Burgundy Asset Management Ltd. - s. 147

Headnote

Exemption for pooled funds from the requirementto file with the Commission interim financial statements undersection 77(2) of the Act and comparative financial statementsunder section 78(1) of the Act, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5 as am.,ss.74(1).

Ontario Securities Commission Rule 45-501 --Exemption Distributions, s. 1.1 and s. 2.12.

National Instrument 13-101 -- System for ElectronicDocument Analysis and Retrieval (SEDAR), s. 2.1(1)1.

Regulation Cited

Regulation made under the Securities Act, R.S.O.1990, Reg. 1015, as am.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

BURGUNDY ASSET MANAGEMENTLTD.

AND

BURGUNDY JAPAN FUND, BURGUNDYSMALL CAP VALUE FUND,

BURGUNDY SMALLER COMPANIESFUND, BURGUNDY RCA FUND

AND BURGUNDY SPECIAL EQUITYFUND (HIGH CONVICTION PORTFOLIO)

(the "Existing PooledFunds")

ORDER

(Section 147 of the Act)

UPON the application (the "Application")of Burgundy Asset Management Ltd. ("Burgundy"), themanager of the Existing Pooled Funds and other mutual fundsmanaged by Burgundy and distributed on substantially the samebasis as the Existing Pooled Funds (collectively the "PooledFunds"), to the Ontario Securities Commission (the "Commission")for an order pursuant to section 147 of the Act exempting thePooled Funds from filing with the Commission the interim andannual financial statements prescribed by subsections 77(2)and 78(1), respectively, of the Act;

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

AND UPON Burgundy having representedto the Commission as follows:

1. Burgundy is a corporation incorporatedunder the Business Corporations Act (Ontario). Burgundyis in the business of investment counselling and portfoliomanagement. Burgundy is, or will be, the manager of the PooledFunds.

2. Each of the Pooled Funds is, or will be,an open-end mutual fund trust established under the laws ofthe Province of Ontario. The Pooled Funds are not and willnot be reporting issuers in Ontario. Units of the Pooled Fundsare, or will be, distributed in Ontario without a prospectuspursuant to exemptions from the prospectus delivery requirementsof the Act.

3. The Pooled Funds are an administrativelyefficient construction that is designed to permit Burgundyto build larger investment models rather than reproduce thosesame models in individual segregated accounts.

4. Each of the Pooled Funds is consideredto be a "mutual fund in Ontario" as defined in section1(1) of the Act and is thus required to file interim financialstatements under section 77(2) of the Act and comparativefinancial statements under section 78(1) of the Act (collectively,the "Financial Statements").

5. Unitholders of the Pooled Funds receiveFinancial Statements for the Pooled Funds they hold. The FinancialStatements are prepared and delivered to unitholders in theform and for the periods required under the Act and the regulationsor rules made thereunder (the "Regulations").

6. Section 2.1(1)1 of National Instrument13-101 -- System for Electronic Document Analysis and Retrieval(SEDAR) requires that every issuer required to file a documentunder securities legislation makes its filing through SEDAR.The Financial Statements filed with the Commission thus becomepublicly available.

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

IT IS ORDERED by the Commission pursuantto subsection 147 of the Act that the Pooled Funds be exemptedfrom the requirements in subsection 77(2) and 78(1) of the Actto file the Financial Statements to the Commission, provided:

(a) The Pooled Funds will prepare and deliverto the unitholders of the Pooled Funds the Financial Statements,in the form and for the periods required under the Act andthe Regulations, as if the Financial Statements are requiredto be filed with the Commission;

(b) Burgundy will retain the Financial Statementsindefinitely;

(c) Burgundy will provide the Financial Statementsto the Commission or any member, employee or agent of theCommission immediately upon request of the Commission or anymember, employee or agent of the Commission;

(d) Burgundy will provide a list of the PooledFunds relying on this Order to the Investment Funds Branchof the Commission on an annual basis;

(e) Unitholders of the Funds will be notifiedthat the Funds are exempted from the requirements in sections77(2) and 78(1) of the Act to file the Financial Statementswith the Commission; and

(f) In all other aspects, the Pooled Fundswill comply with the requirements of Ontario securities lawfor financial statements.

July 8, 2003.