Private Matters Today - Fall 2018 by Private Matters Today Inc.

ISSUE 10 . FALL 2018

CANADAâ&#x20AC;&#x2122;S LEADING SOURCE FOR ALTERNATIVE LENDING AND INVESTING INFORMATION

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MONTHLY RECURRING REVENUE MODEL PAGE 08

INVESTING IN TECHNOLOGY PAGE 10

LAUNCH YOUR OWN INVESTMENT FUND PAGE 18

YES I CAN NURSERY SCHOOL NEEDS YOUR HELP!

YES I CAN HAS BEEN SERVING PRESCHOOLERS, MANY WITH AUTISM, IN TORONTO FOR 27 YEARS. We are working with a new government and are very hopeful that we will have the funding reinstated. Will you please help us keep our one of a kind, intervention programs running while we work with the new government.

WE ARE A NOT-FOR-PROFIT REGISTERED CHARITY

AFTER 9 YEARS THE ONTARIO GOVERNMENT TERMINATED OUR MUCH NEEDED AUTISM FUNDING WITH NO EXPLANATION. DONATIONS TO SUPPORT THE AUTISM PROGRAMS ARE GREATLY NEEDED. TAX RECEIPTS GRATEFULLY PROVIDED.

Please visit our website at www.yesicannurseryschool.com and click on the donate button. 3335 Yonge Street, Toronto Ontario, M4N 2M1 25 Old York Mills Road, Toronto Ontario, M2P 1B5

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THE MARKET OPPORTUNITY The Canadian Smart Home market constitutes the sale of networked devices and related services that enable home automation for private end users (B2C).

9.8% Canadian Market Penetration [1]

24.0% $1.95B Projected Industry Annual Growth Rate [1]

A RECURRING MONTHLY REVENUE MONTHLY BUSINESS YOU CAN DISTRIBUTIONS UNDERSTAND.

Canadian Market Volume by 2022 [1]

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info@intelifecapital.com · 10220 156 St NW #201, Edmonton, AB, T5P 2R1 · 1.866.466.7324 · www.intelifecapital.com [1]

https://www.statista.com/outlook/279/108/smart-home/canada

Disclaimer: This presentation is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This presentation is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an Offering Memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the Offering Memorandum with your professional adviser(s) before making any investment decision. This presentation and the accompanying Offering Memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the Offering Memorandum. security. Cash distributions, including a return of a Unitholder’s original investment, are not guaranteed and the anticipated return on investment is based upon many performance assumptions. Although the Trust intends to distribute its available cash to the Unitholders, such cash distributions may be reduced or suspended in the sole Discretion of the Trustee. **The ability of the Trust to make cash distributions and the actual amount distributed will depend on the ability of the Intelife Partnership to successfully operate its business, and will be subject to various factors including those referenced in Item 8 - “Risk Factors” of the Offering Memorandum.

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F EATURES 08 10 18

MONTHLY RECURRING REVENUE MODEL

Marcin Drozdz of Intelife LP discusses how recurring monthly revenue models are becoming the norm in various industries and provides insight on how investors can take advantage of this opportunity.

INVESTING IN TECHNOLOGY Rex McNally of MAVAN Capital Partners examines the new frontier of investing in technology companies through various stages of their development.

LAUNCH YOUR OWN INVESTMENT FUND Olivier C Lapierre of Majestic Asset Management provides insights into launching your own investment fund.

CONTENTS 06 12 14 16 20 24 26 27

EDITOR’S NOTE In this edition, we have highlighted various alternative product offerings with a view to presenting our readership and investors in general with an opportunity to directly get involved.

A BALANCED INVESTMENT APPROACH Xavier Humblet of Majestic Asset Management discusses a balanced investment approach for your portfolio to help shield against volatile markets.

THE PRIVATE LENDING LANDSCAPE Bryan Jaskolka of Canadian Mortgages Inc highlights the private lending landscape in Canada.

HAVEN DEVELOPMENTS – INVESTING IN YOUR CITY Paolo Abate of Haven Developments highlights investment opportunities in their growing company.

SYNDICATED MORTGAGES: A FRESH PERSPECTIVE Maral Alacer of Alacer Law outlines regulatory changes in the syndicated mortgage space that aim to offer further protection to investors.

LENDER SPOTLIGHT Bryan Jaskolka of Canadian Mortgages Inc outlines their product offering guidelines and niche products.

RETIRING IN CANADA Welch LLP reviews the steps necessary for transferring funds placed in an overseas retirement fund back to Canada.

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EDITORIAL

DITOR’S NOTE

As the stock markets globally - and more specifically in the US and Canada - react to geopolitical shocks, investors invariably get nervous about their investments. Traditionally, most investors have lived with the volatility while a few have chosen to look elsewhere. Real estate has been a popular choice among investors as the prospect of investing in a real asset which can generate rental income while providing for potential capital gains is appealing. Smart investors took full advantage of low cost of borrowing to invest in income producing properties while banking on capital appreciation. As the cost of borrowing increases, in conjunction with the recent volatile swings in the DOW and the TSX, the need and desire for alternatives that provide consistent returns becomes paramount. In fact, the recent popularity of alternative investments, which may originally have been due to a long stretch of low yields in the traditional investment markets, has been aided by investors’ ability and willingness to cut out the middlemen to become more hands on with their investments. Various media campaigns have highlighted the pitfalls, including the high transaction costs of using intermediaries particularly when the product that they sell is as vanilla as it gets. In this issue, Private Matters Today has highlighted various alternative product offerings which are thoroughly explained with a view to presenting our readership and investors in general with an opportunity to directly get involved. In a time when information is readily and expediently available, investors have an unprecedented opportunity to discover investment opportunities that previously were only accessible by high net worth investors. While we condone and promote smart and direct investing, Exempt Market Dealers under the guidance of Ontario Securities Commission are charged with providing suitability and know your product advice. As a result, prospective investors can confidently explore the alternative investment options at their disposal. As always, Private Matters Today is committed to providing relevant real time information to aid our readership in making smart investment choices. Happy reading!

www.pmtoday.ca Issue 10 . Fall 2018 EDITORIAL

CONTRIBUTORS

Editors Harry Singh

Marcin Drozdz

M. Alessandra B. Ocampo Kendra Lui ART & PRODUCTION Art Director / Designer Nina Salehpoor Production Manager Prakash Bector

Rex McNally Xavier Humblet Bryan Jaskolka M Paolo Abate Olivier C. Lapierre Maral Dolatabadi Welch LLP

FOR EDITORIAL & ADVERTISING INQUIRIES PLEASE CONTACT: Prakash Bector, VP, Sales & Marketing Tel: +1 416-400-3977 x 20 Tf: +1 800 380 4078 x 20 info@pmtoday.ca Private Matters Today Inc. 135 Queens Plate Dr, Suite 410, Toronto ON M9W 6V1

Private Matters Today Inc. is a national event planning and publishing company. We produce a national print and digital publication as well as organize events dedicated to providing educational content surrounding

Harry Singh

the alternative lending and investments industry. Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor.

All opinions expressed are those of the authors and do not necessarily reflect the views of Private Matters Today or its affiliated entities.

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FEATURE

NTHLY O RECURRING REVENUE MODEL THE MODERN REVENUE MODEL Article by Marcin Drozdz, Chairman & CEO Intelife LP

As consumers, we don’t buy much outright anymore; over the years we have learned to buy with monthly payments. Most of us recognize this when it comes to larger purchases; like purchasing a home, luxury goods, or a car. This article transcends what’s historically been an ‘ownership’ mentality to the service-based world we find ourselves living in today. We need to look no further than our own smart phones. When was the last time you: ought a music album? Apple Music, Spotify, and many others B provide unlimited access to nearly all albums for a monthly fee. Rented a movie? Amazon Prime, Netflix, and many others give subscribers the ability to watch a multitude of new releases with a monthly or annual payment. aid upfront for a cell phone? Every single cellular provider out P there will give you a phone at no cost up front with a 2-3 year contract. If you really pay attention and look around, you will notice that nearly all the products or services we interact with on a daily basis are morphing into subscription-based expenses that look to you for a monthly payment. Welcome to the World of the Recurring Monthly Revenue: The RMR Business Model. It’s happening all around us: “Apple may be an iPhone company, but now it’s openly acknowledging how important services are to its business.” (1) “Microsoft has already been moving more of its products from one-time purchases to subscriptions and Microsoft 365 helps take this further.” (2)

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“7 Reasons Starbucks Launched A Subscription Service”

(3)

Even Cadillac has launched a subscription based model where (in select markets) instead of buying or leasing a car you can buy a subscription to ‘Cadillac’ and switch your car up to 8 times per year. No oil changes or maintenance required – all you need to do is put gas in it. (4) What is Driving the Increased Adoption of the RMR Approach? Many reasons. First off from a consumer’s standpoint: Attitudes towards ‘ownership’ vs ‘access’ have changed drastically. Technology (be it software and associated hardware) is evolving faster than ever before. Most consumers prefer to pay a little over time rather than all at once. From a business standpoint, the RMR business model can provide a company: Predictable monthly cash flow Peace of mind with more accurate financial forecasting Enhanced enterprise valuation with future cash flows Another significant advantage of RMR is derived from the increase in the lifetime value of a customer. Contrary to traditional transactional business models, RMR based companies are not forced to constantly ‘re-acquire’ their customers, reducing ongoing marketing expenditures and churn rates, and increasing valuations.

A good example of this is Dollar Shave Club who sold to Unilever for USD$1 billion. The Dollar Shave Club provides (aside from entertaining YouTube commercials) a wide range of men’s personal care products. They are not the only company in the space, but were one of the few that had scaled their business with a RMR based model. (5) There are many more examples of significant ‘multiples’ being paid for an established/growing client base (customers) accustomed to making monthly payments for services they regularly use. Reliance Home Comfort sold to Cheung Kong Property Holdings Limited for CAD$2.8 billion in 2017. Reliance provides 1.7 million Canadian households with water heaters, furnaces and air conditioners. (6)

‘Smart Home’ technology adoption is as high as 40% in some parts of the world. Canada is currently sitting at 5.1% and is expected to hit 27.7% by 2021. (9) As with your cell phone, other technology, or hardware based purchase, we do not charge our customers much (if anything) up front. Instead, they sign long term agreements in exchange for the latest hardware and ongoing services and monitoring. Whether it’s your music collection, cellular service, home security or just about anything else you can think of; the business world is progressively moving towards a RMR model. How will you take advantage of it?

ADT sold in 2016 to Apollo Global Asset Management for USD$6.9 billion in 2016. ADT provides millions of households with essential security monitoring and services. (7) Vivint sold to Blackstone for USD $2 billion in 2012. Vivint provides security and automation services to households and businesses. (8) The methodology at Intelife Income Trust models itself around this thought process. Our customer facing offering is security, peace of mind, and convenience through smart home automation. The business model is firmly entrenched in building out a client base of tens of thousands of households and businesses across Canada. RMR = Cash Flow Our partners at Intelife Security & Automation have already on-boarded over 10,000 households, many of whom have executed 60-month agreements. Like other services that you’re accustomed to, we charge most of our customers monthly through auto debit or auto credit. The average monthly charge is just shy of CAD $60.

Marcin Drozdz Chairman & CEO Intelife LP

Marcin Drozdz is currently Chairman and President of Intelife Income Trust. An entrepreneur at heart Marcin began his professional career rising through the ranks in the private capital markets in Canada. Marcin has since helped build several companies including a commercial real estate acquisitions company and an alternative business funding group. Marcin also brings awareness to the alternative investment industry through various events, public relations campaigns and educational forums. Some of these campaigns have been featured in Advisor.ca, Canadian Real Estate Wealth Magazine, The Calgary Herald, Edmonton Journal, The Winnipeg Free Press and The Private Investor.

(1) Apple Makes it Clear Services are a Key Part of its Business Model https://www.macobserver.com/news/apple-makes-clear-services-key-part-business-model/ (2) Microsoft has already been moving more of its products from one-time purchases to subscriptions and Microsoft 365 helps take this further. https://www.axios.com/microsoft-will-sell-office-and-windows-as-a-bundled-subscription-2456397433.html (3) 7 Reasons Starbucks Launched A Subscription Service https://www.forbes.com/sites/johnwarrillow/2017/02/26/7-reasons-starbucks-launched-a-subscription-service/#2f8a4b791964 (4) Cadillac Car Subscription Service https://www.bookbycadillac.com/ 5) What All Product Entrepreneurs Should Know About Dollar Shave Club’s $1 Billion Sale https://www.forbes.com/sites/johnwarrillow/2017/01/11/the-entrepreneurial-gamble-90-million-or-bust/#6094eb753938 (6) Li family buys Reliance Home Comfort for $2.8-billion https://www.theglobeandmail.com/report-on-business/li-family-buys-reliance-home-comfort-for-28-billion/article34515402/ (7) ADT sale 6.9 B https://www.nytimes.com/2016/02/17/business/apollo-global-management-to-buy-adt-for-6-9-billion.html (8) Blackstone buys Vivint 2B https://www.wsj.com/articles/SB10000872396390443816804578004762456374942 (9) Household penetration is at 5.1 % in 2017 and is expected to hit 27.7 % in 2021. https://www.statista.com/outlook/279/108/smart-home/canada

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FEATURE

NVESTING IN TECHNOLOGY OVER THE LAST SEVERAL DECADES, TECHNOLOGY COMPANIES SUCH AS APPLE, GOOGLE, AND FACEBOOK HAVE BECOME SOME OF THE LARGEST IN THE WORLD AND ARE GROWING RAPIDLY Article by Rex McNally, Partner, MAVAN Capital Partners

The growth in technology over the last twenty years has been remarkable. As an example, in 1986, less than 1% of the world’s capacity to store information was digital. In 2002, the world as a whole was able to store more information in digital than in analog format, launching the “digital age.” By 2007, over 94% of the population’s knowledge was stored digitally. Over the last several decades, technology companies such as Apple, Google, and Facebook have become some of the largest in the world and are growing rapidly. As an example, Apple – the most valuable company by market capitalization has almost quadrupled its value during the past five years. This level of growth in market value is unmatched and unprecedented. In addition to the large public technology companies, you also have historically large private companies including organizations like Uber, who boasts a valuation north of USD$70 billion and have historically raised over USD $20 billion across multiple rounds since inception. Less Capital Intensive The cost to develop new products and/or services has been greatly reduced over the last several decades. New ideas can be brought to market at a fraction of the cost, allowing startups to run and operate “lean.” Startups no longer need to operate their own servers; they can

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outsource much of what they do, from software development to user testing, and can iterate constantly to improve their products. Alternatively, it remains costly for both private and public established technology companies to grow and expand, thus fueling their endless fundraising efforts. Ability to Diversify within Technology Investors have many sub-sectors in which they can invest to add diversification within the technology sector. Investments may be made in companies during all stages of development, from very-early-stage companies with little or no revenue (commonly known as “startups”), to companies that are beginning to generate revenue (“growth stage”), to mature companies with substantial revenues that are candidates for acquisition or an initial public offering (“pre-IPO companies”). Multiple and Profitable Exits It is becoming common for high-growth technology companies to stay private longer rather than go public. This allows them to mature without the constraints of public markets. These companies however, are supported by a range of investors and stakeholders who have very different risk/reward profiles and investment return objectives. In addition, founders and employees of these companies often seek to sell a portion of their equity as their company grows. These factors, combined with the

exponential valuation growth that many private companies are achieving over multiple financing rounds, are driving a growing technology investment stage: the buy-outs of early stage investors.

Rex McNally Partner, MAVAN Capital Partners

MAVAN Capital Partners The MAVAN Tech Opportunity Fund #1 breaks down the barriers for Canadians to benefit from investing in technology, by providing access to the most exclusive investment opportunities in some of the most promising and successful companies around the world.

Rex McNally has worked in the Private Capital Markets in Canada, United States and Southeast Asia. He has over 20 years in client services, sales and marketing experience. Rex is also the founder and CEO of a sales advisory group, and co-founder of a nutraceutical company.

MAVAN CAPITAL PARTNERS ARE YOU CONNECTED?

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Derek Chu, CPA, CA Senior Manager, Toronto dchu@welchllp.com 647-288-9200 11 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA

Kathy Steffan, CPA, CA Partner, Toronto ksteffan@welchllp.com 647-288-9200

A BALANCED INVESTMENT APPROACH

BALANCED INVESTMENT APPROACH

A BALANCED APPROACH WITH A GLOBAL SCOPE BY MEANS OF THE INDIGOBLUE GLOBAL BALANCED FUND Article by Xavier Humblet, CIM Vice President and Portfolio Manager, Majestic Asset Management

There have been a number of significant geopolitical concerns impacting economies around the world. It may seem overwhelming at times to encompass these events considering the volume and rapidity with which we receive such information. With trade disputes between the U.S, European Union and China, political turmoil in the Brazil elections, Russian sanctions, NAFTA negotiations, the up-coming India elections and a China slowdown; one might decide to give up trying to navigate such turbulent waters. Though that sentiment is understandable it is actually unnecessary as long as we seek to function with a set game plan, manage our emotions and attentively focus on the steps we’ve put in place. That mention is the mindset behind the Indigoblue Global Balanced Fund and the partnership with Majestic Asset Management. Providing the solution to those circumstances through diversification, growth and income using a global scope. In a society where we focus on the instant fix, a cooler demeanor with a precise plan will in the long run almost always come out on top. This mention is also applicable in the finance realm where investors tend to focus on picking “winners” and the hope that the penny stock flavor of the month will rocket to stardom. This is not a strategy that we should advocate nor is it a particularly successful one over time. In addition, questions will almost surely come to light when the word “global” is introduced and perhaps it should. Hopefully, a question that resembles “how do I go about this?” instead of the more tentative “why would I?”. The answer to that is simply that our world is one of opportunity and to not seek it out is to pass on said chance. Investors in the Indigoblue Global Balanced fund will obtain a structured approach in resolving the hurdles listed above. Using an investment strategy based on modern portfolio theory with a target asset allocation mix of 65 percent equity and 35 percent

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fixed income, we will address the interest of accessing global markets while aptly managing risk. By diversifying the equity portion across Canadian stocks, Canadian dividend stocks, US stocks in addition to foreign and emerging market equities; we will increase the diversification of the equity portion with the interest of reducing risk while seeking optimal return. Applying a similar approach to the fixed income portion of the fund we have sought to diversify away interest risk, credit / default risk and other challenges that come with fixed income investing by accessing bonds of varying maturities, issuers both government and corporate and a portion dedicated to the US high yield market. Lastly, we’ve added a dedicated portion to preferred shares to fully embrace our view of a diversified portfolio objective. The primary vehicle used to access the diversification enumerated previously will be through the use of exchange traded funds or ETFs. Each ETF will have been inclusively vetted for total net assets, performance since inception, and other important features such as a low management expense ratio (MER). In addition to providing a much larger breadth of access to numerous fixed income issues or stocks held within, this technique can further diversify away firm risk in the equity space and issuer risk for our fixed income portion. Adding to the effectiveness of ETF use is the reduced transactional costs related to accessing the large scale of holdings within each exchange traded fund without having to trade every security within and in turn reducing the operational costs of the Indigoblue Global Balanced Fund. As a final touch to complete our investor offering and put forward a product that the Indigoblue and Majestic Asset Management partnership strongly stand behind is the malleability of the product. We will seek to rebalance the portfolio quarterly in a process to further manage risk and remove emotion from the equation. For added transparency a quarterly call with the

portfolio manager will be available to discuss the strategy and market perspective. We have in no way closed the door to shifting asset allocation to single issues or stocks if the opportunity were to produce itself. Of course, any and all decisions related to such a tactical change would remain within the confines of suitable risk management and appropriate reasonable basis. The Indigoblue team sought to provide an added investment solution in their client’s toolbox with the potential of having your hard-earned money work for you. In the partnership with Majestic Asset Management they have provided access to a portfolio manager that now has in excess of $300 million in assets under management. With the team now formed and the extensive experience in providing investors quality options, we feel that we have a recipe for success with the Indigoblue Global Balanced Fund.

XAVIER HUMBLET, CIM Vice President and Portfolio Manager, Majestic Asset Management

Beginning his career with ScotiaBank in the early 2000s, Xavier Humblet progressed rapidly through the ranks where in 2016 he was leading the futures trading desk at ScotiaMcLeod managing 6 national sales teams and managing trading for the firm as a whole. Through these 15 years he honed his skills and consistently achieved and exceeded the benchmarks set before him. Mr. Humblet is a Chartered Investment Manager (CIM) and holds a certificate in derivatives market strategies (CDMS) through the Canadian Securities Institute.

Why Invest with us? Diversified

Globally across asset classed within fixed income and equity

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Disclaimer: This document is for information only. The information contained in this document was obtained from sources believed to be reliable. However, Majestic Asset Management cannot give any guarantee whatsoever regarding the accuracy and completeness of the information or analysis contained therein and assumes no liability of any nature whatsoever in respect to any damage arising from the use of this document or its contents. Please contact us immediately if an error is found within this document. The contents of this document should not be considered as a public offering or as seeking to solicit the public interest for a purchase of securities in any jurisdiction whatsoever, including, without this list being limited to Canada and the United States. Units of Funds are offered by way of private placement with qualified investors, based on an exemption from the requirement to prepare and file a prospectus with the securities regulatory authorities. Past returns are not indicative of future returns.

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This is not a solicitation for the sale or purchase of securities, without the appropriate exemption documents being provided to prospective purchasers. The information contained herein is for information purposes only and is not a solicitation as to any investment product. This information is inherently limited in scope and does not contain 13 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA all of the applicable terms, conditions, limitations and exclusions of the investments described herein. Prospective purchasers should read the Offering Memorandum before considering investment in this fund. The information contained herein is believed to be reliable,

THE PRIVATE LENDING LANDSCAPE

E PRIVATE H LENDING LANDSCAPE THE PRIVATE LENDING LANDSCAPE IN CANADA AND THE INVESTOR’S SEARCH FOR YIELD Article by Bryan Jaskolka M, Managing Executive of the CMI Group of companies

Private lending has never been more relevant in Canada. With new mortgage rules sinking in—drastically affecting the borrowing power of many Canadians—borrowers and brokers alike are looking for alternative financing solutions. It’s no surprise then, that since 2015 private mortgage lenders have seen their share of the mortgage industry double. Yes, double! Coupled with the fact that consumer debt is at all-time highs, affecting creditworthiness, private lending growth is no surprise to insiders. Likewise, with major stock markets at all-time highs, yield-hungry investors are increasingly turning to private investment vehicles to diversify their portfolios and hedge against a downturn. These major disruptions on both the supply and demand side make private lending one of the top financial stories for 2018. Let’s take a closer look at the factors at play, and why it matters. It’s been a busy year On January 1st of this year, Canadians woke up to a muchchanged lending framework; New rules from the Office of the Superintendent of Financial Institutions (OSFI) had gone live, in what was widely referred to as the new “stress test”. The new rules associated with this were already in place for lowratio mortgages, but now were being extended to all borrowers, affecting $15-billion a year in borrowing. Borrowers seeking traditional financing were drastically affected, with one report noting that 18% of borrowers were being disqualified due to the new rules.

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So what to do? Some will forgo ownership for a few more years, others will downgrade their purchase price expectations, while many have moved to more creative lending solutions. The private lending landscape About 8% of the current mortgage market share in Ontario belongs to private lenders. This is up 37% from 2017, with total volume pushing $2 billion, a slight increase year-over-year. This is as other lending channels are declining. Following the implementation of the new B-20 guidelines, Bank of Canada Governor Stephen Poloz stated that, “A key issue for the Bank, then, is understanding how people will react when they are told that, under the new rules, they do not qualify for the mortgage they would like. Of course, there is more than one way for people to respond...But people might also look for a lender that is not bound by these new mortgage rules so they can avoid facing the stress test.” Indeed, in its regular financial review, the Bank of Canada also noted that it would monitor private lending, stating it “is growing to meet the increase in demand from borrowers.” Further, RBC Capital Markets recently stated that borrowers who fail to meet new lending criteria will now turn to private lenders. A search for yield On the other side of the coin, we have the sophisticated investor. Amidst record high stock prices and many real estate markets, liquid investors are on the hunt for greater risk-mitigated yield. Enter private lending.

According to Reuters, the current increased interest in private lending is a result of wealthy individuals looking for yield—with average interest rates at 10%. An enticing return for sophisticated investors. Part of this has been the reversal of traditional misconceptions about private loans being only for high-risk borrowers. There are a number of investment-friendly segments of private lending that are experiencing growth: Newcomers to Canada, fix and flip investors, short-term construction projects, debt consolidation, and the list goes on. It’s clear that private lending gives high net worth individuals exposure to various real estate markets without having to deal with upkeep and tenants.

As interest in the alternative lending market grows, so too does the need to fund that appetite. In the medium-term, the biggest challenge facing private lenders will be finding enough funds to continually provide their historically attractive returns to investors.

Bryan Jaskolka Managing Executive, CMI Group of companies

So what? So what to do? If you are an investor or work with them, there are challenges associated with increased popularity—namely funding sources. Match that with rising investor expectations for yield, and borrower expectations for lower prices, and its possible that we may end up in a toxic environment at this pace. In the Bank of Canada’s own words, “To increase their activity substantially, private lenders would need to further develop their lending channels and operational capabilities, and, most importantly, they would have to materially expand their funding sources.”

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Bryan Jaskolka, has been the managing executive of the CMI Group of companies since inception in 2005. Starting out as a mortgage brokerage, Canadian Mortgages Inc. has expanded to include now multiple additional divisions which include Canadian Lending Inc. (a direct private lender to the mortgage brokerage industry), and Canadian Servicing Inc. (a licensed mortgage administrator). The CMI Group of companies has funded in excess of $100 million dollars in private mortgages for Canadian Mortgages Inc. as well as mortgage agents from many other brokerages and networks over the years. As a mortgage broker, Bryan has been involved with thousands of mortgage transactions, and has expertise in residential, construction and commercial financing. Bryan is also a licensed real estate agent through Canadian Real Estate Inc., another affiliated company, and is working to complete his real estate broker’s license.

HAVEN DEVELOPMENTS – INVESTING IN YOUR CITY

AVEN DEVELOPMENTS INVESTING IN YOUR CITY HAVEN DEVELOPMENTS – CONNECTING YOU TO THE CITY YOU LOVE Article by Paolo Abate, CEO Haven Developments

As interest rates are rising, investors are continuing to look for larger yield within their portfolio. While there are many options, having an understanding of these investments is key to ensure that the investment is suitable within an individuals portfolio. Private Matters Today sat down with Paolo Abate, CEO of HAVEN Developments, to discuss their company history and provide some insight into alternative investment opportunities available. How did Haven developments get started? The 4 executive partners who run the company, Paolo Abate, Anthony Abate, Nick Tsimidis and Jordan Teperman, came together over a common vision and similar exposures to real estate. Jordan came from his 100 year-old family business called Teperman Wrecking and Demolition which has developed their own portfolio of real estate assets and spent the last 10 years working for Decade Homes; he is also a lawyer. Nick started his career at KPMG as an Accountant and has decades of corporate finance experience. Paolo started his first businesses and investments in the space almost 14 years ago, and like Anthony, grew up in a family connected to real estate – Paolo’s dad, Vince has been working for Greenpark Group for more than 35 years, and Paolo’s mom and sister, Josie and Sara, are in interior design. Anthony and Paolo, like Jordan, had significant exposure and insight into the industry from a young age.

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What are some of the current Developments being worked on? We are working on 10 different projects all of which are at different stages of development. All of the projects we work on are transit-oriented in Toronto and the GTA. Aurora Mills is a new mixed use, commercial retail, office and hotel development in the heart of Aurora that is just starting construction. University Heights is another project that is nearing completion. It is strategically located at 1275 Finch Avenue West in close Proximity to Yorkdale Shopping Centre, the new Humber River Hospital, Downsview Park, York University and most notably the new Finch West TTC subway and LRT station. This project is part of the regeneration project in the Downsview Corridor. For a full list of current projects, please visit our website at havendevelopments. ca/properties/. What is the process for choosing a particular development? We select our locations based on access to transit and infrastructure and ideally want to be within 500 meters of transit infrastructure. We do this by working with municipalities and transportation authorities to understand their future. Because we are shareholders in our developments, and our developments build our future, we are committed to the success and quality of every project. We are involved in every aspect of the development, enabling us to maintain quality control throughout the entire process. In addition, we only work with partners and suppliers who are considered the gold standard in their area of expertise.

Ultimately, we only develop in areas in which we live. We do this because our intimate knowledge of the area ensures success.

Paolo Abate

How are these projects funded?

CEO Haven Developments

All our projects are funded by a combination of equity from HAVEN and its principals along with equity from institutional, and high net worth investors. Varying investment structures have been used over the years from JV’s, to Limited Partnerships What types of returns can investors expect?

Paolo graduated from the Schulich School of Business, York University with a

Equity investors can expect returns from 20% - 30%+ per annum. We use preferred rates of return, waterfalls, priority repayment to external investors before paying to HAVEN’s internal shareholders, and often times allow security for principal equity amounts invested investors in 2nd position. We do this to benefit investors and better align our equity capital with theirs. HAVEN is ONLY successful if the investor is first.

Bachelor of Business Administration with a Finance Specialization. Exposed to the industry at a young age, he developed a passion for real estate. In 2006, he founded Union Capital Management (unioncapital.ca), a real estate finance and private mortgage investment brokerage. Following its success, he began acquiring, financing, and developing residential and commercial properties in Toronto on his own accord under the HAVEN Developments banner and acts as its CEO (havendevelopments.ca).

Call for Quote/Send Package

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FEATURE

UNCH A YOUR OWN INVESTMENT FUND LOOKING TO LAUNCH YOUR OWN FUND? DISCOVER MAJESTIC’S TURN-KEY SOLUTION Article by Olivier C. Lapierre, VP, Operations, Majestic Fund Solutions

Majestic Fund Solutions serves as a facilitator for asset managers wishing to launch their own investment funds. As you will see, launching an investment fund on your own is far from being an easy task! Let’s discuss the various hurdles involved, and why asset managers have chosen Majestic to launch over 20 funds, totalling over $350M.

Because of these hurdles, many brokers, investment advisors, portfolio managers and financial planners do not move forward with their objective of launching and managing their own fund. A Turn-Key Solution

A Common Problem

Majestic Fund Solutions offers a great solution to the abovementioned concerns. It simplifies the fund start-up process and creates economies of scale at various levels.

For asset managers, dealing with hundreds of client accounts can be burdensome. Furthermore, it isn’t uncommon to see multiple managed accounts linked to a single investor. Even though the investments held in each account can be closely related, countless trades and reconciliations need to be made periodically for every account. This process takes a significant amount of time and generates higher transaction fees for clients.

Majestic is registered as an Investment Fund Manager (IFM), Portfolio Manager (PM) and Exempt Market Dealer (EMD) with the Ontario Securities Commission. Since Majestic acts as the funds’ IFM, asset managers end up with much less compliance work, if any, related to the funds.

The most common alternative to managed accounts is the creation of an investment fund in which clients’ assets are pooled into a single managed account. Investment funds solve many operational issues related to managed accounts, but they also have issues of their own: they require a significant amount of time, knowledge and capital to set up. In addition, your firm needs to register as an Investment Fund Manager with Canadian regulators, find trust-worthy service providers (auditor, administrator, legal counsel, trustee, custodian, brokers) at a reasonable price so as to maintain a low MER (Management Expense Ratio). Additionally, and perhaps more importantly, your firm needs to hire competent in-house personnel to manage and operate the fund.

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In addition, Majestic has the technical know-how to quickly and efficiently create and launch funds (generally 4 to 6 weeks). It has pre-established agreements and relationships with various institutional-grade service providers (KPMG, Fasken Martineau Dumoulin, TSX Trust Company, SGGG Fund Services, etc.). This saves asset managers time and avoids unnecessary expenses and delays. Due to the significant amount of investment funds it manages, Majestic benefits from advantageous pricing with its service providers. These economies of scale translate directly into lower expenses for your fund, better performance for your investors, and higher profitability for your firm.

Through a partnership with Majestic, the asset manager can focus on two things: managing the fund’s portfolio and raising assets. Meanwhile, Majestic handles the funds’ day-to-day operations, compliance requirements, and risk management. Lastly, the asset manager can distribute its investment strategy to other financial professionals across Canada since all funds are available through the FundSERV network.

increase its profitability by promoting and distributing its own-brand funds. If you have any questions about Majestic’s service offering, please feel free to contact us at info@majesticassetmanagement.com or 514-281-4099.

Olivier C. Lapierre, B.B.A.

Do You Have the Right Profile?

Vice-President, Operations Majestic Asset Management

Typically, Majestic clients fall among the following: A registered investment firm working exclusively with managed accounts, that wants to simplify its operations, refine its business model and export/market its expertise. A registered Investment Fund Manager looking to save costs, outsource the compliance burden of internal funds, and increase its profitability at no extra cost to unit holders.

Olivier C. Lapierre has recently completed his bachelor’s degree in finance with

A broker/ financial advisor/ financial planner who has a sizeable client base, relevant experience, proper education and wishes to manage his/her own fund.

at the 2014 edition of Rotman’s International Trading Competition, one of

A Mutual Fund Broker or Exempt Market Dealer looking to

added coursework in computer science. He is now on his way to completing the CFA program. During his studies, Mr. Lapierre has been highly involved in his university’s trading lab and academic competitions. His team placed first the most prestigious university level trading competition in the world. Before starting college, Mr. Lapierre has fulfilled internships for Bentley Systems Inc in Amsterdam, Philadelphia and Quebec City. His projects were mainly related to product management and web marketing. Mr. Lapierre is now overseeing Majestic’s operations. He puts strong emphasis on the automation of processes and quantitative finance.

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S YNDICATED MORTGAGES: A FRESH PERSPECTIVE

NDICATED Y MORTGAGES: A FRESH PERSPECTIVE

ONTARIO SECURITIES COMMISSION TO ASSUME OVERSIGHT OF SYNDICATED MORTGAGES Article by Maral Dolatabadi Alacer, Barrister & Solicitor, Alacer Law

In the wake of Canada’s red-hot real estate market follows a booming syndicated mortgage investment (SMI) market that is estimated to have doubled between 2014 and 2016 to $6 billion. Following this growth are concerns that the SMI market regulator, the Financial Services Commission of Ontario (FSCO), has struggled to keep pace. Consequently, the government has appointed a change in ownership over regulation of the SMI market, and the new regulator has moved quickly to suggest several amendments that would overhaul regulation of this unruly market. Too hot to handle A syndicated mortgage is a mortgage in which two or more persons participate, directly or indirectly, as lenders in the debt obligation that is secured by the mortgage. While there is nothing inherently wrong with syndicated mortgages, they face criticism when marketed as fully secured, risk-free, and high-return investments safe for the average investor. Too often investors learn the hard way when these claims don’t pan out and when promises of returns are not delivered. In 2016, a government appointed expert panel evaluated the SMI market to pinpoint shortcomings and explore opportunities for improvement. They identified a regulatory gap in the market, suggesting that because SMIs are not treated like securities and fall outside the purview of the Ontario Securities Commission, they are not subject to the same strict sales and marketing

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regulations. Instead, they fall under the realm of the Financial Services Commission of Ontario and its more lenient rules for brokers. The FSCO has faced a slew of criticism over the years for not having a firm handle on the regulation of SMIs. In 2014, the International Monetary Fund noted the limited resources and reactive approach of the FSCO, while the province’s auditor general identified processing delays, stunted investigatory efforts, and weak enforcement actions. Arguably the FSCO’s biggest response has been issuing $1.1 million in fines and suspending mortgage broker licences of five SMI industry big players earlier this year. But it may be too little, too late, as the RCMP and Ontario Provincial Police have begun to launch their own investigations into other alleged SMI wrongdoings, bypassing the slow-footed FSCO. Ultimately, the expert panel was of the opinion that the complexities of SMIs are outside the scope of the FSCO and concluded that oversight of syndicated mortgages in Ontario should be shifted to the Ontario Securities Commission (OSC), to which the government agreed. Changing of the guard The shift in regulatory ownership of SMIs may be a welcome one. The OSC sits under the Canadian Securities Administrators (CSA), an umbrella organization of Canada’s provincial and territorial

securities regulators whose objective is to improve, coordinate and harmonize regulation of Canadian capital markets. The CSA has wasted no time in evaluating the SMI market and identifying opportunities for regulatory improvement.

- Provide assistance with required legal documents and agreements, including filing a prospectus with the Ontario Securities Commission, Firm Registration and Report of Exempt Distribution.

Earlier this year the CSA published Proposed Amendments related to syndicated mortgages and initiated a 90-day comment period that concluded in early June. The Amendments, as outlined below, aim to introduce additional investor protections and to increase harmonization of the regulatory framework for syndicated mortgages across all CSA jurisdictions.

Proposed Amendment 2: Introduce additional requirements to the Offering Memorandum Exemption (OM Exemption) that apply when the exemption is used to distribute syndicated mortgages.

Proposed Amendment 1: Remove the Prospectus Exemption and Registration Exemption for the distribution of syndicated mortgages in the CSA jurisdictions where the exemptions are currently available, which includes Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Yukon. (Affected legislation: Section 2.36, National Instrument 45-106 Prospectus Exemptions; related changes to Companion Policy 45106CP Prospectus Exemptions; Section 8.12, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations) Removal of these exemptions would harmonize rules and regulations regarding syndicated mortgage exemptions across all Canadian provinces and territories. All issuers of syndicated mortgages would be required to file a prospectus with the securities regulator of their jurisdiction. If the amendment is approved, market participants of syndicated mortgages (including traders and financers) will need to evaluate whether they are required to register as a dealer, whereas mortgage brokers may be required to register as exempt-market dealers. How Alacer Law can provide assistance: - Determine whether registration is required. - Determine which alternative prospectus exemptions may apply

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(Affected legislation: Section 2.9, National Instrument 45-106 Prospectus Exemptions) The OM Exemption allows for the distribution of securities to retail investors and is premised on adequate disclosure being provided to prospective purchasers. The Proposed Amendments to the OM Exemption require issuers of syndicated mortgages to leverage a qualified and independent appraiser who shall provide an appraisal of the current fair market value of the property to prospective purchasers. Any additional perceived value of the property would have to be documented separately, with inclusion of the reasons, assumptions, and material factors underlying that value. Under this amendment, issuers of syndicated mortgages would be subject to more demanding disclosure obligations including disclosure of: development risks; prior obligations secured against the real property; the price paid by the developer to acquire the real property; and the business and financial position of the borrower (where the issuer and the borrower are the same entity). Mortgage brokers would also be required to provide a certificate that the offering memorandum does not contain a misrepresentation with respect to matters within its knowledge. How Alacer Law can provide assistance: - Provide guidance on new disclosure obligations. - Provide assistance with preparation of Offering Memorandum for Non-Qualifying Issuers, and the newly added Supplemental Offering Memorandum Disclosure for Syndicated Mortgages form.

S YNDICATED MORTGAGES: A FRESH PERSPECTIVE

Proposed Amendment 3: Amend the Private Issuer Exemption so that it is not available for the distribution of syndicated mortgages. (Affected legislation: Section 2.4, National Instrument 45-106 Prospectus Exemptions)

Whether you are starting a business, raising capital, developing real property, need a commercial agreement, or just want legal advice, we are here to help you succeed and that’s something we take very seriously.

The Private Issuer Exemption is intended for small businesses to raise capital and the CSA is of the opinion that it should not be available for syndicated mortgages. Removal of the exemption will result in more consistent reporting for syndicated mortgage distributions.

This article was originally posted on June 20, 2018. The author wishes to acknowledge the contributions of articling student Deidra Ivens in the preparation of this article.

How Alacer Law can provide assistance:

Maral Dolatabadi Alacer

- Provide guidance on which other exemptions may be applicable in lieu of the Private Issuer Exemption.

Barrister & Solicitor Alacer Law

- Assist with preparation of legal documents and agreements to remain compliant.

REAL ESTATE

The results of the comment period have not yet been released. CORPORATE Alacer Law will follow up on any outcomes, decisions, and COMMERCIAL timelines regarding the proposed amendments when available. About Alacer Law

255 Duncan Mill Rd., Suite 405 Toronto, ON M3B 3H9 T: 416 613 1679 info@alacerlaw.com F: 416 352 1830 alacerlaw.com

Maral Alacer is the founder and principal at Alacer Law - a boutique business and real estate law firm in Toronto. Throughout her career as a lawyer, she has MARALprivate DOLATABADI LACER companies in mergers and acquisitions, equity assisted andApublic BARRISTER & SOLICITOR

and debt financing, securities as well as commercial and residential real MARAL@ALACERLAW.COM

estate transactions. Her practice also includes advising clients on corporate

Alacer Law specializes in helping companies and individuals with their business law needs. We are well versed in corporate, commercial and real estate law. Our legal solutions are tailormade to meet your specific needs, and we are committed to working with you every step of the way to deliver results.

governance and commercial matters. She regularly works with entrepreneurs and start-ups. She brings to her practice years of experience in the real estate development and information technology sectors. Prior to establishing Alacer Law, Maral practiced in a large national law firm. Having lived and worked in three different continents, together with her diverse educational background, makes Maral a well-rounded legal advisor.

T: 416 613 1679 F: 416 352 1830

info@alacerlaw.com alacerlaw.com

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The securities aforementioned have not been assessed by any regulatory authority. The offerings are being made pursuant to offering memorandum and investors must qualify under relevant securities legislation. To make an informed decision regarding any investment, prospective investors should consult an IB Capital Wealth Advisor for additional information concerning the investment, answer any questions, and determine whether the investment is suitable. This information is inherently limited in scope and does not contain all of the applicable terms, conditions, limitations and exclusions of the investments described herein. Investors should read the offering memorandum and understand the risk factors relating to the securities offered, before making an investment decision.

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Aut

is m Aw

LENDER SPOTLIGHT

ENDER SPOTLIGHT CANADIAN MORTGAGES INC: A PRIVATE LENDER HELPING BRIDGE THE GAP Article by Bryan Jaskolka M, Managing Executive of the CMI Group of companies

2018 has seen tremendous growth in private lending due to many regulatory changes that have all impacted a borrowers ability to qualify at traditional financial institutions. Private Matters Today reached out to Bryan Jaskolka, who is a Managing Executive with Canadian Mortgages Inc (CMI) for a discussion on how CMI is helping bridge the gap to create financing options in this new environment. When was CMI started? CMI began as mortgage brokerage in 2005. From there, we expanded into mortgage administration (2010) and private lending (2011); to-date we have placed almost $200M in private mortgages. Our most recent development, the CMI Mortgage Investment Corporation, was launched in 2015 and is approaching $10M AUM. What types of loans does CMI consider? Any particular niches? While the majority of our lending has been in the residential space, CMI has funds available in Ontario, Alberta, British Columbia and Manitoba. We also have a jumbo loan program in the GTA, where we will consider second mortgages up to $1M and first mortgages up to $3M for residential. We have recently also launched our commercial division, and are offering loans between $1M and $10M in the GTA only at this time. Have you seen an uptick in deal submission over the last year with all of the regulatory changes? Definitely! With the new restrictions for institutional lenders, borrowers who would otherwise financed via a bank are seeking

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out private money. The interesting part is that many of these borrowers have excellent credit, strong equity and good cashflow. Overall, our lending company continues to grow at an accelerated pace, up from only a few staff members in 2014 to over two dozens today. What tips or advice would you give brokers when submitting deals to CMI? Ensure the information is correct, and provide as much as possible upfront in terms of supporting documentation. Any timing considerations, issues, or problems - disclose, disclose, disclose! Provide a clear, concise summary in your submission or email, which will enable our team to get back to you as quickly as possible. For rush deals that are closing (especially purchases), you should already have a conservative appraisal on order regardless of which lender you are using, as timing is critical, and there’s no reason to wait unless your client plans on not closing! Check with us first on who we accept. How do you see the private lending landscape continue to evolve over the next year and beyond? I don’t think anyone in the industry disagrees with the assessment that the growth in private lending will not abate. We’ve seen our market share doubled since 2015. The new mortgage restrictions and investor search for yield will further the private lending growth in the medium-term. The critical feature of this entire discussion then becomes the ability to obtain the sources of funding. Will private lenders be able to keep up with demand?

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CONSOLIDATE RETIREMENT FUNDS

ETIRING IN CANADA

3 EASY STEPS TO CONSOLIDATE RETIREMENT FUNDS Article by Welch LLP

For those who are fortunate enough to begin their retirement, maximizing retirement funds should be a top priority, especially, when settling in Canada with funds in foreign-based retirement plans. For example, Canadian residents who have spent time working in a foreign country may have accumulated funds in a foreign-based retirement plan. This is a common occurrence if an individual has worked in the United States and participated in a 401(k), 403(b) and/or Individual Retirement Account (IRA). Under Canadian income tax rules, Canadian residents can transfer funds from a foreign-based plan to a Canadian Registered Retirement Savings Plan (RRSP) under certain conditions. There are many benefits to the consolidation of retirement funds and professional advice should be obtained from a qualified tax advisor to determine the best course of action. The tax professionals at Welch LLP can help. It’s as easy as one, two, three. The Steps Step 1: Withdraw a lump sum amount from your foreignbased retirement plan. Typically this will attract 30 percent US withholding of tax. Step 2: Contribute to the US funds from step 1 to an RRSP. The amount of the contribution should be equal to the gross value of the withdrawal from your foreign-based retirement plan. Step 3: Report the amount of the withdrawal and RRSP contribution on your Canadian tax return in the year the transaction occurred.

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The Example The following example illustrates the application of these steps. For simplification, foreign exchange currency rates have not been applied. Ms. Smith is a 68 year-old Canadian citizen and resident and is not a US citizen nor US green card holder. She previously worked in the US but has returned to Canada. Ms. Smith has $250,000 in a US IRA. She has no unused RRSP room. After meeting with her financial and tax advisors, it was determined that her US based retirement plan is eligible to be transferred to a RRSP. As a result, Ms. Smith instructed her US plan administrator to collapse her IRA and Ms. Smith received net proceeds of $175,000 as the withdrawal is subject to a withholding tax of 30 percent. For Canadian tax purposes, the $250,000 withdrawal from the IRA will be treated as taxable foreign pension income. In addition, there is a special rule, which allows an RRSP deduction for contributions funded from a foreign pension plan. This contribution does not require RRSP room. However, there is a slight catch. In order to receive the full off-setting deduction of $250,000, Ms. Smith will need to come up with $75,000 in cash, given the amount lost to US withholding taxes. The US tax withholding of $75,000 (i.e., the 30% US withholding tax), will be treated as foreign tax paid. In order to fully recover the total $75,000 of US withholding taxes as a foreign tax credit on her Canadian income tax return, Ms. Smith must have sufficient income generated from other sources, otherwise the

unused portion of the foreign tax credit will never be available to Ms. Smith. In the event that a portion of the US withholding is not recoverable, Ms. Smith will ultimately be subject to double tax on a portion of the pension (i.e., US withholding at the time of the US IRA withdrawal and Canadian taxation when the funds are withdrawn from the RRSP in future years). As a result of the potential double taxation, it is critical that calculations be prepared prior to collapsing the US IRA. Therefore, before transferring your foreign-based plans to an RRSP in Canada, speak to a professional tax advisor at Welch LLP as there are many issues to consider. The planning noted above is not available for US citizens or US green card holders.

Welch LLP is a Chartered Professional Accounting firm that provides a full range of accounting, assurance, tax, advisory and specialty services. Welch was founded in 1918 and has over 300 staff spread among 12 offices in Ontario and Quebec. Welch offers private enterprises, government and not-for-profit organizations industry specific services and knowledge with a relationshipdriven approach to client service. Visit welchllp.com for more information.

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Community Trust Company does not provide investment advice and does not endorse or promote any investment products. Investors are encouraged to seek independent financial and legal advice before making any investment decisions.