No Management or Control; Limited Liability; Exercise of Rights through an Authorized Participant. The Shareholders shall not participate in the management or control of the Trust nor shall they enter into any transaction on behalf of the Trust or have the power to sign for or bind the Trust, said power being vested solely and exclusively in the Sponsor. Except as provided in Section 7.3 hereof, no Shareholder shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Trust in excess of its Percentage Interest of the Trust Estate. Except as provided in Section 7.3 hereof, each Share owned by a Shareholder shall be fully paid and no assessment shall be made against any Shareholder. No salary shall be paid to any Shareholder in its capacity as a Shareholder, nor shall any Shareholder have a drawing account or earn interest on its Percentage Interest of the Trust Estate. By the purchase and acceptance or other lawful delivery and acceptance of Shares, each owner of such Shares shall be deemed to be a Shareholder and beneficiary of the Trust and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Trust Agreement.
No Management or Control; Limited Liability; Exercise of Rights through an Authorized Participant. 30 SECTION 7.2 Rights and Duties 30 SECTION 7.3 Limitation of Liability 31 SECTION 7.4 Derivative Actions 31 SECTION 7.5 Appointment of Agents 32 SECTION 7.6 Business of Shareholders 32 SECTION 7.7 Authorization of Prospectus 32 ARTICLE VIII BOOKS OF ACCOUNT AND REPORTS 33 SECTION 8.1 Books of Account 33 SECTION 8.2 Annual Updates, Quarterly Updates and Account Statements 33 SECTION 8.3 Tax Information 33 SECTION 8.4 Calculation of Ether Holdings 34 SECTION 8.5 Maintenance of Records 34 ARTICLE IX FISCAL YEAR 34 SECTION 9.1 Fiscal Year 34 ARTICLE X AMENDMENT OF TRUST AGREEMENT; MEETINGS 34 SECTION 10.1 Amendments to the Trust Agreement 34 SECTION 10.2 Meetings of the Trust 35 SECTION 10.3 Action Without a Meeting 36 ARTICLE XI TERM 36 SECTION 11.1 Term 36 ARTICLE XII TERMINATION 36 SECTION 12.1 Events Requiring Dissolution of the Trust 36 SECTION 12.2 Distributions on Dissolution 38 SECTION 12.3 Termination; Certificate of Cancellation 38 ARTICLE XIII MISCELLANEOUS 39 SECTION 13.1 Governing Law 39 SECTION 13.2 Provisions In Conflict With Law or Regulations 39 SECTION 13.3 Merger and Consolidation 40 SECTION 13.4 Construction 40 SECTION 13.5 Notices 40 SECTION 13.6 Counterparts; Electronic Signatures 41 SECTION 13.7 Binding Nature of Trust Agreement 41 SECTION 13.8 No Legal Title to Trust Estate 41 SECTION 13.9 Creditors 41 SECTION 13.10 Integration 42 SECTION 13.11 Goodwill; Use of Name 42 SECTION 13.12 Patriot Act Compliance 42 SECTION 13.13 Corporate Transparency Act 42 EXHIBIT A — Form of Certificate of Trust of Fidelity Ethereum Fund FIDELITY ETHEREUM FUND FIRST AMENDED AND RESTATED TRUST AGREEMENT This FIRST AMENDED AND RESTATED TRUST AGREEMENT of FIDELITY ETHEREUM FUND is made and entered into as of June 3, 2024 (“Trust Agreement”), by and among FD Funds Management LLC, a Delaware limited liability company (“Sponsor”), CSC Delaware Trust Company, a Delaware corporation, as trustee (“Trustee”), and the SHAREHOLDERS from time to time hereunder.
