August 27, 2024

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF GUARDIAN CAPITAL LP (the Filer)

AND

IN THE MATTER OF GUARDIAN I³ GLOBAL QUALITY GROWTH ETF

Guardian i³ US Quality Growth ETF (each, an Existing ETF Fund and collectively, the Existing ETF Funds)

AND

IN THE MATTER OF THE FUNDS LISTED IN SCHEDULE A

(each a Fund and collectively, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds, the Existing ETF Funds and such other exchange-traded funds as are managed or may be managed by the Filer now or in the future (collectively, the Future ETF Funds, and together with the Existing ETF Funds, the ETF Funds, and each, an ETF Fund), for a decision under the securities legislation of the Jurisdiction (the Legislation) that:

(a) exempts the Filer and the ETF Funds from the requirement in section 3.1(2) of NI 41-101 to prepare and file a long form prospectus for the ETF Securities in the form prescribed by Form 41-101F2 provided that the Filer files (i) a simplified prospectus for the ETF Securities in accordance with the provisions of NI 81-101 (as defined below), other than the requirements pertaining to the filing of a Fund Facts (as defined below) and (ii) an ETF Facts (as defined below) in accordance with Part 3B of NI 41-101 (as defined below) (the ETF Prospectus Form Requirement); and

(b) the time limits for the renewal of the simplified prospectus of the GuardBonds Funds (as defined in Schedule "A" hereto) dated January 1, 2024 (the GuardBonds Prospectus) and the simplified prospectus of the Guardian Mutual Funds (as defined in Schedule "A" hereto) dated April 12, 2024 (the Guardian Mutual Funds Prospectus and, together with the GuardBonds Prospectus, the Prospectuses) be extended to the time limit that would apply if the lapse dates of the Prospectuses were June 24, 2025 (the Lapse Date Relief),

(the ETF Prospectus Form Requirement and the Lapse Date Relief, collectively, the Requested Relief)

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Cboe means Cboe Canada Inc.

ETF Facts means a prescribed summary disclosure document required pursuant to NI 41-101, in the form prescribed by Form 41-101F4, in respect of one or more series of ETF Securities being distributed under a prospectus.

ETF Securities means securities of an exchange-traded series of a mutual fund that are listed or will be listed on the TSX, Cboe or another Marketplace.

Form 41-101F2 means Form 41-101F2 Information Required in an Investment Fund Prospectus.

Form 41-101F4 means Form 41-101F4 Information Required in an ETF Facts Document.

Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.

Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.

Fund Facts means a prescribed summary disclosure document required pursuant to NI 81-101 in the form prescribed by Form NI 81-101F3, in respect of one or more series of Mutual Fund Securities being distributed under a simplified prospectus.

Legislation means the securities legislation of the Ontario Securities Commission.

Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.

Mutual Fund Securities means securities of a non-exchange-traded series of a mutual fund.

NI 41-101 means National Instrument 41-101 General Prospectus Requirements.

NI 81-101 means National Instrument 81-101 Mutual Fund Prospectus Requirements.

Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities, as applicable.

TSX means the Toronto Stock Exchange.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1The Filer is an Ontario limited partnership. The general partner of the Filer is Guardian Capital Inc., an Ontario corporation. The Filer's head office is located in Toronto, Ontario.

2The Filer is registered as a portfolio manager and an exempt market dealer in each province of Canada, an investment fund manager in each of Ontario, Québec and Newfoundland and Labrador, and a commodity trading manager and a commodity trading counsel in Ontario.

3Each of the Funds and Existing ETF Funds is a mutual fund for purposes of National Instrument 81-102 Investment Funds established as a trust under the laws of the Province of Ontario, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

4The Filer is, or will be, the investment fund manager and portfolio manager of the Funds and the ETF Funds.

5Neither the Filer nor any of the Funds or Existing ETF Funds are in default of securities legislation in any of the Jurisdictions.

6The GuardBonds Funds and Guardian Mutual Funds currently distribute securities in the Jurisdictions under the Prospectuses.

The ETF Funds

7Each ETF Fund is, or will be, a mutual fund structured as a trust or a corporation or a class thereof that is organized and governed by the laws of a Jurisdiction. Each ETF Fund is, or will be, a reporting issuer in the Jurisdiction(s) in which its securities are distributed.

8Each ETF Fund offers, or will offer, ETF Securities.

9The ETF Funds are, or will be, governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the applicable securities regulatory authorities. Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102.

10The Existing ETF Funds are distributed pursuant to a long form prospectus dated June 24, 2024 in the form prescribed by Form 41-101F2 (the June Prospectus). If relief from the ETF Prospectus Form Requirement is granted, it is expected that when the June Prospectus is renewed in 2025, the Filer will file a pro forma simplified prospectus in the form prescribed by Form 81-101F1, in respect of the Existing ETF Funds, pursuant to which it will continue to offer ETF Securities of the Existing ETF Funds. ETF Facts in the form prescribed by Form 41-101F4 for each series of ETF Securities of the Existing ETF Funds will also be filed.

11The ETF Securities of the Existing ETF Funds are listed on the TSX. The Filer will apply to list the ETF Securities of the Future ETF Funds on the TSX, Cboe or another Marketplace and will not file a final or amended simplified prospectus for any of the Future ETF Funds in respect of the ETF Securities until the TSX, Cboe or other applicable Marketplace has conditionally approved the listing of the ETF Securities.

12The Filer, on behalf of the ETF Funds, has obtained the underwriter's certificate relief, sales and redemption relief and take-over bid relief from the applicable securities regulatory authorities that are required to offer ETF Securities under a simplified prospectus.

Reasons for the Lapse Date Extension

13Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the GuardBonds Prospectus is January 1, 2025 (the GuardBonds Lapse Date) and the lapse date of the Guardian Mutual Funds Prospectus is April 12, 2025 (the Guardian Mutual Funds Lapse Date, and together with the GuardBonds Lapse Date, the Current Lapse Dates and each, a Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of each of the Funds would have to cease on the applicable Current Lapse Date unless: (i) the Funds file a pro forma prospectus at least 30 days prior to the applicable Current Lapse Date; (ii) the final prospectus is filed no later than 10 days after the applicable Current Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the applicable Current Lapse Date.

14The fiscal year-end of each of the GuardBonds Funds is December 31 and, pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, the annual financial statements and auditor's report are required to be filed on or before the 90^th day after each GuardBonds Fund's most recently completed financial year, which for each of the GuardBonds Funds will be its first financial year-end of December 31, 2024 (the 2024 Fiscal Year-End).

15It is expected that each GuardBonds Fund will receive the written consent of its auditor at the same time that the financial statements and auditor's report for the 2024 Fiscal Year-End are issued, which is expected to occur on or about March 30, 2025.

16As audited financial statements will not be ready by the Current Lapse Date of the GuardBonds Prospectus, the GuardBonds Funds will need to incorporate by reference unaudited interim financial information into the final simplified prospectus. In accordance with section 3.1.2 of NI 81-101, in order to incorporate by reference the unaudited interim financial statements into the GuardBonds Funds' final simplified prospectus, those unaudited interim financial statements must be reviewed by the GuardBonds Funds' auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.

17Accordingly, if the Lapse Date Relief is not granted, the GuardBonds Funds' auditor will be required to review each of the GuardBonds Fund's interim financial statements. In doing so, additional costs will be incurred by the Filer and these costs will recur annually.

18Rather than facing this audit challenge each year, it would be more efficient and cost effective to extend the Current Lapse Date of the GuardBonds Prospectus to June 24, 2025. This extension will provide the time necessary for the auditor to complete the audit of each of the GuardBonds Fund's financial statements for the 2024 Fiscal Year-End, and for the Filer to prepare and file the final simplified prospectus and ETF Facts and Fund Facts, along with the written consent of the auditor, as required by NI 81-101.

19In addition, the extension of the Current Lapse Date would provide the Filer with additional time to prepare certain year-over-year performance data based on the audited annual financial statements each year, which would help to ensure that investors receive more accurate information on the performance of each of the GuardBonds Funds.

20The Filer is also the investment fund manager of five mutual funds (including the Existing ETF Funds) (the June Funds) that currently distribute their securities to the public under the June Prospectus, which has a lapse date of June 24, 2025.

21The Filer wishes to combine the Prospectuses with the June Prospectus in order to reduce renewal, printing and related costs of the Funds and the June Funds.

22Offering the GuardBonds Funds, the Guardian Mutual Funds and the June Funds under one prospectus would facilitate the distribution of such funds in the Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. As the GuardBonds Funds, the Guardian Mutual Funds and the June Funds are all managed by the Filer and share many common operational and administrative features, offering them under one prospectus (as opposed to three) will allow investors to more easily compare their features.

23If the Lapse Date Relief is not granted, it will be necessary to renew the Prospectuses twice within a short period of time in order to consolidate the Prospectuses with the June Prospectus and establish a uniform filing timeline for the Funds and the June Funds, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Lapse Date Relief.

ETF Prospectus Form Requirement

24The Filer believes it is more efficient and expedient to include the ETF Securities of each ETF Fund, and all series of Mutual Fund Securities and ETF Securities of certain other mutual funds (including the Funds and the other June Funds) for which the Filer is, or will be, the investment fund manager and portfolio manager, in one prospectus form instead of two different prospectus forms. The Filer believes this presentation will assist in providing full, true and plain disclosure of all material facts relating to the securities of such funds by permitting disclosure relating to all series of securities to be included in one prospectus form. The Filer proposes to file simplified prospectuses in respect of the ETF Funds, as this is the prospectus form the Filer uses for the vast majority of its existing mutual funds.

25The Filer will ensure that any disclosure included in the simplified prospectus relating to the ETF Securities will not interfere with an investor's ability to differentiate between the ETF Securities and any Mutual Fund Securities included in the same prospectus and their respective attributes.

26The ETF Funds will file ETF Facts in the form prescribed by Form 41-101F4 in respect of ETF Securities.

27The ETF Funds will comply with the provisions of NI 81-101 when filing any amendment or simplified prospectus.

Lapse Date Extension

28There have been no material changes in the affairs of the GuardBonds Funds since the date of the GuardBonds Prospectus, and there have been no material changes in the affairs of the Guardian Mutual Funds since the date of the Guardian Mutual Funds Prospectus. Accordingly, the current Prospectuses and current ETF Facts and Fund Facts of the GuardBonds Funds and Guardian Mutual Funds continue to provide accurate information regarding the GuardBonds Funds and the Guardian Mutual Funds, as applicable.

29Given the disclosure obligations of the Funds, should any material change in the affairs of any of the GuardBonds Funds or Guardian Mutual Funds occur, the Prospectuses and current ETF Facts and Fund Facts document(s) of the applicable Fund(s) will be amended as required under the Legislation.

30New investors in the GuardBonds Funds and Guardian Mutual Funds will receive delivery of the most recently filed ETF Facts and Fund Facts of the applicable Fund(s). The Prospectuses will still be available upon request.

31The Lapse Date Relief will not affect the accuracy of the information contained in the Prospectuses or the ETF Facts or Fund Facts document(s) and will therefore not be prejudicial to the public interest.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

1. The decision of the principal regulator is that the Requested Relief from the ETF Prospectus Form Requirement is granted, provided that the Filer complies with the following conditions:

(a) the Filer files a simplified prospectus in respect of the ETF Securities in accordance with the requirements of NI 81-101 and Form 81-101F1, other than the requirements pertaining to the filing of a Fund Facts document;

(b) the Filer includes disclosure required pursuant to Form 41-101F2 (that is not contemplated by Form 81-101F1) in respect of the ETF Securities in an ETF Fund's simplified prospectus; and

(c) the Filer includes disclosure regarding this decision under the heading "Exemptions and Approvals" in an ETF Fund's simplified prospectus.

2. The decision of the principal regulator under the Legislation is that the Lapse Date Relief is granted.

"Darren McKall"

Darren McKall Manager, Investment Management Division Ontario Securities Commission

Application #2024/0435 SEDAR+ Project #6158808

Schedule "A"

The GuardBonds Funds GuardBonds 2025 Investment Grade Bond Fund GuardBonds 2026 Investment Grade Bond Fund GuardBonds 2027 Investment Grade Bond Fund GuardBonds 1-3 Year Laddered Investment Grade Bond Fund

The Guardian Mutual Funds GC One Equity Portfolio GC One Fixed Income Portfolio Guardian Canadian Bond Fund Guardian Canadian Equity Fund Guardian Canadian Equity Income Fund Guardian Canadian Equity Select Fund Guardian Canadian Focused Equity Fund Guardian Canadian Growth Equity Fund Guardian Canadian Short-Term Investment Fund Guardian Directed Equity Path Portfolio Guardian Directed Premium Yield Portfolio Guardian Emerging Markets Equity Fund Guardian Fixed Income Select Fund Guardian Fundamental Global Equity Fund Guardian i³ Global Dividend Growth Fund Guardian i³ Global Quality Growth Fund Guardian i³ International Quality Growth Fund Guardian International Equity Select Fund Guardian Investment Grade Corporate Bond Fund Guardian Managed Balanced Portfolio Guardian Managed Growth Portfolio Guardian Managed Income & Growth Portfolio Guardian Managed Income Portfolio Guardian Risk Managed Conservative Portfolio Guardian Short Duration Bond Fund Guardian U.S. Equity All Cap Growth Fund Guardian U.S. Equity Fund Guardian U.S. Equity Select Fund Guardian Strategic Income Fund Sustainable Balanced 40/60 Fund Sustainable Balanced 60/40 Fund Sustainable Growth 80/20 Fund Sustainable Growth 100 Fund Sustainable Income 100 Fund Sustainable Income 20/80 Fund