THE FAMILY SHARI'AH FUND LIMITED
('Family Shari'ah Fund" or the 'Fund')
Final Results for the year ended 31 December 2010
The Family Shari'ah Fund Limited, a multi-asset class fund providing investors with exposure to a variety of Shari'ah compliant investments predominantly outside of the GCC region, is pleased to announce its final audited results for the year ended 31 December 2010.
These results, the financial timetable, the full investing policy and the latest monthly investment manager's report are also available on the Fund's website (www.familyshariahfund.com).
The financial statements and the notice of the AGM (which is expected to be held on15 June 2011) will be sent to shareholders prior to 31 May 2011.
Included within these final results is the Company's current investing policy as required by the AIM Rules.
For further information, please contact:
The Family Office |
Tel: +973 (17) 221177 |
Manoj Ranawat |
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Religare Capital Markets (Nomad and Broker) |
Tel: +44 (0) 207 444 0800 |
James Pinner / Derek Crowhurst |
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This announcement should be read in conjunction with the Admission Document. Terms defined in the Admission Document have the same meaning when used in this announcement.
Notes to Editors
The Family Shari'ah Fund Limited is the first multi-asset class fund to gain admission to AIM and provides investors with exposure to a variety of Shari'ah Compliant investments predominantly outside of the GCC region.
The Company's investing policy, as defined by the AIM Rules, is available on the Company's website at www.familyshariahfund.com/investing_policy.html.
CHAIRMAN'S STATEMENT
FOR THE YEAR DECEMBER 31, 2010
It is my privilege to present the report and accounts of The Family Shari'ah Fund Limited (the "Fund") for the year ended December 31, 2010, being the second full accounting year of operations. During the year the Fund recorded a net loss of US$54,307 and the net asset value of the Fund decreased from US$ 28,235,279 to US$ 28,180,972.
The signs of economic recovery which were evident by the end of 2009 generally continued on a global basis in 2010. However, the disparity between those economies which enjoyed relatively sound public finances and those which had over borrowed became more apparent, as exhibited by the financial crises which engulfed some of the peripheral Eurozone countries, during the summer. Furthermore, towards the end of the year, doubts arose about the ability of the United States to maintain its 2010 economic recovery with continuing high levels of consumer and public sector debt and evidence of rising inflation.
On a more positive note, the corporate sector proved that it is generally on a more sound footing with some of the cycle leading sectors, in particular, showing improved results. Interest rates remained low and while equities showed a marked rise in the first half of the year, significant volatility returned as the concerns on sovereign risk, rising inflation and the possibility of global growth stagnating became apparent.
The overall aim of the Investment Manager for the Fund in 2010 was to increase the portion of the Fund's assets which were invested in longer term assets whilst minimising the potential volatility. The Investment Manager had determined that the most appropriate way of achieving this was to focus on Private Equity and Real Estate assets. In this regard, I am pleased to report that the proposals to amend the asset allocation limits for the Fund as set out in last year's Annual Report were approved at the Fund's Annual General Meeting held on June 15, 2010.
Over the year the Investment Manager deployed around 21% of the Fund's assets into other asset classes, thereby reducing the cash and equivalent assets of the Fund from 37% to 16% by the year end. The majority of this deployment was invested in Real Estate related assets which were acquired at attractive valuations and which also provide significant cash income. However, as these assets were booked towards the end of the year the full ongoing income benefit of these investments has yet to be recorded in the annual accounts.
Expenses were also a focus of attention and I am pleased to report that these were reduced by 11% compared to 2009. I am also delighted to report that the Investment Manger has very generously waived all of the management fee due from the Fund in 2011 for which I extend my thanks on behalf of the Board of Directors and the Shareholders.
Thus, while it is disappointing to have to record a small loss for 2010, much progress has been made during the course of 2010 and absent any further major market dislocations, I believe that we can look forward to achieving the aims of the Fund with confidence.
Together with my fellow Directors, I would like to thank the Shareholders for their continued support and the members of the Shari'ah Supervisory Board for their efforts and also those teams of professionals at the Investment Manager and other firms for their continued hard work.
Peter Robinson
Chairman
April 28, 2011
Manama, Kingdom of Bahrain
THE FAMILY SHARI'AH FUND LIMITED
DIRECTORS' REPORT
DECEMBER 31, 2010
The Directors present their report and audited financial statements for The Family Shari'ah Fund Limited (the "Fund") for the year ended December 31, 2010.
The principal activity of the Fund is to carry on the business of an investment company with the investment objective to provide investors with a diversified pool of Shari'ah compliant assets and consistent risk-adjusted returns over a market cycle via an active and diversified asset allocation programme. The Fund aims at geographic diversification of investments, predominantly outside the Gulf Cooperation Council ("GCC") and enhances liquidity through trading of the Fund's shares on the AIM market of the London Stock Exchange ("AIM").
The Fund was admitted to trading on AIM on July 25, 2008.
At December 31, 2010, the Fund had notification that the following shareholders had an interest of 3% or more of the Fund's issued share capital:
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No. of Shares |
% of Holding |
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Abdulaziz Almunajem |
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3,000,000 |
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9.51% |
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Abdullah Abdullatif Al Fozan |
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3,000,000 |
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9.51% |
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Ahmed Abdullah Almunajem |
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3,000,000 |
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9.51% |
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Ali Ibrahim Almunajem |
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3,000,000 |
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9.51% |
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Ibrahim Abdullah Almunajem |
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3,000,000 |
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9.51% |
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Saleh Abdullah Almunajem |
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3,000,000 |
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9.51% |
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Sumu Al Khaleej Trading Co. |
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3,000,000 |
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9.51% |
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Heraymila Investments Limited |
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2,000,000 |
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6.34% |
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Asasat Investments Company |
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1,000,000 |
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3.17% |
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Abdulwahab Al Sajid |
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1,000,000 |
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3.17% |
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Goldman Sachs Securities (Nominees) Limited |
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1,000,000 |
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3.17% |
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Pershing Nominees Limited |
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1,000,000 |
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3.17% |
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27,000,000 |
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85.59% |
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Review of the Development of the Business
See page 13 for the Investment Manager's report.
The statement of financial position as at December 31, 2010 and statement of comprehensive income for the year ended December 31, 2010 are set out on pages 17 and 18, respectively.
No dividend was proposed or paid during the year.
The Directors, who served during the year and to the date of this report, are as follows:
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Appointed on |
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William Morrison* |
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15 June 2010 |
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Abdulmohsin Al-Omran |
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15 June 2009 |
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Christopher Dixon* |
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15 June 2010 |
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Dr. Reinhard Leopold Klarmann |
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15 June 2009 |
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Peter Robinson |
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15 June 2009 |
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* Retired by rotation and were re-elected on 15 June 2010 |
The Directors do not have any shareholdings in the Fund or any options over shares in the Fund as at December 31, 2010. None of the Directors were granted or exercised any share options during the year.
The total amounts incurred for Directors' fees during the year were as follows:
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2010 |
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2009 |
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US$ |
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US$ |
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William Morrison |
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15,000 |
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15,000 |
Abdulmohsin Al-Omran |
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15,000 |
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15,000 |
Christopher Dixon |
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15,000 |
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15,000 |
Dr. Reinhard Leopold Klarmann |
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15,000 |
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15,000 |
Peter Robinson |
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20,000 |
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30,000 |
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Total |
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80,000 |
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90,000 |
Corporate Governance Statement
Whilst the Fund is not subject to the Combined Code, published by the Financial Reporting Council, which is applicable to companies listed on the main market of the London Stock Exchange (the "LSE"), the Directors recognise the importance of sound corporate governance. The Fund complies with the Corporate Governance Guidelines for AIM Companies as published by the Quoted Companies Alliance (as far as such guidelines are appropriate to a fund of its size and nature).
The Fund has adopted a code of conduct for its Directors' and key employees' share dealings, which the Directors consider is appropriate for the Fund given its nature as an AIM quoted investment company and as the Fund has no executive Directors and has no share option or incentive schemes. The Directors comply with Rule 21 of the AIM Rules for Companies as published by the LSE relating to Directors' dealings and, in addition, take all reasonable steps to ensure compliance by the Fund's applicable employees.
The Directors have established an Audit Committee and a Remuneration and Nomination Committee, each with formally delegated roles and responsibilities. The Audit Committee is comprised of all three of the independent non-executive Directors; Peter Robinson, Christopher Dixon and Dr. Reinhard Klarmann. The Remuneration Committee comprises of Peter Robinson, Christopher Dixon and William Morrison. The Committees meet as often as required but in any event at least once per year.
The Audit Committee is responsible for ensuring that the financial performance of the Fund is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the financial statements and internal control systems.
The Remuneration and Nomination Committee, where appropriate given the size and nature of the Fund and the composition of the Board, reviews the performance of the executive and non-executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements and letters of appointment with due regard to the interest of shareholders. No Director is permitted to participate in discussions or decisions concerning his own remuneration.
Shari'ah Supervisory Board
The Shari'ah Supervisory Board is responsible for ensuring that the Fund's activities are in compliance with Shari'ah law.
Statement of Directors Responsibilities in Respect of the Financial Statements
The Directors are responsible for the preparation of financial statements for each financial period which present fairly the Fund's state of affairs as at the end of the year and the results of operations for the year then ended.
In preparing those financial statements, the Directors are required to:
• ensure that the financial statements comply with the Memorandum and Articles of Association of the Fund and International Financial Reporting Standards ("IFRS"), as published by the International Accounting Standards Board;
• select suitable accounting policies and then apply them on a consistent basis;
• make judgments and estimates that are reasonable and prudent;
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Fund will continue in business;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Fund's financial position and financial performance.
The Directors are responsible for keeping proper accounting records, for safeguarding the assets of the Fund and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On behalf of the Directors:
___________________ _____________________
Peter Robinson Christopher Dixon
Date: April 28, 2011
THE FAMILY SHARI'AH FUND LIMITED
AUDIT COMMITTEE REPORT
DECEMBER 31, 2010
The Audit Committee is appointed by the Board from the non-executive Directors of The Family Shari'ah Fund Limited (the "Fund"). The Audit Committee is responsible for ensuring that the financial performance of the Fund is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the financial statements and internal control systems. It meets at least once a year with the auditors to discuss their remit and any issues arising from the audit.
Composition of the Audit Committee
The members of the Audit Committee are:
Name and Date of Appointment
Peter Robinson (Chairman) - May 7, 2008
Christopher Dixon - May 7, 2008
Dr. Reinhard Klarmann - May 7, 2008
The Board expects the Audit Committee members to have an understanding of:
· the principles of, content of, and developments in financial reporting including the applicable accounting standards and statements of recommended practice;
· key aspects of the Fund's operations including corporate policies, company financing, products and systems of internal control;
· matters that influence or distort the presentation of the financial statements and key figures; and
· the principles of, and developments in, company law, sector-specific laws and other relevant corporate legislation.
In addition, the Board expects the Audit Committee members to have an understanding of:
· the role of internal and external auditing and risk management;
· the regulatory framework for the Fund's businesses; and
· environmental and social responsibility and best practices.
Meetings
The Audit Committee is required to meet at least once a year. The Audit Committee can invite the executive management and senior representatives of the external auditors to attend any of its meetings in full, although it reserves the right to request any of these individuals to withdraw. Other senior management are invited to present such reports as they are required for the Committee to discharge its duties. The Audit Committee met twice during the financial year ended December 31, 2010, together with the external auditors and Investment Manager to discuss the audited accounts for 2009, interim accounts for June 2010 and the internal and reporting systems.
Overview of the Actions Taken by the Audit Committee to Discharge its Duties
External Auditors
The Audit Committee is responsible for the development, implementation and monitoring of the Fund's policy on external audit. The policy assigns oversight responsibility for monitoring the independence, objectivity and compliance with ethical and regulatory requirements to the Audit Committee. The policy states that the external auditors are responsible to the shareholders to express an audit opinion on the Fund's financial statements. The Audit Committee is responsible to the Board of Directors.
Overview
As a result of its work during the year, the Audit Committee has concluded that it has acted in accordance with its terms of reference and has ensured the independence and objectivity of the external auditors. The Chairman of the Audit Committee will be available at the Annual General Meeting to answer any questions about the work of the Committee.
Approval
The Audit Committee has approved the annual report.
This report was approved by the Audit Committee and signed on its behalf by:
Peter Robinson
Chairman of the Audit Committee
Date: April 28, 2011
Manama, Kingdom of Bahrain
THE FAMILY SHARI'AH FUND LIMITED
REMUNERATION AND NOMINATION COMMITTEE REPORT
DECEMBER 31, 2010
The Remuneration and Nomination Committee is appointed by the Board from the non-executive Directors of The Family Shari'ah Fund Limited (the "Fund"). The Remuneration and Nomination Committee is responsible for reviewing the performance of non-executive Directors and for setting and reviewing the scale and structure of their remuneration and the terms of their service agreements and letters of appointment with due regard to the interests of Shareholders. In determining the remuneration of the Directors and Officers of the Fund, the Remuneration and Nomination Committee will seek to attract and retain Board members of the highest calibre. The Remuneration and Nomination Committee will also meet as required for the purpose of considering new or replacement appointments to the Board.
Composition of the Remuneration and Nomination Committee
The members of the Remuneration and Nomination Committee are:
Name and Date of Appointment
Peter Robinson (Chairman) - May 7, 2008
Christopher Dixon - May 7, 2008
William Morrison - May 7, 2008
The Board expects the Remuneration and Nomination Committee members to have an understanding of:
· key aspects of the Directors' roles and responsibilities and involvement;
· matters that influence the performance of the Directors; and
· the principles of Directors' remuneration.
Meetings
The Remuneration and Nomination Committee is required to meet at least once a year. The Remuneration and Nomination Committee can invite the executive management and senior representatives of the external auditors to attend any of its meetings in full, although it reserves the right to request any of these individuals to withdraw. The Remuneration and Nomination Committee met once during the financial year ended December 31, 2010 and discussed the rotation policy and remuneration of the Directors and the Chairman of the Board.
Overview of the Actions Taken by the Remuneration and Nomination Committee to Discharge its Duties
Overview
As a result of its work during the year, the Remuneration and Nomination Committee has concluded that it has acted in accordance with its terms of reference and is satisfied with the conduct of the Directors. The Chairman of the Remuneration and Nomination Committee will be available at the Annual General Meeting to answer any questions about the work of the Committee.
Approval
The Remuneration and Nomination Committee recommends to the Board that the composition as well as remuneration of the Directors remains unchanged.
This report was approved by the Remuneration and Nomination Committee and signed on its behalf by:
Peter Robinson
Chairman of the Remuneration and Nomination Committee
Date: April 28, 2011
Manama, Kingdom of Bahrain
THE FAMILY SHARI'AH FUND LIMITED
INVESTMENT MANAGER'S REPORT
DECEMBER 31, 2010
We were appointed by the Board of Directors of The Family Shari'ah Fund Limited (the "Fund") as the Fund's Investment Manager with the objective of achieving long-term capital appreciation from a Shari'ah compliant, diversified, investment portfolio characterised by a moderate level of risk.
For 2010, the net asset value of the Fund, net of all fees decreased by $54,307.
The Investment Manager was of the view that the global macro picture was improving in 2010 due to central banks interventions and demand stabilization. However the volatility seen in the liquid markets combined with the dislocation in the illiquid market meant a shift in the asset allocation from liquid to Illiquid asset class. Based on the recommendation of the Investment Manager, an investment policy statement change has been approved by the Board of Directors and Shareholders in 2010. This announcement approved an increase in the percentage of the Fund's assets held in Real Estate from 15% to 30% and in Private Equity from 15% to 20%. However, the broader limit of illiquid asset class being 50% of the total fund has been kept the same.
The Investment Manager started the year with 36.8% of the Fund's assets allocated to cash (comprising of cash and murabaha receivables) and finished the year with an allocation of 16.1% to cash.
The decrease in cash was through an increase of investments in Public Equity by 3.5%, in Real Estate by 14.4%, in Alternative Investments by 3.5%, in Private Equity by 1.8% and a decrease of investments in Sukuks by 2.5%.
As far as the activity during the year, the Investment Manager maintained its allocation in Sovereign and Quasi-Sovereign Sukuks and played tactically the Dubai Sovereign Sukuk market and generated double digit returns. On the Public Equity, the Investment Manager switched part of the Fund's passive exposure to an active high dividend equity manager. In addition, it played tactically the equity markets by adding exposure after the sell-off in May and monetizing this position in November.
The Investment Manager participated in six Private Equity transactions in 2010 of which five were based in South Korea and one in the US.
The Investment Manager added Real Estate as a new asset class in the portfolio. The objective of the Real Estate program is to identify yielding US real estate assets with target yields of 8% or more and potential for capital appreciation. The Investment Manager concluded 9 Real Estate deals in 2010.
The Investment Manager added Alternative Investments as a new asset class in the portfolio. The Alternative Investments class comprise of a Shari'ah compliant Murabaha structure secured by real estate with a maturity of three years and a yield of 10.6% per annum.
In summary, the Investment Manager has taken advantage of the dislocation in the market to deploy more than 21% of the Fund's cash in a diversified pool of longer term opportunities. We are confident that these opportunities will provide the overall portfolio with a combination of stable income stream and capital growth over the mid to long term.
For 2011, the Investment Manager believes that economic recovery will continue. However the risks of high US unemployment, crisis in some of the peripheral Eurozone countries, tightening in the emerging markets and geopolitical risks in the Middle East might hinder this recovery and provide volatility throughout the year. Therefore, the Investment Manager will continue the strategy used in 2010, and take the longer term view of deploying capital in the private market and maintain a cautious and flexible approach in the public markets.
__________________________
Naji Nehme
On behalf of the Investment Manager
The Family Office Company B.S.C. (c)
THE FAMILY SHARI'AH FUND LIMITED
REPORT OF THE SHARI'AH SUPERVISORY BOARD
DECEMBER 31, 2010
In the name of Allah, The Beneficent, The Merciful
Assalam Alaikum Wa Rahmat Allah Wa Barakatuh
In compliance with the letter of appointment and the Fund's admission document, we are required to submit the following report:
We have reviewed the principles and the contracts relating to the transactions and applications introduced by The Family Shari'ah Fund Limited (the "Fund") during the year. We have also conducted our review to form an opinion as to whether the Fund has complied with Shari'ah Rules and Principles and also with the specific fatwas, rulings and guidelines issued by us.
The Fund's management is responsible for ensuring that the Fund conducts its business in accordance with Islamic Shari'ah Rules and Principles. It is our responsibility to form an independent opinion, based on our review of the operations of the Fund, and to report to you.
We conducted our review which included examining, on a test basis, each type of transaction, the relevant documentation and procedures adopted by the Fund.
We planned and performed our review so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Fund has not violated Islamic Shari'ah Rules and Principles.
In our opinion:
(a) the contracts, transactions and dealings entered into by the Fund during the period that we have reviewed are in compliance with the Islamic Shari'ah Rules and Principles; and
(b) all earnings that have been realised from sources or by means prohibited by Islamic Shari'ah Rules and Principles have been disposed of to charitable causes.
We beg Allah the Almighty to grant us all the success and straight-forwardness.
Wassalam Alaikum Wa Rahmat Allah Wa Barakatuh
___________ ___________
Member Member
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
THE FAMILY SHARI'AH FUND LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of The Family Shari'ah Fund Limited (the "Fund"), which comprise the statement of financial position as at 31 December 2010 and the related statements of comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Board of Directors' Responsibility for the Financial Statements
The Fund's Board of Directors is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
THE FAMILY SHARI'AH FUND LIMITED
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of 31 December 2010, its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.
28 April 2011
Manama, Kingdom of Bahrain
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2010 |
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2009 |
|
Note |
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US$ |
|
US$ |
|
|
|
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|
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ASSETS |
|
|
|
|
|
|
|
|
|
|
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Balance with bank |
|
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4,554,144 |
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10,439,924 |
Investments at fair value through profit or loss |
4 |
|
23,785,260 |
|
17,917,360 |
Other assets |
5 |
|
102,209 |
|
153,150 |
|
|
|
|
|
|
TOTAL ASSETS |
|
|
28,441,613 |
|
28,510,434 |
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
Due to Investment Manager |
6 |
|
192,467 |
|
185,991 |
Other payables and accruals |
7 |
|
68,174 |
|
89,164 |
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
260,641 |
|
275,155 |
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
Share capital |
8 |
|
315,500 |
|
315,500 |
Share premium |
8 |
|
31,234,500 |
|
31,234,500 |
Accumulated loss |
|
|
(3,369,028) |
|
(3,314,721) |
|
|
|
|
|
|
TOTAL EQUITY |
|
|
28,180,972 |
|
28,235,279 |
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
|
28,441,613 |
|
28,510,434 |
___________________ ___________________
Peter Robinson Christopher Dixon
Chairman Director
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|
|
|
|
|
|
Year ended |
|
Year ended |
|
|
|
December 31, |
|
December 31, |
|
|
|
2010 |
|
2009 |
|
Note |
|
US$ |
|
US$ |
INCOME |
|
|
|
|
|
Net income from investments at fair value |
|
|
|
|
|
through profit or loss |
|
|
1,268,640 |
|
1,905,677 |
Murabaha income |
|
|
- |
|
55,626 |
|
|
|
|
|
|
TOTAL INCOME |
|
|
1,268,640 |
|
1,961,303 |
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
Management fee |
6 |
|
417,318 |
|
416,699 |
General and administration expenses |
9 |
|
905,629 |
|
1,071,187 |
|
|
|
|
|
|
TOTAL EXPENSES |
|
|
1,322,947 |
|
1,487,886 |
|
|
|
|
|
|
NET (LOSS) / PROFIT FOR THE YEAR |
|
|
(54,307) |
|
473,417 |
Other comprehensive income for the year |
|
|
- |
|
- |
TOTAL COMPREHENSIVE INCOME FOR |
|
|
|
|
|
THE YEAR |
|
|
(54,307) |
|
473,417 |
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
8 |
|
31,550,000 |
|
31,550,000 |
|
|
|
|
|
|
(LOSS) / EARNINGS PER SHARE (BASIC AND DILUTED - in Cents) |
8 |
|
(0. 17) |
|
1.50 |
|
|
|
|
|
|||||||
|
Share capital |
|
Share premium |
|
Accumulated loss |
|
Total |
|
|||
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2008 |
315,500 |
|
31,234,500 |
|
(3,788,138) |
|
27,761,862 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income |
|
|
|
|
|
|
|
|
|||
for the year |
- |
|
- |
|
473,417 |
|
473,417 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2009 |
315,500 |
|
31,234,500 |
|
(3,314,721) |
|
28,235,279 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income |
|
|
|
|
|
|
|
|
|||
for the year |
- |
|
- |
|
(54,307) |
|
(54,307) |
|
|||
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2010 |
315,500 |
|
31,234,500 |
|
(3,369,028) |
|
28,180,972 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
Year ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
Net (loss) / profit for the year |
|
(54,307) |
|
473,417 |
|
|
|
|
|
Net changes in operating assets and liabilities: |
|
|
|
|
Investments at fair value through profit or loss |
|
(5,867,900) |
|
(10,090,210) |
Murabaha receivables |
|
- |
|
3,038,750 |
Other assets |
|
50,941 |
|
347,557 |
Due to Investment Manager |
|
6,476 |
|
(18,951) |
Other payables and accruals |
|
(20,990) |
|
(116,337) |
|
|
|
|
|
Net cash used in operating activities |
|
(5,885,780) |
|
(6,365,774) |
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN BALANCE WITH BANK |
|
(5,885,780) |
|
(6,365,774) |
|
|
|
|
|
BALANCE WITH BANK AT JANUARY 1 |
|
10,439,924 |
|
16,805,698 |
|
|
|
|
|
BALANCE WITH BANK AT DECEMBER 31 |
|
4,554,144 |
|
10,439,924 |
|
|
|
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
Dividends received |
|
160,485 |
|
41,503 |
1 ACTIVITIES
The Family Shari'ah Fund Limited (the "Fund") is a Shari'ah-compliant multi-asset class investment company. The Fund is a Cayman Islands exempted company and is not registered with the Cayman Islands Monetary Authority ("CIMA"). The Fund invests in a range of Shari'ah-compliant assets, products and investments. The Fund's strategy is to focus on providing specialised Shari'ah-compliant financial products that appeal to a growing market of investors who desire Shari'ah-compliant economic equivalents to conventional assets and instruments.
The address of the registered office of the Fund is SH Corporate Services Ltd., P.O. Box 61, 4th Floor, Harbour Centre, George Town, Grand Cayman, KY1, 1102, Cayman Islands.
The investment objective of the Fund is to achieve long-term capital appreciation from a Shari'ah-compliant, diversified, investment portfolio characterised by a moderate level of risk. The Fund operates under the overriding principle that all investments must be Shari'ah-compliant. The Fund's investment objectives are therefore devised so as to provide investors with a diversified pool of Shari'ah-compliant assets, consistent risk-adjusted returns over a market cycle via an active and diversified asset allocation programme, geographic diversification of investments and liquidity through trading of the Fund's shares on the AIM market of the London Stock Exchange.
The activities of the Fund are subject to Islamic Investment Guidelines, as defined from time to time by the Shari'ah Supervisory Board ('SSB'). The SSB consist of two members, as mentioned on page 3.
The SSB is responsible for:
- reviewing and approving the "Islamic Investment Guidelines" of the Fund;
- reviewing the Fund's investments to ensure that they are Shari'ah compliant;
- reviewing reports from the Investment Manager to ensure adherence to Islamic Investment Guidelines; and
- advising the Directors on revenue purification and selecting appropriate charities.
The Family Office Company B.S.C. (c), a company incorporated in the Kingdom of Bahrain, is the investment manager of the Fund ("Investment Manager").
The Fund has appointed Apex Fund Services (Ireland) Limited (the "Administrator" or "Apex"), an Irish limited liability company as its administrator.
The financial statements of the Fund for the year ended December 31, 2010 were approved by the Directors on April 28, 2011.
2 BASIS OF PREPARATION
The financial statements of the Fund have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board (IASB).
The financial statements are prepared under the historical cost basis as modified for the measurement at fair value of investments carried at fair value through profit or loss.
The financial statements are presented in United States Dollars (US Dollars) which is the functional currency of the Fund.
3 ACCOUNTING POLICIES
3.1 Accounting standards, interpretations and amendments therein issued but not yet effective
The following standards are not expected to have a material effect on the financial position or performance of the Fund when adopted/applied:
Ø IAS 32, 'Financial Instruments: Presentation - Classification of Rights Issues'
Ø IFRIC 14, 'Prepayments of a minimum funding requirement (Amendment)'
Ø IFRIC 19, 'Extinguishing Financial Liabilities with Equity Instruments'
Ø IAS 24, 'Related Party Disclosures (Amendment)'
The amended standard is effective for annual periods beginning on or after January 1, 2011. It clarified the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduced a partial exemption of disclosure requirements for government-related entities. The Fund does not expect any impact on its financial position or performance. Early adoption is permitted for either the partial exemption for government-related entities or for the entire standard.
Ø IFRS 9, 'Financial instruments: Classification and measurement'
IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after January 1, 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in 2011.
The Fund is evaluating the first phase of IFRS 9 and will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. However, the management does not expect any significant impact on adoption of the changes brought in by the above phase of IFRS 9.
Improvements to IFRSs (issued in May 2010)
The IASB issued Improvements to IFRS, an omnibus of amendments to its IFRS standards. The amendments have not been adopted as they become effective for annual periods on or after either July 1, 2010 or January 1, 2011.
Ø IFRS 3, 'Business Combinations'
Ø IFRS 7, 'Financial Instruments: Disclosures'
Ø IAS 1, 'Presentation of Financial Statements'
Ø IAS 27, 'Consolidated and Separate Financial Statements'
Ø IFRIC 13, 'Customer Loyalty Programmes'
The Fund expects no impact from the adoption of the amendments on its financial position or performance.
3 ACCOUNTING POLICIES (continued)
3.2 Changes in accounting policy and disclosures
New and amended standards and interpretations
The accounting policies adopted are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations adopted in the year commencing January 1, 2010:
Ø IFRS 2 Share-based Payment: Group Cash-settled Share-based Payment Transactions effective January 1, 2010
Ø IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements (Amended) effective July 1, 2009 including consequential amendments to IFRS 7, IAS 21, IAS 28, IAS 31 and IAS 39
Ø IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items effective July 1, 2009
Ø IFRIC 17 Distributions of Non-cash Assets to Owners
Ø Improvements to IFRS (May 2008)
Ø Improvements to IFRS (April 2009)
Improvements to IFRS
In May 2008 and April 2009, the IASB issued an omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to accounting policies, but did not have any impact on the financial position or performance of the Fund.
Issued in April 2009
Ø IFRS 8 Operating Segments: clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. The adoption of the amendment had no impact on the Fund's segment disclosure, as the existing external segmental disclosures are more consistent with the internal reporting provided to the chief operating decision makers.
Other amendments resulting from improvements to IFRS to the following standards did not have any impact on the accounting policies, financial position or performance of the Fund:
Issued in May 2008
Ø IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
Issued in April 2009
Ø IFRS 2 Share-based Payment
Ø IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
Ø IAS 1 Presentation of Financial Statements
Ø IAS 7 Statement of Cash Flows
Ø IAS 17 Leases
Ø IAS 34 Interim Financial Reporting
Ø IAS 36 Impairment of Assets
Ø IAS 38 Intangible Assets
Ø IAS 39 Financial Instruments: Recognition and Measurement
Ø IFRIC 9 Reassessment of Embedded Derivatives
Ø IFRIC 16 Hedge of a Net Investment in a Foreign Operation
3 ACCOUNTING POLICIES (continued)
3.3 Significant accounting policies
a) Murabaha receivables
Murabaha receivables comprise commodity murabaha receivables.
Murabaha receivables are sales on deferred terms. The Fund arranges a murabaha transaction by buying a commodity (which represents the object of the murabaha) and then resells this commodity to the murabeh (beneficiary) after computing a margin of profit over cost. The sale price (cost plus the profit margin) is repaid in instalments by the murabeh over the agreed period.
Where the income is quantifiable and contractually determined at the commitment of the contract, the income is recognised on an effective profit rate basis over the period of the contract.
b) Due from and due to broker
Amounts due from and due to broker represents receivables for securities sold and payables for securities purchased respectively, that have been contracted for but not yet settled or delivered on the statement of financial position date.
c) Financial instruments
Classification
Financial assets and financial liabilities are classified as financial assets and financial liabilities at fair value through profit or loss in accordance with IAS 39 "Financial Instruments: Recognition and Measurement". The category of financial assets and financial liabilities at fair value through profit or loss is sub-divided into:
Financial assets and financial liabilities held for trading:Financial assets held for trading include equity securities, investments in managed funds and debt instruments. These assets are acquired principally for the purpose of generating a profit from active trading and short-term fluctuation in price.
Financial instruments designated as at fair value through profit or loss upon initial recognition: These include equity securities and debt instruments that are not held for trading. These financial assets are designated on the basis that they are part of a group of financial assets which are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Fund. The financial information about these financial assets is provided internally on that basis to the Investment Manager and to the Board of Directors.
Recognition and measurement
Investments are initially recognised at cost, being the fair value of the consideration given. All transaction costs for such instruments are recognised in the statement of comprehensive income. After initial recognition, these investments are remeasured at fair value with both realised and unrealised gains or losses recorded in the statement of comprehensive income in "net income from investments at fair value through profit or loss". Profit and dividend revenue elements on such investments are included in the same line.
Trade date
All "regular way" purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Fund commits to purchase or sell the asset.
3 ACCOUNTING POLICIES (continued)
3.3 Significant accounting policies (continued)
c) Financial instruments (continued)
Derecognition of financial instruments
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
(i) the right to receive cash flow from the asset has expired;
(ii) the Fund retains the right to receive cash flows from the asset, but has assumed an obligation to pay the cash flows received, in full without material delay to a third party under a 'pass through' arrangement;
(iii) the Fund has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Fund has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Fund's continuing involvement in the asset.
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
Fair value
Fair value represents the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. The fair value of a quoted investment is determined by reference to the market bid price as of the statement of financial position date. The fair value of unquoted investment is determined by reference to its net asset value (NAV) as calculated by the respective administrator as of the statement of financial position date.
d) Accrued expenses
Liabilities are recognised for amounts to be paid in the future for services received, whether billed or not.
e) Functional and presentation currency
Transactions in foreign currencies are recorded at the rate of exchange prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into US Dollars at the rate of exchange prevailing at the statement of financial position date. Any gains or losses on translation of monetary assets and liabilities are taken to the statement of comprehensive income.
Translation gains or losses on investments at fair value through profit or loss is included in the statement of comprehensive income.
f) Dividend income
Dividend is recognised when the right to receive the dividend is established.
g) Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is generally not the case with master-netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
3 ACCOUNTING POLICIES (continued)
3.3 Significant accounting policies (continued)
h) Provisions
Provisions are recognized when the Fund has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.
i) Share capital
The Fund's shares are classified as equity as the Fund's shares are not redeemable at the option of the shareholders.
j) Dividend distribution
Dividend distributions are at the discretion of the Fund. A dividend distribution to the Fund's shareholders is accounted for as a deduction from retained earnings. A proposed dividend is recognized as a liability in the period in which it is approved by the annual general meeting of shareholders.
k) Fees and commissions
Unless included in the effective interest calculation, fees and commissions are recognised on an accrual basis. Legal and audit fees are included within 'general and administration expenses'.
l) Significant accounting judgements and estimates
Fair value of financial instruments
The preparation of financial statements in conformity with IFRS requires the Directors and management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. The use of estimates is principally limited to the determination of fair value of unquoted investments at fair value through profit or loss. The Directors and management believe that the estimates utilised in preparing the financial statements are reasonable and prudent. However, actual results could differ from these estimates.
Going concern
The Fund's management has made an assessment of the Fund's ability to continue as a going concern and is satisfied that the Fund has the resources to continue in business for the foreseeable future. Furthermore, the management is not aware of any material uncertainties that may cast significant doubt upon the Fund's ability to continue as a going concern. Therefore, the financial statements continue to be prepared on the going concern basis.
4 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
This represents investments in instruments compliant with, or in compliance with, the principles and precepts of Shari'ah as determined by the Shari'ah Supervisory Board. Investments are made in accordance with the investment policies as laid down in the revised investment policy of the Fund.
The fair values of financial instruments are as follows:
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
Held-for-trading: |
|
|
|
|
Quoted |
|
|
|
|
- Equity securities |
|
7,233,004 |
|
6,262,160 |
- Debt securities |
|
6,919,892 |
|
7,628,451 |
|
|
|
|
|
|
|
14,152,896 |
|
13,890,611 |
Designated at fair value through profit or loss: Unquoted |
|
|
|
|
- Investments in unquoted funds |
|
9,632,364 |
|
4,026,749 |
|
|
|
|
|
|
|
9,632,364 |
|
4,026,749 |
Total |
|
23,785,260 |
|
17,917,360 |
Determination of fair value and fair value hierarchy for investments at fair value through profit or loss:
The Fund uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
- Level 1: quoted prices in active markets for identical assets or liabilities;
- Level 2: those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
- Level 3: those whose inputs for the asset or liability that are not based observable market data (unobservable inputs).
The Fund's quoted equity and debt securities fall under level 1 category and unquoted investments fall under level 3 category. During the years ended 31 December 2010 and 2009, there have been no transfers between Level 1 and Level 3.
The unquoted investments are valued at their net asset value (NAV) as calculated by the respective administrator as of the statement of financial position date. The Investment Manager considers the use of NAV as a reasonable basis to measure the fair market value.
Refer note 12(b)(i) for the sensitivity analysis on the level 3 inputs.
4 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
The following table shows a reconciliation of all movements in the fair value of level 3 instruments:
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Balance, beginning of the year |
|
4,026,749 |
|
1,273,054 |
|
|
|
|
|
Purchase of investments |
|
6,930,454 |
|
2,520,887 |
Sale of investments |
|
(1,118,064) |
|
- |
Fair value changes included in the statement of |
|
|
|
|
comprehensive income |
|
(206,775) |
|
232,808 |
|
|
|
|
|
Balance, end of the year |
|
9,632,364 |
|
4,026,749 |
The Fund's exposure analysed by geographic region and industry sector as at December 31, 2010 and 2009 is as follows:
Geographic region
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Ireland |
|
1,738,354 |
|
3,652,457 |
Luxembourg |
|
5,494,649 |
|
2,609,703 |
United States |
|
6,521,584 |
|
2,255,128 |
Malaysia |
|
2,589,491 |
|
2,008,747 |
Jersey |
|
2,091,147 |
|
1,966,100 |
Bermuda |
|
2,239,254 |
|
1,641,500 |
Cayman Islands |
|
1,100,000 |
|
1,357,003 |
Bahrain |
|
- |
|
1,075,985 |
United Kingdom |
|
779,179 |
|
740,696 |
South Korea |
|
914,029 |
|
610,041 |
China |
|
317,573 |
|
- |
|
|
|
|
|
|
|
23,785,260 |
|
17,917,360 |
Industry sector
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Industrial |
|
2,849,115 |
|
2,254,240 |
Energy |
|
166,664 |
|
2,168,933 |
Government |
|
2,589,491 |
|
2,012,104 |
Infrastructure |
|
179,780 |
|
- |
Biotechnology |
|
1,047,533 |
|
1,046,104 |
Real Estate and related sectors |
|
5,921,105 |
|
681,937 |
Telecommunications |
|
589,869 |
|
525,062 |
Pharmaceutical and Consumer Goods |
|
378,563 |
|
314,893 |
Education |
|
244,954 |
|
264,943 |
Others |
|
9,818,186 |
|
8,649,144 |
|
|
|
|
|
|
|
23,785,260 |
|
17,917,360 |
5 OTHER ASSETS
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Prepayments |
|
68,835 |
|
83,729 |
Profit receivable |
|
33,374 |
|
69,421 |
|
|
|
|
|
|
|
102,209 |
|
153,150 |
6 RELATED PARTY TRANSACTIONS AND BALANCES
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. All transactions with related parties were in the normal course of business. The Investment Manager and related companies are deemed to be related to the Fund. Fees incurred with related parties during the year and amounts payable to related parties at the year end are disclosed below.
Nature |
Payable to |
Basis |
|
|
|
Management fee |
The Family Office Company B.S.C. (c) |
1.5% of the net asset value (NAV) of the Fund, calculated monthly as of the last day of each fiscal quarter using the month end net asset value and paid quarterly in arrears. |
Performance fee |
The Family Office Company B.S.C. (c) |
is calculated in respect of each fiscal quarter if the hurdle rate (the Murabaha 3 month return) and a high water mark are met. The performance fee is equal to 10% of the excess NAV per share over the hurdle rate multiplied by the time weighted average of the number of shares in issue in the fiscal quarter. |
Other fees |
The Family Office Company B.S.C. (c) |
This represents amount reimbursed to the Investment Manager for certain expenses incurred on behalf of the Fund. |
Balances and transactions with related parties included in these financial statements are as follows:
|
|
2010 |
|
2009 |
Statement of financial position |
|
US$ |
|
US$ |
Assets: |
|
|
|
|
Investments at fair value through profit or loss* |
|
9,632,364 |
|
4,026,749 |
|
|
|
|
|
Liabilities: |
|
|
|
|
Due to Investment Manager |
|
192,467 |
|
185,991 |
Directors' fees payable |
|
20,000 |
|
20,872 |
|
|
|
|
|
* Investments made through investment vehicles that are managed by the Investment Manager
6 RELATED PARTY TRANSACTIONS AND BALANCES (continued)
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
Statement of comprehensive income: |
|
|
|
|
Net (loss)/gain from investments at fair value through profit or loss* |
|
(84,556) |
|
232,808 |
Management fee |
|
417,318 |
|
416,699 |
General and administration expenses |
|
471,208 |
|
596,773 |
* Investments made through investment vehicles that are managed by the Investment Manager
7 OTHER PAYABLES AND ACCRUALS
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Shari'ah Supervisory Board fee payable |
|
16,226 |
|
21,600 |
Directors' fees payable |
|
20,000 |
|
20,872 |
Audit fee payable |
|
22,039 |
|
23,798 |
Administration fee payable |
|
4,000 |
|
4,400 |
Other payables |
|
5,909 |
|
18,494 |
|
|
|
|
|
|
|
68,174 |
|
89,164 |
8 SHARE CAPITAL
The authorised share capital of the Fund was US$ 49,990 divided into 4,999,000 shares of US$ 0.01 each, of which one share was issued for cash at par to the subscriber to the Fund's Memorandum of Association. On March 5, 2008 the subscriber share was transferred to TFO Shari'ah Manager Limited who subsequently transferred the subscribed share to The Family Office Company B.S.C. (c) on March 19, 2008. On July 17, 2008 the Fund's authorised share capital was increased to US$ 2,000,000.
The authorised, issued and paid up share capital of the Fund is as follows:
|
|
|
|
|
|
||
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
Number of shares |
|
Number of shares |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
Authorized share capital |
200,000,000 |
|
200,000,000 |
|
2,000,000 |
|
2,000,000 |
|
|
|
|
|
|
|
|
Issued and fully paid up |
31,550,000 |
|
31,550,000 |
|
315,500 |
|
315,500 |
|
|
|
|
|
|
|
|
The above shares were issued at a par value of US$ 0.01 each and paid up at a premium of US$ 0.99 per share.
8 SHARE CAPITAL (continued)
The holders of shares are entitled to receive notice to attend and to vote at any general meeting of the Fund. On a return of assets on liquidation or otherwise, the net assets of the Fund available for distribution among its members shall be applied first in repaying to the holders of the shares. The shares shall entitle the holders thereof to any dividends that may be declared in respect of their shares. The shares are not redeemable at the option of the holders. The Fund shall be entitled to redeem all or any of such shares at such times and in such manner as the Directors shall in their absolute discretion from time to time determine.
The Directors intend to operate an active discount management policy through the use of share buybacks of up to 14.99% of the ordinary shares that were issued upon admission. The objective is to maintain the price at which the ordinary shares trade in the market at a discount to net asset value per ordinary share of no more than 5%. In implementing this policy, the Directors will have regard to prevailing market conditions and will undertake share buybacks so long as they believe that it is in the best interests of shareholders as a whole to do so. Any ordinary shares bought back pursuant to the policy will be cancelled. There was no share buyback during the years ended December 31, 2010 and 2009.
9 GENERAL AND ADMINISTRATION EXPENSES
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Other fees to the Investment Manager (note 6) |
|
341,122 |
|
341,122 |
Insurance expense |
|
123,077 |
|
183,573 |
Commission expenses |
|
79,804 |
|
169,650 |
Directors' fees and expenses |
|
96,616 |
|
121,539 |
Advisory fees |
|
52,185 |
|
72,442 |
Legal fees |
|
51,302 |
|
67,931 |
Administration fee |
|
50,400 |
|
52,800 |
Audit and tax fee |
|
35,190 |
|
17,700 |
Other expenses |
|
75,933 |
|
44,430 |
|
|
|
|
|
|
|
905,629 |
|
1,071,187 |
10 COMMITMENTS
The Fund does not have any commitments except as disclosed in note 12(c).
11 CATEGORIES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The table below shows categories of the Fund's financial assets and financial liabilities at December 31, 2010:
|
|
Held-for-trading |
|
Designated at fair value through profit or loss |
|
Items at amortised cost |
|
2010 Total |
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
Balance with bank |
|
- |
|
- |
|
4,554,144 |
|
4,554,144 |
Investments at fair value through profit or loss |
|
14,152,896 |
|
9,632,364 |
|
- |
|
23,785,260 |
Other assets |
|
- |
|
- |
|
33,374 |
|
33,374 |
|
|
|
|
|
|
|
|
|
Total financial assets |
|
14,152,896 |
|
9,632,364 |
|
4,587,518 |
|
28,372,778 |
|
|
|
|
|
|
|
|
|
Due to Investment Manager |
|
- |
|
- |
|
192,467 |
|
192,467 |
Other payables |
|
- |
|
- |
|
68,174 |
|
68,174 |
|
|
|
|
|
|
|
|
|
Total financial liabilities |
|
- |
|
- |
|
260,641 |
|
260,641 |
The table below shows categories of the Fund's financial assets and financial liabilities at December 31, 2009:
|
|
Held-for-trading |
|
Designated at fair value through profit or loss |
|
Items at amortised cost |
|
2009 Total |
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
Balance with bank |
|
- |
|
- |
|
10,439,924 |
|
10,439,924 |
Investments at fair value through profit or loss |
|
13,890,611 |
|
4,026,749 |
|
- |
|
17,917,360 |
Other assets |
|
- |
|
- |
|
69,421 |
|
69,421 |
|
|
|
|
|
|
|
|
|
Total financial assets |
|
13,890,611 |
|
4,026,749 |
|
10,509,345 |
|
28,426,705 |
|
|
|
|
|
|
|
|
|
Due to Investment Manager |
|
- |
|
- |
|
185,991 |
|
185,991 |
Other payables |
|
- |
|
- |
|
89,164 |
|
89,164 |
|
|
|
|
|
|
|
|
|
Total financial liabilities |
|
- |
|
- |
|
275,155 |
|
275,155 |
12 RISK MANAGEMENT
Risk is inherent in the Fund's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Fund's continuing profitability. The Fund is exposed to credit risk, market risk and liquidity risk. The Board of Directors is responsible for overall management of these risks. The Board of Directors has included certain of the risk management activities in the investment management agreement with the Investment Manager. The Investment Manager's objective is to assess, continuously measure and manage the risks of the portfolio, according to the investment objective, the investment policy and the overall risk profile of the Fund. The nature and extent of the financial instruments outstanding at the statement of financial position date and the risk management policies employed by the Fund are discussed below.
(a) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge a financial obligation and cause the other party to incur a financial loss. The Fund is exposed to credit risk on its balance with bank, quoted debt investments at fair value through profit or loss and other assets.
The Fund has a policy to maintain balances with reputable banks and custodians to minimise the counterparty risk. S&P's long term credit rating of the custodian was "A" as at December 31, 2010 and 2009. During the year, the Fund employed custodians whose credit rating ranges from "A-1" to "A". The Investment Manager evaluates counterparty risk for any of the Fund's transactions. All transactions in quoted securities are settled upon delivery using approved and recognised brokers.
The Fund's maximum credit risk exposure as of December 31, 2010 and 2009 is as follows:
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Balance with bank |
|
4,554,144 |
|
10,439,924 |
Investment at fair value through profit or loss |
|
|
|
|
- quoted debt securities |
|
6,919,892 |
|
7,628,451 |
Other assets |
|
33,374 |
|
69,421 |
|
|
|
|
|
|
|
11,507,410 |
|
18,137,796 |
The Fund's investment in quoted debt securities comprises of counterparties with high credit rating ranging from "AAA" to "A-" as at December 31, 2010 and 2009.
The Fund's financial assets are performing and are neither past due nor impaired.
12 RISK MANAGEMENT (continued)
(b) Market risk
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in market variables such as equity prices, profit rate and foreign exchange rate.
(i) Equity price risk
The Fund trades in financial instruments, to take advantage of short-term market movements. All investments present a risk of loss of capital. The Fund's investments are susceptible to equity price risk arising from uncertainties about future prices of the instruments. The Investment Manager moderates this risk through a careful selection of investments and other financial instruments within specified limits. The maximum risk resulting from financial instruments is determined by the fair value of the financial instruments. The Fund's overall market positions are monitored on a regular basis by the Investment Manager.
Equity price risk sensitivity
The below table demonstrates the sensitivity for equity investments that are based on indices:
Market Indices |
|
Change in |
|
Effect on equity and on |
||
|
|
equity price |
|
profit/(loss) for the year |
||
|
|
|
|
2010 |
|
2009 |
|
|
% |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
MSCI World Islamic |
|
+/- 10 |
|
- |
|
+/- 210,470 |
MSCI Emerging Markets Islamic |
|
+/- 10 |
|
+/- 173,835 |
|
+/- 154,776 |
MSCI USA Islamic |
|
+/- 10 |
|
+/- 262,322 |
|
- |
Others |
|
+/- 10 |
|
+/- 287,143 |
|
+/- 260,970 |
The equity price risk sensitivity for equity investments that are not based on indices is as follows:
A 10% increase in the net asset value of these investments in funds will increase the Fund's net profit by US$ 963,236 (2009: US$ 402,675), whilst all other variables held constant.
A decrease by 5% would result in an equal but opposite effect on net profit to the figures shown above, on the basis that all other variables remain constant.
This calculation is based on adjusting the fair values as at the year end. It is important to note that this form of sensitivity analysis is unrepresentative of the risks inherent in the financial instruments held by the Fund as the measure is a point-in-time calculation, reflecting positions as recorded at that date, which do not necessarily reflect the risk position held at any other time.
12 RISK MANAGEMENT (continued)
(b) Market risk (continued)
(ii) Profit rate risk
Profit rate risk arises from the possibility that changes in profit rates will affect future cash flows or the fair values of financial instruments.
The Fund is exposed to profit rate risk on the quoted debt investments at fair value through profit or loss.
The following table demonstrates the sensitivity of the statement of comprehensive income to reasonably possible changes in profit rates, with all other variables held constant:
2010 |
Increase/ |
|
Effect on |
|
decrease in basis points |
|
net profit for the year |
|
|
|
|
United States Dollars |
+100 |
|
69,199 |
|
-100 |
|
(69,199) |
2009 |
Increase/ |
|
Effect on |
|
decrease in basis points |
|
net profit for the year |
|
|
|
|
United States Dollars |
+100 |
|
76,285 |
|
-100 |
|
(76,285) |
(iii) Currency risk
Foreign currency risk is the risk that as certain assets of the Fund may be invested in securities and other investments denominated in foreign currencies (i.e. non base currency), the value of such assets may be affected favourably or unfavourably by fluctuations in currency rates.
The Fund's monetary assets and liabilities are denominated in the base currency, US Dollars, and therefore the Fund is not exposed to currency risk.
(c) Liquidity risk
Liquidity risk is the risk that the Fund will encounter difficulty in meeting financial obligations as they fall due. The Fund's quoted securities are considered readily realisable. The Investment Manager monitors the Fund's liquidity position on a daily basis, and a high allocation of cash is maintained within the Fund to ensure that liquidity risk is minimised. The Fund's constitution does not provide for the redemption of shares at the option of the shareholders and it is therefore not exposed to the liquidity risk of meeting shareholders' redemptions at any point in time.
The Fund has a capital commitment to two related party unquoted funds TFO Shari'ah Co-Investment Fund SPC ("SPECO"), and TFO Real Estate Co-Investment Program ("RECO"), both representing a portfolio of assets. The uncalled capital commitments as at the statement of financial position date amounted to US$ 0.5 million to SPECO and US$ 2.6 million to RECO (2009: US$ 0.05 million to SPECO and Nil to RECO). The capital call depends upon investment opportunities identified by the related party fund and is expected to be called within one year. The Fund's financial liabilities mature within six months from the statement of financial position date. The contractual maturities of financial liabilities based on undiscounted cash flows are the same as the amounts disclosed in note 11 since these financial liabilities do not carry any profit.
13 SEGMENT REPORTING
For management purposes, the Fund is organised into six operating segments as mentioned below. Each segment engages in separate business activities and the operating results are regularly reviewed by the Investment Manager and Board of Directors, for performance assessment purposes and to make decisions about resources allocated to each segment. The Investment Manager is responsible for allocating resources available to the Fund in accordance with the overall business strategies as set out in the revised Investment Policy of the Fund. The segments are as follows:
· Money market and cash (comprising of balance with bank)
· Public equity (comprising of investments in equity funds, publicly quoted equities, ETF tracking Islamic indices, etc.)
· Private equity (comprising of investments in private placements, investment in private equity funds, etc.)
· Islamic income and leasing (comprising of investments in Shari'ah compliant alternatives such as Sukuk, Musharakah, Ijarah etc.)
· Real estate (comprising of underlying investments in real estate)
· Alternative investments (comprising of investments in hedge funds, Shari'ah compliant wrapper instruments, etc.)
There have been no changes in reportable segments during the course of the year.
There has been one transaction in the 'Alternative investments' during the year. In addition, during the year the Fund committed US$ 8 million to the real estate segment.
Financial information about the remaining segments for the year ended December 31, 2010 and December 31, 2009 was as follows:
13 SEGMENT REPORTING (continued)
|
|
Year ended December 31, 2010 |
||||||||||||
|
|
Money |
|
|
|
|
|
Islamic |
|
|
|
|
|
|
|
|
market and |
|
Public |
|
Private |
|
income and |
|
Real |
|
Alternative |
|
Total |
|
|
cash |
|
equity |
|
equity |
|
leasing |
|
estate |
|
Investment |
|
|
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income from investments at fair value through profit or loss |
|
- |
|
807,685 |
|
146,987 |
|
545,511 |
|
(231,543) |
|
- |
|
1,268,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
4,554,144 |
|
7,233,004 |
|
4,538,205 |
|
6,919,892 |
|
4,094,159 |
|
1,000,000 |
|
28,339,404 |
|
|
Year ended December 31, 2009 |
||||||||||||
|
|
Money |
|
|
|
|
|
Islamic |
|
|
|
|
|
|
|
|
market and |
|
Public |
|
Private |
|
income and |
|
Real |
|
Alternative |
|
|
|
|
cash |
|
Equity |
|
Equity |
|
leasing |
|
estate |
|
Investment |
|
Total |
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from investments at fair value through profit or loss |
- |
|
1,330,461 |
|
232,808 |
|
342,408 |
|
- |
|
- |
|
1,905,677 |
|
Murabaha income |
|
55,626 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
55,626 |
Total income |
|
55,626 |
|
1,330,461 |
|
232,808 |
|
342,408 |
|
- |
|
- |
|
1,961,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009 Other information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
10,439,924 |
|
6,262,160 |
|
4,026,749 |
|
7,628,451 |
|
- |
|
- |
|
28,357,284 |
13 SEGMENT REPORTING (continued)
The following table analyses the segmental information of investments which form a majority of the total income:
|
|
|
|
Year ended December 31, 2010 |
||||||||
|
|
Money |
|
|
|
|
|
Islamic |
|
|
||
|
|
market and |
|
Public |
|
Private |
|
income and |
|
Real |
||
|
|
cash |
|
equity |
|
equity |
|
leasing |
|
estate |
||
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
||
|
|
|
|
|
|
|
|
|
|
|
||
Number of investments |
- |
|
4 |
|
1 |
|
3 |
|
1 |
|||
Total income |
- |
|
737,207 |
|
145,009 |
|
499,150 |
|
(231,543) |
|||
|
|
|
|
Year ended December 31, 2009 |
||||||||
|
|
Money |
|
|
|
|
|
Islamic |
|
|
||
|
|
market and |
|
Public |
|
Private |
|
income and |
|
Real |
||
|
|
cash |
|
equity |
|
Equity |
|
Leasing |
|
estate |
||
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
||
|
|
|
|
|
|
|
|
|
|
|
||
Number of investments |
- |
|
3 |
|
3 |
|
2 |
|
- |
|||
Total income |
- |
|
1,370,526 |
|
221,241 |
|
309,641 |
|
- |
|||
The Fund's other assets, total liabilities, total equity and expenses are not considered part of the performance of an individual segment.
During the year there were no revenues from transactions within other operating segments.
The following table analyses the Fund's total income per geographical location:
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Ireland |
|
426,569 |
|
1,032,860 |
Luxembourg |
|
381,114 |
|
365,329 |
Bahrain |
|
(2,656) |
|
102,476 |
Jersey |
|
188,487 |
|
(19,749) |
Malaysia |
|
148,887 |
|
29,322 |
Bermuda |
|
152,043 |
|
(21,604) |
United States |
|
(170,461) |
|
205,837 |
United Kingdom |
|
35,947 |
|
67,410 |
South Korea |
|
76,485 |
|
(40,439) |
Singapore |
|
- |
|
(12,102) |
Saudi Arabia |
|
- |
|
215,891 |
China |
|
(26,526) |
|
- |
Cayman Islands |
|
58,751 |
|
36,072 |
|
|
|
|
|
|
|
1,268,640 |
|
1,961,303 |
13 SEGMENT REPORTING (continued)
The following table provides a reconciliation between total segment assets and total assets:
|
|
2010 |
|
2009 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Segment assets |
|
28,339,404 |
|
28,357,284 |
Other assets |
|
102,209 |
|
153,150 |
|
|
|
|
|
|
|
28,441,613 |
|
28,510,434 |
14 CAPITAL MANAGEMENT
The primary objectives of the Fund's capital management procedures are to ensure that the Fund maintains liquidity in order to support its business and to maximise shareholders' value. The Fund manages its capital structure and makes adjustments to it in light of changes in business conditions and risk characteristics of its activities. No changes in structure were made during the year.
15 FAIR VALUES OF FINANCIAL INSTRUMENTS
Financial instruments comprise financial assets and financial liabilities. The fair values of all financial instruments are not materially different from their carrying values as of the statement of financial position date.
16 TAXES
There is currently no taxation imposed on income by the Government of the Cayman Islands. If any form of taxation were to be enacted, the Fund has been granted an exemption therefrom for a period of 20 years from March 18, 2008. The only tax payable by the Fund on its income is withholding tax applicable to certain investment income. As a result of the above, no tax liability or expense has been recorded in the financial statements.
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY
The Company's Investing Policy is as follows:
Investment objectives
The overriding principle
The Company's investment objective is to achieve long-term capital appreciation from a Shari'ah Compliant, diversified, investment portfolio characterised by a moderate level of risk. The Company operates under the overriding principle that all investments must be Shari'ah Compliant and that the Company's assets must be invested in accordance with the Shari'ah Screen. The Company's investment objectives have therefore been devised so as to provide investors with:
· a diversified pool of Shari'ah Compliant assets;
· consistent risk-adjusted returns over a market cycle via an active and diversified asset allocation programme;
· geographic diversification of investments, predominantly outside the GCC; and
· liquidity through trading of the Company's shares on AIM.
The portfolio of investments / assets
The Company seeks to invest its funds (through the Investment Manager) in Shari'ah Compliant economically-equivalent products for the majority of existing investment opportunities. The asset classes it may invest in are as follows:
Money market and cash
The Company may invest in assets under one or multiple Murabaha frameworks with different maturities and may hold cash from time to time.
Islamic income and leasing
The Company may invest in Shari'ah Compliant alternatives to income generating investments including:
· Sukuk;
· Ijarah;
· Musharakah;
· funds of various underlying structures holding a mix of the above assets; and/or
· a leasing portfolio with a strategic partner.
Equities
The Company may build a portfolio of equity investments and actively managed baskets of securities by investing through a diversified basket of index-linked investments and through funds or managed accounts with selected fund managers. The Company may, therefore, allocate capital to:
· equity funds;
· managed accounts with active investment managers investing within the Shari'ah Screen;
· publicly quoted equities;
· ETFs tracking Islamic indices or their sub-indices e.g. Dow Jones Islamic Market Indexes™; and/or
· ETFs tracking Shari'ah Compliant private equity investments.
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Investment objectives (continued)
Alternative investments
Upon satisfactory review by the SSB, the Company may invest in alternative investments and, in conjunction, may establish a variety of investment funds with specific mandates to satisfy this part of its investment objective. The Company may allocate capital to:
· Hedge Fund managers through managed accounts on a Shari'ah Compliant brokerage platform; and/or
· wrapper instruments that emulate conventional Hedge Fund returns in a Shari'ah Compliant manner.
Real Estate
The Company may invest in real estate including investments in:
· real estate funds; and/or
· a managed portfolio of direct properties in association with a selected partner or partners.
Private Equity
The Company may invest in private equity including investments in:
· private placements; and/or
· other private equity funds or co-investment opportunities (for example, the Co-Investment Fund).
Other
Alternative investments may also include currency and currency-linked products and investments driven by special situations and such other kinds of investment as the Investment Manager may determine from time to time acting through its Limited Discretion. The Investment Manager can also implement strategies through structured notes that are Shari'ah Compliant although it will not typically do so.
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Investment Strategies
The Investment Manager is, in accordance with and subject to its Limited Discretion, responsible for devising investment strategies to satisfy the Company's investment objectives.
Investment Manager methodology
The Investment Manager, on behalf of the Company, seeks to achieve diversification of the Company's asset portfolio by investing in multiple asset classes in different geographical areas and engaging multiple third party portfolio managers. The Investment Manager may also achieve diversification by using Tactical Tilts to capture shorter term movements in the prices of assets and devising underlying strategies individual to each asset class or investment rather than adopting a single strategy across the portfolio. In addition, the Investment Manager may:
· formulate strategic and tactical views on liquid asset classes, geographies or sectors to prudently exploit market opportunities;
· analyse the various liquid asset classes in order to construct an efficiently diversified portfolio;
· utilise the above views as inputs into the portfolio construction process; and
· analyse the performance of illiquid assets including (at least) annual performance against budgets and the basis on which the initial investment was made.
The Company's investments will be passive investments in that the Company, or the Investment Manager acting on its behalf, will not take an active role in the management or the board of directors of any such investment.
The implementation of the Investment Strategy
The Investment Manager will formulate its views based on the review of internal and external analysis that include, but are not limited to: top-down macro analysis, bottom-up analysis, sector reviews, fundamental and technical analysis, brokers' research material, third party managers' screening and reviews, conferences or events and thematic research.
The Investment Manager implements its views on the market through a mix of investment vehicles including direct investments in liquid markets (Sukuk, equities, ETFs), Fund of Funds (managed by the Investment Manager or by third parties) and pooling vehicles to generate economies of scale. On an ongoing basis, the Investment Manager will:
· utilise a top-down portfolio construction process starting with asset allocation and then filtering the asset allocations down to regions, countries and/or sectors;
· continually develop its views of the markets based on macroeconomic and micro components;
· challenge its market views internally and always compare them against external research; and
· aim to select and appoint the best managers (in relation to the specific economic climate and the desired risk, return and volatility requirement for that portion of the asset allocation).
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Asset allocation
The Company targets a degree of risk above that of a conservative diversified portfolio, but below that of a long-only equities portfolio. The Company seeks to invest its assets in accordance with the Investment Manager's investment philosophy which incorporates quantitative risk control and portfolio construction tools to manage the return expectations effectively against the level of volatility and maximum acceptable loss to the Company over the investment timeframe, being a full market cycle.
The Investment Manager utilises its professionals and its tools in order to manage a portfolio of investments that is designed to achieve diversification through asset allocation. The Investment Manager's approach seeks to avoid concentrating the Company's assets in a single asset class, in a unique investment, or in a specific geographical area because it believes that doing so increases the risks on any portfolio. Organised and structured asset allocation can provide an attractive means of balancing the risks of investing and this approach represents one of the key objectives of the Company.
The Investment Manager has devised its allocation between each major asset class to fit the Company's investment objectives, taking into account the risk/return balance and the level of volatility required and accepted.
The Investment Manager is required to work within the target range of allocation levels for each asset class as set out in the diagram below to enable it to have a greater degree of flexibility in managing the Company's assets.
The target asset allocation ranges are as follows:
|
Money Market & Cash
|
Islamic Income / leasing
|
Equity
|
Alternative Investments
|
Real Estate
|
Private Equity
|
Maximum
|
100%
|
40%
|
40%
|
20%
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30%
|
20%
|
Range
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5% - 100%
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0% - 40%
|
0%-40%
|
0% - 20%
|
0% - 30%
|
0% - 20%
|
|
LIQUID ASSET CLASSES
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ILLIQUID ASSET CLASSES
|
||||
MIN 50% - MAX 100%
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MIN 0% - MAX 50%
|
The Investment Manager may, at its Limited Discretion, allocate different proportions of the Company's NAV outside these ranges where it believes doing so will achieve the Company's investment objectives and is in the best interests of Shareholders or to take advantage of short-term opportunities. Such active movements outside of these ranges requires prior approval by the Board whereas involuntary or passive movements as a result of, for example, the increase or decrease in value of a particular asset class due to its performance would require ratification at the first quarterly Board meeting following the date the range is breached.
The Investment Manager will use its best efforts to diversify holdings within each selected asset class without limitation and to avoid concentrating the Company's assets with a single manager, in a single investment or in a specific geographical area because it believes that this strategy will decrease the risks on the portfolio.
There is no intention to invest more than 20% of the Company's gross assets with a single fund manager or in a single investment vehicle. However, as the Company deploys funds initially, or as it reallocates them as a consequence of a significant policy change in the future, it is possible that more than 20% of the gross assets could temporarily be with a single fund manager or in a single investment vehicle. The risk associated with this is spread as a result of the overall diversified investment portfolio as outlined in the Company's investment objectives and strategy above.
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Asset allocation (continued)
The Company would like to issue clarification of its Investing Policy insofar as there is no intention to invest more than 20% of the Company's gross assets with a single third party fund manager or in a single investment vehicle. Through the Investment Manager, the Company may allocate assets, without restriction, to Funds, Fund of Funds or other Investment Vehicles which are managed by the Investment Manager, these include, for example, TFO Shari'ah Co-Investment Fund SPC, the TFO Private Equity Co-Investment Fund and the TFO Real Estate Co-Investment Fund.
Investment Restrictions
Shari'ah Compliance
The Company operates under the overriding principle that all investments must be Shari'ah Compliant. The SSB determines whether investments are Shari'ah Compliant as far as the Company is concerned.
Shari'ah Screen and Shari'ah Compliance
The Company's policies, activities and investments must be in compliance with the principles and precepts of Shari'ah, as determined by the SSB, and must always be conducted under the supervision of the SSB. The SSB also provides certain guidelines to the Investment Manager by means of the Shari'ah Screen, enabling the Investment Manager to make certain restricted and specific investments without requiring the prior approval of the SSB.
Further, the SSB provides advice, guidance and opinions by way of fatwas in relation to the Company's investments. The SSB will review material documents and instruments relating to the investments undertaken by the Investment Manager.
Other Investment Restrictions
· Any variation to the Company's Investment Policy would require agreement by the Board under the supervision of the SSB and any material change would require Shareholder consent in accordance with the AIM Rules.
· The Company may not invest directly in derivatives, financial instruments and/or currencies other than for the purposes of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the underlying fund, but not for speculative targets).
· Any pre-existing investments made by the Investment Manager (or any of its affiliates) that are offered or recommended to the Company shall be subject to both an external valuation and specific pre-approval by the Board.
· The Company may not invest directly in physical commodities but may do so through Murabaha arrangements which can represent up to 100% of the Company's assets.
· The Investment Manager will not typically invest in structured notes or products unless such vehicles are Shari'ah Compliant and are, in the view of the Investment Manager, the most efficient way to participate in given underlying assets.
· There are no limits on the Company's level of leveraging.
· The Company is not a property collective investment undertaking, however the Company may seek to invest in property from time to time.
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
The nature of returns to Shareholders
The Company's absolute return orientated portfolio construction approach focuses on generating returns independently of any benchmark and not relative to any benchmark. The Company aims to generate superior returns to those of normal cash returns over a full economic and business cycle with the objective of delivering consistent risk-adjusted returns over a market cycle via a diversified asset allocation programme of passive investments.
Definitions
In this section, where the context permits, the expressions set out below shall bear the following meanings:
AIM |
the AIM market of the London Stock Exchange. |
AIM Rules |
together, and as amended from time to time, the AIM Rules for Companies and the AIM Rules for Nominated Advisers, governing admission to and the operation of AIM, as published by the London Stock Exchange. |
Board |
the Board of Directors for the time being of the Company. |
Co-Investment Fund |
TFO Shari'ah Co-Investment Fund SPC. |
Company or The Family Shari'ah Fund |
The Family Shari'ah Fund Limited, an exempted Cayman Islands incorporated closed-ended fund company with company number SH-206066. |
Depository |
Computershare Investor Services plc or such other persons from time to time appointed by the Board on behalf of the Company as its depository. |
Depository Interest or DI |
the dematerialised depository interests representing Ordinary Shares in uncertificated form issued to a holder on the terms of the DI Deed Poll. |
DI Deed Poll |
the trust deed poll dated 8 May 2008 under which the Depository issues DIs to holders representing an interest in the underlying Ordinary Shares and holds the corresponding Ordinary Shares as bare trustee for the DI Holders. |
DI Holders |
the holder of a DI issued pursuant to the DI Deed Poll. |
GCC |
the Gulf Cooperation Council, also known as The Cooperation Council for the Arab States of the Gulf (CCASG), a trade bloc comprising Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and UAE. |
Investment Manager |
TFO. |
Investment Management Agreement |
the investment management agreement between the Investment Manager and the Company dated 18 July 2008. |
Limited Discretion |
at the discretion of the Investment Manager, subject to compliance with, inter alia, the Shari'ah Screen and the restrictions outlined in the Investment Management Agreement and associated Schedules. |
London Stock Exchange |
London Stock Exchange plc. |
NAV |
the total assets of the Company less its total liabilities (including accrued but unpaid fees) as determined by guidelines laid down by the Board from time to time. |
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Definitions (continued)
Ordinary Shares or Shares |
ordinary shares with a par value of US $0.01 each in the capital of the Company. |
Shareholder |
a holder of any legal or beneficial interest, whether direct or indirect, in one or more Ordinary Shares including DI Holders. |
Shari'ah |
the divine Islamic "law" as revealed in (i) the Qur'an, which is the holy book of Islam, (ii) the Sunna, or binding authority of the dicta and decisions of the Prophet Mohammed (peace be upon him), (iii) ijma, or "consensus" of the community of Islamic scholars, and (iv) the qiyas, or analogical deductions and reasoning of the Islamic scholars with respect to the foregoing. |
Shari'ah Compliant or Shari'ah Compliance |
compliant with, or in compliance with, the principles and precepts of Shari'ah as determined by the SSB. |
Shari'ah Screen |
the specified guidelines developed and applied by the SSB in accordance with Shari'ah (as determined by the SSB) from time to time in connection with the activities and business of the Company including those applicable to individual structural elements of investment, acquisition, disposition, operating and financing transactions engaged in by the Company. |
SSB |
the Shari'ah Supervisory Board appointed by the Company to oversee its operations and ensure its compliance with Shari'ah precepts (as determined by the SSB). |
TFO |
The Family Office Company B.S.C.(Closed), a Bahrain closed-ended stock company incorporated in Bahrain on 19 May 2004 with company registration number 53871. TFO's commercial name is The Family Office and it is licensed by the Central Bank of Bahrain as an Investment Business Firm - Category 1. |
UAE |
the United Arab Emirates. |
US |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. |
US $ or USD |
US dollars. |
THE FAMILY SHARI'AH FUND LIMITED
INVESTING POLICY (continued)
Glossary
ETF |
exchange traded fund, a fund that tracks an index, a fund, a sector, a geography or a group of shares that is traded like a share on an open market. |
Fund of Funds |
an investment fund that uses an investment strategy of holding a portfolio of other investment funds rather than investing directly in securities. |
Hedge Fund |
a fund which is allowed to use aggressive strategies that may be unavailable to certain other funds, including selling short, leveraging, program trading, swaps, arbitrage, and derivatives. Hedge funds are generally highly speculative and are not, therefore, generally Shari'ah Compliant, unless tailored on specifically designed Islamic platforms. |
Ijarah |
an Islamic lease agreement. Ijarah allows the owner of the assets (often a bank) to earn profits by charging rentals on the asset leased to the customer. Ijarah-wa-iqtinah extends the concept of Ijarah to a hire and purchase agreement. |
Murabaha |
purchase and resale with a mark-up. The capital provider purchases the desired commodity at cost price from a third party and resells it at a predetermined higher price (which is the sum of the cost price and profit) to the capital user. |
Musharakah |
a partnership where profits are shared according to an agreed ratio whereas the losses are shared in proportion to the capital / investment of each partner. In a Musharakah, all partners to a business undertaking contribute funds and have the right, but not the obligation, to exercise executive powers in that project, which is similar to a conventional partnership structure and the holding of voting stock in a limited company. |
Private equity |
equity which is not traded on a public market. |
Shari'ah Compliant Hedge Fund |
a Hedge Fund which is allowed to use aggressive (Shari'ah Compliant) strategies that may be unavailable to certain other funds and invests in Shari'ah Compliant underlying assets. |
Sukuk |
certificates which represent proportionate undivided beneficial ownership rights in the underlying asset. There are several types of Sukuk. The more common Sukuk is the "Sukuk Ijarah". The asset will be leased to the client to yield the return on the investment. |
UCITS |
Undertakings for Collective Investment in Transferable Securities - the name given by the EU to pan-European investment funds which comply with the UCITS Directive. |
Tactical Tilts |
short-term investments or sets of investments grouped in a particular strategy and deployed so as to take advantage of a particular market situation or environment. |