Guardian Capital LP Guardian Capital Funds

conflicts of interest to which we are subject when managing the Funds. We are required under NI 81-107 to identify conflicts of interest inherent in our management of the Funds and to request input from the IRC on how we manage those conflicts of interest, as well as on our written policies and procedures outlining our management of those conflicts of interest. We must refer our proposed course of action in respect of any such conflict of interest matter to the IRC for its review. Certain matters require the IRC's prior approval. In most cases, however, the IRC will provide a recommendation to us as to whether or not, in the opinion of the IRC, our proposed action will provide a fair and reasonable result for the Funds.

For recurring conflict of interest matters, the IRC can provide us with standing instructions. The IRC will report annually to the Unitholders on its activities, as required by NI 81-107. The reports of the IRC will be available free of charge from us on request by contacting us at [email address protected by javascript] and will be posted on our website at www.guardiancapitallp.com. The annual report of the IRC will be available on or about March 31 in each year. Each member of the IRC will receive an annual retainer and a fee for each meeting of the IRC attended by the member, and will be reimbursed for reasonable expenses incurred.