Gresham House Forest Fund I LP

GRESHAM HOUSE FOREST FUND I LP

Memorandum to Limited Partners

Proposals for Fund Amalgamation

[TBC] June 2026

Before making any decision in relation to the Fund amalgamation, Limited Partners should read and consider the following document in full:

Memorandum to Limited Partners [insert link to memo]

Gresham House Asset Management (GHAM), the Manager, is recommending the merger of three Gresham House forestry funds (FFI, Sustainable Timber & Energy LP (STELP), and Timberland LP (TLP) – together the Funds) by way of a series of steps concluding with the amalgamation of the STELP and TLP assets into FFI.

In summary:

  1. To implement this process the Manager is proposing to offer Limited Partners in STELP and TLP the opportunity to transfer their holdings into FFI and for the corresponding value of assets from those Funds to then be transferred into FFI.
  2. The Manager is proposing that FFI as the amalgamated Fund will commence a new 10-year initial term, with continuation votes for five-year extensions at years 10, 15, and 20, thereby resetting the duration for a long-term horizon (with a final termination date in November 2051).
  3. The Manager is proposing that the recurring Gresham House annual management fee in the amalgamated Fund would be less than the current weighted average fee across the three Funds (a reduction from 0.62% to 0.60%). The Manager is also proposing to reduce the transactional fees, which will further benefit Limited Partners.
  4. As part of the amalgamation process the Manager is proposing to offer Limited Partners the opportunity to either add to their holding in FFI, or request a disposal of part or all of their holding. The Manager will seek to arrange additional liquidity for any request which exceeds inbound funds available from existing Limited Partners, from the sale of assets up to 10% of total FFI Net Asset Value (NAV), and if necessary, from a new largescale institutional Limited Partner.

GHAM, as Manager of the LP, recommends voting in favour of the Fund amalgamation.

Please see the following documents relating to Gresham House Forest Fund I LP:

  • Information Memorandum dated XX June 2026 [insert link]
  • Amended Limited Partnership Agreement (LPA), with redline changes [insert link]

A meeting of Limited Partners is called for Thursday 30 July 2026 at Shoosmiths, 1 Bow Churchyard, London, EC4M 9DQ to vote on the Fund amalgamation. This will be held in person, with the option of joining online. Notice of the Meeting and the Resolution to be voted on can be found below, together with a Proxy Form.

Limited Partners are able to vote by post, or digitally using the online platform. Limited Partners may vote themselves on or before 30 July 2026 or may instruct the General Partner as proxy to vote on their behalf. Under the terms of the LPA, the approval of Limited Partners representing 75% by value of the Capital Contributions of the Limited Partners voting on the Resolution, in person or by proxy, is required to pass the Resolution. Separate votes are also being held in STELP and TLP.

Additionally, General Partner consent is required for the passing of the Resolution. FIM Forest Funds General Partner Limited, as the General Partner of the LP, has provided its written consent to the passing of the Resolution.

 

Resolution : That the Fund amalgamation will be implemented and the Partnership will adopt the Proposed Amended and Restated LPA.

Request for liquidity (sale): If Yes to the Resolution, would you like to request liquidity using the process described in in Section [ TBC] of the Memorandum (please specify number of shares in the box).

Request for liquidity (purchase): If Yes to the Resolution, would you like to add to your holding using the process described in Section [TBC] of the Memorandum (please specify number of shares in the box).

 

PRINTABLE VOTING FORM [Insert Link]

ONLINE VOTING FORM

 

This Form must be signed and returned by close of business on 23 July 2026, by either

  1. being attached to an email and forwarded to admin@greshamhouse.com
  2. by post to Gresham House Asset Management, 1 Des Roches Square, Witney, OX28 4BE
  3. via the online Form

If you plan to attend the Meeting in person, please contact Gresham House Asset Management on either 01451 844655 or admin@greshamhouse.com

If you would like to attend the Meeting virtually, please register here: [insert registration link]