Our Investment Management Group

Our Investment Management Group consists of a team of over 40 lawyers who understand the business, regulatory and administrative issues that confront participants in the mutual funds industry. The Group has been advising participants in the mutual funds industry in Canada for over 50 years. Our clients include large and small Canadian mutual fund groups, Canadian and foreign investment advisers, mutual fund dealers, investment dealers, financial institutions, foreign mutual fund groups, investor servicing companies, securities regulators and self regulatory organizations.

Our Services

Borden Ladner Gervais LLP advises on public offerings of public mutual funds, closed-end mutual funds, segregated funds, labour sponsored funds and commodity pools; modelling and structuring of funds using derivatives; acquisitions and divestitures of fund management companies and mergers and restructuring of fund offerings; offerings to pension, group RRSP and other registered plan markets; exempt offerings of pooled fund and hedge fund securities; registration, compliance, tax, advertising and marketing issues; selling commission financing structures including securitizations and income trusts; regulatory defence and litigation issues relating to the investment industry; cross-border and international issues; and other investment management related matters, domestically and internationally. We advise trust companies on a wide range of trustee, custodial and pricing issues. We also assist regulators and SROs in the development and drafting of legislation, rules and policy guidelines.

Our Experience

Borden Ladner Gervais LLP is proud of the fact that the Group has been involved in the successful conclusion of many leading edge developments in the mutual fund industry in Canada. We believe we have played a large part in that success. By being disciplined, creative, persuasive and flexible, we have provided innovative solutions to difficult issues and have helped our clients achieve their business objectives.

The examples that follow are representative of the types of transactions and activities in which Borden Ladner Gervais has participated in recent years.

• Advised numerous fund companies and financial institutions and their affiliate brokerage houses on the modelling and structuring of funds using derivative strategies, including managed yield and RSP clone fund models.
• Advised Capital International, Scotia Securities, National Bank, Fidelity Investments and Counsel Group of Funds on their arms-length fund on fund structures.
• Advised on the structuring or restructuring of fund capital into multiple classes of securities for Capital International, Fidelity Investments, Guardian Group of Funds and Franklin Templeton.
• Assisted Mackenzie Financial and AIC with the creation of hedge funds.
• Advised AMVESCAP plc on its acquisition of G.T. Global in Canada and related issues concerning the AIM Family of Funds; Opus 2 on its acquisition of the McDonald Funds; AIC in its acquisitions of Georgian Capital; Putnam Investments in its acquisition of an equity interest in, and strategic alliance with Sceptre Investments; and Charles Schwab in the divestiture of its investment dealer operations to The Bank of Nova Scotia.
• Assisted BMO, AIC, Synergy, Fidelity Investments, Franklin Templeton, Clarington and others in the creation of corporate fund structures.
• Advised the promoter, manager and/or portfolio manager with respect to the establishment of various closed-end funds and the public offering and listing of their securities including Sentry Select Diversified Income Trust, DDJ High Yield Fund, Skylon Global Capital Yield Trust and Sentry Select Blue-Chip Income Trust. We have also acted for the underwriters of numerous closed-end trust offerings including Brompton VIP Income Trust.
• Assisted with the restructuring of corporate and trust fund offerings, including fund mergers, for numerous fund companies.
• Advised MDS Capital Corp., Medical Discovery Management Corporation and Capital Alliance Management with respect to the creation of some of the first labour sponsored investment funds established in Canada, and have advised them and other fund managers on the establishment of a number of other labour sponsored investment funds since that time.
• Advised both managers of public and private venture capital funds as well as start up companies engaged in a variety of industry sectors in connection with venture capital investments ranging from several thousands to millions of dollars.
• Advised State Farm Insurance with respect to the establishment of subsidiary mutual fund dealer operations in various provinces.
• Advised AIC in connection with the first split share transaction structured on a mutual fund.
• Advised on the creation and structure of securitization vehicles for C.I. Mutual Funds, Mackenzie Financial, Templeton Management, Acuity and AIC and income trusts as a means of providing DSC selling commission financing to numerous fund managers.
• Advised on the establishment, or distribution of segregated funds for C. I. Mutual Funds, Mackenzie Financial, Franklin Templeton among others.
• Assisted foreign advisers with the legal aspects of offering investment management services to Canadian fund managers, pension plans, financial institutions and high net worth individuals, including, David L. Babson & Company, Genesis Asset Management, International Advisors, INVESCO, J.P. Morgan Investment Management, Montgomery Asset Management, Deutsche Asset Management, Oppenheimer Capital Management, PanAgora Asset Management, Standish, Ayer & Wood, The Prudential Asset Management Company, The Putnam Advisory Company, T. Rowe Price, and Walter Scott & Partners.
• Advised Fidelity Investments, Capital International, Putnam Investments and Frank Russell Company in connection with establishing Canadian operations, most of which involve the public offering of mutual fund securities.
• Advised Acuity and Meritas in connection with the creation of socially responsible funds.

The firm has acted on a number of occasions as counsel to The Investment Funds Institute of Canada (IFIC), the national trade association for the mutual funds industry in Canada. It is co-editor of IFIC's compliance guides for retail distributors and fund managers. In addition, the members of our Investment Management Law Group are or have been active on many committees of IFIC, including the Regulatory Steering Committee, the Sales Practices Steering Committee, the Sales Communications Steering Committee, the Administrative Steering Committee, the Tax Steering Committee, the Fund-of-Fund Subcommittee and the Conference Committee. A member of our Investment Management Law Group is an officer of Committee I (Investment Companies and Mutual Funds) of the International Bar Association Section of Business Law.

The firm acts as counsel to the Mutual Funds Dealers Association of Canada ("MFDA"), the self-regulatory organization for mutual fund dealers.

The firm also acts as counsel to the Investment Industry Regulatory Organization of Canada (IIROC) (formerly the Investment Dealers Association of Canada [IDA]), a national self-regulatory organization for the securities industry in Canada. The firm has acted since their inception for the Canadian Investor Protection Fund, which protects investors in the event of the insolvency of a securities dealer and The Canadian Securities Institute which is the national educational body of the securities industry. The firm has also acted for The Canadian Depository for Securities Limited (CDS) since it was first organized. CDS provides the principal securities depository and settlement system for the Canadian financial community.

The firm has advised the Association of Labour Sponsored Investment Funds in connection with the Ontario Ministry of Finance's development of guidelines for compliance by labour sponsored investment funds with legislative and policy requirements, as well as other matters of concern to the industry. The Association of Labour Sponsored Investment Funds' membership includes most labour sponsored investment funds currently operating in Ontario and/or other provinces, with total capital under management of almost $3 billion.

Through this extensive involvement, the Investment Management Law Group is regularly involved with issues of market policy and regulation, regulation and conduct of mutual funds and their managers and the ownership and permitted activities of participants in the mutual funds industry.