Securities Law & Instruments

Headnote

Section 147 - Issuer exempt from the filingand fee requirements of sections 7.1, 7.3 and 7.5 of OSC Rule45-501 - Exempt Distributions in connection with the writingof over-the-counter call and put options - Purchasers of over-the-counteroptions accredited investors.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 147.

Rules Cited

Ontario Securities Commission Rule 45-501 [Revised]- Exempt Distributions, sections 7.1, 7.3 and 7.5.

IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
CONNOR, CLARK & LUNN TIGERS TRUST

ORDER
(Section 147 of the Act)

UPON the application of Connor, Clark& Lunn Capital Markets Inc. (the "Manager"), inits capacity as manager of Connor, Clark & Lunn TIGERS Trust(the "Trust"), to the Ontario Securities Commission(the "Commission") for an order pursuant to section147 of the Act that the Trust, when relying on section 2.3 (the"Accredited Investor Exemption") of OSC Rule 45-501- Exempt Distributions ("Rule 45-501"), be exemptedfrom the requirements in: (i) sections 7.1 and 7.5 of Rule 45-501to file a Form 45-501F1 in connection with the writing of certainover-the-counter covered call options and cash covered put options(collectively, the "OTC Options"); and (ii) section7.3 of Rule 45-501 to pay the prescribed fee in connection withthe filing of Form 45-501F1;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Manager having representedto the Commission as follows:

1. The Trust is an investment trust establishedunder the laws of the Province of Ontario pursuant to a TrustAgreement dated April 29, 2002, between the Manager, in itscapacity as manager, and The Royal Trust Company in its capacityas trustee of the Trust.
2. The Trust is authorized to issue an unlimited number of transferable,redeemable units (the "Units") of the Trust.

3. The Trust is a reporting issuer under theAct by virtue of a prospectus dated April 29, 2002 (the "Prospectus"),which has been filed with and accepted by the Commission andthe securities regulatory authority in each of the other provincesof Canada. The Prospectus qualifies the issuance of a maximumof 4,000,000 Units of the Trust (the "Offering").

4. The Units have conditionally been approvedfor listing on the Toronto Stock Exchange.

5. By virtue of the redemption features attachingto the Units, the Trust is considered a "mutual fund"within the meaning of the Act and other applicable legislation.

6. Connor, Clark & Lunn Investment ManagementLtd. (the "Investment Manager") provides investmentadvisory and portfolio management advice to the Trust pursuantto an investment management agreement dated April 29, 2002.The Investment Manager is registered under the Act as an adviserin the categories of investment counsel and portfolio manager.

7. The Trust's investment objectives are: (i)to provide holders of Units with a stable stream of monthlydistributions targeted to be $0.2083 per Unit ($2.50 per annumor 10.0% on the original issue price of $25.00); and (ii) preserveand potentially enhance the value of the Trust's Portfolio (asdefined below) in order to return at least the original issueprice of the Units to the holders thereof on the date of thetermination of the Trust.

8. In order to achieve the Trust's investmentobjectives, the Trust will initially invest the net proceedsof the Offering in a diversified portfolio (the "Portfolio")consisting principally of equity securities of companies whichwill be selected primarily from the S&P 500 Index.

9. The Trust will, from time to time, writecovered call options in respect of all or part of the securitiesin its Portfolio. The investment criteria of the Trust prohibitsthe sale of equity securities subject to an outstanding calloption, and therefore the call options will be covered at alltimes.

10. The Trust may, from time to time, hold aportion of its assets in "cash equivalents" (as thatterm is defined in the Prospectus). The Trust may utilize suchcash equivalents to provide cover in respect of the writingof cash covered put options. Such cash covered put options willonly be written in respect of securities in which the Trustis permitted to invest.
11. Although it is anticipated that the options written by theTrust will consist principally of exchange-traded options, incertain circumstances the availability, pricing and liquidityof exchange-traded options at appropriate strikeprices may requirethat a portion of the options written by the Trust be comprisedof OTC Options.

12. The purchasers of OTC Options written bythe Trust will generally be major Canadian financial institutionsand all purchasers of OTC Options will be "accredited investors"as defined in Rule 45-501.

13. The writing of OTC Options by the Trustwill not be used as a means for the Trust to raise new capital.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED by the Commission, pursuantto section 147 of the Act, that the writing of OTC Options bythe Trust, as contemplated by paragraphs 9 and 10 of this order,when relying on the Accredited Investor Exemption, shall beexempt from the requirements in sections 7.1, 7.3 and 7.5 ofRule 45-501.

May 24, 2002.

"Harold P. Hands"      "Robert W. Korthals"