May 25, 2022
Dear SEC, I write to you as a long-time GBTC shareholder, in support of the conversion of Grayscale Bitcoin Trust (OTCQX: GBTC) — the world’s largest publicly-traded cryptocurrency fund — to an ETF. I have held GBTC in more than one of my investment accounts, including my retirement accounts, for many years. In my retirement accounts, GBTC was the only way that I could have some asset allocation in Bitcoin, which I believe is an important asset class for the future. I feel it is unfair that a fund that holds a single asset (Bitcoin itself) is viewed by the SEC as more risky than funds that are “betting” on the price of Bitcoin, leading the SEC to approve futures-backed Bitcoin funds over spot Bitcoin funds. Last October, you approved futures-backed Bitcoin ETFs, but continue to reject applications for spot Bitcoin ETFs. Given that investors use both vehicles to gain exposure to the same underlying asset, Bitcoin—from which both vehicles derive their prices—I, as an investor, should be able to choose if I’d like direct or futures-based exposure to that asset. Furthermore, the discount to NAV in GBTC has been around 25%, on average, this year. This means that the price of GBTC is less than the price of Bitcoin, the asset itself. Given that GBTC has about $30bn in AUM, shareholders like me are experiencing a destruction of value of around $7.5 billion. I’m writing from Washington State, with gratitude for the opportunity to express my view and with the hope that you will approve this conversion and protect the interest of investors. Sincerely, Lenore D. Romney ROMNEY FINANCIAL FORENSICS, LLC Lenore D. Romney, CPA, CFE, CVA