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 Venture Portfolio

Venture Investments as at November 1, 2005


Name and
Address of
Issuer
Nature of Principal
Business
Number of Shares or Par
Value
Type & Percentage of Securities of any Class Owned by the Fund
Percentage of Value
of Fund’s Assets Invested as at November 1, 2005
Biofuel Energy
Solutions, Inc.
(BESI)

352 Queenstown Street, St. Catherines ON, L2P 2X4
Serves energy intensive customers who want to manage their energy cost by reducing their use of fossil fuels through the on-site generation and efficient use of biofuel
49
Preference Shares 100%
(Represents 49% of
common shares on
conversion)

$1.6 million debenture (100%)
6.3%
St. Leon Wind
Energy GP, Inc.

2845 Bristol Circle, Oakville ON, L6H7H7

Corporation established to develop, construct and then operate a 99MW wind energy project
$1.6m
Debt Only
6.3%
W. S. Nicholls
Construction, Inc.

48 Cowansview Road
Cambridge, Ontario N1R 7N3

Constructs and/or leases energy assets to energy producers and consumers

$1.6m
Debt Only
6.3%
High Park Hydro Inc.
263 Roncesvalles Ave. Toronto, Ontario M6R 2L9
Consults to large energy producers on issues of government policy
49

Preference Shares 100% (Represents 49% of common shares on conversion)

Debentures totalling $1.6 million

6.3%

Twin Falls LP
3133 Greenfield Road, RR#1 Ayr, Ontario N0B 1E0

Owns and operates a 5.0 MW hydroelectric generating station
$2.15m
Debt Only
8.4%
398923 Canada Inc.
1220 Shouldice Side Road, RR#4, Cambridge, Ontario N1R 5S5

Corporation established to develop, construct and then operate hydroelectric projects

49
Debentures totalling $1.6 million
6.3%
BIOX Corporation
125 Lakeshore Road East Oakville, Ontario L6J 1H3
Produces Bio-diesel
$2.5m
Debt Only
9.8%
AirSource Power Fund II LP
199 Bay Street, Suite 2300, Toronto, Ontario
M5L 1A9
Corporation established to develop, construct and then operate a 90MW wind energy project
$910,000
Debt Only
3.6%


The Algonquin Power Venture Fund aims to provide investors with potential for predictable yield and long-term capital appreciation by investing in a diverse group of small and medium-size Canadian businesses primarily engaged in electric power generation, distribution and infrastructure.

Currently, there are approximately 120 facilities owned and operated by independent power producers in Ontario. Independent power projects generate electricity using a variety of technologies, including small hydroelectric facilities, solar and wind powered generating stations, landfill gas and wood waste powered facilities and natural gas powered cogeneration plants. While some independent power projects are based on emerging technologies, most independent power projects are constructed using proven technology, such as hydroelectric or natural gas combustion turbines.

In addition, most independent power projects have less than $50 million in assets and 500 employees so they naturally fit the eligible business criteria for labour sponsored investment funds. As a result, the manager has qualified the Algonquin Power Venture Fund as a labour sponsored investment fund. The manager believes, that the 30% tax credit available to retail investors as a result of the Algonquin Power Venture Fund being a qualified labour sponsored investment fund results in the investment opportunity being even more appealing.

The investment strategy for the Algonquin Power Venture Fund has three key components: (1) a risk reduction strategy, (2) a return enhancement strategy and (3) a predictable exit strategy. These strategies are:

Risk Reduction Strategy

  1. Harness the stability of the electric power generation, distribution and infrastructure industry (low risk investment class);
  2. Focus on companies that utilize low risk electric power generation equipment;
  3. Invest in business models that base their financial forecasts on reliable long term revenue from electricity sales; and
  4. Utilize Ontario’s generation capacity shortage to benefit investors in Algonquin Power Venture Fund.

Return Enhancement Strategy

  1. Qualify Algonquin Power Venture Fund as a LSIF so investors can take advantage of 30% tax credit;
  2. Ensure investment is RRSP eligible to maximize tax advantages available to investors; and
  3. Rely on proven management that is active in the power generation, distribution and infrastructure industry to recommend and approve investments.

Exit Strategy

  1. In general, the investment guidelines governing investment by Algonquin Power Income Fund focus on acquiring operating independent power. Accordingly, opportunity exists for the Algonquin Power Venture Fund to sell to Algonquin Power Income Fund its interest in certain power and infrastructure projects which meet the Algonquin Power Income Fund investment guidelines after the successful completion of such projects; such transfer would be subject to approval of the trustees of Algonquin Power Income Fund and the Board and would be completed on the basis of the fair market value of such project interests.
  2. Several consolidators in the independent power industry would be interested in acquiring independent power projects with an established yield.


The Fund will consider a number of factors when making investment decisions.

Investment Structure: The Fund will, to the best of its ability, structure investments to meet the needs of the companies in which it is investing, while protecting its capital, and allowing for the greatest appreciation in value and achieving liquidity in a reasonable time frame (typically five to eight years).

Investment Diversification: The Fund will seek to diversify its portfolio by investing in businesses and projects at different developmental stages.

Size of Investment: The size of an investment will depend in part on the size of the Fund and the financial requirements of the business or project in which the investment is made. Generally, investments will range between $500,000 and the lesser of 10% of the outstanding equity capital of the Fund and $15 million. The Fund’s investment may form part of a larger investment made with other investors. See also “Co Investing”.

Co Investing: Participation with other investors in attractive investments will increase the Fund’s investment opportunities and enable the Fund to share the risks. In addition, this will leverage the Fund’s investments, thereby enabling the Fund to invest in a greater number of eligible power businesses and to further diversify its portfolio.





"The stability of the electric power generation, distribution and infrastructure industry will be our most important risk reduction tool."

Jeffery Norman
President


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Algonquin Power Venture Fund, 2845 Bristol Circle, Oakville, ON Canada, L6H 7H7
Tel: 905.465.4500 Toll Free 1.866.799.3081 Fax: 905. 465.4514 Email: APVF@AlgonquinPowerVentureFund.com