MARKETING AGENT AGREEMENT
Exhibit 10.1
MARKETING AGENT AGREEMENT
THIS AGREEMENT is made and entered into as of February 2, 2026, and is effective as of December 31, 2025 (the “Effective Date”). This Agreement is by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each applicable entity identified in Exhibit B hereto, severally and not jointly (each, a “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”).
WHEREAS, the Trust is a statutory trust organized under the laws of the State of Delaware;
WHEREAS, the Trust filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Trust under the Securities Act of 1933, as amended (the “1933 Act”);
WHEREAS, the Trust intends to create and redeem shares of beneficial interest in the Trust (the “Shares”) only in creation unit aggregations (“Creation Unit”) on a continuous basis, and list the Shares on one or more national securities exchanges;
WHEREAS, the Sponsor desires to retain ACA Foreside to provide certain services in connection with the offering of the Shares (as amended from time to time);
WHEREAS, ACA Foreside is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”);
WHEREAS, the Sponsor desires to retain ACA Foreside to provide certain services to the Trust; and
WHEREAS, ACA Foreside is willing to provide certain services for the Trust on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
ACA ▇▇▇▇▇▇▇▇ agrees to serve as the marketing agent of the Trust on the terms and for the period set forth in this Agreement.
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Wherever they are used herein, the following terms have the following respective meanings:
“Prospectus” means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time;
“Registration Statement” means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act, as such registration statement is amended by any amendments thereto at the time in effect;
All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.
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As compensation for the services performed by ACA Foreside under this Agreement, Trust shall pay to ACA Foreside the fees and expenses set forth in Exhibit A hereto (as amended from time to time).
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Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.
Neither party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster); action or inaction of civil or military authority; acts of foreign enemies; war; terrorism; riot; insurrection; sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or malfunction of utilities, transportation, computer or communications capabilities, and the other party shall have no right to terminate this Agreement in such circumstances.
During the term of this Agreement, ACA Foreside and the Trust may have access to non-public confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means non-public or proprietary information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes non-public or proprietary information that may be financial information, proposals and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of
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their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except (i) as required in the course of this Agreement, (ii) as provided by the other party, or (iii) as required by applicable law, rule, or regulation or (iv) in response to (A) a routine self- regulatory examination or (B) a request for information directed at the receiving party. In the event Distributor becomes aware of critical vulnerabilities in any of its proprietary system(s) in which the Trust’s data is stored or through which the Trust’s data can be accessed, Distributor will use commercially reasonable efforts to mitigate material risks related to such vulnerabilities within 30 days or as promptly thereafter as reasonably practicable.
Any notice required or permitted to be given hereunder by either party to the other shall be deemed sufficiently given if in writing and personally delivered or sent by electronic mail, or registered, certified or overnight mail, postage prepaid, addressed by the party giving such notice to the other party at the address furnished below unless and until modified by ACA Foreside or the Trust, as the case may be. Notice shall be given to each party at the following address, as amended from time to time:
(i) To ACA Foreside: |
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Foreside Fund Services, LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Legal Department Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇-▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ |
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If to the Sponsor and/or the Trust: |
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Except as differently stated below to: Bitwise Investment Advisers, LLC ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Legal Department
Invoices and any billing related Notices shall be sent to: |
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Bitwise Investment Advisers, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
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ACA Foreside and the Trust agree that in the course of ACA Foreside’s services that ACA Foreside may need information from time to time from the transfer agent (“Transfer Agent”) as depicted below. The Trust shall promptly notify ACA Foreside in writing of any changes to the Transfer Agent or its contact information.
Transfer Agent:
THE BANK OF NEW YORK MELLON
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
New York, New York 10286
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be binding upon and inure to the benefit of the parties hereto and their respective successors. This Agreement shall be construed as if drafted jointly by both ACA Foreside and the Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. This Agreement may be executed by the parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same document. Nothing herein contained shall prevent ACA Foreside from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles. This Agreement has been negotiated and executed by the parties in English. In the event any translation of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
Foreside Fund Services, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
Bitwise Investment Advisers, LLC, Sponsor, for and on behalf of each Trust listed on Exhibit B
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
Title: Vice President
Exhibit B
Trust Name
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Bitwise 10 Crypto Index Fund
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Bitwise Bitcoin ETF
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Bitwise Dogecoin ETF
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Bitwise Ethereum ETF
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Bitwise Solana ETF
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Bitwise XRP ETF
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1st AMENDMENT TO
This 1st Amendment (this “Amendment”) is entered into as of May 4, 2026 (the “Signing Date”) and effective as of the date specified in Exhibit A to this Amendment with respect to the relevant Trust, or if no such date is specified therein, the Signing Date (the “Effective Date”), by and between:
Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”); and
Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each Trust identified in the Agreement, severally and not jointly.
ACA Foreside and Sponsor are each referred to herein as a “Party,” and collectively as the “Parties.”
WHEREAS, the Parties entered into that certain Marketing Agent Agreement, dated as of February 2, 2026 and effective as of December 31, 2025 (as previously amended, supplemented, or otherwise modified, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Amendments to the Agreement.
(a) Exhibit B: Trust Name of the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto and incorporated herein by reference.
3. Miscellaneous.
(a) Continued Effect. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. From and after the Effective Date, any reference to the Agreement shall be deemed a reference to the Agreement as amended by this Amendment.
(b) Representations. Each Party represents and warrants to the other Party that (i) it has full power and authority to enter into this Amendment, (ii) this Amendment has been duly authorized by all necessary action and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, and (iii) all representations and warranties of such
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Party contained in the Agreement are true and correct as of the Effective Date as if made on such date.
(c) Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements, and understandings between the Parties, whether oral or written, with respect to such subject matter.
(d) Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Executed counterparts may be delivered by email or other electronic means. An electronic signature (including any image, representation, or symbol inserted into an electronic copy of this Amendment by electronic, digital, or other technological methods) shall be deemed an original signature and shall be binding to the same extent as a manually executed original.
(e) Governing Law. This Amendment shall be governed by and construed in accordance with the governing law provisions of the Agreement, which are incorporated herein by reference and shall apply to this Amendment as if set forth herein in full.
(f) Headings. The headings used in this Amendment are for convenience of reference only and shall not affect the construction or interpretation of this Amendment.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
FORESIDE FUND SERVICES, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇: President Date: 04/05/2026 |
BITWISE INVESTMENT ADVISERS, LLC, on behalf of each Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇: Vice President Date: 04/05/2026 |
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EXHIBIT A
Trust Name |
Effective Date |
Bitwise 10 Crypto Index ETF |
December 31, 2025 |
Bitwise Bitcoin ETF |
December 31, 2025 |
Bitwise Dogecoin ETF |
December 31, 2025 |
Bitwise Ethereum ETF |
December 31, 2025 |
Bitwise Solana Staking ETF |
December 31, 2025 |
Bitwise XRP ETF |
December 31, 2025 |
January 13, 2026 |
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Bitwise Avalanche ETF |
April 14, 2026 |
Bitwise Hyperliquid ETF |
At launch1 |
1 This Amendment shall become effective with respect to the Bitwise Hyperliquid ETF upon the date of its launch, given that such Trust has not yet commenced operations as of the Signing Date.
