Exemption Orders (Discretionary)

CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF CONNOR, CLARK & LUNN INVESTMENT
MANAGEMENT LTD.


Exemption Order Under Sections 123(a) and 130(b) of the Act


WHEREAS Connor, Clark & Lunn Investment Management Ltd., manager of certain mutual funds described as investment pools and unit trusts, has applied to the British Columbia Securities Commission for an order:

1. under section 123(a) of the Securities Act, R.S.B.C. 1996, c. 418, that section 121(2)(b) of the Act does not apply to investments by the pools in the unit trusts; and

2. under section 130(b) of the Act, that Connor, Clark, as a mutual fund manager, is exempt from the requirements of section 126(a) of the Act in connection with the purchase and sale by the pools of units of the unit trusts;

AND WHEREAS Connor, Clark has represented to the Commission that:

1. Connor, Clark is a company incorporated under the laws of British Columbia, and is registered as a portfolio manager under section 34 of the Act and section 8 of the Securities Rules, B.C. Reg. 479/95;

2. under money management agreements, Connor, Clark is granted full discretion to manage the funds deposited with it by its clients;

3. Connor, Clark’s clients invest in pools of money with a certain investment focus and the pools, in turn, invest in units of pools of securities with a certain market focus; the pools generally hold units of the unit trusts, cash and cash equivalents;

4. the pools and unit trusts are “mutual funds” as defined in section 1(1) of the Act;

5. Connor, Clark is the fund manager for the pools and the unit trusts;

6. units of the pools are not offered for sale as mutual funds to the general public, are used exclusively by Connor, Clark for the purpose of management of funds under its direction, and none of the pools is a reporting issuer under the Act;

7. each client pays a fee to Connor, Clark based on the amount of money under management for that client; there are no other management or administration fees, acquisition or redemption charges, commissions or similar charges common in the mutual fund industry;

8. there is no duplication of any fees payable to Connor, Clark as a result of the investments by the pools in units of the unit trusts;

9. each client receives, on a quarterly basis, a report from Connor, Clark, including a portfolio review, financial markets review and details of the holdings of the client, and on average, between one and four times annually, Connor, Clark reviews the account with the client;

10. the pools’ investments in units of the unit trusts may, from time to time, constitute the pools as a “substantial security holder” of the unit trusts, as defined in section 120(2)(c) of the Act and, accordingly, in the absence of this order, the pools would be precluded by section 121(2)(b) of the Act from investing in, and holding an investment in, units of the unit trusts;

11. in the opinion of Connor, Clark, the investments by the pools in units of the unit trusts are in the best interests of the pools and represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the pools; and

12. in the absence of this order, section 126(a) of the Act requires Connor, Clark to file reports with respect to the purchase or sale by the pools of the units of the unit trusts;

AND WHEREAS on the basis of the above representations, the Commission is satisfied, for the purpose of the order requested under section 123(a) of the Act, that the investments by the pools in units of the unit trusts represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the pools;
    AND WHEREAS the Commission considers, for the purpose of the order requested under section 130(b) of the Act, that to do so would not be prejudicial to the public interest;

    IT IS ORDERED effective December 4, 1996:

    1. under section 123(a) of the Act, that section 121(2)(b) of the Act does not apply to investments by the pools in units of the unit trusts provided that the pools are not offered for sale to the public other than in the course of managing money provided to Connor, Clark, as a portfolio manager, through contracts providing it with discretion to manage the funds provided; and

    2. under section 130(b) of the Act, that Connor, Clark is exempt from the requirements of section 126(a) of the Act in connection with the purchase and sale by the pools of units of the unit trusts.

    DATED at Vancouver, British Columbia, on May 12, 1997.





    Joyce C. Maykut, Q.C.
    Vice Chair
    ©2026 British Columbia Securities Commission