Securities Law & Instruments

Headnote

NP 11-203 -- relief granted from short-form eligibility requirement contained in paragraph 2.2(d)(i) of NI 44-101 -- fund has not yet completed full financial year and unable to rely upon new issuer exemption in section 2.7 -- fund will file and incorporate by reference audited interim financial statements.

Applicable Legislative Provisions

National Instrument 44-101 -- ss. 2.2(d)(i), 2.7 and 8.1.

October 20, 2020

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF 3IQ CORP. (the Filer) AND IN THE MATTER OF THE BITCOIN FUND (the Fund)

DECISION

Background

1. The principal regulator has received an application from the Filer, on behalf of The Bitcoin Fund (the Fund) for a decision under the securities legislation of the Jurisdiction (the Legislation) for exemptive relief from paragraph 2.2(d) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) to permit the Fund to file a shelf prospectus pursuant to National Instrument 44-102 Shelf Distributions (NI 44-102) even though the Fund has yet to complete a financial year end (collectively, theExemption Sought).

2. 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 section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each other province and territory in Canada (and together with Ontario, the Jurisdictions).

Interpretation

Terms defined in 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 Filer:

The Filer

1. The Filer is a corporation existing under the Canada Business Corporations Act.

2. The Filer is registered as an investment fund manager and portfolio manager in Ontario, Alberta and Quebec, an exempt market dealer in Ontario, British Columbia, Alberta and Quebec and a commodity trade manager in Ontario.

3. The Filer acts as the investment fund manager of the Fund.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Fund

5. The Fund is a closed-end investment fund established as a trust under the laws of the province of Ontario pursuant to a declaration of trust dated March 31, 2020.

6. The registered office of the Fund is located at 4800 -- 1 King Street West, Suite 160, Toronto, Ontario M5H 1A1.

7. The Fund's year end is December 31 and, accordingly, the Fund has not had its first year end and has no audited financial statements in respect of a period ending on a year end.

8. On March 31, 2020, the Fund filed a final long form prospectus with the securities regulatory authority in each of the provinces of Canada in connection with the initial public offering of the Class A Units, Class F Units and Class B Units (the IPO). The Fund completed the IPO on April 9, 2020 and the Fund commenced operations on that date.

9. The Fund completed subsequent new issues of Class A Units and Class F Units on May 8, 2020 and on June 26, 2020.

10. As of the date hereof, the Fund has 6,685,477 Class A Units issued and outstanding.

11. The Class A Units are listed on the Toronto Stock Exchange under the symbol "QBTC.U".

12. The Fund is a reporting issuer in each of the provinces and territories of Canada and is not in default of securities legislation in any jurisdiction of Canada.

13. The Fund has prepared and filed an annual information form (the Initial AIF) dated August 31, 2020 for the period ended July 31, 2020.

14. The Fund wishes to be in a position to file a shelf prospectus in accordance with NI 44-102 in order to expedite future offerings of additional Class A Units to the public.

15. For the Fund, filing a shelf prospectus in accordance with NI 44-102 is an efficient, expedient and cost-effective alternative to filing a long form prospectus in accordance with National Instrument 41-101 General Prospectus Requirements (NI 41-101).

16. Absent receiving the Exemption Sought, the Fund would be required to file a long form prospectus in accordance with NI 41-101 and Form 41-101F2 as the Fund has yet to complete a financial year end and therefore does not have current annual financial statements.

17. The Fund proposes to prepare and file:

(a) audited financial statements presenting the financial results of the Fund for the period from April 9, 2020 to June 30, 2020, prepared in accordance with IFRS (the Initial Financial Statements); and

(b) a management report of fund performance for the period covered by the Initial Financial Statements.

18. The Fund will incorporate by reference into any shelf prospectus the Initial AIF and the Initial Financial Statements.

19. The Filer has determined that it would be in the best interests of the Fund to receive the Exemption Sought.

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:

(a) prior to filing a preliminary shelf prospectus,

(i) the Fund files the Initial Financial Statements; and

(ii) the Fund files a management report of fund performance for the period covered by the Initial Financial Statements;

(b) in any shelf prospectus filed by the Fund, the Fund includes disclosure regarding this decision in accordance with the requirements of section 19.1 of Form 44-101F1 Short Form Prospectus; and

(c) the Exemption Sought will expire on the earlier of

(i) the date upon which the Fund files audited annual financial statements of the Fund for the year ended December 31, 2020; and

(ii) March 31, 2021.

"Darren McKall"
Manager, Investment Funds & Structured Products
Ontario Securities Commission