GRO-NET FINANCIAL TAX & PENSION PLANNERS LTD. CEN-TA REAL ESTATE LTD. CONDOMINIUM INVESTMENT UNITS

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1 Prospectus dated March 17, 2015 This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Continuous Offering GRO-NET FINANCIAL TAX & PENSION PLANNERS LTD. CEN-TA REAL ESTATE LTD. CONDOMINIUM INVESTMENT UNITS The Units offered hereunder consist of certain Investor Services provided in conjunction with the acquisition of a Condominium Unit located in the City of Ottawa, Province of Ontario. Gro-Net Financial Tax & Pension Planners Ltd. (the Vendor ) will assist the Purchaser in identifying a suitable Condominium Unit for acquisition by the Purchaser and, in conjunction with Cen-ta Real Estate Ltd. (the Agent ), provide the Purchaser with certain financial and rental management services in connection with the acquisition and management of the Condominium Unit as an investment property. On the Transfer Date a Purchaser of a Unit will acquire registered title to his Condominium Unit. Detailed information with respect to the Purchase Price of each Unit and the allocation of the Purchase Price is set forth under FINANCIAL INFORMATION. INVESTMENT IN THE SECURITIES OFFERED HEREUNDER (THE INVESTOR SERVICES IN CONJUNCTION WITH THE CONDOMINIUM UNIT) IS SPECULATIVE. THE UNITS MAY NOT BE SUITABLE FOR PURCHASERS WHO MAY HAVE TO LIQUIDATE THEIR INVESTMENT ON A TIMELY BASIS AND THEREFORE AN INVESTMENT IN UNITS SHOULD BE CONSIDERED ONLY BY THOSE PURCHASERS WHO ARE ABLE TO MAKE A LONG TERM INVESTMENT. PURCHASERS SHOULD CONSIDER THE MERITS AND RISKS OF THE INVESTMENT IN ADDITION TO EXPECTED INCOME TAX BENEFITS. THERE WILL BE A MARKET FOR THE CONDOMINIUM UNITS AFTER THE TRANSFER DATE, HOWEVER, THERE WILL BE NO MARKET FOR THE SECURITIES (THE INVESTOR SERVICES IN CONJUNCTION WITH THE CONDOMINIUM UNIT). PURCHASERS ASSESSING THIS INVESTMENT SHOULD APPRECIATE THAT THEY WILL BE LARGELY DEPENDENT UPON THE AGENT IN THE OPERATION AND MANAGEMENT OF THE CONDOMINIUM UNITS. PURCHASERS OF UNITS DO NOT HAVE LIMITED LIABILITY IN RESPECT TO THEIR OWNERSHIP OF THE CONDOMINIUM UNITS AND WILL BE REQUIRED TO MAKE ADDITIONAL PAYMENTS TOWARD COSTS INCURRED IN THE ACQUISITION AND OWNERSHIP THEREOF. SEE RISK FACTORS. PROSPECTIVE PURCHASERS OF UNITS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISERS IN ORDER TO ASSESS INCOME TAX, LEGAL AND OTHER ASPECTS OF AN INVESTMENT IN THE UNITS. The following table sets out certain information regarding the Units made available pursuant to the Offering:

2 Condominium Unit Acquisition Cost (1) Financial Management and Investment Services Fee (2) Repair and Rental Pool Fee (3) Maintenance Pool Fee (3) Initial Leasing Services Fee (4) Price to Public per Unit (5) Proceeds to Vendor and Agent (6) $190,000 $6,000 $4,000 $4,000 $2,550 $206,550 $16,550 (1) The acquisition cost of the Condominium Unit is based on the typical price of a condominium unit and represents the price payable to the Vendor by the Purchaser to acquire the Condominium Unit. The acquisition cost will vary depending on the location and characteristics of the particular Condominium Unit and may be in excess of the amount initially paid by the Vendor to acquire the Condominium Unit. (2) Fee payable to the Vendor for financial services, including financial management, financial planning and mortgage arrangement services. (3) Initial fees are payable with respect to entering the Rental Pool and Repair and Maintenance Pool maintained by the Agent. (4) Fee payable to the Vendor for initial services provided in connection with the Purchaser's acquisition of the Condominium Unit, including initial leasing services. (5) The Price to the Public is established solely by the Vendor and the Agent and is based on the sum of the acquisition cost of the Condominium Unit and the fees for Investor Services. The Price to the Public Per Unit is expected to vary between approximately $190,000 and $215,000 depending upon the acquisition cost of the particular Condominium Unit. (6) The Vendor will receive $8,550 and the Agent will receive $8,000 of the Price to the Public. The balance of the Price to the Public is received by the Vendor in respect of the acquisition cost of the Condominium Unit. SUBSCRIPTION PROCEDURE An investor who wishes to subscribe for Unit(s) must: (a) (b) (c) deliver the deposit for each Unit pursuant to the Agreements to the Agent at the time of subscription; execute and deliver copies of the Agreements in the form attached hereto; and thereafter execute and deliver such other documentation and information contemplated by the Agreements. The Vendor and the Agent conditionally offer the Units in the Province of Ontario, subject to the acceptance of subscriptions by the Vendor, in accordance with the conditions in the Agreements referred to under SUMMARY OF AGREEMENTS and subject to the approval of certain legal matters on their behalf by their legal counsel Law Office of Kenneth J. Hoyt, Ottawa, Ontario and Borden Ladner Gervais LLP, Ottawa, Ontario. This issue is not underwritten and is not conditional on a minimum number of Units being sold hereunder. Confirmation of subscriptions will be forwarded to subscribers promptly after acceptance. Acceptance of a subscription by the Vendor will result in a binding commitment on the part of the Purchaser to purchase a Unit in accordance with the terms of the Agreements. Units offered hereunder are intended to be distributed on a continuous basis. See PLAN OF DISTRIBUTION. Prior to the Transfer Date proceeds from initial deposits will be held by the Agent in trust. Units offered hereunder will be sold in Ontario by the Vendor and the Agent pursuant to the terms and conditions of a ruling issued on May 16, 1990 by the Ontario Securities Commission.

3 TABLE OF CONTENTS PROSPECTUS SUMMARY... 4 THE CONDOMINIUM UNIT... 7 THE GRO-NET GROUP INVESTMENT OPPORTUNITY FINANCIAL INFORMATION FINANCIAL MANAGEMENT, FINANCIAL PLANNING AND INITIAL LEASING SERVICES SUMMARY OF AGREEMENTS INCOME TAX CONSEQUENCES RISK FACTORS POTENTIAL CONFLICTS OF INTEREST RESALE OF CONDOMINIUM PLAN OF DISTRIBUTION MATERIAL CONTRACTS SCHEDULE A RESIDENTIAL CONDOMINIUM AGREEMENT OF PURCHASE AND SALE SCHEDULE B RENTAL MANAGEMENT AGREEMENT DEFINITIONS PURCHASERS STATUTORY RIGHTS CERTIFICATES... 58

4 PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Capitalized terms used in this summary are defined in DEFINITIONS. The Condominium Unit Condominium Units identified as suitable for acquisition by a Purchaser are located throughout the City of Ottawa in mature condominium developments suitable for middle-income families consisting of both rental properties and owner-occupied units, and do not include condominium units identified by the Vendor as either luxury or low rental units. Condominium Units typically represent garden home or townhouse units in single storey or low-rise condominium developments containing 3 bedrooms and approximately 1100 square feet of living area. A Condominium Unit identified as suitable for acquisition may represent part of an existing inventory of Condominium Units owned by the Vendor or alternatively may be acquired by the Vendor on behalf of the Purchaser in conjunction with the Purchaser's subscription for a Unit. Securities Offered The Units offered hereunder consist of the Investor Services which are made available in conjunction with the acquisition of a Condominium Unit from the Vendor. Offers to purchase Units will be received subject to rejection or allotment in whole or in part at the sole discretion of the Vendor. Confirmation of subscriptions will be forwarded to the Purchaser promptly after acceptance. Registered title to the Condominium Unit(s) will be transferred to the Purchaser on the Transfer Date in accordance with the provisions of the Purchase Agreement. Amount of Offering The Purchase Price of a Unit offered hereunder will vary depending on the acquisition cost of the Condominium Unit acquired by the Purchaser. See FINANCIAL INFORMATION. The Gro-Net Group The issuer of the securities offered hereunder is the Vendor and the Agent. The Vendor is the vendor of the Condominium Units and will provide certain financial services. The Agent will assist the Purchaser in the acquisition of the Condominium Unit and provide ongoing rental management services. See THE GRO-NET GROUP. Investment Opportunity The Units offered hereunder provide prospective Purchasers with the opportunity to acquire a revenue producing rental property in one of the more stable Canadian real estate markets. Purchasers will receive rental income, potential tax savings and benefits, and the potential for capital appreciation over the long term. Professional property management and a pooling of certain expenses with similar Units serves to reduce risk normally associated with the ownership and rental of real estate. Furthermore, the Units offered hereunder afford potential Purchasers who decide to purchase multiple Condominium Units with an opportunity to sell at a later date some of the Condominium Units in order to repay the debt associated with the other Condominium Units. In such circumstances, the Purchasers may benefit from a positive rental income from the remaining Condominium Units and a possible, although not guaranteed, 4

5 capital appreciation due to the increase of value of the remaining Condominium Units. See Marketability under RISK FACTORS. Investment Particulars Information concerning the Purchase Price for each Unit and allocation of the Purchase Price including land, building and Investor Services is contained in FINANCIAL INFORMATION. The Purchase Price shall be adjusted for realty taxes and other items in accordance with the Purchase Agreement on the Transfer Date. Purchasers shall be required to pay the Purchase Price for the Unit(s) as follows: (a) (b) (c) (d) by payment of the amount of $3, per Unit as an initial deposit to the Agent concurrent with the execution and delivery of the Agreements; by the grant or assumption of the First Unit Mortgage, if any, with respect to the Condominium Unit on the Transfer Date; by the grant or assumption of the Second Unit Mortgage, if any, with respect to the Condominium Unit on the Transfer Date; and by payment of the balance of the Purchase Price, subject to adjustments, on the Transfer Date. Further details concerning optional mortgage financing are set forth in SUMMARY OF AGREEMENTS - PURCHASE AGREEMENT. Investor Services Purchasers of Units will receive the following Investor Services: (a) (b) (c) Financial Management and Investment Services to be provided for a 5 year term following the acquisition by the Purchaser of a Unit, which services shall include the arrangement and payment of processing, commitment, application and guarantee fees relating to the First Unit Mortgage and Second Unit Mortgage, and annual investment and financial counselling services; Initial leasing services; and Rental and Repair and Maintenance Pooling. The Agent will provide ongoing rental management of the Condominium Units for a fee equal to 10% of Rental Income. Condominium Corporation property management fees will form part of the Common Element Expenses payable in respect of the Condominium Units and will be in addition to fees payable to the Agent pursuant to the Rental Management Agreement. For further details see the section entitled SUMMARY OF AGREEMENTS. Distributions to Purchasers Rental Income is paid to the Agent by the tenant of the Condominium Unit by way of post-dated cheque due on the first day of each month. The Agent will deduct from Rental Income due to the Purchaser for a particular month the rental management fee for such month, and the Purchaser's Pro Rata Share of the expenses of the Rental Pool and Repair and Maintenance Pool for the previous month and 5

6 remit to the Purchaser Net Rental Income in advance of the first day of the month. The Purchaser is responsible for the payment of realty taxes, condominium fees including Common Element Expenses, utility expenses, insurance, payments of amounts due under the First Unit Mortgage and Second Unit Mortgage and Rental Expenses not deducted from Rental Income received by the Agent. To the extent a Net Rental Deficit is incurred the Purchaser is required to advance to the Agent amounts sufficient to satisfy such Net Rental Deficit. See SUMMARY OF AGREEMENTS - RENTAL MANAGEMENT AGREEMENT. Income Tax Considerations An investment in Units gives rise to certain income tax considerations described under the heading INCOME TAX CONSEQUENCES. There can be no assurance that Canadian federal or provincial income tax laws or the current administrative practices of the Canada Revenue Agency will not be changed or applied in a manner which will materially alter the tax consequences to a Purchaser acquiring a Unit. Prospective Purchasers are urged to consult their own tax advisers for advice. Risk Factors Prospective Purchasers of Units are advised that there are a number of risk factors associated with an investment in the Units and they should consider carefully the section entitled RISK FACTORS prior to making a decision to subscribe for Units. These risk factors include the following: (a) (b) (c) (d) Purchasers will be subject to the risks inherent in the ownership and rental of real estate in general and in condominium ownership in particular, inclusive of changes in general and local conditions, changes in neighbourhood property values, occupancy rates, failure of tenants to pay rent, the availability of mortgage funds, interest rates, real estate tax rates and operating expenses in general. Rental Pool expenses will be influenced by the vacancy rate and costs of tenant defaults experienced by Condominium Units participating in the Rental Pool; There will be a market for the resale of Condominium Units after the Transfer Date, however, there will be no market for the sale of the Condominium Unit in conjunction with the Investor Services since a Purchaser may not assign the Rental Management Agreement in connection with the sale of a Condominium Unit. The marketability of a Condominium Unit will depend on many factors, including the state of the real estate market in the City of Ottawa. Consequently a Purchaser may not be able to liquidate his investment in a timely fashion; Purchasers do not have limited liability in respect to their ownership of a Condominium Unit. Purchasers will be responsible for the payment of any amounts due under the First Unit Mortgage and Second Unit Mortgage, realty taxes, amounts due to the Condominium Corporation and Rental Expenses regardless of the amount of Rental Income derived from the Condominium Unit. A Purchaser may not receive sufficient Net Rental Income to fully offset indebtedness incurred in connection with the purchase of a Condominium Unit and operating costs; Purchasers have a limited role in the operation and management of the Condominium Corporation and Condominium Unit and will be bound by all agreements made by the Agent pursuant to the Rental Management Agreement and all decisions made by the Condominium Corporation; 6

7 (e) (f) (g) (h) (i) The Vendor and Agent are capitalized only to the extent necessary for their operations and are in the practice of distributing earnings to their shareholders. Financial statements with respect to the Vendor and Agent are not included herein and accordingly prospective Purchasers should not place any reliance on the financial position of the Vendor or the Agent; Purchasers must rely on the expertise, good faith and judgment of the Agent to ensure the efficient management and operation of the Condominium Units and the good faith of both the Vendor and Agent in respect to possible conflicts of interest as between them and Purchasers; The Vendor and Agent are both collectively controlled, directly and indirectly, by their respective directors and officers. The Vendor and Agent are subject to a variety of conflicts of interest. If the Rental Management Agreement is terminated no mechanism exists for a Purchaser to pool rental expenses and repair and maintenance expenses associated with his Condominium Unit with other owners of Condominium Units; and A purchase of a Unit may be leveraged through financing the acquisition by long term indebtedness. While such a practice permits an acquisition of greater cost and may increase the return on invested capital, such a practice will increase the investment risk and the potential for exposure to larger losses. There is a risk that indebtedness initially incurred may not be refinanced on similar terms to that initially obtained. See RISK FACTORS and POTENTIAL CONFLICTS OF INTEREST. The City of Ottawa THE CONDOMINIUM UNIT The City of Ottawa was formed in January, 2001 in conjunction with the amalgamation of the former cities of Ottawa, Kanata, Nepean and Gloucester, and has a total population exceeding 800,000. Ottawa enjoys superior economic stability and growth when measured against other Canadian cities. Per capita average income is among the highest in the country with major employers including the Federal Government. The region also enjoys a significant concentration of high-technology businesses and national associations, with approximately 50% of the workforce in information and communications technologies, public administration and business services industries. 1 Vacancy rates for condominium rental properties in the Region averaged 4.0% in 2014 (3.7% in 2013). 2 Vacancy rates for condominium units subject to the Rental Pool maintained by the Agent averaged 8.6% in calendar 2014 (6.5% in 2013). 1 Ottawa s Workforce Environment, Ottawa Centre for Research and Innovation 2 Canada Mortgage and Housing Corporation, Rental Market Reports. Canada Mortgage and Housing Corporation included in the Rental Market Report an availability rate which estimates the number of rental units expected to be vacant in addition to units vacant at the date of the survey. As of October, 2014, the availability rate for Ottawa was estimated to be 4.79% (5.1% in 2013). Purchasers should note that historical trends are not necessarily indicative of future results. 7

8 The Condominium Unit The typical Condominium Unit consists of a garden home or town house residential unit in a single storey or low-rise condominium development containing three bedrooms, 1-1/2 bathrooms and approximately 1,100 square feet of living area. The Condominium Unit will include parking for at least one vehicle, contain at least two major appliances, and will normally be separately metered for hydro. Construction is usually wood frame with brick and wood veneers. The Condominium Unit is normally part of a condominium development consisting of at least twenty units originally constructed for owneroccupants and suitable for middle-income families. Condominium Units do not include condominium units identified by the Vendor as either luxury or low rental units. The developments usually centre around park and open spaces and are fully landscaped and well maintained. The developments will be located close to schools, buses, shopping centres, and recreational facilities such as to allow for rents equal to or better than similar properties available elsewhere in the region. Condominium Units are selected by the Vendor primarily by their location, sale price, potential for growth and expected carrying costs with a view to achieving maximum rental and sale potential. The following description of certain condominium units sold by the Vendor during 2014 is included to provide a representative sample only of Condominium Units typically available from time to time from the Vendor. As at March 17, 2015 the Vendor had no Condominium Units in inventory for sale hereunder. ADDRESS 1344 Marigold Ottawa, ON 1679 Meadowbrook Ottawa, ON 3257 Bannon Ottawa, ON 5F Woodvale Ottawa, ON CONSTRUCTION FEATURES Stucco, Siding and Brick Brick, Siding and Stucco Brick and Siding Stucco, Siding and Brick Condominium Status A condominium refers to a scheme of ownership of real property in which part of the property is divided into units which are individually owned and the balance of the property (known in Ontario as the common elements) is owned by the unit owners, with each unit owner having an undivided proportionate interest (known as that unit owner's common interest) as a tenant-in-common with all other unit owners, in the common elements. In Ontario, condominium projects are governed by the Condominium Act, 1998 (Ontario). Where a property has been developed as a condominium, the purchaser of a unit therein acquires separate title to the unit. Pursuant to the Condominium Act, 1998 (Ontario), a unit comprises the space enclosed by the unit boundaries defined in the declaration which is registered to create the condominium. The Condominium Act, 1998 (Ontario) does not require any particular placement of boundaries, nor does it require that any particular item be included in the common elements. Generally, the foundation and super-structure, central services and elevators and other access areas, communal and janitorial facilities, gardens and roadways form part of the common elements. Areas to be used by unit owners such as garages, lockers, balconies or patios and parking spaces may be within the unit description itself, sold as 8

9 separate units, declared to be exclusive use common elements (i.e. common elements which are for the exclusive use of one or more unit owner, but not all unit owners) or included in the common elements and allocated to unit owners for their use. Upon registration of a description of the property and a declaration that the property is to be governed by the Condominium Act, 1998 (Ontario), a corporation without share capital is formed. The members of the condominium corporation are the owners of units from time to time. The objects of the condominium corporation are to manage the property and the assets of the condominium corporation and to effect compliance by the owners with the Condominium Act, 1998 (Ontario), the declaration, and the by-laws and rules which the condominium corporation is empowered to enact pursuant to the legislation. The legislation provides that the affairs of the condominium corporation are to be managed by a board of directors. In practice, the board is the policy-making executive of the condominium corporation, while the actual day-to-day management is usually carried out by agents or employees, or by a management company which is hired by the condominium corporation pursuant to a management agreement which is approved by a by-law of the condominium corporation. Directors of condominium corporations are required to act honestly and in good faith and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Each owner of a condominium unit becomes a member of the condominium corporation and as such is eligible to vote at meetings of the condominium corporation and to be elected as a director of the condominium corporation. Each unit is permitted one vote other than units created for parking or storage only. In many condominium unit mortgages, the mortgagor assigns the right to vote to the mortgagee as permitted by the Condominium Act, 1998 (Ontario). The condominium corporation must maintain a record of the names of mortgagees who have notified the condominium corporation of their entitlement to vote and their address for service. At least fifteen days' written notice of meetings of owners must be given to mortgagees entitled to vote. In order to exercise the right to vote, the mortgagee must notify the condominium corporation and the owner of his intention to exercise such voting rights at least four days before the date specified in the notice for the meeting, failing which the unit owner may exercise the right to vote. The Condominium Act, 1998 (Ontario) allows for different percentages in the proportions of common interest appurtenant (i.e. allocated) to each unit and in contributions to common expenses among unit owners. These percentages are stated in the description. The common expenses comprise expenses arising from performance of the duties and objects of the condominium corporation and expenses which have been deemed common expenses in the Condominium Act, 1998 (Ontario) or in the declaration. The Condominium Act, 1998 (Ontario) specifies a number of common expenses including the cost incurred by the condominium corporation for repairs to an owner's unit after damage. Common expenses that may be specified in the declaration include the cost of services and utilities (water, commonly metered hydro, snow removal and landscaping), remuneration paid to employees, management fees, insurance premiums and the cost of borrowing money to carry out the duties of the condominium corporation. The Condominium Act, 1998 (Ontario) further requires the condominium corporation to collect from unit owners amounts which are, in the case where the comprehensive study described below has not been completed, the greater of 10% of common expenses as otherwise determined or an amount (the Reasonable Amount ) reasonably expected to provide sufficient funds for the major repair and replacement of the common elements and assets of the condominium corporation calculated on the basis of the expected repair and replacement cost and the life expectancy of the common elements and assets of the condominium corporation. The condominium corporation is required to conduct periodic studies to determine whether the amount of money in the reserve fund and the amount of contributions collected by the condominium corporation are adequate to provide for the expected cost of major repair and replacement of the common elements and assets of the condominium corporation. The reserve fund is a fund set up by the condominium corporation in a special account for major repair and replacement of common elements and assets of the condominium corporation including where applicable such items as roofing, exteriors of buildings, roads, sidewalks, sewers, heating, electrical and plumbing systems, 9

10 elevators, recreational and parking facilities, etc. The reserve fund may only be used for the purposes for which it was established and may not be distributed to the owners except on termination of the condominium corporation. Each owner is bound by the Condominium Act, 1998 (Ontario), the declaration and the by-laws and rules of the condominium corporation. A declaration may contain provisions respecting the use and occupation of a unit and may contain provisions restricting gifts, leases and sales of a unit. In addition, the board of directors of the condominium corporation may pass by-laws to govern the management of the property and may also make rules respecting the use of the units to promote the safety, security and welfare of the owners of the property, subject to any contrary provision in the declaration. Each owner has the continuing obligation to maintain his unit and to contribute to the common expenses of the condominium corporation in the proportion established by the condominium declaration. Where an owner defaults in his obligation to contribute to the common expenses, the condominium corporation has a lien against the owner's unit and appurtenant common interests for the unpaid amount and collection costs. The lien expires three months after the default occurred unless, within the three months, the condominium corporation registers a notice of lien against the title to the unit. The Corporation must give the unit owner at least ten days notice prior to the registration of a claim for lien for arrears of common expenses. On or before registering the notice with respect to a unit for residential purposes, the condominium corporation must give notice of the lien to every encumbrancer. In most cases the lien has priority over every registered and unregistered encumbrance notwithstanding that such encumbrance existed prior to the lien arising. Unit mortgages typically contain provisions entitling the mortgagee to collect the owner's contribution to common expenses for payment to the condominium corporation, and to pay arrears of common expenses and add such payments and the expenses of collection to the mortgage debt. The mortgagee is also usually given the right to accelerate the debt and realize on its security in the event of a default in payment of common expenses. Subject to any contrary provision in the declaration, the condominium corporation has the obligation to maintain the common elements and to repair the common elements and units after damage within thirty days of such damage occurring, unless the damage is to more than 25% of the buildings on the property and within sixty days of such damage occurring the owners of at least 80% of the units vote to have the condominium terminated. The Condominium Act, 1998 (Ontario) also imposes on the condominium corporation certain obligations with respect to the maintenance of insurance for the units and common elements. The condominium corporation must maintain insurance for units and common elements against specified perils to the replacement cost of the units and common elements, although such obligation does not extend to improvements and betterments made by an owner of a condominium unit. The Condominium Act, 1998 (Ontario) directs that any payment by an insurer under a policy of insurance obtained and maintained pursuant to the condominium corporation's obligation to insure is to be paid to the order of insurance trustees, if any, or otherwise to the order of the condominium corporation and used for repair provided that where the proceeds of the insurance policy are less than 15% of the replacement costs of the property covered by the policy the insurer shall pay the proceeds to the corporation or as the corporation may direct. The interposition of insurance trustees between insurer and insured gives mortgagees and unit owners the assurance that insurance proceeds will be applied towards repairing or replacing the units and common elements, as the case may be. The condominium corporation is required to keep adequate financial records and any owner or his agent duly authorized in writing may inspect the records on reasonable notice and at any reasonable time. Any person receiving money paid to or for the benefit of the condominium corporation must make available all records relating to the receipt and disposition of money for examination by the condominium corporation, any owner or any mortgagee. All condominium corporations, except those which manage property consisting of less than 25 units for residential purposes, and except where all unit owners consent in writing to dispense with Audit until the next annual meeting must appoint one or more auditors 10

11 at each annual meeting. The auditor must be a person licensed as a public accountant and may not be a director, officer, employee or manager of the condominium corporation, have an interest in contracts of the condominium corporation, or be a partner, employer, or employee of any director, officer, employee, or manager of the condominium corporation. A condominium corporation must hold an annual general meeting not more than three months after the registration of the declaration and description of the project as a condominium, and subsequently within six (6) months of the end of such fiscal year of the condominium. Directors will usually be elected, an auditor is to be appointed, and the financial statement and auditor's report are to be presented to the owners. Other meetings may be called throughout the year to deal with specific matters such as confirmation of by-laws, consideration of rules, and the removal of directors. Meetings may be called by the board, a mortgagee holding mortgages on not less than 15% of the units, or through a requisition of owners who together own at least 15% of the units. Whoever calls the meeting must ensure that a notice is sent out to each person entitled to receive one, which typically comprise the unit owners and mortgagees which have notified the corporation of their right to vote. The notice requirement is sufficiently met if those persons are notified 15 days before the meeting. The Condominium Act, 1998 (Ontario) provides for voting at owners' meetings in three ways: (1) By the unit owner; (2) By a proxy of the unit owner; or (3) By a mortgagee under an assignment of the unit owner's voting rights where provided pursuant to the terms of the mortgage. To establish a quorum for an owners' meeting, 25% of the units must be present in person or represented unless a by-law of the condominium corporation provides that a quorum requires owners who own 33 1/3% of the units of the condominium corporation. In most cases, business at owners' meetings is carried out by a majority of the votes cast, but certain matters (such as termination of the condominium) require the vote of more than 2/3 of the votes cast at the meeting. Condominium registration enables owners to sell individual condominium units to owner occupants as well as to other investors. Any such sale will be subject to existing tenant leases and the provisions of the Residential Tenancies Act, 2006, the Condominium Act, 1998 (Ontario) and any other legislation that may be then applicable. Furthermore, as in any real estate transaction, specific arrangements will have to be made with the holders of encumbrances registered against such condominium unit with respect to their discharge or assumption. See RESALE OF CONDOMINIUM UNIT. Rental Conditions The Agent intends, subject to market conditions prevailing from time to time, to enter into written leases with tenants for Condominium Units having an initial term of one year which will automatically renew on a month-to-month basis upon completion of the initial term. Rental increases beyond the rate initially achieved or otherwise in effect at the Transfer Date will be subject to the rent control guidelines contained in the Residential Tenancies Act, 2006 (the Act ). The Act permits landlords to increase the rent charged to a tenant in accordance with the percentage change from year to year in the Consumer Price Index provided a 90 day notice of rent increase has been given and 12 months have passed since the last increase or since the tenant first occupied the unit. The Act provides that restrictions regarding rent increases do not apply when a new tenant occupies a rental unit, such that the landlord will be free to negotiate the rent. Once the tenant is in place, the normal rules regarding rent increases apply. Rental Pool The Rental Pool represents a pooling of expenses incurred and paid by the Agent on behalf of Condominium Unit owners in connection with the collection of rent, vacancy of units and tenant inducements. The objective of the pool is to reduce the risk to an individual Condominium Unit owner from tenant defaults in the payment of rent and costs incurred during periods of vacancy. Rental Pool 11

12 expenses will be influenced by the vacancy rate experienced by Condominium Units participating in the pool and the costs of tenant defaults. The Rental Pool fee payable to the Agent in connection with the acquisition of a Unit is for the sole account of the Agent and is not credited towards expenses incurred by the pool. Further details on the operation of the Rental Pool may be found under the heading SUMMARY OF AGREEMENTS - RENTAL MANAGEMENT AGREEMENT. The Rental Pool commenced in 1982 and has been maintained by the Agent since As at January 1, 2015 the Rental Pool comprised 574 Condominium Units having an average age of construction of 25 years. The following provides certain unaudited historical information with respect to the operation of the pool: Calendar Year Average Number of Units Average Rent Average Monthly Pool Expenses (1)(2) $1,095 $ , , , (3) (3) (3) (3) (3) (3) (3)

13 (1) (2) (3) Calendar Year Average Number of Units Average Rent Average Monthly Pool Expenses (1)(2) Average Monthly Pool Expenses represents expenditures for Condominium Units participating in the pool for the whole of the calendar year. There is no assurance that historical trends evidenced in the pool will be indicative of future results. The Agent attributes the significant increase in Rental Pool expenses commencing in 2003, with corresponding amounts in subsequent years to the level in vacancy rates experienced during the period. Significant increases in Rental Pool expenses were also encountered in 1996 and 1997 in consequence of increased vacancy rates and rental incentives Vacancy rates have declined since 2008 and resulting in corresponding decreases in Rental Pool expenses. Repair and Maintenance Pool The Repair and Maintenance Pool represents a pooling of expenses incurred and paid by the Agent on behalf of Condominium Unit owners in connection with the maintenance, repair and refurbishment of Condominium Units. The objective of the pool is to reduce the risk to an individual Condominium Unit owner of expenses associated with periodic repair and refurbishment, and special assessments that may from time to time be levied by the Condominium Corporation. The Repair and Maintenance Pool fee payable to the Agent in connection with the acquisition of a Unit is for the sole account of the Agent and is not credited towards expenses incurred by the pool. Further details on the operation of the Repair and Maintenance Pool may be found under the heading SUMMARY OF AGREEMENTS - RENTAL MANAGEMENT AGREEMENT. The Repair and Maintenance Pool commenced in 1981 and has been maintained by the Agent since As at January 1, 2015 the Repair and Maintenance Pool comprised 574 Condominium Units having an average age of construction of 25 years. The following table provides certain unaudited historical information with respect to the operation of the pool: Calendar Year Average Number of Units Average Rent Average Monthly Pool Expenses (1) $1,095 $ , , ,

14 (1) Calendar Year Average Number of Units Average Rent Average Monthly Pool Expenses (1) Average Monthly Pool Expenses represents expenditures for Condominium Units participating in the pool for the whole of the calendar year. Pool Participation The following table provides general historical information concerning Unit prices and pool participation since commencement of the Rental Pool and Repair and Maintenance Pool. Percentage of Units Remaining in Pools as of December 31, 2014 Initial Purchaser (2) Subsequent Purchaser (3) Total Units (4) (Initial & Subsequent Purchasers) Rental Pool and Repair and Maintenance Pool Calendar Year Average Price to Public (1) Rental Pool and Repair and Maintenance Pool Rental Pool and Repair and Maintenance Pool 2014 $210, % 0% 100% , % 0% 100% ,242 97% 0% 97% ,365 84% 16% 100% , % 0% 100% ,285 75% 5% 80% ,412 75% 19% 94% ,064 88% 8% 96% ,042 65% 4% 69% ,512 81% 0% 81% ,969 30% 9% 39% ,925 26% 10% 36% ,028 24% 11% 35% ,612 43% 10% 53% ,940 37% 15% 52% ,992 21% 22% 43% ,761 26% 33% 59% ,010 10% 18% 28% ,525 24% 15% 39% ,011 27% 27% 54% ,250 18% 27% 45% ,132 27% 28% 55% ,211 8% 40% 48% ,583 15% 24% 39% ,915 16% 36% 52% ,106 20% 36% 56% 14

15 Percentage of Units Remaining in Pools as of December 31, 2014 Initial Purchaser (2) Subsequent Purchaser (3) Total Units (4) (Initial & Subsequent Purchasers) Rental Pool and Repair and Maintenance Pool Calendar Year Average Price to Public (1) Rental Pool and Repair and Maintenance Pool Rental Pool and Repair and Maintenance Pool ,705 6% 36% 42% ,978 14% 28% 42% ,770 7% 26% 33% ,095 5% 26% 31% ,221 1% 31% 32% ,816 4% 27% 31% ,941 3% 21% 24% ,960 4% 21% 25% (1) (2) (3) (4) Represents the aggregate acquisition cost of the Condominium Unit and fees applicable to Investor Services. Indicates the percentage of Units initially acquired in the particular year relative to Units sold in such year remaining in the Rental Pool and/or Repair and Maintenance Pool and owned by the initial Purchaser. Indicates the percentage of Units initially acquired in the particular year relative to Units sold in such year remaining in the Rental Pool and/or Repair and Maintenance Pool and now owned by a subsequent Purchaser. Indicates the percentage of Units acquired by an initial Purchaser in the particular year or subsequent Purchaser relative to Units initially sold in such year remaining in the Rental Pool and/or Repair and Maintenance Pool. The Agent maintains a listing of all Condominium Units participating in the Rental Pool and/or Repair and Maintenance Pool which is available for review by any prospective Purchaser upon request. 15

16 INDEPENDENT AUDITORS' REPORT To the Directors of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. We have audited the accompanying Schedule of Rental Pool Expenses of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. for the years ended December 31, 2014 and The schedule has been prepared by management based on the provisions of paragraph 5.3 of the standard rental management agreement. Management's Responsibility for the Schedule of Rental Pool Expenses Management is responsible for the preparation of the schedule in accordance with the provisions of paragraph 5.3 of the rental management agreement referred to above, and for such internal control as management determines is necessary to enable the preparation of the schedule that is free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on the schedule based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the schedule is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the schedule. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the schedule, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation of the schedule in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the schedule. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial information in the Schedule of Rental Pool Expenses of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. for the years ended December 31, 2014 and 2013 is prepared, in all material respects, in accordance with the provisions of paragraph 5.3 of the rental management agreement referred to above. 16

17 Basis of Accounting Without modifying our opinion, we draw attention to note 1 to the Schedule of Rental Pool Expenses, which describes the basis of accounting. This schedule has been prepared to provide information to the purchasers of Condominium Investment Units. As a result, the schedule may not be suitable for another purpose. (signed) KPMG LLP Chartered Professional Accountants, Licensed Public Accountants February 13, 2015 Ottawa, Canada 17

18 GRO-NET FINANCIAL TAX & PENSION PLANNERS LTD. CEN-TA REAL ESTATE LTD. Condominium Investment Units Schedule of Rental Pool Expenses Years ended December 31, 2014 and Vacancy costs Tenant incentives Bad debts Collection costs Interest paid on last month rent deposit Rental advertising and promotion Application credit check Average expense per condominium investment unit for 571 units (545 in 2013) $ 743,825 31,533 50,558 2,849 4,304 7,373 5,067 $ 516,081 14,203 76,952 2,349 6,288 5,608 4,634 $ 845,509 $ 626,115 $ 1, $ 1, Note 1. Basis of Presentation: The schedule of rental pool expenses has been prepared in accordance with the provisions in paragraph 5.3 of the standard rental management agreement. The pool expenses consists of expenses paid for rental units participating in the pool related to the collection of rent, including collection fees and related legal expenses, utility costs and maintenance of existing rents with respect to vacant units, free rent or other consideration representing tenant inducements and other expenses including interest on the rent deposits required to be paid under provincial legislation and administrative costs applicable to the collection of rent and marketing of vacant units. 18

19 INDEPENDENT AUDITORS' REPORT To the Directors of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. We have audited the accompanying Schedule of Repair and Maintenance Pool Expenses of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. for the years ended December 31, 2014 and The schedule has been prepared by management based on the provisions of paragraph 6.3 of the standard rental management agreement. Management's Responsibility for the Schedule of Repair and Maintenance Pool Expenses Management is responsible for the preparation of the schedule in accordance with the provisions of paragraph 6.3 of the rental management agreement referred to above, and for such internal control as management determines is necessary to enable the preparation of the schedule that is free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on the schedule based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the schedule is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the schedule. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the schedule, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation of the schedule in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the schedule. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial information in the Schedule of Repair and Maintenance Pool Expenses of Gro-Net Financial Tax & Pension Planners Ltd. and Cen-ta Real Estate Ltd. for the years ended December 31, 2014 and 2013 is prepared, in all material respects, in accordance with the provisions of paragraph 6.3, of the rental management agreement referred to above. 19

20 Basis of Accounting Without modifying our opinion, we draw attention to note 1 to the Schedule of Repair and Maintenance Pool Expenses, which describes the basis of accounting. This schedule has been prepared to provide information to the purchasers of Condominium Investment Units. As a result, the schedule may not be suitable for another purpose. (signed) KPMG LLP Chartered Professional Accountants, Licensed Public Accountants February 13, 2015 Ottawa, Canada 20

21 GRO-NET FINANCIAL TAX & PENSION PLANNERS LTD. CEN-TA REAL ESTATE LTD. Condominium Investment Units Schedule of Repair and Maintenance Pool Expenses Years ended December 31, 2014 and Painting Carpeting Appliances Electrical, plumbing and general maintenance Cleaning Condominium assessments and professional fees $ 77, ,275 63, ,897 23,618 98,818 $ 84, ,843 65, ,185 23, ,477 $ 969,229 $ 835,955 Average expense per condominium investment unit for 571 units (545 in 2013) $ 1, $ 1, Note 1. Basis of Presentation: The schedule of repair and maintenance pool expenses has been prepared in accordance with the provisions in paragraph 6.3 of the standard rental management agreement. The pool expenses consists of expenses paid for rental units participating in the pool related to maintenance, repair and refurbishment, including painting and cleaning, appliance repair or replacement, plumbing and electrical repairs, carpet replacement, assessments levied, and other expenses including administrative costs applicable to the maintenance or repair of rental units. 21