December 5, 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
INVESCO CANADA LTD.
(the Filer) AND
INVESCO MORNINGSTAR GLOBAL NEXT GEN AI INDEX ETF AND INVESCO US TREASURY FLOATING RATE NOTE INDEX ETF (USD)
(collectively, the ETFs) DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the ETFs for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the long form prospectus of the ETFs dated January 8, 2024 (the Current Prospectus) be extended to those time limits that would apply if the lapse date of the Current Prospectus was January 24, 2025 (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 – Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 – Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation amalgamated under the laws of Ontario, with its head office located in Toronto, Ontario.
The Filer is registered (i) as an investment fund manager, portfolio manager, mutual fund dealer, exempt market dealer and commodity trading manager in Ontario, (ii) as an investment fund manager, portfolio manager, mutual fund dealer and exempt market dealer in Quebec, (iii) as a portfolio manager, exempt market dealer and mutual fund dealer in Alberta, British Columbia, Nova Scotia and Prince Edward Island, (iv) as a portfolio manager, exempt market dealer and investment fund manager in Newfoundland and Labrador, and (v) as a portfolio manager and exempt market dealer in the remaining Jurisdictions.
The Filer is the investment fund manager, portfolio manager and trustee of the ETFs.
Neither the Filer nor any of the ETFs are in default of securities legislation in any of the Jurisdictions.
Each ETF is an exchange-traded mutual fund established as a trust under the laws of Ontario and a reporting issuer in each of the Jurisdictions.
Securities of each ETF are currently qualified for distribution in each of the Jurisdictions under the Current Prospectus.
Each ETF is in continuous distribution and the securities of each ETF are listed on the Toronto Stock Exchange.
Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date for the Current Prospectus is January 8, 2025 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the ETFs would have to cease on the Current Lapse Date unless: (i) the ETFs file a pro forma prospectus at least 30 days prior to the Current Lapse Date; (ii) a final prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days after the Current Lapse Date.
The Filer is also the investment fund manager of 36 other exchange-traded mutual funds (the “Other ETFs”, and together with the ETFs, the “Invesco ETFs”) offered under a separate long form prospectus dated January 24, 2024, as amended, that has a lapse date of January 24, 2025 (the “Invesco ETFs Main Prospectus”).
The Filer wishes to combine the Current Prospectus with the Invesco ETFs Main Prospectus in order to reduce the renewal, printing and related costs of the Invesco ETFs and move the renewal timeframe of the ETFs to a more administratively beneficial date. The ETFs share many common operational and administrative features with the Other ETFs and combining the Current Prospectus with the Invesco ETFs Main Prospectus will enable the Filer to streamline operations and disclosure across its ETF platform, and will allow investors to compare the features of the Invesco ETFs more easily.
The Filer may make minor changes to the features of the Other ETFs as part of the process of renewing the Invesco ETFs Main Prospectus. Offering the ETFs under the same renewal prospectus as the Other ETFs will ensure that the Filer can make the operational and administrative features of the Invesco ETFs consistent with each other, if necessary.
If the Requested Relief is not granted, it will be necessary to renew two sets of prospectus documents for the Invesco ETFs twice within a short period of time in order to consolidate the Current Prospectus with the Invesco ETFs Main Prospectus and establish a uniform filing timeline for the Invesco ETFs, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Requested Relief.
There have been no material changes in the affairs of the ETFs since the date of the Current Prospectus. Accordingly, the Current Prospectus and ETF Facts continue to provide accurate information regarding the ETFs.
Given the disclosure obligations of the Filer and the ETFs, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectus and current ETF Facts will be amended as required under the Legislation.
New investors of the ETFs will receive delivery of the most recently filed ETF Facts. The Current Prospectus will remain available to investors upon request.
The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus or the respective ETF Facts and will therefore not be prejudicial to the public interest.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted.
“Darren McKall”
Darren McKall, Manager
Investment Management Division
Ontario Securities Commission
SEDAR Project#: 6211170
Application # 2024/0685