Summary Section Content 1No matter what kind of investment strategy and investment product you manage, it is critical that you have legal advice and support 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 your industry. Whether you call your product a hedge fund, a pooled fund, a private equity fund or an alternative investment, your industry is evolving, and you need a legal team that can not only react to, but anticipate, your changing needs. BLG’s Alternative Investment team can provide you with information and advice you need to fully understand the legal and regulatory aspects of your business and your investment offerings. The breadth and depth of BLG’s broader Investment Management Group ensures that alternative investment clients get multi-dimensional legal services provided in a disciplined cost-effective manner. Our Alternative Investment team can provide you with the securities, banking and tax advice you need to launch your business and/or structure a new hedge fund, pooled fund, private equity fund or other alternative investment product. Our legal services include: Advising on and assisting with the structuring of the fund manager and obtaining all necessary registrations and licensing Structuring hedge funds, pooled funds, private equity funds and other alternative investment products, including the preparation of specifically tailored containing documents such as trust agreements, limited partnership agreements and articles of incorporation Advising on the terms of offering and meeting all regulatory requirements, including access to the dealer distribution network (e.g. through FundSERV Inc.) Drafting and/or reviewing offering documents and continuous disclosure filings, including offering memoranda, prospectuses, term sheets and marketing materials Obtaining required regulatory relief from regulatory restrictions where necessary to allow you to operate your fund product and your business as desired Drafting and/or negotiating management agreements, subscription agreements, prime brokerage agreements, derivative documentation and other material contracts Assisting with diverse legal, regulatory and compliance matters relating to fund management, operations and administration, as well as sales practices and marketing. We are privileged to have been the trusted adviser to many private fund and alternative investment firms operating in the Canadian marketplace since their inception and to have been part of their on-going growth and success. We assist our private fund and alternative investment industry clients – both Canadian and international - with the structuring and offering of fund products, from initial establishment of compliance and operational systems through to ongoing operations and continued product development. We understand off-shore structures and work closely with local counsel in off-shore jurisdictions and can provide knowledgeable advice and recommendations for this aspect of your fund structures. In providing our alternative investment services, we work closely with our lawyers in other specialized areas, including tax, derivatives, banking, securities litigation, pensions, insurance, and securities registrant regulation and compliance to provide full service to our hedge fund, pooled fund, private equity fund and other alternative investment industry clients. 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 (NSCP) and the Exempt Market Dealers Association of Canada (EMDA). We also participate in industry committees, including those organized by the Alternative Investment Management Association of Canada (AIMA Canada), 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 AIMA Canada, IFIC, PMAC, IIAC and the Canadian ETF Association (CETFA). Publications Section Content 2 Williams, Kosonic Burns & Gardiner, "Marketing and Selling Hedge Funds in Canada", HFM Compliance Database, 2014-presentRegular 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 Rankings & Recognitions Section Content 4Ranked in Band 1 for Investment Funds in the 2018 edition of Chambers Canada — Canada's Leading Lawyers for Business.The 2017 edition of the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada. The 2017 edition of the Canadian Legal Lexpert® Directory.Top Listed in Ontario and in Canada in Mutual Funds in The Best Lawyers in Canada® 2017.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.The 2016 Who's Who Legal — The International Who's Who of Private Funds Lawyers.