Correspondence 0001213900-25-049230 from Bitwise Funds Trust (CIK 0001928561)
Bitwise Funds Trust (CIK 0001928561)
Date: May 30, 2025 · CIK: 0001928561 · Accession: 0001213900-25-049230
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File numbers found in text: 333-264900, 811-23801
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CORRESP
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Richard J. Coyle
Partner
320 South Canal Street
Chicago, Illinois 60606
T 312.845.3724
rcoyle@chapman.com
May 30, 2025
VIA EDGAR CORRESPONDENCE
Ashley Vroman-Lee
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re:
Bitwise Funds Trust
File Nos. 333-264900; 811-23801
Dear Ms. Vroman-Lee:
This letter responds to your
comments delivered telephonically regarding the registration statement filed on Form N-1A for Bitwise Funds Trust (the “Registrant”)
with the staff of the Securities and Exchange Commission (the “Staff”) on March 26, 2025 (the “Registration
Statement”). The Registration Statement relates to the Bitwise GME Option Income Strategy ETF, a series of the Registrant. Capitalized
terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
Comment
1 – General
The Staff reminds the Registrant
and its management that they are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action
or absence of action by the Staff. Where a comment is made in one location, it is applicable to all similar disclosures appearing elsewhere
in the Registration Statements. Please ensure that corresponding changes are made to any similar disclosure.
Response
to Comment 1
The Registrant confirms that
corresponding changes made in response to the Staff’s comments have been made to any similar disclosure throughout the Registration
Statements and that it will provide the Staff with a response letter in the form of correspondence at least five business days before
effectiveness. The Registrant will indicate in its responses if the revisions only apply to certain of the Funds.
Comment 2 – Fees and Expenses of the Fund
Please confirm that the expense
waiver in the fee table will be in effect for at least one year from the date the Registration Statement becomes effective. Please also
amend the footnote to state that only the Fund’s Board of Trustees is authorized to terminate or amend the expense waiver reimbursement
agreement during the one-year period.
Response to Comment 2
Pursuant to the Staff’s
comment, the referenced disclosure has been revised as set forth below.
The Fund’s investment
adviser has contractually agreed to waive its advisory fees and/or assume as its own expense certain expenses otherwise payable by the
Fund to the extent necessary to ensure that total annual fund operating expenses (excluding brokerage commissions and other expenses connected
with the execution of portfolio transactions, acquired fund fees and expenses, taxes, interest, and extraordinary expenses) do not exceed
0.95% of average daily net assets until June 9, 2027. This Agreement may only be terminated by action of the Trust’s Board of Trustees,
on behalf of the Fund, at any time and by the Fund’s investment adviser after June 9, 2027 upon sixty (60) days’ written notice
to the Fund.
Comment 3 – Principal Investment Strategies
The Staff notes that the disclosure
lists “retailing” as the GME “assigned industry group,” whereas the “Investment Objective and Policies”
section of the “Statement of Additional Information” lists “diversified financials” as the assigned industry group.
Please ensure that reference to the GME “assigned industry group” is consistent throughout the Registration Statement.
Response to Comment 3
The Registrant confirms that
the SAI has been updated to list “retailing” as the assigned industry group.
Comment 4 – Principal Investment Strategies
In supplemental correspondence,
please advise the Staff which broad-based market index the Bitwise GME Option Income Strategy ETF proposes to use for the purpose of performance.
Response to Comment 4
The Registrant expects the
broad-based index for the Funds to be the S&P 500 Index.
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Comment 5 – Part C
The Staff notes that “Part
C” of the Registration Statement currently provides the Form of Authorized Participant (“AP”) Agreement. Please provide
the final, fully executed agreement.
Response to Comment 5
The Registrant respectfully
declines to update the exhibit as requested by the Staff. The Registrant has reached the same conclusion as other industry participants
in determining that the disclosure of individual AP Agreements is impractical given the number of current, and potentially future, AP
arrangements. The Registrant believes that the “Form of Authorized Participant Agreement” is sufficient for purposes of the
disclosure as it does not materially differ from the individual AP Agreements.
* * * * * * * *
Please call me at (312) 845-3724
if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler LLP
By:
/s/ Richard J. Coyle
Richard J. Coyle
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