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UPLOAD Filing

Fidelity Ethereum Fund
Date: June 26, 2025 · CIK: 0002000046 · Accession: 0000000000-25-006676

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File numbers found in text: 333-278249

Date
June 26, 2025
Author
Division of
Form
UPLOAD
Company
Fidelity Ethereum Fund

Letter

Re: Fidelity Ethereum Fund Post-Effective Amendment No. 1 to Registration Statement on Form S-1 Response dated June 18, 2025 File No. 333-278249 Dear Cynthia Lo Bessette:

June 26, 2025

Cynthia Lo Bessette President Fidelity Ethereum Fund 245 Summer Street V13E Boston, MA 02210

We have reviewed your June 18, 2025 response letter 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 the 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 4, 2025 letter.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1 General

1. We note your response to prior comment 1. Please revise your registration statement to disclose the identities of your current Authorized Participants and Ether Trading Counterparties. June 26, 2025 Page 2

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.

Please contact Irene Paik at 202-551-6553 or David Gessert at 202-551-2326 with any questions.

Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets
cc: Morrison C. Warren, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Cynthia Lo Bessette
President
Fidelity Ethereum Fund
245 Summer Street V13E
Boston, MA 02210

 Re: Fidelity Ethereum Fund
 Post-Effective Amendment No. 1 to
 Registration Statement on Form S-1
 Response dated June 18, 2025
 File No. 333-278249
Dear Cynthia Lo Bessette:

 We have reviewed your June 18, 2025 response letter 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 the 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 4, 2025
letter.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1
General

1. We note your response to prior comment 1. Please revise your
registration
 statement to disclose the identities of your current Authorized
Participants and Ether
 Trading Counterparties.
 June 26, 2025
Page 2

 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.

 Please contact Irene Paik at 202-551-6553 or David Gessert at
202-551-2326 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Morrison C. Warren, Esq.
</TEXT>
</DOCUMENT>