FORM OF AUTHORIZED PARTICIPANT AGREEMENT Fidelity Wise Origin Bitcoin FundAuthorized Participant Agreement • December 29th, 2023 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Massachusetts
This Authorized Participant Agreement (the “Agreement”) is entered into between Fidelity Distributors Company LLC (the “Distributor”) and [________________________________________and its affiliates] (collectively, the “Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”). The Distributor, the Participant and the Transfer Agent acknowledge and agree that Fidelity Wise Origin Bitcoin Fund (the “Trust”) structured as an exchange-traded commodity fund (the “Fund”) shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. Capitalized terms used but not defined herein are defined in the current prospectus for the Fund (the “Prospectus”).
SECOND AMENDED AND RESTATED TRUST AGREEMENT OF FIDELITY WISE ORIGIN BITCOIN FUND Dated as of December 28, 2023 By and Among FD FUNDS MANAGEMENT LLC DELAWARE TRUST COMPANY and THE SHAREHOLDERS FROM TIME TO TIME HEREUNDERTrust Agreement • December 29th, 2023 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Delaware
This SECOND AMENDED AND RESTATED TRUST AGREEMENT of FIDELITY WISE ORIGIN BITCOIN FUND is made and entered into as of December 28, 2023 (“Trust Agreement”), by and among FD Funds Management LLC, a Delaware limited liability company (“Sponsor”), Delaware Trust Company, a Delaware corporation, as trustee (“Trustee”), and the SHAREHOLDERS from time to time hereunder.
CUSTODIAL SERVICES AGREEMENT Fidelity Wise Origin Bitcoin Fund & Fidelity Digital Asset Services, LLCCustodial Services Agreement • January 8th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers
THIS CUSTODIAL SERVICES AGREEMENT (this “Agreement”) is made on December 8, 2023, (the “Effective Date”), by and between Fidelity Wise Origin Bitcoin Fund (the “Client”), FD Funds Management LLC as sponsor acting on behalf of the Client (the “Sponsor”) and Fidelity Digital Asset Services, LLC (the “Custodian”, and collectively with the Client and the Sponsor, the “Parties,” and each individually, a “Party”).
GENERAL DISTRIBUTION AGREEMENT between FIDELITY WISE ORIGIN BITCOIN FUND and FIDELITY DISTRIBUTORS COMPANY LLCGeneral Distribution Agreement • January 8th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers
AGREEMENT made as of this 7th day of December, 2023, between Fidelity Wise Origin Bitcoin Fund, a Delaware statutory trust having its principal place of business in Boston, Massachusetts (“Issuer”) and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).
SPONSOR AGREEMENTSponsor Agreement • December 29th, 2023 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Delaware
THIS SPONSOR AGREEMENT (the “Agreement”), dated as of December 14, 2023, is made by and between FD Funds Management LLC, a Delaware limited liability company (“Sponsor”), and Fidelity Wise Origin Bitcoin Fund, a statutory trust organized under the laws of Delaware (the “Trust”).
CUSTODIAN AGREEMENTCustodian Agreement • December 29th, 2023 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers
ADMINISTRATION AGREEMENTAdministration Agreement • January 8th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Massachusetts
This Administration Agreement (“Agreement”) dated as of December 8, 2023, is by and among FD Funds Management LLC, as sponsor (“Sponsor”) on behalf of each entity listed on Appendix “A” hereto (each, a “Fund”), Fidelity Service Company, Inc., a Massachusetts corporation (the “Administrator”), and the Sponsor on its own behalf solely with respect to Sections 3 and 4 hereof.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • January 8th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Massachusetts
THIS AGREEMENT is made as of the 28 day of December, 2023, by and among State Street Bank and Trust Company (“State Street” or the “Transfer Agent”) and FD Funds Management LLC, as sponsor (“Sponsor”) on behalf of each of the Companies Listed on Appendix A hereto, as the same may be amended from time to time (each a “Company” and collectively the “Companies”), and the Sponsor on its own behalf solely with respect to Section 2 hereof.
FEE WAIVER AGREEMENTFee Waiver Agreement • January 9th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers • Delaware
THIS FEE WAIVER AGREEMENT (this “Agreement”) is entered into between Fidelity Wise Origin Bitcoin Fund, a Delaware statutory trust (the “Trust”), and FD Funds Management LLC, a Delaware limited liability company (the “Sponsor”), as of January 9, 2024.
ACCESSION AGREEMENTAccession Agreement • December 29th, 2023 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers
This Accession Agreement (this “Accession Agreement”) is entered into as of December [26], 2023 by the undersigned (the “New Company”), pursuant to the terms of that certain Custodian Agreement dated as of December 11, 2009 (as amended, restated and/or modified from time to time, the “Agreement”) by and among STATE STREET BANK AND TRUST COMPANY (the “Custodian”) and those funds, investment vehicles and other entities set forth on Appendix A thereto, severally and not jointly (each such entity, a “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Accession Agreement, the New Company hereby agrees (a) to become bound by all of the terms and conditions and provisions of the Agreement as a Company and (b) adopts the Agreement with the same force and effect as if the New Company were originally a party thereto.
ACCESSION AGREEMENTAccession Agreement • January 8th, 2024 • Fidelity Wise Origin Bitcoin Fund • Commodity contracts brokers & dealers
This Accession Agreement (this “Accession Agreement”) is entered into as of December 28, 2023 by the undersigned (the “New Company”), pursuant to the terms of that certain Custodian Agreement dated as of December 11, 2009 (as amended, restated and/or modified from time to time, the “Agreement”) by and among STATE STREET BANK AND TRUST COMPANY (the “Custodian”) and those funds, investment vehicles and other entities set forth on Appendix A thereto, severally and not jointly (each such entity, a “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Accession Agreement, the New Company hereby agrees (a) to become bound by all of the terms and conditions and provisions of the Agreement as a Company and (b) adopts the Agreement with the same force and effect as if the New Company were originally a party thereto.
