UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___3___)
EXFO Inc.
(Name of Issuer)
SUB-VOTING
(Title of Class of Securities)
302046107
(CUSIP Number)
Feb 1, 2011
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
X Rule 13d-1(b)
? Rule 13d-1(c)
? Rule 13d-1(d)
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP NO. 302046107
1
Name of reporting person
S.S. or I.R.S. Identification No. of Above Person
CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.
2
Check the appropriate box if a member of a group
(a)
(b)
X
3
SEC USE ONLY
4
Citizenship or place of organization
Vancouver, British Columbia, Canada
5
Sole Voting Power
Number of Shares
Beneficially
6
Shared Voting Power
owned
1,173,493
by each reporting
7
Sole Dispositive Power
person with
1,173,493
8
Shared Dispositive Power
9
Aggregate amount beneficially owned by each reporting person
Connor, Clark & Lunn Investment Management Ltd.
1,173,493
10
Check box if the aggregate amount in row (9) excludes certain shares*
Not Applicable
11
Percent of Class Represented by amount in Row 9
Connor, Clark & Lunn Investment Management Ltd.
5.07%
12
Type of Reporting*
IA (Investment Adviser)
SCHEDULE 13G
Item 1.
(a) EXFO Inc.
(b) 400, avenue Godin
Vanier, Quebec G1M 2K2
CANADA
Item 2.
(a) CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.
(b) 2200-1111 West Georgia Street
Vancouver, BC V6E 4M3
Canada
(c) Vancouver, British Columbia, Canada
(d) SUB-VOTING
(e) 302046107
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(h), check whether the person filing is a:
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
Item 4. Ownership
(a) 1,173,493
(b) 5.07%
(c)
(i) Not applicable
(ii) 1,173,493
(iii) 1,173,493
(iv) Not applicable
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Connor, Clark & Lunn Investment Management Ltd. ("Company")
is of the view that it and the investment companies and other
accounts that it manages are not acting as a "group" for the
purposes of section 13(d) under the Act and that it and such
investment companies and accounts are not otherwise required
to attribute to each other the "beneficial ownership" of securities
"beneficially owned" under Rule 13D-3 promulgated under the
1934 Act. Therefore, it is of the view that the shares held
by the Company and such investment
companies and accounts should not be aggregated for purposes
of section 13(d).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 7, 2011 _
Date
_____________________________
Signature
Phil Cotterill, Director _
Name/Title
2
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