SecProbe.io

July 2, 2025
Hunter Horsley
President and Treasurer
Bitwise 10 Crypto Index Fund
250 Montgomery Street, Suite 200
San Francisco, CA 94104
Re:Bitwise 10 Crypto Index Fund
Registration Statement on Form S-3
Filed June 10, 2025
File No. 333-287889
Dear Hunter Horsley:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your statement on page 16 of the Trust’s Form 10-K (“Trust Annual Report”)
for the fiscal year ended December 31, 2024, that the Committee’s risk-based
assessment that considers whether a Crypto Asset may be deemed a security under
U.S. federal securities laws “does not preclude legal or regulatory action based on the
presence of a security.” In future filings, please further revise to state that any such
assessment is not a legal standard or determination binding on any regulatory body or
court.
2.Please revise to disclose whether and how you expect that the initial and continuing
listing requirements applicable to the Trust may impact the weighting of the Trust’s
Portfolio Crypto Assets.

July 2, 2025
Page 2
Cover Page
3.To the extent you intend to "take advantage of incidental opportunities to generate
additional returns in excess of the Index" as discussed on page 1, please provide such
disclosure on the cover page.
Prospectus Summary
The Trust's Investment Objective and Strategies, page 1
4.We note that the "Sponsor has the discretion, when possible and prudent, to take
advantage of incidental opportunities to generate additional returns in excess of the
Index...through, for example, Airdrops, Staking, Emissions, Hard Forks, lending or
similar network events and activities." Please revise to describe:
•Whether any approvals are necessary for the Trust to engage in such activities;
•In greater detail the lending and "similar network events and activities" that the
Sponsor may take advantage of;
•The criteria, if any, the Sponsor will use to exercise such discretion; and
•How and when investors will be informed as to when the Sponsor exercises such
discretion and the identity of the related Portfolio Crypto Asset.
The Index, page 3
5.We note that you incorporate by reference the description of the Index Methodology
provided in the Trust Annual Report. In future Exchange Act reports, to the extent
incorporated by reference, please address the following in your disclosure regarding
the Index Methodology:
•Include a table with market share and volume information for each Crypto Asset
exchange selected by the Sponsor and its affiliates to calculate the value of Crypto
Assets in the Index;
•Explain how the Crypto Asset exchanges are selected;
•Include a brief description of each of the Crypto Asset exchanges, including
where they are located and how they are licensed or regulated; and
•Revise to describe the adjustments that may be made to the Index and the impact
that such adjustments could have on the NAV of the Trust.
Calculation of NAV, page 4
6.We note your cross-reference to “Part I—Item 1. Business—Calculation of NAV” in
the Trust Annual Report. Please revise this cross-reference to refer to the correct
section of the Trust Annual Report.
The Trust's Legal Structure, page 4
Please revise to disclose here that Shareholders have no voting rights under the Trust
Agreement, and that the Sponsor and Trustee may agree to amend the Trust
Agreement or Sponsor Agreement without Shareholder approval. In this regard, we
note your disclosure on page 59 that "except as required under applicable federal law
or under the rules or regulations of an Exchange, Shareholders do not have any voting 7.

July 2, 2025
Page 3
rights, take no part in the management or control, and have no voice in, the Trust's
operations or business."
The Trust's Fees and Expenses, page 6
8.Please revise to clarify whether the Sponsor will assume the fees of the Trading
Counterparties in connection with the purchase and sale of Portfolio Crypto Assets
under the Trust-Directed Trading Model.
9.Please reconcile your usage of the term “Sponsor Fee” with the term “Management
Fee.”
10.We note your disclosure that the “Trust is not responsible for paying any fees or costs
associated with the transfer of Crypto Assets or cash to the Sponsor,” and it is unclear
whether these fees and costs are paid by the Sponsor. Please revise to clarify when the
Trust is responsible for paying blockchain fees.
The Trust's Investment Program
Purchase and Sale of Crypto Assets
Trust-Directed Trade Model, page 29
11.We note your disclosure that transfer fees with respect to on-chain transfers to and
from the Custodial Account to the Trading Counterparty will be paid by the
Custodian. We also note your statement on page 32 that the Sponsor will direct the
Custodian to transfer Portfolio Crypto Assets from the Custodial Account to pay Trust
expenses not assumed by the Sponsor. Please revise to clarify whether the Custodian
will pay such transfer fees using the Trust's assets.
12.We note your disclosure that "[t]here is no contractual relationship between the Trust,
the Sponsor or the Trading Counterparties and all transactions will be done on an
arms-length basis." However, we also note your disclosure on page 3 that
"[t]he Sponsor has entered into contractual agreements with the Trading
Counterparties, and these agreements set forth the general parameters under which
transactions in Portfolio Crypto Assets will be effectuated, should any transaction
with a Trading Counterparty occur." Please revise your disclosure as appropriate to
reconcile this discrepancy. In addition, to the extent that the Sponsor has entered into
contractual arrangements with Trading Counterparties, please disclose the material
terms of the agreements, including the term, termination and indemnification
provisions, as applicable.
Custody of the Trust's Assets, page 33
13.You disclose that the Custodian will keep a "substantial portion" of the private keys
associated with the Trust's Portfolio Crypto Assets in cold storage or "similarly secure
technology.” Please revise to disclose the percentage of the Portfolio Crypto Assets
that is held in cold storage and describe the "similarly secure technology" used to hold
the private keys.
14.Please define the term “Hot Storage Account.”

July 2, 2025
Page 4
The Prime Execution Agent and the Trade Credit Lender
The Trade Credit Lender, page 40
15.Please disclose the interest rate of Trade Credits. Please also disclose the maximum
“Authorized Amount” of Trade Credits available to the Trust.
Creations and Redemptions of Shares, page 43
16.Please revise to include the following disclosures:
•For creations, please clarify whether any excess cash will be returned to the
Authorized Participants to the extent that the cash deposit amount exceeds the
execution price of the Portfolio Crypto Assets acquired.
•For creation and redemption transactions, disclose whether the interest payable on
Trade Credits utilized under the Trade Financing Agreement are included in the
execution price and therefore the responsibility of the Authorized Participants.
•Please discuss the mechanics of the redemption procedures, including how and
when cash and the Shares are transferred under the Trust-Directed Trade Model
and the Agent Execution Model.
•Clarify whether any costs or transaction fees associated with creations and
redemptions are payable by the Trust.
Suspension or Rejection of Redemption Orders, page 45
17.Please revise to disclose whether and how you will notify Shareholders if the Trust
has suspended creations and redemptions, and describe the potential impact of
suspending creations and redemptions.
Use of Proceeds, page 46
18.To the extent applicable, please revise your disclosure to address how you will use the
proceeds received by the Trust from incidental opportunities to generate additional
returns through, "for example, Airdrops, Staking, Emissions, Hard Forks, lending or
similar network events and activities."
Conflicts of Interest, page 47
19.Please revise this section to address any potential conflicts of interest between the
Trust and Authorized Participants on the one hand, and the Prime Execution Agent,
the Trade Credit Lender and the Trading Counterparties, on the other hand, as
applicable.
Material Contracts, page 51
20.Please revise to disclose the material terms of any agreement you have with the
Sponsor, Prime Execution Agent and Trade Credit Lender, including the term,
termination and indemnification provisions thereof, as applicable. Please also file the
agreements as exhibits to the registration statement.

July 2, 2025
Page 5
Taxation of the Trust, page 53
21.Please reconcile the disclosure that “[a]ssuming that the Trust is currently a grantor
trust for U.S. federal income tax purposes” with the remainder of the discussion in this
section.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lulu Cheng at 202-551-3811 or Irene Paik at 202-551-6553 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:James Audette, Esq.