Connor Clark & Lunn Investment Management Ltd. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief from requirement to obtain specific and informed written consent from clients once in each twelve-month period with respect to certain funds -- subject to conditions.

Applicable Ontario Legislation

Ontario Regulation 1015, R.R.O. 1990, sec. 227(2)(b), 233.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO, NOVA SCOTIA

AND NEWFOUNDLAND AND LABARDOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.

SCHEER, ROWLETT & ASSOCIATES INVESTMENT MANAGEMENT LTD.

PCJ INVESTMENT COUNSEL LTD.

BAKER GILMORE & ASSOCIATES INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of Alberta, Ontario, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions") has received an application (the "Application") from Connor Clark & Lunn Investment Management Ltd. ("CC&L"), Scheer, Rowlett & Associates Investment Management Ltd. ("SRA"), PCJ Investment Counsel Ltd. ("PCJ"), and Baker Gilmore & Associates Inc. ("BGA") (collectively, the "Advisers") for a decision (the "Decision") pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the restriction against an adviser exercising discretionary authority with respect to a client's account to purchase or sell the securities of a related issuer of the registrant without the specific and informed written consent of the client once in each twelve month period after the adviser has disclosed to the client all relevant facts and obtained the initial written consent of the client (the "Annual Consent Requirement") not apply to one or more mutual funds managed or to be managed by CC&L, SRA, PCJ or BGA or an affiliate or associate of any of them (the "Funds") subject to certain conditions.

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions and National Instrument 33-105 Underwriting Conflicts;

AND WHEREAS it has been represented by the Advisers to the Decision Makers that:

1. CC&L is a corporation incorporated under the laws of British Columbia with its head office in British Columbia and is registered as an investment counsel and portfolio manager, a limited market dealer and a commodity trading manager in Ontario and has or expects to obtain, where required, equivalent adviser registration in each of the other Jurisdictions.

2. SRA is a corporation continued under the laws of Saskatchewan with its head office in Ontario and is registered as an investment counsel and portfolio manager in Ontario and has or expects to obtain equivalent adviser registration in each of the other Jurisdictions.

3. PCJ is a corporation incorporated under the laws of Ontario with its head office in Ontario and is registered as an investment counsel and portfolio manager and a limited market dealer in Ontario and has or expects to obtain equivalent adviser registration in each of the other Jurisdictions.

4. BGA is a corporation incorporated under the laws of Canada with its head office in Québec and is registered as an investment counsel and portfolio manager in Ontario and has or expects to obtain equivalent adviser registration in each of the other Jurisdictions.

5. The Connor Clark & Lunn Financial Group (the "CC&L Group") is a partnership created under the laws of British Columbia with its head office in Ontario. The CC&L Group owns, directly or indirectly, no less than 49% of the outstanding securities of each of the Advisers and other companies. The remaining securities of each of the Advisers are held by the other parties involved in the business of the CC&L Group.

6. Each of the Advisers manages some or all of its clients assets on a discretionary basis with segregated, separate portfolios of securities for each client that consist of securities of one or more of the Funds. All discretionary clients of the Advisers enter into an investment management agreement with that Adviser in which the client specifically consents to the Adviser exercising its discretion under the agreement to trade in the securities of one or more of the Funds.

7. Other than investments in other Funds, none of the Funds invest in securities of issuers that are connected issuers or related issuers of the CC&L Group.

8. The Funds are, or will be, open-end mutual fund trusts created under the laws of Ontario or British Columbia, and offered on a continuous basis. The Funds are not reporting issuers and are distributed to residents of the Jurisdictions on a private placement basis.

9. All clients of each of the Advisers receive a Statement of Policies which lists the related issuers of the relevant Adviser. These related issuers include the Funds. In the event of a significant change in its Statement of Policies, an Adviser will provide to each of its clients a copy of the revised version of, or amendment to, the Statement of Policies.

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that each of the Advisers is exempt from the Annual Consent Requirement under the Legislation in respect of the exercise of discretionary authority to invest in the securities of the Funds set out in an Adviser's Statement of Policies provided the Adviser has secured the specific and informed consent of the client in advance of the exercise of discretionary authority in respect of the Funds.

July 23, 2004.