Exhibit 10.5.1
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment (“Amendment”) to the Transfer Agency and Service Agreement entered into by and among State Street Bank and Trust Company (“State Street” or the “Transfer Agent”), FD Funds Management LLC, as sponsor (“Sponsor”) on behalf of each of the companies listed on Appendix A to the Agreement (as defined below) (each, a “Company” and collectively the “Companies”), and the Sponsor on its own behalf solely with respect to Section 2 to the Agreement dated and effective as of December 28, 2023 (as amended, modified, or supplemented from time to time, the “Agreement”) is hereby entered into and effective as of May 23, 2024. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties now wish to amend the Agreement as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
In accordance with Section 11 of the Agreement, “Fidelity Ethereum Fund” hereby notifies the Transfer Agent that it (a) wishes to retain the Transfer Agent to render services as transfer agent under the Agreement and (b) adopts the Agreement with the same force and effect as if it were originally a Company thereunder.
The Agreement shall be amended as follows:
| | (a) | Appendix A, List of Companies, is hereby deleted and replaced in its entirety with Appendix A hereto. |
Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
All changes to the Agreement set forth in this Amendment shall be deemed to be effective as of the Amendment effective date. References to the Agreement in other agreements, documents or instruments shall be deemed to refer to the Agreement, as amended hereby. In the event one or more provisions of the Agreement conflict with this Amendment, the provisions of this Amendment shall control.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions.
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