SecProbe.io

July 3, 2025
Cynthia Lo Bessette
President
Fidelity Solana Fund
c/o FD Funds Management LLC
245 Summer Stree V13E
Boston, MA 02210
Re:Fidelity Solana Fund
Registration Statement on Form S-1
Filed June 13, 2025
File No. 333-288046
Dear Cynthia Lo Bessette:
            We have reviewed 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-1
General
1.To the extent that you intend to use a fact sheet, please provide us a copy for our
review.
2.When available, please revise to identify Authorized Participant(s) that have signed an
Authorized Participant Agreement.
3.We note your disclosure that you intend to implement a staking program. Please
revise to provide a materially complete description of your planned staking program,
policies and procedures.
We note your disclosure that the Trust's investment objective is to seek to track the
performance of "SOL", as measured by the performance of Fidelity Solana Reference
Rate, adjusted for the Trust's expenses and other liabilities. We also note your 4.

July 3, 2025
Page 2
disclosure that the Trust's NAV will reflect the amount of SOL the Trust is entitled to
under its staking activities after deduction of accrued but unpaid Staking Fee. Please
revise to clarify whether your plans to earn rewards by staking a portion of your SOL
are part of your investment objective.
Prospectus Summary, page 1
5.Please revise to disclose the percentage of the Trust's SOL to be staked.
SOL Staking Activities, page 3
6.Please revise to include the material terms of any agreements with Staking Providers,
identify the Staking Providers and summarize the responsibilities and duties of
the Staking Providers. In describing your staking program, please disclose how and
when rewards from staking will be shared, distributed, or added to the assets of the
Trust and how this will work.  Please also disclose any policies with respect to the use
of proceeds from staking rewards and quantify the portion of staking rewards that all
involved parties will receive. Please also refer to Item 601(b)(10) of Regulation S-K
and file your material agreement(s) with Staking Providers as an exhibit to your
registration statement.
7.We note your disclosure throughout that "as part of the 'activating' and
'exiting' processes of SOL staking, any staked SOL will be inaccessible for a period of
time determined by a range of factors, resulting in certain liquidity risks that the
Sponsor will manage." We also note your disclosure on page 33 that unstaking can
take "between hours, weeks or months to complete," which can result in "certain
liquidity risk to the Trust, which the Sponsor will seek to manage through a range of
risk management methods." Please revise to disclose with specificity the bonding and
unbonding periods associated with staking SOL, discuss how they affect liquidity and
disclose the material terms of any policies and procedures you have in place to
manage liquidity in this regard.
SOL, SOL Markets and Regulation of SOL, page 12
8.Where appropriate, please expand your disclosure to also address any planned
material updates to the Solana Network.
Market Participants
Validators, page 17
9.Please revise to expand your explanation of how the reward system for SOL
validators works, including but not limited to:
•How the staking rewards are calculated;
•The historical range of rewards due to differing levels of network congestion; and
•The reward frequencies.

July 3, 2025
Page 3
Risk Factors
Risks Associated with SOL and the Solana Network
Possible illiquid markets may exacerbate losses or increase, page 32
10.To provide context for this risk, please provide quantitative disclosure discussing the
size and liquidity of the Solana market, and compare the size and liquidity of the
Solana market to that of crypto assets that underlie other currently available exchange
traded products.
Risks Associated with Investing in the Trust, page 44
11.We note your disclosure on page 78 that the Trust Agreement can be amended by the
Sponsor in its sole discretion and without the Shareholders' consent. Please revise to
include related risk factor disclosure.
12.We note your disclosure on page 107 regarding the exclusive forum provision. Please
add a risk factor regarding the exclusive forum provision, clearly describing any risks
or other impacts on Shareholders and addressing any uncertainty about enforceability.
13.Please add risk factor disclosure regarding the possibility that the Trust could become
unable to timely meet excessive redemption requests in amounts that are greater than
the portion of the Trust's SOL that remains un-staked, to the extent applicable. In
addition, under an appropriately captioned heading, please describe your policies and
procedures with respect to a run on redemptions.
The Trust and SOL Prices
Description of the Index Construction and Maintenance, page 69
14.Please describe the material terms of any license agreement that the Index
Provider and the Sponsor have entered into relating to the use of the Index, including
the obligations of each party and the term and termination provisions. Please also file
the agreement as an exhibit to your registration statement if required by Item 601 of
Regulation S-K.
Calculation of NAV, page 73
15.We note your disclosure on page 73 that "[t]he pause after 4:00 p.m. EST provides an
opportunity for the Sponsor to algorithmically detect, flag, investigate,
and correct unusual pricing should it occur." Please discuss how any such correction
would impact the Pricing Benchmark and/or NAV.
The Trust's Service Providers, page 79
We note that the Trust expects to use SOL trading counterparties when it buys or sells
SOL. Please revise to:
•Identify the SOL trading counterparties with whom the Sponsor has entered into
an agreement;
•Describe the approval process of the SOL trading counterparties, including any
specific criteria for engagement as a SOL trading counterparty such as whether
the SOL trading counterparty may be an affiliate of the Trust and/or Sponsor;
and  16.

July 3, 2025
Page 4
•Disclose the material terms of any agreement you have with the SOL trading
counterparties, including whether and to what extent there will be any contractual
obligations on the part of the SOL trading counterparties to participate in cash
orders for creations or redemptions.
Use of Proceeds, page 95
17.We note your disclosure that deposits of SOL will be held by the Custodian until "(i)
transferred out or sold in connection with the redemption of Baskets or (ii) transferred
or sold by the Sponsor to pay fees due to the Sponsor or Trust expenses and liabilities
not assumed by the Sponsor." Please revise your disclosure to clarify whether deposits
of SOL will be used for staking and how you will use the proceeds received by the
Trust from staking.
United States Federal Income Tax Consequences, page 116
18.We note that your discussion of tax consequences is based on the assumption that the
Fund will be treated as a grantor trust for U.S. federal income tax purposes. Please
revise to provide an opinion as to the tax consequences and describe the reasons for
and level of any uncertainty associated with grantor trust status. In addition, please
revise this section and your risk factors to address the tax consequences of the Fund's
staking program.
            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 Kate Tillan at 202-551-3604 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please contact Irene Paik at 202-551-6553 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, Esq.,