Citadel Advisors LLC

Headnote

Application for relief from the investment fund manager registration requirement in order to allow to senior level employees of Citadel Canada ULC or other Canadian affiliates who are eligible employees the opportunity to voluntarily participate in investment opportunities alongside other partners and employees of the firm, globally -- The Filer is (a) registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended; (b) registered with the Commodity Futures and Trading Commission as a commodity trading adviser, and as a commodity pool operator and (c) a member of the National Futures Association -- the investment funds advised by the filer are or will be established outside of Canada -- the filer's head office or principal place of business is in the United States -- the filer distributes to no more than 20 "Canadian Eligible Investors" -- the filer shall not receive any trade-based compensation -- the participation in an investment opportunity by a Canadian eligible employee is voluntary -- the filer is subject to the standard conditions applicable to a non-registered exempt international firm

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(4) and 74.

Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers, ss. 1, 3 and 4.

September 11, 2024

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF CITADEL ADVISORS LLC

DECISION

Background

The Ontario Securities Commission (the Commission) has received an application of Citadel Advisors LLC (the Filer) for a ruling pursuant to subsection 74(1) of the Act that the Filer is not subject to the investment fund manager registration requirement in subsection 25(4) of the Act (the Investment Fund Manager Relief) in respect of the Filer acting as an investment fund manager for a Plan Company (as defend below) where all of the securities of the Plan Company distributed in Ontario have been distributed:

(a) under the employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions (NI 45-106);

(b) to no more than 20 Qualified Employees (as defined below) who qualify as accredited investors as such term is defined under section 1.1 of National Instrument 45-106 Prospectus Exemptions (NI 45-106).

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

The following terms shall have the following meanings:

CEIF Eligible Employee means, in Ontario, an employee eligible to participate in the Deferred Compensation Program who is a more senior ranking employee of Citadel ULC or any of its Canadian affiliates who:

(a) meets the eligibility criteria contained in the relevant CEIF Documentation including a minimum of two years' service and a level of total compensation that is above the amounts set out in the CEIF Documentation and such other criteria as the Citadel Parties may determine from time to time; and

(b) qualifies as an accredited investor as such term is defined under section 1.1 [definitions] of NI 45-106.

Citadel Entity means any company in the Citadel Parties;

Citadel Parties means the Filer and a group of affiliated entities that together comprise a leading global financial institution with a diverse business platform, which includes two separate and distinct units: (i) a global investment firm and (ii) a global market maker;

CVIP Eligible Employee means, in Ontario, an employee eligible to participate in the Voluntary Program who is a more senior ranking employee of Citadel ULC or any of its Canadian affiliates who:

(a) meet the eligibility criteria contained in the relevant CVIP Documentation (defined below) including a minimum of two years' service and a level of total compensation that is above the amounts set out in the CVIP Documentation and such other criteria as the Citadel Parties may determine from time to time;

(b) establish to the satisfaction of the Citadel Entity that he or she has sufficient sophistication and assets to make a Voluntary Contribution; and

(c) qualify as an accredited investor as such term is defined under section 1.1 [definitions] of NI 45-106.

MI 32-102 means Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers;

NI 31-103 means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

NI 45-106 means National Instrument 45-106 Prospectus Exemptions;

Notice of Regulatory Action means the form attached as Appendix "B" to this Decision;

OSC Rule 13-502 means Ontario Securities Commission Rule 13-502 Fees;

Permitted Client has the same meaning ascribed to that term in section 1 [definitions] of MI 32-102;

Permitted Client IFM Exemption means the exemption from the investment fund manager registration requirement set out in section 4 [permitted clients] of MI 32-102;

Plan Company means CEIF or a CVIP Company;

Portfolio Fund means a private investment fund managed by the Filer;

Qualified Employees means, collectively, CEIF Eligible Employees and CVIP Eligible Employees;

Submission to Jurisdiction and Appointment of Agent for Service means the form attached as Appendix "A" to this Decision;

US or USA means the United States of America; and

Voluntary Program means one or more voluntary employee incentive programs or initiatives sponsored by the Filer or its affiliates providing for the acquisition of securities of a CVIP Company.

Representations

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

Citadel Advisors LLC (the Filer)

1. The Filer is a limited liability company formed under the laws of Delaware with its principal place of business located in Southeast Financial Center, 200 South Biscayne Boulevard, Suite 3300, Miami, Florida 33131 USA.

2. The Filer is (a) registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended; (b) registered with the Commodity Futures and Trading Commission as a commodity trading adviser, and as a commodity pool operator and (c) a member of the National Futures Association.

3. The Filer has the exclusive authority to manage and control the business and affairs of each of CEIF (defined below) and the CVIP Companies.

4. The Filer is the portfolio manager of CEIF and CVIPD and manager of CVIP and has full discretionary investment management authority over their investments, subject to the terms of their constituent documents.

5. The Filer also serves as the portfolio manager or manager of the Portfolio Funds.

6. The Filer is not registered under the securities legislation of any jurisdiction of Canada or of any foreign jurisdiction.

7. The Filer is not in default of securities legislation, commodity futures legislation or derivatives legislation of any jurisdiction of Canada.

8. The Filer is in compliance in all material respects with the securities laws, commodity futures laws and derivatives laws of the United States.

9. The Filer does not maintain a physical office in Canada.

CEIF International Ltd. (CEIF)

10. CEIF is a Cayman Islands exempted company incorporated on October 5, 2009 under the Cayman Islands' Companies Act (As Revised). CEIF's registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

11. The CEIF shares are issued only to eligible employees of the Citadel Parties.

12. CEIF's objective is to achieve consistently high, risk-adjusted rates of return by investing its assets into the Portfolio Funds.

13. CEIF is a sister fund to CVIPD and CVIPC and they invest in the same portfolio of Portfolio Funds.

Citadel Voluntary Investment Fund Ltd. (CVIPD)

14. CVIPD is a Cayman Islands exempted company incorporated on February 5, 2024 under the Cayman Islands' Companies Act (As Revised). CVIPD's registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

15. The CVIPD shares are issued only to eligible employees of the Citadel Parties.

16. CVIPD's objective is to achieve consistently high, risk-adjusted rates of return by investing its assets into the Portfolio Funds.

Citadel Voluntary Investment Fund LLC (CVIPC)

17. CVIPC is a limited liability company formed under the laws of Delaware in the United States with a principal office located in Southeast Financial Center, 200 South Biscayne Boulevard, Suite 3300, Miami, Florida 33131 USA.

18. The CVIPC membership interests are issued only to eligible employees of the Citadel Parties.

19. CVIPC's objective is to achieve consistently high, risk-adjusted rates of return by investing its assets into the Portfolio Funds.

20. CVIPC operates as an "employees' securities company" as defined in Section 2(a)(13) and pursuant to Section 6(b) of the US Investment Company Act of 1940, as amended (Investment Company Act), pursuant to an exemptive order granted by the US Securities and Exchange Commission under Sections 6(b) and 6(e) of the Investment Company Act.

Citadel Canada ULC (Citadel ULC)

21. Citadel ULC is an unlimited liability company formed under the laws of the Province of Nova Scotia, a wholly owned subsidiary of CIG Canada Holdings LLC.

22. Citadel ULC is a Citadel Party and an affiliate of the each of the Filer and the CVIP Companies.

23. Citadel ULC operates as an administrative entity and currently provides primarily engineering and technology support for the Portfolio Manager and its affiliates in the U.S. and other jurisdictions. Citadel ULC has operations in the provinces of Alberta, British Columbia, Ontario and Nova Scotia.

24. Citadel ULC does not conduct any registerable activities. Citadel ULC is not registered under the Act or under either the securities or derivatives legislation, including commodity futures legislation, of any jurisdiction of Canada or of any foreign jurisdiction.

The Deferred Compensation Program

25. Certain eligible employees of the Citadel Parties receive as part of their compensation an incentive award of unvested participating shares of CEIF (CEIF Shares), whereby the eligible employee generally becomes a shareholder of CEIF in accordance with, and subject to, the terms of CEIF's articles of association and the program document made available to CEIF shareholders setting forth the terms of the deferred compensation program (the Deferred Compensation Program), as supplemented by any addendum thereto, including any letter awarding a shareholder its CEIF Shares, as the same may be amended from time to time in accordance with the terms of the program document (the CEIF Documentation).

26. Upon vesting such vested CEIF Shares are automatically redeemed for cash unless the CEIF shareholder elects to remain invested in which case the CEIF Shares are exchanged for CVIP Securities on a net asset value (NAV) for NAV basis. The Investment Basket to which the CEIF Shares were exposed remains the same following the exchange.

27. CEIF Shares are only issued to eligible employees of the Citadel Parties.

28. CEIF Shares generally carry no voting rights. The voting non-participating management shares of CEIF are held by the Filer, and therefore the Filer controls all voting rights of CEIF.

29. In Ontario, the Deferred Compensation Program is offered only to CEIF Eligible Employees.

30. The Filer has determined that CEIF Shares can be offered to CEIF Eligible Employees in Ontario in reliance on existing statutory exemptions from applicable Ontario securities law requirements.

31. CEIF Eligible Employees will not receive any advice from the Filer as to whether an investment in CEIF is suitable.

The Voluntary Program

32. The Citadel Parties provide certain eligible employees of Citadel Entities the opportunity to make voluntary contributions (Voluntary Contributions) to acquire participating shares of CVIPD or membership interests of CVIPC (collectively, CVIP Securities) pursuant to one or more Voluntary Programs.

33. CVIP Securities are only issued to eligible employees of the Citadel Parties

34. CVIP Securities generally carry no voting rights. The voting non-participating management shares of CVIPD are held by the Filer, and therefore the Filer controls all voting rights of CVIPD. Membership interests of CVIPC generally do not have any voting rights aside from amendments to the operative limited liability company operating agreement that are materially adverse to the interests of members as a whole.

35. In Ontario, the Voluntary Program will be offered to employees of Citadel ULC or any of its Canadian affiliates who:

(a) meet the eligibility criteria contained in the relevant CVIP Documentation (defined below) and such other criteria as the Citadel Parties may determine from time to time;

(b) establish to the satisfaction of the Citadel Entity that he or she has sufficient sophistication and assets to make a Voluntary Contribution; and

(c) qualify as an accredited investor as such term is defined under section 1.1 [definitions] of NI 45-106 (each a CVIP Eligible Employee).

36. CVIP Securities are generally available only by making a Voluntary Contribution whereby the CVIP Eligible Employee will become a shareholder of CVIPD or non-managing member of CVIPC in accordance with, and subject to, the terms of the relevant CVIP Documentation.

37. The determination as to which CVIP Company a CVIP Eligible Employee will be offered the opportunity to make a Voluntary Contribution into is driven by a combination of tax, securities, administrative and internal business considerations.

38. Voluntary Contributions will only be accepted at the discretion of the Filer and may not be available to all CVIP Eligible Employees. The minimum and/or maximum Voluntary Contribution that may be made by a CVIP Eligible Employee shall be determined in the sole discretion of the Citadel Parties and may vary among CVIP Eligible Employees.

39. In Ontario, the Voluntary Program will be offered solely to an employee of Citadel ULC or any of its Canadian affiliates who has established to the satisfaction of the Citadel Entity that he or she has sufficient sophistication and assets to make a Voluntary Contribution.

40. The offering of CVIP Securities is made to CVIP Eligible Employees globally, subject to the rules and regulations of the corresponding jurisdiction. CVIP Securities are generally issued on a fully-vested basis.

41. The Filer has determined that securities issued to CVIP Eligible Employees in Ontario can be made pursuant to existing statutory exemptions from certain securities law requirements.

42. CVIP Eligible Employees will not receive any advice from the Filer as to whether an investment in a CVIP Company is suitable.

43. No trade based fees or commission are charged to a CVIP Eligible Employee in Ontario by any Citadel Entity in connection with the CVIP Eligible Employee's acquisition of CVIP Securities.

44. Neither CVIP Company directly pays any management fees or expense reimbursements to the Filer, and the Filer does not receive any direct incentive compensation for managing either CVIP Company. However, as an investor in the Portfolio Funds, each CVIP Company pays its pro rata share of expense reimbursements and any management fees of such Portfolio Funds and is subject to incentive allocations made to Filer at the Portfolio Fund level.

45. Before a CVIP Eligible Employee in Ontario acquires CVIP Securities, the CVIP Eligible Employee will be provided with a disclosure package (CVIP Documentation) comprising (a) a Confidential Eligible Employee Information Memorandum, (b) the Articles of Association of CVIPD or the Limited Liability Company Agreement of CVIPC, (c) for CVIPD, the Portfolio Management Agreement between CVIPD and the Filer, (d) a Subscription Agreement or a similar agreement, as applicable, and (e) a Supplement that provides summaries of certain, but not all, terms and information regarding the Portfolio Funds that form a part of the investment basket relevant to the CVIP Securities.

46. In addition, CVIP Eligible Employees may be able to attend information sessions that are generally held in respect of the Voluntary Program at which the terms of the Voluntary Program and certain aspects of the CVIP Companies and/or the Portfolio Funds are discussed.

Why is the relief needed?

47. The Filer has applied for the Investment Fund Manager Relief to reflect the fact that (a) each Plan Company is a fund of funds; (b) the Filer is not registered as an investment fund manager in Ontario or any other Canadian jurisdiction; and (c) not all securities of a Plan Company will be distributed to Permitted Clients. Because not all securities of a Plan will be distributed to Permitted Clients, the Filer cannot rely on the Permitted Client IFM Exemption in Ontario.

Decision

In the opinion of the Commission it is not prejudicial to the public interest to make this Order.

It is ordered by the Commission pursuant to section 74 of the Act that the Investment Fund Manager Relief is granted provided that:

1. All securities of a Plan Company distributed in Ontario are distributed under the employee exemptions under section 2.24 of NI 45-106 to Qualified Employees who also qualify as accredited investors as such term is defined under section 1.1 of NI 45-106.

2. Securities of the Plan Company shall be distributed to no more than 20 Qualified Employees in Ontario.

3. The Filer continues to be registered as an investment adviser with the US Securities and Exchange Commission.

4. The Filer does not have its head office or principal place of business in any jurisdiction of Canada.

5. The Filer remains incorporated, formed or created under the laws of a foreign jurisdiction.

6. None of the Plan Companies or Portfolio Funds is a reporting issuer in any jurisdiction of Canada.

7. The Filer has submitted to the Ontario Securities Commission a completed Submission to Jurisdiction and Appointment of Agent for Service.

8. Before acquiring any CVIP Securities, each Qualified Employee in Ontario will be notified in writing of all of the following with respect to the Filer:

(a) the Filer is not registered in Ontario to act as an investment fund manager;

(b) the head office of the Filer is located in Miami, Florida USA;

(c) all or substantially all of the assets of the Filer may be situated outside of Canada;

(d) there may be difficulty enforcing legal rights against the Filer because of the above; and

(e) the name and address of the agent for service of process of the Filer in Ontario.

9. If the Filer has relied on the Investment Fund Manager Relief under this ruling to act as an investment fund manager for a Plan Company during the 12 month period preceding December 1 of a year, it must notify the Commission, by December 1 of that year, of the following:

(a) the fact that it relied upon the Investment Fund Manager Relief; and

(b) for each CVIP Company, the total assets under management expressed in Canadian dollars, attributable to securities beneficially owned by residents of Ontario as at the most recently completed month.

10. The Filer files with the Commission, a completed Notice of Regulatory Action in respect of the last 7 years within 10 days of the date on which the Filer begins relying on the Ruling.

11. The Filer notifies the Commission, of any change to the information previously submitted in the Notice of Regulatory Action within 10 days of the change.

12. The Filer complies with the filing and fee payment requirements applicable to an unregistered investment fund manager under OSC Rule 13-502.

DATED at Toronto, Ontario, this 11th day of September, 2024.

OSC File #: 2024/0332

APPENDIX A

SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE

1. Name of person or company (International Firm):

2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm:

3. Jurisdiction of incorporation of the International Firm:

4. Head office address of the International Firm:

5. The name, e-mail address, phone number and fax number of the International Firm's individual(s) responsible for the supervisory procedure of the International Firm, its chief compliance officer, or equivalent.

Name:

E-mail address:

Phone:

Fax:

6. Details of the exemption order that the International Firm is relying on (the Decision), including the date of the Decision:

7. Name of agent for service of process (the Agent for Service):

8. Address for service of process on the Agent for Service:

9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a Proceeding) arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.

10. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.

11. Until 6 years after the International Firm ceases to rely on the Decision, the International Firm must submit to the regulator

(a) a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated;

(b) an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service; and

(c) a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.

12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.

Acceptance

The undersigned accepts the appointment as Agent for Service of (Insert name of International Firm) under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.

This form, and notice of a change to any information submitted in this form, is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

APPENDIX B

NOTICE OF REGULATORY ACTION

1. Has the firm, or any predecessors or specified affiliates{1} of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes _____ No _____

If yes, provide the following information for each settlement agreement:

2. Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

If yes, provide the following information for each action:

3. Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliates is the subject?

Yes _____ No _____

If yes, provide the following information for each investigation:

Witness

The witness must be a lawyer, notary public or commissioner of oaths.

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:

{1} In this Appendix, the term "specified affiliate" has the meaning ascribed to that term in Form 33-109F6 to National Instrument 33-109 Registration Information.