Burgundy Japan Fund et al. - ss. 74(1) & s. 147

Ruling

IN THE MATTER OF

THE SECURITIES ACT R.S.O. 1990,

C. S. 5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

BURGUNDY JAPAN FUND

BURGUNDY SMALL CAP VALUE FUND

BURGUNDY SMALLER COMPANIES FUND

BURGUNDY RCA TRUST FUND

RULING AND ORDER

(Subsection 74(1) and Section 147)

UPON the application (the "Application") of Burgundy Asset Management Ltd. ("Burgundy"), the manager of Burgundy Japan Fund, Burgundy Small Cap Value Fund, Burgundy Smaller Companies Fund and Burgundy RCA Trust Fund (together, the "Funds") to the Ontario Securities Commission (the "Commission") for: (i) a ruling pursuant to subsection 74(1) of the Act that certain trades of units (the "Units") of pooled fund trusts established or to be established by Burgundy shall not be subject to section 53 of the Act; and (ii) an order pursuant to section 147 of the Act that the requirement contained in subsection 72(3) of the Act to file a report of an exempt trade within 10 days of such trade shall not apply to the Funds in connection with certain trades of Units;

AND UPON Burgundy having represented to the Commission that:

1. Burgundy is a corporation incorporated under the laws of Ontario. Burgundy is registered under the Act as an adviser under the categories of investment counsel and portfolio manager, and dealer under the categories of mutual fund dealer and limited market dealer, and is the manager, distributor and promoter of the Funds. Royal Trust Corporation of Canada is the trustee of the Funds;

2. The Funds are open-ended mutual fund trusts established by Burgundy under the laws of Ontario;

3. Each of the Funds is a mutual fund in Ontario and is not in default of any filing requirements of the Act or the Regulations made thereunder;

4. The Funds are presently sold on a continuous basis in Ontario on a private placement basis;

5. The minimum aggregate initial investment in any of the Funds by an investor (the "Initial Investment") is not less than the minimum aggregate purchase amount prescribed by subsection 72(1)(d) of the Act (the "Prescribed Minimum") presently $150,000;

6. Following the Initial Investment, it is proposed that unitholders be permitted to subscribe for additional units (the "Additional Units") by:

a. automatically receiving Additional Units as payment for distributions of the Fund declared and outstanding; or

b. subscribing and paying for Additional Units;

provided that no unitholder may acquire Additional Units at an acquisition cost of less than the Prescribed Minimum unless, at the time of such subsequent acquisition, the unitholder holds units of the Fund which have either an original aggregate acquisition cost or an aggregate net asset value of at least the Prescribed Minimum; and

AND WHEREAS the Commission is satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that trades in Additional Units shall not be subject to section 53 of the Act provided that:

(a) at the time of the acquisition of Additional Units, Burgundy is registered under the Act as a limited market dealer or mutual fund dealer and as an adviser in the categories of investment counsel and portfolio manager and such registrations are in good standing;

(b) at the time of acquisition of Additional Units, the unitholder then owns units of that Fund having either an aggregate acquisition cost or net asset value of not less than the Prescribed Minimum; and

(c) this Order will terminate 90 days after the publication in final form of any amendment to the Act, the regulation made pursuant thereto or a rule of the Commission regarding trades in securities of pooled funds.

AND IT IS ORDERED pursuant to section 147 of the Act that the requirement contained in subsection 72(3) of the Act to file a report of an Initial Investment or subscription for Additional Units within 10 days of such trade shall not apply in respect of such trades provided that within 30 days after each financial year end of a Fund:

(a) the Fund files with the Commission a report in respect of all trades in Units and Additional Units by the Fund during that financial year, in the form prescribed by the subsection 72(3) of the Act; and

(b) the Fund remits the applicable fee to the Commission.

March 27, 2001.

"Howard I. Wetston"   R. Stephen Paddon