Administration Agreement

Exhibit 10.4

ADMINISTRATION AGREEMENT

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.

WHEREAS, each Fund desires to retain the Administrator to furnish certain administrative services and the Administrator is willing to furnish such services, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

Each Fund hereby appoints the Administrator to act as administrator to it for the purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein.

In the event that any additional entity wishes to retain the Administrator to act as administrator under this Agreement, such entity shall notify the Administrator in writing. Upon written acceptance by the Administrator, such entity(ies) shall become subject to the provisions of this Agreement to the same extent as the existing Funds.

Each Fund will promptly deliver to the Administrator copies of each of the following documents and all future amendments and supplements, if any:

The Administrator shall provide the services listed on Appendix B, attached hereto, subject to the authorization and direction of each Fund and, in each case where appropriate, the review and comment by each Fund’s independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Fund and the Administrator.

The Administrator shall perform such other services for the Fund(s) that are mutually agreed to by the parties from time to time, for which the Sponsor will pay such fees, including the Administrator’s reasonable out-of-pocket expenses, as may be mutually agreed upon. The provision of such services shall be subject to the terms and conditions of this Agreement.

The Administrator shall receive from the Sponsor such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule (the “Fee Schedule”) approved by the parties.

The Administrator is authorized to and may employ, associate or contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement, and the Administrator may delegate its duties hereunder to any affiliate, affiliated joint venture or wholly-owned direct or indirect subsidiary of its parent company; provided, however, that the compensation of any such person or persons shall be paid by the Administrator and that the Administrator shall:

Each Fund authorizes Administrator to accept, rely upon and/or act upon any instructions received by it from an Authorized Person without inquiry. Each Fund is solely responsible for the accuracy and completeness of instructions, their proper delivery to Administrator, for updating such instructions as may be necessary to ensure continued accuracy and completeness, and for monitoring their status. Each Fund will indemnify the Administrator against, and hold Administrator harmless from, any loss, damage, or expense that may be imposed on, incurred by, or asserted against the Administrator as a result of any action or omission taken in accordance with any instruction, except to the extent that such loss, damage, or expense is caused by the negligence, misfeasance or willful misconduct of the Administrator in the manner in which it carries out the instruction.

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The Administrator shall exercise reasonable care, prudence and diligence (the “Standard of Care”) in carrying out all of its duties and obligations under this Agreement, and shall be liable to each Fund only for direct losses suffered or incurred by the such Fund resulting from the failure of the Administrator to exercise the Standard of Care. The Administrator shall be entitled to receive and act upon advice of counsel on all matters. The Administrator shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice of (i) counsel for the applicable Fund or Funds; or (ii) at the expense of the Administrator, counsel to the Administrator; provided however, with respect to the performance of any action or omission of any action upon such advice, the Administrator shall be required to conform to the Standard of Care. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such advice of counsel or to act in accordance with such advice when received.

The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 4, shall have no responsibility for the actions or activities of any other party, including other service providers.

The Administrator shall have no liability in respect of any loss, damage or expense suffered by a Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Funds by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Funds. Unless directly caused by or resulting from, and then only to the extent of, the failure of the Administrator to exercise the Standard of Care, the Administrator shall have no liability for errors of judgment or for any loss or damage resulting from the performance or nonperformance of its duties hereunder.

In providing the Services, Administrator is performing an administrative function for each Fund and is acting solely as agent for the Fund and not as a fiduciary for a Fund, the investment adviser, any shareholder or any other third party with respect to the Services, even if Administrator or an Administrator affiliate separately acts in a fiduciary capacity with respect to a Fund. Each Fund is responsible for determining that the Services are appropriate for the Fund’s use.

Neither a Fund nor the Administrator shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) arising in connection with this Agreement even if advised of the possibility of such damages.

The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.

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Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with any action or omission by the Administrator in the performance of its duties hereunder, or as a result of the Administrator acting upon any instructions reasonably believed by it to have been communicated by an Authorized Person or upon reasonable reliance on information or records given or made by the Fund, provided that this indemnification shall not apply to losses, damages and expenses occasioned by or resulting from the negligence, misfeasance or willful misconduct of the Administrator, its officers, employees or agents as the case may be.

The provisions of this Section 6 shall survive the termination of this Agreement.

Each Fund has informed, in writing, the Administrator whether the assets of any Fund constitute the assets of any Benefit Plan, within the meaning of the Employment Retirement Security Act of 1974 (“ERISA”), and will promptly notify Administrator in writing if it reasonably expects that the assets of any Fund will constitute the assets of any Benefit Plan, within the meaning of ERISA.

Notwithstanding any other provisions contained in this Agreement, each Fund acknowledges that (i) the Services do not constitute investment advice to the Funds or the investment adviser or their respective affiliates; (ii) Administrator and any of its employees, do not exercise any discretion or control with respect to the management or disposition of the assets of the Funds; and (iii) Administrator will not, in any circumstances, be required to undertake any action that could possibly characterize Administrator as a fiduciary, as defined in Section 3(21) of ERISA, of any Fund, Funds, or any Plan whose assets are invested in the Funds (an “ERISA Fiduciary”). Accordingly, each Fund acknowledges and agrees that Administrator is not an ERISA Fiduciary nor will become an ERISA Fiduciary as a result of performing the Services.

Notwithstanding anything herein that may be to the contrary, each Fund agrees to indemnify and hold harmless Administrator from and against any and all loss, damage, or expense which may be imposed on Administrator as a result of any act or omission by Administrator, but only to the extent that such loss, damage, or expense is attributable to the assets of any Fund being deemed to constitute the assets of any Benefit Plan.

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The services of the Administrator are not to be deemed exclusive, and the Administrator shall be free to render similar services to others. The Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Administrator from time to time, have no authority to act or represent a Fund in any way or otherwise be deemed an agent of a Fund.

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The reports and other output from the Services provided by Administrator to each Fund under this Agreement may contain data licensed from third party information providers. Such data is the intellectual property of those information providers and is subject to restrictions on use contained in the license agreement between the information provider and Administrator, which Administrator cannot unilaterally change. Administrator will notify the relevant Fund of any such restrictions that may affect the Fund’s use of the that data to the extent provided herein, and shall use reasonable efforts to notify the Fund if the information provider adds additional restrictions on the use of such data. Each Fund acknowledges that its continued use of such data as provided herein shall constitute the Fund’s acceptance of the revised usage restrictions, provided, however, that any redistribution of such data or information derived therefrom may require a separate license from the relevant information providers.

This Agreement may be amended at any time in writing by mutual agreement of the parties hereto. Appendix “A” may be amended from time to time to add or remove funds from this Agreement by the execution by the parties hereto of a revised Appendix “A”.

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

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Except as specifically provided herein, nothing under this Agreement shall be construed to give any rights or benefits under this Agreement to anyone other than the Administrator and each Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Administrator and each Fund.

Should the Funds exercise their rights under this Agreement, notice is hereby given to Administrator that this Agreement is not executed on behalf of the officers or trustees of any Fund as individuals, and the obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or partners of any Fund individually, but are binding only upon the assets and property of each Fund’s respective portfolios. The Administrator hereby agrees that no shareholder, trustee, officer or partner of any Fund may be held personally liable or responsible for any obligations of any Fund arising out of this agreement. A copy of the declaration of trust or other organizational document of each Fund is on file with the secretary of the state of the Fund’s formation.

This Agreement shall be binding on and shall inure to the benefit of each Fund and the Administrator and their respective successors and permitted assigns.

The Administrator (i) has in place a business continuity/disaster recovery plan (“BCP”) and facilities which, in the event of a disaster affecting the Administrator, will be sufficient to enable the Administrator to resume and continue to perform its obligations under this Agreement without undue delay or disruption; and (ii) shall test its BCP regularly.

This Agreement, including its associated schedules and attachments, if any, contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

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If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions.

The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

ADMINISTRATION AGREEMENT

APPENDIX “A”

Listing of Fund(s)

Dated December 8, 2023

Fidelity Wise Origin Bitcoin Fund

ADMINISTRATION AGREEMENT

APPENDIX “B”