An educational overview for property owners considering a structural transition from direct ownership to fund participation.
This page provides general information only and does not constitute an offer to sell or a solicitation to purchase securities.
A "roll-in" refers to the contribution of an existing real estate asset into a pooled investment fund structure, rather than selling the property on the open market. Instead of liquidating ownership through a traditional sale, the property owner transfers the asset into the fund in exchange for units that reflect their proportionate equity contribution.
This transaction shifts ownership from the property level to the fund level. The owner no longer holds direct title to the building but instead becomes a limited partner in the fund, with exposure to the pooled portfolio rather than a single asset.
Roll-in structures are most common in institutional settings where property owners seek to consolidate holdings, professionalize management, or restructure portfolios without triggering an outright disposition.
Property owners may explore a roll-in transaction for a variety of operational, financial, or estate planning reasons. Common motivations include:
Converting a single-asset position into exposure across a diversified fund portfolio can reduce concentration risk and provide broader market participation.
Owners seeking to step back from day-to-day operations may prefer to transition management responsibilities to an institutional sponsor while retaining equity exposure.
Fund units may offer more flexible options for partial liquidity, succession planning, or estate distribution compared to undivided interests in a single property.
Subject to appropriate structuring and professional advice, certain roll-in transactions may be structured to defer capital gains recognition compared to an outright sale.
Rolling an asset into a fund may provide access to the fund's financing relationships or refinancing capacity without requiring a sale.
Understanding the practical implications of a roll-in requires clarity on what shifts and what remains consistent.
Legal Ownership
Title transfers from the individual or entity to the fund. The owner becomes a unitholder, not a direct titleholder.
Management Control
Operational decisions shift to the fund's general partner or manager. The contributor no longer directs property-level decisions.
Investment Profile
Exposure shifts from a single asset to the fund's diversified portfolio. Performance is tied to the aggregate holdings, not the contributed property alone.
Liquidity Terms
Exit mechanisms are governed by the fund's partnership agreement, which may include redemption provisions, transfer restrictions, or lock-up periods.
Economic Exposure to Real Estate
The contributor retains exposure to institutional multifamily real estate, albeit through a pooled vehicle.
Long-Term Investment Orientation
Both direct property ownership and fund participation are typically structured for long-term holds. The time horizon remains similar.
Real Estate Risk Profile
The underlying risks—market cycles, tenant performance, capital expenditures—remain inherent in the asset class.
Not all properties are suitable for contribution into a fund structure. Roll-in candidates are typically evaluated based on alignment with the fund's mandate, quality standards, and operational criteria.
In the context of CORE Investment Fund, which focuses on institutional-quality multifamily real estate in Western Canada, assets under consideration generally share the following characteristics:
Stabilized or near-stabilized multifamily properties located in Western Canadian markets, with a preference for urban or growth-oriented submarkets.
Institutional-grade buildings with sound physical condition, professional management history, and capital plans that align with fund underwriting standards.
Properties large enough to warrant institutional oversight, typically held in clean title structures without complex encumbrances or partnership conflicts.
Clear financial records, tenant documentation, and maintenance histories that allow for comprehensive due diligence and valuation.
Note: Each potential roll-in is subject to detailed underwriting, third-party valuation, and approval by the fund's general partner. There is no obligation for the fund to accept any property, and not all assets offered will meet the required criteria.
The tax and legal implications of a roll-in transaction can be complex and vary significantly depending on the owner's jurisdiction, hold structure, and the fund's design. This section provides a general overview only—professional tax and legal advice is essential before proceeding.
In certain circumstances, Canadian tax rules may permit contributions to a partnership on a tax-deferred basis under sections such as 97(2) of the Income Tax Act. Proper structuring and professional guidance are required to access these provisions.
If a roll-in is structured as a disposition rather than a tax-deferred transfer, capital gains and recapture of depreciation may be triggered at the time of contribution.
Existing mortgage debt may be assumed by the fund, repaid at closing, or refinanced. Debt relief can have tax consequences and must be carefully modeled.
Depending on the contributor's status and the fund's structure, securities law considerations, partnership agreements, and regulatory filings may be required.
This is not tax advice. Every property owner's situation is different. Before proceeding with any roll-in transaction, consult with qualified tax advisors, legal counsel, and financial professionals who understand your specific circumstances and can model the implications in detail.
A roll-in transaction is a significant structural decision. It may be appropriate for certain owners in specific circumstances, but it is not a universal solution.
Long-term holders seeking to transition management while retaining real estate exposure
Owners of institutional-quality assets in Western Canadian multifamily markets
Family offices or private owners planning succession or estate distribution strategies
Sophisticated investors seeking portfolio diversification or professional sponsor oversight
Owners with complex partnerships looking to simplify hold structures or resolve succession questions
Owners seeking full liquidity or near-term exit—a roll-in is not equivalent to a sale
Property owners requiring direct control over asset-level decisions and operations
Assets outside the fund's mandate (e.g., non-multifamily, outside Western Canada, development projects)
Investors focused on short-term strategies or speculative plays incompatible with the fund's objectives
Owners unprepared for fund-level governance, reporting standards, or liquidity terms
A roll-in is a structural transaction that exchanges autonomy for diversification and professional management. It is suited for owners who value those trade-offs and meet the fund's criteria.
CORE Investment Fund is a Canadian limited partnership managed by Calnan Real Estate Group, structured to acquire and hold institutional-quality multifamily real estate in Western Canada.
The fund was designed with a long-term perspective and a mandate focused on stability, professional management, and alignment with sophisticated investor objectives. It is not structured as a high-turnover vehicle or a development fund.
In the context of roll-in opportunities, CORE serves as one potential destination for property owners who:
Hold assets that align with the fund's geographic and asset class focus
Prefer a professionally managed structure with institutional governance
Seek exposure to a diversified portfolio rather than a single-asset hold
Value the operational infrastructure, reporting standards, and sponsor relationships established within the fund
CORE is not actively soliciting roll-in opportunities, nor is it obligated to accept any property offered. Each potential transaction is evaluated individually based on fund capacity, strategic fit, underwriting standards, and alignment with existing investor objectives.
Owners interested in exploring whether a roll-in may be appropriate should expect a comprehensive diligence process, third-party valuation, and clear documentation of terms before any decision is made.
A real estate roll-in is the contribution of an existing property into a pooled investment fund in exchange for units representing proportionate ownership. Instead of selling on the open market, the property owner transfers the asset to the fund and becomes a limited partner with exposure to the fund's diversified portfolio.
A traditional sale generates immediate liquidity through a cash transaction. A roll-in exchanges the property for fund units, maintaining real estate exposure but shifting from direct ownership to fund participation. Roll-ins may offer tax deferral opportunities and allow owners to remain invested in real estate without managing individual properties.
Properties best suited for roll-in consideration typically include stabilized multifamily assets with consistent operating history, clear title, and alignment with the fund's investment focus. Properties with significant deferred maintenance, complex ownership structures, or misalignment with fund criteria may not be appropriate.
Real estate roll-ins are inherently illiquid investments. Fund units typically have restrictions on redemption and transfer. Property owners should expect to maintain long-term exposure and should not contribute assets if they require near-term liquidity. This is a structural transition, not a liquidity event.
Tax treatment depends on structure and jurisdiction. Some roll-in transactions may qualify for tax deferral under specific provisions, while others may trigger immediate recognition. Tax implications vary by investor and should be thoroughly analyzed with qualified tax advisors before proceeding. No tax advice is provided on this page.
Property valuation for roll-in transactions typically involves independent third-party appraisals and comprehensive due diligence. The valuation process ensures fair treatment for both the contributing owner and existing fund investors. Final terms are documented through formal agreements reviewed by legal and financial advisors.
→ Learn about CORE Investment Fund — the professionally managed platform that accepts roll-in contributions
→ Invest with Us — understand how investors participate in CORE
→ Read our whitepaper: The Quiet Exit — how rental property owners are reducing risk without selling
If you are a property owner considering a roll-in transaction and believe your asset may align with the CORE mandate, the appropriate starting point is to consult with your own advisors before initiating any conversation with the fund.
Work with your tax advisor, legal counsel, and financial planner to evaluate whether a roll-in structure aligns with your objectives and circumstances.
Review whether your property meets the criteria outlined on this page, including asset class, geography, quality, and operational transparency.
Gather current financial statements, rent rolls, operating histories, capital plans, and legal documentation for review during any preliminary discussions.