SLGI Asset Management Inc. (Re), 2025 CanLII 105952

October 9, 2025

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

SLGI ASSET MANAGEMENT INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the existing funds and such other mutual funds or alternative mutual funds that are or will be managed from time to time by the Filer or by an affiliate or successor of the Filer (collectively, the Funds and each, a Fund) that are subject to National Instrument 81-102 Investment Funds (NI 81-102), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Funds:

(a) from paragraphs 2.5(2)(a) and (a.1) to permit each Fund to purchase and/or hold securities of IBIT, ETHA, BCI (each defined below) and/or other existing and future exchange-traded funds or other exchange-traded products, including, but not limited to:

i. US cryptocurrency exchange-traded products that have exposure to one or more cryptocurrencies; and

ii. US commodity exchange-traded funds (US Commodity ETFs) and non-redeemable investment funds (US Commodity NRIFs, and together with US Commodity ETFs, US Commodity Funds) that have exposure to one or more physical commodities;

in each case that are not index participation units (IPUs) and whose securities are, or will be, listed for trading on a stock exchange in the United States (collectively, the Underlying ETPs, and each, an Underlying ETP) even though the Underlying ETP is not subject to NI 81-102; and

(b) from paragraph 2.5(2)(c) to permit each Fund to purchase and/or hold securities of one or more Underlying ETPs even though the Underlying ETP is not a reporting issuer in any province or territory of Canada.

(collectively, the Exemption Sought).

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 of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation incorporated under the laws of Canada, with its head office located in Toronto, Ontario.

2. The Filer is registered: (a) under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager; (b) under the securities legislation of Ontario as an exempt market dealer; (c) under the securities legislation of Ontario as a portfolio manager; and (d) under the Commodity Futures Act (Ontario) as a commodity trading manager.

3. The Filer is, or will be, the registered investment fund manager of each of the Funds.

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

The Funds

5. Each Fund is, or will be, an investment fund organized and governed by the laws of a Jurisdiction.

6. Each Fund is, or will be, governed by the applicable provisions of NI 81-102, subject to any exemptions therefrom that have been, or may in the future be, granted by the securities regulatory authorities.

7. Each Fund is, or will be, a reporting issuer in the Jurisdictions.

8. Each Fund is, or will be, subject to NI 81-107 Independent Review Committee for Investment Funds.

9. None of the existing Funds is in default of applicable securities legislation in any Jurisdiction.

10. Each Fund may, from time to time, wish to invest in Underlying ETPs in accordance with their investment strategy. Certain existing Funds currently intend to invest in securities of iShares® Bitcoin Trust (IBIT), iShares® Ethereum Trust ETF (ETHA) and abrdn Bloomberg All Commodity Strategy K‑1 Free ETF (BCI), each of which are Underlying ETPs. BCI is also a US Commodity Fund.

IBIT and ETHA

11. Each of IBIT and ETHA is a Delaware statutory trust that issues shares representing fractional undivided beneficial interests in its net assets.

12. IBIT is governed by the provisions of a Second Amended and Restated Trust Agreement (the IBIT Trust Agreement) executed as of December 28, 2023, as amended from time to time, by the Sponsor and the Trustee and the Delaware Trustee (each as defined below).

13. ETHA is governed by the provisions of a Second Amended and Restated Trust Agreement (the ETHA Trust Agreement) executed as of July 3, 2024, as amended from time to time, by the Sponsor and the Trustee and the Delaware Trustee.

14. IBIT seeks to reflect generally the performance of the price of bitcoin, before payment of IBIT’s expenses and liabilities, by investing directly in bitcoin. The assets of IBIT consist solely of bitcoin and cash.

15. ETHA seeks to reflect generally the performance of the price of ether, before payment of ETHA’s expenses and liabilities, by investing directly in ether. The assets of ETHA consist solely of ether and cash.

16. IBIT shares (IBIT Shares) are exchange-traded securities that are distributed in the United States pursuant to a prospectus dated August 8, 2024 and ETHA shares (ETHA Shares) are exchange-traded securities that are distributed in the United States pursuant to a prospectus dated July 22, 2024, each as amended and supplemented from time to time, that are part of a registration statement on Form S-1 under the United States Securities Act of 1933 (the 1933 Act) that was filed in respect of IBIT and ETHA with the United States Securities and Exchange Commission (SEC).

17. IBIT Shares are listed and traded on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “IBIT”. IBIT has net assets in excess of US$51 billion as at December 31, 2024.

18. ETHA Shares are listed and traded on Nasdaq under the ticker symbol “ETHA”. ETHA has net assets in excess of US$3.5 billion as at December 31, 2024.

19. IBIT and ETHA issue shares on a continuous basis. IBIT and ETHA issue and redeem shares only in blocks of a specific number of shares (a Basket), or integral multiples thereof, based on the quantity of bitcoin attributable to each IBIT Share or ether attributable to each ETHA Share (net of accrued but unpaid renumeration due to the Sponsor and any accrued but unpaid expenses or liabilities). IBIT and ETHA may change the number of IBIT Shares or ETHA Shares in a Basket. These transactions take place in exchange for cash.

20. Baskets are offered continuously by IBIT and ETHA at the net asset value (NAV) per share multiplied by the shares in a Basket. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee (Authorized Participants) may purchase or redeem Baskets. Authorized Participants deliver only cash to create IBIT Shares or ETHA Shares and receive only cash when redeeming IBIT Shares or ETHA Shares.

21. Each of IBIT and ETHA is not registered, and is not required to be registered, as an “investment company” under the United States Investment Company Act of 1940, as amended (the 1940 Act).

22. The sponsor (the Sponsor) of IBIT and ETHA is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company and an indirect subsidiary of BlackRock, Inc. (Blackrock).

23. The Sponsor arranged for the creation of IBIT and ETHA, the registration of the IBIT Shares and ETHA Shares for their public offering in the United States and the listing of the IBIT Shares and ETHA Shares on the Nasdaq. The Sponsor has certain marketing and administrative duties in respect of IBIT and ETHA and is responsible for the oversight and overall management of IBIT and ETHA but has delegated day-to-day administration of IBIT and ETHA to the Trustee (as defined below) under the IBIT Trust Agreement and the ETHA Trust Agreement.

24. The trustee (the Trustee) of IBIT and ETHA is BlackRock Fund Advisors, an indirect, wholly-owned subsidiary of BlackRock.

25. The Trustee is responsible for the day-to-day administration of IBIT and ETHA. The Trustee has delegated certain day-to-day responsibilities to the Trust Administrator (as defined below).

26. Wilmington Trust, National Association, a national association (the Delaware Trustee), is the Delaware trustee of IBIT and ETHA.

27. The Bank of New York Mellon serves as the trust administrator (Trust Administrator) of IBIT and ETHA. The Trust Administrator has been engaged to provide certain administrative services, including, but not limited to, arranging for the computation of the NAV of IBIT and ETHA; preparing IBIT’s and ETHA’s financial statements and annual and quarterly reports; and recording payment of fees and expenses on behalf of IBIT and ETHA. The Bank of New York Mellon is also the custodian for IBIT’s and ETHA’s cash holdings.

28. Coinbase Custody Trust Company, LLC (the Crypto Custodian) is the custodian for IBIT’s bitcoin holdings and ETHA’s ether holdings. The Crypto Custodian has represented that it is a fiduciary under Section 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the 1940 Act.

29. The Crypto Custodian satisfies the criteria for a sub-custodian for assets held outside Canada in Section 6.3 of NI 81-102.

BCI

30. BCI is a series of abrdn ETFs (the BCI Trust). The BCI Trust is a Delaware statutory trust that consists of multiple series, each of which is a separate fund. The BCI Trust, including BCI as a series of the trust, is an investment company registered under the 1940 Act. The board of directors (the BCI Board) of the BCI Trust is responsible for the management and direction of the BCI Trust.

31. abrdn Inc. (the BCI Advisor) has been appointed by the BCI Board as investment advisor of BCI. The BCI Advisor is responsible for the management and administration of the BCI Trust, BCI, and the Subsidiary (defined below).

32. BCI seeks to provide investment results that closely correspond, before fees and expenses, to the performance of the Bloomberg Commodity Index Total ReturnSM (the Index).

33. Under normal market conditions, BCI will invest in exchange-traded commodity futures contracts through a wholly-owned subsidiary of BCI organized under the laws of the Cayman Islands (the Subsidiary). BCI’s investment in the Subsidiary is intended to enable BCI to gain exposure to relevant commodity markets within the limits of current US federal income tax laws applicable to a regulated investment company, such as BCI. The Subsidiary is not an “investment fund” for the purposes of Canadian securities law. BCI may invest up to 25% of its total assets in the Subsidiary. The remainder of BCI’s assets will principally be invested in: (i) short-term investment grade fixed income securities that include US government securities and money market instruments; and (ii) cash and other cash equivalents. BCI seeks to use such instruments to generate a total return on the cash balances arising from the use of futures contracts that, when combined with BCI’s other investments, tracks the total return of the Index.

34. The Index is a broad-based commodity index representing the total returns of a fully collateralized investment in the Bloomberg Commodity IndexSM (BCOM), which is composed of futures contracts on physical commodities and is designed to be a highly liquid and broad-based benchmark for commodities futures investments. Futures contracts on commodities generally are agreements between two parties where one party agrees to buy, and the counterparty to sell, a set amount of a physical commodity (or, in some contracts, a cash equivalent) at a pre-determined future date and price. The value of commodity futures contracts is based upon the price movements of the underlying commodities. The Index combines the returns of BCOM with the returns on cash collateral invested in 3-month US Treasury Bills.

35. BCI is an exchange-traded fund. Individual shares (BCI Shares) may only be purchased and sold in the secondary market through a broker-dealer.

36. BCI Shares are listed and traded on NYSE Arca under the ticker symbol “BCI”. BCI has net assets in excess of USD$1.26 billion as at December 31, 2024.

37. BCI is a US Commodity Fund. The assets of each US Commodity Fund in which a Fund may invest, consist, or will consist primarily of one or more physical commodities, or investments in vehicles or derivatives that have an underlying interest in such physical commodity or commodities. These physical commodities may include, without limitation, precious metals commodities (such as gold, silver, platinum, platinum certificates, palladium and palladium certificates), energy commodities (such as crude oil, gasoline, heating oil and natural gas), industrials and/or metals commodities (such as aluminum, copper, nickel, uranium and zinc) and agricultural commodities (such as coffee, corn, cotton, lean hogs, live cattle, soybeans, soybean oil, sugar and wheat). The objective of a US Commodity Fund is to reflect the price of the applicable commodity or commodities (less such US Commodity Fund’s expenses and liabilities) on an unlevered basis, or to track the performance of an index which is intended to reflect the changes in the market value of the applicable physical commodity or commodities sector.

The Underlying ETPs (including IBIT, ETHA and BCI)

38. The securities of an Underlying ETP will not meet the definition of an IPU in NI 81-102 because the purpose of the Underlying ETP will not be to:

(a) hold the securities that are included in a specified widely quoted market index in substantially the same proportion as those securities are reflected in that index; or

(b) invest in a manner that causes the Underlying ETP to replicate the performance of that index.

39. An Underlying ETP’s investment objectives and strategies will be consistent with the investment restrictions in NI 81-102 and, as such, a Fund’s investment in securities of an Underlying ETP will not cause the Fund to indirectly invest in assets or have access to investment strategies that it would not be permitted to have directly.

40. Each Underlying ETP is or will be:

(a) an “investment company” subject to the 1940 Act and in good standing with the SEC; or

(b) regulated by the SEC as a reporting issuer under the 1933 Act, and in good standing with the SEC.

41. Each Underlying ETP will offer its shares in the primary market pursuant to a prospectus filed with the SEC which discloses a description of the Underlying ETP’s properties and business, a description of the securities being offered for sale, information about the management of the Underlying ETP and financial statements certified by independent accountants, in a manner that is similar to the disclosure requirements under NI 41-101 and Form 41-101F2;

42. Each Underlying ETP will prepare key investor information documents which provide disclosure that is substantially similar to the disclosure required to be included in the ETF facts document required by Form 41-101F4 – Information Required in an ETF Facts Document.

43. Each Underlying ETP will be subject to continuous disclosure obligations which are substantially similar to the disclosure obligations under National Instrument 81-106 – Investment Fund Continuous Disclosure. An Underlying ETP will be required to update information of material significance in its prospectus, to prepare management reports and an unaudited set of financial statements at least quarterly, and to prepare management reports and an audited set of financial statements annually.

44. Each Underlying ETP is, or will be, an “investment fund” within the meaning of applicable Canadian securities legislation.

45. The securities of an Underlying ETP are, or will be, listed on a national securities exchange in the United States and the market for them is, or will be, liquid because it is, or will be, supported by registered broker-dealers that have a role similar to “designated brokers” for Canadian exchange-traded funds. As a result, the Filer expects a Fund to be able to dispose of such securities through market facilities in order to raise cash, including to fund the redemption requests of its securityholders.

46. An Underlying ETP may be managed by the Filer or an affiliate or associate of the Filer, or by a third-party investment fund manager.

47. An investment in an Underlying ETP by a Fund will otherwise comply with section 2.5 of NI 81-102, including that:

(a) no Underlying ETP will hold more than 10% of its net asset value in securities of another investment fund unless the Underlying ETP (i) is a clone fund, as defined in NI 81-102, or (ii) in accordance with NI 81-102, purchases or hold securities (A) of a money market fund, as defined in NI 81-102, or (B) that are IPUs issued by an investment fund; and

(b) no Fund will pay management or incentive fees which to a reasonable person would duplicate a fee payable by an Underlying ETP for the same service.

Why the Exemption Sought is Needed

48. In the absence of the Exemption Sought, an investment by a Fund in an Underlying ETP would be prohibited:

(a) by paragraph 2.5(2)(a) or (a.1) of NI 81-102 because such Underlying ETP is not subject to NI 81-102; and

(b) by paragraph 2.5(2)(c) of NI 81-102 because such Underlying ETP is not a reporting issuer in any Jurisdiction.

49. An investment in an Underlying ETP does not qualify for the exception in paragraph 2.3(3)(a) of NI 81-102 because the securities of the Underlying ETP are not IPUs.

Generally

50. The key benefits of a Fund investing in the Underlying ETPs are greater choices, lower fees and expenses and potentially enhanced returns. For example:

(a) an investment in an Underlying ETP may lead to efficiencies that result from lower operating expenses and overall management fees than investing directly or through other funds available in the existing Canadian market;

(b) investing through Underlying ETPs may provide a better risk profile, better diversification and/or improved liquidity / tradability than direct holdings of asset classes to which the Underlying ETP provides exposure;

(c) investing through Underlying ETPs may provide better liquidity / tradability than funds with similar strategies available in the existing Canadian market; and

(d) the investment strategies of the Underlying ETPs offer significantly broader exposure to asset classes, sectors and markets than those available in the existing Canadian market.

51. Having the option to allocate a limited portion of a Fund’s assets to one or more Underlying ETPs will increase diversification opportunities and may improve a Fund’s overall risk/reward profile.

52. An investment in an Underlying ETP by a Fund may be an efficient and cost-effective alternative to obtaining the same exposure directly or through a Canadian fund.

53. An investment in an Underlying ETP by a Fund should pose limited investment risk to a Fund because each Underlying ETP will be a reporting issuer in the United States and as such subject to applicable securities laws.

54. The investment by a Fund in securities of an Underlying ETP is or will be in accordance with the investment objective of the Fund.

55. A Fund will not purchase securities of an Underlying ETP if, immediately after the purchase, more than 10% of the net asset value of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of Underlying ETPs;

56. Securities of each Underlying ETP are or will be listed on a national securities exchange in the United States registered with the SEC.

57. The prospectus of each Fund discloses, or will disclose in the next renewal of its prospectus following the date of this decision, in the investment strategy section, the fact that the Fund has obtained the Exemption Sought to permit investments in Underlying ETPs on the terms described in this decision.

58. An investment by a Fund in an Underlying ETP will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund.

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) the investment by a Fund in securities of an Underlying ETP is in accordance with the investment objective of the Fund;

(b) a Fund does not purchase securities of an Underlying ETP if, immediately after the purchase, more than 10% of the net asset value of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of Underlying ETPs;

(c) securities of each Underlying ETP are listed on a recognized exchange in the United States;

(d) each Underlying ETP is:

(i) an “investment company” subject to the 1940 Act and in good standing with the SEC; or

(ii) regulated by the SEC as a reporting issuer under the 1933 Act and in good standing with the SEC; and

(e) the prospectus of each Fund discloses, or will disclose in the next renewal of its prospectus following the date of this decision, in the investment strategy section, the fact that the Fund has obtained the Exemption Sought to permit investments in Underlying ETPs on the terms described in this decision.

“Darren McKall”

Darren McKall

Associate Vice President, Investment Management Division

ONTARIO SECURITIES COMMISSION

Application # 2025/0490

SEDAR Project# 6319595: