FV4 = International Portfolio Fair Market Value of all Non-New Zealand Portfolio Securities held (but unrealised) as at the International Portfolio Termination Date FX4 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Termination Date 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 Non-New Zealand Portfolio Securities referred to in FV4 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 D4 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those Non-New Zealand Portfolio Securities since the previous International Portfolio Valuation Date (or if there hasn't been a Valuation Date, the International Portfolio Commencement Date) plus the Hurdle Rate of Return on such Distributions and 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 Termination Date and, where relevant, compounded at the end of each Financial Year Z4 = the greater of (PFV4 + H4) and C4 PFV4 = International Portfolio Fair Market Value of the FV4 assets held as at the previous International Portfolio Valuation Date (or, if there hasn't been a previous International Portfolio Valuation Date, PFV4 shall be C4) C4 = Cost Value of the FV4 assets H4 = The Hurdle Rate of Return on each FV4 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date (or if there hasn't been an International Portfolio Valuation Date, the International Portfolio Commencement Date) or, if later, the date of acquisition to (but excluding) the International Portfolio Termination Date and, where relevant, compounded at the end of each Financial Year Provided that if Z4 is greater than FFV + FX4 + D4 then F = nil.

International Portfolio Final Incentive Fee. The Company shall pay the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.3 a final incentive fee ("International Portfolio Final Incentive Fee") on certain increases in the unrealised value of the Non-New Zealand Portfolio Securities equal to "F" calculated in accordance with the following formula: F = FV4 + FX4 +D4 – Z4 Where: FV4 = International Portfolio Fair Market Value of all Non-New Zealand Portfolio Securities held (but unrealised) as at the International Portfolio Termination Date FX4 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Termination Date 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 Non-Non- New Zealand Portfolio Securities referred to in FV4 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 D4 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those Non-New Zealand Portfolio Securities since the previous International Portfolio Valuation Date (or if there hasn't been a Valuation Date, the International Portfolio Commencement Date) plus the Hurdle Rate of Return on such Distributions and 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 Termination Date and, where relevant, compounded at the end of each Financial Year Z4 = the greater of (PFV4 + H4) and C4 H4 PFV4 = International Portfolio Fair Market Value of the FV4 assets held as at the previous International Portfolio Valuation Date (or, if there hasn't been a previous International Portfolio Valuation Date, PFV4 shall be C4) C4 = Cost Value of the FV4 assets H4 = The Hurdle Rate of Return on each FV4 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date (or if there hasn't been an International Portfolio Valuation Date, the International Portfolio Commencement Date) or, if later, the date of acquisition to (but excluding) the International Portfolio Termination Date and, where relevant, compounded at the end of each Financial Year Provided that if Z4 is greater than FFV + FX4 + D4 then F = nil.. 9.4A Set off for negative performance:51 Subject to clause 9.4C.3, the following clauses shall be applied, in order, in connection with determination of any fees payable under clause 9.4 following each International Portfolio Valuation Date:

International Portfolio Final Incentive Fee. The Company shall pay the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.3 a final incentive fee ("International Portfolio Final Incentive Fee") on certain increases in the unrealised value of the Non-New Zealand Portfolio Securities equal to "F" calculated in accordance with the following formula: F = FV4 + FX4 +D4 – Z4 Where: FV4 = International Portfolio Fair Market Value of all Non-New Zealand Portfolio Securities held (but unrealised) as at the International Portfolio Termination Date FX4 = Net present value (which may be a negative number) in New Zealand dollars as at the International Portfolio Termination Date 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 Non-Non- New Zealand Portfolio Securities referred to in FV4 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 D4 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those Non-New Zealand Portfolio Securities since the previous International Portfolio Valuation Date (or if there hasn't been a Valuation Date, the International Portfolio Commencement Date) plus the Hurdle Rate of Return on such Distributions and 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 Termination Date and, where relevant, compounded at the end of each Financial Year Z4 = the greater of (PFV4 + H4H4 ) and C4 PFV4 = International Portfolio Fair Market Value of the FV4 assets held as at the previous International Portfolio Valuation Date (or, if there hasn't been a previous International Portfolio Valuation Date, PFV4 shall be C4) C4 = Cost Value of the FV4 assets H4 = The Hurdle Rate of Return on each FV4 asset calculated on a daily basis from (and including) the previous International Portfolio Valuation Date (or if there hasn't been an International Portfolio Valuation Date, the International Portfolio Commencement Date) or, if later, the date of acquisition to (but excluding) the International Portfolio Termination Date and, where relevant, compounded at the end of each Financial Year Provided that if Z4 is greater than FFV + FX4 + D4 then F = nil.. 9.4A Set off for negative performance:51 Subject to clause 9.4C.3, the following clauses shall be applied, in order, in connection with determination of any fees payable under clause 9.4 following each International Portfolio Valuation Date: