Exhibit 97.1
Fidelity Wise Origin Bitcoin Fund
Compensation Recovery Policy
I. Purpose
The purpose of this policy (this “Recovery Policy) is to establish a framework for the potential recovery of erroneously awarded Incentive-Based Compensation in the event that Executive Officers of the Fidelity Wise Origin Bitcoin Fund (the “Trust”) are granted such compensation in the future. This Recovery Policy is applicable only to the Executive Officers of the Trust, and only to the extent such Executive Officers receive Incentive-Based Compensation from the Trust. For the avoidance of doubt, the Trust does not currently pay and does not expect to pay Incentive-Based Compensation and therefore this Recovery Policy is not currently applicable. In addition, this Recovery Policy does not apply to any compensation arrangement between any officer (whether or not an Executive Officer of the Trust), and any person or entity other than the Trust, including FD Funds Management LLC (“FDFM”), the Sponsor of the Trust. The Trust has no employees, officers or directors, however, certain officers of the Sponsor may from time to time serve in a policy-making function for the Trust and therefore may be deemed Executive Officers (as defined below) of the Trust subject to this Recovery Policy to the extent such Executive Officers were awarded Incentive-Based Compensation by the Trust.
As of the adoption date of this Recovery Policy, the Trust neither awards any Incentive-Based Compensation to nor does it have any compensation arrangement with any individual. However, the Trust is adopting this Recovery Policy in order to comply with the applicable Rules of the Cboe BZX (the “Exchange”) (and any other securities exchange on which the Trust’s interests are listed in the future), which such Recovery Policy will only apply in the event an Executive Officer of the Trust is awarded any Incentive-Based Compensation that is paid by the Trust.
II. Formal Citation of the Rule
Cboe BZX Rule 14.10(k), adopted in accordance with Rule 10D-1 under the Exchange Act
III. Responsible Compliance Officer
Fidelity Digital Asset Management (“FDAM”) Compliance Officer
IV. Policy and Procedures
This Recovery Policy applies to all Executive Officers of the Trust (see Section V - Scope & Definitions) and outlines the procedures and principles that would be followed in the event of such compensation being awarded by the Trust in the future.
FDFM, as Sponsor of the Trust, commits to promptly recover erroneously awarded Incentive-Based Compensation paid by the Trust. FDFM will initiate a recovery process in the event the Trust is obligated to prepare an accounting restatement due to material noncompliance with securities laws, encompassing corrections of material errors in previously issued financial statements or addressing errors that would result in a material misstatement if uncorrected in the current period.
FDFM will adhere to the below subsequent recovery steps in the event there is a need to recover erroneously awarded compensation:
FDFM will initiate the recovery process promptly upon the discovery of errors or violations and work towards recovering the amount within a reasonable timeframe. As part of the repayment mechanism, the recovered amount may be deducted from future Incentive-Based Compensation or any other compensation due to the Executive Officer. In cases where recovery through future compensation is not feasible, the officer may be obligated to repay the amount directly to the Trust or FDFM, as applicable.
FDFM will communicate the recovery action to shareholders, regulatory bodies, and other stakeholders as required by applicable laws and regulations. Transparency will be maintained to the extent permitted by law. The Trust will file all disclosures with respect to the Recovery Policy in accordance with the requirements of the Federal securities laws, including any disclosure required by the applicable regulatory filings.
FDFM will review this policy periodically and make any necessary amendments to comply with changes in regulations or best practices.
From time to time, Asset Management Treasurer’s Office will monitor for any Incentive Based Compensation paid by the Trust and will notify FDAM Compliance of any such compensation.
V. Scope and Definitions
(a) After beginning service as an Executive Officer of the Trust;
(b) Who served as an Executive Officer of the Trust at any time during the performance period for that Incentive-Based Compensation;
(c) While the Trust has a class of securities listed on a national securities exchange or a national securities association; and
(d) During the three completed fiscal years immediately preceding the date that the Trust is required to prepare an accounting restatement as described in paragraph (k)(1) of Cboe Rule 14.10. In addition to these last three completed fiscal years, this Recovery Policy applies to any transition period (that results from a change in the Trust’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the Trust’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months is be deemed a completed fiscal year. The Trust’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
VI. Attachments
None