Burgundy Balanced Income Fund et al.

Headnote

Lapse date extension for the renewal of a simplified prospectus.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c.S.5, as am., subsection 62(5).

WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of British Columbia, Alberta, Manitoba, and Ontario (the"Jurisdictions") has received an application (the "Application") from Burgundy AssetManagement Ltd. ("Burgundy"), the manager of Burgundy Balanced Income Fund,Burgundy Bond Fund, Burgundy Canadian Equity Fund, Burgundy Partners' RSP Fund,Burgundy American Equity Fund, Burgundy Money Market Fund, Burgundy PartnersEquity RSP Fund, Burgundy Partners' Fund, Burgundy Foundation Trust Fund, andBurgundy Premium Yield Fund (together, the "Funds") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation") that the time limits pertainingto the distribution of units under the prospectus of the Funds be extended to those timelimits that would be applicable if the lapse date of the prospectus was June 8, 2000.

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS it has been represented by Burgundy to the Decision Makers that:

1. Burgundy is a corporation incorporated under the laws of Ontario. Burgundy is themanager, distributor and promoter of the Funds and the Royal Trust Corporation ofCanada is the trustee of the Funds. The registered office of Burgundy is locatedin Ontario.

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

3. The Funds are reporting issuers under the Legislation and are not in default of anyfiling requirements of the Legislation or the Regulations made thereunder.

4. The Funds are presently offered for sale on a continuous basis in each of theProvinces of British Columbia, Alberta, Manitoba and Ontario through a simplifiedprospectus and annual information form, dated April 6, 2000 (the "CurrentProspectus").

5. In connection with the renewal of the Current Prospectus Burgundy faces severalissues:

(i) Burgundy is contemplating introducing several new mutual funds into therenewal of this prospectus, in order to capitalize on changes in the foreigncontent restrictions announced in the recent federal budget;

(ii) Burgundy is in the process of preparing a novel application requesting anexemption from the investment restrictions of NI 81-102 which will attemptto capitalize on changes to the foreign content restrictions announced in therecent federal budget;

(iii) Burgundy has also encountered some unexpected delays in the completionof its NI 81-101 new form prospectus and the completion of its financialreports. Burgundy does not believe that it is appropriate to file a nominallycompliant document for review when further revisions would substantiallyimprove each document's readability and compliance; and

(iv) Burgundy is contemplating registration as an adviser and a mutual funddealer in Nova Scotia, and would like to get a preliminary response from thesecurities regulators in Nova Scotia on how long the registration applicationprocess should take, prior to filing a preliminary prospectus in Nova Scotia.The Funds are only available through Burgundy, and as a result, itsregistration in Nova Scotia as a dealer, is a precondition of offeringsecurities of the Funds in Nova Scotia.

6. Since the date of the Current Prospectus of the Funds, no material change hasoccurred and no amendments to the simplified prospectus of the Funds have beenmade.

7. Pursuant to the Legislation, the lapse date (the "Lapse Date") for distribution ofsecurities of the Funds is April 9, 2000 in Ontario and April 6, 2000 in each of theProvinces of British Columbia, Alberta and Manitoba.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

The Decision of the Decision Makers pursuant to the Legislation is that the timelimits provided by Legislation as they apply to a distribution of securities under aprospectus are hereby extended to the time limits that would be applicable if the LapseDate for the distribution of securities under the Current Prospectus of the Funds was June8, 2000.

April 5^th, 2000.

"Bill Gazzard"