Summary Section Content 1Securities regulations and compliance expectations and standards are becoming increasingly complex on a global scale. Whether you are an investment fund manager, portfolio manager, investment adviser or a dealer, it is critical that you receive legal advice and support from lawyers who not only understand the laws that affect your business, but who focus exclusively on registrants and have the depth of knowledge and experience to allow you to navigate the legal and regulatory issues associated with your business. BLG’s Securities Registrant Regulation and Compliance team is the largest practice group of its kind in Canada and is dedicated to understanding and resolving the regulatory and other legal issues that may arise in your business. We can provide you with information and advice you need to fully understand the laws and regulations that affect the registrant community. The breadth and depth of BLG’s broader Investment Management Group ensures that registrant clients get multi-dimensional legal services provided in a disciplined cost-effective manner. Our Securities Registrant Regulation and Compliance team provides a full range of legal services to registrants including: Assisting firms and their officers, employees and agents to attain and maintain registered status with Canadian securities regulators and, as applicable, as members of self-regulatory organizations (SROs) Developing, designing, reviewing and assessing, compliance procedures and practises relating to regulatory and internal policy requirements Building or strengthening compliance capability; conducting mock audits and investigations; identifying operational problems and devising appropriate, cost-effective solutions; and responding to regulatory developments Assisting registrants which are the subject of a regulatory compliance audit, including training executives and staff in appropriate responses to regulatory interviews Assisting with a diverse compliance and regulatory matters, such as conflicts of interest and their management, risk management, internal controls, anti-money laundering and anti-terrorist financing, portfolio security valuation, error correction, best execution, trade-matching and soft dollar usage Obtaining required regulatory relief from regulatory restrictions where necessary to allow you to operate your business as desired Reviewing and drafting client documentation, such as investment management agreements, relationship disclosure, risk and conflicts of interest disclosure, new account opening forms, account agreements Reviewing and providing assistance and advice on marketing materials, including brochures, presentations and sales communications Reviewing and drafting offering documents relating to investment funds and other product offerings in Canada, whether offered on an exempt basis under an offering memorandum or under a prospectus. Assisting with issues relating to becoming a customer of FundSERV Inc. We assist our registrant clients – both Canadian and international - with initial start-up, establishment of compliance and operational systems through to services and product offerings. We provide advice on structuring investment funds and offerings of investment funds, including hedge and alternative funds, pursuant to private placements and public offerings to comply with Canadian securities laws. We are counsel to the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) being the recognized SROs in Canada. We also assist trade associations such as The Investment Funds Institute of Canada (IFIC) Portfolio Management Association of Canada (PMAC), the Alternative Investment Management Association of Canada (AIMA Canada) and the Investment Industry Association of Canada (IIAC), along with other industry trade associations. In providing services to our registrant clients, we work closely with our lawyers in other specialized areas, including securities litigation, banking, pensions, insurance and tax 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 IFIC, PMAC, AIMA Canada and IIAC. BLG is pleased to be an affiliate member of IFIC, PMAC, the Canadian ETF Association (CETFA), 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. "The Fall of the Green Wall: Legalizing Cannabis in Canada," April 2017."Alberta to Join the CSA on Disclosure of Diversity Practices," October 2016."The Cost of Compliance in Alberta is Going Up — ASC Adopts New Participation Fee for Reporting Issuers and Changes Other Fees," June 2016."105-day Take-Over Bids — What Impact on Take-Over Defences?," February 2016."60 day Bid, 120 day Pill, 90 day Decision... the Wisdom of Solomon or a Sign of Things to Come...," December 2015."Outsiders On The Inside: A Cross-Border Insider Trading Case Study," October 2015."CSA's Proposed Harmonized Report of Exempt Distribution," October 2015."Amendments to Regulations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act," July 2015. Rankings & Recognitions Section Content 4Ranked 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 2017 edition of the Canadian Legal Lexpert® Directory.The 2016 Who's Who Legal — The International Who's Who of Private Funds Lawyers.