Burgundy Asset Management Ltd. - ss. 59(1) of Reg. 1015

Headnote

Exemption from the fees otherwise due undersubsection 14(1) of Schedule 1 of the Regulation to the SecuritiesAct (Ontario) on the distribution of units made by "underlying"funds arising in the context of fund-of fund structures.

Regulations Cited

Regulations made under the Securities Act, (Ontario)R.S.O. 1990, Reg, 1015, as am., Schedule 1, ss 14(1).

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 MANAGEMENTLIMITED

AND

IN THE MATTER OF

BURGUNDY BALANCED INCOME FUND

BURGUNDY FOUNDATION TRUSTFUND

BURGUNDY PENSION TRUST FUND

BURGUNDY PARTNERS' RSP FUND

BURGUNDY AMERICAN EQUITY FUND

BURGUNDY PARTNERS' FUND

BURGUNDY PARTNERS EQUITY RSPFUND

(the "Funds")

ORDER

(Subsection 59(1) of the Regulation)

UPON the application of Burgundy AssetManagement Ltd. ("Burgundy"), the manager of the Funds(collectively the "Top Funds") and the manager ofBurgundy Bond Fund, Burgundy European Fund and Burgundy EuropeanFoundation Fund and other similar funds that may receive investmentsfrom a Top Fund in the future (collectively the "UnderlyingFunds") for an order pursuant to subsection 59(1) of ScheduleI of the Regulation exempting the Underlying Funds from thepayment of the annual filing fees payable under Section 14 ofSchedule I of the Regulation in respect of the distributionof units (the "Units") of the Underlying Funds tothe Top Funds (including the reinvestment of distributions (the"Reinvested Units")).

AND UPON considering the applicationand the recommendations of the staff of the Commission.

AND UPON Burgundy having representedto the Commission that:

1. The Top Funds and the Underlying Fundsare open-end mutual funds established as trusts.

2. Burgundy is the manager of the Top Fundsand the Underlying Funds.

3. All distributions by the Underlying Fundsof (i) Units to the Top Funds and (ii) Reinvested Units, aremade in Ontario.

4. The existing Top Funds and the UnderlyingFunds are reporting issuers and are not in default of anyrequirement of the securities acts or regulations applicableto each. The Units of the Top Funds and the Underlying Fundsare qualified for distribution pursuant to a simplified prospectusand an annual information form in each province of Canadaother than Quebec.

5. As part of their investment strategy theTop Funds invest a fixed amount of their assets in Units ofthe Underlying Funds.

6. Applicable securities regulatory approvalsfor the fund-on-fund investment strategies of the Top Fundshave been obtained.

7. Annually, each of the Top Funds will berequired to pay filing fees to the Commission in respect ofthe distribution of its Units in Ontario pursuant to Section14 of Schedule I of the Regulation and will similarly be requiredto pay fees based on the distribution of its Units in otherrelevant Canadian jurisdictions pursuant to applicable securitieslegislation in each of those jurisdictions.

8. Annually, each of the Underlying Fundswill be required to pay filing fees in respect of the distributionof its Units in Ontario, including Units issued to the TopFunds pursuant to Section 14 of Schedule I of the Regulationand will similarly be required to pay fees based on the distributionof its Units in other relevant Canadian jurisdictions pursuantto the applicable securities legislation in each of thosejurisdictions.

9. A duplication of filing fees pursuant toSection 14 of Schedule I of the Regulation may result when(a) assets of a Top Fund are invested in the applicable UnderlyingFund and (b) Reinvested Units are distributed to a Top Fund.

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 59(1) of Schedule I of the Regulation that theUnderlying Funds are exempt from the payment of duplicate filingfees on an annual basis pursuant to Section 14 of Schedule Iof the Regulation in respect of the distribution of Units ofthe Underlying Funds to the Top Funds and the distribution ofthe Reinvested Units, in connection with any such distributionsmade on or after June 1, 2001, provided that each UnderlyingFund shall include in its notice filed under subsection 14(4)of Schedule I of the Regulation a statement of the aggregategross proceeds realized in Ontario as a result of the issuanceby the Underlying Funds of (1) Units to the Top Funds and (2)Reinvested Units; together with a calculation of the fees thatwould have been payable in the absence of this order.

November 8, 2002.

"Robert L. Shirriff"                    "HowardWetston"