A.
Advisory Firm
Morrison & Co is a Delaware limited liability company. It was formed on December 17, 2019.
Morrison & Co is owned by H.R.L. Morrison & Co United States Holdings Limited, a New Zealand company,
which is, in turn, owned by H.R.L. Morrison & Co Group Limited Partnership (the "Limited Partnership"), a
New Zealand limited partnership. H.R.L. Morrison & Co Group GP Limited (the "General Partner") exercises
day to day voting control and exclusive management of the Limited Partnership. No limited partner in the
Limited Partnership may exercise management or control of the Limited Partnership except for certain
reserved matters which the General Partner cannot approve without approval of a certain percentage of the
unitholders. Interests in the Limited Partnership are represented by class A and class B units. Class A and B
units rank equally economically. Class A unitholders have voting rights (and the right to a stapled share in
the General Partner), however, as noted above, only the General Partner may exercise day to day voting
control and management of the Limited Partnership (aside from certain reserved matters for which the
approval of a certain percentage of (typically class A) unitholders is required). For administrative reasons,
Morrison Nominees Limited (the "Nominee") holds the units in the Limited Partnership and shares in the
General Partner on behalf of the beneficial owners, however, the Nominee is only able to exercise any rights
attaching to such units and shares in accordance with written instructions of the beneficial owners.
The beneficial owners of the Limited Partnership are a combination of Morrison & Co's founders (including
the family of the late Lloyd Morrison) and current and former directors, executives, and employees of H.R.L.
Morrison & Co Group Limited Partnership and its subsidiaries (the “Morrison & Co Group”). The beneficial
owners of the Limited Partnership are the ultimate beneficial owners of both Morrison & Co and the
Morrison & Co Group.
As of 29 June 2023, the simplified ownership structure of Morrison & Co is as set out below.
Morrison Nominees
Limited
(No 582772)
H.R.L. Morrison & Co
Group Limited
Partnership
Limited Partnership
H.R.L. Morrison & Co
Group GP Limited
General Partner
NZ incorporated
US incorporated
100% legal and beneficial ownership
100% legal ownership
100% beneficial ownership
Founders
and current and
former Directors,
Executives and Employees
H.R.L. Morrison & Co
United States Holdings
Limited
(No 7861180)
H.R.L. Morrison & Co (US),
LLC
(No 77569925)
The Morrison & Co Group was founded by Lloyd Morrison in 1988 and is a leading specialist infrastructure
investment and asset manager, investing in both private and listed markets.
B.
Advisory Services
The Morrison & Co Group has seven offices globally across four continents, which are located in Sydney,
Melbourne, Wellington, Auckland, Singapore, London, and New York, as well as a presence in Zurich. As of
March 31, 2023, the Morrison & Co Group has a global team of 177, including 81 infrastructure investment
professionals and over 70 institutional investors as its clients.
Morrison & Co will provide investment advice to the Morrison & Co Group which will, in turn, provide advice
to separately managed accounts and commingled vehicles (including Infratil Limited which is a public
company listed on the New Zealand and Australian stock exchanges). Morrison & Co specializes in
providing advice in relation to infrastructure investments.
C.
Tailored Advisory Services and Restrictions
For separately managed accounts, Morrison & Co will provide services tailored to the specific needs of its
client in accordance with the client’s investment objectives. Any restrictions that may be imposed on
Morrison & Co in relation to investment in certain securities or certain types of securities that are applicable
to a relevant separately managed account will be set forth in the relevant legal documentation.
For a pooled investment vehicle or fund, Morrison & Co will generally not tailor its services to individual
investors in the fund but will provide services consistent with the fund’s offering and constituent
documentation.
Morrison & Co will provide investment advice to the Morrison & Co Group as described in section E below.
D.
Wrap Fee Programs
Morrison & Co does not participate in wrap fee programs.
E.
Assets under Management
Morrison & Co provides investment advice to the Morrison & Co Group in connection with the Morrison &
Co Group’s separately managed account and fund clients. As of March 31, 2023, the Morrison & Co Group
has USD$18.64 billion in assets under management (“AUM”), of which USD $5.94 billion is attributable to
advice provided by Morrison & Co.1