Page 1

ISSUE 08 • SPRING 2018


There’s ’ a New Sheriff In Town


From an investor’s perspective PAGE 18

P2P LENDING Are you ready? PAGE 08

POWER OF AUTOMATION How to double your income PAGE 20


CONTENTS     SPRING 2018 EDITION                                    06 EDITOR’S NOTE 2018 brings tremendous opportunity in the private lending space but the long term players recognize the importance of raising capital the right way.

12 COVER STORY Investor protection and suitable investments: understanding the Ontario Securities Commission.

08 ARE WE READY FOR P2P LENDING? Peer to peer lending: disruption in the traditional banking model?

17 LENDER FOCUS - RIVERROCK MIC A lender founded on three decades of disciplined lending approach.




Could an integrated system yield a competitive advantage?


FEATURES 18 INVESTING IN A MIC - AN INVESTORS PERSPECTIVE Breaking the schackles and striving for higher yields prudently.


Could automation deliver higher ROI for brokers and agents?

26 AD INDEX Get a snapshot of our advertising partners in this edition.





Accumulative effect of regulatory changes introduced by OSFI has been well documented thus far and the latest stress test has already begun to affect the supply and demand in the Canadian real estate market. According to The Canadian Real Estate Association (CREA), national home sales declined by 14.5% from December 2017 to January 2018. Furthermore, the number of new listings declined by 21.6% from December 2017 to January 2018. The national average sales price, however, has advanced 2.3% year over year. Perhaps a bit premature to conclusively judge the overall impact of the regulatory changes which have been specifically targeted to curb real estate prices particularly in the greater Toronto and Vancouver areas while attempting to cool down the sizzling debt to income ratios for Canadians. As previously discussed in earlier issues of Private Matters Today, the systematic beneficiaries of the regulatory changes would be the Mortgage Investment Corporations and Private Lenders who are not subject to the regulatory changes like B20, B21 and stress test requirements. Additionally, the size of the shift in business from Prime lenders to Alternative institutional lenders like Equitable Bank to the Private Lending side will be significant and perhaps could be measured roughly at the end of the year by breaking down and analyzing the volumes funded by Prime lenders, Alternative Institutional lenders and Mortgage Investment Corporations year over year. In this issue of Private Matters Today, we have shifted our focus to the demand for capital that will be experienced by Mortgage Investment Corporations as they look to absorb the shift in business alluded to earlier. Publicly traded MIC’s will arguably be well positioned to raise additional capital. However, private MIC’s will need to raise capital from existing investors while ramping up their efforts in finding new investors. MIC’s in the past have never experienced the type of demand that will undoubtedly come their way. Traditionally, MIC’s have focused on second mortgages with smaller average loan sizes. However, going forward, the demand for first mortgages where the average loan size tends to be $300,000 plus nationally will see a significant increase. In this issue of Private Matters Today, we have attempted to focus on compliance in the context of raising capital. With a keen emphasis on suitability, MICs, particularly the ones who function as their own Exempt Market Dealers, will have to take additional steps to ensuring that investor risk tolerance and portfolio concentration levels are meticulously reviewed and documented. Provincial SROs such as the Ontario Securities Commission provide regulatory oversight to Exempt Market Dealers. Any prospective MIC that is looking to venture into the space will have to invest time in getting to know their provincial regulator. We will continue to monitor the private lending regulatory space in months and years to come. Happy reading!  



Editor Harry Singh

David Gilkes David Rhodd Harry Singh Joseph Valenti Nick Kyprianou Peter Brown Shannon Dolphin

Co-Editor M. Alessandra B. Ocampo ART & PRODUCTION Creative Director Kayla Patullo


tel: +1 416 400 3977 x 4 tf: +1 800 380 4078 x 4 Private Matters Today Inc. 1 Greensboro Drive, Suite 301 Toronto, Ontario M9W 1C8

Private Matters Today Inc. is a national publishing and events company. We produce a national print and digital publication as well as events dedicated to providing educational content surrounding the alternative mortgage industry. Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributors are invited, but copies of work should be kept, as the magazine can accept no responsibility for loss.

- Harry Singh, Editor




The private lending market has been around for as long as there have been unforeseeable circumstances and life events in our lives. It is natural for every borrower to expect the lowest possible rate and fees when it comes to borrowing money. Traditional banks generally are the cheapest sources of funds for borrowers. They can do this thanks to the rock bottom yields they provide to their investors in return in the name of security, which in Canada originates from depositor insurance provided by Canada Deposit Insurance Corporation and Federal Deposit Insurance Corporation in the US. Additionally, it is easier for banks to securitize mortgages, at least in USA, where the capital markets are a lot more robust than Canada. The concept is quite simple; raise capital from depositors like you and I, pay minimal return on the deposits with minimal risk, lend the funds at higher rates to borrowers, pool the mortgages into portfolios and then sell them via third parties to investors to replenish the capital. The financial institutions with large and deep balance sheets (well capitalized) are diversified while institutions that are not as well capitalized run the risk of restrictions on the securitization process or viability. Indeed, I have perhaps oversimplified the securitization model but have captured its essence. A government that may be looking to slow down the supply of mortgage funds available to borrowers (an indirect measure to slow down the amount of borrowing) may look to restrict or limit the securitization activity by imposing additional guidelines or by imposing maximum ceiling on what an institution can securitize. The measure would slow down the supply of credit and indeed reduce competition which would put upward pressure on the cost of borrowing for borrowers. The Canadian governments have, over the last 9 years or so, been grappling with a unique situation where the interest rates needed to be kept low while keeping the consumer debt to income ratios and boisterous real estate markets in certain parts of the country in check. The Canadian government using its watchdog, the Office of the Superintendent of Financial Institutions (OSFI) has chosen to restrict the mortgage credit availability through a progressively tighter set of guidelines that have shifted a significant share of the business that previously would have been funded through banks, alternative institutions over to Mortgage Investment Corporations (MICs) and private lenders.


Private lenders and MICs have previously funded a relatively insignificant portion of the overall mortgage credit outstanding in the Canadian market but over the last 9 years private lenders and MICs have noticed a dramatic increase in their portfolios. Coincidentally, the increase has aligned with the introduction of credit tightening regulations imposed by OSFI. Indeed, the number of private lenders and MICs has also noticeably increased in Canada. While there is plenty of business for private lenders and MICs in the market, it continues to be done rather inefficiently. Private lenders that are focused on dealing with the ultimate borrowers find it challenging since borrowers generally do not know whether they are a fit for a given private lender let alone the gap that needs to be filled regarding rates, fees and equity/down payment. The cost of marketing to ultimate borrowers is expensive and the resultant borrowers may not by and large fit a private lender’s requirements. For this reason, many private lenders and MICs in Canada choose to deal with mortgage brokers. The idea is that a mortgage broker will vet the borrowers and in turn match them with a suitable private lender. Of course, the assumption is that brokers will be knowledgeable regarding private mortgages as they tend to be not as straightforward as a cookie cutter prime mortgage. Moreover, the number of private lenders in any marketplace is an elusive number to keep track of. Most mortgage brokers will tend to narrow the universe down to 1 to 3 private lenders which precludes the borrowers from truly benefiting from competition among various lenders. As we approach 2018, technology undoubtedly will shape the landscape and an age-old business like private lending will undergo tremendous change. Consumers, with the availability of information on the internet, are much better informed regarding trends and opportunities. The notion of Peer to Peer (P2P) lending is around the corner and sites are starting to pop up that facilitate lending from one person to another cutting out the middlemen and thus making the process both cheaper for the borrower and more lucrative for the lender. The predictable and ongoing obstacle will be regulations in the name of protecting the public. However, the regulatory framework around Uber and Bitcoin are classic examples of how market efficiency in the end will prevail. Predictably, it is not an accident that every major bank in North America is chasing fintech investments and acquisitions, as they too see the writing on the wall.

Some of the more practical challenges of P2P lending specifically in the confines of the private lending world, where P2P lending can most immediately make a difference, tend to be around the underwriting skills of an average person in understanding the risks versus rewards of private lending. However, with bottom of the barrel returns on savings, retirement saving funds and volatility of mutual funds, investors are hungry for stable yield. At least in Canada, perhaps the same logic might prevail in the US, as more quality business shifts from traditional lenders to private lenders, investors can have higher yield while taking on risk that their banks would have gladly accepted if it were not for a regulator forcing them not to do so for reasons other than credit risk. Additional credit/lending education and perhaps use of cheaper but knowledgeable underwriting hubs could be a solution which may also solve the problem of needing a license in some jurisdictions to deal in mortgages. Effective web marketplaces that amalgamate business from across the country so that investors/lenders in real time peruse through available opportunities will be highly effective and in turn reduce costs for borrowers while enhancing the yield for investors. Whether it be unsecured lending or secured private mortgage lending, 2018 will be an exciting year from an innovation perspective. With record breaking bank profits and margins while investors starve for yield, the macro environment is very conducive for P2P lending models. The private lending world naturally lends itself to such a model as does unsecured lending which tends to be a much smaller ticket item in terms of dollar amount. Web marketplaces that facilitate Peer to Peer lending models will be sought after, particularly ones that build an element of risk mitigation through property valuations and other ancillary services that further enable an investor to lend. _____ Harry Singh is the Chief Executive Officer of Indigoblue Group of Companies





Private Matters Today asked Nick Kyprianou, the President and CEO of RiverRock MIC about his successes and advice he can give to help the brokers in Canada.

1 . WHEN DID YOU LAUNCH RIVER ROCK MIC AND WHERE DID THE IDEA ORIGINATE? RiverRock started lending in July 2014. I have worked for regulated institutions my entire career, talking with regulators over the years and managing regulated institutions so I could predict where things were going. I believed in 2014 it was a great opportunity to set up a mortgage investment corporation.


WHAT WAS THE BIGGEST CHALLENGE YOU FACED WHILE SETTING UP AND RUNNING RIVER ROCK MIC? I think with any MIC it is keeping investor money rolling in to keep up with the mortgage demand.


WHAT IS YOUR PHILOSOPHY AND VISION FOR RIVER ROCK MIC? I am a believer in being disciplined and sticking with what you know. I have been in the alternative residential lending business for over 30 years so my philosophy is to stay disciplined to our model and the vision is to keep growing the business, provide great service to the mortgage brokers and provide our investors with a steady return.


HOW CAN YOU HELP BROKERS FACE THE UNCERTAIN MARKET AHEAD? I think with the number of years of experience we have here at RiverRock we not only take a common sense approach but we can also provide brokers of other ways of structuring a deal. We also don’t have to deal with rules that the regulated companies have to follow. ____

Nick is a seasoned executive with over 30 years of experience in the mortgage industry. Prior to founding RiverRock in 2014, Nick was the CEO at Equity Financial Trust. Before joining Equity Financial, Nick was the President and also a director at Home Trust Company for over 18 years, where he was instrumental in the company’s national expansion, mortgage growth and operations. Nick obtained his degree from McMaster University in 1986, has completed the Executive Program at the Queen’s School of Business as well as the Institute of Corporate Directors Program at the Joseph L. Rotman School of Business. For more information and to learn more about RiverRock MIC, email or call (416) 504-1886 or visit



THERE’S A NEW SHERIFF IN TOWN AS A MIC OR EMD, WORKING WITH THE OSC DOESN’T HAVE TO BE FRUSTRATING, SCARY OR DAUNTING Many Mortgage Income Corporations are somewhat familiar the Ontario Securities Commission (“OSC”). The creation of the exempt market dealer (EMD) category of registration implementation of National Instrument 31-103 – Registration, Exemptions and Ongoing Registrant Obligations, brought the capital raising activities of mortgage investment entities (MIEs) under the purview of the OSC. The regulation of syndicated mortgages was excepted from the OSC purview but in the 2017 fall economic update, the Ontario Finance Minister indicated that the OSC will be handed over responsibility for this area. This is not necessarily a bad turn of events. When the exempt market dealer category was implemented through NI 31-103 in 2009, WEMA (as it was then known) noted in its magazine Exempt Edge: “increased regulation has brought us much needed credibility with businesses (as a source for fundraising), advisors (as a place with viable client solutions), and investors (as a place with investment options beyond Ponzi schemes). … Regulation under NI 31-103 is principlesbased. That means the instrument only tells you what you must do in principle, not how you must do it in practice. For many, that is a welcome[d] change in approach, allowing freedom to develop policies and procedures that are tailored to the firm or business.” The change in regulators can be an opportunity - but needless to say dealing with the OSC can be frustrating, scary, daunting and educational. FRUSTRATING It is easy to get frustrated and complain that the OSC does not understand the business. That is not an unfair statement and it is very true that the regulators understand your particular business even less. OSC Staff are experts in regulation and regardless of their industry knowledge that does not mean the rules do not apply to you. 12 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA

SCARY We are in an era of aggressive regulation. The OSC does not forgive minor infractions or give warnings. Firms that have had the misfortune of a poor OSC compliance review or been on the wrong side of an enforcement proceeding will be comfortable with using the term overkill to describe the process. Firms should also be aware that the OSC proceeds slowly and should not think the passage time means something has escaped the regulator’s attention. There are rumours of firms that have decided to take their chances and did not apply for the EMD registration or meet compliance requirements. The OSC will eventually find these companies and it is unlikely to end well. It is far better to be late to the party than to try to avoid compliance with OSC requirements. DAUNTING There are six pounds of rules (I weighed the Blue Book). Most of the compliance rules in NI 31-103 are principles-based which provides some flexibility in meeting the compliance outcomes desired by the regulators. There will always be a cost of compliance but principles-based means it is not necessary to turn your business into a pretzel to meet the requirements. EDUCATIONAL The Canadian Securities Administrators (“CSA”) and the OSC provide a lot of guidance on their interpretation and application of the securities rules. National Instrument 45-106 – Prospectus Exemptions and NI 31-103 provide the regulatory framework for the exempt securities industry. Each of these rules has a Companion Policy, 31-103CP and 45-106CP, respectively. The companion policies explain what the regulators are looking to achieve and some of the practices they expect from dealers. Furthermore, the CSA and OSC have issued many Staff Notices which provide both unacceptable and acceptable practices. The rules in Ontario regulating syndicated mortgages was somewhat based on NI 31-103. For firms transitioning to

the securities industry and coming under NI 31-103, on the cornerstone regulations of the industry are: Know Your Client, Know Your Product and Suitability of Investments. CSA Staff Notice 31-336 provides some guidance on acceptable and unacceptable practices. A summary of the staff notices and some best practices are outlined below. KNOW-YOUR-CLIENT EMDs and dealing representatives should be a good understanding of the KYC requirement. The key points from the guidance on KYC include: • Conducting a meaningful dialogue is needed to ensure you have a proper understanding of the client investment needs, knowledge, risk tolerance, and time horizon; • Using a plain language KYC form that collects enough information to determine a client qualifies for an exemption under 45-106 and whether an investment is suitable; • Conducting further due diligence if you are not satisfied the client meets requirements of an exemption; • Reviewing, signing and dating the KYC form with the client; • Updating the KYC information annually. In terms of what not to do, the Notice identifies the following: • Relying solely on the representations of the client to determine whether an investor is an accredited investor; • Assuming another person has complied with the KYC requirements including whether the client is eligible for exemption, you must verify and review all the information in

the KYC form with the client; Collecting KYC information solely by asking clients to check boxes that describe their investment objectives or risk tolerance.

KYC is more than a form filling exercise and in an EMD context the dealing representative is likely to have a number of meetings with a client prior to making a trade. It is important the dealing representative maintains written notes of the meetings and ensures all information relevant to the suitability assessment is recorded on the KYC form. A best practice is to review the information on the KYC form with the client and have the client initial each section in addition to signing and dating the form. The suggested practice to update KYC information annually is not very practical in the context of a typical EMD. Most EMDs make trades for clients on a sporadic basis and are not making numerous trades over the course of a year. Rather than a fixed update time, we recommend that EMDs review KYC information with each existing client before making a trade. The Notice suggests collecting granular information on the types of financial assets and liabilities held by a client. Detailed and private net worth information is not always something clients are willing to divulge in the context of making a trade in an exempt market security. We recommend that an EMD collect information about liabilities (mortgages, loans, lines of credit, and credit card balances) through a section in its KYC form. We have found that WWW.PMTODAY.CA • PRIVATE MATTERS TODAY • 13

COVER STORY clients are more comfortable disclosing this information through pre-set ranges, e.g., none, $100,000 - $400,000, and greater than $400,000. Understanding a client’s liabilities is important for both determining whether a person is an accredited investor and for assessing suitability. Staff Notice 31-336 does not mention collecting information on personal circumstances or preferences. Your KYC form should include a notes section for any other relevant information. For example, an elderly person may wish to make a legacy investment or a person may wish to make an investment in green energy or sustainable technologies. This information has an important bearing on whether a recommended investment is suitable for the client and must be recorded in the KYC information. We also recommend dealers use a quality control sheet or checklist on the client file. The checklist is used to ensure that the KYC form and subscription document is completed, that a follow up is conducted when required, and the file has been reviewed by the Chief Compliance Officer. If possible the review of the documents should be done by someone other than the dealing representative.

KNOW-YOUR-PRODUCT The Notice does not provide much guidance in the area of what to do to meet the KYP standard and refers to another CSA Staff Notice 33-315 which in turn refers to bulletins from IIROC and MFDA. You are required to have an in-depth understanding of each of the items listed below before recommending a product to clients: • General features and structure – return, use of leverage, conflicts of interest, time horizon, overall complexity of the product; • Risks – liquidity risk, redemption risk, risks from underlying derivatives or structured product, conflicts of interest risk; • Costs – fees paid to registrants or other parties (commissions, sales charges, trailer fees, management fees, incentive fees, referral fees, embedded fees, executive compensation) • Parties involved – including issuer’s financial position and history, qualifications, reputation and track record of the parties involved in key aspects of the product; and • Legal and regulatory framework – including frequency, completeness and accuracy of the issuer’s disclosure.




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As in the case of KYC, there are a number of things not to do. In particular, the Notice stresses the registrant meet the KYP obligation and not rely solely on: • A product being on the firm’s approved product list without understanding the product; • Information from issuers or other third parties, including related parties, about the product’s suitability or risk profile • Similarities with other products, or • Recommendations made by other market participants to their clients. The Notice specifically discusses the issue of reliance by EMDs on third party analysis and reports on exempt market securities. A third party report can make up part of your KYP review but it cannot be the sole source of research and review. Due diligence and KYP of issuers and investment products must be done by the dealer and not a third party. In general, we recommend that dealers examine three broad areas relating to product due diligence and KYP: 1. How did you learn of the product? 2. What do you know about the issuer? 3. What do you know about the product? How did you learn of the product is a simple high level filter. If the information source is not credible or has a poor reputation, you probably should not waste resources and simply refuse the product. The same is true of investment products that sound too good to be true or pay an excessive commission. Due diligence on the issuer and its principals and key officers is an important component of meeting the product due diligence. There have been scores of investments in both the public capital markets and the private capital markets that had poor outcomes due to the skullduggery of one or more key individuals associated with issuer. Obviously, the issuer’s past track record, financial statements and other documents would be included the review. Again, if you are not satisfied with the results of the due diligence of the issuer; you should refuse the product. Finally, you examine the investment product itself. This has traditionally been viewed as the true KYP. This review would include all the points identified in Staff Notice 33-315 as well as the product features. The features of the investment product could include tax efficiencies and the use of funds which could be new technologies, green energy, or sustainable products. If the EMD approves the product, you must ensure that the dealing representatives receive training and understand the product. While it is the features of the product which will be of most importance in assessing the suitability of the investment for the client, it is absolutely necessary to include the findings of the due diligence on the issuer in the training for dealing representatives. The Notice naturally suggests to maintain documentary evidence of your due diligence and know your product review. This includes

investment products from related issuers. We recommend a due diligence file for each product you have considered regardless of whether it was approved or rejected. Similar to KYC information, it is expected that the KYP will be updated regularly especially for products that are in continuous issue or for issuers that have gone to market multiple times. Dealing representatives would be trained on any differences in the product at appropriate times. SUITABILITY Staff Notice 31-336 identifies the elements that should be considered in assessing suitability and stresses the need for consistency. It also makes the point that a product approved for the dealer’s shelf does not make it a suitable investment for every client. A suitability assessment is required for each client. This is the area where professional judgment of the dealing representative comes into play. There is not a lot of guidance provided in the Notice on determining the suitability of investments but there is a lot of discussion on practices uncovered by the CSA. Suitability is the cornerstone of investor protection and dealers should be able to clearly identify why the investment is suitable or unsuitable. Many of the practices raised concerns with the regulators are discussed below.

Suitability is the cornerstone of investor protection and dealers should be able to clearly identify why the investment is suitable or unsuitable.”

We recommend EMDs record in writing the suitability assessment. When NI 31-103 was implemented this was not a widespread practice in the securities industry but it is the standard today. Written suitability assessments provide evidence that it was done, and secondly, it prevents regulators from inserting their own suitability assessment if a written one does not exist. Regulators have often cited unsuitable investments in compliance reviews based on the lack of a written suitability assessment in the client file and the regulator made the determination based on other information in the client file. WWW.PMTODAY.CA • PRIVATE MATTERS TODAY • 15


The Notice discusses some of additional issues relating to suitability. The first issue is related to affordability. The CSA makes the comment that dealers should “consider a client’s willingness to accept risk and ability to accept risk when assessing a client’s risk tolerance”. Information is collected by the dealer related to the client’s assets, investments, liabilities, and whether the client is borrowing money to purchase securities. Dealing representatives are professionals and they must exercise their judgement in determining whether the size of the investment is suitable based on the client’s financial wherewithal. The CSA notes that extra care should be taken when dealing with seniors or clients living on a fixed income. This does not mean these clients would be unsuitable for exempt securities. Dealing representatives must exercise their judgment in determining whether the size of the investment is suitable based on the client’s financial wherewithal and their liquidity needs. A client whose living costs are covered through RIFs, annuities, pensions or other income sources but has additional savings may be interested in an investment in an exempt security particularly if it is a legacy investment. It is important that the personal circumstances of the client are understood and recorded in the KYC information. Client directed trades are discussed in the Notice. The section of NI 31-103 permitting client directed trades allows for the possibility that clients will not always listen to the suitability advice provided by a dealing representative. The same policy rationale is behind discount brokers and allowing individuals invest in whatever


security they wish without receiving any advice on the suitability of the investment. A client directed trade is appropriate where a proper suitability assessment has been done by the dealing representative and the investment has been found to be unsuitable but the client still wants to make the investment. A client directed trade is not a waiver of a suitability determination and should not be used in that manner. In the end, it’s all about suitable investments. Unlike prescriptive rules, the principles-based requirements in NI 31-103 allow EMDs and dealing representatives to provide more meaningful and comprehensive information to investors to help them make informed decisions and protect themselves. _____ David M. Gilkes is the President and founder of North Star Compliance and Regulatory Solutions and provides personal service to all clients. He has over 30 years of experience in research, investigation and regulation of firms in financial industries including seven years at the Ontario Securities Commission.

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Investor confusion seems to continue to dominate the mortgage landscape. Investors seem to have trouble distinguishing between MIC’s (Mortgage Investment Corporation), syndicated mortgages and public mortgage companies. In a low interest rate environment the search for yield is an ongoing challenge. Earning a dividend on a publicly listed company is great and its understandable. Unfortunately, the principal invested can be at risk since owning public stock can be unpredictable. If an investor could receive a yield from an investment instrument and have the investment capital secured by an asset that retains its value, the investor would be much better off. Understanding the risk/reward relationship of any investment is critical to the success of that investment. A mortgage is simply a financial instrument (a debt instrument) that is secured by real estate. The real estate could be a house, an office building, an apartment building, land or any other type of real estate. Typically, a mortgage pays an investor a monthly interest payment and typically it has a repayment date of three to five years. The vast majority of investors do not have access to investing in individual mortgage investments. The industry is dominated by banks, credit unions, public and private MIC’s, mortgage brokers and individuals specializing in mortgage investing. MIC’s are flow through investment vehicles that pay out all of its net investment income (after expenses) to investors. They are regulated by the Canada Revenue Agency and as long as they meet all of the regulators requirements the MIC does not pay taxes. The investor pays the taxes. As the demand for yield continues to grow investors should understand the alternatives available to them. And more importantly they should understand the risk/reward of those alternatives. SYNDICATED MORTGAGES Typically, a lawyer or active investor locates a property that requires a mortgage to be placed on it. The lawyer will put together a small or large group of investors to invest in the mortgage. The person syndicating the deal usually takes a fee and often shares in the investment. The passive investor often inspects the property and is able to analyze all parts of the transaction. It is important for the investor to be sophisticated enough to understand all aspects of the transaction and to understand where they stand should a problem arise.


The investor should analyze the loan to value ratio and the yield and the strengths and weaknesses of the deal. Problems with a syndicated mortgage include the lack of diversification and the lack of regulatory bodies overseeing the transaction. Investors may be exposed to risks they do not understand. PUBLICLY TRADED MIC’S Publicly traded MIC’s typically have a large pool of mortgages in their portfolio. They are flow through vehicles that flow through all their interest income to investors. They have strong management teams with experienced lenders on their staff who review all incoming deals. The investor benefits from regular dividend payments from secured mortgages and they benefit from the MIC who is required to disclose significant amounts of information due to the strict regulatory environment they operate in. The investor also benefits from the liquidity that the public market provides. Investing in a public MIC gives the investor the great advantage of diversification. The company typically has a large enough portfolio of mortgages outstanding that one or two defaults will not affect the portfolios overall return. Originally, public MIC’s invested in specific types of real estate. For example, they would build a portfolio of mortgages in apartment buildings. As time has passed, public companies have funded numerous types of real estate. The need to grow and the competition in the marketplace results in public MIC’s investing in different types of real estate. Unfortunately, public MIC’s are always vulnerable to the vagaries of the public markets. The MIC could be operating beautifully with respect to their portfolio but an investor or investors could be dissatisfied with something management has done and therefore punish the stock price. On the flip side, over zealous investors could send the stock price to a value that far exceeds the book value of the underlying mortgage portfolio. This would result in investors over paying for the company. The shares should trade near the company’s book value. PRIVATE MIC’S In Canada, private MIC’s experienced their original growth in the western part of the country where they have been a part of investors portfolios for over 20 years. They have spread to eastern Canada a number of years ago and they are slowly becoming a popular alternative investment vehicle. Good private MICs have exceptional management who have years of experience in their specific area of interest. They meet directly

with investors and they update their investors on a regular basis. They are required to prepare audited financial statements and they must meet various regulatory requirements.

with a maximum loan to value of 80%. This makes the investing parameters very clear.

Investors in private MIC’s benefit from experienced management, a large portfolio of mortgages (which reduces the risks of a single syndicated mortgage), monthly or quarterly distributions, regular reporting about the portfolio and a steady stock price as the private MIC is not exposed to the volatility that exists in the public markets. Like all MIC’s, private MIC’s are required to distribute all of their income, after deducting the operating expenses allowed as per the Offering Memorandum issued by the MIC.

In addition, it is important for the investor to understand the risk/ reward relationship of the different types of MIC’s. Typically, first mortgages on homes represents the lowest risk mortgages (subject to number of factors) and therefore will pay a lower yield. Second mortgages on homes represent a riskier investment and should therefore pay a higher yield. Any type of construction mortgage is riskier than financing an existing property so the returns should be higher to compensate for the risk. Of course, there are numerous types of construction mortgages and each type has its own specific risk factor. Investors should have a feel for what is most risky. MIC’s investing in land should be viewed as very high risk. Land does not produce yield so investors will not receive distributions for a long period of time. Typically, there is development risk that is associated with the investment.

The type of private MIC’s I have noticed in Ontario include: first mortgage MIC’s on owner occupied homes, second mortgage MIC’s on owner occupied homes, construction MIC’s on townhome developments, construction MIC’s on high rise developments, construction MIC’s that finance new home construction and some private MIC’s that are a mix and match of mortgages.

Investors must understand that mortgages are not liquid investments. As such, the shares that investors buy in a private MIC are not liquid. The MIC’s offering memorandum will address this issue and will outline how investors can achieve liquidity. In addition, most private MIC’s are not as large as public MIC’s so they do not benefit from the diversification offered by public MIC’s.

Due diligence of private MIC’s should be fairly easy because they are not as large and complicated as public MIC’s. Private MIC’s should be specialized and investors should be able to easily assess the risks of the MIC.

It is critical for the investor to meet with the management and to read the MIC’s offering memorandum. By doing this the investor will know exactly the parameters in which the management can operate under. The investor will be able to assess their risks clearly. The memorandum should outline the managements rules of investing. For example, the MIC can only invest in first mortgages

DO YOUR HOMEWORK—IT’S SIMPLE 1. Choose MIC’s that specialize in one area of lending. Management should be experts in their field. 2. Meet with management. 3. Review the MIC’s performance statistics. Review the ongoing investor reports from the MIC. 4. Review the MIC’s Offering Memorandum with management. They can highlight areas of interest. 5. Review the important metrics—Loan to value of the portfolio, terms of the mortgages in the portfolio, average size of the mortgages, the number of mortgages in the portfolio, geographic location of the portfolio, management fees, the history of returns paid to investors and the default history of mortgages in the fund. Ask management what they see as the biggest risks of the portfolio. Ask for the audited financial statements and take it home to review with a friend who has an accounting background. 6. Discuss the lack of liquidity of your investment and how your investment can be paid back to you. 7. Clarify the fees charged by the management of the MIC. Make sure there is no conflict of interest between management and the investors. Also make sure that management has invested in the MIC. CONCLUSION The right MIC can be a great alternative investment for all investors. Doing a little home work and understanding your risk appetite will take you a long way to making a great investment. _____ By: Peter Brown BBA,CPA,CA President, Weswin Developments Ltd.





The busiest season of the year is fast approaching. Are you prepared? Will every one of your clients receive the time and attention required to ultimately earn an enthusiastic referral? Are each of your realtors or partners kept in the loop, to remain motivated to think of you next time? Will your lenders prioritize your deals, knowing that they are always complete and compelling? Are you building the kind of teams and processes that industry-leaders have proven are necessary in today’s market? Are your volumes increasing every year with less time working in your business? In this article, I will be providing specific ideas about how process automation can double your business while giving you more time for yourself. Having more time for yourself ultimately allows you to provide better customer experiences, be more profitable per transaction, help your practice flourish, and give you more time with your family. START WITH THE RIGHT MINDSET Success begins with a mindset, a mindset that explicitly rejects fear and embraces experimentation. Give yourself permission to attempt new things. 20 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA

YOUR BUSINESS IS SO MUCH MORE THAN BPS Some readers might say that the questions we posed at the beginning of the article are the wrong ones! They might think it better to ask “how can I push more volume, earn more Bps and reduce my costs further?”. These are all legitimate questions… but neither do they speak to the value that your clients (lenders, and partners) receive by working with you. Results will come more easily and more often if your offering (your value-proposition) corresponds to the needs of the client… and the client doesn’t care how many BIPS flow to you. If you agree that providing real value is the best road to success, read on. We have something to say to you! EXECUTE WITH DAILY, WEEKLY AND MONTHLY PLANS Organize your days so that you spend at least a half-hour per working day on planning. More planning time is better, but give yourself no fewer than thirty quality minutes each and every day to think creatively, organize rigorously, and plan carefully. Make those thirty minutes the very best, most productive minutes in your day. Take that time in the part of your day in which you are most likely to be energized and ambitious. If you have a day in which you can

take a few more such minutes, devote them to researching new ideas. Keep a notebook (paper or digital) of new concepts that merit your attention. Separately, then organize your weeks so that you implement at least one new, low-cost, low-risk idea every seven days. It can be small: a tweak to your website, or perhaps finding a contractor to help with the next version of your website. It might involve a new method to attract leads or maybe some new software that can really move-the-needle. Identify the hoped-for result and keep a deliberate record of the outcome for each exercise. That record of activities, and the learning you draw from it, is almost as important as the experiments themselves. Why? Because without the record, there is no evidence that the experiment ever happened. You need context, in writing, to help formulate better experiments in future. TAKE A PERSONAL RETREAT FOR DELIBERATE REFLECTION If your days include thirty plus minutes of working ON your business (not IN your business), and if your weeks provide results for fifty plus annual experiments, you will find yourself in possession of a golden trove of information, experience and learning. In order to truly capitalize on it, you should be taking at least two days per year to go somewhere quiet to think. In the winter, go skiing. In the summer, get on your bike and just go somewhere… but be deliberate about stopping often to write down all those good ideas that come to mind, and spend your evenings in solitude formulating a solid, actionable plan for the coming months and year. MAKE PROCESSES A HALLMARK OF YOUR PRACTICE Whether you are on Day 1 of your journey to build a stronger mortgage brokerage practice, or even if you are now an experienced practitioner, you must devote time, thought, energy and yes, some money, toward the establishment of repeatable, effective processes. If good personal habits build a better person, good processes build a better practice. Do you believe that each of your clients is correct to expect insightful advice, timely feedback and superior service? What

competitive differentiators can you build for the benefit of your borrowers, lenders and referral partners alike? The answers to these questions will come by thinking things through, and by developing a plan to achieve a desirable outcome. AUTOMATE THE CORRECT PROCESS, AND AUTOMATE IT CORRECTLY A significant component of the value your client expects to receive is the benefit of your experience. Your job is to make sure that all the things that add value to the client get done, but nothing gets done twice, and indeed nothing is overlooked. That requires a system, but that does not mean that the mortgage professional must complete every task herself. Map out your process, down to the smallest detail. Which email, which SMS message, which phone call gets placed when, by whom, and to whom, following what event in the scheduled sequence? Plan well: it does no good to automate a bad process! Once the detailed steps are identified, think about how to achieve the outcome with less of your own personal time. What tools are available to help, what outside services can I leverage, what habits should be cultivated? Answer those questions and also foster a culture of continuous improvement in each member of your team. PROFIT FROM EXPERIMENTATION AND FROM MISTAKES Process automation can be a challenge at the outset, but the rewards earned from good planning, thoughtful automation and continuous improvement are very real. With the right modern tools in place, an organized mortgage professional can process transactions at twice the average pace, if not three times! The goal is to strike the right balance between income, software costs, contractor costs and customer satisfaction. Every transaction is different, every client is special but it is also true that just about every residential transaction includes predictable, repeatable steps. And pretty much anything predictable can be automated. Design a process and include messaging that promotes trust and augments the client’s confidence that the transaction will proceed smoothly. WWW.PMTODAY.CA • PRIVATE MATTERS TODAY • 21

MARKETING USING THE RIGHT TOOLS FOR THE JOB, INCLUDING BROKRBINDR Consider the process of requesting documents from clients. Most agents and brokers are still using their email inbox to collect and manage documents. Many will think nothing of spending twenty minutes to compose thoughtful, individualized emails to their clients… but with available tools, a representative can generate that same thoughtful, professionally-crafted message in twenty seconds. Your software should be keeping track of the required documents, and automatically generating the list of currentlyoutstanding docs for you, so that your client can receive that accurate current list in under a minute, while they are still on the phone with you! One such tool that we both recommend is BrokrBindr, a hosted software product designed specifically for mortgage professionals in Canada. It not only organizes your documents, but it also provides borrowers with attractive, industry-leading mobile-friendly portals, as well as syncing data directly to Filogix (no retyping, no more timeouts). BrokrBindr improves on many mechanical, repetitive tasks with which mortgage agents and brokers must contend daily. Most importantly, however, is the fact that this product provides just the competitive differentiator you need to set yourself apart in the clients’ eyes. A ROADMAP FROM HERE TO THERE To compliment BrokrBindr, co-author David Rhodd uses another hosted software product called Infusionsoft to help manage his client interactions (before and after an actual deal is contemplated). Infusionsoft helps with marketing campaigns, email sequences, website landing pages and many other elements of a comprehensive digital marketing strategy. Infusionsoft is a very powerful single platform that helps steer real clients the right way, sending the right message to the right prospects at the right moment. It is, however, not for the faint of heart and we would not recommend it as a starting point for a broker just beginning his journey with process automation. Infusionsoft comes with a high upfront cost, and quite high ongoing subscription costs. When used correctly, however, Infusionsoft (and other similar tools like Freshsales, Sharpspring, or PlugTalent) deliver exceptional value, and real profit. As soon as you can possibly justify it, consider outsourcing your admin work, and underwriting work, to trusted third-party service providers. DocAssist is a leader in Canada, and other services are also available. An investigation of process automation begins by choosing three types of software tools. We recommend that you: • Pick a deal-processing tool like BrokrBindr to close your deals. Make sure the software is able to sync data to, and from, Filogix to avoid retyping, and that your customers enjoy working with it. • Choose a CRM. Certainly Salesforce is used by many brokers, but its sophistication comes with complexity and costs. For many brokers, Pipedrive, Insightly, Zoho are among the many alternatives available. • Select an email distribution product like Mailchimp or Constant Contact. If you’re ready for a more-capable email marketing tool, consider Drip. 22 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA

If you are already prepared to consider more sophisticated tools, consider Infusionsoft, Hubspot, Ontraport, Sharpspring and possibly PlugTalent. These applications effectively merge the CRM function to the email function, and require a greater investment in time and money.

Some providers in the mortgage industry advocate that brokers should use their all-in-one software. These products can indeed be entirely satisfactory but they introduce two important drawbacks. The first is that they iterate major new versions only every five years or so. In the modern software industry, that is an eternity! Already in 2018 many of the products offered by the large banners are falling behind in terms of document-management, task automation, email and SMS message sequencing and much more. The second key problem relates to data ownership: as circumstances evolve, a mortgage professional needs confidence that he owns his own customer data, and that it be shared with noone else. Data, as they say, is new oil in the modern economy. RUN SMALL EXPERIMENTS AT LOW COST, FREQUENTLY Mastering process automation is achievable in only in one of two ways. A mortgage broker can choose to spend a considerable amount of money ($25k+) to set up sophisticated tools and hire consultants to make everything happen within weeks. Most mortgage professionals would however be better advised to make core product selections, and run experiments at low cost and a low risk. Be prepared to learn from mistakes and be open to new ways of doing things. There is no denying that change is hard. It is however also true that frequent, low risk, low cost experiments can provide tremendous gains within months. The sales leaders we celebrate in the industry are all already leveraging these techniques. Simply copying the methodologies of such leaders could work, but it is much more likely that you will succeed if you put in the time to arrive at your own conclusions, and find the processes and tools that fit best in your business. ______

David Rhodd, mortgage agent with Broker Financial

Joseph Valenti, co-founder of

Complete software solutions for Canadian Private Lenders Proudly Canadian

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88 different interest calculation of mortgage interest for Canadian private lenders.

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Cloud Hosted Cloud hosted platform offering an integrated platform accessed anywhere online. Enhanced cloud based features include online reporting for borrowers, brokers and investors.

Fully Integrated Accounting Dolphin’s Canadian private lending software is unique since all transactions instantly integrate to a back end accounting platform providing real time analytics. Data does not need to be exported or duplicated into other systems such as QuickBooks. Dolphin’s accounting system is completely customizable and configurable with each lenders Chart of Accounts directly linked with customized transactions. Dolphin software is one of the only true private lending accounting systems providing real time accounting for Private Lenders.

Personalized Training Dolphin’s team trains new clients personally over a 3 month period, not just on the software, but on MIC business including customized accounting.

Customization Dolphin’s experienced programming team is responsive and proficient at customizing any part of the current robust platform. From the past 15 years working with Canadian private lenders, Dolphin has created 1000’s of customized reports for our clients providing a strong base for continued enhancements and features. Dolphin is more than a software provider as we ensure the system meets the unique needs for each private lender.

Dolphin’s MIC Manager software is the only complete end to end solution for mortgage underwriting to the back end accounting. Call us or email for a demo of Dolphin’s new Underwriting System | 604-685 6721 |


INTEGRATED TECHNOLOGY SOLUTIONS   GAIN A COMPETITIVE ADVANTAGE IN TODAY’S MARKET As the mortgage industry adapts to now well documented regulatory changes, volumes and opportunities in Canadian private lending side are continuing to grow (expected to rise). For many the changes were anticipated while others are now starting to realize the extent of the opportunity in private lending space. As the amount of activity increases in the private lending space, it is inevitable that some regulatory burden will eventually shift over. Already lenders and brokers are trying to stay ahead of the curve by analyzing their books of business and are starting to discover an immediate need for effective reporting. Over the years, the private lending space has been relatively insignificant and therefore the amount of capital invested in technology and reporting reflected that economics. Having an effective reporting regime will be pivotal for the ongoing success for organizations that are looking to capitalize on the opportunity in the private space brought on by the shift in business from prime to alternative lenders. INTEGRATED SYSTEMS As the industry grows, particularly the private sector, more technologies are emerging for brokers, investors and lenders. Whether this is a CRM for converting opportunities or an electronic data and document management system, the industry is moving away from manual disconnected separate systems and looking for integrated technology solutions that minimize data input time and provide for automated information transfer. Ideally, software systems in the changing mortgage industry should be integrated from the front-end (CRM or Underwriting Module) to the back-end accounting for user ease and accuracy. Having an integrated system from the application to the back-end administration greatly reduces the need for double entry thus removing data errors and saving organizations valuable labour time. Similarly, an integrated 24 • PRIVATE MATTERS TODAY • WWW.PMTODAY.CA

system provides great efficiency in producing reports whether it be application letters for the brokers, commitment letters for lenders or portfolio summaries for investors. Having an integrated systems greatly reduces user errors, decreases management time and provides comprehensive data for corporate reporting and analysis. CORPORATE ANALYSIS Regardless of the type of organization, the need for reporting is vital for the its ongoing success. Running an organization without comprehensive reporting is tantamount to driving to a new destination without a GPS or a map. Integrated systems provide for all the necessary raw data to be housed under one system. As an organization either requests customized reporting or subscribes to standard reporting, the raw data set is conveniently housed and available easily. By contrast, an organization that originates its business in one software and then underwrites the business on another and then subsequently servicing the book in yet another, is ultimately heading for three sets of data sources with a very expensive proposition to cross train staff on using the three different technology platforms. Having an integrated system provides tremendous value for corporate analysis. Without integrated systems, corporate reporting and analysis is segmented and requires time and effort to combine and analyze which leads many organizations then to create a reporting system that integrates the data only to provide performance metrics. AUDITS & COMPLIANCE With opportunity that exists in the private lending space, many new companies are choosing to start Mortgage Investment Corporations. In fact, the number of MICs across Canada is

increasing significantly over the last two years. New entrants, as they look to invest in a software solution, need to be cognizant of the annual audit requirements and the discipline that needs to be embedded in the book of business from an underwriting and risk management perspective. An integrated system that combines underwriting, funding and servicing bodes is better from a transparency perspective and could arguably lower the audit cost while providing for compliance . For MICs, vetting investors is crucial and will likely become more significant as the regulatory focus shifts over to private lending and investing space. Knowing your clients (borrower) and investors equally applies in private lending space and will be a key focus going forward. A software solution that has at least a minimal compliance regime built into it will invariably serve the industry better. For example, a software solution that provides a standard KYC form and allows storage of the completed forms in the cloud will in turn yield a competitive advantage. SOFTWARE SPECIFIC TO THE INDUSTRY & THE CLOUD Many systems are available to the industry that were not built for or are difficult to adapt to the Canadian lending industry. For instance, for a private lender using Quickbooks, each mortgage must be assigned a separate ledger account which becomes tedious and time consuming. Using an accounting system built for the lending industry provides ease for the users, the internal accountants and auditors. There also technology solutions that are quite general and board. We are all on our phones with many of us on the move and working remotely away from the office. Lenders, investors and brokers require more reporting platforms that are built for mobile devices and databases that can be accessed on

the go and are kept in the cloud. Security and confidentiality of the data are equally crucial and the jurisdiction in which the data is stored should be reviewed carefully. Investors want performance and any other information related to their investments on line while borrowers would like on-line access to their mortgages to get real time data. As the private lending and investing space expands, more companies are choosing to start MICs. The move takes one or a few private lenders into a more organized and expansive effort to establish a more comprehensive operation that systematically and in conformity to regulations deals with investors and borrowers to deploy the capital. The move usually requires investment into technology solutions that provide for originating investors and borrowers, underwriting, and ultimately servicing the portfolio. An integrated solution that effectively caters to the entire organization in fulfilling its mandate can indeed save organizations money and ultimately become its competitive advantage in what is about to become a competitive marketplace. ______ Shannon Dolphin is the CEO of Dolphin Enterprises Ltd. For more information contact or call 604 685 6721 or visit




15 Indigoblue Mortgage Investment Corporation

02 Canadian Mortgages Inc.

27 Mortgage Arena

28 Community Trust Company

09 Oppono Lending Company

22 Dolphin Enterprises Ltd.

03 RESCO Mortgage Investment Corporation

26 Indigoblue Legal Group

06 RiverRock Mortgage Investment Corporation





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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.

Private Matters Today - Spring 2018  

Every quarter Private Matters Today reveals imperative information on a particular alternative lending topic that is essential to the collec...

Private Matters Today - Spring 2018  

Every quarter Private Matters Today reveals imperative information on a particular alternative lending topic that is essential to the collec...