Ontario Commission des 20^th Floor 20e étage

Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

Web site: www.osc.gov.on.ca

VIA SEDAR

December 13, 2017

Evolve Funds Group Inc.

Attention: Kevin Rusli

Dear Sirs/Mesdames:

Re: Evolve Funds Group Inc. (the Filer)

Preliminary Long Form Prospectus dated September 21, 2017

Evolve Bitcoin ETF (the Fund)

Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements (NI 41-101)

Application No. 2017/0680 SEDAR Project Number 2677161

By letter dated December 1, 2017 (the Application), the Filer, as manager of the Fund, applied on behalf of the Fund to the Director of the Ontario Securities Commission (the Director) under section 19.1 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 which relates to the final prospectus.

This letter confirms that, based on the information and representations made in the Application, 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 Fund’s final prospectus, subject to the condition that the final prospectus be filed by no later than March 20, 2018.

Yours very truly,

“Darren McKall”

Darren McKall – Manager

Investment Funds and Structured Products Branch

ONTARIO SECURITIES COMMISSION