Tax Benefits — Keep More of What You Earn

The Problem in Other Deals

- Participating Debt Interest(Canada): taxed at higher rates.
- Contingent Interest (U.S.):subject to unexpected withholding

The FoxyTokens Solution

- Coupons and make-whole are always calculated on US$100 face value — never on NAV or profits.
- Upside is separate. Red-Jar payments come from the sponsor’s equity, not the debt claim.
- Outcome: Blue-Jar coupons stay cleanly classified as interest.

The Investor Advantage

- Canadian investors: Eligible for 0% U.S. withholding tax under treaty rules.
- All investors: receive coupons and make-whole as plain interest, with fewer surprises in April.
- Bottom line: you keep more of what you earn.

FAQ's

What exactly is VULPIN Series A?

VULPIN Series A is a Canadian limited partnership designed to give investors both secured income and premium upside.

It’s composed of two coordinated LPs:

• Debt Fund LP – first-lien, interest-only lending up to 65% LTV, paying fixed coupons that step from 2% to 4% with a constant-yield make-whole at exit.

• Equity Upside Fund LP – provides investors 65% of the sponsor’s after-tax distributable gains, paid entirely from sponsor equity.

Together, they offer first-lien protection, reserve-backed income, and tax-clean participation in blue-chip Toronto and Oakville real estate.

How is my investment protected?

Your capital is secured by first-lien mortgages on institutional-grade Toronto and Oakville properties, with total leverage capped at 65% of appraised value.

A fully funded 12-month Debt Service Reserve Account (DSRA) holds one year of scheduled investor interest in advance. Coupons accrue from your Subscription Allocation Date and begin cash-paying once Gate-A (33.33% of the raise) is reached.

The DSRA bridges timing so income continues uninterrupted, and it must be replenished to 12 months before any equity distributions are made.

How and when do I receive income?

Coupons accrue from your Subscription Allocation Date. Cash-pay begins at Gate-A (33.33 % subscribed); any accrued amount pays on the first distribution date thereafter. Ongoing coupons follow the scheduled cadence.

How does the upside work?

Through the Equity Upside Fund LP, investors receive 65% of after-tax distributable gains at exit, while the sponsor retains 35%.
This upside is paid entirely from sponsor equity — after coupons, principal, and make-whole are fully paid — ensuring the Debt Fund LP interest stays fixed-formula and tax-clean.
It gives investors equity-style participation without giving up the protection of secured, first-lien debt.

What are the exit strategies?

VULPIN assets are designed for premium exits, not forced sales.
Investor returns can be realized through three primary exit doors:

1. Developer take-outs — when skyline or density rights unlock higher value.

2. Boutique condo sell-downs — converting select assets to retail PSF sales in strong markets.

3. Portfolio premiums — selling stabilized assets to REITs, family offices, or institutional buyers seeking branded, ESG-ready portfolios.

We sell into strength — never on a schedule.

Who can invest?

VULPIN Series A is open to accredited investors under the applicable private placement exemptions in:

• Canada (NI 45-106),
• United States (Reg D 506(c)), and
• International jurisdictions (Reg S or equivalent offshore exemptions).

Investors may subscribe directly into the Canadian master LP (in CAD) or through regulated feeder funds in the U.S., Luxembourg/Switzerland, Dubai, and Singapore — all with identical economics and compliance standards.

Are the returns tax-efficient?

Yes. The structure is specifically designed to keep investor returns treaty-clean and tax-efficient across jurisdictions.

• Debt Fund LP: Coupons and make-whole payments are classified as fixed-formula, non-participating interest on principal — not profit-linked or contingent — which generally avoids Canadian Part XIII withholding tax for non-resident investors.

• Equity Upside Fund LP: The upside is paid from sponsor equity, separate from the debt claim, preserving the tax-clean treatment of the fixed-income portion.

This structure allows both Canadian and international investors to receive predictable, after-tax income without cross-border tax leakage.