# Pitch Deck Extraction fund_overview_and_terms Response ## Technical Context - **Task Name**: Pitch Deck Extraction - fund_overview_and_terms - **Workflow Run ID**: 33 - **Timestamp**: 2026-09-14T17:00:50.328Z ## Grounded Intelligence Data # Romspen Mortgage Investment Fund — Fund Overview and Terms ### 1. Fund Name and Key Entities * **Formal Fund Name:** Romspen Mortgage Investment Fund (referred to as RMIF or "the Fund") `[Page 4]`. * **Fund Manager / Management Company:** Romspen Investment Corporation ("Romspen"), which acts as the Fund Manager, primary loan originator, underwriter, administrator, and syndicator `[Page 9]`. * **Partnership Entity:** Romspen Mortgage Limited Partnership (the "Partnership"). The Fund is the sole limited partner and conducts its lending activities primarily through this entity `[Page 9]`. * **U.S. Investment Entity:** TIG Romspen US Master Mortgage LP ("USMLP"). The Partnership indirectly owns 78.14% of USMLP as of December 31, 2024, through Romspen Liberty LP `[Page 18, Page 24]`. * **Auditor:** KPMG LLP `[Page 15, Page 29]`. * **Legal Counsel:** Gardiner Roberts LLP `[Page 29]`. ### 2. Domicile, Legal Structure, and Classification * **Legal Structure:** Unincorporated closed-end investment trust established under the laws of the Province of Ontario `[Page 9]`. * **Trust Indenture Date:** Established pursuant to a trust indenture dated May 20, 2005 `[Page 9]`. * **Domicile / Registered Office:** 162 Cumberland Street, Suite 300, Toronto, Ontario, M5R 3N5, Canada `[Page 1, Page 18]`. * **Inception / Commencement Date:** January 16, 2006 `[Page 9, Page 18]`. * **Tax Classification:** * The Fund is taxed as a mutual fund trust for Canadian income tax purposes `[Page 20]`. * It intends to distribute 100% of its net taxable earnings to unitholders each year to avoid corporate income tax liability under the Income Tax Act (Canada) `[Page 13, Page 20]`. * Because the units are not listed or traded on a stock exchange or other public market, the Fund is not subject to the SIFT (Specified Investment Flow-Through) tax regime `[Page 9, Page 20]`. ### 3. Fund Manager Maturity * **Established Maturity:** Romspen is a highly veteran, established private commercial mortgage manager. Its roots stretch back over 60 years, and its principals have been in the business of mortgage origination, servicing, and syndication since 1966 `[Page 3, Page 9]`. ### 4. Fund Size and Assets Under Management (AUM) * **Total Assets Overseen (RMIF):** The Fund oversees $2.9 billion of assets as of December 31, 2024 `[Page 4]`. * **Firm-wide AUM (Romspen Investment Corporation):** Oversees $3.1 billion of assets on behalf of retail and institutional investors globally as of December 31, 2024 `[Page 3]`. * **Net Mortgage Portfolio:** $2.5 billion (consisting of 99 mortgages and investments) as of December 31, 2024, down from $2.7 billion (129 mortgages and investments) as of December 31, 2023 `[Page 7, Page 9]`. * **Unitholders' Capital:** $2.6 billion as of December 31, 2024 `[Page 7]`. ### 5. Fund Fees and Expenses * **Mortgage Origination and Capital Raising Agreement Fees:** * **Capital Raising Fee:** Romspen receives fees totaling 0.33% per annum, calculated daily and payable monthly, of the principal balance of all mortgage investments and the fair market value of all other non-mortgage investments of the Partnership `[Page 20]`. * **Mortgage Origination Fee (Partnership):** Romspen receives fees totaling 0.67% per annum, calculated daily and payable monthly, of the principal balance of all mortgage investments and the fair market value of all other non-mortgage investments of the Partnership `[Page 20]`. (Combined with the capital raising fee, this totals a 1.0% per annum management-level fee of the Partnership's assets) `[Page 13, Page 20]`. * **USMLP Mortgage Origination Fee:** Romspen receives fees totaling 1.0% per annum, calculated daily and payable monthly, of the principal balance of USMLP's mortgage investments and the fair market value of all other non-mortgage investments `[Page 20]`. * **Borrower-Paid Fees:** Romspen retains the right to receive all lender, broker, origination, commitment, renewal, extension, discharge, participation, and administrative fees charged directly to borrowers `[Page 13, Page 20]`. These fees totaled $17,166 thousand during the fiscal year 2024 `[Page 20]`. * **Termination Fees:** If management agreements are terminated, the agreements contain provisions for termination fees equal to 2% of the fair market value of the Partnership's assets under management on the date the termination notice is received `[Page 21]`. * **Financing and Management Expenses:** For the year ended December 31, 2024, combined management fees paid were $21,770 thousand and financing costs were $30,336 thousand `[Page 10]`. ### 6. GP Commitment and Alignment of Interests * **Trustee and Management Investment:** The Trustees and the Management team are collectively the largest non-institutional investor in the Fund `[Page 29]`. * **Employee Investments:** Employees and directors of Romspen, along with related parties, are permitted to invest in the Fund and Partnership's investments `[Page 20]`. * **Purchase Option:** The Partnership has granted Romspen an option to purchase any mortgage investment held by the Partnership for a price equal to the principal amount plus accrued interest `[Page 13, Page 27]`. ### 7. Leverage and Borrowing Limits * **Maximum Borrowing Policy:** Pursuant to its investment policies, the Fund may borrow up to 35% of the book value of mortgages held `[Page 13, Page 28]`. * **Actual Outstanding Leverage:** Borrowings totaled approximately 9% of the book value of investments as of December 31, 2024, compared to 6% as of December 31, 2023 `[Page 13, Page 28]`. * **Term Credit Facility Details:** On May 16, 2024, the Partnership secured a $225,000 thousand Term Credit Facility, split into: * *Tranche A:* Principal amount of $50,000 thousand `[Page 26]`. * *Tranche B:* Principal amount of $175,000 thousand `[Page 26]`. * **Revolving Loan Facility:** The Partnership's revolving loan facility was amended on May 16, 2024, to a maximum amount of $150,000 thousand. On April 11, 2025, it was amended and restated to a maximum of $102,000 thousand `[Page 26]`. ### 8. Redemption Terms and Structural Flexibility * **Normal Course Redemptions:** Unitholders have a limited right to redeem their units on a monthly basis, upon a minimum of 30 days’ notice. Under normal terms, monthly redemptions are capped at 1% of the aggregate fair market value of units outstanding `[Page 19]`. * **Redemption Extensions / Suspension:** Trustees have the absolute discretion to extend the payment timeline or suspend redemption rights if normal redemptions would exceed 3% of total units outstanding or be materially prejudicial to remaining unitholders `[Page 19]`. * *Current Status:* Redemptions were extended on November 8, 2022, and remain suspended as of December 31, 2024 `[Page 19]`. * **Run-Off Pool Units:** Introduced in 2022 to resolve pending redemption requests. Run-Off Pool units represent a proportionate share of each asset and liability of the Fund. Liquid cash proceeds generated from the repayment or sale of the underlying mortgages are distributed to Run-Off Pool unitholders on a quarterly basis `[Page 18, Page 20]`. * If the net asset value of the Run-Off Pool Units in the aggregate drops below $100 million, the Trustees have the right to redeem all outstanding Run-Off Pool Units in cash at a redemption discount of up to 12% `[Page 20]`. ### 9. Core Investment Strategy & Concentration Limits * **Strategy:** Primarily invests in short-term, first mortgage commercial loans secured by real estate across North America, focusing on capital preservation, absolute returns, and low correlation with public equities or fixed-income markets `[Page 4]`. * **Loan Terms:** Initial terms typically range from 12 to 24 months, with loan-to-value (LTV) ratios of approximately 65% at underwriting, often backed by full recourse personal guarantees `[Page 27]`. * **Portfolio Concentration Limits:** * **Subordinate Mortgages:** No more than 20% of the Fund’s capital may be invested in subordinate mortgages `[Page 27]`. * **Single Borrower/Mortgage Limit:** No more than 10% of the Fund’s capital may be invested in any single mortgage or allocated to any single borrower `[Page 27]`.