National Instrument 81-102 Crypto Asset Amendments

The Canadian Securities Administrators published the amendments on April 17, 2025 for public investment funds that seek to invest directly or indirectly in crypto assets. The CSA described the affected products as Public Crypto Asset Funds and said the changes address eligible crypto assets, restrictions on crypto investments by reporting issuer investment funds, and custody requirements for crypto assets held on behalf of a fund.

The amendments form the second phase of a broader CSA project on Public Crypto Asset Funds. The first phase was CSA Staff Notice 81-336 in 2023, which set out staff guidance and expectations. The 2025 amendments codify selected practices developed through prospectus review and previously granted exemptive relief, while leaving a broader future consultation for a later phase.

Section 2.3 was amended to restrict direct purchases, sales, use or holdings of crypto assets to alternative mutual funds and non-redeemable investment funds, subject to the new eligibility criteria. Mutual funds that are not alternative mutual funds are limited to indirect exposure through permitted underlying funds or specified derivatives that meet the rule’s criteria.

The current text ties permitted direct crypto exposure to fungible crypto assets that trade on an exchange recognized by a Canadian securities regulatory authority, or that are the underlying interest of a specified derivative trading on a recognized exchange. British Columbia uses parallel recognized-or-designated exchange wording in the consolidated text.

Part 6 adds crypto-specific custody requirements. A custodian or sub-custodian that holds portfolio assets that are crypto assets must hold the private cryptographic keys in offline storage, except where assets are needed to facilitate a portfolio transaction. Custodians and sub-custodians must also obtain, at least annually, a public accountant’s reasonable assurance report on service commitments and system requirements relating to crypto custody, and deliver reports to the fund and, where applicable, the fund’s custodian.

Section 9.4 permits payment for mutual fund securities by good delivery of crypto assets that are not securities if the fund could purchase the assets at the time of payment, the portfolio adviser accepts them and they are consistent with the fund’s investment objectives, and the value is at least equal to the issue price of the securities being issued.

The CSA notice stated that the amendments would come into force on July 16, 2025 if necessary ministerial approvals were obtained. Current BCSC materials list NI 81-102 and 81-102CP with a July 16, 2025 publication and effective date, and Saskatchewan’s FCAA page lists the crypto amendments as effective July 16, 2025, including in Saskatchewan. For taxonomy purposes, this non-U.S. regulatory instrument is mapped to In force. Because Canadian securities law is implemented through provincial and territorial regulators, source review should also include the applicable local publication.

The amendments are most relevant to Canadian reporting issuer investment funds, investment fund managers, portfolio advisers, custodians, sub-custodians, and market participants tracking regulated crypto fund structures. They do not create a general retail crypto licensing regime and should not be read as investment, legal, tax, or trading advice.