Altus Group Income Fund Completes IPO

On May 19, 2005, Altus Group Income Fund completed its initial public offering of 7,500,000 trust units at $10 per unit for gross proceeds of $75 million. On June 8, 2005, Altus Group Income Fund also completed the issuance of 537,825 additional units in connection with the exercise of an over-allotment option granted to the underwriters of the initial public offering. Altus Group Income Fund used the proceeds of the offering to acquire Altus Group, a valuation and research and realty tax management firm, Helyar & Associates, a construction cost and development cost management firm, and Derbyshire Viceroy, a realty tax management firm. Altus Group Income Fund is now the leading independent multi-disciplinary provider of real estate consulting and advisory services in Canada.

The offering was underwritten by a syndicate led by BMO Nesbitt Burns Inc. that included CIBC World Markets Inc., National Bank Financial Inc., TD Securities Inc. and Canaccord Capital Corp.

Altus Group Income Fund was represented by Goodmans LLP with a team that included David Matlow, Meredith Roth, Susan Garvie, Kari MacKay, Samantha Traub and Mariana Silva (corporate/securities), Alan Bowman (tax) and Celia Rhea and Rosella Santilli (banking), and across Canada by a team that included John Munnis of Goodmans (British Columbia); Jeremy Matthies of Burnet, Duckworth & Palmer LLP (Alberta); Aaron Runge of MacPherson Leslie & Tyerman LLP (Saskatchewan); Jody Langhan of Fillmore Riley LLP (Manitoba); Michel Rochefort of Desjardins Ducharme LLP (Quebec); Charles Reagh of Stewart McKelvey Stirling Scales (New Brunswick, Newfoundland and Labrador, Nova Scotia and Prince Edward Island); Gerald Stang of Peterson, Stang & Malakoe (Northwest Territories and Nunavut); and Lorne Austring of Austring, Fendrick, Fairman & Parkkari (Yukon).

The syndicate of underwriters was represented by Davies Ward Phillips & Vineberg LLP with a team that included Shawn McReynolds, Mindy Gilbert and Robert Druzeta (corporate/securities) and Colin Campbell and Siobhan Monaghan (tax).

In connection with the IPO, Altus Group Income Fund entered into a new credit facility with Bank of Montreal, which was represented by Michael Wunder, Charles Rich, Jeffrey Smolkin and Michele Joseph of Fraser Milner Casgrain LLP.

In connection with the acquisition of Altus Group, Helyar & Associates and Derbyshire Viceroy, the local companies comprising the Altus Group were represented in Ontario by Michael Slan and Lesley Munk of Fogler, Rubinoff LLP, Lawrence Soloway of Soloway Wright LLP, and Neal Kearney; in British Columbia by John Rogers of Burns, Fitzpatrick, Rogers & Schwartz; in Alberta by Doug Gahn of Duncan & Craig LLP and Martin Arkell of Arkell Damen Hoffman; in Quebec by Marc Bouchard of Les Avocats Pouliot L’Écuyer, s.e.n.c.r.l. and Frédéric Harvey, Franco Gadoury and John Segleski of Stikeman Elliott LLP; in Newfoundland and Labrador by Bob Andrews, Q.C., and Mark Andrews of White, Ottenheimer & Baker; in New Brunswick by James Fowler of Fowler & Fowler, and Alan Irvine; in Nova Scotia by Kelly Greenwood of Patterson Palmer; and in Prince Edward Island by Gordon MacKay, Q.C., of Carr Stevenson & MacKay. Helyar & Associates was represented by Patrick Boyle, Christopher Steeves, Will Fung, Natasha Wong and Eric So of Fraser Milner. Derbyshire Viceroy was represented by Stuart Bollefer, Cecilia Moffat and Lisa Moreau of Aird & Berlis LLP.