June 1, 2026

(the Jurisdiction)

AND

(CII)

AND

(the Representative Dealer, and together with CII, the Filers)

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation), pursuant to section 6.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), for an exemption from the requirement in section 3.2.01 of NI 81-101, for a dealer that trades in securities of the Funds (as defined below) to deliver or send the most recently filed fund facts document (Fund Facts) in the manner required under the Legislation (the Pre-sale Fund Facts Delivery Requirement) in respect of the purchases of Private Investor Series (as defined below) securities of the Funds that are made pursuant to Lower Fee Switches (as defined below) (the Exemption Sought).

Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator (the Principal Regulator) for the 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 all provinces and territories of Canada other than Ontario (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 81-102 Investment Funds (NI 81-102), 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:

CII

CII is a corporation subsisting under the laws of the Province of Ontario with its head office located in Toronto, Ontario.
CII is registered as follows:

(a) in each of the Jurisdictions as a portfolio manager and an exempt market dealer;

(b) in Ontario, Québec and Newfoundland and Labrador as an investment fund manager; and

CII is the investment fund manager of the existing mutual funds listed in Schedule "A" (the Acquired Funds), each of which is subject to the requirements of NI 81-102. CII, or an affiliate of CII, may in the future become the manager of additional funds that are subject to the requirements of NI 81-102 (together with the Acquired Funds, the Funds, and individually, a Fund).
CII, operating under the business name CI Global Asset Management, became the investment fund manager, portfolio manager and trustee, as applicable, of the Acquired Funds when the rights to manage the Acquired Funds were transferred to CII by Invesco Canada Ltd. effective June 1, 2026.
CII is not in default of securities legislation in any of the Jurisdictions.

The Representative Dealer

Securities of the Funds are, or will be, distributed through dealers that may or may not be affiliated with CII or an affiliate of CII, including the Representative Dealer. Each of these dealers is, or will be, registered as a dealer in one or more of the Jurisdictions and, other than dealers that are registered as exempt market dealers, the dealers are, or will be, members of the Canadian Investment Regulatory Organization (CIRO).
The Representative Dealer is registered in each of the Jurisdictions as an exempt market dealer, a mutual fund dealer and an investment dealer. The Representative Dealer is a member of CIRO and has its head office in Toronto, Ontario.
The Representative Dealer is not in default of securities legislation in any of the Jurisdictions.

The Funds

Each Fund is, or will be, an open-end mutual fund trust created under the laws of the Province of Ontario or an open-end mutual fund that is a class of shares of a mutual fund corporation.
Each Fund is, or will be, a reporting issuer under the securities laws of some or all of the Jurisdictions. The securities of the Funds (the Securities) are, or will be, qualified for distribution in some or all of the Jurisdictions.
The Securities are currently offered under simplified prospectus and Fund Facts dated July 30, 2025, as amended on August 20, 2025, January 23, 2026, and April 8, 2026.
The Acquired Funds currently offer up to 32 series of Securities, including Series A, P, T4, PT4, T6, PT6, T8, PT8, H and PH. CII, or an affiliate of CII, may offer additional series in the future.
Series P, PT4, PT6, PT8, PH and any future applicable private investor series Securities (the Private Investor Series) of the Funds have, or will have, lower combined management and advisory fees than Series A, T4, T6, T8, H and any future applicable retail investor series Securities (the Retail Investor Series) and are, or will be, only available to investors who have invested at least $100,000 in one series of a Fund or $100,000 across a group of eligible investments.
The Acquired Funds are not in default of securities legislation in any of the Jurisdictions.

Lower Fee Switches

Invesco Canada Ltd. implemented a program effective November 17, 2017, in reliance on a decision of the Principal Regulator dated November 3, 2017, whereby investors holding Retail Investor Series of a Fund will automatically be switched into the corresponding Private Investor Series of the same Fund, if the investor meets certain eligibility criteria, if the corresponding Private Investor Series is offered by that Fund and if the dealer through which the investor purchased the Securities (the Dealer) has not opted out of the program, subject to certain exceptions outlined in paragraph 19 below. In the absence of the Exemption Sought, the Filers cannot continue to carry out the program without compliance with the Pre-sale Fund Facts Delivery Requirement.
To qualify for automatic switching into Private Investor Series, investors must (a) hold an account with $100,000 or more invested in the Securities of a Fund or Funds, or (b) hold multiple accounts, which together have $100,000 or more invested in Securities of a Fund or Funds, if the accounts are held with the same Dealer, or (c) hold an account or accounts that is or are part of a "financial/household group", if accounts in the financial/household group together have $100,000 or more invested in Securities of a Fund or Funds (altogether, the Eligibility Criteria).
Once an investor has met the Eligibility Criteria, and unless the Dealer has opted out of the Lower Fee Switches (please refer to paragraph 30 below), CII, or an affiliate of CII, will automatically switch the investor's Retail Investor Series into the corresponding Private Investor Series (if offered by the Fund), as long as the investor continues to meet the Eligibility Criteria, without the Dealer or investor having to initiate the trade (the Lower Fee Switches). The Lower Fee Switches will be carried out on the first day that the Toronto Stock Exchange is open for trading (a Canadian Business Day) of the month following when the investor first met the Eligibility Criteria, or on the first Canadian Business Day of the month following the investor's additional purchase of Retail Investor Series after meeting the Eligibility Criteria.
The Private Investor Series P, PT4, PT6, PT8 and PH correspond with the Retail Investor Series A, T4, T6, T8 and H, respectively.
Series H will not be automatically switched pursuant to a Lower Fee Switch unless CII, or an affiliate of CII, has been informed by the Dealer that these Securities are held inside certain types of savings plans registered with the Canada Revenue Agency. For the purposes of this exclusion, the savings plans include Registered Retirement Savings Plans, Registered Retirement Income Funds, Life Income Funds, Locked-in Retirement Accounts, Locked-in Retirement Income Funds, Prescribed Retirement Income Funds, Locked-in Retirement Savings Plans, Registered Disability Savings Plans, Registered Education Savings Plans, Tax-Free Savings Accounts, First Home Savings Accounts, Restricted Locked-in Savings Plans, Restricted Life Income Funds and deferred profit-sharing plans (each, a Registered Plan, and together, Registered Plans). Due to the way the Funds are structured, any switches in and out of Series H, including switches to or from another series of the same Fund, would result in a taxable disposition for the investor unless the Securities are held within a Registered Plan. Therefore, to help investors avoid potentially unintended taxable dispositions, CII, or an affiliate of CII, will not switch their Series H pursuant to a Lower Fee Switch unless these Securities are held within a Registered Plan.
An investor will typically become eligible for investment in the Private Investor Series by purchasing additional Securities or due to an increase in the value of their investments above the Eligibility Criteria.
Once an account has qualified for the Private Investor Series, the account will continue to enjoy the benefit of lower fees associated with the applicable Private Investor Series, even if fund performance reduces the account value below the Eligibility Criteria, unless the investor completes a redemption of their Securities or de-links their accounts, which reduces the higher of either the market value or the original subscription value of the remaining investments (the higher of the two being the Eligible Account Value) below the Eligibility Criteria.
Following a Lower Fee Switch, an investor's account will continue to hold Securities in the same Fund(s) as before the Lower Fee Switch, with the only difference to the investor being that the combined management and advisory fees charged for the Private Investor Series would be lower than those charged for Retail Investor Series.
CII, or an affiliate of CII, will monitor whether an investor meets, or continues to meet, the Eligibility Criteria at the end of each Canadian Business Day. The Lower Fee Switches, however, will be carried out on the first Canadian Business Day of each following month in accordance with the timelines set out in paragraph 17 above. By monitoring for eligibility for Lower Fee Switches on a daily basis, there is a greater likelihood that investors who meet the Eligibility Criteria during the month due to market appreciation will receive the benefit of a Lower Fee Switch than if monitoring was done only at month end in the event that the market appreciation is nullified prior to month end. For example, if an investor first meets the Eligibility Criteria during the first week of a month, the investor's Retail Investor Series will be switched into the corresponding Private Investor Series at the beginning of the following month, and any decreases in Eligible Account Value due to market depreciation alone will not make the investor ineligible for a Lower Fee Switch.
There are no sales charges, switch fees or other fees payable by the investor upon a Lower Fee Switch.
Each Lower Fee Switch will entail a conversion of the Retail Investor Series into the corresponding Private Investor Series of the same Fund and will be a "distribution" under the Legislation, which triggers the Pre-sale Fund Facts Delivery Requirement.
Pursuant to the Pre-sale Fund Facts Delivery Requirement, a Dealer is required to deliver the Fund Facts of a series of a Fund to an investor before the Dealer accepts an instruction from the investor for the purchase of Securities of that series of the Fund.
If the Exemption Sought is granted, the Fund Facts will not be delivered to investors in connection with a Lower Fee Switch.
While the Filers, or an affiliate of CII, will initiate each trade as part of a Lower Fee Switch, the Filers do not propose to deliver the Fund Facts to investors in connection with each Lower Fee Switch for the following reasons:

(a) at no time will an account that qualifies for Private Investor Series pay combined management and advisory fees at a rate higher than the rate of the combined management and advisory fees of the Retail Investor Series for which it initially subscribed; and

(b) since Retail Investor Series investors would have received a simplified prospectus or Fund Facts disclosing the higher level of fees which applied to the Retail Investor Series for which they initially subscribed, the investor would derive little benefit from receiving a further Fund Facts document for each Lower Fee Switch.

The Filers, or an affiliate of CII, will deliver or arrange for the delivery of trade confirmations to investors in connection with each Lower Fee Switch. Details of the change in the series of Securities held will be reflected in the account statements sent to investors for the quarter in which the change occurred.
To accommodate Dealers that may wish to opt out of the Lower Fee Switches, CII, or an affiliate of CII, will allow them to opt out of the Lower Fee Switches by signing an opt-out agreement.
CII, or an affiliate of CII, will disclose (a) the eligibility requirements and the management and advisory fees applicable to the Retail Investor Series and the Private Investor Series in the simplified prospectus of the Funds, and (b) a summary of the eligibility requirements, the management and advisory fees or the management expense ratios, as applicable, and the fee discounts applicable to the Private Investor Series in the Retail Investor Series Fund Facts of the Funds.
CII, or an affiliate of CII, will communicate extensively with Dealers about the Lower Fee Switches so that Dealers are well-prepared to appropriately notify existing Retail Investor Series investors of changes applicable to their Retail Investor Series investments and appropriately advise new Retail Investor Series investors about the Lower Fee Switches.

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 Exemption Sought is granted provided that:

There are no sales charges, switch fees, or other fees payable by the investor upon a Lower Fee Switch.
CII, or an affiliate of CII, incorporates disclosure in the simplified prospectus for each Fund participating in the program that describes the Lower Fee Switches, including:

(a) the Eligibility Criteria for both the Retail Investor Series and the Private Investor Series;

(b) the management and advisory fees applicable to investments in both the Retail Investor Series and the Private Investor Series; and

(c) that in the event an investor ceases to meet the Eligibility Criteria, their investment may be switched into the corresponding Retail Investor Series with a higher management and advisory fee, which will not exceed the applicable Retail Investor Series fees.

CII, or an affiliate of CII, incorporates disclosure in the Fund Facts for the Retail Investor Series that describes the Lower Fee Switches, including:

(a) a summary of the Eligibility Criteria and the discount in the combined management and advisory fee applicable to the corresponding Private Investor Series;

(b) that after a Lower Fee Switch, in the event an investor ceases to meet the Eligibility Criteria, the investor's investment in the Private Investor Series may be switched into the corresponding Retail Investor Series of the same Fund, with a higher management and advisory fee, which will not exceed the applicable Retail Investor Series fees; and

CII, or an affiliate of CII, will send investors of the Retail Investor Series an annual reminder notice advising that they will not receive the Fund Facts for the Private Investor Series in connection with a Lower Fee Switch, but that:

(a) investors may request the Fund Facts for the relevant series by calling a specified toll-free number or by sending a request via email to a specified address;

(b) the Fund Facts will be sent or delivered to investors at no cost;

(d) while investors will not have a right to withdraw from an agreement of purchase and sale in respect of the Securities they receive in connection with a Lower Fee Switch, they will have a right of action for damages or rescission in the event that any Fund Facts or document incorporated by reference into a simplified prospectus for the relevant series contains a misrepresentation, whether or not they request the Fund Facts.

CII, or an affiliate of CII, provides to the Principal Regulator, on an annual basis, beginning 60 days after the date the Exemption Sought is first relied upon by a Dealer, either:

(a) a current list of all such Dealers that are relying on the Exemption Sought; or

(b) an update to the list of all such Dealers or confirmation that there has been no change to such list.

Prior to a Dealer relying on the Exemption Sought, CII, or an affiliate of CII, provides to the Dealer a disclosure statement informing the Dealer of the implications of the Exemption Sought.

"Darren McKall"

Darren McKall, Associate Vice President Investment Management Division Ontario Securities Commission

Application No. 2026-197

SEDAR+ No. 6428785

Schedule "A"

Acquired Funds

Canadian Dollar Cash Management Fund

Invesco 1-5 Year Laddered Corporate Bond Index ETF Fund

Invesco American Franchise Fund

Invesco Balanced ETF Portfolio

Invesco Balanced Growth Portfolio

Invesco Balanced Income Portfolio

Invesco Canada Money Market Fund

Invesco Canadian Core Plus Bond Fund

Invesco Canadian Fund

Invesco Canadian Premier Balanced Fund

Invesco Conservative ETF Portfolio

Invesco Developing Markets Fund

Invesco Diversified Income Portfolio

Invesco EQV Canadian Premier Equity Fund

Invesco EQV International Equity Fund

Invesco ESG Canadian Core Plus Bond ETF Fund

Invesco European Equity Fund

Invesco Floating Rate Income Fund

Invesco Global Balanced ESG ETF Fund

Invesco Global Balanced Fund

Invesco Global Bond Fund

Invesco Global Companies Fund

Invesco Global Diversified Income Fund

Invesco Global Dividend ESG ETF Fund

Invesco Global Equity Income Advantage Fund

Invesco Global Select Equity Fund

Invesco Growth ETF Portfolio

Invesco Growth Portfolio

Invesco Income Growth Fund

Invesco International Growth Fund

Invesco Maximum Growth Portfolio

Invesco Monthly Income ETF Portfolio

Invesco NASDAQ 100 Index ETF Fund

Invesco Pure Canadian Equity Fund

Invesco RAFI Global+ ETF Fund

Invesco RAFI U.S. ETF Fund

Invesco S&P 500 ESG Index ETF Fund

Invesco Select Balanced Fund

Invesco Select Canadian Equity Fund

Invesco Strategic Yield Fund

Invesco Unconstrained Bond Fund

Invesco American Franchise Class

Invesco Balanced Growth Portfolio Class

Invesco Balanced Income Portfolio Class

Invesco Canadian Class

Invesco Canadian Dividend Index ETF Class

Invesco Canadian Plus Dividend Class

Invesco Canadian Premier Balanced Class

Invesco Developing Markets Class

Invesco Diversified Income Portfolio Class

Invesco Diversified Yield Class

Invesco EQV Canadian Premier Equity Class

Invesco EQV International Equity Class

Invesco European Equity Class

Invesco Global Balanced Class

Invesco Global Dividend Class

Invesco Global Opportunities Class

Invesco Global Select Equity Class

Invesco Growth Portfolio Class

Invesco International Growth Class

Invesco Main Street U.S. Small Cap Class

Invesco Maximum Growth Portfolio Class

Invesco Pure Canadian Equity Class

Invesco RAFI Canadian Index ETF Class

CI Investments Inc. (Re), 2026 CanLII 51410

Case Summary