CI Investments Inc. (Re), 2026 CanLII 51411

June 1, 2026

(the Jurisdiction)

AND

(the Filer)

AND

(the Existing ETFs)

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Existing ETFs and such other exchange-traded funds and exchange-traded series of investment funds as the Filer, or an affiliate of the Filer, may manage in the future (together with the Existing ETFs, the ETFs, and individually, an ETF) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation), pursuant to sections 74 and 147 of the Securities Act (Ontario) and 6.1 of National Instrument 62-104 Take-over Bids and Issuer Bids, that:

(a) revokes and replaces the Previous Decision (as defined below); and

(b) exempts:

(i) the Filer, or an affiliate of the Filer, from the dealer registration requirement in subsection 25(1) of the Securities Act (Ontario), such that it does not apply to the Filer, or an affiliate of the Filer, in connection with its dissemination of sales communications relating to the distribution of units of the ETFs (Units) (the Registration Relief);

(ii) the Filer, or an affiliate of the Filer, and each ETF from the requirement in subsection 59(1) of the Securities Act (Ontario), that an ETF’s prospectus include a certificate of an underwriter (the Underwriter Certificate Relief); and

(iii) purchasers of Units from the requirements in Part 2 of National Instrument 62-104 Takeover Bids and Issuer Bids, relating to take-over bids, including the requirements to file a report of a take-over bid and to pay the accompanying fee with each applicable jurisdiction, in connection with purchases of Units in the normal course through the facilities of the Toronto Stock Exchange (the TSX) or another Marketplace (as defined below) (the Take-over Bid Relief, and together with the Registration Relief and the Underwriter Certificate Relief, 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 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 all provinces and territories of Canada other than Ontario (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. The following terms have the following meanings:

Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer or Designated Broker and that participates in the resale of Creation Units (as defined below) from time to time.

Authorized Dealer means a registered dealer that has entered, or intends to enter, into an agreement with the Filer, or an affiliate of the Filer, authorizing the dealer to subscribe for, purchase and redeem Creation Units from one or more of the ETFs on a continuous basis from time to time.

Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer, or an affiliate of the Filer, to perform certain duties in relation to one or more of the ETFs, including posting a liquid two-way market for the trading of an ETF’s listed securities on the TSX or another Marketplace.

Marketplace means a “marketplace” as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.

Unitholders means beneficial or registered holders of Units, as applicable.

Representations

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

The Filer

The Filer is a corporation subsisting under the laws of the Province of Ontario with its head office located in Toronto, Ontario.
The Filer 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

The Filer, or an affiliate of the Filer, is, or will be, the investment fund manager of the ETFs.
The Filer is a wholly-owned subsidiary of CI Financial Corp. The Filer became an affiliate of First Asset Investment Management Inc. (First Asset) in November 2015, when CI Financial Corp. acquired all of the issued and outstanding shares of First Asset Capital Corp., which indirectly owned all of the issued and outstanding shares of First Asset. In July 2019, the Filer amalgamated with First Asset and continued to operate as CI Investments Inc.
The Filer is not in default of securities legislation in any of the Jurisdictions.

Previous Decision

First Asset, a predecessor entity of the Filer, obtained relief that is substantially similar to the Exemption Sought, as evidenced by a decision of the Principal Regulator dated April 29, 2011 (the Previous Decision).
The Filer, operating under the business name CI Global Asset Management, became the investment fund manager, portfolio manager and trustee of certain Existing ETFs (the Acquired ETFs) when the rights to manage the Acquired ETFs were transferred to the Filer by Invesco Canada Ltd. effective June 1, 2026. The Acquired ETFs benefited from relief that is also substantially similar to the Exemption Sought, as evidenced by decisions of the Principal Regulator dated August 24, 2015, and July 14, 2015.
The Filer is seeking to revoke the Previous Decision and obtain the Exemption Sought to ensure that the Acquired ETFs can continue to be managed by the Filer as previously managed by Invesco Canada Ltd.

The ETFs

Each ETF is, or will be, a mutual fund governed by the laws of the Province of Ontario and a reporting issuer under the laws of some or all of the Jurisdictions.
Each ETF is, or will be, subject to National Instrument 81-102 Investment Funds (NI 81-102), subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities.
Each ETF is, or will be, in continuous distribution. Units are, or will be, listed on the TSX or another Marketplace.
The Filer, or an affiliate of the Filer, has filed, or will file, a long form prospectus in accordance with National Instrument 41-101 General Prospectus Requirements or a simplified prospectus in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure, as applicable, on behalf of the ETFs, subject to any exemptions that have been, or may be, granted by the applicable securities regulatory authorities.
Units are, or will be, distributed on a continuous basis in one or more of the Jurisdictions under a prospectus. Units may generally only be subscribed for or purchased directly from the ETFs by Authorized Dealers or Designated Brokers (Creation Units). Authorized Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of Units on the TSX or another Marketplace. Authorized Dealers and Designated Brokers agree to offer Units for sale to the public only as permitted by applicable Canadian securities legislation pursuant to the applicable Authorized Dealer and Designated Broker agreements.
In addition to subscribing for and reselling Creation Units, Authorized Dealers, Designated Brokers and Affiliate Dealers are also generally engaged in purchasing and selling Units of the same class or series as the Creation Units in the secondary market. Other dealers may also be engaged in purchasing and selling Units of the same class or series as the Creation Units in the secondary market despite not being an Authorized Dealer, Designated Broker or Affiliate Dealer.
Creation Units are generally commingled with other Units purchased by the Authorized Dealers, Designated Brokers and Affiliate Dealers in the secondary market. As such, it is not practicable for the Authorized Dealers, Designated Brokers or Affiliate Dealers to determine whether a particular resale of Units involves Creation Units or Units purchased in the secondary market.
In addition to Creation Units, Units may be issued by an ETF to the applicable Designated Brokers in connection with the rebalancing of, and adjustments to, the ETF, and when cash redemptions of Units occur. Units may also be issued directly to ETF investors upon the reinvestment of distributions of income or capital gains or on the payment of distributions in Units.
Except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, Units generally may not be purchased directly from an ETF. Investors are generally expected to purchase and sell Units, directly or indirectly, through dealers executing trades through the facilities of the TSX or another Marketplace.
Authorized Dealers and Designated Brokers do not provide the same services in connection with a distribution of Creation Units as would typically be provided by an underwriter in a conventional underwriting.
Authorized Dealers and Designated Brokers are not involved in the preparation of an ETF's prospectus, do not incur any marketing costs or receive any underwriting fees or commissions from the ETFs, the Filer or an affiliate of the Filer in connection with the distribution of Creation Units. Authorized Dealers and Designated Brokers generally seek to profit from their ability to create and redeem Units by engaging in arbitrage trading to capture spreads between the trading prices of Units and their underlying securities and by making markets for their clients to facilitate client trading in Units.
As Authorized Dealers and Designated Brokers will not receive any remuneration for the distribution of Units, and as Authorized Dealers and Designated Brokers may change from time to time, it is not practical to require an underwriter’s certificate in the prospectus of an ETF.
The Filer and affiliates of the Filer generally conduct their own marketing, advertising and promotion of the ETFs. The Filer, or an affiliate of the Filer, may, at its discretion, charge an administration fee on the issuance of Creation Units to Authorized Dealers or Designated Brokers.
Designated Brokers perform certain other functions, which include standing in the market with a bid and ask price for Units for the purpose of maintaining liquidity for Units.
No dealer will act as the principal distributor of an ETF in connection with the distribution of Units. Designated Brokers will not receive any commission or other payment from the ETFs in connection with the distribution of Units. As a result, the Filer, or an affiliate of the Filer, will be the entity primarily desiring to foster market awareness and promote trading in Units through the dissemination of sales communications.
Upon notice given by the Filer, or an affiliate of the Filer, from time to time, and in any event, not more than once quarterly, a Designated Broker may be contractually required to subscribe for Units for cash in a dollar amount not to exceed a specified percentage of the net asset value of the Units, or such other amount established by the Filer, or an affiliate of the Filer, and disclosed in the prospectus of the ETF(s), next determined following delivery of the notice of subscription to that Designated Broker.
The net asset value per Unit will be calculated and published on the website of the ETFs on each day the TSX is open for trading.
Although Units trade, or will trade, on the TSX or another Marketplace, and the acquisition of Units can therefore be subject to the take-over bid requirements under the Legislation:

(a) it is difficult for purchasers of Units to monitor compliance with the take-over bid requirements, because the number of outstanding Units is always in flux as a result of the ongoing issuance and redemption of Units by the ETFs; and

(b) the way in which Units are priced deters anyone from either seeking to acquire control, or offering to pay a control premium, for outstanding Units, because Unit pricing for an ETF is dependent upon the performance of the portfolio of that ETF as a whole.

The application of the take-over bid requirements to the ETFs would have an adverse impact on the liquidity of the Units, because they could cause the Authorized Dealers, Designated Brokers and other large Unitholders to cease trading Units once prescribed take-over bid thresholds are reached.

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 Previous Decision is revoked and the Exemption Sought is granted, provided that, with respect to the Registration Relief, the Filer, or an affiliate of the Filer, complies with Part 15 of NI 81-102 in connection with an ETF’s sales communications.

“Darren McKall”

Darren McKall, Associate Vice President

Investment Management Division

Ontario Securities Commission

Application No. 2026-197

SEDAR+ No. 6428785