BURGUNDY ASSET MANAGEMENT LTD.

Item 1: Cover Page 181 Bay Street, Suite 4510 Brookfield Place, Bay Wellington Tower Toronto, Ontario M5J 2T3 Canada Main: 416-869-3222 www.burgundyasset.com Form ADV Part 2A November 1, 2025 This brochure provides information about the qualifications and business practices of Burgundy Asset Management Ltd. (“Burgundy”). Throughout the brochure, Burgundy may refer to itself as a “registered investment adviser” or “being registered”. These statements do not in any way imply a certain level of skill or training. This brochure will be provided to you at the time you open your Account with us or before we begin providing advice or trading services to you and annually. If there is a significant change to the information contained in this document, we will provide you with updated information in writing as soon as reasonably possible. Burgundy has offices in Toronto, Ontario, Montreal, Quebec and Vancouver, British Columbia. We do not currently have an office in the United States. As a result, there is a risk that certain legal rights may not be enforceable in your jurisdiction. If you have any questions about the contents of this brochure, please contact us at (416) 869-3222. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Burgundy is also available on the SEC’s website at: www.adviserinfo.sec.gov 1  Item 2: Material Changes Since Burgundy’s last amendment to Form ADV Part 2A filed June 30, 2025, the following material changes have been made to this brochure: • On June 19, 2025, Burgundy announced the signing of a definitive agreement to be acquired by BMO Financial Group (BMO). The transaction closed on November 1, 2025. Concurrent with the closing, Burgundy changed its fiscal year end from June 30 to October 31. Pursuant to SEC requirements and rules, Burgundy will make available a summary of any material changes to this brochure and any subsequent brochure within 120 days of its fiscal year end, free of charge. Additionally, Burgundy may further provide other ongoing disclosure information about material changes as necessary. Our brochure may be requested, at no charge, by contacting Kyle Coatsworth at 416-869-3222 or kcoatsworth@burgundyasset.com. 2  Item 3: Table of Contents ITEM 1: COVER PAGE .................................................................................................................. 1 ITEM 2: MATERIAL CHANGES ................................................................................................... 2 ITEM 3: TABLE OF CONTENTS .................................................................................................. 3 ITEM 4: ADVISORY BUSINESS ................................................................................................... 5 ITEM 5: FEES AND COMPENSATION ...................................................................................... 5 ITEM 6: PERFORMANCE FEES AND SIDE-BY-SIDE MANAGEMENT ................................ 7 ITEM 7: TYPES OF CLIENTS ...................................................................................................... 8 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .... 8 ITEM 9: DISCIPLINARY INFORMATION ............................................................................... 14 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................. 14 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ...................................................................................................... 14 ITEM 12: BROKERAGE PRACTICES ........................................................................................ 23 ITEM 13: REVIEW OF ACCOUNTS .......................................................................................... 25 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ........................................ 25 ITEM 15: CUSTODY.................................................................................................................... 25 ITEM 16: INVESTMENT DISCRETION ................................................................................... 27 ITEM 17: VOTING CLIENT SECURITIES ................................................................................ 27 ITEM 18: FINANCIAL INFORMATION ................................................................................... 28 3  Item 4: Advisory Business Burgundy is a value-focused global investment manager committed to preserving our clients’ capital while providing long-term strong investment returns. Burgundy manages investments globally with the belief that owning outstanding businesses, at attractive valuations, generates strong long-term performance. Burgundy was incorporated in 1990 and commenced investment management operations in Toronto, Canada in May 1991. From the firm’s inception until its acquisition on November 1, 2025 by BMO Financial Group (BMO), Burgundy was employee-owned and its senior partners were the firm’s majority shareholders. Following the acquisition, Burgundy became a wholly-owned indirect subsidiary of Bank of Montreal and a wholly-owned direct subsidiary of 1001271606 Ontario Inc. Types of services offered Burgundy offers discretionary investment management services to institutions (foundations, endowments and pension funds) and private individuals through separately managed accounts and commingled funds. Commingled Funds Burgundy has created a series of commingled products that are managed in accordance with their stated investment objectives and strategies and are not tailored to any particular investor. Burgundy’s commingled products are designed to be an efficient and cost-effective method of investing, and are not subject to sales or redemption charges. Separately Managed Accounts For accounts with specific needs that may not be met through our commingled products, we offer separately managed portfolios holding individual securities directly. The investments for each separate account are managed in accordance with a client’s investment objectives and various restrictions and limitations that are negotiated with or provided by such client. Such restrictions and investment limitations are monitored by Burgundy using compliance systems and other techniques, and may be changed from time to time as Burgundy and the client may agree or according to the client’s instructions or specific restrictions, as the case may be. Assets Under Management As of October 31, 2025, Burgundy managed approximately US$19.027 billion in assets, on a discretionary basis. Burgundy does not manage any assets on a non-discretionary basis. Wrap Fee Programs Burgundy does not participate in wrap fee programs. Item 5: Fees and Compensation Burgundy offers discretionary investment management services through separately managed accounts and a select number of commingled funds. The management fees paid to Burgundy by clients vary depending on the investment strategy and the investment vehicle. Management fees for separately managed accounts are calculated daily and invoiced quarterly, in arrears, unless another calculation method is agreed on by the client and Burgundy. Burgundy is limited in its ability to negotiate fees due to existing client agreements and is required to charge the same fee schedule to similar accounts (domiciled in the same country, with similar size, service model, and mandate). For separately managed accounts, custodial arrangements and related costs are negotiated separately by the client directly with their custodian. 4  Upon termination of an advisory agreement, Burgundy will send the last invoice to the client based on the prorated fees as calculated daily since the previous invoice or as agreed to in the investment management agreement. Separately Managed Accounts – Management Fee Schedule (per annum): • U.S. Smaller Companies Mandate • U.S. Small/Mid Cap Mandate • Asian (All Cap) Mandate • Japan (All Cap) Mandate • European (All Cap) Mandate • Emerging Markets Mandate • EAFE Equity Mandate • Focus European Equity Mandate • Global Equity Mandate • Focus Asian Mandate • Focus Japan Mandate • U.S. Large Cap Mandate • Canadian Large Cap Equity Mandate 1.00% on the first $150 Million 0.75% on the balance 0.90 on the first $150 Million 0.65 on the balance 1.00% 1.00% 1.00% 1.00% 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the balance 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the next $300 Million 0.40% on the balance 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the next $300 Million 0.40% on the balance 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the balance 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the balance 0.95% on the first $5 Million 0.50% on the balance 0.60% on the first $10 Million 0.40% on the balance 0.80% • U.S. Mid Cap Mandate The current standard fee schedule with respect to Burgundy’s DST Funds is set forth below. For Burgundy Funds, DST – Emerging Markets Portfolio, Burgundy Funds, DST – Global Equity Portfolio, Burgundy Funds, DST – US Smaller Companies Portfolio and Burgundy Funds, DST – EAFE Equity Portfolio, management fees are paid by redeeming investors’ units as set forth in the offering memorandum. For Burgundy Funds, DST – US Small/Mid Cap Companies Portfolio, all management fees are deducted directly from the fund’s assets. Commingled Funds – Management Fee Schedule (per annum): • Burgundy Funds, DST - Smaller Companies 1.00% on the first $150 Million 0.75% on the balance Portfolio 5  • Burgundy Funds, DST - Small/Mid Cap 0.90% on the first $150 Million 0.65% on the balance Portfolio • Burgundy Funds, DST - EAFE Portfolio • Burgundy Funds, DST - Global Equity Portfolio 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50 % on the next $300 Million 0.40% on the balance 0.75% on the first $50 Million 0.60% on the next $50 Million 0.50% on the balance 1.00% • Burgundy Funds, DST - Emerging Markets Portfolio In addition to the management fee, the DST Funds may be responsible for the direct operating expenses incurred in connection with the operation of the funds, including custody fees and expenses, legal fees, audit and tax. The maximum operating expenses charged to each Fund are set forth below. These operating expenses are deducted from the Funds’ assets, calculated and payable monthly in arrears. In accordance with the Funds’ constituent documents, Burgundy may waive all or a portion of any fees charged to the Funds at its discretion, but is not required to do so. Burgundy pays all indirect expenses related to the operation of the DST Funds and may also pay direct expenses which, if not paid, would increase the operating expenses charged to the DST Funds above the maximum stated below. Maximum Operating Expenses Charged to Commingled Funds (per annum): 0.10% Burgundy Funds, DST - Smaller Companies Portfolio Burgundy Funds, DST - Small/Mid Cap Portfolio 0.10% 0.15% Burgundy Funds, DST - Global Equity Portfolio 0.10% Burgundy Funds, DST - EAFE Portfolio 0.20% Burgundy Funds, DST - Emerging Markets Portfolio In addition to the fees outlined above, separately managed accounts and commingled fund clients will also incur brokerage and other transaction costs. Please refer to Item 12 of this brochure for more information on our Brokerage Practices. Item 6: Performance Fees and Side-By-Side Management Burgundy may enter into a performance fee arrangement with a separately managed account. This arrangement provides for a base asset management fee payable quarterly in arrears, plus a performance fee payable annually in arrears. Performance fee arrangements do not currently apply with respect to the commingled funds. Side-by-side management refers to the simultaneous management of multiple types of client accounts. A conflict of interest may exist when an employee is responsible for accounts that are charged a performance fee and other accounts that are charged a base asset management fee. Burgundy may have financial incentive to favor accounts with performance fees and an incentive to allocate trades in favor of such accounts. Burgundy’s Legal & Compliance department administers a comprehensive set of policies and procedures designed to address a variety of conflicts that may arise from managing multiple accounts on a side-by-side basis, including, without limitation, conflicts that may arise from the purchase or sale of the same securities for 6  more than one client and transactions between clients. Please see the responses to Items 11 and 12 regarding Burgundy’s Allocation of Investment Opportunities Policy and Brokerage Practices. Legal & Compliance is responsible for formalizing these and the firm’s other policies and procedures, providing firm-wide training as it relates to compliance issues, carrying out annual reviews, identifying and reporting conflicts of interest, and fostering a culture of compliance at the firm. Burgundy and its employees are cognizant of their responsibility to always act in the best interests of our clients, and Burgundy’s employees attest annually to their compliance with firm policies. In the event of a potential conflict situation, Burgundy will ensure that prompt action is taken to address and resolve the issue in a prudent manner. Item 7: Types of Clients Burgundy provides discretionary investment management services to institutions (foundations, endowments and pension funds) and private individuals. Minimum account sizes may vary by fund or account strategy. The minimum account size is typically $10 million for a separately managed account and $5 million for investment into the commingled products. Burgundy retains the authority to set the minimum subscription amounts from time to time in the Burgundy DST Funds, in accordance with the Burgundy DST Funds’ governing documents. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Burgundy offers investment strategies in many of the major asset classes, including but not limited to U.S. large and small/mid cap, international, emerging markets and global equities. Burgundy employs a bottom-up investment approach, which focuses on strong business fundamentals and outstanding management teams and aims to reduce the inherent risk in investing. This approach is also intended to achieve lower volatility than the market averages. We look for a margin of safety in the business and in the balance sheet of companies, and generally require a minimum 30% discount to intrinsic value at the time of purchase. Burgundy’s investment process is driven by limiting downside through a “margin of safety”. We prefer to invest in companies that are capital rich, but which earn a high return on their financial capital. Companies that have a long history of good profitability and that generate high levels of free cash flow, are the basis of our investment style. Burgundy believes such businesses are the basis for most persistent long-term outperformance in the capital markets, provided they are purchased at reasonable prices. Capital preservation is one of the hallmarks of our investment style. While we may underperform during very strong upside, or more speculative markets, we tend to produce strong relative returns during down markets. Protection on the downside is of paramount importance in the generation of strong, long-term investment results. Disciplined, Opportunistic, Contrarian The realization of our long-term vision demands a disciplined approach to investing and the willingness to take and uphold a contrarian view. Burgundy’s team conducts in-depth, bottom-up research to uncover opportunities to invest in undervalued companies. Our philosophy is contrarian because we consider out-of- favor or overlooked companies while avoiding the latest investment trends and fads. Primary Research Burgundy uses a 100% bottom-up, value-oriented investment approach. In our disciplined approach to investing, one of the most important components is our own internal research and the vast majority of our research is conducted internally. External research is used more for confirmation purposes, industry/sector background, and sometimes as a form of ‘devil’s advocate’ in our research process. While we make extensive use of database screening, attend industry conferences, and read business, trade and research publications, we have a willingness to travel, meet with senior management and investigate company operations firsthand. 7  Burgundy typically visits approximately between 500 – 800 companies annually, both on-site and at conferences, in addition to the numerous company visits that occur in our Toronto office. Furthermore, telephone conversations with both executives of prospective investment opportunities and existing companies in the portfolio are conducted on an ongoing basis. We also have significant, wide-ranging contacts among analysts and industry experts internationally, who can be consulted throughout the investment process. Burgundy utilizes third-party industry expert networks to gain access to consultants in order to understand industry dynamics and gain insight into industry trends, subject to appropriate compliance safeguards. It is this in-depth knowledge gained through primary research that allows us to limit turnover in our portfolios and concentrate on providing long-term value to our clients. Evaluating Companies Sound investment decisions require experienced analysis and careful, ongoing evaluation of companies’ financial and intrinsic characteristics. We thoroughly investigate companies to assess whether they have the potential to achieve strong growth in free cash flow, consistent high returns on invested capital, high rates of returns on re-investment, industry leading profit margins and a strong balance sheet. Our assessment of a company’s value is also based on intangible factors, such as a sustainable competitive advantage, recurring demand and economic resilience. We place great emphasis on management’s experience, alignment and commitment to building long-term shareholder value. Our main concern in our qualitative assessments of companies is to be assured of the honesty and competence of the managements of the companies in which we invest. We believe that truly outstanding business leaders are acutely aware of the environmental, social and governance (ESG) factors which materially impact their businesses. Burgundy’s disciplined and bottom-up approach allows ESG factors to be evaluated at the onset of the investment process. We integrate ESG factors into our investment research and assess whether ESG factors have the potential to impact the value of our investment. As a general rule, Burgundy will not exclude any particular investment based on ESG factors alone, but our portfolio managers and analysts do consider ESG factors when conducting research. It is the depth of our independent research process that allows us to uncover undesirable ESG factors early on and determine whether ESG factors may have an impact on returns. Our process includes engagement with management of the companies in which we invest and with their customers, competitors and suppliers. This extensive research process allows us to gain a complete view of the company, its risk profile and history and, in particular, its culture. Once we identify a company that excels at our investment criteria, we estimate its intrinsic value. We invest in the company when we can do so at a substantial discount to our estimate of its true value. Otherwise, we place the company on a list, or “Dream Team”, that we frequently monitor to generate new investment ideas. Building in Margin of Safety Investments purchased at a considerable discount to intrinsic values – or margin of safety – hold the potential to provide significant investment returns as this gap or margin of safety closes or as their intrinsic values increases. The Discipline to Sell Although we expect to hold investments for long periods of time, we continually reassess each company and would consider selling the investment for any of the following reasons: 8  1. The share price increases to a level in excess of the company’s intrinsic value and the margin of safety disappears. 2. The company experiences an adverse fundamental change. 3. We determine that another company has better investment potential. Companies that continue to grow in intrinsic value and continue to trade at a discount to their intrinsic value stay in Burgundy’s portfolio. Burgundy believes that high investment turnover is counter-productive to achieving strong long-term returns for clients. Excessive transaction costs erode investment returns. Brokerage trading fees and custodial reconciliation fees are known as “frictional costs” because they interrupt and stall returns. Risks Investing in securities involves a risk of loss that clients should be prepared to bear. Burgundy approaches risk by assessing the quality of the underlying securities in our portfolios. Our portfolios are constructed using a company-by-company approach, and our holdings are evaluated on an on-going basis by Burgundy’s Portfolio Managers and Investment Analysts; our measure of a company’s intrinsic value is adjusted as we continually monitor a company’s fundamentals and take into account recent developments. Before making any investment decision, it is important to consider investment goals, and level of risk tolerance, and the risks associated with the investment under consideration. Generally, there is a strong relationship between the amount of risk associated with a particular investment and its potential to increase in value in the long term. However, investment risks vary depending on the type of investment. General Investment Risks Depending on its investment objective, a portfolio may own many securities of different types: equity securities, fixed-income securities, and cash. The value of these securities varies from day-to-day, reflecting the market’s view of matters such as interest rates, economic conditions, market news and individual company developments. As a result, the value of the portfolio will go up and down on a daily basis. The risks of investing in a particular security are related to the company’s capitalization, size, product lines, management skills, marketplaces and financial resources. Generally, equity and fixed-income securities of smaller or private companies are less liquid and more volatile than those of larger public companies. Increased volatility is also associated with a company’s limited product lines, marketplaces and financial resources, as well as its dependence on a limited number of key individuals. If a client has borrowed money to invest, the market value of the invested assets could decline and be less than the principal amount of the loan. Equity Securities Risks Equity securities risk comprises market risk, capitalization risk and liquidity risk, as described below. Market risk The value of a security is measured by its price in the market and may be influenced by macroeconomic and political conditions. The price of a security is also influenced by conditions that affect the company directly, such as its potential or actual profitability, the number and caliber of its competitors, the effect of potential or actual regulation on its business operations and the market’s perception of the company’s value. 9  Capitalization risk Market capitalization refers to the total dollar market value of a company’s outstanding shares. Generally, securities of companies with smaller capitalizations involve greater risks as they are more volatile, less liquid, and more likely to be adversely affected by poor economic or market conditions than those of larger companies. They may also have limited resources, including limited access to funds, and unproven management. They may also have fewer shares outstanding, so a sale or purchase of shares will have a greater impact on the share price. Liquidity risk Securities may be traded on national securities exchanges, regional securities exchanges, in over-the-counter markets, or as private placements. The liquidity of a security is determined by how easy it is to trade that security. A security is considered illiquid if it is more difficult to convert to a liquid investment, such as cash. Securities traded on national securities exchanges are generally more liquid. Securities traded on regional securities exchanges, or in over-the-counter markets, or in private placements, may be less liquid and potentially more volatile. International Securities Risks International securities risk comprises exchange rate risk, and foreign/emerging markets risk as described below. Exchange rate risk Portfolios that invest in international securities markets will be affected by fluctuations in the value of their securities, depending on the rate of exchange between U.S. and foreign currencies. Exchange rates may move independently of the securities markets in a particular country. As a result, gains and losses in securities may be affected by changes in exchange rates. Foreign/Emerging markets risk Foreign securities are subject to foreign investment and exchange control laws, risk of nationalization, possible expropriation or imposition of confiscatory taxation, currency blockage, government regulation and intervention, diplomatic developments, substantial rates of inflation, and withholding tax. In addition, investment information may not be as available in foreign markets with less stringent accounting, auditing, and financial reporting standards. This may increase the risk of loss. Relative to North American markets, investments in emerging securities markets may be more negatively influenced by adverse events or by large trades. Political or social instability could affect the value of foreign securities, causing them to be less liquid and more volatile than securities of comparable companies traded in North America. Until recently, many emerging countries did not have capital market structures or market- oriented economics and, as a result, may not have had well-developed legal structures governing private or foreign investment. These risks are of particular concern in the case of issuers in emerging markets such as Latin America, Eastern Europe and the Pacific Basin. Such regions generally have experienced, and may continue to experience, high rates of inflation, high interest rates, exchange-rate fluctuations, large amounts of external debt, balance of payments and trade difficulties, along with extreme poverty and unemployment. Investment Style Risk As a value investor, Burgundy may take significant long-term positions that it believes are undervalued by the market. These securities may remain out of favour with the market for extended periods of time and, 10  in some cases, Burgundy may add to a declining position. As a result, some portfolios may face the risk of mis-estimation by Burgundy in its fundamental analysis regarding the securities in which the account invests. The performance of such accounts may include extended periods of underperformance as compared to the broader market. Concentration Risk Investments in a relatively small number of specific geographic regions or countries, or in a small number of securities or certain industry sectors, involve a greater risk as the value of the portfolio is likely to vary more in response to changes in these regions or countries and in response to changes in the market value of these individual securities or industry sectors. Initial Public Offering Risk A portfolio may invest in securities in initial public offerings (IPOs), which are generally more volatile and involve greater risks. Since the security does not have a trading history yet, there may be limited historical data available to evaluate. Private companies have fewer reporting requirements and trading in the security may also be subject to a lock-up period. Risk of Investing in Small Cap and Mid Cap Stock Certain portfolios may invest in equity securities of small and mid-sized companies. Investment in such securities involves special risks. Among other things, the prices of securities of small and mid-sized companies generally are more volatile than those of larger companies; the securities of smaller companies generally are less liquid; and smaller companies generally are more likely to be adversely affected by poor economic or market conditions. Investments in securities of companies with smaller market capitalizations are generally considered to offer greater opportunity for appreciation but also may involve greater risks than customarily are associated with more established companies. The securities of smaller companies may be subject to more abrupt fluctuations in market price than larger, more established companies. Smaller companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. In addition to exhibiting greater volatility, smaller company stocks may, to a degree, fluctuate independently of larger company stocks (i.e., small company stocks may decline in price as the prices of large company stock rise or vice versa). Derivative Risk In order to reduce the risks associated with other investments or to help offset losses on other investments in a portfolio, Burgundy may invest in derivatives for hedging purposes. In particular, Burgundy may use derivatives to hedge foreign currency exposure against fluctuations in the value of foreign currency. There is no guarantee that the use of derivatives for hedging will be effective as there may be an imperfect correlation between the behavior of the derivative instrument and the exposure being hedged. While hedging can protect from losses, it can also prevent your portfolio from participating in potential gains due to changes in the underlying exposure. Instead of buying the securities directly, Burgundy may also use derivatives to gain exposure to individual securities or markets in order to help achieve investment objectives to increase returns, reduce transaction costs associated with direct investments, or to position the portfolio to profit from declining markets. There is no guarantee that the other party to a derivative contract will meet its obligations, and your portfolio is subject to credit risk associated with the ability of the counterparties to meet their obligations. 11  Derivatives will not be used to assume a net-short position or for leverage. Any use of derivatives will be consistent with the investment objective of your portfolio and will only be used to the extent that Burgundy believes it will help achieve the investment objective of your portfolio. Legal, Tax and Regulatory Risks A portfolio may be adversely affected by changes to laws, administrative practice, or regulatory decisions. There can be no assurance that the tax laws applicable to the Burgundy Funds, including the treatment of certain gains and losses as capital gains and losses, will not be changed in a manner which could adversely affect the funds you are invested in. Furthermore, there can be no assurance that the tax authority will agree with Burgundy’s characterization of the gains and losses of the Burgundy Funds as capital gains and losses or ordinary income and losses in specific circumstances. If any transactions of a Burgundy Fund are reported on account of capital but are subsequently determined by the tax authority to be on account of income, there may be an increase in the net income of the Burgundy Fund for tax purposes, and in the taxable distributions made by the Burgundy Fund to you. As a result, you could be reassessed by the tax authority to increase its taxable income. When holding units of the Burgundy Funds under taxable accounts, you should consider income tax implications from any distributions paid or payable by the Burgundy Funds (whether they are made in cash or via adjusted cost base for reinvestment). You are urged to consult with your own tax advisors about your individual circumstances and the tax implications of investing in a Burgundy Fund. For a description of the risks relating to any commingled fund please refer to the offering memorandum for that fund. Cybersecurity Risk Burgundy is susceptible to operational and information security risks through breaches in cybersecurity. A cybersecurity breach can result from deliberate attacks or unintentional events. Cybersecurity breaches or losses of service may cause Burgundy to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause Burgundy or the Burgundy Funds to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures and/or financial loss. While we have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, such plans and systems are still limited. This is due in part to the ever-changing nature of technology and cybersecurity attack tactics, and the possibility that certain risks cannot be adequately identified or prepared for. Cybersecurity risks may also impact issuers of securities in which a Burgundy Fund or portfolio invests, which may cause the investments in such issuers to lose value. Event Risk Unpredictable events, such as terrorist attacks, natural disasters, global pandemics, unusual weather patterns or oil supply shocks could cause large-scale swings in the markets. While the investment manager puts your portfolio through certain hypothetical stress tests, it is impossible to be aware of the impact of these unusual circumstances on the performance of the portfolio. Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the investment adviser or the integrity of its management. Burgundy does not have any legal or disciplinary events to report to you under this item. Item 10: Other Financial Industry Activities and Affiliations 12  A registered investment adviser is required to disclose whether it or any of its management persons are registered, or have an application pending to register, as a (A) broker-dealer or a registered representative of a broker-dealer, or (B) futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Neither Burgundy nor any of its management persons are registered as such or have any application for such registration pending. Burgundy acts as the sponsor and discretionary investment manager of the Burgundy Funds, DST, a Delaware statutory trust (the “Trust”). The Trust issues units of beneficial interest in the underlying portfolios of the Trust, which units are offered and sold pursuant to applicable exemptions under the U.S. Securities Act of 1933 and the U.S. Investment Company Act of 1940. Only clients meeting eligibility standards determined by Burgundy are provided with an offering memorandum or other information with respect to any available fund. Burgundy’s Relationships with Affiliates As a result of the acquisition by BMO, Burgundy is a wholly-owned indirect subsidiary of the Bank of Montreal and a member of the BMO Financial Group. Burgundy is affiliated via shared ultimate ownership with BMO Capital Markets, a registered broker-dealer under the Securities Exchange Act of 1934. BMO Capital Markets may act as the broker in executing a number of Burgundy trades, but it is not the sole broker. Burgundy trading activity may also be processed through external brokers independent of Burgundy. BMO Capital Markets is the only affiliated broker that Burgundy currently engages for trading. The use of an affiliated broker-dealer presents a conflict of interest because Burgundy has an incentive to select its affiliate over unaffiliated broker- dealers, including as a result of the affiliate’s receipt of brokerage commissions or other compensation. Burgundy addresses this conflict by selecting broker-dealers, including any affiliated broker-dealer, based on our good-faith determination of and in accordance with our policy on best execution, taking into account factors such as execution quality, price, speed, and reliability. For more information on Brokerage Practices, see Item 12 below. In the course of providing services to you, we may enter into transactions with other members of BMO Financial Group or may earn revenue from our affiliates, which may be seen as involving a conflict of interest or potential conflict of interest. We have adopted policies and procedures to identify and manage these conflicts to ensure we continue to always act in your best interests, and we will only enter into these transactions where they are permitted under applicable securities laws and our policies. Additionally, in the event we engage an affiliate to act as trustee, portfolio adviser or sub-adviser, where such affiliates may, in the future, earn fees from providing services to Burgundy, we would competitively source any such service provider agreements and the arrangements would be subject to our outsourcing policy. We do not anticipate any changes to significant service providers in the near term in connection with the acquisition. As required, any financial industry affiliations of Burgundy or its related persons are disclosed in section 7.A. of Schedule D of Form ADV, Part 1. (Part 1 of Burgundy’s Form ADV can be accessed by following the directions provided on the cover page of this Brochure). Related Officers & Directors Further, certain of Burgundy’s officers and directors are also directors and officers of affiliated BMO entities. In carrying out their roles, those directors and officers encounter the same or similar potential conflicts of interests that existing between Burgundy and related entities. How Burgundy addresses conflicts Burgundy acts in the best interest of its clients as part of its fiduciary duty as a registered investment adviser. Burgundy takes the following steps, among others, to address any conflicts: 13  • Burgundy and its personnel are required to address all material conflicts of interest (COI) in the best interest of the client. Any material conflicts of interest that cannot be addressed in the best interest of the client must be avoided. • Burgundy must disclose in writing all material conflicts of interest to a client whose interests are affected by the conflicts of interest if a reasonable client would expect to be informed of those conflicts of interest. • Disclose to clients with separately managed accounts that they may set up restrictions around any securities they do not wish to include in their portfolio. • Require employees to seek prior approval of any outside business or employment activity to ensure that any conflicts of interest in such activities are properly addressed. • BMO Enterprise Ethics, Legal & Compliance Training (ELCT) is provided to employees on an annual basis and specific Burgundy training is provided at the start of employment, annually, and when there are material changes to the compliance program. • Burgundy has various policies and procedures in place to address conflicts of interests, as discussed in more detail in this brochure in Item 5 – Compensation, Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, and Item 12 – Brokerage Practices. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Burgundy has adopted a code of conduct (the “Code”) pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 for all supervised persons of the firm describing its high standard of business conduct and fiduciary duty to its clients. The Code covers fiduciary obligations and ethical principles, personal securities transactions and reporting procedures, confidentiality and privacy of client information, insider trading policy and procedures, conflicts of interest disclosure procedures, recordkeeping requirements, outside business activities, standards of professional conduct, and restrictions on accepting and giving of gifts among other items. All Burgundy personnel are required to acknowledge that they have read, understood and will comply with the Code upon starting employment. Annually thereafter, Burgundy personnel must acknowledge that they have read, understood, have complied, and will continue to comply with the Code. Any employee who violates the Code will face corrective measures up to and including termination of employment and legal action. These consequences also apply to anyone who retaliates against someone who reports a concern and/or fails to cooperate with an investigation under the Code. Burgundy will provide a copy of the Code to any client or prospective client upon request. Clients or prospective clients may request a copy of the Code by contacting their Burgundy relationship manager. Participation or Interest in Client Transactions In certain instances, Burgundy recommends that clients buy or sell investment products in which Burgundy has a financial interest. Burgundy may recommend that clients invest in collective investment vehicles sponsored or managed by Burgundy, including one or more Burgundy Funds, DST, a multi-portfolio Delaware business trust (collectively, the “Burgundy Funds”). Burgundy, its employees and officers may also be invested in the Burgundy Funds, and may at times represent a substantial percentage of a particular Burgundy Fund’s total assets. Burgundy addresses this conflict through disclosure and has implemented policies and procedures to manage these conflicts of interest and ensure that any recommendations to clients are made in the client’s best interest. Clients of Burgundy may be entities that issue securities (public companies) or may be related to such an entity (for example, a pension plan of a public company) (“Issuer Clients”). From time to time, Burgundy may cause 14  client portfolios and/or the Burgundy Funds to invest in securities of an Issuer Client. Burgundy will only make such an investment decision when it considers that the investment is in the best interests of the client portfolios or the Burgundy Fund(s) and will make the decision independently from considerations related to the fact that the issuer of the securities is an Issuer Client. Prior to entering into an investment management relationship, any potential conflicts are disclosed via this brochure, the ADV Part 2A. Additionally, ADV Part 2A is updated on an annual basis or when there is a material change. Personal Trading Under the Code and Burgundy’s personal trading policy, Burgundy personnel are prohibited from using knowledge of portfolio transactions made or contemplated for any client to profit by the market effect of such transactions or otherwise engage in fraudulent conduct in connection with the purchase or sale of a security sold or acquired by a client. Further, employees are prohibited from taking advantage of an opportunity of any client for personal benefit or taking any action inconsistent with our fiduciary obligations. Our employees must avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility. Burgundy employees are encouraged to invest only in the Burgundy Funds, or where appropriate, to have a separately managed portfolio at Burgundy. However, because Burgundy permits certain limited personal trading, this creates the potential conflict that employees could use their knowledge of pending transactions in the Burgundy Funds in an attempt to benefit themselves (for example, attempting to sell a personal holding ahead of the Burgundy Funds in an effort to obtain a higher price than might exist when the Burgundy Fund holdings are sold. To address conflicts related to personal trading, the Code requires that no personal trading permitted under the policy may be processed until all client trades are completed and pre-clearance from Burgundy’s compliance group is obtained. Appropriate blackout periods are invoked as standard practice. For any security in which Burgundy may have an interest, or is following closely, a blackout period may also be invoked at the discretion of the VP, Chief Compliance Officer & Associate General Counsel (“CCO”). Item 12: Brokerage Practices Best Execution and Trade Management Burgundy has discretion over the choice of which broker to select for each trade. We select brokers on the basis of their ability to execute transactions at the most favorable prices and lowest overall execution costs. We also take into consideration other relevant factors, such as (i) the reliability, integrity and financial condition of the broker-dealers; (ii) the size of and difficulty in executing the order; and (iii) the quality of execution and custodial services. The determinative factor is not necessarily the lowest possible transaction cost, but whether the transaction represents the best qualitative execution for the client account. Burgundy has adopted procedures relating to approving brokers. Before adding a broker to its approved broker list (“Approved Broker List”), the Trading Desk and Legal & Compliance complete an assessment of the broker. Legal & Compliance provides formal approval for all new brokers. In addition, Burgundy has implemented a Transactional Cost Analysis (“TCA”) system which aids in the identification of the explicit and implicit costs associated with trading. This allows Burgundy to monitor the best execution process. The TCA analysis allows Burgundy to review the implementation cost of the trading process. It also allows Burgundy to evaluate broker performance in the trading process from multiple perspectives. Burgundy has also established a Trade Management Oversight Committee (“TMOC”) which meets semi- annually to discuss various aspects of the trading function including best execution, broker evaluation and selection and the use of trade desk technology. TMOC reviews and evaluates brokerage allocation using TCA 15  data among the various dealers to effectively reward brokers for their ability to deliver best execution. Weaker performing brokers are allocated less trades going forward or are removed from the Approved Broker List all together. Burgundy does not participate in commission recapture agreements with brokers and does not accept client- directed brokerage arrangements. We believe this ultimately results in more efficient trading and an overall lower commission cost for all of our clients. Related Parties In seeking best execution for transactions, Burgundy may, from time to time, place trades through BMO Capital Markets, a broker-dealer that is affiliated with Burgundy or another BMO affiliate. The use of an affiliated broker-dealer presents a potential conflict of interest because Burgundy may have an incentive to select its affiliate over unaffiliated broker-dealers. Burgundy addresses this conflict by selecting broker-dealers, including any affiliated broker-dealer, based on its good faith determination of best execution under the circumstances, as described above. Burgundy does not place trades with BMO affiliates unless the transactions are conducted on an agency basis (not as principal). In certain circumstances, regulatory, legal, or other restrictions may limit or prohibit Burgundy’s ability to place trades through an affiliated broker-dealer for particular clients or accounts, including restrictions applicable to employee benefit plans subject to ERISA or similar laws. In such cases, Burgundy will place trades through unaffiliated broker-dealers. As a result of these restrictions, Burgundy may not always be able to obtain the same execution terms for such transactions that might otherwise be available through its affiliated broker- dealer. Cross Transactions On occasion, and under limited circumstances, Burgundy may effect “cross trades” between client advisory accounts. A cross trade involves the purchase and sale of the same security between accounts managed by Burgundy and is intended to minimize or eliminate transaction costs and market impact. Burgundy will effect cross trades only when it determines that the transaction is in the best interests of both client advisory accounts, in accordance with applicable law (including Section 206 of the Advisers Act) and with Burgundy’s policies and procedures, and, with respect to any client subject to ERISA, only as permitted by ERISA Section 408(b)(19) or another applicable prohibited transaction exemption. If Burgundy is not permitted by a client or under applicable law (including ERISA) to use its affiliated broker-dealer to execute transactions, the universe of available broker-dealers may be limited, which could affect execution quality, including the commissions or prices obtained for a particular transaction. An “agency cross transaction” occurs when an investment adviser arranges a trade between a client and another party and an affiliated broker-dealer acts as broker for both sides of the transaction. Burgundy may, from time to time, engage in agency cross transactions by executing trades through its affiliated broker-dealer. Agency cross transactions present a conflict of interest because Burgundy has an incentive to effect transactions through its affiliate. Burgundy will engage in agency cross transactions only when it determines that the transaction is in the client’s best interests and when the requirements of Rule 206(3)-2 under the Advisers Act are satisfied, including providing clients with advance written disclosure of the conflicts associated with such transactions and obtaining client consent. Clients will receive confirmations for each agency cross transaction that disclose the nature of the transaction and Burgundy’s role, and clients may revoke their consent to agency cross transactions at any time by providing written notice to Burgundy. Aggregation of Orders 16  It is our policy to allocate trades in a fair and equitable manner so that accounts are not preferred or disadvantaged over time. Burgundy may aggregate the placement of trades if two or more trades are of the same security and same side of the transaction. Burgundy may seek to aggregate or block trade such transactions in order to obtain best execution, to obtain more favorable commission rates, or to allocate equitably among multiple accounts the differences in prices, commissions or other transaction costs that might have been obtained had such orders been placed independently. Soft Dollars The term “soft dollars” refers to arrangements where an investment adviser uses client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. Burgundy has elected to completely unbundle its commissions paid to brokers into separate research and execution payments for its equity mandates, regardless of domicile. Client brokerage commissions are used solely to pay for trade execution, and all trades are executed on the basis of best execution without consideration of research services. Accordingly, Burgundy absorbs all costs associated with external research and other non- execution services. Any external research, corporate access, or other services provided by brokers are paid for directly by Burgundy and not through client commissions. Burgundy does not enter into soft dollar arrangements within the meaning of Section 28(e) of the Securities Exchange Act of 1934. Item 13: Review of Accounts All client accounts are monitored regularly. We encourage our clients to meet at least annually to review the performance of their investments, and are prepared to meet with clients more frequently as required. Investment review meetings entail a detailed performance review relative to the performance of a comparative benchmark, a reconciliation of the activity in the account, a detailed discussion of any changes in the portfolio and a discussion of the current portfolio valuation. Client investment reviews are conducted by a member of the U.S. Client Service team, who may be accompanied by a member of the investment team. Written reports are provided to our clients on a quarterly basis. Our reports include an asset mix overview and a report that discusses performance and activity in the account. A portfolio valuation showing the account’s position at the end of the quarter is also included. Monthly portfolio valuations and transaction reports are available to clients, if required. Item 14: Client Referrals and Other Compensation Burgundy has no current referral arrangements in place. Burgundy does not receive any economic benefit, directly or indirectly, from any third party for advice rendered to clients of Burgundy. Burgundy may occasionally recommend the services of an affiliate, depending on the affiliate’s service offering. As described in Item 10, Burgundy has policies and procedures in place designed to appropriately prevent, limit, or mitigate conflicts of interests that can arise between Burgundy and it related persons, and Burgundy personnel do not receive direct compensation for any such recommendations. In connection with the BMO acquisition, certain Burgundy personnel who were previously Burgundy shareholders and were sellers in the transaction may be incentivized to make referrals to affiliates from time to time. While they do not receive direct compensation tied to any particular referral as noted above, they may be entitled to receive their prorate share of an earnout component to the sale price, to be paid in the future subject to Burgundy achieving certain growth targets (and towards which certain affiliate referrals contribute). This 17  arrangement could give rise to an actual or perceived conflict of interest, as individuals eligible for such proceeds have an indirect financial incentive to encourage clients to use affiliates’ services. However, the potential for additional share proceeds beyond those paid at closing of the acquisition does not change our fiduciary duty to you, and we will continue to act in your best interests. We will continue to be governed by and adhere to policies and procedures that help manage this conflict. Investment discretion will be exercised based on your investment policy statement or guidelines and objective criteria. Item 15: Custody Burgundy does not have custody of separately managed accounts. Clients that maintain separately managed accounts at Burgundy select their own custodian relationship. Separately managed accounts’ cash balances are reconciled daily with the custodian; assets and positions are reconciled to the custodian on a monthly basis. This function is independent of the trading desk and any differences in either cash or positions are reviewed and investigated with the custodian. For clients invested in the Burgundy DST Funds, Burgundy has deemed custody of the Funds and has implemented SEC’s custody rules to (a) maintain client accounts, funds and securities with a qualified custodian, The Northern Trust Company; (b) ensure the custodian sends monthly reports to each client; and (c) adopt policies and procedures over the risk of handling clients’ investments to and from clients’ accounts. Burgundy urges each client to carefully review the statements sent by the custodian and should compare the information in those reports to the information in the quarterly reports Burgundy provides to clients. Burgundy’s statements may vary from custodian statements based on accounting procedures or reporting dates. Because the Funds are subject to an annual audit by Deloitte & Touche LLP, a member of the Public Company Accounting Oversight Board and the audited financial statements are distributed to clients within 120 days of the funds’ year end, Burgundy relies on an exemption whereby Investment Advisors are deemed to have complied with the surprise examination requirement. Item 16: Investment Discretion Written investment management agreements grant Burgundy discretionary authority which includes the ability to determine the type and amount of securities to be purchased or sold. In all of such cases, Burgundy exercises such discretion in a manner consistent with the stated investment objectives for the particular client account. In rare circumstances, clients may provide specific limitations to Burgundy relating to certain transactions, provided such limitations do not conflict with the investment objectives or guidelines. Burgundy may be limited in the type or quantity of securities purchased or held due to certain regulatory, internal compliance restrictions or client-specific investment guidelines and restrictions. Item 17: Voting Client Securities Burgundy has established a set of Proxy Voting Guidelines to ensure that when Burgundy is delegated voting rights by our clients, we exercise such ownership rights in order to optimize the long-term value of those investments. Conflicts of interest may arise between Burgundy’s interests and our clients’ interests when voting securities. We seek to avoid material conflict of interests through the application of our Proxy Voting Guidelines in an objective and consistent manner across client accounts. A conflict of interest may exist, for example, if Burgundy has a business relationship with either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote. When a conflict or potential conflict of interest does exist, 18  proxies are voted based on the investment considerations and investment merits of the security, without regard to any business relationship that may exist between Burgundy and the company. Further, Burgundy uses a third party service provider to gather and consolidate the proxy circulars electronically. All proxies are distributed internally to the appropriate Portfolio Manager for proposal selection and authorization, in accordance with Burgundy’s comprehensive Proxy Voting Guidelines. We do not permit clients to direct us on how to vote in a particular situation. In situations where a client may choose to vote for their own shares, they will receive their ballots and other solicitations directly from their custodian or transfer agent. A primary focus in management of proxy voting is to maximize shareholder value. One of the ways of ensuring that companies focus attention on maximizing values for shareholders is through corporate governance. Well- managed companies, with strong, focused governance processes, generally produce better long-term investment returns for all investors. Some areas of corporate governance are established by legislative and regulatory framework, while other aspects are within the control of a company’s board of directors, management and shareholders. Burgundy’s current Proxy Voting Guidelines are divided into the following categories: Boards of Directors, Management Compensation, Shareholder Rights, and Environmental and Social Considerations. Almost all proxies include a recommendation for the appointment of the shareholders’ auditors for a corporation and, therefore, a general guideline is also included. Clients may request for a copy of their proxy voting records and/or a copy of Burgundy’s Proxy Voting Guidelines by contacting info@burgundyasset.com. Item 18: Financial Information Burgundy does not solicit prepayment of client fees. There are no financial commitments that would impair Burgundy’s ability to meet contractual and fiduciary commitments to clients, nor has Burgundy ever been the subject of a bankruptcy proceeding. 19