United States securities and exchange commission logo
January 31, 2022
Hunter Horsley
President
Bitwise 10 Crypto Index Fund
300 Brannan Street, Suite 201
San Francisco, CA 94107
Re: Bitwise 10 Crypto
Index Fund
Amendment No. 3 to
Registration
Statement on Form 10
Filed December 23,
2021
File No. 000-56270
Dear Mr. Horsley:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10
General
1. Please note that we
continue to evaluate your responses to comments 3 and 14 and may
have additional
comments.
Business
Activities of the Trust, page 5
2. Your response to
comment 4 suggests that the Trust will no longer engage in staking
activities but your
disclosure on page 6 and throughout indicates that the Trust may
engage in staking
activities. Please revise to clarify whether the Trust will engage in
staking activities. To
the extent that the Trust will continue to do so, please tell us why
you believe that such
activities are consistent with your disclosure that decisions related to
Hunter Horsley
Bitwise 10 Crypto Index Fund
January 31, 2022
Page 2
engaging in staking the Trust's digital assets are consistent with
your disclosure that the
Trust is managed as a passive investment vehicle.
Index, page 9
3. Refer to your response to comment 5. Please revise to disclose why you
believe that you
will have satisfied your Exchange Act reporting obligations in
connection with notifying
investors only of changes to the Index Methodology that result in 10%
or more changes to
the composition of the Index that also result in corresponding changes
to the Trust and not
to other changes such as changes that impact how the Index is
calculated.
Eligibility of Cryptocurrencies, page 13
4. Refer to your response to comment 7. Please clarify what you mean by
the Committee's
determination that a digital asset does "not face undue risk of being
in violation of U.S.
federal securities laws" and whether the only matter the Committee
considers in such
determination is whether the digital asset may be deemed a security
under U.S. federal
securities laws. Similarly, please disclose what you mean by the
Sponsor's determination
regarding whether a Portfolio Crypto Asset "may be at increased risk
of being in violation
of U.S. federal securities laws" and describe the Sponsor's analyses
to make such a
determination.
5. We note your response to comment 8 and we reissue. You state on your
website that the
Fund seeks to track an Index comprised of the 10 most highly valued
cryptocurrencies,
screened and monitored for certain risks, weighted by market
capitalization, and
rebalanced monthly. Given that the Index is made up of the top coins
by market
capitalization, other than those that do not meet the screening
criteria, please include a
table listing the digital assets included in the Index and the digital
assets with larger
market capitalizations than Bitcoin Cash that are not included in the
Index along with a
brief explanation for the reason they are not included in the Index.
Staking Activities, page 18
6. Refer to your response to comment 9. Please revise to clarify, if true,
that in addition to
posting information on your website regarding the Trust's inability to
rebalance its
FirstName LastNameHunter Horsley
holdings in accordance with monthly rebalancing of the Index, there may
be
Comapany NameBitwise
circumstances 10 Crypto
in which Index also
you would Fundhave Exchange Act current or
periodic reporting
Januaryobligations.
31, 2022 Page 2
FirstName LastName
Hunter Horsley
FirstName
Bitwise 10 LastNameHunter
Crypto Index FundHorsley
Comapany
January 31,NameBitwise
2022 10 Crypto Index Fund
January
Page 3 31, 2022 Page 3
FirstName LastName
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.
You may contact William Schroeder at 202-551-3294 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Office Chief, at
202-551-3469
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance