An Ontario LP ("REIT LP") that will trade on the TSX Venture Exchange invests in a Maryland corporation (holding US apartment buildings) that qualifies as a US private REIT. Management is not entitled to fees (other than expense reimbursement); but the Managing GP holds Class B units of REIT LP that stay fixed at a 5% interest, notwithstanding subsequent Class A unit issuances to the public, until the market cap reaches $300 million (or there is a successful takeover). No (cross-border) internal debt.

General

Terms

ROC payments

Semi-annual principal repayments of $2.50 per Note, starting on September 14, 2014, if the closing level of the Index (the S&P/TSX 60) is at least equal to the Barrier Level (70% of the initial level) two business days before such repayment date.

Autocall redemption

If on an observation day two business days before the 2nd to 5th anniversary of the March 14, 2014 day of issue (with the 5th anniversary being the maturity date) the closing level of the Index is higher than 110% of its initial level, the Notes will automatically be redeemed.

ROC distributions and Maturity

The purchaser of a Cdn.$100 note is entitled to receive monthly distributions of $0.51 as partial repayments of principal (ROC distributions), or $30.60 over the five-year term. On the Maturity Date, the holder will receive (in addition to the ROC distribution then due) for each $100 (original) principal amount of note a cash payment equal to the Outstanding Principal Amount (i.e., the original $100 principal minus ROC distributions) plus the "Aggregate Return" (which can be a negative amount).

The purchaser of a Cdn.$100 note is entitled to receive semi-annual partial repayments of 2.25% thereof (ROC distributions), or approximately 13.5% over the term of approximately three years. On maturity, the Note is redeemed for an amount determined as follows:

(a) if the Index Return (on the S&P/TSX 60) is in excess of 4.5%, the redemption amount is equal to the (original) principal amount ($100) plus a 10% participation in that excess;

(b) if the Index Return is equal to or less than 4.5% but better than -30%, the redemption amount is $100; or

The purchaser of a Cdn.$100 note is entitled to receive quarterly distributions of $1.50 as partial repayments of principal (ROC distributions), or $30 over the five-year term, provided that on the valuation date on the third business day preceding each such repayment date, the total Index Return (on the S&P/TSX 60) is not worse than -30%. On maturity, the investor receives the algebraic sum of the remaining principal amount and the "Variable Amount," which is the positive or negative amount equal to all ROC distributions previously received plus or minus the adjustments below:

Principal and interest

Non-principal protected notes, so that all of the $100 principal (other than $1) is at risk. Interest is payable at 3.75% for each six-month period, if on the specified "Observation Day" shortly before the end of that period, each of the applicable indices (the S&P/TSX 60, EuroSTOXX 50 and S&P 500) is at least equal to the Barrier Level (75% of the initial level).

Overview

Overview