Fund Operations & Governance
We advise fund sponsors throughout the operational life of their funds, helping them manage change, mitigate regulatory risk, and make legally sound decisions as their funds grow and evolve.
How We Help
Investor Admissions, Redemptions & Transfers
- Legal review and structuring of investor admissions, redemptions, and transfers
- Analysis of governing document constraints, liquidity provisions, and exemption availability
- Coordination with administrators and dealers on legally compliant execution
- Guidance on secondary transfers, redemptions, and exceptional investor events
Fund Amendments & Supplemental Offerings
- Amendments to LPAs, trust documents, OMs, PPMs and subscription materials
- Structuring and documentation of top-up raises and supplemental offerings
- Investor consent mechanics and disclosure updates
- Securities and governance risk assessments
Governance, Conflicts & Related-Party Transactions
- Governance advice for GPs, trustees, boards, and managers
- Identification and management of conflicts of interest
- Structuring and disclosure of related-party transactions
- Support for decision-making processes and internal approvals
Disclosure & Regulatory Communications
- Ongoing disclosure advice for exempt funds
- Material change analysis and disclosure planning
- Drafting and managing communications with regulatory bodies
- Support during regulatory inquiries, desk reviews, and compliance sweeps
Ongoing Securities Law & Compliance Advisory
- Ongoing advisory support on securities law and exempt market obligations
- Annual and periodic compliance reviews
- Form 45-106F1 and related filing oversight
- Compliance calendars and regulatory risk monitoring
Typical Clients
- Private fund sponsors and managers
- Real estate, mortgage, and alternative asset funds
- Multi-fund platforms requiring ongoing legal support
- Sponsors operating under monthly legal advisory retainers
Engagement Model
Fund Operations & Governance services are typically provided through monthly retainer arrangements, offering predictable access to senior securities counsel for ongoing operational, governance, and compliance matters.
Fund Operations & Governance FAQ
General information only. Not legal advice. Viewing this content does not create a solicitor-client relationship.
NI 81-106 Investment Fund Continuous Disclosure applies to reporting issuer investment funds and, in Ontario, to non-reporting issuer mutual funds, subject to the filing exemption available to non-reporting issuer mutual funds in Ontario.
If a privately offered fund meets the definition of a “mutual fund” under the Securities Act (Ontario), NI 81-106 will generally apply even if the fund distributes securities solely under prospectus exemptions in NI 45-106. By contrast, a non-redeemable investment fund that is not a reporting issuer is generally outside the scope of NI 81-106, although contractual or registration-based obligations may still apply.
Private funds that are not subject to NI 81-106 and do not rely on the Offering Memorandum exemption under section 2.9 of NI 45-106 are generally not required by Ontario securities law to have their financial statements audited. However, audited financial statements may still be required where a registered investment fund manager is involved and applicable provisions of NI 31-103 impose financial reporting obligations, or where the fund’s offering documents or governing documents contractually require an audit. Institutional investors and lenders also commonly require audited financial statements as a commercial matter.
Where a fund relies on the Offering Memorandum exemption under section 2.9 of NI 45-106, annual audited financial statements must generally be delivered to investors in accordance with the ongoing disclosure requirements set out in Form 45-106F2.
NI 31-103 requires registered firms to identify, address, and disclose material conflicts of interest in the best interest of the client. This includes conflicts arising from related-party transactions, fee structures, allocation of investment opportunities, and compensation arrangements.
Registrants must implement written policies and procedures to identify conflicts, determine whether they can be addressed through controls and disclosure, and avoid conflicts that cannot be adequately managed. Enhanced disclosure and independent oversight may be required where the sponsor or manager benefits economically from fund-level decisions.
The required approvals depend on the terms of the governing document. Most limited partnership agreements and declarations of trust specify which amendments may be made unilaterally by the general partner or trustee and which require approval by a specified majority of investors.
Material amendments affecting economic rights, distribution waterfalls, redemption mechanics, or fundamental investment objectives typically require investor approval under the governing document.
In addition to contractual requirements, sponsors must assess whether the amendment triggers updated disclosure obligations under NI 45-106, including where the Offering Memorandum exemption is used, or whether it raises suitability, KYP, or conflict-of-interest considerations under NI 31-103 where a registrant is involved.
Related-party transactions must be disclosed where required by the governing documents, offering memorandum, or applicable securities law. If the fund is subject to NI 81-106, additional disclosure may be required in financial statements and related party notes.
Where a registered firm is involved, NI 31-103 requires identification and disclosure of material conflicts of interest, including transactions between the fund and the manager, affiliates, or insiders. Disclosure must be clear, prominent, and sufficient for investors to understand the nature and impact of the conflict.
Where a fund conducts continuous distributions in reliance on prospectus exemptions under NI 45-106 that require reporting, Form 45-106F1 Report of Exempt Distribution must generally be filed within 10 days of each distribution through SEDAR+, together with payment of the applicable OSC filing fee. Certain exemptions, including the Private Issuer exemption under section 2.4 of NI 45-106, do not require a Form 45-106F1 filing while the issuer continues to qualify as a private issuer.
If the fund is a reporting issuer or a non-reporting issuer mutual fund subject to NI 81-106, ongoing financial reporting obligations apply, including annual financial statements and, where required, interim statements. Registered firms must also comply with ongoing reporting and financial condition filings under NI 31-103.
