Investment Manager

Connor, Clark & Lunn Capital Markets Inc. will perform management services for the Fund pursuant to the terms of the Trust Agreement. The Manager will be entitled to receive fees as compensation for management services rendered to the Fund. See "Duties and Services to be Provided by the Manager" below and "Fees and Expenses".

The Manager is a registered investment counsel and portfolio manager, and has in assets under management. The Manager is part of the Connor, Clark & Lunn Financial Group (the "CC&L Group"), which also includes Connor, Clark & Lunn Investment Management Ltd., Connor, Clark & Lunn Private Capital Ltd., Baker Gilmore & Associates Inc., PCJ Investment Counsel Ltd., Scheer, Rowlett & Associates Investment Management Ltd., New Star Canada Inc., Connor, Clark & Lunn Arrowstreet Capital Ltd., Global Alpha Capital Management Ltd. and Banyan Capital Partners Management Partnership. The CC&L Group, with in assets under management, offers professional management of financial assets for pension plan sponsors, capital accumulation plans, corporations, foundations, mutual funds and individual investors.

Connor, Clark & Lunn Financial Group and New Star Institutional Managers Limited have a joint venture in Canada called New Star Canada Inc.

The Manager acts as manager or investment advisor for the following investment funds: Connor, Clark & Lunn ROC Pref Corp., Connor, Clark & Lunn Conservative Income Fund II, Clark & Lunn Real Return Income Fund, ROC Pref III Corp., Connor, Clark & Lunn Conservative Income Fund, ROC Pref II Corp., ROC Pref Corp., SNP Health Split Corp., Connor, Clark & Lunn PRINTS Trust, and SNP Split Corp.

Duties and Services to be Provided by the Manager

Pursuant to the Trust Agreement, the Manager has exclusive authority to manage the operations and affairs of the Fund, to make all decisions regarding the business of the Fund and to bind the Fund. The Manager may delegate certain of its powers to third parties where, in the discretion of the Manager, it would be in the best interests of the Fund to do so.

The Manager's duties will include maintaining accounting records for the Fund; authorizing the payment of operating expenses incurred on behalf of the Fund; preparing financial statements, income tax returns and financial and accounting information as required by the Fund; ensuring that Unitholders are provided with financial statements and other reports as are required from time to time by applicable law; ensuring that the Fund complies with regulatory requirements, including its continuous disclosure requirements under applicable securities laws; preparing the Fund's reports to Unitholders and to the Canadian securities regulators; providing the Custodian with information and reports necessary for the Custodian to fulfil its fiduciary responsibilities; administering the retraction and redemption of Units; arranging for any payment required on or about the Termination Date; dealing and communicating with Unitholders; and negotiating contracts with third party providers of services, including, but not limited to, custodians, transfer agents, auditors and printers.

The Manager will also monitor the Fund's investment strategy to ensure compliance with the Investment Guidelines and that the net proceeds of the Offering are invested as described under ''Use of Proceeds''. The Fund will enter into the registrar, transfer agency and distribution agency agreement, as referred to under ''Auditors, Transfer Agent, Registrar and Custodian''. Such agreements do not in any way release the Manager from compliance with its obligations to the Fund under the Trust Agreement. The Fund may terminate each of the foregoing agreements upon notice.