3 arrf fund information - april 2012
TRANSCRIPT
THE ASIA RENEWABLE RESOURCES FUNDEstablished in March 2012
Invest in a Green & Sustainable Economy
&ƵŶĚ/ŶĨŽƌŵĂƟŽŶIssued 31 March 2012
THE TREEDOM GROUP LtdCo Number: 082257
A Dedicated Fund of the KMG SICAV - SIF
www.treedom.biz
Treedom Investments - the Global Pathway to Building a Green and Sustainable EconomyEstablished in 2006
/ŵƉŽƌƚĂŶƚ/ŶĨŽƌŵĂƟŽŶ
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Is a Luxembourg domiciled and regulated ^/s ^/& ĨƵŶĚ ĂƉƉƌŽƉƌŝĂƚĞ ĨŽƌ ŝŶƐƟƚƵƟŽŶƐ ĂŶĚ ‘well- informed’ investors only. The Investment KďũĞĐƟǀĞŽĨƚŚĞĨƵŶĚŝƐƚŽƉƌŽǀŝĚĞŐŽŽĚŐƌŽǁƚŚƉŽƚĞŶƟĂůǀŝĂĂƉŽƌƞŽůŝŽŽĨĚŝǀĞƌƐŝĮĞĚĞdžƉŽƐƵƌĞƚŽ ƐŝĂŶ ĨŽƌĞƐƚƌLJ ĂƐƐĞƚƐ ǁŚŝůƐƚ ƉƌŽƚĞĐƟŶŐ ƚŚĞ ŝŶƚĞƌĞƐƚƐŽĨŝŶǀĞƐƚŽƌƐůŽĐĂůĐŽŵŵƵŶŝƟĞƐĂŶĚƚŚĞenvironment.
/ƐĂŶŽƉĞŶĞŶĚĞĚŝŶǀĞƐƚŵĞŶƚĨƵŶĚĂĐƋƵŝƌŝŶŐŚŝŐŚƋƵĂůŝƚLJ ĂŶĚŚŝŐŚǀĂůƵĞ ĨŽƌĞƐƚƌLJĂƐƐĞƚƐĂŶĚ ůĂŶĚŽƉƉŽƌƚƵŶŝƟĞƐ ĂŝŵŝŶŐ ƚŽ ƉƌŽǀŝĚĞ ŝŶǀĞƐƚŽƌƐ ǁŝƚŚƐƚƌŽŶŐŐƌŽǁƚŚƉŽƚĞŶƟĂůŝŶƚŚĞƐŚŽƌƚƚŽŵĞĚŝƵŵƚĞƌŵ ǁŝƚŚ ƚLJƉŝĐĂů ŝŶǀĞƐƚŵĞŶƚ ŚŽƌŝnjŽŶƐ ŽĨ ĐŝƌĐĂ 5 years.
The Asia Renewable Resources Fund
The Asia Renewable Resources Fund has been set up to offer unrivalled returns for equity investors while providing renewable, sustainable and practical long term forestry investments. For centuries we have been exploiting the richness of our planet. Now manufacturers, retailers and consumers recognise that economic growth can no longer mean a growth in the use of our finite natural resources. The ARRF and Treedom Group Ltd are active in one of the world’s truly sustainable industries, Forestry. The ARRF develops forest-based investments with high potential returns and a strong ethical, environmental and socio-economical profile, including community development and Forest Stewardship Council (FSC) certification. The ARRF is targeting above average returns with minimal correlation to traditional asset classes such as bonds and stocks. With rising commodity prices and a growing global demand for forestry products the Asia Renewable Resources Fund offers investors the unique opportunity to gain alternative asset class exposure in a fully regulated and transparent investment vehicle.. The right timing The Asia Renewable Resources Fund offers investors an opportunity to reap the rewards from investments in sustainable and financially lucrative project-based forestry investments; with these investments projected to include forestry, carbon credits, plantation timbers and Oil Seed Trees (OST's). High stable returns The Agro Forestry sector has traditionally been seen as a safe haven for investors during tough economic times. Timber and forest asset classes have been invested in for centuries and are seen as very stable returns because the investors are able to see their assets “growing” due to the organic biological activity. With low correlation to other commodity and asset classes timber and associated products are sheltered to a large degree from economic downturns and offer a prime investment opportunity for primary and secondary investors. As an asset class forestry investment and “agro forestry” in particular offers equity and quasi-equity investors the opportunity to enter a sector which has a stable and predictable return strategy over the short, medium and long terms. The increasing acceptance of the ideas and practices of a sustainable society and sustainable business represents an enormous opportunity for the ARRF and the Treedom Group Ltd. Our long-standing and stringent approach to sustainability, exemplified by our Plant a Tree Today (PATT) charity and our expertise within the renewable resources sector, makes Treedom Group Ltd an increasingly attractive investment opportunity.
Andrew Steel
CEO – Treedom Group Ltd
WELCOME TO A NEW ERA OF SUSTAINABLE INVESTING.
Contents
The Asia Renewable Resources Fund Page 1
/ŶǀĞƐƚŵĞŶƚKďũĞĐƟǀĞƐ WĂŐĞϭ
Managed Forestry Projects Page 3
ĐƋƵŝƐŝƟŽŶ^ƚƌĂƚĞŐLJ WĂŐĞϰ
The Treedom Group of Companies Page 6
Fund Dynamics Page 8
'ĞŶĞƌĂůZŝƐŬWƌŽĮůĞ WĂŐĞϵ
/ŶǀĞƐƚŵĞŶƚ/ŶĨŽƌŵĂƟŽŶ WĂŐĞϭϰ
www.treedom.biz - The Asia Renewable Resources Fund | 1
Investment objective The investment objective of the Asia Renewable
Resources Fund is to achieve long term capital growth
through investment in high value forestry assets and
land opportunities to develop sizeable returns from
forestry operations. The Asia Renewable Resources
Fund may also invest in transferable securities to
enhance liquidity and diversification.
The Asia Renewable Resources Fund will target annual
total returns equal to or greater than the S&P Forestry
index.
Investment Policy The Asia Renewable Resources Fund’s primary objective is to provide capital growth by investing in a
portfolio of agro forestry products and forestry. The
aim is to achieve this through investment as identified
by the Investment Adviser. An independent third party
forestry expert will be retained and paid by the Asia
Renewable Resources Fund and will review the
Investment Adviser’s recommendation and provide their recommendation to the Board of Directors. The
Global Investment Manager also reviews the
Investment Adviser's and forestry expert’s investment recommendation and further provides
recommendation to the Board of Directors of the Fund.
The Board of Directors of the Fund finally reviews the
investment and divestment decision and generally
controls the investment decision process. The
independent third party forestry expert will be
contracted directly to the Asia Renewable Resources
Fund.
Furthermore, the Asia Renewable Resources Fund will
also retain and pay out of its assets the services of an
independent specialist audit firm that will conduct
regular on-site inspections of the assets. The audit firm
will:
a) Provide commentary on the physical state of
the assets i.e. health of the stand, attrition
rates, die back, general form, growth, fire
hazard, evidence of pest or disease, etc.
b) Provide commentary on social and
environmental impacts associated with the
forestry assets. Assessment of forestry assets
will be done on the basis of the principals and
criteria as per the Forest Stewardship Council
(FSC) standards.
c) Provide a written report to the Board of
Directors of the Fund following each site visit
clearly outlining key findings and
recommendations with evidence. Highlight
both real and potential risks and provide clear
advice and recommendations to reduce risk.
d) The frequency of inspections will likely be 6
monthly with a comprehensive full audited
conducted annually and a summary audit 6
months following the comprehensive audit.
Both audits would combine desk based and
field inspections with the days required linked
to the number and location of assets.
e) Conduct meetings with key stakeholders,
community, government, neighbours, etc. to
gauge potential issues and assisting
stakeholders to find a solution in case of
potential claims of stakeholders in a project.
f) Compile a concise visit report that presents
findings, opinions and recommendations;
Offering investment in both long and short term
rotation forestry assets, the aim will be to diversify the
portfolio but not limited to the distinct categories
below.
• Forestry assets producing high value essential
oils – for example Sandalwood oil or Oud oil
• High Value long term timber Assets – such as
teak, mahogany, ebony and rosewood.
• Forestry assets aimed at deriving an annual
income stream such as Milletia Pinnata
primarily for the bio fuels market or Para
Rubber.
The Asia Renewable Resources Fund returns are
generated from agricultural and 'agro-forestry'
opportunities including the cultivation and harvest of a
rare and valuable non-timber product – Aquilaria more
commonly known as 'Agarwood'. This species is used to
produce via steam distillation the very high value
essential oil - Oud; used extensively in the Middle East
and becoming more popular in the perfume industry
now that sustainable sources of the product can be
derived from this CITES (Convention on International
Trade in Endangered Species), protected species.
The Asia Renewable Resources Fund strategy will be to
invest in land opportunities and look to cover a broad
base of forestry species ensuring income will be
derived at multiple junctures and thus not reliant on
large revenues at harvest; which in some cases can be a
lengthy period of time. Investment in new growth
plantations is aimed at significantly increasing
profitability as high growth rates ensure above average
financial performance due to increased and quick asset
growth, however that does not preclude that the
acquisition of existing mature plantations will not be
given due consideration.
THE ASIA RENEWABLE RESOURCES FUND A DEDICATED FUND OF THE KMG SICAV – SIF
www.treedom.biz - The Asia Renewable Resources Fund | 2
The Asia Renewable Resources Fund offers investors an
opportunity to reap the rewards from investments in
sustainable and financially lucrative project-based
forestry investments; with these investments projected
to include forestry, carbon credits, plantation timbers
and Oil Seed Trees (OST's). The Asia Renewable
Resources Fund focus will be on a number of species
indigenous to Asia and includes investments in large
and small-scale forestry projects in the Asia-Pacific
zone. These investments have social components and
the Fund will proactively promote and utilize all the
criteria and indicator concepts for Sustainable Forest
Management (SFM). Appropriately, the Asia Renewable
Resources Fund incorporates certification aspects
within the rules and modalities of the Forest
Stewardship Council (FSC), the Smartwood Programme,
and the Global Forest and Trade Network (GFTN).
Whilst the focus will be on maximising returns from
plantations by owning the complete value chain from
seed to maturity, the option to pursue distressed
nonperforming assets such as poorly managed
plantations that can be turned around with the input of
good management will be given consideration as well
as considering the underlying land assets.
Acquisitions of forestry investments may be made via
joint ventures if it is deemed appropriate.
Voluntary Emission Reductions (VER) or Certified
Emission Reduction (CER) commonly known as Carbon
credits will be pursued where possible under the
appropriate verification standard to derive an
additional income stream from this growing commodity
market.
As part of the overall investment strategy and to assist
with liquidity the Asia Renewable Resources Fund will
hold, between 10% to 20% of the Asia Renewable
Resources Fund’s assets, in transferable securities such
as forestry sector exchange traded funds, and UCIs
(Undertakings for Collective Investments) which have
exposure to the forestry sector.
At its discretion, and on obtaining appropriate advice
from the Investment Adviser, the Board of Directors of
the Fund may, for preservation of assets, cash
management purposes, or when investments are not
currently available or deemed unsuitable by the
Investment Adviser for investment, invest in money
market funds or other liquidity funds ("Liquidity
Funds") or place money in Liquid Assets. It is not
expected that cash will be used as an asset class except
for short term requirements, unless the Board of
Directors of the Fund deem that unusually difficult
expected or actual market conditions require a holding
in cash to protect Shareholder returns.
The Asia Renewable Resources Fund may seek to raise
finance. Finance will be raised to a maximum of 80%
loan to Net Asset Value at individual SPV level but no
more than an aggregate 30% loan to Net Asset Value at
Fund level.
Acquisitions may be acquired through SPV subsidiaries
(the "Subsidiary Companies") and funded by equity and
borrowing at SPV level. Such Subsidiary Companies
shall be organized under such terms that the
investments remain under the control of the Asia
Renewable Resources Fund, particularly with respect to
the exit opportunities and to the custodian, central
administration and auditor requirements in
Luxembourg.
The audit of the accounts of the Asia Renewable
Resources Fund and of Subsidiary Companies, which
are funded for more than 50% by the Asia Renewable
Resources Fund, either by way of equity or of loans will
be carried out under the responsibility of the same
auditor of the Asia Renewable Resources Fund, to the
extent possible. The accounts of these entities are, in
principle, drawn up as of the same date. For the
purposes of the presentation of the accounts of the
Asia Renewable Resources Fund any Subsidiary
Companies will be regarded as transparent and the
accounts will contain a list of all investments held
through such Subsidiary Companies.
The Board of each Subsidiary Company will be generally
composed of at least one director from the Board of
the Global Investment Manager and the Investment
Adviser.
Corporate Governance Treedom’s Senior Management Team and the Board of Directors hold extensive experience and an intimate
understanding of the Forestry, Land Banking and Agri
businesses.
Treedom’s clear governance model is characterised by
an active awareness of risk management. The
transparent, flat management style and continuous
professional development encourages employee
participation in process development and leads to an
intelligent, engaged and stable workforce
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Single species versus a multiple species focus? An
identified industry issue with Managed Forestry
Projects and the Forestry companies that inhabit this
space is their exposure to a single species in single
locations.
The Asia Renewable Resources Fund intends to address
any risk concerning the market movement for a single
species by adopting a multiple species approach.
Initially, the advisers will address a number of potential
projects which may include plantations that are
considered as being 'distressed'.
Teak Botanically called Tectona Grandis, the Teak is a native
of the deciduous forests of India and Burma and
naturally its cultivation is encouraged in the forestation
programmes of the Government of India and in the
recent past we have seen Teak grown in large numbers
wherever climatic conditions are favourable for it. It is
mainly grown for its highly valued timber. This long
lifespan is an argument against its cultivation, but
commercially grown Teak is usually thinned from
around years 8-10 and then finally harvested around
years 15-20, which still gives a high return value for the
full tree.
Teak wood is very strong and durable, resists white
ants and contains oil which preserves nails, a property
which enhances its value in the construction and
furniture industries.
Due to heavy deforestation and illegal logging
practices, Teak is now a CITES 5 (Convention on
International Trade in Endangered Species), restricted
species. This essentially means that the trade of Teak
wood is closely monitored. However, illegal logging due
to high demand and increasing prices for hardwood
remains a major threat to this species. Financial
Projections for Teak Plantations targeted for
investment display sustained returns of in excess of
15% annually.
Agarwood Agarwood is a resinous wood that occurs in trees
belonging to the Aquilaria genus, Thymelaeceae family.
Now listed as an endangered species as defined by
CITES, Aquilaria is a fast growing, archaic tropical forest
tree. It is found generally in South and Southeast Asia,
from the foothills of the Himalayas to the forests of
Papua New Guinea. The tree grows in natural forests
up to an altitude of about 1000 metres, with an ideal
altitude of 500 metres. It can grow in a wide range of
soils including poor sandy soil. Agarwood is a tree that
produces an essential oil, namely Oud being a product
that is commonly referred to as 'more expensive than
gold'. Oud Oil is commonly used throughout the
Muslim world as a perfume. In addition, it is used by
the fragrance houses of Europe as a base for their retail
perfume brands. The value of first grade Agarwood is
extremely high. A wide range of qualities and products
are generally available with geographical location and
cultural disposition being the main determinants of
quality. Prices range for lower grade Agarwood from a
low of US$ 1000 per kilo to in excess of US$ 30,000 per
kilo for the higher grades of Agar Oil (Oud) and resinous
wood, thus giving it the name of "liquid gold".
High values for its oil and resinous wood has seen
Aquilaria decimated in natural stands to become an
endangered species in the wild. Managed forestry is
needed to assume control over the commercial
production of Agarwood; this is where Treedom
Investments Ltd., Investment Adviser to the Fund,
comes to the fore with proprietary technology and
controls being applied to its Agarwood projects.
Oil Seed Trees (OSTs) The development of a renewable energy market has
seen a demand for feedstock supply increase – this can
be derived from various trees producing pure plant oil
or from woodchip supply. Grown in correct conditions,
OST's are extraordinary generators of two forms of
biomass. The first is a vegetable oil that can be
chemically reacted to produce biodiesel; while the
second is biomass that can be processed to a number
of renewable energy based end uses.
Development of sources of suitable energy, specifically,
green and renewable, has captured the imagination of
scientists and venture capitalists globally, as they rush
to fill a distinct market gap in a multi-billion dollar
industry. The characteristics of the energy needs for
transportation are unique and currently there are no
technologies capable of providing a feasible liquid fuel
alternative other than bio fuels. Two powerful forces,
the inevitable end of finite fossil fuel resources and the
growing imperative to reduce greenhouse gas
emissions, are creating massive worldwide demand for
alternative, renewable energy sources. As energy and
food prices rise globally, it is becoming increasingly
clear that in the developing world, there are limited
land and supply resources available for bio fuel
production. The residues from OST plantations and
vegetable oil processing can be used as feedstock for a
number of biomass processes including generation of
heat, electricity, biogas or pellets that can be
transported to a point of use and combusted as a
replacement for fossil fuels.
Biodiesel is a renewable, sustainable, non-toxic, rapidly
biodegradable fuel that can be produced from a variety
of oilseed crops. Much of the world’s transport runs on
MANAGED FORESTRY PROJECTS
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diesel and all transport can ultimately run on biodiesel.
Biodiesel helps lower particulate exhaust emissions and
can be used without any modification to most existing
diesel engines in combination with petro diesel.
The acquisition price, as with any asset class, plays a
crucial role in determining investment performance.
The Asia Renewable Resources Fund intends to source
projects that include aspects deemed desirable
including country benefit, projected profitability,
carbon aspects, biodiversity, community, flora, fauna,
market potential, risk, security and conservation
potential.
The acquisition process will balance a complex array of
biological, operational, and economic considerations
including a reliable evaluation and projection of the
following:
Timberland inventory data;
Growth and yield of inventory;
Harvest scheduling plans;
Other non-timber revenues;
Timber product mixes and prices;
Silvicultural benefits and costs;
Biomass processing;
Refining of produced oil;
Management costs; Conservation and
environmental services values;
Road and infrastructure costs and expenses;
Land Title;
Environmental, and access issues;
Potential exit strategy.
Valuations The policy and methodology for the determination of
the NAV on a monthly basis to provide a defined and
equitable basis for subscribing and redeeming
shareholders is as follows:
The valuation of the Asia Renewable Resources Fund's
subsidiary companies will be a combination of the
value of the investment (or the contract to buy
investment) held by that subsidiary, less any loans
taken to finance the acquisition of the investment, plus
any cash remaining at each valuation point, plus any
net other assets/liabilities of the Fund and its
subsidiaries at that point, including contingent
liabilities known to the Investment Adviser at the time
of valuation.
Treedom Investments Limited will conduct monthly
updated valuations of timber and other biological
assets within the Fund. Treedom Investments Limited
will comply with International Accounting Standard 41
Agriculture in the valuation of the standing timber and
other biological assets. Dependent on timber species,
focus will be on fair value accounting using market
based prices and net discounted cash flows. On
projects which include land purchase the appropriate
IAS relating to land and buildings will be utilised.
Valuations of assets prior to acquisition or disposal will
be conducted by a Board of Directors appointed
independent third party forestry expert. Forward
looking project financial forecasting will be conducted
by Treedom Investments Limited and reviewed by a
third party forestry expert. An independent specialist
audit firm will also conduct a comprehensive full audit
annually which will include site inspections and a
summary audit 6 months after each full audit.
Valuation time periods and reporting Treedom Investments Limited will build a model to
ascertain the potential asset value (and income) growth
on an annual or lesser time period basis (dependent on
species and product). This will clearly indicate the
growth and income that the asset should be achieving.
For the purpose of the monthly valuation, Treedom
Investments Limited will conduct a comprehensive
valuation of assets, assessing whether and to what
extent the asset values require modification and
provide to the Global Investment Manager the
modified values and the income to be recognised and
included in the profit and loss account.
Treedom Investments Limited will also furnish half-
yearly update reports on the market and any
developments which may have an impact on
valuations.
International Accounting Standard 41 Agriculture ('IAS 41') IAS 41, effective for periods beginning on or after 1
January 2003, introduced fair value accounting for
standing timber, as it did for all biological assets.
IAS 41 prescribes the accounting treatment, financial
statement presentation and disclosures related to
standing timber and other biological assets. The
standard prescribes, among other things, the treatment
for standing timber during its period of growth,
degeneration, production, and procreation and for the
ACQUISITION STRATEGY
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initial measurement as agricultural produce, i.e.
harvested timber.
There is a presumption that the fair value of standing
timber can be reliably measured. For assets with no
market-determined prices or values, and for which no
alternative estimates are available, historical cost can
be used, that is, until the fair value becomes
measurable. During the period of growth any change in
the fair value will be recognised through
comprehensive income and included in the profit and
loss of the period in which it arises.
IAS 41 does not prescribe a specific valuation method;
IAS 41 specifies that a preparer must determine the
valuation approach which is most representative for its
forest assets. If market-determined prices or values are
available, it can be assumed that as a preparer,
Treedom Investments Limited will be expected to use
those to estimate the value of their own standing
volume.
However, there may be circumstances where no such
active markets are available to provide prices or values
for standing timber. In the absence of reliable market
prices, Treedom Investments Limited, as the preparer,
will be required to apply valuation techniques, typically
discounted cash flows to give a net present value,
requiring that management make judgments about,
amongst other matters, prices and discount rates.
IAS 41 requires fair value accounting for biological
assets; hence, the reported value of standing timber
should reflect fair value less estimated point-of-sale
costs. As a point of emphasis, land, as distinct from the
trees growing on the land, is accounted for under IAS
16 (Property, Plant and Equipment). IAS 41 allows for
different methods in determining the fair value
estimate: market value is preferred but if reliable
market-based prices are not available, fair value is the
present value of expected net cash flows from the
asset discounted at a current market rate (the
“discounted cash flows” (DCF) method). In some situations historical cost is an allowed treatment.
The most important assumptions used in the DCF-
modelling include harvesting plans, timber prices,
forestry costs, growth rates, and the discount rate.
There are different approaches to determine these key
assumptions due to differences such as those due to
geographic location, silvicultural practices, rotation
periods and species which will drive different modelling
assumptions. A notable other significant difference will
be driven on the basis of timber prices.
Timber price assumptions are fundamental in
estimating fair value. The main assumptions can be
broadly based on either current market prices for
timber or adjusted current market prices. Although
there are other factors, the difference broadly relates
to growth cycles as longer cycles call for an adjustment
method to smooth out short term volatility in market
prices for logs. For plantations in regions with faster
rotation species, there would be a lesser need for
adjusted price assumptions, as current timber prices
would be considered sufficiently reliable for modelling
fair values.
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The Treedom Groups of Companies consists of:
Treedom Investments Ltd A Seychelles registered company and
Investment Adviser to the Asia Renewable
Resources Fund. Directors: Andrew Steel,
Steve Griffin. Key staff; David Smith, William
Raper, Patrick Mulcahy, Julian Bulman.
Equitech Ltd A Thailand domiciled entity that will be
appointed by the Investment Adviser to
identify and value prospective projects for
potential investment by the Asia Renewable
Resources Fund. Directors: Andrew Steel. Key
Staff; Steve Griffin and Dr Paiboolya
Gavinlertvatana.
Asia Forestry Management Ltd A Thailand domiciled company that will be
appointed by the Investment Adviser to
manage plantation and forestry assets held
within the Asia Renewable Resources Fund.
Directors; Andrew Steel, Steve Griffin, Key
Staff: Roger Steinhardt, Dr Paiboolya
Gavinlertvatana.
Asia Forestry Distillery Ltd
A Thailand domiciled company that will be
appointed by the Investment Adviser to
process and market Oud oil from Agarwood
assets held within the Asia Renewable
Resources Fund. Directors: Andrew Steel,
Steve Griffin. Key Staff: Les Weaver, Roger
Steinhardt.
The PATT Foundation The PATT Foundation is a UK registered
Charity, recognized by the United Nations,
which is within the Treedom Group of
Companies, but will have no working
relationship with the Investment Adviser or
the Asia Renewable Resources Fund except
for receiving donations from Treedom
Investments Limited fees and from Asia
Renewable Resources Fund investors who
opt-in voluntarily.
More details of the relevant entities are below as well
as biographies of the named Directors and key staff
mentioned:
Treedom Investments Limited – Investment Adviser - Forestry Assets Treedom has identified an opportunity arising from an
existing gap in the market for a new and innovative
style of investment Asia Renewable Resources Fund.
Established in 2010 the company brought together a
dedicated team of individuals with over 80 years
combined experience in their various field. Each with
skills specifically relevant to advise on investments in
the forestry sector. It has arisen from the current rapid
adoption of 'green' products and investments by
institutions and individuals. Treedom provides a unique
opportunity to generate returns for investors via the
provision of forestry investment products which, in
parallel, take due regard to people, communities and
the environment.
In summary, Treedom has positioned itself, via a fund
vehicle; to offer a socially responsible investment that
delivers triple bottom line benefits of People, Planet,
Profit by investing in forestry based assets.
Operations: Andrew Steel After a successful career that started in the military,
then subsequently taking up employment
opportunities in the energy sector and then the
forestry sector, Andrew has gained over 15 years of
international management in both areas. A Fellow of
the Institute of Leadership and Management (UK) and a
founder member of The Management Club (TMC) in Sri
Lanka, he is also a member if the Chartered Institute of
Management (UK). Accredited with a Master’s degree in Business Administration from the Sydney Graduate
School of Management, Andrew has previously held
the Chief Executive Officer’s position for a listed Managed Forestry Investment Company and has also
been appointed to the board of Asia Forestry
Management to add an additional dimension on
strategy and to provide the drive and commitment he
gives to everything he is involved in. He is also the
founder of the PATT Foundation a UK registered charity
aimed at social development through reforestation
programmes throughout SE Asia.
Forestry Adviser: David Smith David Smith has over 20 years of valuable ‘leading
edge’ business experience and gained first hand experience in matters of corporate governance and is
adept in all facets of rural land development,
government & community engagement, conservation,
renewable forest managment, associated energy and
financial services markets. David has been a company
director on a number occasions, firstly between 1996 -
1999 (pre-ASX business known as Timber Capital
Limited) and later between 2006 – 2009 (BioEnergy
Australia Pty Ltd & BioForests Ltd).
THE TREEDOM GROUP OF COMPANIES
www.treedom.biz - The Asia Renewable Resources Fund | 7
David was responsible for every aspect of the
plantation estate to 56,000 planted hectares (138,000
acres) of commercial plantation species including Pinus
radiata, various Casuarinas, Grevillea species and Khaya
senegalensus and the protection and conservation of
over 30,000 hectares (74,000 acres) of native
grasslands, open woodland, forest and water courses.
More recently David has for the last 5 years focused
heavily upon the assessment and development of
alternative market opportunities. A worldwide focus on
emerging renewable energy sector opportunities
(including presentations and representations at
international IEA conferences and committee
meetings) has resulted in the development of a number
of exciting commercial projects including; A ‘Carbon and Timber Production’ plantation model to establish
much needed ‘long rotation’ commercial plantations whilst providing a select few large carbon emitters an
important efficient and economic carbon offset
strategy.
Financial Controller: Steve Griffin A qualified Australian CPA. Steve has held senior
Finance positions with Accenture (Asia Pacific Regional
Head of Finance – Financial Services) and Baker &
McKenzie Lawyers (Finance Director – Australia) and,
more recently, roles within the NRMA organisation in
Australia relating to their Mergers & Acquisitions
activity. During 2006 and 2007, Steve held the Chief
Financial Officer’s position for a listed Managed Forestry Investment Company – with operations
throughout the Asia Pacific, Middle East and UK. He
was primarily involved in Initial Project engagement,
Land Procurement, Carbon Support & Registry Services,
& Project Quality Assurance.
Non-Executive Director: William Raper Mr Raper has 25 years advising companies including 12
years in Thailand. Experience includes IPO's,
restructuring and debt, Previous employers include
PriceWaterhouse, Ernst & Young, (Head of
Restructuring Thailand), and Ferrier & Hodgson
(Director Corporate and Financial Restructuring).
Extensively qualified William’s academic credentials include a Master of Commerce (Accounting) N.S.W.
University, Australia.
Non-Executive Director: Patrick Mulcahy Patrick Mulcahy adds a breadth of experience to the
board of directors having previously worked for Arthur
Andersen & Co Ltd holding a range of positions from
senior auditing to group finance director over his
distinguished career, and more recently as the Senior
Vice President Finance, EQUANT NV; a Global B2B data
telecoms company – IPO’d July 1998 on NYSE and Paris Bourse with market cap of $5.5billion, raising $700m.
Adviser Operations - Equitech The company was founded in 2006 and specializes in
‘Forestry Project Development & Management’ to address the markets of Voluntary Carbon Units from
forestry projects and develop sustainable reforestation
projects. EQT has the technical forestry and OST
expertise to bring large-scale projects to life in a
realistic and timely manner. The experience extends to
establishing several forestry “support” programs in addition to building an enviable reputation in the OST
and carbon forestry industries. See website for further
details: www.equitech.biz
Asia Forestry Management: Established in 2007, the
company has established itself as one of Thailand's
leading producers of Oud oil and specialists in the
management of high value essential oil plantations
including specifically Aquilaria. The AFM team has
developed its own technology through research and
development to ensure 100% success on the artificial
inoculation of Aquilaria trees to enable the production
of Oud oil from Thailand's second largest distilling
facility. www.asiaforestry.com
Forestry Adviser (Teak Specialist): Dr Paiboolya Gavinlertvatana Dr. Paiboolya Gavinlertvatana received his Ph.D. in
Agriculture from the University of Minnesota. He
taught at Kasetsart University in Thailand as an
Associate Professor of Agriculture and brings a vast
amount of experience knowledge in forestry operations
to the team. With over 20 years’ experience in tissue
culture technology Dr Pai has diversified experience in
three main industries: forestry, agriculture, and
horticulture specialising in hard-to-propagate
plantation trees such as Teak (Tectona grandis) and
Agarwood (Aquilaria crassna).
Independent Forestry Adviser – ST Muk ST holds an MBA degree from the University of Bath,
UK. Moreover, he is a Certified Public Accountant and
Chartered Accountant. His career started in Malaysia in
1983 with Price Waterhouse. From there he moved up
through a number of private companies to finally reach
the position of Group Chief Executive Officer/Executive
Director of a listed private forestry company in
Malaysia in 1993. ST was responsible for forest
plantations, timber processing, tree plantation
management services, and market research. Later, this
company was sold to an international forest fund in
1997. ST prepared the valuation of the firm and led
negotiations with the funds.
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Hedging The performance of the Asia Renewable Resources
Fund may be affected unfavourably, as well as
favourably, by fluctuations in currency rates. Hedging
transactions may be undertaken, but only with a view
to eliminating or reducing interest rate or currency risk.
Long and short term hedging arrangements may be
entered into on behalf of the Asia Renewable
Resources Fund. Derivative instruments may be used
for this purpose.
It will not be the intention of the Global Investment
Manager to use hedging arrangements to generate a
profit for the Asia Renewable Resources Fund. The
objective is to, wherever and to the fullest extent
possible, neutralise the impact of currency fluctuations
for investors in the Dollar Share Class and Euro Share
Class.
Liquidity Strategy The Asia Renewable Resources Fund is open for
redemptions on a monthly basis with a 30 Business
Days prior redemption notice period.
In addition:
As part of its investment strategy, it is expected to
hold between 10% to 20% of the Asia Renewable
Resources Fund assets in liquid assets such as
transferable securities and cash and/or cash
equivalents as described in the investment
objective;
The Asia Renewable Resources Fund may arrange
borrowings, up to 30% loan to net asset value,
which if available, part thereof may be used to
assist liquidity;
Finally the Board of Directors of the Fund may
suspend or postpone to the next valuation day
redemption requests, if at a monthly Valuation
Day the net aggregate redemption requests equal
10% or more of the Fund’s net assets.
Redemption requests made in respect of a particular
Valuation Day will take priority over new redemption
requests received in respect of any subsequent
Valuation Days, i.e. no new redemptions will be
processed until all redemption requests received in
respect of any prior Valuation Day have been satisfied
in full.
Accordingly, redemptions settlement may take place
over one or more Valuation Days and therefore at
different NAV’s per share and prospective investors should be aware that they may be required to bear the
financial risk of their investment for a longer period of
time and Shareholders may be paid out at different
NAV’s per share.
The Directors may use a number of different
arrangements to generate liquidity for outstanding
redemption requests. The Board of Directors of the
Fund will use all reasonable commercial efforts to
satisfy redemption requests, while recognising its
obligation to balance such efforts with the interests of
those Shareholders who remain in the Asia Renewable
Resources Fund. Subject to the fact that redemption
requests will be settled in the order of the Valuation
Days in respect of which they are received, the Board
of Directors of the Fund will not provide preferential
treatment to any redeeming Shareholder and in
considering generating liquidity will always take into
account, with due diligence and in good faith, the
interests of the Asia Renewable Resources Fund and
those Shareholders who have not submitted
redemption requests.
Redemption settlement of Shares may be suspended
for certain periods of time as described above and
under provision of Section 17 of the main Offering
Document.
Investor Profile Investment in the Asia Renewable Resources Fund is
only appropriate for those whose investment
experience is such that they are capable of evaluating
the merits of their prospective investment and have no
need for their investment to be liquid on a daily basis.
Investors should accordingly consult a suitably qualified
professional Adviser if they do not have the
appropriate experience before committing themselves
to an investment in the Asia Renewable Resources
Fund.
Forestry assets have had a close to zero correlation in
the year-to-year variation in their returns with other
major asset classes such as listed stocks, corporate
bonds, and property. At the same time, forestry assets
have been positively correlated with inflation.
Therefore, investors could find that the overall volatility
of their portfolio would be reduced by the addition of
forestry assets. Assets that tend to increase in value
when markets fall, including gold, oil futures, and some
types of hedge funds, are characterised as defensive.
The difference between these and forestry, however, is
that the performance of forestry assets is not market
driven, and so is much less volatile over long periods of
time than other commodities.
Overall, forestry investment assets could improve risk-
adjusted returns for investors who have long-term,
value orientated objectives within a balanced and
diversified portfolio.
Fund Dynamics
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Capital Risk Investors will be exposed to stock market fluctuations, and the financial performance of the
companies held within the Asia Renewable Resources Fund's portfolio. Therefore, investors may
see the value of their investment fall as well as rise over time; investors may also receive less than
their original investment. Investors should be aware that investments may be made in emerging
markets which may be subject to additional political and economic risk, which stocks of the target
companies can be negatively impacted by low liquidity, poor transparency and greater financial
risks. As investments may be made globally across any economic sector, there may be investments
that are less liquid and carry greater financial risk and volatility may be higher. However, there
may be greater potential for higher returns. To the extent that the Asia Renewable Resources Fund
invests into other collective investment schemes, these investments may entail a duplication of
certain fees and expenses for the shareholders, for instance the commissions for the custodian,
the administration agent, management / Advisory fees and issue / redemption fees on the level of
invested collective investment schemes.
Valuation risk Forestry values, as with all other investments, are vulnerable to political, legal and economic
issues. The value of the land may also fall or rise. Whenever possible a distressed asset may be
purchased at a discount to market value. However this may not be possible in certain market
conditions and there is a possibility that in a rising or strong market a purchase may be made
where a premium is paid for a plantation. The performance of the Asia Renewable Resources Fund
could be negatively affected by a decline in global timber prices or a reduction in demand. This
could also be apparent in terms of a general decrease in capital values or a reduction of income or
a change in government policies towards exports.
Market circumstances will determine how long it may take to sell prevailing assets and the time-
scales for the success of any sale cannot be pre-determined. Increased supply of products or assets
could entail that due to the price elasticity of demand the price may fall.
Monthly valuations are subject to uncertainty and will depend on the profitability of the project.
Best efforts are made for valuations to be as accurate as possible. An appraisal or a valuation is
only an estimate of value and is not a precise measure of realisable value. Ultimate realisation of
the Market Value of a forestry asset depends to a great extent on economic and other conditions
beyond the control of the Board of Directors of the Fund. Appraised or otherwise determined
values do not necessarily represent the price at which an investment would sell since market price
can only be determined by negotiations between a willing buyer and seller. If the Asia Renewable
Resources Fund were to liquidate a particular investment, the realised value may be more than or
less than the appraised value or other valuation of such asset. The valuation is inherently
subjective due to the individual nature of each plantation. As a result, valuations are subject to
uncertainty. There is no assurance that the valuations of the assets belonging to the Asia
Renewable Resources Fund will reflect actual sale prices, even where any such sales occur shortly
after a valuation date.
Finance and borrowing
The Asia Renewable Resources Fund or any SPV is permitted to utilise borrowings for the purpose
of purchasing investments. The Asia Renewable Resources Fund may borrow significant sums from
banks and other third parties.
Borrowing creates an opportunity for a greater yield and total return, but, at the same time, will
increase the exposure to capital risk and interest costs.
Investors must also remember that where the associated interest costs are greater than such
income and gains, the value of the Asia Renewable Resources Fund may decrease more rapidly
than would otherwise be the case.
Borrowings may multiply the effect of falls and rises in the value of the project investment
portfolio. The facilities granted by the lender may be terminated or altered in certain
circumstances which may adversely affect the Asia Renewable Resources Fund.
Borrowings up to a maximum of 30% loan to value may be obtained. Finance may have to be
GENERAL RISK PROFILE
www.treedom.biz - The Asia Renewable Resources Fund | 10
repaid before any liquidity can be realized and higher gearing may result in a greater number of
asset sales becoming necessary to meet early redemption requirements.
There is a risk that the available credit may be restricted in any period of recession. The lenders (if
any) will have a first charge over the assets and if the value of such assets were to fall significantly,
the lenders may be permitted to realise their security by selling such assets.
Income Risks
The Asia Renewable Resources Fund may not achieve the anticipated returns in the event that the
various commodity prices decrease. The Global Timber Market and subsequent commodity prices
are subject to market forces and therefore fluctuations outside of the Directors control. Adverse
weather conditions such as drought may reflect a decrease in yield in some commodities indirectly
affecting the income revenues from that particular species.
Newly formed entity
The Asia Renewable Resources Fund is a newly formed fund, which has no operating history. There
can be no assurance that the Board of Directors of the Fund will achieve the investment objectives.
There exists a possibility that an Investor could suffer a substantial or total loss as a result of an
investment in the Shares of the Asia Renewable Resources Fund.
Market Risk
The major drivers of future wood demand will be global population, living standards and wood’s cost competitiveness relative to substitute products. The relative cost of wood and wood
substitutes will be largely determined by energy costs. A global population of 10 billion using an
average of 0.6m³ of wood per person per year would require an annual global wood harvest of 6
billion m³ per year. This represents an increase of 2.5 billion m³ more than the 3.5 billion m³
annual global wood harvest of the mid 1990’s. Furthermore, attempts to halt the illegal trade of logs and to promote value added processing of timber in tropical countries, will continue to reduce
the volume of tropical industrial round wood.
Liquidity Risk
The Asia Renewable Resources Fund intends to invest predominately in forestry plantations which
are generally, by their nature, regarded as illiquid assets. It is intended that redemptions of Shares
may be met by employing the mechanisms described under Liquidity Strategy. This may not always
be possible due to the illiquid nature of investments. Redemptions may also be financed by
borrowings by the Asia Renewable Resources Fund, subject always to the availability of such
borrowings. Any borrowings will be made in accordance with the borrowing restrictions detailed in
this Appendix.
As described in the Asia Renewable Resources Fund Appendix, redemption requests may be
suspended where there are a significant number of withdrawal requests received at the same
time, which absorb the cash and cash equivalent reserves of the Asia Renewable Resources Fund
and if assets of the Asia Renewable Resources Fund are not sufficiently liquid.
Political Risk
Southeast Asia is gradually seeing a divergence between those countries that are stable and
developing, and those that are politically and socially volatile, and stagnating economically. Most
have accepted the importance of free markets and respect for private property and institutions
and continue on a course of economic, political and social stability.
Southeast Asia's financial markets were among the world's best performers in 2010. Indonesia led
the pack on growing expectations that it will be awarded an investment grade sovereign rating,
but the Philippines and Malaysia also posted impressive gains, and Thailand staged spectacular
stock market and currency rallies despite the political violence of recent years due to the flood of
hot money that has buoyed the region's markets. Foreign participation in the region's markets is
already relatively high. Foreign investors have largely turned a blind eye to Southeast Asian
political risk in their hunt for high-yield assets.
Government Policies
Investment performance may be affected by changes to government policy in relation to taxes,
exchange rates, legislative changes, land tax, income tax and other government factors. These
factors are generally beyond the control of the Board of Directors of the Fund. Prospective
investors should consult their own professional Advisers as to the implications of their subscribing
www.treedom.biz - The Asia Renewable Resources Fund | 11
for, purchasing, holding, switching or disposing of Shares under the laws of the jurisdictions to
which they may be subject
Changes in applicable laws
The Asia Renewable Resources Fund the Board of Directors of the Fund must comply with various
legal requirements flowing from its ownership of forestry assets, including requirements imposed
by local laws in the jurisdictions in which the asset is located. Should any of those laws change
during the life of the Asia Renewable Resources Fund, the legal requirements to which the Asia
Renewable Resources Fund and the Investors therein may be subject could differ materially from
current requirements. Such changes could lead to increased cost, increased taxation, a decrease in
the value of assets or may require the strategy of the Asia Renewable Resources Fund to be
reviewed, altered or aborted.
Taxation
An investment in the Asia Renewable Resources Fund involves a number of complex tax
considerations including distributions paid across national boundaries. Changes in tax legislation,
or tax treaties could adversely affect the returns from the Asia Renewable Resources Fund to its
Investors. No assurance can be given regarding the actual level of taxation payable by the Fund.
Investors should consult their own tax Advisers on the tax implications for them of investing,
holding and disposing of Shares of the Asia Renewable Resources Fund.
Economic Risks
Changes in economic conditions, including, for example, interest rates, inflation rates,
employment conditions, competition, technological developments, political and diplomatic events
and trends, and tax laws can affect substantially and adversely the business and prospects of the
Fund.
None of these conditions are within the control of the Asia Renewable Resources Fund or the
Board and no assurances can be given that they will anticipate these developments and respond
effectively.
Natural Catastrophe Risks
Wind Storm – Plantations are situated inland, in regions previously unexposed to extreme climatic
conditions. As a result the plantations are not expected to be exposed to hurricane or typhoon
risks however complete surveys as part of the due diligence process will ensure that all risks are
identified if detrimental productivity of the area.
Flood/Tsunami – The Tsunami risk in the plantation areas is negligible due to their location being
so far inland. There is no significant flood risk as a complete feasibility check of all risk aspects of
the plantations will ensure that all risks are mitigated or if deemed uncontrollable deem that the
location is not viable for investment purposes.
Drought/Extreme Heat – SE Asia is not prone to drought conditions and this is not deemed to be a
limiting or risk associated factor.
Earthquake/Volcanic Eruption – The site of plantations selected for investment are not located in
an area subject to seismological activity. Therefore there is no exposure to this risk.
Diseases / Pests
A serious threat to plantations can arise from a massive build-up of a pest or disease. It has been
disputed whether monocultures per se are more susceptible to such devastation than natural
forests In order to minimize the threat of pest and disease a thorough Plantation Health
Surveillance (PHS) program will be developed and enacted upon during the plantation cycle.
The purpose of a (PHS) program is to assist in the maintenance of plantation productivity. Pests,
pathogens, nutritional disorders and other factors can damage tree health, and hence the rate that
trees grow and produce wood.
Regular and systematic surveillance and monitoring of tree health facilitates early detection of
damaging agents and thus early intervention to protect a plantation owner’s investment. A PHS program also provides information on the status, changes and trends in plantation health
useful for long-term management.
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General Insect and Disease Control Measures
The control measures applied depend on the insect involved, as well as the extent of the
infestation, and such factors as the age of the tree, etc. Many insect problems are only identified
after severe damage has occurred and by this time it is often too late for control measures to be
effective. Control measures include:
Cultural control - selecting species that are suitable for the site, growing several species of trees
and not planting them too close together. A diverse range of plant species provides food and
habitat for beneficial insects and insectivorous birds. Trees growing in unsuitable conditions may
survive but will be under stress and are far more susceptible to attack by insects than healthy
trees.
Natural or biological control - control of pests by the use of parasitoids, predators and
pathogens. Parasitoids include wasps and flies. Predators include birds, spiders and other insects
such as ladybird beetles, hoverflies, lacewings and assassin bugs. Pathogens include fungi, viruses
and bacteria.
Physical or mechanical control - removing pests by hand and then destroying them. If scale is a
problem, adhesive bands can be placed around the trunk of the tree to catch ants feeding on the
honeydew. Ants prevent predators attacking the scale, so if they are kept away, predators can
then have access to the scale.
Chemical control - it may sometimes be necessary to use chemicals to control insect pests. The
type of chemical used and the timing of its application is critical. Insecticides should only be used
when damage levels become unacceptable. Chemicals can be contact or stomach poisons (which
kill on contact or when ingested) or can be systemic (i.e. they are taken up by the plant, and
insects subsequently feeding on the plant are killed). Systemic insecticides are the most effective
chemicals to use against sap-sucking insects. All insecticides should be used with care as they may
also kill natural insect predators and can be dangerous to people. It is important to identify what
insect is present and the damage it is causing before using chemical control. It is also very
important to only use chemicals that are registered for use against the pest that is being
controlled, and to apply the chemical as per the label directions. Directions for use must be strictly
followed and adequate safety precautions need to taken when handling and using chemicals.
Integrated pest management (IPM) - is a combination of all the above methods of control and is
the key to responsible management of insect pests and diseases.
The relative susceptibility of monocultures to pests and disease is complex ecologically and may
depend on the species and/or local conditions (climate, soil). The influence of diversity on stability
of insect populations depends on what population level is deemed acceptable and plantations will
be risk managed under this protocol.
Forest Fires
The majority of forest fires occur in natural unmanaged forested areas and are in some cases an
essential part of the ecosystem. The risk management programs to be implemented are adequate
firebreaks, lookout towers and trained fire fighters which minimise the risk of damage by fire. As a
result, less than 4% of commercially managed forests have been damaged by fire in the last 10
years. As an example; Teak trees are highly fire resistant due to high silicate content. The Teak tree
is unique in the sense that it is fire resistant after 3-5 years and damage following fire when trees
exceed this age is limited. Other species are susceptible however with adequate measures this risk
is significantly reduced.
Furthermore, the tree tops pack tightly and the shade from these trees creates a ground cover
that prevents the growth of grass and any other plants that could be a source of fire. Treedom will
manage the occurrence of fire to protect human life, welfare, and property through mitigation and
suppression activities. A fire plan will be developed for all plantation sites and regular monitoring
from observational towers and also by land patrol by professionally trained fire-fighting crews will
occur during periods of fire risk.
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FSC INTERNATIONAL STANDARD
FSC-STD-01-001 (version 4-0) EN
All plantation development will follow the guidelines of FSC PRINCIPLES AND CRITERIA FOR FOREST
STEWARDSHIP. Sections of Principle 6 and Principle 10 have been inserted below as they are
related to the management of insect pests (Principle 6) and pests, disease and fire management
(Principle 10).
Principle #6: Environmental impact
6.6 Management systems shall promote the development and adoption of environmentally
friendly non-chemical methods of pest management and strive to avoid the use of chemical
pesticides. World Health Organization Type 1A and 1B and chlorinated hydrocarbon pesticides;
pesticides that are persistent, toxic or whose derivatives remain biologically active and accumulate
in the food chain beyond their intended use; as well as any pesticides banned by international
agreement, shall be prohibited. If chemicals are used, proper equipment and training shall be
provided to minimize health and environmental risks.
6.7 Chemicals, containers, liquid and solid non-organic wastes including fuel and oil shall be
disposed of in an environmentally appropriate manner at off-site locations.
Principle #10: Plantations
10.7 Measures shall be taken to prevent and minimize outbreaks of pests, diseases, fire and
invasive plant introductions. Integrated pest management shall form an essential part of the
management plan, with primary reliance on prevention and biological control methods rather than
chemical pesticides and fertilizers. Plantation management should make every effort to move
away from chemical pesticides and fertilizers, including their use in nurseries.
Insurance Coverage
The Investment Adviser constantly reviews the necessity of insurance against a variety of risks,
which may cause a negative impact on the returns to investors in the Fund. The risks of fire,
specified diseases and pest whilst existent are managed to an extent that the losses are negligible.
Any commercial insurance programme would require premium levels per annum which are a
multiple of the losses experienced over the past 14 years. There is no exposure to windstorm,
tsunami, flood, earthquake and volcanic eruption and these risks are not covered. In considering
investment in any country political/country risk is always a consideration. This aspect has been
considered and the view taken that insurance cover is not appropriate in this respect.
Diversification
The investment policy is to diversify risk within this specific asset class, This will be achieved by
investing in a number of plantations in different locations, planted in different years. This will
ensure that physical damage risk is minimised, overall yield from numerous plantations will reduce
volatility of returns and there will be a diversity of revenues streams which will even out any
movements in the commodity price of timber.
The Investment Adviser has identified to the Asia Renewable Resources Fund, geographically
separate plantations and land opportunities, which are widely spread throughout the South East
Asian management area in excess of 100,000 hectares, which are well spread. Implementation of
FSC accreditation on all sites will ensure that the utmost standards within the forestry sector are
maintained.
The Asia Renewable Resources Fund may not accumulate holdings of more than 30% (thirty
percent) in a single investment after the third anniversary of the launch of the the Asia Renewable
Resources Fund. Properties whose economic viabilities are not linked are to be considered as a
separate item of investment for this purpose.
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Investment Adviser Treedom Investments Ltd
Global Investment Manager
KMG Capital Markets Luxembourg S.A.
Investment Adviser Fee (payable to the Investment Adviser)
A fee of 2% per annum will be charged against the gross asset value of the fund.
The Asia Renewable Resources Fund Setup Costs
A fee of up to $125,000 may be charged for the setup of the Asia Renewable Resources Fund. This fee will be amortised as an expense to the Asia Renewable Resources Fund over sixty (60) months. Costs for the formation of Subsidiary Companies will also be charged to the Asia Renewable Resources Fund and amortised over sixty (60) months as they are incurred.
Reference Currency USD
Valuation Day Monthly, on the last Luxembourg Business Day of each month.
Subscription Price / Redemption Price
Shareholders will have their Shares allotted at the Net Asset Value per Share as of the relevant Valuation Day less any applicable subscription charge. Shareholders will have their Shares redeemed at the Net Asset Value per Share as of the relevant Valuation Day for Redemption minus any applicable redemption fee charge.
Classes of Shares Class A USD: Class offered to Well Informed and Institutional Investors. Class B USD: Class offered to Well Informed and Institutional Investors. Class A GBP: Class offered to Well-Informed and Institutional Investors. Class B GBP: Class offered to Well Informed and Institutional Investors. Class A EUR: Class offered to Well Informed and Institutional Investors. Class B EUR: Class offered to Well Informed and Institutional Investors. Class I USD: Class offered to Well-Informed Investors specifically accepted by the Board of Directors of the Fund.
Categories of Shares All shares classes will be Capitalisation type shares.
Initial Subscription Period 1st July 2012 to 31st October 2012
Initial Subscription Price All share classes apart from Class I will be issued at 1000 per share in each respective currency. Class I USD: USD 1.00 per Share
Minimum Initial Subscription
Class A USD: 10,000 Class B USD: 10,000 Class A GBP: 10,000 Class B GBP: 10,000 Class A EUR: 10,000 Class B EUR: 10,000 Class I USD: 1,000
INVESTMENT INFORMATION
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Minimum Subsequent Subscription
Class A USD: 5,000
Class B USD: 5,000
Class A GBP: 5,000
Class B GBP: 5,000
Class A EUR: 5,000
Class B EUR: 5,000
Class I USD: 1,000
Subscription, redemption and conversion deadline
For subscriptions – Applications must be received at latest at 12 p.m. Luxembourg time
two Business Days prior to the monthly Valuation Day. Applications received by the
Registrar and Transfer Agent after this time are considered for the immediately
following Valuation Day.
For redemptions – Applications must be received at latest at 12 p.m. Luxembourg time
30 Business Days prior to the monthly Valuation Day. Applications received by the
Registrar and Transfer Agent after this time are considered for the immediately
following Redemption Day.
For conversions between the launched Classes of Shares of The Asia Renewable
Resources Fund – Applications must be received at latest at 12 p.m. Luxembourg time
15 Business Days prior to the last Business Day of each relevant quarter (the
"Conversion Day"). Applications received by the Registrar and Transfer Agent after this
time are considered for the immediate following Conversion Day.
Subscription Charge Class A: There will be no subscription charge payable on subscription. Investors will
receive an initial allotment of Shares equivalent to 100% of their subscription amount.
Class B: The Class B Shares will be subject to a maximum subscription charge of 5% of
the amount invested (95% allocation). Such charge will be deducted from the
subscription amount received. The full amount of the subscription charge may be paid
to Intermediaries involved in the offering of Shares.
Class I: There will be no subscription charge payable on subscription. Investors will
receive an initial allotment of Shares equivalent to 100% of their subscription amount.
Share Creation Charge Class A Shares in The Asia Renewable Resources Fund will be subject to a monthly
charge, equal to 0.0834% per month of every subscription amount received, which will
be borne by The Asia Renewable Resources Fund Class A Shares in the form of a Share
Creation Charge and amortised back to The Asia Renewable Resources Fund on a
monthly basis over a period of sixty (60) months from the date of each subscription.
The Share Creation Charge shall apply to all initial subscriptions and any subsequent
subscriptions. The full amount of the Share Creation Charge may be paid to
Intermediaries involved in the offering of Shares.
Class B and Class I Shares are not subject to this charge.
Redemption Charge Class A redemptions will be subject to Redemption Charge, between 5% and Nil, of the
value of the Net Asset Value per Share as of the relevant Valuation Day for
Redemption. This is calculated starting at 5% and reducing by 1% per annum calculated
over a period of 5 years from the date of issue (subscription) of Shares.
Such charge will be deducted from the Net Asset Value per Share as of the relevant
Valuation Day for Redemption in favour of The Asia Renewable Resources Fund.
Directors have the discretion to waive or reduce the Redemption Charge where the
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Directors’ deem that to do so would be in the best interests of Shareholders in The Asia
Renewable Resources Fund.
Class B – No redemption charge is applicable.
Class I are not subject to this charge.
Performance Fee The Investment Adviser is also entitled to receive a performance related fee (the
"Performance Fee") based upon the Net Asset Value of shares in The Asia Renewable
Resources Fund.
The Investment Adviser will receive a Performance Fee equal to 20% of any net profits
(realised and unrealised) after a monthly hurdle rate of 0.6667% is achieved. Such fee
will be accrued monthly. The net profit of The Asia Renewable Resources Fund will be
determined as at each Valuation Day by calculating the increase in the Net Asset Value
before redemptions and before any accrual for the Performance Fee; and any
distributions made during the preceding quarter shall be added back. A high water
mark principle will apply. Each Net Asset Value which generates a Performance Fee is a
high water mark. A subsequent Performance Fee in respect of a Share that was in issue
at the date of such high water mark will be payable only if and so far as the subsequent
Net Asset Value exceeds such high water mark as increased at the monthly hurdle rate.
Performance Fees may be payable in respect of Shares issued on a particular Valuation
Day in circumstances where no Performance Fees are payable in respect of Shares
issued on another Valuation Day if the Shares issued on that other date are below their
high watermark price.
The foregoing paragraphs describe how the Performance Fee is calculated. The hurdle
rate of 0.6667% per month is equivalent to a compounded rate in excess of 8% per
annum.
The Investment Adviser will direct 10% of fees earned to the PATT Foundation to
support reforestation efforts globally.
Investors have the option to donate a percentage of their returns back to the PATT
charity.
• Above 8% performance and after payment of performance fees - balance to
go to PATT.
• Above 8% performance and after payment of performance fees - 1 or 2% to go
to PATT.
• 1 or 2 % to go to PATT irrespective of performance.
Reporting Fund Status for UK Investors
It is intended that The Asia Renewable Resources Fund will seek Reporting Fund status
for the purposes of UK tax legislation on the GBP Share Classes.
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Disclaimer KMG SICAV – SIF have no intention to make any offer. This document shall be specifically considered as a simple
communication of information on a security or an issuer without securities being offered for purchase or subscription.
The issuer is exempted from the obligation to publish a prospectus within the scope of Part II of Luxembourg law on
prospectuses for securities.
This communication is directed only at institutional investors, professional investors and other well-informed
investors. It should not be distributed to, or relied on by any other investors. The Fund is a Luxembourg Specialised
Investment Funds scheme; it cannot be promoted to investors for whom it has not been deemed appropriate. If you
do not fall into these categories do not read this document.
The information contained herein is confidential and is intended only for the persons to whom it is transmitted to by
KMG SICAV SIF. Any reproduction of this document in whole or in part, or the divulgence of any of its contents,
without the prior written consent of KMG SICAV SIF, is prohibited.
Each interested investor shall be responsible for carrying out his own examination and consulting, if necessary, his
own legal advisers in order to evaluate, in respect to his personal situation, the appropriateness of an investment in
the KMG SICAV – SIF. The investor’s attention is drawn to the fact that the tax treatment that will be applied to investment in the Fund depends on his particular circumstances and may change. Therefore it is recommended that
each investor consult with his tax adviser.
More specifically, the attention of potential investors is drawn to the risks associated with this investment, which are
detailed in the Offering Document and it is strongly recommended that each potential investor consult this Offering
Document. Past yields of similar investments are no indication of future returns on investments that KMG SICAV SIF
will carry out, as past performance is no guarantee of future results. Some legal, tax, or regulatory changes may occur
during the life of the KMG SICAV SIF, and may have an unfavourable effect on the performance of the KMG SICAV SIF.
There is no guarantee that the Fund's targeted returns will be achieved. Hence, potential investors must form their
own opinion on the risks of this investment opportunity prior to taking the decision to invest in the KMG SICAV SIF.
Email: [email protected]
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