ROI Capital is a Canadian investment firm that specializes in commercial mortgages and private real estate.
Established in 2002, ROI Capital manages more than $1.3 billion* across 10 funds.
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2As of previous trading day close
3Please see the full disclaimer
The target annual distribution is the implied cash flow yield based upon an assumed net asset value per unit of $10.00 and the targeted monthly distributions set out in the relevant fund's prospectus dated November 29, 2012. There is no assurance that the targeted monthly distributions will be made. The amount of distributions may fluctuate from month to month and there can be no assurance that a fund will make a distribution in any particular month. Return On Innovation Advisors Ltd., as manager of the funds, may increase or decrease the monthly distribution or discontinue the monthly distribution for a fund at any time without any notice and in any single instance.
Current yield based on previous closing market price and the annualized target distribution.
ROI Canadian High Income Mortgage Fund (RIH.UN), ROI Canadian Mortgage Income Fund (RIL.UN), and ROI Canadian Real Estate Fund (RIR.UN) (the “Funds”) each use a derivative contract known as a forward purchase agreement. The maturity dates of the forward purchase agreements are January 16, 2017, November 1, 2013, and March 25, 2014 respectively. On March 21, 2013, the Federal Minister of Finance announced measures that would affect character conversion transactions where a derivative contract, such as a forward purchase agreement, is used to convert ordinary income into capital gains. The Funds will no longer be permitted to use forward purchase agreements with a term longer than 180 days and that are entered into or amended after March 20, 2013. This will result in ordinary income treatment for the derivative-based return once the forward purchase agreement matures.
The target annual dividend is the implied cash flow yield based upon an assumed net asset value per share of $100.00 and the targeted monthly dividends set out in the ROI Private Commercial Mortgage Investment Corporation’s (“ROI Private Commercial MIC”) offering memorandum. There is no assurance that the targeted monthly dividends will be paid. The amount of dividends may fluctuate from month to month and there can be no assurance that a fund will pay a dividend in any particular month. Return On Innovation Advisors Ltd. (“ROI Advisors Ltd.”), as Manager, may increase or decrease the monthly dividend or discontinue the monthly dividend for a fund at any time without any notice and in any single instance. Commissions, trailing commissions, management fees, and expenses all may be associated with the ROI Private Commercial MIC. Please read the offering memorandum and financial statements before investing. The ROI Private Commercial MIC is not suitable for all investors and is not guaranteed; its value changes frequently and is subject to risk and uncertainties. Past performance may not be repeated. The ROI Private Commercial MIC is an exempt market security. Investing in exempt securities may constrain an investor’s ability to sell for a specific period of time. The process by which the investments of the fund are valued is fair and reasonable. There is no published market to value these investments; the valuation process mayhave uncertainties. The shares of ROI Private Commercial MIC are available only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such shares. Nothing contained herein shall constitute, or shall be deemed to constitute, investment advice or a recommendation to buy or sell a specific security, by ROI Private Commercial MIC or its manager, ROI Advisors Ltd. Prepared by ROI Advisors Ltd.
Compliance Update from ROI Management Ltd. and ROI Advisors Ltd.
As a result of a recent normal course field audit, the Ontario Securities Commission ("OSC") has placed certain terms and conditions on Return On Innovation Management and Return On Innovation Advisors (collectively "ROI") regarding financial reporting and compliance.
During the field audit, it was identified that ROI did not adequately calculate their excess working capital. This matter was addressed immediately by ROI and the concern was resolved. ROI is required to submit their working capital calculations to the OSC on a monthly basis for a minimum period of 6 months.
In addition, ROI is required to retain an independent compliance consultant. ROI has now retained the services of the compliance consulting group with PricewaterhouseCoopers LLP to develop and help implement a more robust compliance program. The compliance consultant is required to provide periodic reporting to the OSC on ROI's progress.
ROI is committed to working with the them in order to enhance its compliance program to fulfill its responsibilities and discharge its obligations under securities law.
IRC:
Independent Review Committee
The Independent Review Committee (IRC) oversees all matters involving conflicts, whether real or perceived, between ROI Capital, its funds and their clients. The IRC is responsible for carrying out the mandate prescribed in National Instrument 81-107 ("NI 81-107") by the Canadian securities regulators for independent review committees of publicly offered investment funds.
IRC 2011 Report to Unitholders
Return On Innovation Advisors Ltd.
Terms of Use for Website
1. General
These terms and conditions of use (the "Terms of Use") apply to the websites located at www.roicapital.ca and www.roifund.com and all corresponding web pages and websites associated with the foregoing URLs (collectively, this "Site") and to all products, services, information, materials, content, applications, features and functionality offered through this Site, including, without limitation advisor account access and related content and services (collectively, the "Site Services").
The Terms of Use apply to all users of this Site ("user", "you" or "your") and by using this site you (i) understand, acknowledge and agree to comply with the Terms of Use existing at the time of such access and any additional terms and conditions that may be provided in connection with your use of, or access to, this Site; and (ii) represent and covenant that your use of this Site does not violate any applicable law, rule or regulation and you shall comply with these Terms of Use. Please read these Terms of Use carefully each time you access this Site. If you do not agree to and accept these Terms of Use, you are not authorized to use this Site, and you must exit this Site. This Site is made available to you by Return On Innovation Advisors Ltd. ("ROI"). References to "ROI", "we", "us" and "our" all refer to ROI.
2. Information Contained on this Site
The information posted on this Site does not constitute a solicitation or offer by ROI to buy or sell products or services of any kind whatsoever including without limitation securities or any other financial instrument of any of the funds managed by ROI or listed on this Site (collectively, the "ROI Funds") or of any other issuer.
The information and materials on this Site (the "Site Material") are posted for informational purposes only. The Site Material is not intended as investment, financial, legal, accounting, tax or other advice and should not be relied upon in that regard. The Site Material is meant to be reviewed in its entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices.
All information herein with respect to the ROI Funds is qualified in its entirety by the more detailed information contained in each ROI Fund's disclosure document, including their respective prospectus or offering memorandum and, in the case of the ROI Funds which are reporting issuers, by the information available under the profile of such ROI Fund on SEDAR at www.sedar.com. Each potential investor should read the disclosure document in its entirety and should carefully consider the risk warnings and disclosures set out therein before making an investment decision. Investment funds are not covered by the Canada Deposit Insurance Corporation or by any other government deposit insurer. There is no guarantee that an investment in any of the ROI Funds will earn any positive return in the short or long term nor is there any guarantee that such funds' investment objectives will be achieved or that the net asset value per unit or, if applicable, market price of the units, will appreciate or be preserved.
ROI updates the Site Materials regularly. However, the Site Materials are not intended to be a comprehensive review of all matters and developments concerning ROI or any of the ROI Funds and ROI does not guarantee the accuracy, currency or completeness of the Site Materials and assumes no responsibility in this regard.
3. Foreign Investors
ROI products and services are only offered in jurisdictions where they may be lawfully offered for sale. Prospective investors who are not resident in Canada should consult with their advisor to determine if the ROI Funds may be lawfully sold in their jurisdiction. Many of the products described on this Site are qualified for sale only to residents of Canada through registered investment advisors.
4. Forward-looking information
Certain statements included on this Site constitute forward-looking statements, including, but not limited to, those identified by the expressions "expect", "intend", "believe", "should", "may" and similar expressions to the extent they relate to the ROI investment funds. The forward-looking statements are not historical facts but reflect ROI's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although when making a forward-looking statement, ROI believes that the assumptions inherent in this statement are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. Such statements are intended to provide useful information with respect to the future operation and financial performance of ROI or certain ROI Funds, and users are cautioned that the information may not be appropriate for other purposes. ROI undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
5. Third-Party Websites or Links
This Site may provide links to external websites which are provided as a convenience. ROI does not monitor content on third-party websites, nor does it endorse any opinions or information situated on these websites or the organizations which own such sites. Use of any website links provided as a reference or internet resource on this Site is at your own risk and is subject to the terms of use of those websites, ROI will not be held responsible for your use of such links or the websites they link to. Links to other websites are provided as a reference to help you identify and locate other internet resources that may be of interest. These other websites are independently developed by other parties and we do not assume responsibility for the accuracy, completeness, timeliness or appropriateness of the information contained. The existence of a link to or from any organization's website to this Site does not imply that we endorse the activities or views of that organization or content of such organization's website.
6. Modification
We may revise these Terms of Use from time to time and without notice the revised Terms of Use will take effect as of the date of posting. The Site Materials are subject to change and periodic revision at any time without notice. Continued access or use of this Site following the posted changes will mean that you agree to any changes.
7. Proprietary Rights
All copyrights, design rights, trademarks and other proprietary rights within this Site ("Rights") are the property of their respective owners. Express written consent must be granted from the owner of any Rights before such Rights can be used by the user for any purpose. Your use of any such property is at your own risk.
8. Limitation of Liability and Indemnity
THIS SITE, ALL SITE SERVICES AND ALL SITE MATERIALS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THIS SITE WILL BE AVAILABLE FOR USE, THAT ALL PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED, THAT NO VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE TRANSMITTED FROM THIS SITE OR THAT NO DAMAGE WILL OCCUR TO YOUR COMPUTER SYSTEM IN CONNECTION WITH YOUR ACCESS AND USE OF THIS SITE. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT AND TO TAKE REASONABLE AND APPROPRIATE PRECAUTIONS TO SCAN FOR VIRUSES OR OTHER DESTRUCTIVE PROPERTIES. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THIS SITE, ALL SITE SERVICES AND ALL SITE MATERIALS ARE HEREBY DISCLAIMED.
You agree to defend, indemnify and hold ROI, the ROI Funds and their respective partners, members, contributors, organizers, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers and operational service providers (collectively, the "ROI Indemnitees") harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees), arising in any way out of or in connection with (a) your use of this Site or (b) your breach or violation these Terms of Use. ROI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ROI AND THE ROI INDEMNITEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM THIS SITE, THE SITE MATERIAL, THE SITE SERVICES, THE USE OF THIS SITE OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.
9. User Information
Any personally identifiable information you transmit or upload to this Site will be treated by ROI in accordance with its Privacy Policy.
10. Terms of Business Proposal Submission
To the extent you submit anything to ROI through this Site, you agree that: (1) your submissions and their contents will automatically become the property of ROI, without any compensation to you; (2) ROI may use, modify or redistribute the submissions and their contents for any purpose and in any way; (3) there is no obligation for ROI to review the submission; and (4) there is no obligation to keep any submissions confidential (except to the extent that they contain personally identifiable information per section 9).
11. Termination
We may terminate your use of this Site for any reason, in our sole discretion, with or without notice to you. You also agree that we may modify or discontinue this Site, with or without notice to you, and that we will not be liable to you or any third party as a result of such modification or discontinuation. The provisions of these Terms of Use and the Privacy Policy, including, without limitation, all disclaimers of warranties and limitations of liability listed herein shall survive any such termination.
12. General
These Terms of Use set forth the entire understanding and agreement between us and you with respect to your use of this Site. These Terms of Use and your use of this Site is governed by, construed and enforced in accordance with the laws of the province of Ontario, and the laws of Canada applicable therein. The parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario located in the City of Toronto.
These Terms of Use, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by ROI without restriction and without notice to you.
This Site may be used only by persons who can form legally binding contracts under applicable law. This Site may not be used by persons in jurisdictions where access to or use of this website or any part of it may be illegal or prohibited.
Our waiver of a breach of any provision of these Terms of Use shall not operate to be interpreted as a waiver of any other or subsequent breach. If any provision of these Terms of Use is determined by a court of competent jurisdiction to be prohibited or unenforceable, such provision shall be ineffective to the extent of such prohibition or unenforceability and the remaining provisions shall continue in full force and effect.
ROI CAPITAL'S PRIVACY CODE:
ROI Capital ("ROI") is committed to protecting the privacy and confidentiality of information which is gathered from our clients from time to time. This commitment by us and by each of our employees to clients has always been fundamental to our business.
The Personal Information Protection and Electronic Documents Act ("PIPEDA") regulates the way private sector organizations collect, use and disclose personal information. As ROI collects uses and/or discloses personal information from clients other than information that is publicly available in the course of its commercial activities, it must comply with PIPEDA.
ROI recognizes the importance of privacy and recognizes the sensitivity of personal information received by it in the conduct of its business.
The Need for Personal Information
ROI collects Personal Information from clients to meet certain regulatory requirements, tax reporting requirements and to ensure that transfer agent and registrar services are adequately being fulfilled. This information will necessarily include personal information about clients and, in certain cases, about individuals other than clients (e.g. information on person with trading authority). From time to time, ROI may be required to collect information from a third party. The executor of an estate is an example of a third party who may provide information about a client to ROI. Examples of Personal Information collected by ROI include but are not limited to:
- Name, mailing address and phone number;
- Social Insurance Number;
- Date of birth date;
- Name and address of a beneficiary.
Other types of information ROI may collect and hold depends on the investment or services a client requests. For example, where a client has established a pre-authorized chequing plan or systematic withdrawal plan on a "client name" account, ROI will hold a client's financial institution account number.
Collection, Use and Disclosure of Personal Information
Where practical, ROI will try to collect personal information through the financial advisor or dealer to whom the information pertains. ROI will collect only the personal information necessary for the purposes stated above under "The Need for Personal Information".
Where necessary to fulfill regulatory obligations, ROI may collect personal information about individuals other than clients in accordance with the provisions of PIPEDA. For investors transacting in the ROI Pooled Funds, the Subscription Agreement contains the necessary language with respect to consent. When ROI collects personal information about individuals directly from them, except in situations when their consent to the collection is deemed, ROI will advise them of the purpose for which the information is collected.
Obtaining consent from the individual after disclosure of the purpose, for which the personal information is collected, used and disclosed, is a key element of PIPEDA. However, this obligation is not absolute. PIPEDA also permits ROI to collect, use or disclose personal information about an individual in some circumstances without the individual's consent. Such circumstances include (but are not limited) to where:
- The collection, use or disclosure is clearly in the interests of the individual and consent cannot be obtained in a timely way;
- Collection, use, or disclosure is reasonable for the purposes of an investigation or proceeding;
- The personal information is available to the public from a prescribed source; or
- The collection, use, or disclosure is required or authorized by a Federal or Provincial statute or regulation.
When ROI collects, uses or discloses personal information, it will make reasonable efforts to ensure that the information is accurate, complete and up to date.
Security of Personal Information
Client information must be protected by security safeguards appropriate to the sensitivity of the information. The security safeguards protect client information against loss or theft, as well as unauthorized access, disclosure, copying, use, or modification. ROI requires that all confidential information be maintained in their designated secured areas or electronic databases.
Access to Personal Information
Access to your information will be limited to:
- ROI employees and representatives and their delegates, in the performance of their duties for ROI;
- ROI employees and affiliate employees when resolving your concerns about any related product offerings;
- Fund companies or other issuers of investments named in any forms completed for your benefit;
- Service providers used by ROI, in the performance of their duties for ROI;
- Those to whom you gave permission;
- Those authorized by law.
Requests for Access to Personal Information
All clients have a right to access specific information about policies and procedures relating to the management of client information.
Upon request, a client shall be informed of the existence, use, and disclosure of his or her personal information and shall be given access to that information. A client is able to challenge the accuracy and completeness of the information collected and have it amended as appropriate.
An individual may also submit a written request to correct errors or omissions in their personal information. When provided with a written request, ROI will:
- Correct the personal information and, if reasonable to do so, send correction notifications to any other organizations to whom the information is disclosed; or
- Decide not to correct the personal information but annotate the personal information that a correction was requested but not made.
Contacting or Communicating with ROI
If clients have any questions with respect to policies concerning the handling of their personal information, or if they wish to request access to, or correction of their personal information, they may contact ROI's Privacy Officer as follows:
ROI Capital
Attn: Gil Garbus Jr., Chief Compliance Officer
37 Front Street East, 4th Floor
Toronto, Ontario M5E 1B3
Phone: 416-361-6162
Fax: 416-361-3013
Email: ggarbus@roicapital.ca
Accredited Investor
The ROI Private Commercial Mortgage Investment Corporation is not publicly offered. It is only available under prospectus and other exemptions to investors who meet certain eligibility or minimum purchase requirements. Shares are offered to investors who are (i) accredited investors, under applicable securities legislation, (ii) non-accredited who invest a minimum of $150,000 in the Company or (iii) investors to whom Shares may otherwise be sold pursuant to a prospectus exemption in accordance with applicable law.
1) If the Investor is purchasing Shares under the Minimum Amount Exemption, the Investor is purchasing as principal a sufficient number of Shares so that the aggregate acquisition cost to the Investor will not be less than $150,000; or
2) If the Investor is purchasing Shares under the Accredited Investor Exemption, the Investor is purchasing as principal and has status as an “accredited investor” as defined in section 1.1 of NI 45-106 as one of the following:
(A) A Canadian financial institution, or a Schedule III bank,
(B) The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or
(C) A subsidiary of any person referred to in paragraphs (A) or (B), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
(D) A person registered under the securities legislation of a jurisdiction of Canada as an advisor or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
(E) An individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (D),
(F) The Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
(G) A municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
(H) Any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
(I) A pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,
(J) An individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
(K) An individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
(L) An individual who, either alone or with a spouse, has net assets of at least $5,000,000,
(M) A person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
(N) An investment fund that distributes or has distributed its securities only to
(i) A person that is or was an accredited investor at the time of the distribution,
(ii) A person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or
(iii) A person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment].
(O) An investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
(P) A trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
(Q) A person acting on behalf of a fully managed account managed by that person, if that person
(i) Is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
(ii) In Ontario, is purchasing a security that is not a security of an investment fund.
(R) A registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility advisor or an advisor registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
(S) An entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (A) to (D) or paragraph (I) in form and function,
(T) A person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
(U) An investment fund that is advised by a person registered as an advisor or a person that is exempt from registration as an advisor, or
(V) A person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.