Common use of International Portfolio Initial Incentive Fee Clause in Contracts

International Portfolio Initial Incentive Fee. The Company shall pay to the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.1, an incentive fee ("International Portfolio Initial Incentive Fee") on certain increases in the unrealised value of the International Portfolio Initial Valuation Assets equal to "A" calculated in accordance with the following formula: A = FV1 + FX1 + D1 –Z1 5 Where: FV1 = International Portfolio Fair Market Value of all International Portfolio Initial Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX1 = 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 Initial Valuation Assets referred to in FV1 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 D1 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Initial Valuation Assets since their respective dates of acquisition by the Company 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 Valuation Date to which the International Portfolio Independent Valuer's certificate relates and compounded at the end of each Financial Year Z1 = C1 + H1 C1 = Cost Value of those International Portfolio Initial Valuation Assets H1 = The Hurdle Rate of Return on the Cost Value of those International Portfolio Initial Valuation Assets calculated on a daily basis from (and including) the relevant dates of acquisition by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and compounded at the end of each Financial Year, Provided that if Z1 is greater than FV1 + FX1 + D1, then A equals nil.

International Portfolio Initial Incentive Fee. The Company shall pay to the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.1, an incentive fee ("International Portfolio Initial Incentive Fee") on certain increases in the unrealised value of the International Portfolio Initial Valuation Assets equal to "A" calculated in accordance with the following formula: A = FV1 + FX1 + D1 –Z1 5 Where: FV1 = International Portfolio Fair Market Value of all International Portfolio Initial Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX1 = 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 Initial Valuation Assets referred to in FV1 above plus the net gain or loss suffered from any prior such contracts that have been closed out and that have not otherwise 49 See Agreement Amending the Management Agreement dated 4 November 2002. 50 See Deed of Variation of Management Agreement dated 30 June 2023. previously been taken into account when calculating an International Portfolio Incentive Fee D1 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Initial Valuation Assets since their respective dates of acquisition by the Company 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 Valuation Date to which the International Portfolio Independent Valuer's certificate relates and compounded at the end of each Financial Year Z1 = C1 + H1 C1 = Cost Value of those International Portfolio Initial Valuation Assets H1 = The Hurdle Rate of Return on the Cost Value of those International Portfolio Initial Valuation Assets calculated on a daily basis from (and including) the relevant dates of acquisition by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and compounded at the end of each Financial Year, Provided that if Z1 is greater than FV1 + FX1 + D1, then A equals nil., and the difference between nil and what "A" would have been but for this proviso (expressed as a positive number) is the “Negative Initial Fee Amount” and will be dealt with in accordance with clause 9.4A.

International Portfolio Initial Incentive Fee. The Company shall pay to the Manager within 7 Business Days of receipt by the Company of a certificate from the International Portfolio Independent Valuer under clause 9.3.1, an incentive fee ("International Portfolio Initial Incentive Fee") on certain increases in the unrealised value of the International Portfolio Initial Valuation Assets equal to "A" calculated in accordance with the following formula: A = FV1 + FX1 + D1 –Z1 5 Where: FV1 = International Portfolio Fair Market Value of all International Portfolio Initial Valuation Assets held as at the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates FX1 = 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 Initial Valuation Assets referred to in FV1 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 D1 = Distributions and International Portfolio Tax Benefits received by, or becoming available to, the Company in respect of those International Portfolio Initial Valuation Assets since their respective dates of acquisition by the Company plus the Hurdle Rate of Return on such Distributions and International Portfolio Tax Benefits calculated on a daily basis from (and including) the 49 See Agreement Amending the Management Agreement dated 4 November 2002. 50 See Deed of Variation of Management Agreement dated 30 June 2023. 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 compounded at the end of each Financial Year Z1 = C1 + H1 C1 = Cost Value of those International Portfolio Initial Valuation Assets H1 = The Hurdle Rate of Return on the Cost Value of those International Portfolio Initial Valuation Assets calculated on a daily basis from (and including) the relevant dates of acquisition by the Company to (but excluding) the International Portfolio Valuation Date to which the International Portfolio Independent Valuer's certificate relates and compounded at the end of each Financial Year, Provided that if Z1 is greater than FV1 + FX1 + D1, then A equals nil., and the difference between nil and what "A" would have been but for this proviso (expressed as a positive number) is the “Negative Initial Fee Amount” and will be dealt with in accordance with clause 9.4A.