Summary Section Content 1Exchange-traded funds (ETFs), structured products and other publicly offered investment vehicles are rapidly growing in popularity in Canada, while also attracting increasing regulatory scrutiny. Whether you operate, manage or sell ETFs, listed closed-end investment funds, principal protected notes, split share corporations, capital trusts or other structured products, it is essential to understand the laws that affect you. BLG’s Investment Management Group can provide you with the legal services and in-depth experienced advice you require related to ETFs, structured products and closed-end funds. BLG’s Investment Management Group has worked for over 50 years with the Canadian investment funds industry and has been an integral part of the growth in ETFs, structured products, closed-end funds and other investment vehicles. Our lawyers can provide you with the information and advice you need to fully understand the legal and regulatory aspects of your business. The breadth and depth of BLG’s Investment Management Group ensures that our investment fund industry clients get multi-dimensional legal services provided in a disciplined cost-effective manner. Our Investment Management Group has proven expertise in ETFs, structured products, closed-end funds and other investment vehicles and can provide you with a full range of legal services, including: Structuring ETFs, structured products and closed-end funds and their offerings Structuring specialized varieties of investment vehicles Drafting and reviewing offering – both initial and renewal - and continuous disclosure documents, such as prospectuses and MRFPs Co-ordinating the listing of securities of these investment products on stock exchanges Obtaining necessary relief from regulatory restrictions where required to allow you to operate your investment fund business as desired Negotiating and drafting trust agreements and incorporation documents, investment management and sub-advisory agreements, custodial agreements, dealer and underwriting agreements and other material contracts Negotiating and drafting ISDA and cleared derivative documentation Advising on diverse legal, regulatory and compliance matters relating to investment fund operations, administration, management, sales practices and marketing, fund valuation and proxy voting Advising on investment fund governance, including structuring and providing on-going advice to independent review committees and boards of directors. We assist our ETF, structured product, closed-end fund and other investment fund industry clients – both Canadian and international - with advice on initial structuring of funds, offerings of funds, stock exchange listings, establishment of compliance and operational systems through to ongoing operations and continued product offerings. We also provide advice on structuring investment funds and offerings of investment funds pursuant to private placements. In providing our services, we work closely with our lawyers in other specialized areas, including tax, derivatives, banking, securities litigation, insurance and securities registrant regulation and compliance to provide full service to our clients. We have excellent working relationships with the Canadian securities regulators and other government officials, including the Toronto Stock Exchange. We regularly and proactively provide regulatory updates and thought leadership to our clients and continuing legal education to the investment management and registrant community. BLG is pleased to be an affiliate member of the Canadian ETF Association (CETFA), as well as The Investment Funds Institute of Canada (IFIC), the Portfolio Management Association of Canada (PMAC), the Alternative Investment Management Association of Canada (AIMA Canada) and the Investment Industry Association of Canada (IIAC). Members of our Investment Management Group are directors of industry associations including the National Society of Compliance Professionals and the Exempt Market Dealers Association of Canada. We regularly participate in industry committees, including those organized by IFIC, PMAC and the IIAC. Publications Section Content 2Regular Contributing Authors, Canadian Hedge Watch Monthly Review, Canadian Hedge Watch Inc. Consulting Editors and Contributing Authors, Hedge Funds – A Practical Global Handbook to the Law and Regulation, Globe Business Publishing Ltd., 2012. Contributing Authors, Practical Law Multi-Jurisdictional Guide 2012 – Investment Funds, 5th Edition, Practical Law Publishing Limited. Carol Derk, “U.S. Derivatives Trading by Canadian Fund Managers: Continued Dodd-Frank Fall-Out,” BLG Investment Management Bulletin, November 2012. Cowdery & Liu, “Changes Ahead for Canadian Money Market Funds? How Will IOSCO’s Recent Policy Recommendations Play Out in Canada?” BLG Investment Management Bulletin, October 2012. Derk & Smirnakis, “International Standards for Derivatives Market Intermediary Regulation: IOSCO Releases Final Report,” National Banking Law Review, October 2012, Volume 31, No. 5. Cowdery & Gerhart, “Key Developments in Canadian Securities Regulation for the Investment Management Industry,” BLG Investment Management Bulletin, Fall 2012. Thiele & Mansi, “Proposals for a New “Restricted Dealer” IIROC Member Category Released for Comment,” BLG Investment Management Bulletin, August 2012. Thiele et al., “Two Distinct Regulatory Approaches for Non-Residential Investment Fund Managers Finalized in Canada – Effective September 28, 2012,” BLG Investment Management Bulletin, July 2012. Cowdery, Gerhart & Stern, “Canadian Securities Administrators Revise Proposals for Enhanced Account Level Disclosure and Investment Performance Reporting by Registrants,” BLG Investment Management Bulletin, July 2012. Cowdery, Gerhart & Lapierre, “Canadian Securities Regulators Considering Further Requirements for Independent Dispute Resolution for Registrants,” BLG Investment Management Bulletin, July 2012. Spagnolo & Lapierre, “Canadian Securities Regulators Release Second Request for Comments on ‘Stage 2’ of Point of Sale Disclosure,” BLG Investment Management Bulletin, July 2012. Kosonic & Gardiner, “Canadian Securities Regulators Renew Focus on Registrant Compliance: The New Normal – Being Review Ready,” BLG Investment Management Bulletin, June 2012. Cowdery & Gerhart, “What’s Ahead? At a Glance: Key Developments in Canadian Securities Regulation for the Investment Management Industry,” BLG Investment Management Bulletin, Spring 2012. Kosonic, McEvoy & Gardiner, “Hedge Fund Managers: Your 2012 Annual Compliance Check-Up – Quick Tips on Doing a Self-Diagnosis,” BLG Investment Management Bulletin, April 2012. Derk & Redican, “Canadian Securities Administrators Release Consultation Papers 91-404,” National Banking Law Review, April 2012, Volume 31, No. 2. Cowdery & Liu, “Updated Mutual Fund Rules Finalized in Canada for ETFs, Money Market Funds, Short Selling and Fund or Funds,” National Banking Law Review, April 2012, Volume 31, No. 2. Carol Derk, “IOSCO Releases Consultation Paper,” BLG Investment Management Bulletin, March 2012. Gerhart & Seed, “Canadian Securities Regulators Publish Proposals for Registration of Non-Resident Investment Fund Managers,” BLG Investment Management Bulletin, March 2012. Cowdery & Liu, “Updated Mutual Fund Rules Finalized in Canada for ETFs, Money Market Funds, Short Selling and Fund of Funds,” BLG Investment Management Bulletin, February 2012. Saragosti & Mansi, “Amendments to Derivatives Legislation in Québec,” BLG Investment Management Alert, February 2012. Eric Lapierre, “The Autorité des marchés financiers Initiates a Consultation on the Compensation of Consumers of Financial Products and Services,” BLG Investment Management Bulletin, January 2012. Contributing Authors, How to Start and Grow a Successful Hedge Fund in Canada, ISI Publications, 2011. Contributing Authors, The Capital Guide to Canada’s Hedge Fund Potential, ISI Publications, 2010. "OSC Staff Guidance on Portfolio Liquidity for Investment Funds — Eight Key Compliance Considerations", July 2015"TSX Proposes New Listing Requirements for Investment Funds and Structured Products", January 2015 Rankings & Recognition Section Content 3Ranked in Band 1 for Investment Funds in the 2017 edition of Chambers Canada — Canada's Leading Lawyers for Business.Best Canadian Law Firm, 2014, 2015 and 2016 Canadian Hedge Fund Awards.Canada Law Firm of the Year, 2014, 2015 and 2016 Americas Derivatives Awards.Top Listed in Ontario and in Canada in Mutual Funds in The Best Lawyers in Canada® 2017. The 2017 edition of the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada. The 2016 edition of the Canadian Legal Lexpert® Directory.The 2016 Who's Who Legal — The International Who's Who of Private Funds Lawyers. Representative Work Section Content 4Assisted with the creation of ETFs, closed-end funds and other investment fund products in Canada and the listing of those investment products on the TSX. Assisted with the structuring of mutual funds and ETFs that invest in US-listed ETFs. Assisted with the creation of closed-end funds that convert to open-end funds and the subsequent conversion process. Advised with respect to the marketing and advertising of ETFs and other investment fund products. Advised on the status of securities of ETFs as “index participation units”.