SEC Comment Letter 0000000000-24-007996 to Fidelity Ethereum Fund (FETH)
Fidelity Ethereum Fund
Date: July 15, 2024 · CIK: 0002000046 · Accession: 0000000000-24-007996
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File numbers found in text: 333-278249
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July 15, 2024
Cynthia Lo Bessette
President
Fidelity Ethereum Fund
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, Massachusetts 02210
Re:Fidelity Ethereum Fund
Amendment No. 4 to Registration Statement on Form S-1
Filed July 8, 2024
File No. 333-278249
Dear Cynthia Lo Bessette:
We have reviewed your amended registration statement and have the following comment.
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. Unless we note otherwise,
any references to prior comments are to comments in our June 28, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
The Trust's Service Providers
Ether Trading Counterparties, page 78
1.We note the revisions you made in response to prior comment 5. Please tell us
whether the Trust has entered into an agreement with any ether trading counterparty who
has not consented to be identified as such in this Prospectus. Additionally, if the Trust has
entered into an agreement with such an entity, please revise to identify that entity or tell
us why you are not required to do so.
July 15, 2024
Page 2
Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Morrison C. Warren