Form 33-109F5 requirement for registered firms that establish, manage, advise and/or trade in securities of cryptocurrency investment funds

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Subject: Form 33-109F5 requirement for registered firms that establish, manage, advise and/or trade in securities of cryptocurrency investment funds

Staff of the Ontario Securities Commission is sending this email to the OSC’s registrant outreach subscribers and to firms that are registered under the Securities Act (Ontario) where Ontario is the principal regulator.

Canadian Securities Administrators (CSA) Staff Notice 46-307 Cryptocurrency Offerings was published on August 24, 2017 and included guidance on cryptocurrency offerings, including the sale of securities of cryptocurrency investment funds.

For registered firms that plan to establish, manage, advise and/or trade in securities of investment funds with portfolios of bitcoin and/or other cryptocurrencies, cryptocurrency assets and coins and token offerings, such firms are required to report changes in their business activities by completing and filing Form 33-109F5 Change of Registration Information (Form F5) and updating information previously reported in Form 33-109F6 Firm Registration to include cryptocurrency products and/or services.

Staff will review the information provided in Form F5 and analyze the proposed product or services. The OSC may impose terms and conditions on the firm’s registration to ensure adequate investor protection. For example, terms and conditions have been imposed on firms that have proposed to establish, manage or advise cryptocurrency investment funds to ensure the firm’s compliance with securities law requirements such as custody requirements.

For more information on the Form F5 requirement, please contact the OSC’s inquiries line by calling 1-877-785-1555 or 416-593-8314 or e-mailing [email protected]. 

Businesses that wish to learn more about their obligations under securities laws with respect to cryptocurrency investment funds may refer to the guidance in CSA Staff Notice 46-307 Cryptocurrency Offerings and/or contact the OSC LaunchPad team for direct support.