June 1, 2026
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 CI INVESTMENTS INC. (the Filer)
AND
INVESCO DIVERSIFIED INCOME PORTFOLIO CLASS, INVESCO BALANCED INCOME PORTFOLIO CLASS, INVESCO BALANCED GROWTH PORTFOLIO CLASS, INVESCO GROWTH PORTFOLIO CLASS, AND INVESCO MAXIMUM GROWTH PORTFOLIO CLASS (the Acquired Top Funds)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Acquired Top Funds and such other mutual fund share classes of a mutual fund corporation that are, or will be, managed by the Filer, or an affiliate of the Filer (together with the Acquired Top Funds, the Top Funds, and individually, a Top Fund), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation), pursuant to section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102), exempting the Top Funds from the restriction contained in paragraph 2.5(2)(b) of NI 81-102 that a fund not invest in another fund if the other fund holds more than 10% of its net asset value in securities of other investment funds (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.
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
(c) under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.
The Filer, or an affiliate of the Filer, is, or will be, the investment fund manager of the Top Funds, the bottom funds in which the Top Funds invest, or will invest (each, a Bottom Fund, and collectively, the Bottom Funds), and the mutual funds subject to NI 81-102 in which the Bottom Funds invest, or will invest (the Underlying Funds).
The Filer, operating under the business name CI Global Asset Management, became the investment fund manager, portfolio manager and trustee, as applicable, of the Acquired Top Funds and certain Bottom Funds when the rights to manage the Acquired Top Funds and certain Bottom Funds were transferred to the Filer by Invesco Canada Ltd. effective June 1, 2026.
The Filer is not in default of securities legislation in any of the Jurisdictions.
The Funds
Each Top Fund will be a class of shares of a mutual fund corporation. The investment objectives of a Top Fund and the Bottom Fund in which it invests will be substantially the same, except that the Top Fund will seek to achieve its investment objective by investing substantially all of its assets in securities of the applicable Bottom Fund or, if necessary, investing in mutual funds that are identical to or substantially similar to those in which the Bottom Fund invests.
The Top Funds are not in default of securities legislation in any of the Jurisdictions.
Each Bottom Fund is, or will be, a fund-of-funds that mainly invests in a combination of:
(a) Underlying Funds managed by the Filer or an affiliate of the Filer;
(b) exchange-traded funds that are, or will be, mutual funds whose securities trade on a stock exchange in Canada or the United States and which attempt to replicate the performance of various widely quoted securities indices (Index ETFs). As a result, each Index ETF will, at the time of investment by the Bottom Fund in such Index ETF, meet the definition of an "index participation unit" under section 1.1 of NI 81-102;
(c) exchange-traded funds that are, or will be, mutual funds whose securities trade on a stock exchange in Canada or the United States and which seek to replicate the performance of gold and/or silver on an unlevered basis or the value of a specified derivative the underlying interest of which is gold and/or silver on an unlevered basis (Gold/Silver ETFs);
(d) gold, certain permitted gold certificates and specified derivatives the underlying interest of which is gold on an unlevered basis (collectively, Gold);
(e) silver, certain permitted silver certificates and specified derivatives the underlying interest of which is silver on an unlevered basis (collectively, Silver); and
(f) cash, cash equivalents and money market funds (collectively, Cash).
- A Top Fund’s investment in securities of its respective Bottom Fund will therefore result in multiple-tier fund structures. These multiple-tier fund structures with respect to investments by a Bottom Fund in:
(a) money market funds are permitted under subparagraph 2.5(4)(b)(i) of NI 81-102;
(b) Index ETFs are permitted under subparagraph 2.5(4)(b)(ii) of NI 81-102; and
(c) Underlying Funds and Gold/Silver ETFs are contrary to the multi-layering restriction in paragraph 2.5(2)(b) of NI 81-102.
The Acquired Top Funds and the Invesco Diversified Income Portfolio, Invesco Balanced Income Portfolio, Invesco Balanced Growth Portfolio, Invesco Growth Portfolio and Invesco Maximum Growth Portfolio, the funds in which the Acquired Top Funds invest, or will invest, are currently qualified for distribution in the Jurisdictions pursuant to a simplified prospectus dated July 30, 2025, as amended on August 20, 2025, January 23, 2026, and April 8, 2026.
Each of the Top Funds, Bottom Funds and Underlying Funds is, or will be: (a) an open-end mutual fund established under the laws of the Province of Ontario; (b) a reporting issuer under the securities laws of some or all of the Jurisdictions; and (c) qualified for distribution in some or all of the Jurisdictions.
An investment by a Top Fund in securities of a Bottom Fund will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in paragraph 2.5(2)(b).
An investment by a Bottom Fund in securities of:
(a) money market funds will be made in accordance with the provisions of section 2.5 of NI 81-102;
(b) Index ETFs will be made in accordance with the provisions of section 2.5 of NI 81-102;
(c) Gold/Silver ETFs will be made in accordance with the provisions of section 2.5 of NI 81-102, subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities; and
(d) Underlying Funds will be made in accordance with the provisions of section 2.5 of NI 81-102, except for the requirement in paragraph 2.5(2)(b).
Accordingly, there will be no duplication of fees between each tier of the multi-tier fund structure except as permitted under NI 81-102.
The multi-tier fund structure that will result from a Top Fund’s investment in securities of a Bottom Fund will be akin to, and no more complex than, the multi-tier fund structure currently permitted under sections 2.5(4)(a) and 2.5(4)(b)(ii) of NI 81-102.
The simplified prospectus of each Top Fund will disclose that it invests directly in securities of a Bottom Fund and that the Bottom Fund mainly invests directly in a combination of Underlying Funds, Index ETFs, Gold/Silver ETFs, Gold, Silver and/or Cash. It will therefore be clear to investors that accountability for portfolio management is at the level of the Bottom Fund. In addition, the Filer, or an affiliate of the Filer, will comply with the requirements under National Instrument 81-106 Investment Fund Continuous Disclosure relating to top 25 positions disclosure in the Management Report of Fund Performance as if the applicable Top Fund were invested directly in the Underlying Funds and Gold/Silver ETFs. This will provide transparency to investors relating to the investment portfolio.
An investment by a Bottom Fund in the Underlying Funds, Index ETFs, Gold/Silver ETFs, Gold, Silver and/or Cash represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Bottom Fund.
Decision
The Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the Principal Regulator to make a decision.
The decision of the Principal Regulator under the Legislation is that the Exemption Sought is granted to allow the Top Funds to invest in securities of Bottom Funds, subject to compliance with all other requirements of section 2.5 of NI 81-102, except to the extent that discretionary relief has been granted from any such requirements.
"Darren McKall"
Darren McKall, Associate Vice President Investment Management Division Ontario Securities Commission
Application No. 2026-197
SEDAR+ No. 6428785