CC&L Group Management Companies - s. 6.1 of OSC Rule 13-502

Headnote

Item E(1) of Appendix C of OSC Rule 13-502 Fees -- exemption for pooled funds from paying an activity fee of $5,500 in connection with an application brought under subsection 147 of the Act, provided an activity fee be paid on the basis that the application be treated as an application for other regulatory relief under item E(3) of Appendix C of the Rule.

Rules Cited

Ontario Securities Commission Rule 13-502, Fees, (2003) 26 OSCB 891.

Securities Act, R.S.O. 1990, c. S.5 as am., ss. 77(2) and ss. 78(1).

National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR), s. 2.1(1)1.

BY FAX

February 4, 2004

Attention: Marlene Davidge

Dear Sirs/Mesdames:

By letter dated January 20, 2004 (the "Application"), you applied on behalf of Connor Clark & Lunn Investment Management Ltd. ("CC&L"), Connor Clark & Lunn Arrowstreet Capital Ltd. ("CCLA"), Scheer, Rowlett & Associates Investment Management Ltd. ("SRA"), PCJ Investment Counsel Ltd. ("PCJ"), and Baker Gilmmore & Associates ("BGA") (collectively, the "Managers"), the managers of certain pooled funds listed in the Application (the "Existing Pooled Funds") and other pooled funds managed by Managers from time to time (collectively with the Existing Pooled Funds, the "Pooled Funds"), to the Ontario Securities Commission (the "Commission") under subsection 147 of the Securities Act Ontario (the "Act") to exempt the Pooled Funds from filing with the Commission the interim and comparative annual financial statements (the "Financial Statements") prescribed by subsections 77(2) and 78(1) of the Act, or in the case of CC&L Genesis Fund, agreed to be filed in connection with an order dated June 25, 1991 of the Commission (the "Order").

By same date and cover, you additionally applied to the securities regulatory authority in Ontario (the "Decision Maker") on behalf of the Managers, for an exemption, pursuant to subsection 6.1 of Rule 13-502, from the requirement to pay an activity fee of $5,500 in connection with the Application in accordance with item E(1) of Appendix C of the Rule, on the condition that fees be paid on the basis that the Application be treated as an application for other regulatory relief under item E(3) of Appendix C of Rule 13-502, and from the requirement to pay an activity fee of $1,500 in connection with the latter relief (the "Fees Exemption")

Item E of Appendix C of Rule 13-502 specifies the activity fee applicable for applications for discretionary relief. Item E(1) specifies that applications under subsection 147 of the Act pay an activity fee of $5,500, whereas item E(3) specifies that applications for other regulatory relief pay an activity fee of $1,500.

From our review of the Application and other information communicated to staff, we understand the relevant facts and representations to be as follows:

1. Each of CC&L and PCJ are incorporated under the laws of Ontario, SRA is incorporated under the laws of Saskatchewan. BGA is incorporated under the laws of Quebec and CC&L is incorporated under the laws of British Columbia and all of the Managers carry on business in Ontario.

2. Each of the Managers manage certain of the Existing Pooled Funds for which either the Manager or a company retained by the Manager is the adviser. All of the advisers, including CC&L, SRA, PCJ and BGA, are registered in Ontario as an advisor in the category of investment counsel, and portfolio manager.

3. The Existing Pooled Funds are open-end mutual fund trusts established under the laws of Ontario, or in the case of the CC&L Genesis Fund, having been filing Financial Statements pursuant to the Order. The Existing Pooled Funds are not reporting issuers in any province or territory of Canada. Units of the Existing Pooled Funds are distributed in each of the provinces and territories of Canada without a prospectus pursuant to exemptions from the prospectus delivery requirements of applicable securities legislation.

4. The Existing Pooled Funds either fit within the definition of "mutual fund in Ontario" in section 1(1) of the Act and are thus required to file Financial Statements with the Commission under subsections 77(2) and 78(1) of the Act or in the case of CC&L Genesis Fund agreed to file the Financial Statements pursuant to the Order.

5. Section 2.1(1)1 of National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR) ("Rule 13-101") requires that every issuer required to file a document under securities legislation make its filing through SEDAR. The Financial Statements filed with the Commission thus become publicly available.

6. In the Application, the Managers and the Pooled Funds have requested under subsection 147 of the Act relief from filing the Financial Statements with the Commission. The activity fee associated with the Application is $5,500 in accordance with item E(1) of Appendix C of Rule 13-502.

7. If the Managers and the Pooled Funds had, as an alternative to the Application, sought an exemption from the requirement to file the Financial Statements via SEDAR, the activity fee for that application would be $1,500 in accordance with item E(3) of Appendix C of Rule 13-502.

8. If the Pooled Funds were reporting issuers seeking the same relief as requested in the Application, such relief could be sought under section 80 of the Act, rather than under subsection 147 of the Act, and the activity fee for that application would be $1,500 in accordance with item E(3) of Appendix C of Rule 13-502.

Decision

This letter confirms that, based on the information provided in the Application, other communications to staff, and the facts and representations above, and for the purposes described in the Application, the Decision Maker hereby exempts the Managers and the Existing Pooled Funds from

i) paying an activity fee of $5,500 in connection with the Application, provided that the Managers and the Existing Pooled Funds pay an activity fee on the basis that the Application be treated as an application for other regulatory relief under item E(3) of Appendix C to Rule 13-502, and

ii) paying an activity fee of $1,500 in connection with the Fees Exemption application under item E(3) of Appendix C to Rule 13-502.

"Leslie Byberg"