confidential offering memorandum - roi …roicapital.ca/downloads/pp_wrapper_combo_dec10.pdf ·...

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This Confidential Offering Memorandum is (i) for use by purchasers RESIDENT in British Columbia, New Brunswick, Nova Scotia and Newfoundland & Labrador who are INVESTING UNDER THE OFFERING MEMORANDUM EXEMPTION, who are not accredited investors and who are making a minimum investment of less than $150,000 in the ROI Private Placement Fund, ROI High Yield Private Placement Fund, ROI Institutional Private Placement Fund or ROI Strategic Private Placement Fund (the “Funds”); and (ii) for use in Alberta by purchasers who are not accredited investors and who are making a minimum investment of not less than $150,000 (the “minimum amount”) any of the Funds. This Confidential Offering Memorandum is qualified in its entirety by the more detailed information contained in the Offering Memorandum (the “OM”) hereof in respect of the Funds and incorporates herein by reference the OM (and the OM, collectively with this Confidential Offering Memorandum, is referred to herein as the “Qualifying Purchaser OM”). Unless otherwise defined herein, all defined terms used in this Confidential Offering Memorandum have the meanings ascribed thereto in the OM. To view previous versions of the Confidential Offering Memorandum, please visit the archived literature section of our website at roicapital.ca. THIS CONFIDENTIAL OFFERING MEMORANDUM MUST BE ACCOMPANIED BY: • Offering Memorandum • Semi-Annual Report for the semi-annual period ended June 30 (to be published 60 days after this date) • Annual Report for the annual period ended December 31 (to be published 90 days after this date) Return On Innovation Management Ltd. 37 Front Street East, 4th Floor Toronto, Ontario, Canada M5E 1B3 Toll Free: 1 866 764-3863 Tel: 416 361-6162 Fax: 416 361-3013 roicapital.ca [email protected] CONFIDENTIAL OFFERING MEMORANDUM December 31, 2010 CONTINUOUS OFFERING (To be accompanied by the Offering Memorandum)

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Page 1: CONFIDENTIAL OFFERING MEMORANDUM - ROI …roicapital.ca/downloads/PP_Wrapper_Combo_Dec10.pdf · This Confidential Offering Memorandum is qualified in its entirety by the more

This Confidential Offering Memorandum is (i) for use by purchasers RESIDENT inBritish Columbia, New Brunswick, Nova Scotia and Newfoundland & Labrador who areINVESTING UNDER THE OFFERING MEMORANDUM EXEMPTION, who are not accreditedinvestors and who are making a minimum investment of less than $150,000 in theROI Private Placement Fund, ROI High Yield Private Placement Fund, ROI InstitutionalPrivate Placement Fund or ROI Strategic Private Placement Fund (the “Funds”); and (ii) foruse in Alberta by purchasers who are not accredited investors and who are making aminimum investment of not less than $150,000 (the “minimum amount”) any of the Funds.

This Confidential Offering Memorandum is qualified in its entirety by the more detailed information contained in theOffering Memorandum (the “OM”) hereof in respect of the Funds and incorporates herein by reference the OM(and the OM, collectively with this Confidential Offering Memorandum, is referred to herein as the “Qualifying Purchaser OM”).Unless otherwise defined herein, all defined terms used in this Confidential Offering Memorandum have the meaningsascribed thereto in the OM. To view previous versions of the Confidential Offering Memorandum, please visit the archivedliterature section of our website at roicapital.ca.

THIS CONFIDENTIAL OFFERING MEMORANDUM MUST BE ACCOMPANIED BY:

• Offering Memorandum

• Semi-Annual Report for the semi-annual period ended June 30 (to be published 60days after this date)

• Annual Report for the annual period ended December 31 (to be published 90 daysafter this date)

Return On Innovation Management Ltd.

37 Front Street East, 4th Floor

Toronto, Ontario, Canada M5E 1B3

Toll Free: 1 866 764-3863 Tel: 416 361-6162 Fax: 416 361-3013

roicapital.ca [email protected]

C O N F I D E N T I A L O F F E R I N G M E M O R A N D U M

December 31, 2010C O N T I N U O U S O F F E R I N G

(To be accompanied by the Offering Memorandum)

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Resale Restrictions:Unless permitted under securities legislation, you cannot trade Units of the Funds before the date that is four monthsand a day after the date the Funds become a reporting issuer in any province or territory in Canada.

Purchaser’s Rights:Two-Day Cancellation Right – You can cancel your agreement to purchase Units of the Funds. To do so, you must senda notice to us by midnight on the second business day after you sign the agreement.

Subscription Procedure:Consideration received by the Funds for Units of the Funds will be held in trust until the expiry of the two-day cancellation period.

NAME AND MUNICIPALITYOF RESIDENCE

John F. SterlingToronto, Ontario

Fernando CiprianoBurlington, Ontario

Willem F. Vos (Wilfred)Burlington, Ontario

Neil MacphersonBurlington, Ontario

Roy ThomasWhitby, Ontario

David Dundas, C.A.Toronto, Ontario

Jasmina JhootiBurlington, Ontario

POSITION WITH THEMANAGER

Director and Chief ExecutiveOfficer

Director and President

Director and Senior VicePresident, Investments

Senior Vice President,Investments

Vice President, Investments

Chief Financial Officer

Senior Vice President,Sales & Marketing

PRINCIPALOCCUPATION

Chief Executive Officer, ROI Managementand Chief Executive Officer andChief Financial Officer, ROI Advisors

President, ROI Management andPresident, ROI Advisors

Senior Vice President, Investments,ROI Management and Senior Vice President,Investments, ROI Advisors

Senior Vice President, Investments,ROI Management

Vice President, ROI Management

Chief Financial Officer, ROI Management

Senior Vice President Sales & Marketing,ROI Management

Directors, Management, Promoters and Principal Holders –Compensation and Securities Held:The name, municipality of residence, office and principal occupation of each of the directors and officers ofROI Management are set out below:

RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM 1

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The following is a brief biographical description ofthe directors and officers of the Manager and theInvestment Advisor:

John F. Sterling is the Chief Executive Officer (CEO) ofROI Management Ltd., ROI Advisors Ltd. and ROI Capital Ltd.Mr. Sterling co-founded the Manager and the Investment Advisor.Mr. Sterling has a long and successful career in investmentmanagement, completing over 90 investment transactions.Mr. Sterling has demonstrated investment success acrossa broad range of industries using senior, junior and equityinstruments. Some of Mr. Sterling’s notable investmentsinclude DocSpace, eVault, Selkirk Financial and Masterfile.Through Mr. Sterling’s sourcing and active management,investors were able to receive a rate of return equal to severaltimes their original capital investment. Mr. Sterling’s priorpositions include Director with the Bank of Montreal CapitalCorporation from 1998 to 2001, where he was part of a groupthat structured and managed the $200 million Small BusinessCapital Fund, as well as Manager of subordinated debt at theBusiness Development Bank of Canada. Mr. Sterling also hasheld positions in system engineering and sales andmanagement in the technology sector. Mr. Sterling holdsa Bachelor of Arts (Economics) degree from the Universityof Alberta and a Master of Business Administration fromthe University of Western Ontario (Ivey).

Fernando Cipriano is the President of ROI Management Ltd.,ROI Advisors Ltd. and ROI Capital Ltd. Mr. Cipriano previouslyserved as Chief Operating Officer of ROI Management.Between August 2001 and May 2002, Mr. Cipriano served asVice President of Institutional Asset Management of a venturecapital fund manager, responsible for marketing, brandawareness, strategic alliances, and the development andstructuring of institutional product offerings. From August1998 to August 2001, he was employed with FidelityInvestments, a mutual fund company, where he held seniorpositions in retail and institutional relationship management.Mr. Cipriano co-founded the Manager and Investment Advisor.Mr. Cipriano holds a Bachelor of Arts degree from McMasterUniversity and a Bachelor of Commerce degree as well as aBachelor of Education degree from the University of Windsor.

Willem F. Vos (Wilfred) is a Director and Officer ofROI Management and Director and Senior Vice President,Investments, ROI Advisors. Mr. Vos has published severalbest-selling investment books and published numerous articles.He has created award-winning products and services in theinvestment management industry. Prior to joining ROI in 2006he spent more than five years as Vice President of Product andBusiness Development at Fidelity Investments Canada. He wasinstrumental in creating products and services that raised over$5.5 billion in assets under administration during his tenure.He holds the following designations: Derivate Market Specialist(DMS), Certified Financial Planner (CFP), Chartered BusinessValuator (CBV), Chartered Financial Analyst (CFA), Bachelorsdegree in Christian Studies (Honours Business Administration)

from Redeemer College University, Financial ManagementAdvisor (FMA), Canadian Investment Manager (CIM) and anMBA from York University. He is also a Fellow of the CanadianSecurities Institute (FCSI) and a member of the CanadianInstitute of Business Valuators, Toronto Society of FinancialAnalysts and the CFA Institute.

Neil Macpherson is the Senior Vice President, Investmentsof ROI Management. He is responsible for sourcing andstructuring new transactions as well as managing existingportfolio investments. Prior to joining the Manager,Mr. Macpherson held a series of progressive positions with theBusiness Development Bank of Canada, including seniorpositions within the Bank's Corporate Finance division andas the Area Manager of the downtown Toronto commercialcentre. He has extensive experience in risk analysis andportfolio management in a wide variety of industries.Prior to beginning a career in financial services,Mr. Macpherson gained valuable sales and marketingexperience with Procter & Gamble where he was employedin the pharmaceutical division as a territory manager.He holds a Master of Business Administration from theDeGroote School of Business at McMaster University and aBachelor of Science degree also from McMaster University.

Roy Thomas is the Vice President, Investments ofROI Management. He is responsible for sourcing andstructuring new transactions as well as managing existingportfolio investments. Prior to joining the Manager,Mr. Thomas held a number of senior management positionswith ANZ Grindlays Bank, International Bank of Qatar and theBusiness Development Bank of Canada. He has extensiveexperience in international trade, retail and commercialbanking. He holds a Master of Business Administration and aBachelor of Commerce degree from the University of Pune.

David Dundas is the Chief Financial Officer ofROI Management. Between February 1994 and February2005, Mr. Dundas was employed by Loblaw CompaniesLimited, a food distributor, in various capacities, most recentlyas Director of Electronic Commerce, the group that pilotedLoblaw’s Egrocer initiative. Mr. Dundas, a CharteredAccountant, holds a Bachelor of Commerce degree from theUniversity of Alberta and a Master of Business Administrationfrom the University of Western Ontario.

Jasmina Jhooti is the Senior Vice President, Sales andMarketing of ROI Management. She joinedROI Management in October 2002 as Sales and MarketingManager. Between September 1999 and August 2002,Ms. Jhooti was employed by Fidelity Investments and FidelityIntermediary Services, a mutual fund company, in the capacityof client services and service solutions. Ms. Jhooti holds anHonours Bachelor of Commerce from the Degroote School ofBusiness at McMaster University.

RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM2

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM 3

January 4, 2010 389,715.839 A $109.32 $42,605,060.55January 4, 2010 92,465.062 A $109.32 $10,108,594.96January 4, 2010 220,634.622 A $109.32 $24,120,527.03January 4, 2010 52,263.484 F $110.86 $5,794,128.44January 4, 2010 35,776.704 F6 $101.74 $3,639,778.76January 4, 2010 141,856.451 O $111.98 $15,884,730.74January 4, 2010 91,887.063 6 $100.20 $9,207,212.35January 4, 2010 36,880.847 6 $100.20 $3,695,512.50January 4, 2010 126,345.137 6 $100.20 $12,659,959.61January 29, 2010 432,797.971 A $109.66 $47,459,283.83January 29, 2010 93,454.995 A $109.66 $10,247,985.04January 29, 2010 223,910.605 A $109.66 $24,553,342.82January 29, 2010 54,448.520 F $111.28 $6,058,927.85January 29, 2010 36,160.136 F6 $101.69 $3,677,276.10January 29, 2010 144,910.581 O $112.46 $16,296,354.12January 29, 2010 101,856.050 6 $100.09 $10,194,313.69January 29, 2010 39,397.358 6 $100.09 $3,943,104.27January 29, 2010 127,143.272 6 $100.09 $12,725,197.95February 1, 2010 433,329.432 A $109.70 $47,536,282.02February 1, 2010 93,454.995 A $109.70 $10,252,022.30February 1, 2010 224,534.396 A $109.70 $24,631,445.69February 1, 2010 54,448.520 F $111.33 $6,061,808.18February 1, 2010 36,160.136 F6 $101.74 $3,679,022.64February 1, 2010 147,120.505 O $112.52 $16,553,822.68February 1, 2010 101,603.925 6 $100.12 $10,173,072.67February 1, 2010 39,841.227 6 $100.12 $3,989,094.89February 1, 2010 127,143.272 6 $100.12 $12,730,194.68

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

Minimum Investment:For purchasers resident in British Columbia, New Brunswick,Nova Scotia and Newfoundland & Labrador who are notaccredited investors and who are making a minimuminvestment of less than $150,000, the minimum initialinvestment amount in Series O Units is $100,000 and inSeries R Units is $1,000,000. The minimum initialinvestment amount for any other Series of Units is$25,000. The minimum subsequent investment amountis $50 for any Series. Units of the Fund are offered on acontinuous basis in Canada through investment dealersand mutual fund dealers as permitted under the securitieslaws of each jurisdiction in which the Units are qualified forsale. You may purchase Units of the Fund through your Dealer.The Manager will determine, and from time to time maychange, the minimum amounts for initial and subsequentinvestments in any Series at any time without notice and inany single instance. The Manager also reserves the right toaccept a lower minimum investment.

CompensationManagement estimates that ROI Management Ltd. willreceive between $2,500,000 and $3,500,000 inmanagement fees for managing the Fund within thenext 12 months. The Manager received $2,641,511 incompensation for managing the Fund for the annual periodended December 31, 2010.

Securities HeldAs at December 31, 2010, Wilfred Vos owns 266.025 Units ofthe Fund.

Capital Structure – Share CapitalThe number of Units of the Fund issued and outstanding asat December 31, 2010 is 2,383,107.009.

ROI Private Placement Fund

Capital Structure – Prior Sales

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM

February 26, 2010 506,978.853 A $110.02 $55,775,886.89February 26, 2010 96,809.581 A $110.02 $10,650,622.23February 26, 2010 225,826.107 A $110.02 $24,844,530.15February 26, 2010 53,735.928 F $111.73 $6,003,775.52February 26, 2010 36,883.855 F6 $101.68 $3,750,457.34February 26, 2010 147,687.756 O $112.98 $16,685,939.90February 26, 2010 103,259.093 6 $99.99 $10,324,969.64February 26, 2010 39,916.362 6 $99.99 $3,991,272.96February 26, 2010 129,342.706 6 $99.99 $12,933,093.58March 1, 2010 511,338.592 A $110.09 $56,292,345.18March 1, 2010 96,782.416 A $110.09 $10,654,601.97March 1, 2010 226,651.186 A $110.09 $24,951,621.09March 1, 2010 53,959.757 F $111.81 $6,033,229.64March 1, 2010 36,883.855 F6 $101.76 $3,753,219.94March 1, 2010 148,573.173 O $113.07 $16,799,436.10March 1, 2010 103,259.093 6 $100.06 $10,331,733.11March 1, 2010 39,911.365 6 $100.06 $3,993,387.50March 1, 2010 129,342.706 6 $100.06 $12,941,565.53March 31, 2010 540,567.144 A $110.50 $59,734,723.57March 31, 2010 103,145.144 A $110.50 $11,397,930.36March 31, 2010 228,980.043 A $110.50 $25,303,164.88March 31, 2010 77,856.390 F $112.32 $8,745,187.86March 31, 2010 47,990.206 F6 $101.80 $4,885,580.53March 31, 2010 146,398.823 O $113.66 $16,639,163.19March 31, 2010 105,586.711 6 $100.01 $10,559,906.46March 31, 2010 38,893.642 6 $100.01 $3,889,819.26March 31, 2010 132,700.642 6 $100.01 $13,271,616.80April 1, 2010 540,556.648 A $110.52 $59,740,699.07April 1, 2010 103,145.144 A $110.52 $11,399,291.88April 1, 2010 230,681.596 A $110.52 $25,494,237.95April 1, 2010 77,856.390 F $112.34 $8,746,472.49April 1, 2010 47,990.206 F6 $101.82 $4,886,295.59April 1, 2010 146,164.161 O $113.68 $16,615,225.62April 1, 2010 105,586.711 6 $100.02 $10,561,162.95April 1, 2010 38,888.643 6 $100.02 $3,889,782.07April 1, 2010 132,700.642 6 $100.02 $13,273,195.94April 30, 2010 580,888.529 A $110.92 $64,433,491.68April 30, 2010 129,336.574 A $110.92 $14,346,310.26April 30, 2010 247,187.384 A $110.92 $27,418,593.16April 30, 2010 84,338.160 F $112.84 $9,516,895.08April 30, 2010 49,294.502 F6 $101.85 $5,020,625.31April 30, 2010 188,808.025 O $114.24 $21,569,976.32April 30, 2010 99,687.207 6 $99.97 $9,965,381.18April 30, 2010 37,071.473 6 $99.97 $3,705,905.41April 30, 2010 117,706.414 6 $99.97 $11,766,698.24May 3, 2010 582,006.491 A $110.96 $64,579,731.24May 3, 2010 130,359.133 A $110.96 $14,464,714.58May 3, 2010 247,921.293 A $110.96 $27,509,470.63May 3, 2010 84,870.074 F $112.89 $9,581,008.11May 3, 2010 49,294.502 F6 $101.89 $5,022,764.69May 3, 2010 188,552.594 O $114.30 $21,551,146.68May 3, 2010 99,666.033 6 $100.00 $9,966,702.97May 3, 2010 37,071.473 6 $100.00 $3,707,184.37May 3, 2010 117,706.414 6 $100.00 $11,770,759.11May 31, 2010 637,813.747 A $111.35 $71,022,219.04May 31, 2010 126,547.690 A $111.35 $14,091,414.31May 31, 2010 250,509.359 A $111.35 $27,894,868.45

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

4

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM 5

May 31, 2010 88,101.397 F $113.38 $9,988,539.94May 31, 2010 50,326.065 F6 $101.91 $5,128,598.44May 31, 2010 187,409.702 O $114.85 $21,523,760.64May 31, 2010 104,014.304 6 $99.93 $10,394,201.41May 31, 2010 37,730.006 6 $99.93 $3,770,378.36May 31, 2010 118,830.264 6 $99.93 $11,874,767.70June 1, 2010 639,799.045 A $111.37 $71,251,348.61June 1, 2010 126,547.690 A $111.37 $14,093,008.81June 1, 2010 251,161.798 A $111.37 $27,970,683.87June 1, 2010 88,101.397 F $113.39 $9,989,931.94June 1, 2010 50,326.065 F6 $101.92 $5,129,318.10June 1, 2010 187,398.245 O $114.87 $21,525,855.47June 1, 2010 104,014.304 6 $99.94 $10,395,376.77June 1, 2010 37,725.003 6 $99.94 $3,770,304.70June 1, 2010 119,004.262 6 $99.94 $11,893,500.15June 30, 2010 680,933.163 A $111.73 $76,080,662.30June 30, 2010 131,616.788 A $111.73 $14,705,543.72June 30, 2010 253,332.226 A $111.73 $28,304,809.61June 30, 2010 111,066.061 F $113.85 $12,645,270.88June 30, 2010 65,274.413 F6 $101.91 $6,652,330.83June 30, 2010 194,253.479 O $115.40 $22,417,609.07June 30, 2010 98,767.072 6 $99.85 $9,861,437.81June 30, 2010 38,776.449 6 $99.85 $3,871,650.06June 30, 2010 119,847.171 6 $99.85 $11,966,188.73July 2, 2010 685,476.568 A $111.75 $76,604,062.90July 2, 2010 131,616.788 A $111.75 $14,708,570.91July 2, 2010 253,611.295 A $111.75 $28,341,823.05July 2, 2010 111,066.061 F $113.88 $12,648,591.76July 2, 2010 194,242.080 O $115.44 $22,423,150.32July 2, 2010 98,767.072 6 $99.87 $9,863,442.78July 2, 2010 38,776.449 6 $99.87 $3,872,437.22July 2, 2010 119,785.781 6 $99.87 $11,962,490.87July 2, 2010 67,237.496 F $101.94 $6,854,190.34August 4, 2010 741,512.480 A $112.20 $83,199,257.43August 4, 2010 136,785.707 A $112.20 $15,347,643.58August 4, 2010 259,810.107 A $112.20 $29,151,239.61August 4, 2010 113,943.438 F $114.45 $13,040,735.32August 4, 2010 200,001.476 O $116.10 $23,219,251.36August 4, 2010 103,609.278 6 $99.84 $10,344,339.95August 4, 2010 39,080.772 6 $99.84 $3,901,820.37August 4, 2010 121,758.977 6 $99.84 $12,156,404.09August 4, 2010 67,831.321 F6 $102.02 $6,920,212.42August 31, 2010 780,360.892 A $112.49 $87,779,597.26August 31, 2010 141,889.038 A $112.49 $15,960,516.14August 31, 2010 263,857.878 A $112.49 $29,680,290.88August 31, 2010 116,169.177 F $114.83 $13,339,462.64August 31, 2010 237,876.949 O $116.55 $27,723,797.20August 31, 2010 106,887.189 6 $99.67 $10,652,965.14August 31, 2010 44,152.108 6 $99.67 $4,400,441.92August 31, 2010 125,298.474 6 $99.67 $12,487,935.06August 31, 2010 67,411.287 F6 $101.93 $6,871,374.05September 1, 2010 782,368.317 A $112.51 $88,022,538.14September 1, 2010 141,889.038 A $112.51 $15,963,623.51September 1, 2010 265,058.900 A $112.51 $29,821,193.71September 1, 2010 118,347.230 F $114.85 $13,592,605.42September 1, 2010 237,876.949 O $116.58 $27,730,600.48September 1, 2010 106,884.681 6 $99.68 $10,654,788.74

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM

September 1, 2010 44,147.092 6 $99.68 $4,400,798.45September 1, 2010 125,869.611 6 $99.68 $12,547,299.59September 1, 2010 67,411.287 F6 $101.95 $6,872,911.02September 30, 2010 827,575.252 A $112.83 $93,377,550.14September 30, 2010 142,399.818 A $112.83 $16,067,355.94September 30, 2010 278,322.629 A $112.83 $31,403,893.70September 30, 2010 147,264.228 F $115.29 $16,978,225.38September 30, 2010 262,248.753 O $117.07 $30,701,749.99September 30, 2010 110,318.686 6 $99.55 $10,981,783.92September 30, 2010 44,207.448 6 $99.55 $4,400,674.62September 30, 2010 128,351.590 6 $99.55 $12,776,887.38September 30, 2010 68,529.487 F6 $101.92 $6,984,244.34October 1, 2010 829,858.656 A $112.85 $93,646,229.89October 1, 2010 143,463.611 A $112.85 $16,189,294.65October 1, 2010 278,365.095 A $112.85 $31,412,387.51October 1, 2010 147,264.228 F $115.31 $16,980,787.78October 1, 2010 262,237.517 O $117.09 $30,705,390.87October 1, 2010 110,216.480 6 $99.56 $10,972,899.25October 1, 2010 44,202.426 6 $99.56 $4,400,691.87October 1, 2010 131,516.783 6 $99.56 $13,093,508.43October 1, 2010 68,529.487 F6 $101.93 $6,985,292.85November 2, 2010 887,925.659 A $113.21 $100,520,554.38November 2, 2010 150,057.261 A $113.21 $16,987,727.42November 2, 2010 283,002.962 A $113.21 $32,038,284.22November 2, 2010 162,351.382 F $115.79 $18,799,413.34November 2, 2010 276,161.550 O $117.65 $32,491,511.00November 2, 2010 116,109.206 6 $99.45 $11,546,944.43November 2, 2010 45,769.327 6 $99.45 $4,551,713.80November 2, 2010 135,424.745 6 $99.45 $13,467,855.47November 2, 2010 73,282.617 F6 $101.93 $7,470,056.24November 30, 2010 951,271.644 A $113.65 $108,114,400.52November 30, 2010 125,682.307 A $113.65 $14,284,108.40November 30, 2010 287,575.713 A $113.65 $32,683,698.72November 30, 2010 161,073.664 F $116.35 $18,741,613.42November 30, 2010 332,913.919 O $118.27 $39,372,597.29November 30, 2010 120,614.205 6 $99.41 $11,990,330.49November 30, 2010 46,753.207 6 $99.41 $4,647,764.36November 30, 2010 131,807.348 6 $99.41 $13,103,047.55November 30, 2010 77,897.593 F6 $102.00 $7,945,570.07December 1, 2010 950,992.523 A $113.67 $108,097,227.91December 1, 2010 123,671.334 A $113.67 $14,057,448.46December 1, 2010 287,393.228 A $113.67 $32,667,355.96December 1, 2010 161,233.253 F $116.37 $18,763,310.21December 1, 2010 335,790.611 O $118.29 $39,720,402.74December 1, 2010 120,912.309 6 $99.42 $12,021,621.68December 1, 2010 46,190.748 6 $99.42 $4,592,482.79December 1, 2010 131,807.348 6 $99.42 $13,104,853.31December 1, 2010 78,389.200 F6 $102.02 $7,997,078.05December 31, 2010 983,725.576 A $114.19 $112,335,263.31December 31, 2010 131,716.221 A $114.19 $15,041,162.63December 31, 2010 296,267.078 A $114.19 $33,831,833.83December 31, 2010 170,677.126 F $117.00 $19,969,957.65December 31, 2010 372,068.838 O $118.98 $44,270,350.24December 31, 2010 122,520.160 6 $99.48 $12,188,440.29December 31, 2010 47,863.660 6 $99.48 $4,761,529.55December 31, 2010 131,873.874 6 $99.48 $13,118,958.05December 31, 2010 84,443.534 F6 $102.14 $8,625,290.56

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

6

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM 7

Minimum Investment:For purchasers resident in British Columbia, New Brunswick,Nova Scotia and Newfoundland & Labrador who are notaccredited investors and who are making a minimuminvestment of less than $150,000, the minimum initialinvestment amount in Series O Units is $100,000 andin Series R Units is $1,000,000. The minimum initialinvestment amount for any other Series of Units is$25,000. The minimum subsequent investment amountis $50 for any Series. Units of the Fund are offered on acontinuous basis in Canada through investment dealersand mutual fund dealers as permitted under the securitieslaws of each jurisdiction in which the Units are qualified forsale. You may purchase Units of the Fund through your Dealer.The Manager will determine, and from time to time maychange, the minimum amounts for initial and subsequentinvestments in any Series at any time without notice and inany single instance. The Manager also reserves the right toaccept a lower minimum investment.

CompensationManagement estimates that ROI Management Ltd. willreceive between $3,500,000 and $4,500,000 inmanagement fees for managing the Fund within the next12 months. The Manager received $2,698,186 incompensation for managing the Fund for the annual periodended December 31, 2010.

Securities HeldAs at December 31, 2010, John Sterling owns 396.725 Unitsof the Fund and Wilfred Vos owns 240.754 Units of the Fund.

Capital Structure – Share CapitalThe number of Units of the Fund issued and outstanding asat December 31, 2010 is 2,946,705.901.

ROI High Yield Private Placement Fund

January 4, 2010 297,857.065 A $125.13 $37,271,718.33January 4, 2010 80,758.373 A $125.13 $10,105,529.41January 4, 2010 215,558.944 A $125.13 $26,973,515.78January 4, 2010 92,519.773 F $128.46 $11,885,090.04January 4, 2010 2,595.774 F5 $111.36 $289,064.09January 4, 2010 94,576.842 F7 $104.68 $9,900,701.04January 4, 2010 91,058.007 O $128.84 $11,731,895.41January 4, 2010 94,285.855 R $118.55 $11,177,955.83January 4, 2010 14,203.031 5 $107.90 $1,532,522.67January 4, 2010 9,415.339 5 $107.90 $1,015,925.43January 4, 2010 195,010.091 7 $101.22 $19,738,589.89January 4, 2010 26,416.155 7 $101.22 $2,673,798.30January 4, 2010 121,177.284 7 $101.22 $12,265,358.69January 29, 2010 313,247.316 A $125.72 $39,382,736.88January 29, 2010 82,367.833 A $125.72 $10,355,621.67January 29, 2010 223,917.832 A $125.72 $28,151,867.90January 29, 2010 95,743.789 F $129.16 $12,366,669.91January 29, 2010 4,853.072 F5 $111.54 $541,325.24January 29, 2010 94,239.573 F7 $104.66 $9,862,896.96January 29, 2010 94,900.456 O $129.60 $12,298,918.79January 29, 2010 102,609.617 R $119.40 $12,252,039.75January 29, 2010 15,237.236 5 $107.98 $1,645,331.98January 29, 2010 10,169.654 5 $107.98 $1,098,129.41January 29, 2010 197,100.840 7 $101.10 $19,926,185.36January 29, 2010 32,306.472 7 $101.10 $3,266,068.02January 29, 2010 122,108.841 7 $101.10 $12,344,764.23February 1, 2010 314,692.089 A $126.07 $39,671,721.14

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

Capital Structure – Prior Sales

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February 1, 2010 83,163.435 A $126.07 $10,484,015.07February 1, 2010 223,819.079 A $126.07 $28,215,796.96February 1, 2010 95,937.404 F $129.53 $12,426,416.97February 1, 2010 4,853.072 F5 $111.86 $542,842.80February 1, 2010 94,239.573 F7 $104.95 $9,890,546.85February 1, 2010 94,900.456 O $129.97 $12,333,984.51February 1, 2010 102,609.617 R $119.76 $12,288,917.65February 1, 2010 15,329.502 5 $108.27 $1,659,784.97February 1, 2010 10,169.654 5 $108.27 $1,101,108.10February 1, 2010 197,343.715 7 $101.37 $20,004,870.53February 1, 2010 32,850.651 7 $101.37 $3,330,093.49February 1, 2010 122,086.724 7 $101.37 $12,376,016.67February 26, 2010 357,418.794 A $126.60 $45,248,361.52February 26, 2010 90,160.036 A $126.60 $11,414,044.17February 26, 2010 235,000.847 A $126.60 $29,750,543.23February 26, 2010 104,419.747 F $130.17 $13,592,318.47February 26, 2010 4,866.371 F5 $111.98 $544,945.47February 26, 2010 94,907.376 F7 $104.87 $9,953,240.22February 26, 2010 97,773.249 O $130.66 $12,775,189.60February 26, 2010 186,919.033 R $120.50 $22,524,472.46February 26, 2010 14,999.488 5 $108.30 $1,624,447.55February 26, 2010 10,188.331 5 $108.30 $1,103,398.28February 26, 2010 202,049.714 7 $101.20 $20,447,127.98February 26, 2010 35,908.019 7 $101.20 $3,633,837.66February 26, 2010 123,577.495 7 $101.20 $12,505,857.13March 1, 2010 359,013.885 A $126.69 $45,482,822.87March 1, 2010 92,082.925 A $126.69 $11,665,820.02March 1, 2010 237,095.254 A $126.69 $30,037,170.96March 1, 2010 103,823.001 F $130.27 $13,525,531.07March 1, 2010 3,651.135 F5 $112.07 $409,190.37March 1, 2010 94,907.376 F7 $104.96 $9,961,259.90March 1, 2010 97,773.249 O $130.77 $12,785,788.22March 1, 2010 186,919.033 R $120.62 $22,546,061.61March 1, 2010 14,999.488 5 $108.38 $1,625,608.51March 1, 2010 10,188.331 5 $108.38 $1,104,186.86March 1, 2010 202,539.483 7 $101.27 $20,511,335.47March 1, 2010 35,908.019 7 $101.27 $3,636,433.81March 1, 2010 123,555.356 7 $101.27 $12,512,549.75March 31, 2010 380,758.889 A $127.33 $48,480,887.06March 31, 2010 97,588.318 A $127.33 $12,425,627.77March 31, 2010 250,572.932 A $127.33 $31,904,699.71March 31, 2010 107,733.305 F $131.05 $14,118,546.58March 31, 2010 3,659.793 F5 $112.31 $411,020.37March 31, 2010 94,365.644 F7 $104.98 $9,906,694.04March 31, 2010 109,014.538 O $131.58 $14,344,012.99March 31, 2010 228,074.480 R $121.52 $27,716,021.34March 31, 2010 17,015.675 5 $108.49 $1,846,107.15March 31, 2010 11,127.305 5 $108.49 $1,207,251.39March 31, 2010 218,130.928 7 $101.18 $22,070,792.68March 31, 2010 37,436.239 7 $101.18 $3,787,851.07March 31, 2010 127,721.408 7 $101.18 $12,923,030.87April 1, 2010 382,350.659 A $127.34 $48,689,335.85April 1, 2010 97,871.153 A $127.34 $12,463,118.15April 1, 2010 250,774.943 A $127.34 $31,934,207.87April 1, 2010 108,083.853 F $131.07 $14,166,593.85April 1, 2010 3,659.793 F5 $112.32 $411,081.49April 1, 2010 94,365.644 F7 $105.00 $9,908,166.14April 1, 2010 109,584.779 O $131.60 $14,421,302.12April 1, 2010 228,074.480 R $121.55 $27,721,517.94

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

8

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April 1, 2010 17,153.979 5 $108.51 $1,861,335.38April 1, 2010 11,127.305 5 $108.51 $1,207,396.05April 1, 2010 217,616.527 7 $101.19 $22,021,356.26April 1, 2010 37,436.239 7 $101.19 $3,788,300.31April 1, 2010 127,699.252 7 $101.19 $12,922,321.49April 30, 2010 402,529.030 A $127.93 $51,494,492.23April 30, 2010 100,477.164 A $127.93 $12,853,782.35April 30, 2010 260,489.376 A $127.93 $33,323,728.60April 30, 2010 113,500.818 F $131.79 $14,958,068.50April 30, 2010 3,820.042 F5 $112.51 $429,788.34April 30, 2010 104,854.766 F7 $104.97 $11,006,887.89April 30, 2010 141,500.944 O $132.35 $18,727,819.74April 30, 2010 195,104.956 R $122.38 $23,877,529.83April 30, 2010 21,740.327 5 $108.58 $2,360,512.53April 30, 2010 2,185.612 5 $108.58 $237,308.51April 30, 2010 11,146.084 5 $108.58 $1,210,215.05April 30, 2010 219,709.290 7 $101.06 $22,203,425.37April 30, 2010 37,410.140 7 $101.06 $3,780,601.41April 30, 2010 127,060.570 7 $101.06 $12,840,512.50May 3, 2010 405,223.768 A $127.99 $51,862,888.13May 3, 2010 102,041.103 A $127.99 $13,059,812.20May 3, 2010 260,518.676 A $127.99 $33,342,691.16May 3, 2010 113,743.718 F $131.86 $14,998,269.40May 3, 2010 3,820.042 F5 $112.57 $430,023.27May 3, 2010 104,831.076 F7 $105.03 $11,010,418.40May 3, 2010 144,506.365 O $132.43 $19,136,486.60May 3, 2010 195,104.956 R $122.47 $23,893,801.58May 3, 2010 21,970.658 5 $108.63 $2,386,608.86May 3, 2010 2,185.612 5 $108.63 $237,416.69May 3, 2010 11,146.084 5 $108.63 $1,210,766.78May 3, 2010 219,709.290 7 $101.10 $22,213,553.97May 3, 2010 37,410.140 7 $101.10 $3,782,326.02May 3, 2010 127,060.570 7 $101.10 $12,846,369.99May 31, 2010 429,897.776 A $128.64 $55,301,534.03May 31, 2010 106,540.651 A $128.64 $13,705,261.50May 31, 2010 267,562.182 A $128.64 $34,418,878.02May 31, 2010 118,777.269 F $132.64 $15,755,187.09May 31, 2010 3,873.681 F5 $112.81 $436,989.95May 31, 2010 110,867.318 F7 $105.06 $11,647,188.27May 31, 2010 149,917.433 O $133.24 $19,975,358.57May 31, 2010 280,505.873 R $123.35 $34,600,006.73May 31, 2010 26,543.136 5 $108.75 $2,886,629.74May 31, 2010 2,185.612 5 $108.75 $237,690.55May 31, 2010 14,702.077 5 $108.75 $1,598,886.16May 31, 2010 253,831.135 7 $101.02 $25,642,173.56May 31, 2010 39,625.210 7 $101.02 $4,002,962.49May 31, 2010 129,365.458 7 $101.02 $13,068,576.19June 1, 2010 430,649.579 A $128.66 $55,405,307.72June 1, 2010 106,579.576 A $128.66 $13,712,016.67June 1, 2010 272,347.292 A $128.66 $35,038,895.32June 1, 2010 118,792.344 F $132.67 $15,759,669.47June 1, 2010 3,873.681 F5 $112.83 $437,058.91June 1, 2010 110,867.318 F7 $105.07 $11,649,017.58June 1, 2010 149,906.910 O $133.26 $19,977,254.42June 1, 2010 280,505.873 R $123.37 $34,606,991.32June 1, 2010 26,543.136 5 $108.77 $2,886,998.69June 1, 2010 2,185.612 5 $108.77 $237,720.93June 1, 2010 14,702.077 5 $108.77 $1,599,090.52June 1, 2010 259,056.935 7 $101.03 $26,173,428.84

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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June 1, 2010 39,625.210 7 $101.03 $4,003,473.65June 1, 2010 128,727.529 7 $101.03 $13,005,792.80June 30, 2010 459,358.753 A $129.27 $59,382,684.08June 30, 2010 114,194.282 A $129.27 $14,762,237.42June 30, 2010 287,259.005 A $129.27 $37,134,833.35June 30, 2010 139,817.540 F $133.42 $18,654,498.13June 30, 2010 4,765.443 F5 $113.04 $538,683.77June 30, 2010 126,213.552 F7 $105.07 $13,261,144.32June 30, 2010 150,595.875 O $134.05 $20,186,985.49June 30, 2010 264,324.172 R $124.30 $32,856,763.34June 30, 2010 31,750.433 5 $108.86 $3,456,336.26June 30, 2010 2,185.612 5 $108.86 $237,924.63June 30, 2010 16,206.334 5 $108.86 $1,764,213.42June 30, 2010 336,504.335 7 $100.92 $33,960,017.49June 30, 2010 41,421.060 7 $100.92 $4,180,213.38June 30, 2010 133,899.164 7 $100.92 $13,513,103.63July 2, 2010 31,750.433 5 $108.89 $3,457,342.75July 2, 2010 16,206.334 5 $108.89 $1,764,727.16July 2, 2010 2,185.612 5 $108.89 $237,993.91July 2, 2010 341,938.549 7 $100.95 $34,518,491.36July 2, 2010 133,899.164 7 $100.95 $13,517,040.27July 2, 2010 41,421.060 7 $100.95 $4,181,431.15July 2, 2010 460,627.919 A $129.31 $59,564,164.71July 2, 2010 287,755.349 A $129.31 $37,209,874.38July 2, 2010 114,225.215 A $129.31 $14,770,553.93July 2, 2010 140,292.339 F $133.47 $18,724,509.84July 2, 2010 150,585.426 O $134.10 $20,193,053.87July 2, 2010 264,324.172 R $124.37 $32,872,807.81July 2, 2010 4,765.443 F5 $113.08 $538,878.20July 2, 2010 126,213.552 F7 $105.11 $13,265,852.08August 4, 2010 42,728.370 5 $108.93 $4,654,589.35August 4, 2010 18,576.595 5 $108.93 $2,023,630.23August 4, 2010 2,185.612 5 $108.93 $238,088.33August 4, 2010 436,079.781 7 $100.79 $43,951,565.36August 4, 2010 142,676.138 7 $100.79 $14,380,028.33August 4, 2010 49,634.823 7 $100.79 $5,002,589.58August 4, 2010 510,599.523 A $129.87 $66,313,091.85August 4, 2010 302,421.438 A $129.87 $39,276,379.42August 4, 2010 131,655.982 A $129.87 $17,098,557.35August 4, 2010 188,877.396 F $134.19 $25,344,683.37August 4, 2010 157,280.505 O $134.84 $21,207,939.21August 4, 2010 304,313.958 R $125.27 $38,122,626.77August 4, 2010 19,162.345 F5 $113.27 $2,170,536.06August 4, 2010 130,799.663 F7 $105.07 $13,743,055.19August 31, 2010 45,717.736 5 $108.81 $4,974,359.41August 31, 2010 20,027.272 5 $108.81 $2,179,085.35August 31, 2010 7,238.465 5 $108.81 $787,587.70August 31, 2010 485,471.473 7 $100.47 $48,773,862.48August 31, 2010 150,720.667 7 $100.47 $15,142,453.25August 31, 2010 51,846.439 7 $100.47 $5,208,856.19August 31, 2010 596,269.695 A $130.23 $77,654,348.95August 31, 2010 317,266.768 A $130.23 $41,318,793.36August 31, 2010 137,732.288 A $130.23 $17,937,371.70August 31, 2010 198,240.617 F $134.66 $26,696,052.86August 31, 2010 163,501.277 O $135.32 $22,125,434.26August 31, 2010 304,313.958 R $125.87 $38,303,480.56August 31, 2010 20,070.401 F5 $113.25 $2,272,976.93August 31, 2010 130,695.760 F7 $104.84 $13,702,783.89September 1, 2010 45,717.736 5 $108.82 $4,974,862.31

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

10

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September 1, 2010 20,119.214 5 $108.82 $2,189,310.50September 1, 2010 7,238.465 5 $108.82 $787,667.32September 1, 2010 489,361.189 7 $100.48 $49,169,691.00September 1, 2010 150,589.420 7 $100.48 $15,130,818.33September 1, 2010 51,846.439 7 $100.48 $5,209,390.21September 1, 2010 607,382.353 A $130.25 $79,109,668.59September 1, 2010 319,577.636 A $130.25 $41,623,996.40September 1, 2010 137,728.255 A $130.25 $17,938,678.26September 1, 2010 198,255.467 F $134.68 $26,701,581.59September 1, 2010 163,501.277 O $135.34 $22,128,344.58September 1, 2010 304,313.958 R $125.89 $38,310,023.31September 1, 2010 20,070.401 F5 $113.27 $2,273,279.99September 1, 2010 130,695.760 F7 $104.86 $13,704,587.49September 30, 2010 46,501.609 5 $108.75 $5,057,170.88September 30, 2010 20,149.822 5 $108.75 $2,191,345.53September 30, 2010 7,240.284 5 $108.75 $787,399.71September 30, 2010 567,800.190 7 $100.21 $56,901,187.56September 30, 2010 160,918.180 7 $100.21 $16,126,157.94September 30, 2010 54,871.333 7 $100.21 $5,498,842.84September 30, 2010 648,441.685 A $130.69 $84,742,185.20September 30, 2010 329,347.643 A $130.69 $43,041,093.14September 30, 2010 138,028.873 A $130.69 $18,038,427.49September 30, 2010 214,181.829 F $135.26 $28,970,726.81September 30, 2010 149,137.044 O $135.93 $20,272,228.22September 30, 2010 122,112.473 R $126.57 $15,455,482.64September 30, 2010 20,096.645 F5 $113.33 $2,277,496.51September 30, 2010 132,652.922 F7 $104.71 $13,890,034.40October 1, 2010 47,502.279 5 $108.76 $5,166,561.62October 1, 2010 20,149.822 5 $108.76 $2,191,585.31October 1, 2010 7,240.284 5 $108.76 $787,485.87October 1, 2010 567,738.827 7 $100.22 $56,901,283.29October 1, 2010 160,885.833 7 $100.22 $16,124,686.08October 1, 2010 54,871.333 7 $100.22 $5,499,446.43October 1, 2010 657,119.738 A $130.70 $85,885,681.18October 1, 2010 329,878.184 A $130.70 $43,115,144.62October 1, 2010 137,263.530 A $130.70 $17,940,370.82October 1, 2010 214,788.211 F $135.28 $29,056,892.85October 1, 2010 149,126.742 O $135.95 $20,273,899.88October 1, 2010 122,112.473 R $126.59 $15,458,401.13October 1, 2010 20,457.198 F5 $113.34 $2,318,690.42October 1, 2010 132,652.922 F7 $104.72 $13,892,010.93November 2, 2010 52,830.517 5 $108.84 $5,750,142.15November 2, 2010 22,401.283 5 $108.84 $2,438,184.76November 2, 2010 16,022.623 5 $108.84 $1,743,923.12November 2, 2010 571,658.865 7 $100.09 $57,217,335.80November 2, 2010 163,938.174 7 $100.09 $16,408,571.84November 2, 2010 44,372.057 7 $100.09 $4,441,199.19November 2, 2010 696,387.399 A $131.31 $91,442,629.36November 2, 2010 333,993.933 A $131.31 $43,856,743.34November 2, 2010 146,842.782 A $131.31 $19,281,925.70November 2, 2010 221,542.302 F $136.06 $30,142,536.06November 2, 2010 156,982.796 O $136.77 $21,469,971.87November 2, 2010 97,361.523 R $127.55 $12,418,267.54November 2, 2010 22,087.767 F5 $113.57 $2,508,534.20November 2, 2010 137,106.556 F7 $104.72 $14,358,360.68November 30, 2010 66,728.494 5 $109.13 $7,282,274.06November 30, 2010 24,362.003 5 $109.13 $2,658,696.04November 30, 2010 18,306.987 5 $109.13 $1,997,894.58November 30, 2010 553,305.057 7 $100.15 $55,414,276.09

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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November 30, 2010 173,868.118 7 $100.15 $17,413,135.43November 30, 2010 44,072.768 7 $100.15 $4,413,949.42November 30, 2010 758,753.333 A $132.18 $100,290,953.30November 30, 2010 344,418.454 A $132.18 $45,524,749.06November 30, 2010 152,118.494 A $132.18 $20,106,809.57November 30, 2010 214,571.088 F $137.08 $29,414,177.20November 30, 2010 251,881.073 O $137.81 $34,712,234.43November 30, 2010 120,847.775 R $128.79 $15,564,009.11November 30, 2010 24,431.466 F5 $114.01 $2,785,389.91November 30, 2010 136,785.942 F7 $104.91 $14,350,842.39December 1, 2010 66,728.494 5 $109.15 $7,283,315.03December 1, 2010 24,362.003 5 $109.15 $2,659,076.08December 1, 2010 18,306.987 5 $109.15 $1,998,180.17December 1, 2010 553,541.880 7 $100.17 $55,445,909.89December 1, 2010 173,835.752 7 $100.17 $17,412,379.78December 1, 2010 44,072.768 7 $100.17 $4,414,579.66December 1, 2010 757,839.014 A $132.20 $100,184,498.84December 1, 2010 344,501.971 A $132.20 $45,542,333.76December 1, 2010 151,611.745 A $132.20 $20,042,708.82December 1, 2010 214,642.069 F $137.11 $29,429,402.37December 1, 2010 251,881.073 O $137.84 $34,718,506.27December 1, 2010 120,847.775 R $128.82 $15,567,392.85December 1, 2010 24,431.466 F5 $114.03 $2,785,912.74December 1, 2010 136,785.942 F7 $104.93 $14,353,509.72December 31, 2010 71,054.284 5 $109.20 $7,759,390.71December 31, 2010 24,392.254 5 $109.20 $2,663,724.39December 31, 2010 19,100.725 5 $109.20 $2,085,869.84December 31, 2010 534,063.131 7 $100.01 $53,412,294.61December 31, 2010 172,441.636 7 $100.01 $17,246,094.95December 31, 2010 44,738.358 7 $100.01 $4,474,336.87December 31, 2010 788,250.795 A $132.79 $104,669,221.84December 31, 2010 341,655.641 A $132.79 $45,367,325.10December 31, 2010 155,849.634 A $132.79 $20,694,758.60December 31, 2010 235,359.189 F $137.89 $32,453,372.60December 31, 2010 278,478.686 O $138.66 $38,613,464.73December 31, 2010 103,975.978 R $129.74 $13,489,406.69December 31, 2010 27,075.801 F5 $114.25 $3,093,518.57December 31, 2010 138,579.777 F7 $104.93 $14,541,189.86

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

12

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Minimum Investment:For purchasers resident in British Columbia, New Brunswick,Nova Scotia and Newfoundland & Labrador who are notaccredited investors and who are making a minimuminvestment of less than $150,000, the minimum initialinvestment amount in Series O Units is $100,000, Series IUnits is $1,000,000 and Series R Units is $1,000,000.The minimum initial investment amount for any other Seriesof Units is $25,000. The minimum subsequent investmentamount is $50 for any Series. Units of the Fund are offeredon a continuous basis in Canada through investment dealersand mutual fund dealers as permitted under the securitieslaws of each jurisdiction in which the Units are qualified forsale. You may purchase Units of the Fund through your Dealer.The Manager will determine, and from time to time maychange, the minimum amounts for initial and subsequentinvestments in any Series at any time without notice and inany single instance. The Manager also reserves the right toaccept a lower minimum investment.

ROI Institutional Private Placement Fund

CompensationManagement estimates that ROI Management Ltd. will receivebetween $500,000 and $1,000,000 in management fees formanaging the Fund within the next 12 months. The Managerreceived $252,549 in compensation for managing the Fund forthe annual period ended December 31, 2010.

Securities HeldAs at December 31, 2010, the directors, management,promoters and principal holders do not own Units of theFund, other than the 100 Units of the Fund owned byROI Management Ltd., which are described in greaterdetail below under “Capital Structure – Prior Sales.”

Capital Structure – Share CapitalThe number of Units of the Fund issued and outstanding as atDecember 31, 2010 is 474,212.916.

January 4, 2010 59,012.248 A $104.59 $6,172,138.23January 4, 2010 8,118.258 A $104.59 $849,095.10January 4, 2010 5,963.785 A $104.59 $623,757.04January 4, 2010 14,026.011 F $104.12 $1,460,389.67January 4, 2010 4,419.574 O $104.10 $460,084.72January 4, 2010 20.328 R $104.16 $2,117.36January 4, 2010 20.250 I $104.33 $2,112.73January 29, 2010 62,310.896 A $104.81 $6,530,717.77January 29, 2010 8,118.258 A $104.81 $850,863.26January 29, 2010 5,955.379 A $104.81 $624,174.94January 29, 2010 16,134.994 F $104.42 $1,684,780.58January 29, 2010 5,319.462 O $104.44 $555,566.21January 29, 2010 32,343.503 R $104.52 $3,380,614.09January 29, 2010 20.250 I $104.68 $2,119.72February 1, 2010 62,303.841 A $104.83 $6,531,124.74February 1, 2010 8,118.258 A $104.83 $851,012.63February 1, 2010 5,955.379 A $104.83 $624,284.51February 1, 2010 16,757.635 F $104.44 $1,750,227.73February 1, 2010 5,319.462 O $104.47 $555,741.75February 1, 2010 32,343.503 R $104.56 $3,381,826.97February 1, 2010 20.250 I $104.71 $2,120.39February 26, 2010 70,307.990 A $105.13 $7,391,176.66February 26, 2010 8,115.336 A $105.13 $853,130.38February 26, 2010 8,968.244 A $105.13 $942,792.93February 26, 2010 20,530.148 F $104.82 $2,152,013.23February 26, 2010 5,682.002 O $104.89 $595,999.39February 26, 2010 52,331.006 R $105.02 $5,495,592.93

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

Capital Structure – Prior Sales

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February 26, 2010 20.250 I $105.13 $2,128.88March 1, 2010 70,841.626 A $105.18 $7,451,122.22March 1, 2010 8,115.336 A $105.18 $853,571.04March 1, 2010 8,968.244 A $105.18 $943,279.90March 1, 2010 20,530.148 F $104.89 $2,153,318.94March 1, 2010 5,682.002 O $104.96 $596,390.32March 1, 2010 52,331.006 R $105.09 $5,499,428.79March 1, 2010 20.250 I $105.20 $2,130.27March 31, 2010 78,036.904 A $105.18 $8,208,288.34March 31, 2010 9,640.936 A $105.18 $1,014,078.96March 31, 2010 9,845.811 A $105.18 $1,035,628.68March 31, 2010 21,176.068 F $104.91 $2,221,632.12March 31, 2010 5,973.947 O $105.02 $627,359.42March 31, 2010 72,206.313 R $105.19 $7,595,295.42March 31, 2010 20.333 I $105.27 $2,140.39April 1, 2010 78,025.887 A $105.20 $8,208,175.06April 1, 2010 10,304.041 A $105.20 $1,083,965.54April 1, 2010 9,845.811 A $105.20 $1,035,760.61April 1, 2010 21,176.068 F $104.93 $2,221,945.52April 1, 2010 5,973.947 O $105.03 $627,451.42April 1, 2010 72,206.313 R $105.21 $7,596,515.70April 1, 2010 20.333 I $105.28 $2,140.68April 30, 2010 88,860.676 A $105.23 $9,351,137.72April 30, 2010 12,510.118 A $105.23 $1,316,486.00April 30, 2010 9,873.938 A $105.23 $1,039,071.03April 30, 2010 21,251.677 F $104.97 $2,230,782.16April 30, 2010 6,032.671 O $105.09 $633,994.51April 30, 2010 91,584.909 R $105.31 $9,644,971.62April 30, 2010 20.416 I $105.36 $2,151.02May 3, 2010 89,272.522 A $105.28 $9,398,245.10May 3, 2010 12,510.118 A $105.28 $1,317,013.93May 3, 2010 9,873.938 A $105.28 $1,039,487.71May 3, 2010 21,251.677 F $105.02 $2,231,759.74May 3, 2010 6,032.671 O $105.14 $634,284.08May 3, 2010 100,073.986 R $105.36 $10,544,225.48May 3, 2010 20.416 I $105.41 $2,152.04May 31, 2010 104,610.429 A $105.30 $11,015,833.85May 31, 2010 11,985.615 A $105.30 $1,262,126.01May 31, 2010 11,105.084 A $105.30 $1,169,403.10May 31, 2010 21,804.156 F $105.05 $2,290,493.88May 31, 2010 6,096.434 O $105.21 $641,433.86May 31, 2010 107,280.370 R $105.47 $11,315,203.92May 31, 2010 20.499 I $105.48 $2,162.14June 1, 2010 105,152.364 A $105.32 $11,074,478.73June 1, 2010 11,985.615 A $105.32 $1,262,305.79June 1, 2010 11,105.084 A $105.32 $1,169,569.68June 1, 2010 22,042.258 F $105.06 $2,315,865.43June 1, 2010 6,096.434 O $105.23 $641,538.11June 1, 2010 107,280.370 R $105.49 $11,317,210.06June 1, 2010 20.499 I $105.49 $2,162.54June 30, 2010 111,282.054 A $105.35 $11,723,898.24June 30, 2010 13,096.982 A $105.35 $1,379,806.34June 30, 2010 11,846.781 A $105.35 $1,248,093.92June 30, 2010 22,687.927 F $105.12 $2,384,857.33June 30, 2010 6,100.715 O $105.30 $642,427.86June 30, 2010 114,523.991 R $105.59 $12,093,034.85June 30, 2010 20.582 I $105.59 $2,173.34

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

14

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July 2, 2010 22,687.927 F $105.15 $2,385,653.67July 2, 2010 11,846.781 A $105.38 $1,248,463.54July 2, 2010 111,519.432 A $105.38 $11,752,386.13July 2, 2010 13,096.982 A $105.38 $1,380,214.97July 2, 2010 20.582 I $105.64 $2,174.18July 2, 2010 6,100.715 O $105.34 $642,651.76July 2, 2010 114,523.991 R $105.63 $12,097,489.84August 4, 2010 24,720.984 F $105.31 $2,603,329.74August 4, 2010 13,358.064 A $105.48 $1,408,979.20August 4, 2010 116,237.380 A $105.48 $12,260,463.12August 4, 2010 15,238.610 A $105.48 $1,607,335.06August 4, 2010 9,482.980 I $105.85 $1,003,816.11August 4, 2010 25,143.859 O $105.52 $2,653,270.52August 4, 2010 118,527.418 R $105.85 $12,546,459.07August 31, 2010 25,324.133 F $105.29 $2,666,334.91August 31, 2010 16,128.468 A $105.40 $1,700,008.27August 31, 2010 123,927.732 A $105.40 $13,062,503.45August 31, 2010 15,334.262 A $105.40 $1,616,295.62August 31, 2010 9,483.064 I $105.88 $1,004,064.92August 31, 2010 24,989.900 O $105.53 $2,637,081.69August 31, 2010 121,771.745 R $105.89 $12,893,910.81September 1, 2010 24,922.726 F $105.31 $2,624,612.28September 1, 2010 16,128.468 A $105.42 $1,700,308.26September 1, 2010 125,340.013 A $105.42 $13,213,695.12September 1, 2010 15,334.262 A $105.42 $1,616,580.84September 1, 2010 9,483.064 I $105.90 $1,004,286.82September 1, 2010 24,989.900 O $105.55 $2,637,671.45September 1, 2010 121,771.745 R $105.91 $12,896,918.58September 30, 2010 24,785.780 F $105.29 $2,609,727.00September 30, 2010 17,611.345 A $105.34 $1,855,131.53September 30, 2010 136,507.729 A $105.34 $14,379,355.60September 30, 2010 15,586.474 A $105.34 $1,641,837.09September 30, 2010 9,483.148 I $105.93 $1,004,578.32September 30, 2010 25,091.676 O $105.58 $2,649,292.06September 30, 2010 124,890.942 R $105.98 $13,235,592.34October 1, 2010 24,785.780 F $105.31 $2,610,150.83October 1, 2010 17,611.345 A $105.35 $1,855,367.52October 1, 2010 136,778.620 A $105.35 $14,409,723.36October 1, 2010 15,586.474 A $105.35 $1,642,045.95October 1, 2010 9,483.148 I $105.95 $1,004,753.76October 1, 2010 25,091.676 O $105.60 $2,649,756.26October 1, 2010 125,834.541 R $106.00 $13,338,058.68November 2, 2010 27,466.062 F $105.33 $2,892,950.87November 2, 2010 18,381.587 A $105.29 $1,935,342.15November 2, 2010 162,343.419 A $105.29 $17,092,651.56November 2, 2010 19,578.556 A $105.29 $2,061,367.43November 2, 2010 9,483.233 I $106.00 $1,005,207.52November 2, 2010 30,532.259 O $105.68 $3,226,585.01November 2, 2010 127,361.696 R $106.11 $13,513,916.53November 30, 2010 41,375.471 F $105.44 $4,362,716.55November 30, 2010 18,279.914 A $105.39 $1,926,529.28November 30, 2010 173,110.346 A $105.39 $18,244,185.92November 30, 2010 20,898.814 A $105.39 $2,202,536.46November 30, 2010 9,483.318 I $106.19 $1,007,063.89November 30, 2010 31,192.687 O $105.90 $3,303,289.96November 30, 2010 131,115.441 R $106.36 $13,945,438.30December 1, 2010 41,375.471 F $105.47 $4,363,676.46

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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December 1, 2010 18,279.914 A $105.41 $1,926,876.59December 1, 2010 173,099.351 A $105.41 $18,246,316.04December 1, 2010 18,589.896 A $105.41 $1,959,551.64December 1, 2010 9,483.318 I $106.22 $1,007,297.17December 1, 2010 31,198.361 O $105.92 $3,304,667.67December 1, 2010 131,115.441 R $106.38 $13,947,759.05December 31, 2010 53,648.584 F $103.62 $5,559,270.14December 31, 2010 22,828.460 A $104.35 $2,382,149.80December 31, 2010 195,553.159 A $104.35 $20,405,972.14December 31, 2010 21,561.540 A $104.35 $2,249,946.70December 31, 2010 9,483.863 I $104.10 $987,254.96December 31, 2010 34,282.439 O $103.68 $3,554,327.85December 31, 2010 136,021.285 R $105.27 $14,318,402.98

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

16

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ROI Strategic Private Placement Fund

Minimum Investment:For purchasers resident in British Columbia, New Brunswick,Nova Scotia and Newfoundland & Labrador who are notaccredited investors and who are making a minimuminvestment of less than $150,000, the minimum initialinvestment amount in Series O Units is $100,000, Series IUnits is $1,000,000 and Series R Units is $1,000,000.The minimum initial investment amount for any otherSeries of Units is $25,000. The minimum subsequentinvestment amount is $50 for any Series. Units of the Fundare offered on a continuous basis in Canada throughinvestment dealers and mutual fund dealers as permittedunder the securities laws of each jurisdiction in which theUnits are qualified for sale. You may purchase Units of theFund through your Dealer. The Manager will determine, andfrom time to time may change, the minimum amounts forinitial and subsequent investments in any Series at any timewithout notice and in any single instance. The Manager alsoreserves the right to accept a lower minimum investment.

CompensationManagement estimates that ROI Management Ltd. willreceive between $750,000 and $1,500,000 inmanagement fees for managing the Fund within the next12 months. The Manager received $323,924 incompensation for managing the Fund for the annual periodended December 31, 2010.

Securities HeldAs at December 31, 2010, Wilfred Vos owns 28.077 Unitsof the Fund, Fernando Cipriano owns 28.152 Units of theFund, David Dundas owns 18.76 Units of the Fund andJasmina Jhooti owns 421.759 Units of the Fund.

Capital Structure – Share CapitalThe number of Units of the Fund issued and outstanding asat December 31, 2010 is 1,061,984.639.

January 4, 2010 24,234.224 A $104.61 $2,535,154.29January 4, 2010 7,608.206 A $104.61 $795,898.23January 4, 2010 13,976.275 A $104.61 $1,462,065.12January 4, 2010 800.900 F $104.97 $84,069.91January 4, 2010 20.811 FMG $101.38 $2,109.83January 4, 2010 5,959.771 O $104.78 $624,464.21January 4, 2010 237,153.523 R $104.84 $24,863,815.67January 4, 2010 2,915.013 MG $100.89 $294,103.53January 4, 2010 498.762 MG $100.89 $50,321.44January 4, 2010 3,316.428 MG $100.89 $334,603.38January 29, 2010 24,999.079 A $104.93 $2,623,170.86January 29, 2010 9,041.551 A $104.93 $948,736.28January 29, 2010 19,528.585 A $104.93 $2,049,148.09January 29, 2010 1,330.701 F $105.36 $140,208.91January 29, 2010 20.893 FMG $101.37 $2,117.84January 29, 2010 5,955.564 O $105.22 $626,645.64January 29, 2010 237,153.523 R $105.30 $24,972,574.27January 29, 2010 3,759.007 MG $100.80 $378,916.93January 29, 2010 1,290.252 MG $100.80 $130,060.50January 29, 2010 3,318.080 MG $100.80 $334,470.43February 1, 2010 24,999.079 A $105.74 $2,643,375.11February 1, 2010 9,041.551 A $105.74 $956,043.66February 1, 2010 19,411.356 A $105.74 $2,052,535.43February 1, 2010 1,330.701 F $106.18 $141,300.09February 1, 2010 20.893 FMG $102.16 $2,134.35February 1, 2010 5,955.564 O $106.04 $631,556.59February 1, 2010 246,650.082 R $106.13 $26,176,627.89

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

Capital Structure – Prior Sales

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February 1, 2010 3,985.806 MG $101.58 $404,872.99February 1, 2010 1,290.252 MG $101.58 $131,062.12February 1, 2010 3,318.080 MG $101.58 $337,046.25February 26, 2010 26,604.325 A $106.12 $2,823,181.80February 26, 2010 9,779.363 A $106.12 $1,037,760.58February 26, 2010 19,907.523 A $106.12 $2,112,534.58February 26, 2010 2,239.171 F $106.64 $238,781.84February 26, 2010 20.975 FMG $102.19 $2,143.45February 26, 2010 5,955.564 O $106.54 $634,528.42February 26, 2010 309,716.028 R $106.65 $33,032,174.51February 26, 2010 5,121.380 MG $101.54 $520,039.27February 26, 2010 1,290.252 MG $101.54 $131,015.80February 26, 2010 3,319.727 MG $101.54 $337,094.37March 1, 2010 26,649.977 A $106.17 $2,829,555.98March 1, 2010 9,779.363 A $106.17 $1,038,321.91March 1, 2010 20,850.018 A $106.17 $2,213,746.49March 1, 2010 2,239.171 F $106.71 $238,930.74March 1, 2010 20.975 FMG $102.25 $2,144.75March 1, 2010 5,955.564 O $106.62 $634,957.82March 1, 2010 309,716.028 R $106.73 $33,055,496.12March 1, 2010 5,756.085 MG $101.60 $584,805.57March 1, 2010 1,290.252 MG $101.60 $131,086.76March 1, 2010 3,319.727 MG $101.60 $337,276.96March 31, 2010 32,309.848 A $106.67 $3,446,559.34March 31, 2010 10,380.607 A $106.67 $1,107,321.15March 31, 2010 29,770.250 A $106.67 $3,175,655.09March 31, 2010 8,516.592 F $107.29 $913,785.18March 31, 2010 21.057 FMG $102.41 $2,156.48March 31, 2010 6,652.428 O $107.26 $713,530.78March 31, 2010 319,084.201 R $107.40 $34,270,600.44March 31, 2010 9,375.964 MG $101.67 $953,239.26March 31, 2010 1,290.252 MG $101.67 $131,177.86March 31, 2010 3,321.378 MG $101.67 $337,679.19April 1, 2010 32,693.348 A $106.69 $3,487,974.83April 1, 2010 10,380.607 A $106.69 $1,107,482.05April 1, 2010 31,736.263 A $106.69 $3,385,865.73April 1, 2010 8,609.793 F $107.31 $923,947.02April 1, 2010 21.057 FMG $102.43 $2,156.85April 1, 2010 6,652.428 O $107.28 $713,665.82April 1, 2010 319,084.201 R $107.42 $34,277,428.84April 1, 2010 10,050.107 MG $101.68 $1,021,927.04April 1, 2010 1,290.252 MG $101.68 $131,196.95April 1, 2010 3,321.378 MG $101.68 $337,728.34April 30, 2010 40,760.195 A $107.16 $4,368,037.77April 30, 2010 29,592.978 A $107.16 $3,171,310.77April 30, 2010 35,772.660 A $107.16 $3,833,552.07April 30, 2010 12,381.746 F $107.88 $1,335,708.09April 30, 2010 21.139 FMG $102.57 $2,168.16April 30, 2010 21,520.787 O $107.90 $2,322,049.88April 30, 2010 300,540.179 R $108.07 $32,480,549.25April 30, 2010 15,145.163 MG $101.74 $1,540,918.86April 30, 2010 1,584.084 MG $101.74 $161,169.93April 30, 2010 3,323.035 MG $101.74 $338,096.55May 3, 2010 41,520.953 A $107.21 $4,451,581.78May 3, 2010 30,993.147 A $107.21 $3,322,865.17May 3, 2010 35,772.660 A $107.21 $3,835,290.62May 3, 2010 12,381.746 F $107.93 $1,336,421.28

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

18

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May 3, 2010 21.139 FMG $102.62 $2,169.32May 3, 2010 21,520.787 O $107.96 $2,323,414.29May 3, 2010 300,540.179 R $108.14 $32,500,565.23May 3, 2010 15,145.163 MG $101.79 $1,541,615.54May 3, 2010 1,584.084 MG $101.79 $161,242.80May 3, 2010 3,323.035 MG $101.79 $338,249.41May 31, 2010 53,060.372 A $108.15 $5,738,595.96May 31, 2010 30,993.147 A $108.15 $3,351,977.03May 31, 2010 38,231.374 A $108.15 $4,134,807.21May 31, 2010 12,709.673 F $108.96 $1,384,885.37May 31, 2010 630.405 FMG $103.20 $65,059.44May 31, 2010 23,436.128 O $109.06 $2,556,056.61May 31, 2010 319,943.965 R $109.28 $34,963,028.57May 31, 2010 18,480.462 MG $102.28 $1,890,142.84May 31, 2010 1,593.238 MG $102.28 $162,953.04May 31, 2010 3,324.689 MG $102.28 $340,042.21June 1, 2010 53,351.518 A $108.17 $5,770,857.64June 1, 2010 30,993.147 A $108.17 $3,352,426.43June 1, 2010 38,231.374 A $108.17 $4,135,361.56June 1, 2010 12,709.673 F $108.98 $1,385,109.06June 1, 2010 630.405 FMG $103.22 $65,069.96June 1, 2010 23,436.128 O $109.08 $2,556,515.96June 1, 2010 319,943.965 R $109.30 $34,969,651.41June 1, 2010 18,480.462 MG $102.29 $1,890,397.87June 1, 2010 1,593.238 MG $102.29 $162,975.02June 1, 2010 3,324.689 MG $102.29 $340,088.09June 30, 2010 61,666.604 A $109.01 $6,722,091.50June 30, 2010 31,910.817 A $109.01 $3,478,502.43June 30, 2010 41,017.661 A $109.01 $4,471,212.17June 30, 2010 13,595.451 F $109.92 $1,494,392.94June 30, 2010 644.330 FMG $103.71 $66,821.60June 30, 2010 25,226.200 O $110.44 $2,786,047.12June 30, 2010 319,943.965 R $110.82 $35,454,942.42June 30, 2010 19,514.913 MG $102.68 $2,003,847.86June 30, 2010 1,593.238 MG $102.68 $163,598.30June 30, 2010 4,069.980 MG $102.68 $417,917.35July 2, 2010 61,612.450 A $109.06 $6,719,515.41July 2, 2010 41,017.844 A $109.06 $4,473,447.08July 2, 2010 31,910.817 A $109.06 $3,480,225.61July 2, 2010 13,595.451 F $109.98 $1,495,226.34July 2, 2010 644.330 F $103.76 $66,858.71July 2, 2010 4,069.980 MG $102.73 $418,124.10July 2, 2010 19,514.913 MG $102.73 $2,004,839.22July 2, 2010 1,593.238 MG $102.73 $163,679.23July 2, 2010 25,226.200 O $110.51 $2,787,704.48July 2, 2010 319,943.965 R $110.89 $35,479,994.03August 4, 2010 70,963.241 A $109.99 $7,805,090.76August 4, 2010 44,991.843 A $109.99 $4,948,553.83August 4, 2010 38,025.803 A $109.99 $4,182,374.42August 4, 2010 13,595.451 F $111.02 $1,509,405.04August 4, 2010 3,058.896 FMG $104.42 $319,402.58August 4, 2010 4,071.633 MG $103.20 $420,204.74August 4, 2010 23,943.159 MG $103.20 $2,471,005.84August 4, 2010 3,710.661 MG $103.20 $382,951.35August 4, 2010 33,271.385 O $111.62 $3,713,838.50August 4, 2010 453,559.970 R $112.28 $50,924,851.67August 31, 2010 77,276.631 A $110.59 $8,545,713.52

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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August 31, 2010 47,986.386 A $110.59 $5,306,622.48August 31, 2010 41,657.857 A $110.59 $4,606,775.77August 31, 2010 12,756.787 F $111.70 $1,424,956.07August 31, 2010 3,072.298 FMG $104.65 $321,523.05August 31, 2010 4,073.289 MG $103.36 $421,020.45August 31, 2010 25,954.803 MG $103.36 $2,682,722.18August 31, 2010 6,181.092 MG $103.36 $638,885.70August 31, 2010 38,384.207 O $112.37 $4,313,168.09August 31, 2010 453,559.970 R $113.15 $51,320,718.81September 1, 2010 77,569.337 A $110.60 $8,578,796.34September 1, 2010 47,884.131 A $110.60 $5,295,755.04September 1, 2010 41,640.736 A $110.60 $4,605,265.53September 1, 2010 12,756.787 F $111.71 $1,425,109.15September 1, 2010 3,072.298 FMG $104.66 $321,556.85September 1, 2010 4,073.289 MG $103.37 $421,056.70September 1, 2010 25,954.803 MG $103.37 $2,682,953.18September 1, 2010 8,194.545 MG $103.37 $847,071.76September 1, 2010 38,642.255 O $112.38 $4,342,709.36September 1, 2010 453,559.970 R $113.17 $51,329,155.02September 30, 2010 88,674.566 A $111.30 $9,869,895.97September 30, 2010 58,864.665 A $111.30 $6,551,913.88September 30, 2010 49,084.044 A $111.30 $5,463,284.79September 30, 2010 17,222.038 F $112.53 $1,937,958.05September 30, 2010 3,085.661 FMG $105.02 $324,055.81September 30, 2010 4,074.947 MG $103.63 $422,284.72September 30, 2010 28,337.654 MG $103.63 $2,936,616.92September 30, 2010 9,686.525 MG $103.63 $1,003,809.74September 30, 2010 61,609.016 O $113.27 $6,978,742.80September 30, 2010 541,198.395 R $114.20 $61,804,477.87October 1, 2010 92,423.924 A $111.31 $10,287,910.31October 1, 2010 59,230.794 A $111.31 $6,593,109.99October 1, 2010 49,089.402 A $111.31 $5,464,249.33October 1, 2010 17,222.038 F $112.54 $1,938,154.38October 1, 2010 3,085.661 FMG $105.03 $324,088.21October 1, 2010 4,074.947 MG $103.64 $422,313.24October 1, 2010 28,337.654 MG $103.64 $2,936,815.28October 1, 2010 9,686.525 MG $103.64 $1,003,877.55October 1, 2010 61,609.016 O $113.29 $6,979,586.85October 1, 2010 541,198.395 R $114.22 $61,814,219.44November 2, 2010 101,092.853 A $112.80 $11,403,385.02November 2, 2010 69,056.290 A $112.80 $7,789,625.47November 2, 2010 54,271.527 A $112.80 $6,121,887.94November 2, 2010 23,247.781 F $114.18 $2,654,357.24November 2, 2010 3,098.955 FMG $106.14 $328,935.17November 2, 2010 11,791.747 MG $104.62 $1,233,665.54November 2, 2010 35,027.999 MG $104.62 $3,664,667.79November 2, 2010 9,695.056 MG $104.62 $1,014,307.42November 2, 2010 67,403.913 O $115.15 $7,761,729.09November 2, 2010 541,198.395 R $116.42 $63,005,938.31November 30, 2010 111,030.090 A $113.84 $12,639,787.58November 30, 2010 86,898.574 A $113.84 $9,892,629.25November 30, 2010 63,880.069 A $113.84 $7,272,177.32November 30, 2010 24,005.211 F $115.34 $2,768,816.25November 30, 2010 3,112.487 FMG $106.82 $332,467.77November 30, 2010 23,418.372 MG $105.17 $2,462,975.75November 30, 2010 34,543.583 MG $105.17 $3,633,045.35November 30, 2010 9,706.817 MG $105.17 $1,020,893.12

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

20

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RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM 21

November 30, 2010 70,093.519 O $116.37 $8,156,993.09November 30, 2010 549,746.858 R $118.05 $64,896,627.04December 1, 2010 115,947.743 A $113.85 $13,201,125.93December 1, 2010 87,130.484 A $113.85 $9,920,162.84December 1, 2010 63,958.615 A $113.85 $7,281,950.55December 1, 2010 24,005.211 F $115.36 $2,769,226.74December 1, 2010 3,112.487 FMG $106.83 $332,516.63December 1, 2010 23,418.372 MG $105.19 $2,463,261.46December 1, 2010 34,543.583 MG $105.19 $3,633,466.78December 1, 2010 9,706.817 MG $105.19 $1,021,011.55December 1, 2010 76,845.319 O $116.39 $8,944,141.95December 1, 2010 549,746.858 R $118.07 $64,910,370.71December 31, 2010 144,299.842 A $114.25 $16,486,675.42December 31, 2010 87,359.793 A $114.25 $9,981,109.69December 31, 2010 81,457.093 A $114.25 $9,306,709.10December 31, 2010 41,723.217 F $115.88 $4,835,078.31December 31, 2010 3,677.051 FMG $106.93 $393,189.64December 31, 2010 26,204.946 MG $105.17 $2,756,021.34December 31, 2010 52,283.172 MG $105.17 $5,498,715.31December 31, 2010 9,715.370 MG $105.17 $1,021,782.95December 31, 2010 90,316.838 O $116.71 $10,540,543.99December 31, 2010 523,479.328 R $117.42 $61,468,565.48

Date of Number of Units Price Per Unit Total AmountSubscription Purchased Series Purchased of Purchase

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CERTIFICATE

Dated: December 31, 2010

This Confidential Offering Memorandum does not contain a misrepresentation.

John Sterling, Chief Executive Officer David Dundas, Chief Financial Officer

RETURN ON INNOVATION MANAGEMENT LTD.as Trustee and Manager of the Funds

(signed) “John Sterling” (signed) “David Dundas”

John Sterling, Chief Executive Officer David Dundas, Chief Financial Officer

RETURN ON INNOVATION MANAGEMENT LTD.as Promoter of the Funds

(signed) “John Sterling” (signed) “David Dundas”

Director Director

On behalf of the Board of Directors ofRETURN ON INNOVATION MANAGEMENT LTD.

(signed) “Fernando Cipriano” (signed) “Willem Vos”

RO I PR IVATE PLACEMENT POOLED FUNDS – CONF IDENT IAL OFFER ING MEMORANDUM22

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37 Front Street East, 4th Floor, Toronto, Ontario M5E 1B3

416 361-6162 Toll Free: 1 866 764-3863

[email protected]

POOLED/OMWRP-I/02/11TM Users of the marks