SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Fidelity Ethereum Fund
 245 Summer Street V13E Boston,
Massachusetts 02210 July 31, 2025
 VIA EDGAR CORRESPONDENCE Securities and Exchange
Commission 100 F Street, N.E. Washington, DC 20549

 Re:
 Fidelity ® Ethereum Fund
 Ladies and Gentlemen: The undersigned, Fidelity ® Ethereum Fund (the “ Registrant ”), pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission (the
“ Commission ”) under the Securities Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of Post-Effective Amendment No. 2 to the Registrant’s Registration
Statement on Form S-1 (Registration No. 333-278249), filed on July 21, 2025, so that the same may become effective at 4:00 p.m. Eastern Time on July 31,
2025 or as soon thereafter as practicable. [T HE REMAINDER OF THIS
 PAGE IS INTENTIONALLY LEFT BLANK ]

 FD Funds Management LLC,

 Sponsor of the Fidelity ® Ethereum Fund

 By:

 /s/ Cynthia Lo Bessette

 Name: Cynthia Lo Bessette

 Title: President

CORRESP
 1
 filename1.htm

 CORRESP

 Morrison C. Warren
 Partner

 Chapman and Cutler LLP
 320 South Canal Street, 27th Floor
 Chicago, Illinois 60606
 T 312.845.3000 D 312.845.3484
 F 312.451.2366 warren@chapman.com
 July 21, 2025
 V IA EDGAR C ORRESPONDENCE
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:

 Fidelity Ethereum Fund

 File No. 333-278249

 Dear Ms. Paik and Mr. Gessert:
 This letter responds to your additional comments regarding the post-effective amendment to the registration statement filed on Form S-1 for the Fidelity Ethereum Fund (the “Trust” ) with the Staff of the Securities and Exchange Commission (the “Staff” ) on May 23, 2025 (the “Registration
Statement” ). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
 C OMMENT 1 – G ENERAL
 The Staff notes your response to prior comment 1. Please revise your registration statement to disclose the identities of your current
Authorized Participants and Ether Trading Counterparties. R ESPONSE TO C OMMENT 1
 The disclosure has been revised in accordance with the Staff’s comment.
 * * * * * * * * 

 United States Securities and Exchange Commission
 Division of Corporation Finance July 21, 2025
 Page 2
 Please call me at (312) 845-3484 if you have any
questions or issues you would like to discuss regarding these matters.

 Sincerely yours,

 C HAPMAN AND C UTLER LLP

 By:

 /s/ Morrison C. Warren

 Morrison C. Warren

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<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>

CORRESP
 1
 filename1.htm

 CORRESP

 Morrison C. Warren Partner

 Chapman and Cutler LLP 320 South Canal
Street, 27th Floor Chicago, Illinois 60606
 T 312.845.3000 D 312.845.3484
 F 312.451.2366 warren@chapman.com
 June 18, 2025
 V IA EDGAR C ORRESPONDENCE
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:
 Fidelity Ethereum Fund
 File No. 333-278249   
 Dear Ms. Paik and Mr. Gessert: This
letter responds to your comments regarding the post-effective amendment to the registration statement filed on Form S-1 for the Fidelity Ethereum Fund (the “Trust” ) with the Staff of the
Securities and Exchange Commission (the “Staff” ) on May 23, 2025 (the “Registration Statement” ). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement. C OMMENT 1 – G ENERAL
 The Staff notes the Trust’s disclosure on pages 89 and 92 that the manner by which creations and redemptions are made is dictated by the
terms of the Authorized Participant Agreement. Please revise to identify the current Authorized Participants that have Authorized Participant Agreements that allow for only cash, only in-kind, and both cash
and in-kind creations and redemptions. In addition, please revise to identify the Trust’s Ether Trading Counterparties and disclose the material terms of the agreements with the Ether Trading
Counterparties. R ESPONSE TO C OMMENT 1
 The Sponsor acknowledges the Staff’s comment to identify the Trust’s current Authorized Participants that have Authorized
Participant Agreements that allow for only cash, only in-kind, and both cash and in-kind creations and redemptions. The Sponsor does not believe the specific identity of
the Trust’s Authorized Participants is material to a prospective Shareholder’s understanding of the Trust’s operations or the risks of an investment in the Trust. Furthermore, such disclosure is not a requirement of either Form S-3 or Form S-1.

 United States Securities and Exchange Commission
 Division of Corporation Finance June 18, 2025
 Page 2
 The Sponsor acknowledges that for new, novel exchange-traded products, lack of participation
by Authorized Participants could lead to, for example, wider spreads on the premium/discount to net asset value of the Shares. However, for a product such as the Trust that has maintained a robust roster of active Authorized Participants, such a
risk is not reasonably foreseeable or expected for the Trust. Furthermore, the Trust’s trading history offers ample evidence that the activities of the Authorized Participants have promoted the Trust’s arbitrage mechanism and led to
significant market liquidity for the Shares. As on June 17, 2025, the 1-month rolling average premium to net asset value of the Shares was only +0.08%, the 30-day
median bid-ask spread was only +0.06%, and the average daily trading volume was over 1,245,137 (equating to approximately $37.2 million). The Sponsor has no reason to believe that Authorized Participant
activity will diminish or that these market indicators would begin to indicate less efficient markets for the Shares. On the contrary, the Sponsor expects the addition of an in-kind creation and redemption
mechanism will be a catalyst for additional Authorized Participants enter into Authorized Participant Agreements with the Trust, thus further supporting market efficiencies.
 Further, the “form of” Authorized Participant Agreement provides Authorized Participants with the flexibility to conduct both cash
and in-kind creations and redemptions. As such, it would be impossible for the Sponsor to predict if a particular Authorized Participant will use only cash, only in-kind
or both cash and in-kind creations and redemptions. In addition, the entry into an Authorized Participant Agreement with the Trust does not obligate an Authorized Participant to create or redeem any minimum
number of Baskets, and an Authorized Participant may elect to not participate at all despite entering into such an agreement. The Sponsor believes that any disclosure to this effect would not be meaningful to an investor and is not indicative of any
future conduct by the Authorized Participants. Therefore, the Sponsor respectfully declines to revise the disclosure as requested by the Staff.
 With respect to identifying the Trust’s Ether Trading Counterparties and disclosing the material terms of the agreements with the Ether
Trading Counterparties, the Sponsor notes this information is not required under either Form S-1 or Form S-3. The Sponsor’s ability to identify and engage Ether
Trading Counterparties on terms beneficial to the Trust is part of the expertise the Sponsor offers in connection with its services to the Trust. Requiring the Trust to identify these arrangements places the Sponsor, and therefore the Trust, at a
competitive disadvantage versus similar products in the market. The Sponsor recognizes that the ability to engage and retain Ether Trading Counterparties on terms favorable to the Trust is essential for the execution of the Trust’s investment
strategy; however, the Sponsor disagrees that identifying such parties by name is material to a potential investor’s understanding of the Trust or its operations. Furthermore, the Registration Statement already includes several representations
about the Trust’s Ether Trading Counterparties that will enable investors to make an informed judgment about the Trust’s Ether

 United States Securities and Exchange Commission
 Division of Corporation Finance June 18, 2025
 Page 3

Trading Counterparties. Accordingly, the Trust respectfully declines to name the Trust’s Ether Trading Counterparties in the Registration Statement.
 ******** Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.

 Sincerely yours,

 C HAPMAN AND C UTLER LLP

 By:

 /s/ Morrison C. Warren

 Morrison C. Warren

<DOCUMENT>
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<TEXT>
 June 4, 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
 Filed May 23, 2025
 File No. 333-278249
Dear Cynthia Lo Bessette:

 We have reviewed your post-effective amendment 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.

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

1. We note your disclosure on pages 89 and 92 that the manner by which
creations and
 redemptions are made is dictated by the terms of the Authorized
Participant
 Agreement. Please revise to identify your current Authorized
Participants that have
 Authorized Participant Agreements that allow for only cash, only in-kind
and
 both cash and in-kind creations and redemptions. In addition, please
revise to identify
 your Ether Trading Counterparties and disclose the material terms of the
agreements
 with the Ether Trading Counterparties.
 June 4, 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>

CORRESP
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CORRESP

 Fidelity Ethereum Fund

245 Summer Street V13E

 Boston,
Massachusetts 02210

 July 18, 2024

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Fidelity Ethereum Fund

Ladies and Gentlemen:

 The undersigned, Fidelity Ethereum Fund
(the “Registrant”), pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby
respectfully requests that the Commission grant acceleration of the effectiveness of Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-278249), filed on July 17, 2024, so that the same may become effective at 4:30 p.m. Eastern Time on July 22, 2024 or as soon thereafter as practicable.

[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

FD Funds Management LLC,

Sponsor of the Fidelity Ethereum Fund

By:

/s/ Cynthia Lo Bessette

Name: Cynthia Lo Bessette

Title:  President

CORRESP
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CORRESP

   

 Morrison C. Warren

 Partner

 Chapman and Cutler LLP

 320
South Canal Street, 27th Floor

 Chicago, Illinois 60606

T 312.845.3000

 D 312.845.3484

F 312.451.2366

 warren@chapman.com

 July 17, 2024 

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Re:

 Fidelity Ethereum Fund

  File No. 333-278249

 Dear Mr. and Ms. Gessert and Berkheimer:

This letter responds to your comments regarding Amendment No. 4 to the registration statement filed on
Form S-1 for the Fidelity Ethereum Fund (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on July 8, 2024 (the
“Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

COMMENT 1 – THE TRUST’S SERVICE PROVIDERS

The Staff notes the revisions the Trust made in response to prior comment 5. Please describe 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 explain why the Trust is
not required to do so.

 RESPONSE TO COMMENT 1

The disclosure has been revised to identify all of the Trust’s ether trading counterparties.

********

Charlotte Chicago New York Salt Lake City San Francisco Washington, DC

 United States Securities and Exchange Commission

Division of Corporation Finance

 July 17, 2024

 Page
 2

 Please call me at (312) 845-3484 if you have any
questions or issues you would like to discuss regarding these matters.

Sincerely yours,

CHAPMAN AND CUTLER LLP

By:

 /s/ Morrison C. Warren

Morrison C. Warren

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

CORRESP
1
filename1.htm

CORRESP

 Morrison C. Warren

 Partner

 Chapman and Cutler LLP

 320 South Canal
Street, 27th Floor Chicago, Illinois 60606

T 312.845.3000

D 312.845.3484

F 312.451.2366

warren@chapman.com

 July 8, 2024

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Re:                Fidelity Ethereum Fund

         File No. 333-278249 

 Dear Mr. and Ms. Gessert and Berkheimer:

This letter responds to your comments regarding Amendment No. 3 to the registration statement filed on
Form S-1 for the Fidelity Ethereum Fund (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on June 21, 2024 (the
“Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

COMMENT 1 – OVERVIEW OF THE TRUST

The Staff notes the revisions the Trust made in response to prior comment 3. Please revise to disclose the specific types of transactions in
which the Trust may need to loan or pledge the Trust’s assets, or to use the Trust’s assets as collateral for any loan or similar arrangement.

RESPONSE TO COMMENT 1

The disclosure has been revised to remove the language referencing exceptions to this representation. Accordingly, we respectfully note that
the Staff’s comment is no longer applicable.

 COMMENT 2 – LIMITS ON ETHER
SUPPLY

 The Trust states as of May 28, 2024, approximately 120.14 million ether were outstanding. There is also
additional disclosure elsewhere in the prospectus as of December 31, 2023 and 2023, generally. Please revise to update this information as of June 30, 2024, or the most recent practicable date.

 United States Securities and Exchange Commission

Division of Corporation Finance

 July 8, 2024

 Page
 2

 RESPONSE TO COMMENT 2

The Registration Statement has been updated with June 30, 2024 data where practicable.

COMMENT 3 – GOVERNMENT OVERSIGHT, THOUGH INCREASING, REMAINS
LIMITED

 Please remove the fourth full paragraph on page 21 as the disclosure lacks the appropriate context for the
referenced statements.

 RESPONSE TO COMMENT 3

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 4 – SPOT MARKETS ON WHICH ETHER TRADES
ARE RELATIVELY NEW AND LARGELY UNREGULATED

 The
Staff notes the use of the term “unregulated” when referring to certain crypto asset trading markets. Please revise to qualify the use of this term by clarifying that such markets may be subject to regulation in a relevant jurisdiction but
may not be complying.

 RESPONSE TO COMMENT 4

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 5 – ETHER TRADING COUNTERPARTIES

The Staff notes the Trust’s response and the revisions made in response to prior comment 17 and the Staff reissues the comment. Please
revise here and in the Summary disclosure to:

•

 Identify any Ether Trading Counterparties with whom the Sponsor has entered into an agreement. Clarify whether
and to what extent any of the Ether Trading Counterparties are affiliated with or have any material relationships with any of the Authorized Participants.

•

 Disclose the material terms of any agreement you have entered into, or will enter into with an Ether Trading
Counterparty, including whether and to what extent there will be any contractual obligations on the part of the Ether Trading Counterparty to participate in cash orders for creations or redemptions.

 United States Securities and Exchange Commission

Division of Corporation Finance

 July 8, 2024

 Page
 3

 RESPONSE TO COMMENT 5

The following disclosure has been added in the referenced section in accordance with the Staff’s comment:

As of July 8, 2024, the Trust has entered into agreements with and received consent to be identified in this Prospectus as an ether
trading counterparty of the Trust from each of JSCT, LLC and Cumberland DRW LLC. JSCT, LLC is an affiliate of Jane Street Capital, LLC, an Authorized Participant of the Trust. The Sponsor is not aware of, nor has it requested any information
relating to, any other affiliation or material relationship between such ether trading counterparties and the Authorized Participants or other service providers of the Trust in executing a transaction in ether with the Trust. The agreements with the
ether trading counterparties provide that once the Sponsor determines based on its execution procedures which counterparty to execute a trade with and the Sponsor has placed a trade with a specific counterparty, that counterparty is contractually
obligated to settle that trade. The ether trading counterparties will have no obligation to participate in cash orders for creations and redemptions. Each of these third parties are, and any other trading counterparty the Trust places orders with
will be, subject to U.S. federal and/or state licensing requirements or similar laws in non-U.S. jurisdictions and maintain practices and policies designed to comply with AML and KYC regulations or similar
laws in non-U.S. jurisdictions.

 ********

 United States Securities and Exchange Commission

Division of Corporation Finance

 July 8, 2024

 Page
 4

 Please call me at (312) 845-3484 if you have any
questions or issues you would like to discuss regarding these matters.

Sincerely yours,

CHAPMAN AND CUTLER LLP

By:

 /s/ Morrison C. Warren

Morrison C. Warren

United States securities and exchange commission logo
June 28, 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. 3 to Registration Statement on Form S-1
June 21, 2024
File No. 333-278249
Dear Cynthia Lo Bessette:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our June 14, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary
Overview of the Trust, page 1
1.We note the revisions you made in response to prior comment 3. Please revise to disclose
the specific types of transactions in which you may need to loan or pledge the Trust's
assets, or to use the Trust’s assets as collateral for any loan or similar arrangement.
Limits on Ether Supply, page 17
2.You state here that as of May 28, 2024, approximately 120.14 million ether were
outstanding. You also include disclosure elsewhere in the prospectus as of December 31,
2023 and 2023, generally. Please revise to update this information as of June 30, 2024, or
the most recent practicable date.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Ethereum Fund
 June 28, 2024 Page 2
 FirstName LastName
Cynthia Lo Bessette
Fidelity Ethereum Fund
June 28, 2024
Page 2
Government Oversight, Though Increasing, Remains Limited, page 20
3.Please remove the fourth full paragraph on page 21 as the disclosure lacks the appropriate
context for the referenced statements.
Spot markets on which ether trades are relatively new and largely unregulated..., page 34
4.We note the use of the term "unregulated" when referring to certain crypto asset trading
markets. Please revise to qualify your use of this term by clarifying that such markets may
be subject to regulation in a relevant jurisdiction but may not be complying.
The Trust's Service Providers
Ether Trading Counterparties, page 78
5.We note your response and the revisions you made in response to prior comment 17 and
we reissue the comment. Please revise here and in your Summary disclosure to:
•Identify any Ether Trading Counterparties with whom the Sponsor has entered into an
agreement. Clarify whether and to what extent any of the Ether Trading
Counterparties are affiliated with or have any material relationships with any of the
Authorized Participants.
•Disclose the material terms of any agreement you have entered into, or will enter into
with an Ether Trading Counterparty, including whether and to what extent there will
be any contractual obligations on the part of the Ether Trading Counterparty to
participate in cash orders for creations or redemptions.
            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

CORRESP
1
filename1.htm

CORRESP

 Morrison C. Warren

 Partner

 Chapman and Cutler LLP

320 South Canal Street, 27th Floor

 Chicago, Illinois 60606

 T 312.845.3000

D 312.845.3484

 F 312.451.2366

warren@chapman.com

 June 21, 2024

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Fidelity Ethereum Fund

File No. 333-278249

Dear Mss. Paik and Berkheimer:

 This letter
responds to your comments regarding Amendment No. 2 to the registration statement filed on Form S-1 for the Fidelity Ethereum Fund (the “Trust”) with the Staff of the Securities and
Exchange Commission (the “Staff”) on May 31, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

COMMENT 1 – GENERAL

To the extent that the Trust intends to use a fact sheet, please provide the Staff with a copy for review.

RESPONSE TO COMMENT 1

The Trust confirms that it does not currently intend to use a fact sheet.

COMMENT 2 – COVER PAGE

Please revise the cover page to state that the Trust will not participate in the proof-of-stake validation mechanism of the Ethereum network (i.e., the Trust will not “stake” its ether) to earn additional ether to seek other means of generating income from its ether
holdings.

 RESPONSE TO COMMENT 2

The Registration Statement has been updated in accordance with the Staff’s comment.

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 21, 2024

 Page
 2

 COMMENT 3 – PROSPECTUS SUMMARY

Please revise the Prospectus Summary to disclose, if true, that:

•

 The Trust, the Sponsor and the service providers will not loan or pledge the Trust’s assets, nor will the
Trust’s assets serve as collateral for any loan or similar arrangement; and

•

 The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment
objective.

 RESPONSE TO COMMENT 3

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 4 – PROSPECTUS SUMMARY

Please revise the Prospectus Summary to disclose, if true, that:

•

 Disclose that the Trust may only conduct cash creations and redemptions and that it would need regulatory
approval to commence in-kind creations and redemptions;

•

 Clarify that the timing of in-kind regulatory approval is unknown and
that there is no guarantee that the Exchange will receive in-kind regulatory approval; and

•

 Disclose how the Trust will inform shareholders if the Exchange receives
in-kind regulatory approval and if the Sponsor chooses to allow in-kind creations and redemptions.

RESPONSE TO COMMENT 4

The following disclosure has been added under the caption “Prospectus Summary – Plan of Distribution” in accordance with the
Staff’s comment:

 As of the date of this Prospectus, the Trust only creates and redeems Shares in exchange for cash. If the Trust were
to create or redeem shares in exchange for ether, the Trust would first need to seek certain regulatory approvals, including an amendment to the Exchange’s listing rules and an amendment to the Trust’s registration statement of which this
Prospectus forms a part. There

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 21, 2024

 Page
 3

can be no guarantee that the Trust will be successful in obtaining such regulatory approvals, and the timing of any such approvals is unknown. If the Trust is successful in obtaining the
necessary regulatory approvals to allow for creations and redemptions in-kind, the Trust will notify Shareholders in a Prospectus supplement and/or a current report on Form
8-K or in its annual or quarterly reports.

 COMMENT 5 – PROSPECTUS
SUMMARY

 The Staff notes the Trust’s references on pages 3 and 46 that “Shareholders may not receive the benefits
of any forks or airdrops” and, on page 69, “Risk factors. – The inability to recognize the economic benefits of a “fork” or an “air drop” could adversely impact an investment in the Trust.” As the Staff is
unable to locate those references, please revise to correct. In addition, please include Prospectus Summary disclosure to clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably
abandon the Incidental Rights or IR Virtual Currency and in the event the Trust seeks to change this position, an application would need to be filed with the SEC by the listing exchange seeking approval to amend its listing rules.

RESPONSE TO COMMENT 5

The references on pages 3 and 46 noted in the Staff’s comment have been corrected to refer to the newly added risk factors “The
inability to recognize the economic benefit of a “fork” or an “air drop” could adversely impact an investment in the Trust.” In addition, the following disclosure has been added to under the caption “Prospectus
Summary – Summary of Risk Factors – Risks Associated with Investing in the Trust”:

 Shareholders of the Trust should not
expect to receive the economic benefit of any “fork” of the Ethereum network or asset “air dropped” to holders of ether. Before the Trust claims any digital asset resulting from a fork in the Ethereum network (other than what the
Sponsor determines to be ether) or any air drop, the Trust would need to seek and obtain certain regulatory approvals, including an amendment to the Trust’s registration statement of which this Prospectus is a part and approval of an
application by the Exchange to amend its listing rules. If such approvals are not obtained, the Sponsor will cause the Trust to irrevocably abandon such digital asset.

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 21, 2024

 Page
 4

 COMMENT 6 – THE TRUST’S
SERVICE PROVIDERS, THE CUSTODIAN

 The Staff notes the Trust’s references
to the Custodian Agreement here and in other contexts where there is discussion around the Trust’s ether custodian. The Custodian Agreement appears to be an agreement with the Cash Custodian. Please revise the disclosure to refer to the
Custodial Services Agreement and update the discussion regarding the Cash Custodian accordingly.

 RESPONSE TO
COMMENT 6

 The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 7 – ETHER, ETHER MARKETS AND REGULATION
OF ETHER

 Please revise to add a discussion of the spot ether markets and ether futures markets.

RESPONSE TO COMMENT 7

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 8 – SUMMARY OF AN ETHER TRANSACTION

The Staff notes the Trust’s disclosure that a “validator must stake 32 ether to become a validator” and that “each 32 ether
that is staked results in issuance of a validatory key pair.” Please expand the disclosure to clarify that staking more ether can increase the numerical chances that a given validator will be randomly selected.

RESPONSE TO COMMENT 8

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 9 – MODIFICATIONS TO THE ETHEREUM PROTOCOL

Please expand the disclosure in this section to describe the planned fork called “Dencun” that the Ethereum network underwent on
March 13, 2024.

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Division of Corporation Finance

 June 21, 2024

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 RESPONSE TO COMMENT 9

The following disclosure has been added in the referenced section in accordance with the Staff’s comment:

On March 13, 2024, the Ethereum network underwent a planned fork called “Dencun” implementing a series of EIPs. EIP 4844, which
some commentators perceive to be the most significant EIP within the Dencun series, is intended to improve the economics of Layer 2s by introducing a temporary storage solution, called Binary Large Objects (“blobs”), which is expected to
reduce the cost of recording batched transactions on the Ethereum Network. Operators of Layer 2 blockchains now have a choice of using two types of data storage: as temporary blob space stored for 4096 epochs (approximately 18 days) or as permanent
smart contract call data. Because the data is pruned from the Ethereum Network new service providers are likely to emerge which store the historical blob data beyond the pruning period. As expected, and immediately following the upgrade, some Layer
2s reported reduced gas fees when batching transactions to the Ethereum network which in turn lowered the transaction costs on the Layer 2. As with any change to software code, planned forks such as Dencun could introduce bugs, coding defects,
unanticipated or undiscovered problems, flaws, security risks, problematic incentive structures, or otherwise fail to work as intended or achieve the expected benefits that proponents hope for in the short term or the long term, which could also
have an adverse effect on adoption of the Ethereum network and the value of ether, and therefore the Shares.

 COMMENT 10 –
RISK FACTORS

 Please add a separately-captioned risk factor addressing the face that the Trust will not stake
the ether it holds, so an investment in the Trust’s shares will not realize the economic benefits of staking.

 RESPONSE
TO COMMENT 10

 The Registration Statement has been updated to include the following risk factor in accordance
with the Staff’s comment:

 The Trust will not directly or indirectly participate in any staking program, and accordingly the
Shareholders will not receive any staking rewards or other income.

 Neither the Trust, nor the Sponsor, nor the Custodian, nor any
other person associated with the Trust will, directly or indirectly, engage in any action where any portion of the Trust’s ether is staked. The Trust’s inability to participate in staking will cause the Trust to not participate in any
opportunity to receive additional ether, rewards or other income.

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Division of Corporation Finance

 June 21, 2024

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 COMMENT 11 – IF A MALICIOUS
ACTOR OR BOTNET OBTAINS CONTROL OF MORE THAN 50% OF THE VALIDATING
STAKE

 The Staff notes the disclosure that “it is believed that certain groups of coordinating or connected ether
holders may together have more than 50% of outstanding ether, which if staked and if the users run validators, would permit them to exert authority over the validation of ether transactions.” Please add a separate risk factor to discuss the
risks of centralization that liquid staking applications, such as Lido, may pose, including that Lido has reportedly controlled around or in excess of 33% of the total staked ether on the Ethereum network.

RESPONSE TO COMMENT 11

The Registration Statement has been updated to include the following risk factor in accordance with the Staff’s comment:

Centralization concerns around a single person or entity controlling a large percentage of the validating stake.

Validators must deposit 32 ether to activate a unique validator key pair that is used to sign block proposals and attestations on behalf of its
stake (i.e., vote on its view of the chain). For every 32 ether deposit that is staked, a unique validator key pair is generated. An application built on the Ethereum network, or a single node operator, can manage many validator key pairs. For
example, Lido, an application that provides a so-called “liquid staking” solution which permits holders of ether to deposit them with Lido, which stakes the ether while issuing the holder a
transferrable token, is reported by some sources to have or have had up to 275,000 validator key pairs (each representing 32 staked ether) divided across over 30 node operators. At times, Lido has reportedly controlled around, or in excess of, 33%
of the total staked ether on the Ethereum network. While it is widely believed that Lido has little incentive to attempt to interfere with transaction finality or block confirmations using its reported 33% stake, since doing so would likely cause
its entire stake to be slashed and thus lost (assuming good actors unaffiliated with Lido controlled the remainder), and also because Lido is believed to not control most of the third party node operators where its ether is staked, and finally since
the occurrence of such

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 June 21, 2024

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manipulation of the Ethereum network’s consensus process by Lido or any other actor would likely cause ether to lose substantial value (which would hurt Lido economically), it nevertheless
poses centralization concerns. If Lido, or a bad actor with a similar sized stake, were to attempt to interfere with transaction finality or block confirmations, it could negatively affect the use and adoption of the Ethereum network, the value of
ether, and thus the value of the Shares.

 COMMENT 12 – VALIDATORS MAY SUFFER
LOSSES DUE TO STAKING, WHICH COULD MAKE THE ETHEREUM NETWORK LESS
ATTRACTIVE

 Please expand this risk factor to also address the risks associated with staking becoming less attractive to
validators, including through the types of sanctions the Ethereum network may impose for validator misbehavior or inactivity.

 RESPONSE
TO COMMENT 12

 The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 13– A TEMPORARY OR PERMANENT “FORK” COULD
ADVERSELY AFFECT THE VALUE OF THE SHARES

In the disclosure providing examples of the impact that hard forks have had on crypto assets, please include quantitative information regarding
the price of the impacted crypto asset immediately before and after the fork.

 RESPONSE TO COMMENT 13

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 14 – SHAREHOLDERS MAY BE ADVERSELY AFFECTED
BY CREATION OR REDEMPTION ORDERS

 Please expand this risk factor
to describe what is deemed as an “emergency” such that the fulfillment of a creation or redemption is not reasonably practicable, and disclose the factors the Sponsor will consider to determine whether the suspension of creations and
redemptions or the postponement of settlement dates are necessary for the protection of the Trust’s Shareholders.

 United States Securities and Exchange Commission

Division of Corporation Finance

 June 21, 2024

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 RESPONSE TO COMMENT 14

The following disclosure has been added in the referenced section in accordance with the Staff’s comment:

When determining whether such an emergency exists, the Sponsor may consider, among other things, the overall impact such emergency has had on
price, volume, volatility and liquidity in ether markets, the Sponsor’s view on the how long such emergency will persist, and the Sponsor’s view on whether such emergency is likely to ease or worsen. An emergency could include situations
where the Trust is unable to transact in ether or where the Trust is unable to value its ether holdings, such as a circumstance where a digital asset trading platform experiences technical failure, power outage, network error or other circumstance
resulting in a market-wide halt to trading, or the Trust is unable to access the ether in the Trust’s ether custody account at the Custodian due to technical or operating issues at the Trust or the Custodian. Such disruptions may have an effect
on overall ether liquidity or cause price spreads of ether to widen, which may have a detrimental effect on the value of the Shares.

COMMENT 15 – ADDITIONAL INFORMATION ABOUT THE TRUST,
TERMINATION OF THE TRUST

 Please clarify whether shareholders will be entitled
to cash or ether upon the termination of the Trust. In addition, if shareholders will be entitled to cash, please explain how the Trust’s ether will be sold in connection with the termination of the Trust.

RESPONSE TO COMMENT 15

The Registration Statement has been updated in accordance with the Staff’s comment.

C

United States securities and exchange commission logo
June 14, 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. 2 to Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-278249
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.
Amendment No. 2 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
Cover Page
2.Please revise the cover page to state that the Trust will not participate in the proof-of-stake
validation mechanism of the Ethereum network (i.e., the Trust will not “stake” its ether) to
earn additional ether or seek other means of generating income from its ether holdings.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Ethereum Fund
 June 14, 2024 Page 2
 FirstName LastName
Cynthia Lo Bessette
Fidelity Ethereum Fund
June 14, 2024
Page 2
Prospectus Summary, page 1
3.Please revise your Prospectus Summary to disclose, if true, that:
•The Trust, the Sponsor and the service providers will not loan or pledge the Trust's
assets, nor will the Trust's assets serve as collateral for any loan or similar
arrangement; and
•The Trust will not utilize leverage, derivatives or any similar arrangements in seeking
to meet its investment objective.
4. Please revise your Prospectus Summary to:
•Disclose that the Trust may only conduct cash creations and redemptions and that it
would need regulatory approval to commence in-kind creations and redemptions;
•Clarify that the timing of in-kind regulatory approval is unknown and that there is no
guarantee that the Exchange will receive in-kind regulatory approval; and
•Disclose how you will inform shareholders if the Exchange receives in-kind
regulatory approval and if the Sponsor chooses to allow in-kind creations and
redemptions.
5.We note your references on pages 3 and 46 that “Shareholders may not receive the
benefits of any forks or airdrops” and, on page 69, “Risk factors – The inability to
recognize the economic benefit of a “fork” or an “air drop” could adversely impact an
investment in the Trust.” As we are unable to locate these references, please revise to
correct. In addition, please include Prospectus Summary disclosure to clarify, if true, that
with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to
irrevocably abandon the Incidental Rights or IR Virtual Currency and in the event the
Trust seeks to change this position, an application would need to be filed with the SEC by
your listing exchange seeking approval to amend its listing rules.
The Trust's Service Providers
The Custodian, page 6
6.We note your references to the Custodian Agreement here and in other contexts where
you discuss the Trust's ether custodian. The Custodian Agreement appears to be an
agreement with the Cash Custodian. Please revise your disclosure to refer to the Custodial
Services Agreement and update your discussion regarding the Cash Custodian
accordingly.
Ether, Ether Markets and Regulation of Ether, page 11
7.Please revise to add a discussion of the spot ether markets and ether futures markets.
Summary of an Ether Transaction, page 14
8.We note your disclosure that a "validator must stake 32 ether to become a validator" and
that "each 32 ether that is staked results in issuance of a validator key pair." Please expand

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Ethereum Fund
 June 14, 2024 Page 3
 FirstName LastName
Cynthia Lo Bessette
Fidelity Ethereum Fund
June 14, 2024
Page 3
your disclosure to clarify that staking more ether can increase the numerical chances that a
given validator will be randomly selected.
Modifications to the Ethereum Protocol, page 17
9.Please expand your disclosure in this section to describe the planned fork called "Dencun"
that the Ethereum network underwent on March 13, 2024.
Risk Factors, page 23
10.Please add a separately-captioned risk factor addressing the fact that the Trust will not
stake the ether it holds, so an investment in the Trust’s shares will not realize the
economic benefits of staking.
If a malicious actor or botnet obtains control of more than 50% of the validating stake, page 30
11.We note your disclosure that "it is believed that certain groups of coordinating or
connected ether holders may together have more than 50% of outstanding ether, which if
staked and if the users run validators, would permit them to exert authority over the
validation of ether transactions." Please add a separate risk factor to discuss the risks of
centralization that liquid staking applications, such as Lido, may pose, including that Lido
has reportedly controlled around or in excess of 33% of the total staked ether on the
Ethereum network.
Validators may suffer losses due to staking, which could make the Ethereum network less
attractive, page 32
12.Please expand this risk factor to also address the risks associated with staking becoming
less attractive to validators, including through the types of sanctions the Ethereum
network may impose for validator misbehavior or inactivity.
A temporary or permanent "fork" could adversely affect the value of the Shares, page 38
13.In your disclosure providing examples of the impact that hard forks have had on crypto
assets, please include quantitative information regarding the price of the impacted crypto
asset immediately before and after the fork.
Shareholders may be adversely affected by creation or redemption orders, page 66
14.Please expand this risk factor to describe what is deemed as an "emergency" such that the
fulfillment of a creation or redemption is not reasonably practicable, and disclose the
factors the Sponsor will consider to determine whether the suspension of creations and
redemptions or the postponement of settlement dates are necessary for the protection of
the Trust's Shareholders.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Ethereum Fund
 June 14, 2024 Page 4
 FirstName LastName
Cynthia Lo Bessette
Fidelity Ethereum Fund
June 14, 2024
Page 4
Additional Information about the Trust
Termination of the Trust, page 74
15.Please clarify whether shareholders will be entitled to cash or ether upon the termination
of the Trust. In addition, if shareholders will be entitled to cash, please explain how the
Trust's ether will be sold in connection with the termination of the Trust.
The Trust's Service Providers, page 76
16.Please disclose whether the Sponsor contemplates utilizing a liquidity provider, such as a
prime broker. If so, please disclose whether a portion of the Trust’s ether may be held
with the liquidity provider and, if so, what portion.
17.We note your references throughout to the Ether Trading Counterparties.  Please revise
here, under an appropriately captioned heading, and in your Summary disclosure to:
•Identify any Ether Trading Counterparties with whom the Sponsor has entered into an
agreement. Clarify whether and to what extent any of the Ether Trading
Counterparties are affiliated with or have any material relationships with any of the
Authorized Participants. Alternatively, clarify, if true, that you are not able to identify
any particular Ether Trading Counterparties at this time.
•Disclose, if known, the material terms of any agreement you have entered into, or
will enter into with an Ether Trading Counterparty, including whether and to what
extent there will be any contractual obligations on the part of the Ether Trading
Counterparty to participate in cash orders for creations or redemptions.
Plan of Distribution
Authorized Participants, page 81
18.Please revise to identify all of the Authorized Participants with which you have an
agreement at the time of effectiveness of the registration statement.
Material Contracts
Custodial Services Agreement
Inspection and Audit Rights, page 100
19.Please provide a brief definition of "SOC 1, Type II audit" and "SOC 2, Type II audit."
            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.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Ethereum Fund
 June 14, 2024 Page 5
 FirstName LastName
Cynthia Lo Bessette
Fidelity Ethereum Fund
June 14, 2024
Page 5
            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 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