Summary Section Content 1Publicly offered mutual funds are a vital component of the financial services industry in Canada. Whether your business is managing and administering mutual funds, selling mutual funds, acting as a portfolio manager of mutual funds or providing services to the mutual fund industry, it is critical that you have legal assistance and advice from lawyers who not only understand the laws that affect your business, but who focus exclusively on your industry and have the depth of knowledge and experience to allow you to navigate the legal and regulatory issues associated with this industry. BLG’s Investment Management Group has worked for over 50 years with the Canadian mutual funds industry and has been an integral part of its growth. 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 mutual fund industry clients get multi-dimensional legal services provided in a disciplined cost-effective manner. We are privileged to have been the trusted adviser to many mutual fund complexes operating in the Canadian marketplace since their inception and to have been part of their on-going growth and success. Our Investment Management Group has proven expertise in mutual funds and their regulatory and legal environment and can provide you with a full range of legal services, including: Structuring mutual funds and their offerings Structuring specialized varieties of mutual funds, such as commodity pools, capital yield funds, alternative investment funds and scholarship plans Structuring specialized investments for mutual funds, such as investments in UCITs and SICAVs and other off-shore collective investment vehicles Drafting and reviewing offering – both initial and renewal - and continuous disclosure documents, such as prospectuses, fund facts and MRFPs Obtaining necessary relief from regulatory restrictions where required to allow you to operate your mutual funds and your business as desired Negotiating and drafting trust agreements, incorporation documents, investment management and sub-advisory agreements, custodial agreements and other material contracts Negotiating and drafting ISDA and cleared derivative documentation Advising on diverse legal, regulatory and compliance matters relating to mutual fund operations, administration, management as well as sales practices and sales communications, marketing, fund valuation and proxy voting Advising on mutual fund governance, including structuring and providing on-going advice to independent review committees and boards of directors We assist our mutual fund industry clients – both Canadian and international - with initial structuring of funds, offerings of funds, 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 to our mutual fund clients, we work closely with our lawyers in other specialized areas, including tax, derivatives, securities litigation, pensions, insurance, and securities registrant regulation and compliance to provide full service. We have excellent working relationships with the Canadian securities regulators and other government officials. We regularly and proactively provide regulatory updates and thought leadership to our clients and continuing legal education to the investment management and registrant community. 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 also participate in industry committees, including those organized by The Investment Funds Institute of Canada (IFIC), the Portfolio Management Association of Canada (PMAC) and the Investment Industry Association of Canada (IIAC). BLG is pleased to be an affiliate member of IFIC, PMAC, the Canadian ETF Association (CETFA), the Alternative Investment Management Association of Canada (AIMA Canada) and 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. "CSA's Proposed Harmonized Report of Exempt Distribution", October 2015"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"Fund Facts Delivery Before Purchase of Canadian Mutual Funds - Effective May 30, 2016", December 2014 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.