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Glossary of Terms

Accounting Period means the period ending on and including 31 March (and then 31 March in each following year) and, in the case of the first Accounting Period, beginning on the date of registration of the Limited Partnership or, in all other cases, on the first day following the end of the previous Accounting Period

Administration Manager means NZSIF Management Limited, a subsidiary of Craigs Investment Partners

Advisory Committee means the advisory committee of the PIP Fund comprising representatives from the Limited Partners. Details of the composition and role of the Advisory Committee can be found on page 23 of the prospectus and investment statement of NZSIF

Applicant means a person who submits an Application Form

Application Fee means 2% of the total Subscription Amount

Application Form means an application form to subscribe for Shares in the Offer, contained on page 52 of the prospectus and investment statement of NZSIF

Board means the board of directors of NZSIF

Borrowing means the ratio of debt to debt-plus-equity, measured at the time the indebtedness is incurred

Business Days means any day of the week other than Saturday, Sunday or a public holiday in Auckland or Wellington

Capital Contribution means in respect of each Limited Partner, the aggregate amount of its Committed Capital called and contributed to the Limited Partnership from time to time

Closing Date means 5pm on 30 April 2010, unless amended

Commencement Date means 30 October 2009, being the date that the PIP Fund was registered

Committed Capital means the amount of New Zealand dollars contributed and agreed to be contributed to the capital of the PIP Fund by each Limited Partner

Concession means a contract entered into by a Private Entity with a Public Sector Client, typically for 15 to 35 years, under which the Private Entity typically provides finance and arranges the design, construction and ongoing operation of an asset and the Public Sector Client undertakes to make payments to the Private Entity

CPI means the percentage change in the New Zealand All Groups Consumer Price Index over the relevant twelve month period for which data has been released by Statistics New Zealand

Craigs Investments Partners means Craigs Investment Partners Limited

Deed of Adherence means the deed dated on or around 10 March 2010 pursuant to which NZSIF has agreed to be bound by the terms of the Limited Partnership Agreement

Derivative Contracts means any contracts which establish rights and obligations to some underlying instrument, investment, currency, product, index, right or service including contracts commonly known as swaps, forward rate agreements, futures, options (excluding any option to acquire or divest an Investment), forward foreign exchange contracts, and hedge contracts

Fully Operational means the time when the project is complete, has passed all applicable completion tests, has had all necessary documentation and other information supplied, has achieved all applicable certifi cations and approvals, has been handed over to the owner in the state required by the applicable contract and has commenced commercial operation, provided that if a business plan in respect of a project contemplates unitary or service charges, then that project shall not be considered to be fully operational until the commencement of unitary or service charges

General Partner means Woodward Infrastructure Limited (company number 2315772), the beneficial owner of which is the HRL Morrison Music Trust

Internal Rate of Return the annualised effective compound rate of return earned on Subscription Amounts (excluding the Application Fee)

Invested Capital means the Investment Cost of a particular Investment, as budgeted by the Investment Manager and approved by the investment committee, on the date the Limited Partnership or a Private Entity enters into a legally binding agreement with respect to that Investment, but does not include debt or equity provided to Private Entities by third parties, other than Limited Partners or the General Partner (where it has committed capital to the Limited Partnership)

Investments means investments made or to be made by the Limited Partnership in underlying assets and businesses, including shares, debentures, warrants or other securities of and commitments and loans (whether secured or unsecured) in or to any company, body corporate, limited partnership or other entity and any commitment by the Limited Partnership to do so

Investment Cost means, until a valuation of an Investment is conducted, the investment cost of an Investment together with any expenses (including ongoing foreign exchange hedging costs) associated with such investment which are paid or are to be paid by the Limited Partnership or a Private Entity, and thereaft er the market value of that Investment

Investment Manager means the manager of the PIP Fund, being in the first instance Morrison & Co PIP Limited

Investment Management Agreement means the agreement signed between the Investment Manager and the PIP Fund and the General Partner on 2 November 2009 with respect to the provision of management services to the Limited Partnership

Investment Period means the investment period for the PIP Fund, as described in Section 8 – The PIP Fund Investment Objectives and Strategy on page 21 of the prospectus and investment statement of NZSIF

Issuer means New Zealand Social Infrastructure Fund Limited

Issue Price means $1.00 per Share

Key Persons means, Marko Bogoievski, Liberato Petagna, Peter Coman and Paul Newfi eld and such other persons employed by Morrison & Co or its affi liates comprising the investment committee of the PIP Fund from time to time, or a replacement appointed under the Limited Partnership Agreement

Lead Manager means Craigs Investment Partners

Limited Partner(s) means the limited partners from time to time of the PIP Fund

Limited Partnership means the PIP Fund

Limited Partnership Agreement means the agreement establishing the PIP Fund dated 23 October 2009

Morrison & Co means H.R.L. Morrison & Co Group Limited and, where the context requires, its subsidiaries

NZSIF means New Zealand Social Infrastructure Fund Limited

NZ Superannuation Fund means NZSF Private Equity Investments (No.1) Limited as nominee of the Guardians of New Zealand Superannuation

NZX means NZX Limited

NZX Firms means stock broking fi rms authorised to trade shares on the NZX

Offer Document means this combined prospectus and investment statement

Opening Equity Value means: (i) For the first Accounting Period, the total Subscription Amount of NZSIF, less 1%; and (ii) for each subsequent Accounting Period, the sum of: (i) Shareholders Funds as at the last day of the preceding Accounting Period; and (ii) any part of the total Subscription Amount which remains uncalled as at the last day of the preceding Accounting Period

PIP Fund means Public Infrastructure Partners LP

Primary Market Participant means any company, firm, organisation or corporation designated as a Primary Market Participant from time to time by the NZX pursuant to the NZX Participant Rules

Private Entity means a company, limited partnership, body corporate or other entity, owned wholly or indirectly by the PIP Fund, whose primary purpose is to invest in Social Infrastructure Assets through PPPs

PFI means Private Finance Initiative

Public Sector Client means the Government of New Zealand, local authorities in New Zealand, or entities related to or owned by the Government of New Zealand (including universities, tertiary institutions and district health boards), or corresponding bodies, authorities or entities in Australia in respect of Investments made in Australia (with Advisory Committee approval), as the context requires

Registrar means Computershare Investor Services Limited; and Share Registry means the share register maintained by the Registrar

Regulations means the Securities Regulations 2009

Securities Act means the Securities Act 1978 (as amended)

Social Infrastructure or Social Infrastructure Assets means facilities designed to provide or accommodate social services that are predominantly delivered by governmental entities, such as schools, post offices, student accommodation, car parking, healthcare facilities, prisons, and water services. It does not include investments of a predominantly commercial nature, such as airports, demand-risk toll roads, electricity lines businesses and power generation. Ultimately, whether an asset qualifies as a Social Infrastructure Asset will be determined by the Investment Manager’s regard to the nature of an asset’s cash flows (where comparatively stable, long duration inflation-linked net cash flows are regarded as a defining characteristic) and to the demand-risk that the asset faces

Shareholders Funds means the book equity value of NZSIF as reflected in the annual audited financial statements of NZSIF

Subscription Amount means the product of the Issue Price under the Offer and the number of Shares applied for in NZSIF under the Offer

Share means one ordinary voting share (with a nil issue price) and 100 non-voting redeemable preference shares (with an issue price of $0.01 per share) in New Zealand Social Infrastructure Fund Limited


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