download WA Blue Gum Project Product Disclosure Statement 2013

This section contains a summary of various provisions of the Constitution and other principal agreements. All Growersare entitled to obtain a copy of the Constitution free of charge from the registered office of the Responsible Entity.Growers should not rely on this summary but should refer to the documents themselves.Please note that all defined terms in the body of this PDS are defined in Section 11 (glossary of terms) except those thatappear in this Section 9. The defined terms that appear in this section are defined by reference to the particularagreement. Copies of the agreements are available for inspection at the registered office of the Responsible Entityduring normal business hours.9.1 Summary of Constitution(a)(b)(c)(d)(e)Establishment Of The ProjectThe Constitution is the document under whichthe Project is established and is registered withASIC.PartiesThe parties to the Constitution are theResponsible Entity and each Grower. Bysigning the Application Form attached to thisProduct Disclosure Statement, the Applicantwill be agreeing to be bound by the terms of theConstitution as if the Applicant had signed thedocument.Application MoneysIn order to acquire an Interest in the Project, anApplicant must pay to the Custodian theApplication Moneys specified in theConstitution.The Responsible Entity will maintain an accountwith a bank or other financial institution intowhich all Application Moneys will be deposited("the Application Fund"). The Custodian willdisburse the funds in the Application Fund forEstablishment of the Plantation Allotments.Project PropertyThe Responsible Entity will hold all ProjectProperty for the Growers for the term of theProject.Distributions of Income(i)All income and other proceeds due to theGrowers will be payable to theResponsible Entity and deposited into aProceeds Fund. As soon as convenientafter receipt of payment of any moniesinto the Proceeds Account, theResponsible Entity will distribute suchHarvest Income as follows:(A)first, the Project Manager will be paidby each grower by way ofreimbursement for all costs,expenses and outgoings properlyincurred in carrying out theharvesting of the timber on thePlantation Allotments;(f)(g)(h)(ii)(B)(C)Fees etcsecondly, the Project Manager willbe entitled to be paid by eachGrower any amounts specified aspayable to the Project Managerpursuant to the Project Agreements;subject to Clause 8 of theConstitution, the balance will bedistributed pro rata to the Growers inrespect of whose PlantationAllotments the Harvest Income wasderived. In the case of JointGrowers the balance will bedistributed among them in equalshares.Notwithstanding (i) above, theResponsible Entity will be entitled todeduct from the Harvest Income to bedistributed to Growers any amounts owingto the Project Manager in respect of fees,rental and other expenses.Under the Project Agreements, the ProjectManager will be entitled to receive the followingamounts:(i)(ii)(iii)(iv)all tending fees and rent payable by theGrowers;any incentive fee which becomes payable;any other amounts due (e.g. credit cardfees);all payments authorised by a meeting ofGrowers to meet unforeseen expenses inrelation to fertiliser and/or insect issues.Register of GrowersThe Responsible Entity will maintain a registerof Growers containing the names andaddresses of the Growers, a description of thePlantation Allotments leased by each Grower,the date when each Grower was entered in theRegister, the date on which the person ceasedto be a Grower and if applicable, that they areJoint Growers.Assignment of InterestSubject to the terms of the Project Agreements,each Grower may assign its rights andprivileges under the Constitution. Eachassignment must be in writing and in a form