Guardian Capital LP and Galibier Capital Management Ltd.

Decision

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for the individual to be registered with both firms. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition on a time-limited basis.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.

December 12, 2024

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

AND

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

AND

IN THE MATTER OF
GUARDIAN CAPITAL LP
(GCLP)

AND

GALIBIER CAPITAL MANAGEMENT LTD.
(Galibier, and together with GCLP, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation), pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), for an exemption from the restrictions in paragraph 4.1(1)(b) of NI 31-103 to permit a maximum of five (5) advising representatives or associate advising representatives of GCLP, including Samuel Baldwin, Donald Macklin, Sera Kim (collectively, the Representatives) to be registered as advising representatives or associate advising representatives, as the case may be, of Galibier (the Exemption Sought).

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

(a) the Ontario Securities Commission (OSC) is the principal regulator of the Filers for this application, and

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Québec, Newfoundland and Labrador, Nova Scotia and Saskatchewan (collectively 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.

Representations

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

1. GCLP is a wholly-owned subsidiary of Guardian Capital Group Limited (GCG), a corporation incorporated under the laws of Ontario. Through its principal operating subsidiaries, GCG offers a broad range of investment products and services. The head office of GCLP is located in Toronto, Ontario.

2. GCLP is a limited partnership established under the laws of Ontario and is registered as a Portfolio Manager and Exempt Market Dealer in all provinces, a Commodity Trading Manager and Commodity Trading Counsel in Ontario and Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador.

3. GCLP acts as Investment Fund Manager of and Portfolio Manager to, various investment funds, including retail mutual funds and exchange-traded funds that are subject to the requirements of National Instrument 81-102 Investment Funds and privately offered pooled funds.

4. Galibier is a corporation amalgamated under the federal laws of Canada and is registered as a Portfolio Manager in the provinces of Alberta, British Columbia, Ontario, Québec, Newfoundland and Labrador, Nova Scotia and Saskatchewan, as an Investment Fund Manager in the provinces of Ontario, Québec and Newfoundland and Labrador, and as an Exempt Market Dealer in the province of Ontario. The head office of Galibier is located in Toronto, Ontario.

5. Galibier acts as Investment Fund Manager of and Portfolio Manager to the following privately offered pooled funds: (i) Galibier Canadian Equity Pool; (ii) Galibier Global Equity Pool; and (iii) Galibier Opportunities Fund (collectively, the Pools).

6. GCLP and Galibier are affiliates following the closing of an acquisition (theAcquisition), pursuant to which the shareholders of Galibier sold all of the issued and outstanding shares of Galibier to 16123929 Canada Inc. 16123929 Canada Inc. (now named Galibier Capital Management Ltd., following an immediate amalgamation with Galibier after closing of the Acquisition) is a wholly-owned subsidiary of GCLP. Accordingly, GCLP has direct ownership of 100% of the voting securities of Galibier.

7. The Filers intend that the Representatives will assist the current Galibier advising representatives with Galibier client mandates (i.e., advisory support role). The Filers wish to allow Galibier to leverage the knowledge, expertise and experience of the Representatives in advising Galibier clients, including the Pools. The current Galibier advising representatives will remain responsible for client relationships and continue to act as client contacts. The current Galibier client relationships will not change. Further, there are no contemplated changes to the investment strategies of the current client mandates of Galibier in connection with the Acquisition.

8. The dual registration of the Representatives will help to optimize the Filers' resources and will increase their operational efficiency.

9. The Representatives will be subject to supervision by, and the applicable compliance requirements of, both Filers.

10. The Filers' Chief Compliance Officer and Ultimate Designated Person will ensure that each Representative has sufficient time and resources to adequately serve each Filer and its clients.

11. The Filers are not in default of any requirement of securities, commodity futures or derivatives legislation in any of the Jurisdictions.

12. In the absence of the Exemption Sought, the Filers would be prohibited by the Dual-Registration Restriction from permitting a Representative to be registered as an advising representative or associate advising representative, as the case may be, of both Filers, even though the Filers are affiliates and have controls and compliance procedures in place to deal with the Representatives' activities.

13. GCLP and Galibier are affiliated and accordingly, the dual registration of the Representatives will not give rise to the conflicts of interest present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned as both Filers wish to leverage the Representatives' knowledge, expertise and experience for the benefit of Galibier clients. Therefore, the potential for conflicts of interest is minimal.

14. The Filers each have adequate policies and procedures in place to address any potential conflicts of interest that may arise as a result of the dual registration of the Representatives and will be able to deal appropriately with any such conflicts.

15. It is not expected that the dual registration of the Representatives will lead to any client confusion since the principal client bases of each of the Filers are investment funds, institutional investors and other sophisticated investors.

16. All accounts managed by GCLP advising representatives adhere to a security allocation policy to ensure that investment opportunities suitable for funds and clients are allocated between them fairly. Galibier currently has similar policies and will also be subject to GCLP's security allocation policy as applicable. The Filers also have policies and procedures to address any potential conflicts of interest including trade allocation where there is overlap in portfolio holdings between accounts managed by these affiliated entities.

17. As the Representatives will be engaging in functionally similar types of activities at each Filer, the Filers are confident that the Representatives will continue to have sufficient time to adequately serve both firms, their clients and funds.

18. The Representatives will act fairly, honestly and in good faith and in the best interests of the clients of each Filer.

19. The relationship between GCLP and Galibier, and the fact that a Representative is dually registered with both GCLP and Galibier, will be fully disclosed, in writing or verbally, to clients and funds of Galibier that deal with the Representative.

Decision

The Decision Maker in respect of the Exemption Sought is satisfied that the decision meets the test set out in the Legislation.

The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:

i. at any point in time, no more than five (5) Representatives, including Samuel Baldwin, Donald Macklin, Sera Kim, are dually registered with both Filers;

ii. the Representatives are subject to supervision by both Filers and applicable compliance requirements of both Filers;

iii. the Chief Compliance Officer and Ultimate Designated Person of each Filer ensure that the Representatives have sufficient time and resources to adequately serve each Filer and its respective clients;

iv. each Filer has adequate policies and procedures in place to address any potential conflicts of interest that may arise from the dual registration of the Representatives, and deal appropriately with any such conflicts; and

v. the relationship between the Filers and the fact that a Representative is dually registered with both of the Filers is fully disclosed in writing to Galibier's clients that deal with the Representative.

vi. The decision will expire seven (7) years from the date of the decision.

"Elizabeth Topp"
Manager, Investment Management Division
Ontario Securities Commission
OSC File #: 2024/0485