Guardian Capital LP (Re), 2026 CanLII 53098

June 4, 2026

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 Core Equity Fund (formerly Guardian i³ Global Quality Growth Fund)

(the Continuing Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Continuing Fund, being a mutual fund that offers Mutual Fund Securities (as defined below) and intends to offer ETF Securities (as defined below), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants exemptive relief to the Filer and the Continuing Fund as set forth below (collectively, the Exemption Sought):

(a) an exemption from section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) for the purpose of the following exemptions sought from Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1):

(i) Item 8(2) of Part B of Form 81-101F1 to permit each exchange-traded series (ETF Series) of the Continuing Fund to disclose the series start date of the corresponding series of the Terminating ETF (as defined below) as its series start date in the simplified prospectus of the Continuing Fund; and

(ii) Item 10(b) of Part B of Form 81-101F1 to permit each ETF Series of the Continuing Fund to use the corresponding series of the Terminating ETF’s past performance data to calculate the ETF Series’ investment risk rating when complying with Item 4 of Appendix F Investment Risk Classification Methodology (Appendix F) to National Instrument 81-102 Investment Funds (NI 81-102).

(b) an exemption from sections 3.1(2) and 3B.2 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) for the purposes of the following exemptions sought from Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2) and Form 41-101F4 Information Required in an ETF Facts Document (Form 41-101F4):

(i) Item 2 of Part I of Form 41-101F4 to permit each ETF Series of the Continuing Fund to disclose the start date, management expense ratio (MER), average daily volume, number of days traded, market price, net asset value and average bid-ask spread of the corresponding series of the Terminating ETF as its information in its ETF Facts (as defined below);

(ii) Item 4 of Part I of Form 41-101F4 to permit each ETF Series of the Continuing Fund to use the performance history of the corresponding series of the Terminating ETF to calculate and disclose its investment risk rating in the applicable ETF Facts;

(iii) Item 5 of Part I of Form 41-101F4 to permit each ETF Series of the Continuing Fund to use the past performance data of the corresponding series of the Terminating ETF in the “Average return”, “Year-by-year returns” and “Best and worst 3-month returns” sections in its ETF Facts; and

(iv) Item 1.3 of Part II of Form 41-101F4 to permit each ETF Series of the Continuing Fund to use the MER, the trading expense ratio and the expenses of the corresponding series of the Terminating ETF in the “ETF expenses” section of its ETF Facts;

(c) an exemption from sections 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a) and 15.8(3)(a.1) of NI 81-102 to permit each ETF Series of the Continuing Fund to use the performance data of the corresponding series of the Terminating ETF in sales communications and reports to securityholders (collectively, Fund Communications) of the Continuing Fund;

(d) an exemption from section 15.1.1 of NI 81-102 and Items 2 and 4 of Appendix F to permit each ETF Series of the Continuing Fund to calculate its investment risk level using the performance history of the corresponding series of the Terminating ETF (together with paragraphs (a), (b) and (c) above, the Past Performance Relief);

(e) an exemption from sections 2.1 and 2.3 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to permit the Continuing Fund to, for the first financial year after the Merger (as defined herein) is completed, file comparative annual and interim financial statements that include, in respect of each ETF Series of the Continuing Fund, information derived from the financial statements of the corresponding series of the Terminating ETF; and

(f) an exemption from section 4.4 of NI 81-106 for relief from the requirements of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1) set out below, to permit the Continuing Fund to include in its annual and interim management reports of fund performance (MRFPs), in respect of each ETF Series of the Continuing Fund, the performance data and information derived from the financial statements and other financial information (collectively, the Financial Data) of the corresponding series of the Terminating ETF, as follows:

(i) Items 3.1(1), 3.1(7), 3.1(7.1) and 3.1(8) of Part B of Form 81-106F1 to permit each ETF Series of the Continuing Fund to use the financial highlights of the corresponding series of the Terminating ETF in its Form 81-106F1;

(ii) Items 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B of Form 81-106F1 to permit each ETF Series of the Continuing Fund to use the past performance data of the corresponding series of the Terminating ETF in its Form 81-106F1; and

(iii) Items 3(1) and 4 of Part C of Form 81-106F1 to permit each ETF Series of the Continuing Fund to use the financial highlights and past performance data of the corresponding series of the Terminating ETF in its Form 81-106F1 (together with paragraph (e) above, the Continuous Disclosure Relief);

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

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

(b) 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 all of the provinces and territories of Canada other than Ontario (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.

Continuing Fund means Guardian i³ Global Core Equity Fund (formerly Guardian i3 Global Quality Growth Fund).

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 classes or series of ETF Securities being distributed under a prospectus.

ETF Securities means securities of an exchange-traded class or series of a Fund that are listed or will be listed on the TSX or another Marketplace, including the ETF Series, and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

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.

Funds means the Continuing Fund and the Terminating ETF.

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 class or series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

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

Terminating ETF means Guardian i³ Global Quality Growth ETF.

TSX means the Toronto Stock Exchange.

Representations

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

The Filer

1. The Filer is an Ontario limited partnership, which is wholly owned by Guardian Capital Group Limited, a wholly owned subsidiary of Desjardins Global Asset Management Inc. The general partner of the Filer is Guardian Capital Inc., an Ontario corporation wholly-owned by Guardian Capital Group Limited, with its head office located in Toronto, Ontario.

2. The Filer is registered as: (a) a portfolio manager in all of the provinces of Canada; (b) an exempt market dealer in all of the provinces of Canada; (c) an investment fund manager in Ontario, Québec and Newfoundland and Labrador; (d) commodity trading counsel in Ontario; and (e) a commodity trading manager in Ontario.

3. The Filer is the investment fund manager and portfolio manager of the Funds. The Filer has applied, or will apply, to list each series of ETF Securities of the Continuing Fund on the TSX or another Marketplace.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Funds

5. Each Fund is a mutual fund structured as a trust that is organized and governed by the laws of the Province of Ontario. Each Fund is a reporting issuer in the Jurisdiction(s) in which its securities are distributed.

6. Subject to any exemptions that have been, or may be, granted by the applicable securities regulatory authorities, each Fund is an open-ended mutual fund subject to the provisions of NI 81-102. Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102.

7. Hedged ETF units (the Terminating Hedged ETF Units) and unhedged ETF units (the Terminating Unhedged ETF Units) of the Terminating ETF are listed on the TSX and are qualified for sale in each of the Jurisdictions under a simplified prospectus and ETF Facts dated May 21, 2025, as amended, each of which has been prepared in accordance with NI 81-101 and Form 41-101F4, as applicable.

8. Securities of the Continuing Fund are qualified for sale under a simplified prospectus and Fund Facts dated May 21, 2025, as amended, each of which has been prepared in accordance with NI 81-101.

9. The investment objectives of the Terminating ETF are substantially similar to those of the Continuing Fund.

10. The Continuing Fund follows the standard investment restrictions and practices established under NI 81-102, except pursuant to the terms of any exemption that has been obtained.

11. On or about June 4, 2026, the Filer expects to file an amendment to the simplified prospectus dated May 21, 2025, as amended, of the Funds (the Amended Prospectus). Pursuant to the Amended Prospectus, the Filer will, among other things, qualify for distribution hedged ETF units (the Continuing Hedged ETF Units) and unhedged ETF units (the Continuing ETF Units) of the Continuing Fund, resulting in the Continuing Fund offering both Mutual Fund Securities and ETF Securities. At this time, the Filer will also file ETF Facts in the form prescribed by Form 41-101F4 for each series of ETF Securities of the Continuing Fund.

12. The Filer will apply to list the ETF Securities of the Continuing Fund on the TSX or another Marketplace. Listing is subject to the approval of the TSX or other Marketplace, in accordance with its applicable listing requirements.

13. None of the Funds are in default of securities legislation in any of the Jurisdictions.

The Merger

14. The Filer is streamlining and modernizing its product lineup and amending the structure of the Continuing Fund so that the Continuing Fund will have a “dual class” structure. The dual class structure means that the Continuing Fund will offer both ETF Securities and Mutual Fund Securities.

15. As a part of its modernization efforts, the Filer proposes to merge (the Merger) the Terminating Hedged ETF Units into the Continuing Hedged ETF Units and the Terminating Unhedged ETF Units into the Continuing ETF Units on or about August 14, 2026 (the Merger Date).

16. Until the Merger, the securities of the Terminating ETF will be in continuous distribution and listed on the TSX. Upon completion of the Merger, each ETF Series of the Continuing Fund will be listed on the TSX under a new ticker symbol. Upon completion of the Merger, each ETF Series of the Continuing Fund will have the same CUSIP number as the corresponding series of the Terminating ETF. The Filer has confirmed this approach with CDS.

17. Each ETF Series of the Continuing Fund is expected to be listed for trading on or about August 17, 2026.

18. The Merger will be carried out pursuant to the “pre-approved” merger conditions set out in section 5.6 of NI 81-102.

19. The Merger will be completed without the approval of Securityholders of the Terminating ETF in reliance on subsection 5.3(2)(a) of NI 81-102.

20. The independent review committee of the Terminating ETF has reviewed the potential conflict of interest matters related to the Merger and has approved the Merger after determining that the Merger, if implemented, would achieve a fair and reasonable result for the Terminating ETF, as contemplated by subsection 5.3(2)(a) of NI 81-102.

21. A press release describing the Merger will be issued and filed via SEDAR+ on or about June 4, 2026 and a material change report for the Terminating ETF will be filed via SEDAR+ on or about June 4, 2026.

22. Notice of the Merger will be sent to Securityholders in the Terminating ETF in accordance with subsection 5.3(2)(a)(v) of NI 81-102.

23. The Filer does not consider the Merger to constitute a “material change” for the Continuing Fund and accordingly, there is no intention to convene a meeting of unitholders of the Continuing Fund to approve the Merger pursuant to paragraph 5.1(1)(g) of NI 81-102.

24. The Terminating ETF will be terminated on or about the Merger Date and will be wound up as soon as reasonably possible thereafter.

25. The ETF Series of the Continuing Fund are being created for the purpose of the Merger, and therefore:

(a) upon completion of the Merger, the unitholders of a series of the Terminating ETF will have rights as investors in the corresponding ETF Series of the Continuing Fund that are substantially similar in all material aspects to the rights they had as investors in the Terminating ETF prior to the Merger;

(b) the portfolio manager of the Continuing Fund is the same as the Terminating ETF;

(c) the Continuing Fund has valuation procedures that are identical to the valuation procedures of the Terminating ETF; and

(d) the management fee attached to each ETF Series of the Continuing Fund will be the same as the management fee for the corresponding series of the Terminating ETF and each ETF Series of the Continuing Fund will pay the same operating expenses as the corresponding series of the Terminating ETF.

26. The Filer considers that the Continuing Fund is and will be managed in a manner which is substantially similar in all material respects to the manner in which the Terminating ETF has been managed.

Past Performance Relief and Continuous Disclosure Relief

27. The Filer is seeking to make the Merger as seamless as possible for investors in the Terminating ETF. The past performance data and financial information of the Terminating ETF is significant information which can assist investors in determining whether to purchase and/or to continue to hold securities of corresponding ETF Series of the Continuing Fund. Each ETF Series of the Continuing Fund will be created upon filing of the Amended Prospectus. The Filer will not commence distributing these ETF Securities until the completion of the Merger. As a result, as at the effective date of the Merger, in the absence of the Exemption Sought, each ETF Series of the Continuing Fund will not have their own past performance or series specific financial data on which investors can base an investment decision.

28. The Filer submits that treating each ETF Series of the Continuing Fund as fungible with the corresponding series of the Terminating ETF for purposes of the past performance data and financial information of the Continuing Fund would be beneficial to investors and that to do otherwise would cause unnecessary confusion among investors concerning the difference between each series of the Terminating ETF and the corresponding ETF Series of the Continuing Fund.

29. The Exemption Sought will allow the Continuing Fund to disclose information to investors in each ETF Series that is based on the same type of information that was applicable to the corresponding series of the Terminating ETF, that is:

(a) The ETF Facts for each ETF Series of the Continuing Fund will contain information that is based on the information disclosed in the ETF Facts for the corresponding series of the Terminating ETF, until such time as the Continuing Fund has information regarding the ETF Series based on its own operations for the applicable periods.

(b) The simplified prospectus for the Continuing Fund will contain information about each ETF Series of the Continuing Fund that is based on the information disclosed in the prospectus for the corresponding series of the Terminating ETF until such time as the Continuing Fund has information regarding such ETF Series based on its own operations for the applicable periods.

(c) The risk level for each ETF Series of the Continuing Fund will be based on, and calculated in accordance with, the performance of the corresponding series of the Terminating ETF, until such time as such ETF Series has the requisite 10 years of performance history. In this regard, the Filer considers that it is appropriate that each ETF Series have its own investment risk level, as contemplated in Item 3 of Appendix F of NI 81-102.

(d) The MRFPs and financial statements for the Continuing Fund will contain information about each ETF Series of the Continuing Fund that is based on the information disclosed in the past MRFPs and financial statements, as applicable, for the corresponding series of the Terminating ETF until such time as the Continuing Fund has information regarding such ETF Series based on its own operations for the applicable periods.

(e) The Fund Communications for each ETF Series of the Continuing Fund will include the applicable past performance data of the corresponding series of the Terminating ETF prepared in accordance with Part 15 of NI 81-102.

30. The Filer will only use and disclose the past performance data and financial information of the Terminating Hedged ETF Units for the disclosure related to the Continuing Hedged ETF Units and will only use and disclose the past performance data and financial information of the Terminating Unhedged ETF Units for the disclosure related to the Continuing ETF Units.

31. The Filer will include disclosure about the Merger in each of the documents listed in paragraph 29 to the extent the Filer considers appropriate for the type of document.

32. The Filer submits that investors will not be misled if each of the documents listed in paragraph 29 contains the applicable information about each series of the Terminating ETF and rather will have more complete and accurate information about whether to invest or to continue to hold investments in the corresponding ETF Series of the Continuing Fund.

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. The decision of the principal regulator under the Legislation is that:

1. the Past Performance Relief is granted, provided that:

(a) the Fund Communications of each ETF Series of the Continuing Fund include the applicable past performance data of the corresponding series of the Terminating ETF prepared in accordance with Part 15 of NI 81-102;

(b) the simplified prospectus of the Continuing Fund:

(i) includes information about each ETF Series of the Continuing Fund that is based on the information disclosed in the prospectus for the corresponding series of the Terminating ETF, until such time as the Continuing Fund has information regarding such ETF Series based on its own operations for the applicable periods;

(ii) discloses that the start date for each ETF Series of the Continuing Fund is the start date of the corresponding series of the Terminating ETF where the start date of the ETF Series is stated; and

(iii) discloses the Merger where the start date for each series of the Continuing Fund is stated;

(c) the ETF Facts for each ETF Series of the Continuing Fund:

(i) includes information that is based on the information disclosed in the ETF Facts for the corresponding Terminating ETF, until such time as the Continuing Fund has information regarding such ETF Series based on its own operations for the applicable periods prepared in accordance with Part 15 of NI 81-102;

(ii) states that the “Date series started” date is the “Date series started” date of the corresponding series of the Terminating ETF; and

(iii) discloses the Merger where the “Date series started” date is stated; and

(d) the Continuing Fund prepares its MRFPs in accordance with the Continuous Disclosure Relief; and

2. the Continuous Disclosure Relief is granted, provided that:

(a) the MRFPs and financial statements for the Continuing Fund include the Financial Data of the Terminating ETF pertaining to the Terminating ETF and disclose the Merger for the relevant time periods; and

(b) the Continuing Fund prepare its simplified prospectus, ETF Facts and other Fund Communications in accordance with the Past Performance Relief.

“Neeti Varma”

Neeti Varma

Associate Vice President, Investment Management Division

Ontario Securities Commission

Application File#: 2026-234

SEDAR+ File #: 06439419