Securities Law & Instruments

Headnote

Pursuant to subsection 74(1)of the Act, a ruling, subject to terms and conditions, thatthe dealer registration requirements in section 25 of the Actdo not apply to the Registrant and its representatives in connectionwith (a) trades by the Registrant of units of mutual funds managedand promoted by the Registrant to clients for whom the Registranthas fully managed accounts governed by the terms of an investmentmanagement agreement, and (b) wholesaling and marketing activitiescarried on by the Registrant in respect of the mutual funds,to the extent that such activities constitute acts in furtheranceof a trade.

Statues Cited

Securities Act, R.S.O. 1990,c. S.5, as amended s. 25, 74(1).

Rules Cited

National Instrument 81-102 MutualFunds.

Ontario Securities CommissionRule 31-506 - SRO Membership - Mutual Fund Dealers.

Ontario Securities CommissionRule 45-501 Exempt Distributions.

IN THE MATTER OF THE

SECURITIES ACT R.S.O. 1990,

C.S.5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF

BURGUNDY ASSET MANAGEMENTLTD.

RULING

(Subsection 74(1))

UPON the application(the Application) of Burgundy Asset Management Ltd. (theRegistrant) to the Ontario Securities Commission (theCommission) for a ruling pursuant to subsection 74(1)of the Act that the requirements of section 25 of the Act tobe registered as a dealer shall not apply to the Registrantor to the officers and employees of the Registrant acting onits behalf in respect of certain activities relating to mutualfunds of which the Registrant is or an affiliate of the Registrantis or becomes the manager (the Mutual Funds);

AND UPON consideringthe Application and the recommendation of staff of the OntarioSecurities Commission;

AND UPON the Registranthaving represented to the Commission and to the Director that:

1. The Registrant is a corporationgoverned by the Ontario Business Corporations Act.

2. The Registrant is registeredunder the Act as an adviser in the categories of investmentcounsel and portfolio manager and as a dealer in the categoriesof mutual fund dealer and limited market dealer.

3. The requested relief isrequired in Ontario only and no similar application has beenfiled in any other jurisdiction.

4. The Registrant offers investmentmanagement services to high net worth individuals, pensionfunds, endowment funds, foundations and institutions (Client(s))under the terms of written investment counsel agreements witheach Client that grant the Registrant full discretionary authorityover the Client's account (each a Managed Account).

5. The Registrant is the sponsor,manager and portfolio manager of a group of 6 Mutual Fundsthat are distributed under exemptions from the prospectusrequirements of the Act and 14 Mutual Funds which are prospectus-qualifiedpursuant to National Instrument 81-102 - Mutual Funds(NI 81-102) and may in the future be the manager ofadditional Mutual Funds.

6. Incidental to its principalbusiness of portfolio management, the Registrant wishes todistribute shares or units of the Mutual Funds to ManagedAccounts. Except as provided for in paragraph 8 of this Orderthe Registrant will not distribute shares or units of theMutual Funds to persons for whom it does not have ManagedAccounts.

7. The Registrant also wishesto conduct marketing and wholesaling activities in respectof the Mutual Funds. "Marketing or Wholesaling Activities"means, for the Registrant, a trade by the Registrant thatconsists of any act, advertisement, or solicitation, directlyor indirectly, in furtherance of another trade in securitiesof a Mutual Fund, where the other trade consists of:

(i) a purchase or saleof securities of a Mutual Fund; or

(ii) a purchase or saleof securities of a mutual fund in respect of which theRegistrant acts as the "principal distributor"of the mutual fund for the purposes of NI 81-102;

and where, the purchase orsale is, in each case, made by or through another dealer thatis registered under the Act where the trade is made in a categorythat permits it to act as a dealer for such trade.

8. Without the relief requestedthe Registrant would require continued registration as a mutualfund dealer in order to (a) distribute shares or units ofprospectus-qualified Mutual Funds to investors for whom theRegistrant has Managed Accounts who are not "accreditedinvestors" pursuant to Rule 45-501 - Exempt Distributions,and (b) conduct Marketing and Wholesaling Activities in respectof the Mutual Funds.

9. Without the relief requested,the Registrant would be subject to Rule 31-506 SRO Membership- Mutual Fund Dealers which requires mutual fund dealersto apply for and maintain membership in the Mutual Fund DealersAssociation of Canada (the MFDA).

10. The effect of the MFDA'smembership rules is to preclude a mutual fund dealer suchas the Registrant from conducting its principal business ofacting as an investment counsel and accepting discretionaryportfolio management mandates.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS RULED pursuantto subsection 74(1) of the Act that the requirements in section25 of the Act shall not apply to trades in shares or units ofMutual Funds made by the Registrant, through its officers andemployees acting on its behalf (each, a Registrant Representative),to Managed Accounts,

PROVIDED THAT:

(A) the Registrant is, atthe time of the trade, registered under the Act as an adviserin the categories of "investment counsel" and"portfolio manager" and as a dealer in the categoryof "limited market dealer";

(B) the trade is made onbehalf of the Registrant by a Registrant Representativewho is, at the time of the trade, either (i) registeredunder the Act to act on behalf of the Registrant as an adviserin the categories of investment counsel and portfolio manager,or (ii) acting under the direction of such a person andis himself or herself registered under the Act to tradeon behalf of the Registrant pursuant to its limited marketdealer registration; and

(C) this Order shall terminateone year after the coming into force, subsequent to thedate of this Order, of a rule or other regulation underthe Act that relates, in whole or part, to any trading bypersons or companies that are registered under the Act asportfolio managers (or the equivalent), in securities ofa mutual fund, to an account of a client, in respect ofwhich the person or company has full discretionary authorityto trade in securities for the account, without obtainingthe specific consent of the client to the trade, but doesnot include any rule or regulation that is specificallyidentified by the Commission as not applicable for thesepurposes.

AND, IT IS RULED pursuantto subsection 74(1) of the Act that the requirement in section25 of the Act shall not apply to trades that consist of Marketingor Wholesaling Activities in respect of shares or units of MutualFunds made by the Registrant through Registrant Representatives,

PROVIDED THAT, in thecase of each such trade, the Registrant is, at the time of thetrade, registered under the Act as a dealer in the categoryof limited market dealer and the Registrant Representative thatmakes the trade on behalf of the Registrant is, at the timeof the trade, registered under the Act to trade on behalf ofthe Registrant pursuant to its limited market dealer registration.

June 28, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"