Guardian Partners Inc.

FORM ADV PART 2A: BROCHURE GUARDIAN PARTNERS INC. 199 Bay Street, Suite 2700 Toronto, ON M5L 1E8 (416) 840-8001 https://www.guardiancapital.com/gpi/ https://www.guardiancapital.com/privatewealth/gca/ CRD #324189 March 31, 2026 This brochure (Brochure) provides information about the qualifications and business practices of Guardian Partners Inc. If you have any questions about the contents of this Brochure, please contact us at (416) 840-8001. 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. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Guardian Partners Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search the SEC’s site using a unique identifying number, known as a CRD number. The CRD number for Guardian Partners Inc. is #324189.  ITEM 2: MATERIAL CHANGES On March 23, 2026, Guardian Capital Group Limited (GCG), the parent company of Guardian Partners Inc. (GPI) announced the successful completion of the take-private acquisition of GCG by Desjardins Global Asset Management Inc. (DGAM). DGAM is an affiliate of Desjardins Group (Desjardins), the largest financial cooperative in Canada and the eighth largest in the world, with assets of $372.2 billion as at December 31, 2025. This transaction with Desjardins has resulted in GPI disclosing several new affiliates in Item 10. Going forward, as the integration of the businesses continues, we will provide clients with a summary of any material changes to this Brochure within 120 days of the close of GPI’s fiscal year end. We may provide additional interim disclosure about material changes, if warranted, in compliance with regulatory guidance. For a current copy of GPI’s Brochure, please contact us at (416) 840-8001. ii  TABLE OF CONTENTS Page ITEM 1: COVER PAGE ............................................................................................................. i ITEM 2: MATERIAL CHANGES ............................................................................................... ii ITEM 3: TABLE OF CONTENTS .............................................................................................. iii ITEM 4: ADVISORY BUSINESS ................................................................................................ 1 ITEM 5: FEES AND COMPENSATION ....................................................................................... 4 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .............................. 8 ITEM 7: TYPES OF CLIENTS ..................................................................................................... 8 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................... 9 ITEM 9: DISCIPLINARY INFORMATION ...................................................................................16 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...............................16 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................................................19 ITEM 12: BROKERAGE PRACTICES .........................................................................................21 ITEM 13: REVIEW OF ACCOUNTS ...........................................................................................25 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .................................................26 ITEM 15: CUSTODY ................................................................................................................27 ITEM 16: INVESTMENT DISCRETION ......................................................................................27 ITEM 17: VOTING CLIENT SECURITIES ..................................................................................28 ITEM 18: FINANCIAL INFORMATION ......................................................................................30 ITEM 19: REQUIREMENTS FOR STATE-REGISTERED ADVISERS .............................................30 iii  ITEM 4: ADVISORY BUSINESS General Description of Advisory Business A. Guardian Partners Inc. (GPI) is a private company established in 1997, with its principal place of business in Toronto, Ontario, to provide wealth management services to individuals, families, and institutions. In March 2021, Guardian Capital Group Limited (GCG) completed the acquisition of BNY Mellon Wealth Management, Advisory Services, Inc., and renamed it Guardian Partners Inc. GPI became a wholly owned subsidiary of GCG. At the time, GCG was a Canadian publicly traded firm listed on the Toronto Stock Exchange. The acquisition further enhanced GPI’s service offerings and commitment to its Investment Advisory Services, also referred as Outsourced Chief Investment Officer (OCIO) Services. GPI continued to provide clients with objective advice, and maintain an unbiased culture as it implemented independent, third-party investment strategies. In January of 2012, GPI launched four proprietary pooled fund investment offerings that are multi- manager strategies constructed using third-party managers. Post-acquisition, GPI continued to be the portfolio manager, investment fund manager and trustee of the pooled funds. These offerings are used to implement a client’s investment strategy for specific reasons including simplicity, cost effectiveness, timeliness of actions, or to gain certain exposures. Effective December 31, 2024 (the Effective Date), GPI acquired all of the assets of its affiliate, Guardian Capital Advisors LP (GCALP). GCALP was founded in 1999 as a private client subsidiary of Guardian Group. GCALP was registered as a portfolio manager with securities regulators in all provinces of Canada and the Yukon and Northwest Territories, and was a registered investment adviser with the United States (U.S.) Securities and Exchange Commission (SEC). As of the Effective Date, GPI assumed the investment management agreements of GCALP clients and oversees all the management services previously managed by GCALP, while Guardian Capital Advisors (GCA) continued to operate as one of two divisions of GPI. GPI’s existing business continued as the Guardian Partners (GP) division of GPI. Both GP and GCA provide discretionary portfolio management services for the managed accounts of high-net-worth clients and institutional clients. The purpose of this transaction was to enhance operational, technological, communications, and regulatory efficiencies within GCG. On March 23, 2026, GCG announced the successful completion of the take-private acquisition of GCG by Desjardins Global Asset Management Inc. (DGAM). DGAM is an affiliate of Desjardins Group (Desjardins), the largest financial cooperative in Canada and the eighth largest in the world, with assets of $372.2 billion as at December 31, 2025. The transaction resulted in a number of new affiliates of GPI. In Canada, GPI is currently registered as a portfolio manager and exempt market dealer with securities regulators in all provinces and two territories (the Yukon and Northwest Territories). Its initial registration was effective March 14, 2003. Additionally, GPI is registered as an investment fund manager in Ontario, Québec and Newfoundland & Labrador. GPI’s principal regulator is the Ontario Securities Commission (OSC). In the U.S., effective November 21, 2024, GPI registered 1  with the SEC as an investment adviser to facilitate the offering of its private investment services in the U.S. This Brochure describes the services and related fees for the GP and GCA divisions. Investment Services B. As an investment adviser and discretionary asset manager, GPI provides specialized investment solutions for wealthy individuals, families, and institutions, with a history of partnering with our clients to preserve and grow wealth for future generations. We lead the development, execution, and maintenance of diversified portfolio strategies for our clients, and seek to provide unbiased and objective investment advice. The investment services of the GP and GCA divisions are described below. GP Division Investment Advisory Services As part of our Investment Advisory Services, also referred to as OCIO Services, GP provides the following services: • Preparation and review of the Investment Policy Statement (IPS) based on asset allocation studies which may lead to asset mix recommendations; • Investment manager evaluation, research, and continuous monitoring; • Monitoring compliance with the clients’ Investment Policy Statements; • Allocating and rebalancing funds in accordance with our clients’ Investment Policy Statements; • Performance measurement and attribution, by manager, consolidated; • Board Member onboarding; • Preparing and presenting educational materials; and • Attending meetings as necessary to present performance data, economic assessment and outlooks, and if necessary, recommendations for changes to investment managers, asset mix or tactical shifts. Discretionary Management Services As part of our Discretionary Management Services, we provide the following services: • Formulation of the IPS, including the development of the risk/return objectives, asset allocation, liquidity provisions, investment constraints, as well as wealth planning and financial analysis for high-net- worth individuals; • Portfolio construction and customization, management, execution, and implementation as directed by and on behalf of the client; • Ongoing oversight of portfolio asset mix, structure, and investment managers. As a firm, we are continuously monitoring and updating our economic outlook which informs our tactical asset allocation recommendations that we share with clients; 2  • Transition management and investment manager onboarding and termination; • Manager search, selection, implementation, monitoring, and engagement; • Formulation of comprehensive, portfolio strategy, and structure recommendations, including risk management; • Education sessions for key client persons on timely investment topics; • Quarterly portfolio reporting, strategy review meetings, and performance measurement; • Continuous and proactive manager oversight and, where appropriate, rebalancing and manager changes; • Monthly performance summary and investment income reporting, as may be required; • Quarterly or annual portfolio compliance monitoring, as required and ongoing operational and back-office support; • Thought Leadership Pieces/Events, Economic Research and Capital Markets Review; • Communication pieces intended to offer expert, in-depth insights on a range of investment management and best practices topics, including focus pieces, and topical bulletins and commentaries; and • New Director Onboarding Services for clients to ensure new directors are brought up to speed as soon as possible. GCA Division Discretionary Management Services GCA provides fee-based discretionary portfolio management services to pension plans, small corporations, trusts, pooled funds, charitable organizations, and in particular, high net worth individual clients. The firm employs a group of experienced portfolio managers who have the extensive wealth preservation experience and resources needed to construct portfolios aligned to each individual client’s needs. Portfolio managers may consider a wide spectrum of investments to determine which particular securities are appropriate to implement the client’s investment policy statement. GCA uses exchange-listed securities, securities traded over-the-counter, foreign securities, corporate debt securities, commercial paper, municipal securities, mutual funds and United States government securities to accomplish client objectives. Availability of Customized Services C. GPI tailors its investment services to a client’s individual needs. Each client’s stated investment policy and objectives as set out in the IPS are the primary guide for portfolio construction. We monitor strategy implementation at different levels such as through our investment team, portfolio accounting team and our compliance staff. Clients may impose reasonable restrictions on investing in certain strategies, securities, or types of securities. Those restrictions are normally outlined in writing within the IPS. D. Wrap Fee and Model Programs Not applicable. 3  Investment Performance Differences E. While accounts implementing the same investment strategy may perform similarly, performance differences are expected due to unique client objectives, restrictions, timing of trade orders, level of GPI’s discretionary authority, and account cash flows. For more information about GPI’s trade management policies and procedures, please see Item 12 - Brokerage Practices. Client Assets F. As of December 31, 2025, GPI had $3.29 billion USD in discretionary Regulatory Assets under Management, managed on behalf of clients. The majority of clients are non-U.S. based. ITEM 5: FEES AND COMPENSATION GP Division The following fees, as applicable, shall be charged to a Client’s overall portfolio of securities and/or cash under its management and advisement (collectively, the “Account”) in accordance with the terms of the Fee Schedule included in the Investment Services Agreement (“Agreement”). The terms of the Fee Schedule may be amended by GP upon sixty (60) days’ prior written notice to the Client. The total fees charged to the Client’s Account, as applicable, will be calculated according to the following formula: Total Fees = BF + TF + RF + PF BF = Base Service Fees, as described below in (1) TF = Third-Party Fees, as described below in (2) RF = Related and Connected Issuer Fees, as described below in (3) PF = Performance Reporting Fees, as described below in (4) (1) Base Service Fees Portfolio Value Fee as % of Portfolio Assets (*) $ 25 Million $ 25 Million First Next Thereafter 0.40% per annum 0.25% per annum 0.10% per annum (*) The minimum annual fee for Discretionary Management Services and Investment Advisory Services, in aggregate, is $40,000 Canadian. The Base Service Fee will be calculated beginning on the Commencement Date, which is the date of the initial discovery and insight meeting (first meeting after signing this Agreement) between the client and GP. The Commencement Date is listed in the Letter of Engagement (LOE), and may 4  be added to the LOE after the Agreement has been signed as the initial discovery and insight meeting date may not be known at the time of signing the Agreement. The Base Service Fee will be based on the total expected portfolio value, which is also listed in the LOE; this value will also serve to develop the IPS. The first quarterly fee will be payable by the client after the first calendar quarter following the Commencement Date. An invoice will be provided to the client. To the extent that the implemented portfolio value is less than the expected portfolio value (perhaps due to staging of investments), the Base Service Fee will be calculated based on the combined portfolio value; that is, the implemented portfolio value plus the expected value of those assets that are still yet to be implemented, at the first calendar quarter end following the Commencement Date. Once the portfolio is fully implemented, GP will bill the client its Base Service Fee each quarter in arrears by direct charge to the custodial account(s) and will be based on the market value of investments under advisement and/or management in the applicable quarter. (2) Third-Party Fees Where GP has invested assets in the Account, or recommended the investment of assets in the Account, as applicable, in unitized pools, mutual funds or other investment products managed by a third-party, additional Third-Party Fees may apply. Third-Party Fees include any fees: (i) charged by each sub-adviser to GP selected for the Client in its provision of Discretionary Management Services, or recommends in its provision of Investment Advisory Services, or (ii) fees payable to third party pooled funds, mutual funds or other investment products listed in the IPS, where such funds are not those of a sub-adviser, based on that portion of the Account invested with each sub- adviser and that sub-adviser’s applicable fee schedule and/or the fee charged by that third party investment. Once the Agreement is signed and the client’s IPS is developed we will provide the Client with a revised Schedule showing any applicable Third-Party Fees, which will be calculated according to the following formula: Third-Party Fees = (SA * SA%) + (TP * TP%) SA = Amount invested with sub-advisers SA% = Applicable sub-adviser fee for services TP = Amount invested with third-party pools, mutual funds or other investment products TP% = Third-party pooled funds mutual funds or other investment product fees Once the portfolio is fully implemented, any Third-Party Fees (in addition to the Base Service Fee) will be charged directly to the Client’s Account, and will be based on the market value of the applicable investments under discretionary management and/or advisement. 5  (3) Related and Connected Issuer Fees Where GP has invested assets in the Account, or recommend the investment of assets in the Account, as applicable, in unitized pools, mutual funds, or other investment products managed or advised by GP or its affiliated entities (Guardian Strategies and each a Guardian Strategy), an additional fee may apply. All such fees are further described in the offering memorandum of the applicable Guardian Strategy and all capitalized terms not defined below are defined therein. All Account assets invested in Guardian Strategies are included in aggregate for the purpose of calculating the Base Service Fee, however, a Base Service Fee will not be charged for any portion of Account assets invested in Class A Units of the I3 Pooled Funds or units of the I3 Alternative Strategy Fund (as described below). Fees Associated with I3 Pooled Funds Class A Units – Where the Client’s Account assets are invested in Class A Units of the GP pooled funds (the “I3 Pooled Funds”), a Base Service Fee will not be charged for that portion of Account assets. Class A Units of the I3 Pooled Funds have a fee which is paid directly to GP. I3 Alternative Strategy Fund – Where the Client’s Account assets are invested in units of the I3 Alternative Strategy Fund, a Base Service Fee will not be charged for that portion of Account assets. Units of the I3 Alternative Strategy Fund have a fee which is paid directly to GP. In the event our engagement is terminated by the Client prior to investing in the I3 Pooled Funds, the Client will be charged (and presented an invoice for) a one-time fee of 0.50% based on the portion of the Client’s Account allocated to I3 Pooled Funds for services rendered in connection with preparation of the IPS and portfolio recommendation. (4) Performance Reporting Fees If the Client has requested GP provide regular Performance Reporting Services (other than those provided for Account assets under Discretionary Management Services or Investment Advisory Services), an additional and separate Performance Reporting Fee may apply. In such cases, an annual Performance Reporting Fee of 0.05% of each such account’s total market value, subject to a minimum of $1,000 Canadian per annum per account, will be charged. GP will bill the Client its Performance Reporting Fee each quarter in arrears and will collect the fee directly from the Client’s custodial account(s)s. Performance Reporting Fees will be calculated starting from the statement date of the first statement received by GP. GCA Division Discretionary Management Services Compensation for discretionary management services is based on assets under management. Investment Management Fees (Fees) charged to Client Accounts are based on a percentage of the 6  market value of assets under management, usually on a sliding scale as set out on the Fee Schedule included in the Investment Management Contract (IMC). Clients are charged according to a standard schedule, but fees may be negotiated within a narrow range. Fee schedules may vary by the type of investment mandate selected by the client, and by the type of account. For example, an equity mandate may be charged a slightly higher fee than a fixed income mandate, and a pension plan is charged a lower fee than an individual. Clients will, typically, be charged between 0.75% and 1.25% per annum based on the market value of assets under management. Clients are charged a minimum quarterly fee in the amount of $3,125 Canadian for their Account Assets invested on a segregated basis. Fees are billed quarterly as directed in the client’s IMC and calculated based on the market value of assets in the investment account on the last trading day of the calendar quarter. In any partial calendar quarter, fees are pro-rated based on the number of days in which the account is open during the quarter. In the event that investment management services are terminated prior to the end of a quarter, GPI will calculate and collect pro rata fees as accrued to the date of termination, based upon the portfolio market value as at the last business day before notice of termination was received. For purposes of calculating fees, the market value of assets in the investment account shall consist of the market value of securities and other investments held in the account, including cash. In certain interest rate environments, the management fee attributable to the cash position could exceed the yield on the cash position. B. Fee Negotiation Most clients are charged according to the standard fee schedule for the GP and GCA divisions, respectively, but fees are at times negotiated within a narrow range. Factors considered in negotiation include the duration of the client relationship, the overall size of the relationship, the nature of services offered, as well as resources required to service the relationship. C. Additional Fees and Expenses GP Division All fees paid to GP for services rendered are separate and distinct from the fees and expenses charged by the client’s custodian. Clients choose their own custodians and negotiate those fees separately. Where applicable, clients will pay brokerage commissions, transaction costs, custodial fees, deferred sales charges, odd‐lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes which are unrelated to the fees paid to GP. Such charges, fees and commissions are exclusive of and in addition to GP’s fees. Additional details relating to other fees and expenses are found in Item 12 – Brokerage Practices. GCA Division All fees paid to GCA for investment advisory services are separate and distinct from the fees and expenses charged by a custodian and those charged by mutual funds to their shareholders. Mutual fund fees and expenses are described in each fund’s prospectus and generally include a management fee and other fund expenses. Clients will incur brokerage and other transaction costs. 7  However, there are no custodial fees charged by GCA to maintain the account. See brochure Item 12, Brokerage Practices for more information. D. Termination of Services Either party may terminate the LOE or IMC, as applicable, with or without cause, by providing 30 days’ (45 days for GP clients due to nature of investments) prior written notice to the other party (the Notice Period). At the end of the Notice Period, GPI will consider that a client has provided it with a redemption notice for redemption of client holdings in pooled funds and any such units will be redeemed, in accordance with the provisions associated with such redemptions and described in the offering documents of pooled funds, as applicable. In the event of early termination, for whatever reason, where the client is being billed fees directly by GPI, the client shall be invoiced up to the end of the Notice Period. GPI shall also have the right, upon 7 days’ prior written notice, to suspend performance of services in the event a client fails to pay any amount required to be paid under the Engagement Letter. E. Additional Compensation GPI and its employees do not accept compensation, including sales charges or service fees, for the sale of securities or other investment products, including asset‐based sales charges or service fees from the sale of mutual funds. GPI does not pay or receive fees of any kind from a third-party – the Firm’s sole source of revenue is client fees. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ITEM 6: Not applicable. TYPES OF CLIENTS ITEM 7: GP Division GP offers its services to the following types of clients: individuals, families, investment funds, pension and profit-sharing plans, trusts, estates, endowments, foundations, and corporations or other business entities. GP’s minimum account size requirement for opening and maintaining an account is generally $10,000,000 Canadian. However, GP may, at its sole discretion, accept accounts with a lower value depending on the circumstances. GCA Division GCA offers its services to the following types of clients: individuals, investment funds, pension and profit-sharing plans, trusts, estates, or charitable organizations, and corporations or other business entities. 8  GCA’s minimum account size requirement for opening and maintaining an account is generally $1,000,000 Canadian. However, GCA may, at its sole discretion, accept accounts with a lower value depending on the circumstances. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ITEM 8: A. Methods of Analysis and Investment Strategies Used in Formulating Investment Advice or Managing Assets GP Division Strategic Solutions Group GP employs an open-architecture, third-party money manager approach to provide clients with access to independent investment managers that have undergone rigorous due diligence. The Strategies and Solutions Group (SSG), which consists of manager research professionals who provide value-added manager research for GP clients, is responsible for this process. GP has developed a platform of approved strategies designed to be combined to offer a unique and customized solution to meet client investment objectives. The GPI currently uses a range of strategies including dedicated equity strategies with a variety of geographical and thematic exposures, multiple credit strategies, and various alternative strategies we believe are instrumental in building resilient client portfolios through a range of market and economic cycles. The manager search process begins with Idea Generation followed by the Manager Research Process and Rating. Both are described in further detail below. Idea Generation Investment opportunities are sourced internally and externally through the following channels: • Continuous monitoring of capital markets and emerging investment trends and themes • Quantitative screening o In-house tools used to visualize various important metrics of a strategy o External databases such as Morningstar Direct, eVestment, and Bloomberg • Industry network • Client generated ideas • Conferences and seminars Manager Research Process and Rating The rigorous investment due diligence process employed by SSG relies on original and fundamental research based on meetings with key investment decision makers and organizational leaders. Managers are evaluated on a range of factors GP believes are indicative of a manager’s capabilities. Once managers are evaluated, they are then compared across other similar mandates to assess the relative strengths and weakness of investment managers and their overall rating amongst their peers. 9  GCA Division Research Process GCA uses fundamental, technical and cyclical analysis techniques in formulating investment advice or managing assets for clients. The main sources of information used are financial newspapers and magazines, electronic data services, inspections of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses, filings with the SEC and other regulators and company press releases. Clients are reminded that investing in securities involves risk of loss that clients need to be prepared to bear. Risk tolerance and possible consequences are disclosed in the client’s investment policy statement. B. Material Risks Related to Investment Strategies or Methods of Analysis Investing in securities involves risk of loss that clients should be prepared to bear. The primary risks associated with GPI’s investment strategies and portfolio holdings are outlined below. There could be other risks of investment that are not discussed below. Past performance is no indication of future returns. No Investment Guarantee Equivalent to Deposit Protection. Investment in a securities portfolio is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which could be available to protect the holder of a bank deposit account. Furthermore, unlike a deposit in a bank account, the principal invested in an investment portfolio is capable of fluctuation. Reliance on GPI. The success of a client’s portfolio depends in substantial part upon the skill and expertise of the personnel of GPI and the ability of the GPI to successfully implement the investment policy of the client’s portfolio. No assurance can be given that GPI will be able to do so. Moreover, decisions made by GPI could cause a client portfolio to incur losses or to miss profit opportunities on which it could otherwise have capitalized. Clients will not be able to evaluate for themselves the merits of investments to be acquired. Instead, clients must rely on the judgment of GPI and third-party managers to conduct appropriate evaluations and to make investment decisions. There can be no assurance that any of the key investment professionals will continue to be associated with GPI or third-party managers throughout the life of the client relationship. General Economic and Market Risk. Client portfolios are affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors could affect the level and volatility of securities’ prices and the liquidity of a portfolio’s investments. Volatility or illiquidity could impair a portfolio’s profitability or result in losses. Equity Securities Risk. The value of equity securities varies in response to many factors. Factors specific to an issuer, such as certain decisions by management, lower demand for its products or services, or even loss of a key executive, could result in a decrease in the value of the issuer’s securities. Factors specific to the industry in which the issuer participates, such as increased competition or costs of production or consumer or investor perception, can have a similar effect. 10  The value of an issuer’s stock can also be adversely affected by changes in financial markets generally, such as an increase in interest rates or a decrease in consumer confidence, which are unrelated to the issuer itself or its industry. In addition, certain equity-related instruments can be subject to additional risks, including liquidity risk, counterparty credit risk, legal risk, and operations risk, and could involve significant economic leverage and, in some cases, be subject to significant risks of loss. These factors and others can cause significant fluctuations in the prices of the securities in which a portfolio invests and can result in significant losses. Issuer Risk. The value of an equity security could decline in response to developments affecting the specific issuer of the security or obligation, even if the overall industry or economy is unaffected. These developments could include a variety of factors, including but not limited to management issues or other corporate disruption, political factors adversely affecting governmental issuers, a decline in revenues or profitability, an increase in costs, or an adverse effect on the issuer’s competitive position. Smaller Company Risk. Investments in small-capitalization companies and mid-capitalization companies, including smaller, earlier stage companies, at times involve additional risks. These risks can be relatively higher with smaller companies. These additional risks could result from limited product lines, more limited access to markets and financial resources, greater vulnerability to competition and changes in markets, lack of management depth, increased volatility in share price, and possible difficulties in valuing or selling these investments. Fixed-Income Securities Risk. To the extent that an account holds fixed-income portfolio investments, they will be influenced by financial market conditions and the general level of interest rates around the world. Specifically, if fixed income investments are not held to maturity, an account may suffer a loss at the time of sale of such securities. Interest Rate Risk. The value of a portfolio that holds fixed-income securities will rise and fall as interest rates change. When interest rates fall, the value of an existing bond will rise. When interest rates rise, the value of an existing bond will fall. The value of debt securities that pay a variable (or floating) rate of interest is generally less sensitive to interest rate changes. To the extent an account invests in instruments with a negative yield (i.e., where there are negative interest rates), its value could be impaired. Systemic Risk. Credit risk can also arise through a default by one or several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as "systemic risk" and could adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which a portfolio interacts daily. Use of Leverage Risk. Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If an investor borrows money to purchase securities, the investor’s responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines. Foreign Investment Risk. Investments in securities of foreign issuers could involve risks including adverse fluctuations in currency exchange rates, political instability, confiscations, taxes 11  or restrictions on currency exchange, difficulty in selling foreign investments, and reduced legal protection. These risks are at times more pronounced for investments in developing countries. ADR Risk. American Depository Receipts (ADRs) are typically issued by a U.S. bank or trust company and represent ownership of underlying foreign securities. Positions in those securities are not necessarily denominated in the same currency as the common stocks into which they could be converted. Generally, ADRs, in registered form, are designed for the U.S. securities markets. In addition to the risks presented in any investment – changes in value, changes in demand – there are several risks unique to ADRs that must be considered. For instance, while they will react to normal market fluctuations like regular stocks, ADRs are still vulnerable to currency risks. If the value of the company's home currency falls too much relative to the U.S. Dollar, the effect will eventually trickle down to the ADR. The same can be said for changes in the home country's government. Emerging Market Securities Risk. Client portfolios can hold investments in various markets, some of which could be considered "emerging markets", or in companies with material exposure to emerging markets. Many emerging markets are developing both economically and politically and could have relatively unstable governments and economies based on only a few commodities or industries. Many emerging market countries do not have firmly established product markets and companies could lack depth of management or could be vulnerable to political or economic developments such as nationalization of key industries. Emerging market securities risks include: (i) greater risk of expropriation, confiscatory taxation, nationalization, social and political instability (including the risk of changes of government following elections or otherwise) and economic instability; (ii) the relatively small current size of some of the markets for securities and other investments in emerging markets issuers and the current relatively low volume of trading, resulting in lack of liquidity and in price volatility; (iii) certain national policies which could restrict a portfolio's investment opportunities including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; (iv) the absence of developed legal structures governing private or foreign investment and private property; (v) the potential for higher rates of inflation or hyper-inflation; (vi) currency risk and the imposition, extension or continuation of foreign exchange controls; (vii) interest rate risk; (viii) credit risk; (ix) lower levels of democratic accountability; (x) differences in accounting standards and auditing practices which could result in unreliable financial information; and (xi) different corporate governance frameworks. Furthermore, emerging markets are characterized by numerous market imperfections, analysis of which requires long experience in the market and a range of complementary specialist skills. In the recent past, the tax systems of some emerging markets countries have been marked by rapid change, which has sometimes occurred without warning and has been applied with retroactive effect. Concentration Risk. A portfolio will generally seek to diversify portfolio investments on behalf of the portfolio; however, a significant percentage of the portfolio's assets could be invested from time to time in groups of issuers deriving significant revenues from the same market, region, or industry. To the extent a portfolio makes such investments, the exposure to credit and market risks associated with such market, region or industry will be increased because changes in the value of a single issuer could have a greater impact on the total value of the portfolio than if the portfolio is invested in a larger number of issuers. To the extent that some of the issuers in the portfolio are 12  in the same or related industries or sectors, any economic, political, regulatory, or other event affecting one of those industries or sectors could have a greater impact on the total value of the portfolio. Liquidity Risk. Due to a lack of demand in the marketplace or other factors, a portfolio might not be able to sell some or all investments promptly or may only be able to sell investments at less than desired prices. Independent Manager and Sub-Adviser Selection. When client assets are invested by outside professional asset managers (i.e. sub-advisers), GPI does not directly control the day-to-day investment decisions of these outside managers. An independent manager may stray from its stated investment strategy (known as "style drift") or make poor investment decisions which place client assets at greater risk of loss. An independent manager may face regulatory problems which could have an impact on their ability to attract assets and professional staff. Currency Risk. When investments involve the currencies of various countries, the value of the assets of a portfolio as measured in the portfolio’s base currency will be affected by changes in currency exchange rates, which could affect a portfolio’s performance independent of the performance of its securities investments. A portfolio could seek to hedge all or any portion of its foreign currency exposure. However, even if a portfolio attempts such hedging techniques, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-base currencies because the value of those securities is likely to fluctuate due to independent factors not related to currency fluctuations. Currency exchange rates can fluctuate significantly over short periods of time causing, along with other factors, a portfolio’s net asset value to fluctuate as well. To the extent that a substantial portion of a portfolio’s total assets, adjusted to reflect a portfolio’s net position after giving effect to currency transactions, is denominated in the currencies of specific countries, the portfolio will be more susceptible to the risk of adverse economic and political developments within those countries. Position Limit Risk. “Position limits” imposed by various regulators and/or counterparties can also limit a portfolio's ability to effect desired trades. Position limits are the maximum amounts of net long positions that any one person or entity can own or control in a specific financial instrument. All positions owned or controlled by the same person or entity, even if in different accounts, can be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if a portfolio does not intend to exceed applicable position limits, it is possible that different accounts managed by GPI and its affiliates could be aggregated. If at any time positions managed by GPI were to exceed applicable position limits, we would be required to liquidate positions, which could include positions of a portfolio, to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, a portfolio could have to forego or modify certain of its contemplated trades. Private Fund Risk. Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each qualified client for review and consideration. Unlike other liquid investments, private investment funds do not provide daily liquidity or pricing. Each prospective 13  client must be qualified for investment in a fund and acknowledge and accept the various risk factors that are associated with such an investment. Correlation of Performance Across Investments and Strategies. GPI will invest in securities in a manner which is intended to provide some degree of portfolio diversification. However, there can be no assurance that the performance of its investments will not be correlated. For example, in periods of illiquidity such as those experienced in 2008, assets in certain market sectors which historically did not show a high degree of correlation became correlated due to the sharp decrease in liquidity available to investors and the loss of systemically important institutions that affected all such investments. Similarly, there can be no assurance that the strategy employed by GPI will be uncorrelated with other investment strategies in the future. Execution of Orders. A portfolio’s investment strategies and trading strategies depend on its ability to establish and maintain an overall market position in a combination of financial instruments selected by GPI. A portfolio’s trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to a portfolio, GPI, counterparties, brokers, dealers, agents, or other service providers. In such event, a portfolio might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, the portfolio might not be able to make such adjustment. As a result, a portfolio would not be able to achieve the market position selected by GPI, which could result in a loss. In addition, GPI could rely on electronic execution systems (and could rely on new systems and technology in the future), and such systems could be subject to certain systemic limitations or mistakes, causing the interruption of trading orders made by a portfolio. Trading on Exchanges. A portfolio can trade, directly or indirectly, securities on exchanges located anywhere. Some exchanges, in contrast to those based in the United States, for example, are “principals’ markets” in which performance is solely the individual member’s responsibility with whom the trader has entered into a contract and not that of an exchange or its clearinghouse, if any. In the case of trading on such exchanges, a portfolio will be subject to the risk of the inability of, or refusal by, a counterparty to perform with respect to contracts. Moreover, in certain jurisdictions there is generally less government supervision and regulation of worldwide stock exchanges, clearinghouses and clearing firms than, for example, in the United States. A portfolio is also subject to the risk of the failure of the exchanges on which its positions trade or of their clearinghouses or clearing firms and there could be a higher risk of financial irregularities and/or lack of appropriate risk monitoring and controls. Failure of Brokers, Counterparties, Exchanges. Client portfolios will be exposed to the credit risk of the counterparties with which, or the brokers, dealers, and exchanges through which, client portfolios deal, whether engaging in exchange-traded or off-exchange transactions. Client portfolios could be subject to risk of loss of assets on deposit with a broker in the event of the broker’s bankruptcy, the bankruptcy of any clearing broker through which the broker executes and clears transactions on behalf of client portfolios, or the bankruptcy of an exchange clearing house. Client portfolios can also be subject to risk of loss of their funds on deposit with brokers who are not required by their own regulatory bodies to segregate customer funds. Client portfolios could be required to post margin for foreign exchange transactions either with GPI or other foreign 14  exchange dealers who are not required to segregate funds (although such funds are generally maintained in separate accounts on the foreign exchange dealer’s books and records in the name of the client). In the case of a bankruptcy of the counterparties with which, or the brokers, dealers, and exchanges through which, client portfolios deal, or a client loss as described in the foregoing paragraph, client portfolios might not be able to recover any of their assets held, or amounts owed, by such person, even property specifically traceable to client portfolios, and, to the extent such assets or amounts are recoverable, client portfolios might only be able to recover a portion of such amounts. Further, even if client portfolios can recover a portion of such assets or amounts, such recovery could take a significant period of time. Prior to receiving the recoverable amount of the client account property, client accounts could be unable to trade any positions held by such person, or to transfer any positions and cash held by such person on behalf of client portfolios. This could result in significant losses to client portfolios. Client portfolios can initiate transactions on “over the counter” or “interdealer” markets. Participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent that client portfolios invest in swaps, derivatives or synthetic instruments, or other over-the-counter transactions in these markets, client portfolios can take a credit risk relative to parties with which it trades and could bear the risk of settlement default. These risks could differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Currency Counterparty Risk. Contracts in the foreign exchange market are not regulated by a regulatory agency, and such contracts are not guaranteed by an exchange or clearing house. Consequently, there are no requirements with respect to record-keeping, financial responsibility or segregation of customer funds or positions. In contrast to exchange-traded futures contracts, interbank-traded instruments rely on the dealer or counterparty being contracted with to fulfil its contract. As a result, trading in interbank foreign exchange contracts could be subject to more risks than futures or options trading on regulated exchanges, including, but not limited to, the risk of default due to the failure of a counterparty with which a client portfolio has a forward contract. Although GPI intends to trade with counterparties it believes to be responsible, failure by a counterparty to fulfil its contractual obligations could expose a client portfolio to unanticipated losses. Cybersecurity Risk. As the use of technology has become integral to conducting business, GPI has become more susceptible to operational and information security risks. A breach in cyber security refers to both intentional and unintentional events that may cause GPI to lose proprietary information, suffer data corruption or lose operational capacity. This in turn could cause GPI to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Cyber security breaches may involve unauthorized access to GPI’s digital information systems (e.g., through “hacking” or malicious software coding), but may also result from outside attacks, such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). In addition, cyber security breaches of a 15  GPI’s third-party service providers can also subject GPI to many of the same risks associated with direct cyber security breaches. As with operational risk in general, GPI has established risk management systems designed to reduce the risks associated with cyber security. However, there is no guarantee that such efforts will succeed, especially since GPI does not directly control the cyber security systems of third-party service providers. Pandemic Risk. Occurrences of epidemics or pandemics, depending on their scale, may cause different degrees of damage to global, national, and local economies. For example, COVID-19 (also known as novel coronavirus or coronavirus disease 2019) presented unique, rapidly changing, and hard to quantify risks. Governments on the global, national, and regional level, instituted a variety of measures including lockdowns, quarantines, and states of emergencies, which collectively have had a negative impact on certain sectors of the global economy. Due to the uncertainty surrounding pandemics such as COVID-19, global equity, bond, and credit markets may experience atypical volatility and/or be adversely affected. Such disruption may adversely affect the operating results and financial condition of portfolio holdings, and therefore in turn, client investment returns. C. Material Risks Related to Securities Investing in securities involves risk of loss that clients should be prepared to bear. See Item 8B above for a discussion of the risks related to securities. The risks described herein should not be considered an exhaustive list of all the risks which clients should consider. D. Minimizing the Risk of Loss GPI believes the professional and disciplined execution of our investment philosophy and due diligence will assist our clients in achieving their objectives over time, although there are no guarantees. We seek to mitigate investment risk by way of our top-down macro analysis with rigorous investment manager due diligence to identify investment opportunities and assist in the portfolio construction and asset allocation process. However, no investment is guaranteed. GPI clients placing funds in our strategies should do so with the full knowledge that loss of principal is a real risk. DISCIPLINARY INFORMATION ITEM 9: Registered investment advisers must disclose all material facts about any legal or disciplinary events that would be material to the evaluation of the firm or the integrity of its management. GPI does not have any legal, financial, or other disciplinary items to report. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Broker-Dealer Registration Status A. Neither GPI nor any of its management persons are registered as a representative of a broker-dealer or have an application pending to register as a broker-dealer in the U.S. As noted in Item 4.A. above, GPI is registered as a portfolio manager and exempt market dealer with securities regulators 16  in each province of Canada and in the Northwest Territories and the Yukon, and is registered as an investment fund manager in the provinces of Ontario, Québec, Newfoundland & Labrador. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status Neither GPI nor any of its management persons are registered or have an application pending to register in the U.S., as a futures commission merchant, commodity pool operator, commodity trading advisor, or a representative of the foregoing. C. Material Relationships or Arrangements with Related Persons who are Industry Participants Through its parent company’s ownership structure, GPI is affiliated with numerous financial service entities located inside and outside the U.S., as detailed below. This list of affiliated entities is subject to change over time. • Desjardins Global Asset Management (DGAM) indirectly controls GPI. Its principal regulator is the Autorité des marchés financiers in the province of Québec, where it is registered as a portfolio manager, investment fund manager, exempt market dealer and derivatives portfolio manager. It also is registered as a portfolio manager and exempt market dealer in all other Canadian provinces, as investment fund manager in the provinces of Ontario and Newfoundland & Labrador, and as a Commodity Trading Manager in Ontario. DGAM is also registered as a securities company with the Financial Services Commission in Barbados. DGAM offers investment solutions to institutional clients across Canada. • Agincourt Capital Management, LLC (Agincourt) is principally owned by Guardian Capital, LLC, an indirect subsidiary of DGAM, based in Richmond, Virginia in the U.S., and is registered with the SEC as an investment management firm. Agincourt primarily manages fixed income portfolios for a wide range of institutional clients. • Alexandria Bancorp Limited, an indirect subsidiary of DGAM based in Grand Cayman, and provides banking, investment management and trustee services to its international clients. • Alexandria Global Investment Management Limited, an indirect subsidiary of DGAM, is registered as a mutual fund manager under the laws of the Cayman Islands, and is the manager of a mutual fund, The Alexandria Fund (Fund), which is sold to the public outside Canada and the U.S. The Fund consists of numerous "sub-funds", each of which has a different investment objective. • Alta Capital Management, LLC (Alta Capital) is an indirect subsidiary of DGAM based in Salt Lake City, Utah in the U.S. and is registered with the SEC as an investment management firm. Alta Capital invests primarily in U.S.-based equity securities using a quality growth investment discipline on behalf of institutional, wrap and model-based program, high net worth, and individual clients. 17  • GuardCap Asset Management Limited (“GuardCap”) is a subsidiary of DGAM, is registered with the SEC as a foreign adviser and is authorised and regulated by the Financial Conduct Authority (FCA) of the United Kingdom. Its principal place of business is London, England and it is a specialist investment firm focused solely on managing concentrated, bottom-up, equity strategies constructed on an "index-agnostic" basis for institutional, wrap and model-based platform clients. • Guardian Capital Real Estate Inc. is an indirect subsidiary of DGAM and is the manager of Guardian Capital Real Estate Fund LP, a limited partnership that invests in direct real estate. DGAM also holds a 100% interest in Guardian Capital Real Estate GP Inc., which acts as general partner to Guardian Capital Real Estate Fund LP, and GC Opportunities Real Estate Inc., which acts as general partner to GC Opportunities Real Estate Fund LP. • Guardian Capital LP (GCLP) is an institutional investment firm and an indirect subsidiary of DGAM. GCLP is registered as a portfolio manager in all provinces of Canada and is registered with the SEC as an investment adviser. GCLP is also the manager of a group of pooled trust funds, the Guardian Capital Funds, and advises a private investment fund complex known as the Guardian Aurora Funds. The Guardian Aurora Funds complex consists of a Cayman Islands domiciled master fund and two feeder funds. • Guardian Smart Infrastructure Management Inc. (GSIM) is an indirect subsidiary of DGAM, and is the manager of Guardian Smart Infrastructure Partners LP and Guardian Smart Infrastructure Partners A-LP, limited partnerships that invest in infrastructure projects. • Modern Advisor Canada Inc. (ModernAdvisor) is based in Vancouver, British Columbia and is indirectly controlled by DGAM. It is registered as a portfolio manager in all provinces of Canada. ModernAdvisor offers two distinct levels of investment management services: The Automated Investing Service (AIS), an online investment management platform, and the Personal Portfolio Manager Service (PPMS), where clients receive personalized portfolio solutions and direct access to a dedicated portfolio manager. • Northwest & Ethical Investments L.P. (NEI) is an indirect, partially owned subsidiary of Fédération des caisses Desjardins du Québec which has a controlling interest in DGAM and GCG. NEI is registered as a portfolio manager in each province of Canada and as an investment fund manager in British Columbia, Ontario, Québec and Newfoundland & Labrador. • Rae & Lipskie Investment Counsel Inc. (operating as The RaeLipskie Partnership), a private wealth manager based in Waterloo, Ontario, is indirectly controlled by DGAM. RaeLipskie is registered as a portfolio manager in a number of jurisdictions of Canada, and as an investment fund manager in Ontario, Québec, and Newfoundland & Labrador. In the U.S. it is registered with the SEC as an investment adviser. • Sterling Capital Management, LLC (“Sterling”) is based in Charlotte, North Carolina in the U.S. and is principally owned by Guardian Capital, LLC, an indirect subsidiary of 18  DGAM. Sterling is registered with the SEC as an investment management firm. Sterling’s investment advisory services include mutual funds, separately managed accounts, model portfolios, and other commingled vehicles offered through a variety of intermediary and managed account platforms. • Sterling Capital (Cayman) Limited is a wholly-owned subsidiary of Sterling Capital Management, LLC that facilitates investment management services to non-U.S. companies. Conflicts of interest resulting from the above relationships are minimized in a number of ways. Regulations, policies and procedures restrict the relationships among dealers and advisers and govern their relationships with clients. The directors and officers of the Guardian Group who also serve as directors and officers of its related dealers and advisers generally provide overall corporate services to DGAM entities and are not involved in the day-to-day trading for or advising of clients. Each entity has its own full-time professional staff who carries out the day-to-day trading and advising, and who may also be officers, and represented on the boards of directors, of the entities involved. Each entity has its own conflicts of interest policies. Compliance with both internal and external regulations and policies and procedures are monitored at all levels of the organization, under the guidance of the Compliance Department. D. Material Conflicts of Interest Relating to Third-Party Managers As noted above, GP recommends third-party managers to provide clients with exposure to certain asset classes and related expertise. GP does not receive any compensation from third-party managers for such recommendations. Please refer to Items 4, 5, and 8 for more information about these arrangements. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND ITEM 11: PERSONAL TRADING General Statement about Code of Ethics A. GPI values client trust and place our fiduciary responsibilities to each client first and foremost in all aspects of our business. In accordance with Rule 204A-1 under the Advisers Act, GPI has adopted a code of ethics (the Code of Ethics). The Code of Ethics outlines our high standard of business conduct and reinforces each employee’s role in discharging our fiduciary duty to clients. The Code of Ethics sets forth standards of conduct expected of employees and addresses conflicts that arise from personal trading, gifts and entertainment, and outside business activities. GPI’s employees must initiate certain Code of Ethics reports to the compliance staff, including specified personal securities transactions, holdings, and pre-approval requests. GPI is committed to maintaining the confidentiality, integrity, and security of our current and prospective clients’ non- public personal information and adheres to high standards to safeguard such information. A copy of GPI’s Code of Ethics is available to any current or prospective client by contacting us at (416) 840-8001. 19  Conflicts of Interest Generally B. Where GPI exercises discretion under the client's authority in the purchase or sale of securities for the client's account, GPI could not exercise that discretion for securities in which GPI or a related person has a material financial interest unless GPI has obtained the client's prior specific and informed written consent. Investing in the Same Securities and/or at the Same Time as Clients C. GPI and/or a related person can purchase or sell securities that are recommended to clients either directly, or by third-party managers. The GPI Code of Ethics sets forth the basic policies of ethical conduct for all employees. In addition, the Code of Ethics governs personal trading by each employee deemed to be an Access Person 1 and requires that securities transactions effected by Access Persons of GPI are conducted in a manner that avoids any actual or potential conflict of interest between such persons and clients of GPI or its affiliates. Access Persons are required to obtain pre-approval from the compliance staff prior to personal account transactions in certain designated financial instruments. In no circumstance will an Access Person be permitted to knowingly trade ahead of a client where GPI is buying or selling the same security on behalf of clients. This policy applies to financial instruments in which the Access Person has any direct or indirect beneficial ownership. An Access Person is deemed to have beneficial ownership if the Access Person, directly or indirectly, has or shares a direct or indirect opportunity to profit or share in any profit derived from the financial instrument. GPI collects and maintains records of securities holdings and securities transactions effected by Access Persons and related persons as detailed above. These records are reviewed to identify and resolve potential conflicts of interest. Restricted List Securities D. From time-to-time, a financial instrument may be added to a ‘restricted list’ that is maintained by GPI, for example, where the Firm has inside information about a public company. In such circumstances, personal account transactions in the financial instrument are strictly prohibited. In addition, Access Persons must not disclose confidential or inside information to a third party where it can be reasonably ascertained that the third party will transact in financial instruments on the provision of this information. 1 An Access Person of an investment adviser registered with the SEC is any supervised person who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund; or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. 20  BROKERAGE PRACTICES ITEM 12: Factors Considered in Selecting or Recommending Broker-Dealers for Client A. GP Division Where third-party managers or sub-advisers retain discretionary authority to transact on behalf of our clients, GP does not select or recommend broker-dealers for client transactions. When GP retains discretion to make such a selection, GP’s policy on broker selection is to ensure that GP, on behalf of its clients, receives good value from brokerage firms. This is achieved by allocating trades to approved brokerage firms based on their efforts, for the benefit of our clients. GP maintains a list of approved brokerage firms. GP is not permitted to conduct a trade with or direct a trade to a brokerage firm unless the brokerage firm is on the list of approved brokers. When selecting brokers to conduct securities transactions on behalf of client portfolios, investment and trading teams consider many factors, in the context of the over-riding responsibility to seek best execution, including without limitation: • The execution ability of the broker with reference to the specific trade; • Trading expertise and prompt access to large blocks of securities; • Willingness of the broker to commit its own capital to facilitate trading; and • Expertise with access to relevant markets and security types. Research and Soft Dollar Benefits Soft dollars are the benefits provided to an asset manager by a broker-dealer due to the commissions generated from financial transactions executed by the broker-dealer for client accounts or funds managed by the asset manager. GP realizes that brokerage commissions are the property of our clients. As an adviser, we have an ongoing responsibility to ensure the quality of all transactions effected on behalf of clients, including seeking to obtain best execution and minimizing transaction costs (market impact plus commissions). GP does not use soft dollars but does permit sub-advisers to GP’s pooled funds and other clients over which it exercises discretionary authority to do so. GP monitors the use of commissions generated from trades by the sub-advisers in the accounts of its clients for compliance with applicable laws and appropriateness of any soft dollar practices as they relate to the clients. The sub-adviser may cause the account of a client to pay commissions to dealers that provide research, analysis, advice and other information services and may cause the client’s account to pay such dealers commissions for effecting transactions in excess of commissions other dealers may have charged, as permitted by applicable law. There is a potential conflict of interest because (i) the sub-adviser may direct transactions involving client commissions to a dealer in return for other goods or services and (ii) such goods or services may be used for the benefit of clients other than the client whose commission paid for the goods or services. GP manages that conflict by reviewing the sub-adviser’s policies and procedures on an annual basis and when there is any material change thereto to verify that they comply with all applicable 21  laws. A copy of the sub-adviser’s current policy is provided to GP annually at each sub-adviser’s performance review. Brokerage for Client Referrals Not applicable. Directed Brokerage GP’s policy is to not utilize directed brokerage unless the following conditions are satisfied: (a) directed brokerage is requested in writing by the client (a copy of the request must be provided to the compliance staff and must be maintained in the client's file); and (b) the client is provided with written disclosure regarding: GP’s inability to negotiate commissions, inability to necessarily obtain volume discounts or best execution, the possibility of disparity in commission charges; and the potential conflicts of interest arising from brokerage firm referrals. Order Aggregation and Allocation B. GP maintains standards that are directed toward ensuring fairness in the allocation of investment opportunities among client accounts, whether providing investment advisory or discretionary management services. The regulatory concern is that an adviser may unfairly favour some accounts over others. This concern is most acute when a security is unusually attractive at the time of purchase and/or difficult to obtain, or it is unattractive, or difficult to dispose of, at the time of sale. This is especially true for GP’s portfolios which focus on investments in instruments that are often thinly traded and/or are of limited availability. In circumstances where GP engages one or more third-party managers in respect of a client account, each applicable third-party manager’s allocation of orders policy will govern trade management, aggregation, and allocation. GP will review each manager’s allocation policy prior to entering into the applicable agreement and no less frequently than annually thereafter while such agreement is in force to ensure that the manager’s policy is satisfactory to GP. GP reviews each manager’s allocation of orders policy when there is any material change thereto to verify that such policy remains in compliance with all applicable laws. A copy of the manager’s current allocation of orders policy is provided to GP annually at each manager’s performance review. When GP directly initiates client trades, GP’s policy is to ensure fair treatment of all clients over which GP has discretionary authority in situations where two or more such clients participate simultaneously in a buy or a sell program involving the same security. GP owes a duty to each client and, therefore, the Firm has an obligation to treat each client fairly. Transactions for clients shall have priority over personal transactions so that the personal transactions of GP and/or its employees do not negatively impact clients’ interests. GP shall exercise diligence and thoroughness in making an investment action on behalf of each of its clients. GP must have a reasonable and adequate basis for such actions, supported by 22  appropriate research and investigation. GP will manage each client’s portfolio within the investment guidelines and restrictions set for that client. Orders follow a pro rata allocation protocol per client account based upon target weighting as determined by the portfolio managers at the time of order entry – the belief being that in most instances a pro rata allocation will ensure fairness. However, the policy recognizes that no rigid formula will always lead to a fair and reasonable result, and that a degree of flexibility to adjust to specific circumstances is necessary. Therefore, under certain circumstances, allocation on a basis other than strictly pro rata based on order size is permitted if it is believed that such allocation is fair and reasonable. The overriding principle to be followed in applying the following guidelines is to be fair and reasonable to all clients participating simultaneously in a buy or sell program of the same security, considering each client’s investment objectives, portfolio manager policies and avoiding the appearance of favouritism or discrimination among clients. It is part of GP’s policy to aggregate or bunch client orders when it is determined that it is in the best interests of clients. As a portfolio manager, GP and its employees shall conduct themselves with integrity and honesty and act in an ethical manner in all dealings with clients. GP shall not knowingly participate or assist in the violation of any statute or regulation governing securities and investment matters. Clients May Impose Reasonable Restrictions C. Clients should be aware that the need to carefully review an account guideline or relevant portfolio restriction (including an applicable law) could in some cases create a potential opportunity cost. GP can choose, as a prudential matter, to limit certain client accounts from trading in a specific instrument while it reviews and interprets relevant law or contractual limitations or, where necessary, obtains client consent. This delay could cause some client accounts to miss investment opportunities. In certain situations where GP is unable to confirm with confidence that a specific client account is permitted to invest in a specific opportunity, or where client discussion and consent is needed, but cannot practically be arranged in a timely manner, GP could be unable to proceed with the investment for that client account, even if other clients do participate. Accounts for Persons Associated with GP D. GP can, either directly through a separate account or indirectly through a pooled investment vehicle, manage proprietary accounts of GP or its related persons, including employees. GP will treat these accounts in the same manner as accounts of non-related persons and will not favor one type of account over the other. GP periodically reviews its treatment of proprietary accounts to ensure that it does not favor them over non-proprietary accounts. GCA Division GCA manages accounts primarily on a fully discretionary basis, consistent with each client's investment objectives and restrictions, with the authority to determine the securities to be bought 23  or sold and the amount of securities to be bought or sold. GCA has arrangements with National Bank Independent Network (NBIN). Most of GCA’s clients use this firm as their custodian and broker and trades are carried out at predetermined commission rates. These arrangements provide favourable execution and commission discounts for GCA's clients. In some cases, however, the client may wish to direct GCA to use another particular broker or to use particular types of brokers, other than NBIN. None of GCA's clients receive preferred treatment in respect of brokerage charges. In transactions governed by a fixed commission scale, GCA's clients will not be charged in excess of that fixed commission scale. In the case of transactions where commission scales are negotiable, GCA endeavours to secure the best possible terms for its clients, considering also the general quality and reliability of service provided by the broker. Securities may be crossed when it is beneficial to the Clients involved. The brokers’ commission costs are, generally, lower when crossing securities than what they might be by buying and selling directly into the market. GCA’s driving principle here is to ensure the crossing transaction is fair to all Clients. Generally, a cross will take place either at the closing market price, or at the mid-point between the bid and ask, (as provided by a broker) or at a price which is otherwise fair. If a fair and reflective price cannot be determined within the current market environment, the cross will be delayed until a fair market price can be determined. The Trader will document marketplace quotations provided by arms-length parties to ensure the trade is executed at a fair price. The documentation and rationale for the price selected will be promptly provided to the Compliance Department for review. For both sides of the trade, the same broker will be used. The commission paid on these trades will be the same on both sides. Neither GCA nor any affiliate will receive compensation for facilitating a cross trade. GCA will not complete cross trades involving ERISA accounts. Research and Soft Dollar Benefits Except in rare cases, GCA does not receive research or other products or services other than execution from a broker-dealer or third party as a result of client securities transactions. There are inherent conflicts that arise from some soft dollar transactions. These occur primarily where soft dollars are used to pay for services not directly related to research. GCA’s policy is to direct commissions for best execution and research only. Brokerage for Client Referrals Not applicable. Directed Brokerage GCA has arrangements with NBIN. Most of GCA’s clients use this firm as their custodian and broker and trades are carried out at predetermined commission rates. These arrangements provide 24  favourable execution and commission discounts for GCA's clients. In some cases, however, the client may wish to direct GCA to use another particular broker or to use particular types of brokers, other than NBIN. GCA’s policy is to not utilize directed brokerage, unless the following conditions are satisfied: (a) directed brokerage is requested in writing by the client (a copy of the request must be provided to the Compliance Officer and must be maintained in the client's file by the Portfolio Manager); and (b) the client is provided with written disclosure regarding: I. GCA's inability to negotiate commissions; II. GCA's inability to necessarily obtain volume discounts or best execution; III. the possibility of disparity in commission charges; and IV. the potential conflicts of interest arising from brokerage firm referrals. B. Order Aggregation and Allocation GCA may buy and sell securities in blocks for all clients’ portfolios, if all clients transacting on the same side of a trade have their orders submitted at the same time. Otherwise, transactions are done sequentially in order of receipt. In the process of building a “full” position, or reducing or eliminating a position, it is GCA’s practice to “prorate” block transactions over all participating portfolios rounded to the nearest board lot and an average price is used. This ensures a high degree of commonality in the weight and exposure to a specific security within each client’s portfolio with similar investment objectives and facilitates our objective of treating all clients fairly. REVIEW OF ACCOUNTS ITEM 13: Periodic Client Account Reviews A. Client portfolio holdings, sub-advisers, and third-party managers are reviewed on a continuous basis by the investment team. Client portfolios are reviewed and compared to the Investment Policy Statement on a periodic basis. Other than Periodic Client Account Reviews B. Certain factors could trigger additional review of a client’s account. The frequency, interval, and scope of these reviews depend upon many factors, including but not limited to: • Changes in sub-adviser or third-party manager line up; • Changes in market conditions; • Re-balancing of assets to maintain proper asset allocation; • Contributions or withdrawals of cash from an account; 25  • Change in the investment restrictions, investment objectives, or Investment Policy Statement; • Client requests such as tax-loss harvesting; and/or • Questions regarding performance or structure. Clients should contact GPI if any changes occur in their investment objectives which could affect the services the Firm provides. Client Reporting C. Standard Client Reporting As required under securities law, GPI provides periodic statements to clients setting out the value and composition of the account on a periodic basis, which shall be quarterly unless otherwise agreed with the client. We also provide such other reports and information as required under applicable securities law. Valuation levels for the assets of the account in the periodic statements provided by GPI shall reflect the Firm’s good faith effort to ascertain fair market levels (including accrued income, if any) for the assets reasonably believed by GPI to be held for the account based on pricing and valuation information believed by the Firm to be reliable. Clients should understand that variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values. Performance Reporting Services As disclosed above, GP offers additional reporting beyond the account statements provided under Investment Advisory Services or pooled fund investments (“Performance Reporting Services”). See Item 5 above for more information about these services. CLIENT REFERRALS AND OTHER COMPENSATION ITEM 14: Economic Benefits for Providing Services to Clients A. GPI does not receive an economic benefit from any party who is not a client, for providing investment advice or other advisory services to our clients. Compensation to Third Parties for Client Referrals B. GCA may engage one or more promoters to introduce new prospective U.S. clients to the firm consistent with the Investment Advisers Act, its corresponding rules, and applicable state regulatory requirements. If the prospect subsequently engages GCA, the promoter will generally be compensated by GCA for the introduction. These promoters are paid a fee for the referral and ongoing client relationship management, in accordance with written agreements and disclosures with the clients and the promoters. Because the promoter has an economic incentive to introduce the prospect to us, a conflict of interest is presented. GCA takes several steps to reduce this conflict. First, the promoter’s introduction shall not result in the prospect’s payment of a higher investment advisory fee to GCA (i.e., if the prospect was to engage GCA independent of the promoter’s introduction). Secondly, at the time of promotion, the prospective client receives disclosure 26  reflecting the terms of the promoter’s arrangement with GCA. Finally, GCA is responsible to fully assess each prospective client to ensure their suitability for the products and services offered by us. CUSTODY ITEM 15: General Statement about Custody A. Custody occurs when an adviser or related person directly or indirectly holds client funds or securities or may gain possession of them. GPI does not have direct custody over client funds or securities. Our clients work with various broker-dealers, banks and other qualified custodians who provide periodic statements of all securities and funds held. Clients should receive at least quarterly statements from the qualified custodian that holds and maintains investment assets. We urge clients to carefully review statements, which represent official custodial records, and compare them to the account statements or reports that we could provide. Direct Fee Debit B. We have adopted policies and procedures to safeguard client assets, including assets maintained in client accounts where GPI personnel have the authority to deduct advisory fees. If GPI is granted the authority to directly deduct fees from a U.S. client’s account, we will perform a specific due inquiry to ascertain that the qualified custodian sends an account statement, at least quarterly, to each client for which the qualified custodian maintains funds or securities. GPI Reports and Custodian Statements May Differ C. GPI statements and reports could vary from custodial statements based on differences between accounting procedures, reporting dates, or valuation methods for certain securities. If you have any questions on the information provided by the custodian or GPI, please contact us. INVESTMENT DISCRETION ITEM 16: GP Division Under GP’s Discretionary Management Services, GP retains the discretion to hire and terminate sub-advisers and re-allocate across sub-advisers and/or pooled funds. However, when client accounts are managed by third-party managers or sub-advisers, GP does not retain discretion over decisions specific to the selection and amount of securities to be bought or sold in client accounts, the timing of transactions, or the broker-dealer to be used for the purchase or sale of securities. Third-party managers and sub-advisers retain such discretion. If GP manages underlying portfolio securities directly, GP retains discretion over the selection and amount of securities to be bought or sold in client accounts, the timing of transactions, and the broker-dealer to be used for the purchase or sale of securities without obtaining prior consent or approval from the client. However, these purchases or sales and the selection of the broker-dealer may be subject to specified investment objectives, guidelines, or limitations previously set forth by the client and agreed to by GP. Discretionary authority will only be authorized upon full disclosure to the client. The granting of such authority will be evidenced by the client’s execution 27  of the LOE and Agreement containing all applicable limitations to such authority. All discretionary trades made by GP will be in accordance with each client’s investment objectives and goals. GCA Division GCA generally has discretion over the selection and amount of securities to be bought or sold in client accounts and the broker-dealer to be used for the purchase or sale of securities without obtaining prior consent or approval from the client. However, these purchases or sales and the selection of the broker-dealer may be subject to specified investment objectives, guidelines, or limitations previously set forth by the client and agreed to by GCA. Discretionary authority will only be authorized upon full disclosure to the client. The granting of such authority will be evidenced by the client’s execution of an Investment Management Contract containing all applicable limitations to such authority. All discretionary trades made by GCA will be in accordance with each client’s investment objectives and goals. VOTING CLIENT SECURITIES ITEM 17: Voting Policies and Procedures A. When client assets are managed by sub-advisers or third-party managers, such sub-advisers or third-party managers retain proxy voting authority. GP evaluates sub-advisers’ and third-party managers’ proxy voting policies as part of our initial and ongoing manager due diligence process. Any special client requests or arrangements relative to proxy voting will be detailed in the client’s LOE or IMC, as appropriate. When GPI has been directly delegated proxy voting authority on behalf of a client, proxy voting is a key part of our engagement process as it provides an important way for us to convey our views to boards and management. Voting responsibly is part of our fiduciary duty, and we make our voting decisions independently, in accordance with our custom Proxy Voting Guidelines. Our voting guidelines provide an overview of the corporate governance principles we support. Proxy Voting Guidelines are updated on an annual basis to ensure we remain at the forefront of corporate governance and responsible investment. GPI subscribes to a proxy consulting service and a voting service. The consulting service provides professional analyses and recommendations for all proxies issued by the companies held within certain portfolios. The voting service votes proxies as specifically directed by GPI. We monitor the services provided by the proxy consulting service to evaluate whether it has the capacity and competency to adequately analyze proxy issues and make recommendations in an impartial manner, and in the best interests of our clients. From time to time, GPI reviews its proxy voting policies, and the services provided by the proxy consulting service to determine whether the continued use of the service and the recommendations are in the best interests of clients. Where a conflict, or potential conflict exists between the interest of a client and the interest of GPI or its affiliates or related persons, proxies are voted in accordance with investment considerations and investment merits, without regard to any other business relationship that could exist between GPI and the portfolio company. 28  There will be occasions where the applicable investment team determines that the best interest of the client could require a vote divergent from the recommendation of the proxy consulting service. On such occasions, the applicable investment team will document the reasons for the voting decision. GPI maintains the following records relating to proxy voting analysis and decisions: • Proxy statements received for client securities; • Records of votes cast on behalf of clients; • Records of client requests for proxy voting information and the response provided by GPI; • Documents that record the basis for decisions on voting matters, and any supporting materials; and • Records related to GPI’s due diligence and oversight of the proxy consulting service. There could be situations in which GPI decides in the best interests of its clients to deviate from its proxy policies and procedures. If this occurs, the compliance staff will document in writing the reason for the deviation. Clients can obtain a copy of GPI’s voting policies and procedures as well as information on how proxies were voted for their account(s) by contacting us at (416) 840-8001. B. When GPI Could Decline to Vote Proxies GPI could decline to vote in special situations, including cases where an issue is not relevant to the proxy policy’s voting objective or where GPI believes it is not possible to ascertain what effect a vote could have on the value of an investment (e.g., social issues) or where costs are prohibitive. If this occurs, the compliance staff will document in writing the reason for the decision not to vote. C. When Clients Retain Voting Discretion Clients that choose to vote their own securities will receive proxy solicitations from their custodian and/or transfer agent. Clients may contact us with any questions about or seek GPI’s insight relative to a specific proxy solicitation. Class Action Suits and Other Legal Proceedings D. Unless otherwise arranged pursuant to an agreement with a client, GPI is not obligated to, and typically does not, file claims or make decisions on a client’s behalf in legal proceedings (including bankruptcies and class actions) relating to securities held or formerly held in a client’s account. If GPI receives a class action notification or proof-of-claim form, it will forward such materials to the client if we have been instructed to do so by the client. If a client instructs GPI to forward such materials to the client’s custodian, the client should (i) ensure that the custodian is capable of filing, and has the proper authorization to file, proofs of claim on the client’s behalf, and (ii) determine whether and how to file a request for exclusion from a specific class action settlement. 29  FINANCIAL INFORMATION ITEM 18: Prepayment of Fees A. GPI is not permitted to, and does not, collect fees in advance. All client fees are charged in arrears. Financial Condition B. GPI has no financial obligation that impairs its capacity to meet contractual and fiduciary commitments to clients. Bankruptcy History C. GPI has not been the subject of a bankruptcy proceeding. REQUIREMENTS FOR STATE REGISTERED ADVISERS ITEM 19: Not applicable. 30