SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001597560

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Open-End Unit Trust

Name of Issuer

Montrusco Bolton Canadian All Capitalization Equity Fund

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2013
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Montrusco Bolton Canadian All Capitalization Equity Fund
Street Address 1		Street Address 2
MONTRUSCO BOLTON INVESTMENTS INC.		1501 MCGILL COLLEGE AVENUE, SUITE 1200
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MONTREAL	QUEBEC, CANADA	H3A 3M8	514-282-5417

3. Related Persons

Last Name	First Name	Middle Name
McAusland	David
Street Address 1	Street Address 2
103 Oakland
City	State/Province/Country	ZIP/PostalCode
Beaconsfield	QUEBEC, CANADA	H9W 5C8

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Chairman of the Board/Senior Partner,McCarthy Tetrault

Last Name	First Name	Middle Name
Carmody	James
Street Address 1	Street Address 2
5 Lawnwood Place #2
City	State/Province/Country	ZIP/PostalCode
Charlestown	MASSACHUSETTS	02129

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Director, Affiliate Development, Affiliate Managers Group

Last Name	First Name	Middle Name
Messier	Michel
Street Address 1	Street Address 2
257 Rosedale
City	State/Province/Country	ZIP/PostalCode
Rosemere	QUEBEC, CANADA	J7A 3J8

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Portfolio Manager, Fonds de Solidarite FTQ

Last Name	First Name	Middle Name
Tanguay	Bernard
Street Address 1	Street Address 2
2824, de la Terrasse-du-Fleuve
City	State/Province/Country	ZIP/PostalCode
Levis	QUEBEC, CANADA	G6V 9W6

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Senior Vice President, Investment and Retirement, SSQ Life Insurance Co.

Last Name	First Name	Middle Name
Ayotte	Jean-Claude
Street Address 1	Street Address 2
540 Place St-Georges
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H3A 5E4

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President and Chief Financial Officer

Last Name	First Name	Middle Name
Boule	Sylvain
Street Address 1	Street Address 2
363 Chemin Lakeside
City	State/Province/Country	ZIP/PostalCode
Knowlton	QUEBEC, CANADA	J0E IV0

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Bourdages	Benoit
Street Address 1	Street Address 2
20 Ernest-Lauzon
City	State/Province/Country	ZIP/PostalCode
Deux-Montagnes	QUEBEC, CANADA	J7R 7J8

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, Operations

Last Name	First Name	Middle Name
Chiadmi	Ismael
Street Address 1	Street Address 2
40 Place Montmorency
City	State/Province/Country	ZIP/PostalCode
Laval	QUEBEC, CANADA	H7N 1T5

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, Quantitative Products & Fixed Income

Last Name	First Name	Middle Name
Godin	Christian
Street Address 1	Street Address 2
344 Curzon
City	State/Province/Country	ZIP/PostalCode
St-Lambert	QUEBEC, CANADA	J4P 2V5

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Senior Vice President, Head of Canadian Equities

Last Name	First Name	Middle Name
Goldsmith	John
Street Address 1	Street Address 2
665 Hillsdale Avenue East
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4S IV4

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, Deputy Head of Equities

Last Name	First Name	Middle Name
Guay	Richard
Street Address 1	Street Address 2
57 Ave. Columbia
City	State/Province/Country	ZIP/PostalCode
Westmount	QUEBEC, CANADA	H3Z 2C4

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Senior Vice President

Last Name	First Name	Middle Name
How	Marylee
Street Address 1	Street Address 2
9265 Rameau
City	State/Province/Country	ZIP/PostalCode
Brossard	QUEBEC, CANADA	J4X 2M6

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Assistant Vice President

Last Name	First Name	Middle Name
Meloche	Jean	David
Street Address 1	Street Address 2
4536 De Lorimier
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H2H 2B5

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, US and Global Equities

Last Name	First Name	Middle Name
Russell	Timothy	J.
Street Address 1	Street Address 2
125 Barber Green Road
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M3C 3Y5

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President

Last Name	First Name	Middle Name
Barres	Olivier
Street Address 1	Street Address 2
225 de la Montagne #203
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H4C 2A6

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Portfolio Manager

Last Name	First Name	Middle Name
Therien	Ginette
Street Address 1	Street Address 2
1565 Place Rainier
City	State/Province/Country	ZIP/PostalCode
Brossard	QUEBEC, CANADA	J4X 2P9

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, Administration & Compliance

Last Name	First Name	Middle Name
Vallipuram	Umesh
Street Address 1	Street Address 2
71 Ava Crescent
City	State/Province/Country	ZIP/PostalCode
Richmond Hill	ONTARIO, CANADA	L4B 2X5

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Vice President, Affiliate Development, AMG Canada Corp.

Last Name	First Name	Middle Name
Leblanc	Robert
Street Address 1	Street Address 2
2186 Labreche
City	State/Province/Country	ZIP/PostalCode
St-Jerome	QUEBEC, CANADA	J7Y 0E8

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Vice President, Business Development

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

X	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

	Aggregate Net Asset Value Range
No Revenues		No Aggregate Net Asset Value
$1 - $1,000,000		$1 - $5,000,000
$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
Over $100,000,000		Over $100,000,000
Decline to Disclose	X	Decline to Disclose
Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1)

Section 3(c)(9)

Section 3(c)(2)

Section 3(c)(10)

Section 3(c)(3)

Section 3(c)(11)

Section 3(c)(4)

Section 3(c)(12)

Section 3(c)(5)

Section 3(c)(13)

Section 3(c)(6)

Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2013-09-30				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Equity	X	Pooled Investment Fund Interests
Debt		Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor

$150,000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

State(s) of Solicitation (select all that apply)
Check “All States” or check individual States

All States

Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount

USD

Indefinite

Total Amount Sold

$132,134,278

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Montrusco Bolton Canadian All Capitalization Equity Fund	/s/Ginette Therien	Ginette Therien	Vice President, Administration & Compliance	2015-02-13

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.