Invesco Canada Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from requirement in subsection 2.3(1.1) of NI 41-101 that the Funds file a final prospectus within 90 days of the date of the receipt for the preliminary prospectus relating to the same offering. Filer granted an additional 60 days to file final prospectus to ensure that the final prospectus of the Funds is filed in the same calendar year the units of the Funds are planned to be listed on the TSX, thereby avoiding negative tax implications in respect of the Funds. Funds will not be pre-marketed prior to launch. Relief to be evidenced by final prospectus receipt.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1) and 19.1.

VIA SEDAR+

December 21, 2023

Invesco Canada Ltd.

Attention: David Swain

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By letter dated December 4, 2023 (the Application), the Filer, the investment fund manager of the Funds, applied to the Director of the Ontario Securities Commission (the Director) under section 19.2 of NI 41-101 for relief from the operation of subsection 2.3(1.1) of NI 41-101, which prohibits an issuer from filing a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

This letter confirms that, based on the information and representations made in the Application as well as the First Response Letter dated December 21, 2023, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Funds' prospectus, subject to the condition that the prospectus be filed no later than February 19, 2024.

Yours very truly,

Application File #: 2023/0610

SEDAR+ File #: 06060036