March 13, 2025

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF CONNOR, CLARK & LUNN FUNDS INC. (the Filer)

AND

CC&L Global Long Short Fund CC&L Global Market Neutral II Fund CC&L Alternative Income Fund (which will be renamed CC&L Absolute Return Bond Fund) PCJ Absolute Return II Fund (collectively, the Existing Alternative Funds)

AND

THE PCJ FOCUSED OPPORTUNIUTIES FUND AND SUCH OTHER ALTERNATIVE MUTUAL FUNDS ESTABLISHED IN THE FUTURE AND MANAGED BY THE FILER

(the Future Alternative Funds, and together with the Existing Alternative Funds, each an Alternative Fund and collectively, the Alternative Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Alternative Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) granting relief to the Alternative Funds from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that a simplified prospectus (SP) for an alternative mutual fund must not be consolidated with the SP of another mutual fund if the other mutual fund is not an alternative mutual fund, to permit the SP(s) for one or more of the Alternative Fund(s) to be consolidated with the SP(s) of one or more mutual fund(s) currently existing or created in the future: (i) that are reporting issuers to which NI 81-101 and National Instrument 81‑102 Investment Funds (NI 81-102) apply; (ii) that are not alternative mutual funds; and (iii) for which the Filer acts as the investment fund manager (collectively, the CC&L Funds, and together with the Alternative Funds, each a Fund and collectively, the Funds) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 or NI 81-102, as applicable have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

(i) The Filer is registered as: (i) an investment fund manager in Ontario, Newfoundland and Labrador and Québec; and (ii) a dealer in the category of exempt market dealer under the securities legislation of each of the Jurisdictions other than the territories.

(ii) The Filer is the investment fund manager of the Existing Alternative Funds and will be the investment fund manager of the Future Alternative Funds.

(iii) Connor, Clark & Lunn Investment Management Ltd. (CCLIM) is the portfolio manager of the CC&L Global Long Short Fund, the CC&L Global Market Neutral II Fund and the CC&L Alternative Income Fund. CCLIM may, in the future, be the portfolio manager of the Future Alternative Funds.

(iv) PCJ Investment Counsel Ltd. (PCJ) is the portfolio manager of the PCJ Absolute Return II Fund and will act also act as the portfolio manager of the PCJ Focused Opportunities Fund to be launched in March, 2025. PCJ may, in the future, be the portfolio manager of the Future Alternative Funds.

(v) Each of the Filer, CCLIM and PCJ is not in default of any of its obligations under the securities legislation in any jurisdiction of Canada.

(vi) Each Alternative Fund is, or will be, an alternative mutual fund established under the laws of the Province of Ontario.

(vii) Each Alternative Fund is, or will be, subject to NI 81-101 and NI 81-102, subject to any exemptions therefrom that may be granted by the securities regulatory authorities.

(viii) The securities of the Alternative Funds are, or will be, qualified for distribution in the Jurisdictions using a simplified prospectus and fund facts documents prepared and filed in accordance with the securities legislation of such Jurisdictions and, accordingly, each Alternative Fund is, or will be, a reporting issuer in the Jurisdictions.

(ix) Each Existing Alternative Fund is not in default of any of its obligations under the securities legislation in any Jurisdiction.

(ix) The Filer is the investment fund manager of CC&L Core Income and Growth Fund, CC&L Equity Income and Growth Fund, CC&L Global Alpha Fund, CC&L High Yield Bond Fund, CC&L Diversified Income Fund and NS Partners International Equity Focus Fund and will be the investment fund manager of such other mutual funds as may be created in the future (collectively, the CC&L Funds), each of which is, or will be, a conventional mutual fund and not an alternative mutual fund.

(x) The Filer wishes to combine the simplified prospectus of the Alternative Funds with the simplified prospectus of the CC&L Funds in order to reduce renewal, printing and related costs. Offering the Alternative Funds under the same simplified prospectus (the Prospectus) as the CC&L Funds would facilitate the distribution of the Alternative Funds in the Jurisdictions under the same prospectus disclosure and enable the Filer to streamline disclosure across the Filer’s mutual fund platform.

(xi) Even though the Alternative Funds are, or will be, alternative mutual funds, they share, or will share, many common operational and administrative features with the CC&L Funds that are conventional mutual funds and combining them in the same Prospectus will allow investors to more easily compare the features of the Alternative Funds and the CC&L Funds.

(xii) The ability to file the Prospectus for the Funds will ensure that the Filer can make corresponding changes to the operational and administrative features of the Funds in a consistent manner, if required.

(xiii) Investors will continue to receive a fund facts document for the applicable Fund when purchasing securities of the Fund as required by applicable securities legislation. The form and contents of the fund facts documents of the Alternative Funds and the CC&L Funds will not change as a result of the Exemption Sought.

(xiv) The Prospectus of the Funds will continue to be provided to investors, upon request, as required by applicable securities legislation.

(xv) National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not contain a provision which is equivalent to subsection 5.1(4) of NI 81-101. Accordingly, an investment fund manager that manages exchange-traded funds (ETFs) is permitted to consolidate a prospectus under NI 41-101 for its ETFs that are alternative mutual funds with a prospectus for its ETFs that are conventional mutual funds. The Filer submits that there is no reason why mutual funds filing a simplified prospectus under NI 81-101 should be treated differently from ETFs filing a prospectus under NI 41-101.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

"Darren McKall"

Manager, Investment Management Division

Ontario Securities Commission

Application File #: 2025/0110

SEDAR+ File #: 6245227