ACCESSION AGREEMENT
Exhibit 10.8
This Accession Agreement (this “Accession Agreement”) is entered into as of September 5, 2025 by the undersigned (the “New Company”), pursuant to the terms of that certain Custodian Agreement dated as of December 11, 2009 (as amended, restated and/or modified from time to time, the “Agreement”) by and among STATE STREET BANK AND TRUST COMPANY (the “Custodian”) and those funds, investment vehicles and other entities set forth on Appendix A thereto, severally and not jointly (each such entity, a “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Accession Agreement, the New Company hereby agrees (a) to become bound by all of the terms and conditions and provisions of the Agreement as a Company and (b) adopts the Agreement with the same force and effect as if the New Company were originally a party thereto.
For the avoidance of doubt, the parties agree that the Custodian is not providing any custody services pursuant to the Agreement with respect to any Digital Assets. “Digital Assets” means an asset that is issued and/or transferred using distributed ledger or blockchain technology, including, but not limited to, so-called “virtual currencies,” “coins” and “tokens” and with respect to which the Custodian has expressly agreed to provide services pursuant to the Agreement with respect to a Company. The Custodian will only accept custody of cash, securities and/or other assets that it is operationally equipped and licensed to hold in the relevant market where it provides custodial services either directly or through an existing Subcustodian and may decline to accept custody of certain securities or asset types that it determines present an unacceptable risk profile or that it or its Subcustodians are not operationally equipped or permitted to hold under any law or regulation. Without limiting the foregoing, the Custodian further reserves the right, in its sole discretion, to decline to accept custody of, and to provide services with respect to, any Digital Asset.
Subject to and in accordance with directions from or on behalf of the New Company, the Custodian shall disseminate to the National Securities Clearing Corporation, on each day that the New York Stock Exchange is open, such information with respect to the issuance or redemption of Company shares in “Creation Unit” aggregations that the Custodian receives from or on behalf of the New Company.
Notwithstanding anything to the contrary in the Agreement, FD Funds Management, LLC, as sponsor (“Sponsor”) and on behalf of the New Company, has agreed to pay the Custodian such compensation as may be agreed upon in writing, from time to time, by the Custodian and the Sponsor on behalf of the New Company pursuant to Article VI of the Agreement.
A current version of Appendix A to the Agreement is attached hereto.
[signature page immediately follows]
IN WITNESS WHEREOF, this Accession Agreement has been executed for and on behalf of the undersigned as of the day and year first written above.
| FIDELITY SOLANA FUND | ||
| By FD Funds Management, LLC as Sponsor | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Treasurer | ||
| FD FUNDS MANAGEMENT, LLC | ||
| Solely with respect to Article VI of the Agreement | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Treasurer | ||
| Accepted and agreed: | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇’▇▇▇▇▇ | ||
| Title: Vice President | ||
APPENDIX A
TO
CUSTODIAN AGREEMENT
DATED DECEMBER 11, 2009
BETWEEN
EACH OF THE COMPANIES SET FORTH BELOW
AND
STATE STREET BANK AND TRUST COMPANY
Effective as of September 5, 2025
Fidelity Japan Data Centers Fund LP
By: Fidelity Japan Data Centers Fund GP LP, its General Partners
By: Fidelity Data Center Holdings LLC, its General Partner
Effective: April 16, 2021
Fund #23714
Fidelity 2022 Private Equity Multi-Strategy Fund LP
By: Fidelity Private Equity Multi-Strategy Fund GP LLC, its General Partner
Effective: February 23, 2022
Fund #36251
Fidelity 2022 Private Equity Multi-Strategy Fund LP – Offshore
By: Fidelity Private Equity Multi-Strategy Fund GP LLC, its General Partner
Effective: February 24, 2022
Fund # 36252
BASCOM REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: February 24, 2022
Fund # 50701
Cityscape REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P. its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: June 3, 2021
▇▇▇▇▇ Plaza REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P. its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: May 15, 2022
Fund # 39951
Garden City REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: June 3, 2021
Mariner REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: January 25, 2022
Fund # 38779
Nemours REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: April 15, 2022
Fund # 50701
Fidelity Real Estate Opportunistic Income Fund, L.P.
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: April 2, 2007
Fund # 50701
Fidelity Real Estate Opportunistic Income Cayman, Ltd.
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: April 2, 2007
Fund #50702
Fidelity Direct Lending LLC
By: FMR LLC
Effective: September 2, 2022
Fidelity Evergreen Private Credit Fund LP
By: Fidelity Evergreen Private Credit Fund GP LLC, its General Partner
By: FMR LLC, its sole member
Effective: March 31, 2023
Fund #: 43000
Fidelity Private Equity Multi-Strategy Fund II LP - Offshore
Fidelity Private Equity Multi-Strategy Fund II GP LLC, as General Partner
By: FMR LLC, its sole member
Effective: April 10, 2023
Fund # 44392
Fidelity Private Equity Multi-Strategy Fund II LP
Fidelity Private Equity Multi-Strategy Fund II GP LLC, as General Partner
By: FMR LLC, its sole member
Effective: April 10, 2023
Fund # 44391
BASCOM REDOF Preferred Equity SPE LLC
By: Fidelity Real Estate Debt Opportunities Fund I, LP, its Managing Member
By: FIAM Holdings LLC
Effective: February 24, 2022
Fund # 22006
▇▇▇▇▇ Plaza REDOF Preferred Equity SPE LLC
By: Fidelity Real Estate Debt Opportunities Fund I, LP, its Managing Member
By: FIAM Holdings LLC
Effective: May 15, 2022
Fund # 39950
Nemours REDOF Preferred Equity SPE LLC
By: Fidelity Real Estate Debt Opportunities Fund I, LP, its Managing Member
By: FIAM Holdings LLC
Effective: April 15, 2022
Fund # 22006
Seacoast REDOF Preferred Equity SPE LLC
By: Fidelity Real Estate Debt Opportunities Fund I, LP, its Managing Member
By: FIAM Holdings LLC
Fidelity REDOF I REIT, LLC
Transition Date: July 9, 2021
Fund #22007
Cityscape REDOF REIT Preferred Equity SPE LLC
By: Fidelity REDOF I REIT, LLC, its Managing Member
By: FIAM Holdings LLC
Effective: June 3, 2021
Garden City REDOF REIT Preferred Equity SPE LLC
By: Fidelity REDOF I REIT, LLC, its Managing Member
By: FIAM Holdings LLC
Effective: June 3, 2021
FIAM Core Plus Fund, LLC
By: FIAM Institutional Funds Manager, LLC, its General Partner
Effective: August 31, 2007
Fund #50775
FIAM Leveraged Loan Fund LP
By: FIAM Institutional Funds Manager, LLC, its General Partner
Effective: March 21, 2014
Fund #16859
FIAM Small/Mid Cap Core Fund, LP
By: FIAM Institutional Funds Manager, LLC, its General Partner
Effective: November 5, 2012
Fund #16824
FIAM Tactical Bond Fund, LP
By: FIAM Institutional Funds Manager, LLC, its General Partner
Effective: August 11, 2014
Fund #16892
FIAM Total Endowment Fund, LP
By: FIAM Institutional Funds Manager, LLC, its General Partner
Effective: October 31, 2017
Fund #14454
Fidelity Real Estate Debt Opportunities Fund I, LP
By: FIAM Institutional Funds Manager, LLC, its General Partner
Transition Date: July 9, 2021
Fund #22006
Fidelity Distressed Opportunities Fund Cayman Tax Subsidiary, LP
By: Fidelity Funds Manager, LLC
By: FIAM LLC, its managing member
Transition Date: July 9, 2021
Fund #23060
Fidelity Distressed Opportunities Fund I, LP
By: Fidelity Funds Manager, LLC
By: FIAM LLC, its managing member
Transition Date: July 9, 2021
Fund # 41263
Fidelity Distressed Opportunities Master Fund I, LP
By: Fidelity Funds Manager, LLC
By: FIAM LLC, its managing member
Transition Date: July 9, 2021
Fund #20149
Fidelity Distressed Opportunities Offshore Fund I, LP
By: Fidelity Funds Manager, LLC
By: FIAM LLC, its managing member
Transition Date: July 9, 2021
PYLBCG VETERINARY Holdings LLC
By: FIAM Target Date Blue Chip Growth Commingled Pool, its Managing Member
By: Fidelity Institutional Asset Management Trust Company
Effective: October 5, 2021
PYLBCG CB Holdings LLC
By: FIAM Target Date Blue Chip Growth Commingled Pool, its Managing Member
By: Fidelity Institutional Asset Management Trust Company
Effective: January 1, 2020
Fund #21260
PYLLCS ER2 Holdings LLC
By: FIAM Target Date Large Cap Stock Commingled Pool, its Managing Member
By: Fidelity Institutional Asset Management Trust Company
Effective: October 4, 2016
Fund #14360
GCC REDOF REIT PREFERRED EQUITY SPE LLC
By: Fidelity REDOF I REIT, LLC
By: FIAM LLC, as Investment Manager
Effective: April 2, 2023
Fund # 22006
GCC REOPINC PREFERRED EQUITY SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: FIAM LLC, as Investment Manager
Effective: April 5, 2023
Fund # 50701
FIDELITY EXCHANGE FUND LP
By: Fidelity Funds Manager, LLC, its General Partner
Effective: May 11, 2023
Fund # 38406
FIDELITY EXCHANGE FUND REIT, LLC
By: Fidelity Exchange Fund, LP, its sole director
By: Fidelity Funds Manager, LLC, its General Partner
By: FIAM LLC, its managing member
Effective: May 11, 2023
Fund #42739
Fidelity Evergreen Private Credit Tactical 1 LLC
By: Fidelity Evergreen Private Credit Fund LP, Managing Member
By: Fidelity Evergreen Private Credit Fund GP LLC, General Partner
Effective: April 21, 2023
Fund # 44250
Fidelity Distressed Opportunities Intermediate Fund I, LP
By: Fidelity Funds Manager, LLC, its general partner
Effective: August 25, 2023
Fund # 46034
Fidelity Credit Opportunities Fund II LP
By: Fidelity Funds Manager, LLC, its General Partner
Effective: October 2, 2023
Fund # 46429
Fidelity Credit Opportunities Feeder Fund II LP
By: Fidelity Funds Manager, LLC, its General Partner
Effective: October 2, 2023
Fund # 46430
FCOF Intermediate Onshore LLC
By: Fidelity Funds Manager, LLC, its manager
Effective: October 2, 2023
Fund #46432
FCOF Intermediate Cayman LP
By: Fidelity Funds Manager, LLC, its General Partner
Effective: October 2, 2023
Fund # 46433
PDL REDOF REIT PREFERRED EQUITY SPE LLC
By: Fidelity REDOF I REIT, LLC, it’s Managing Member
By: FIAM LLC, as Investment Manager
Effective: February 5, 2024
Fund #22007
PDL REOPINC PREFERRED EQUITY SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., its Managing Member
By: FIAM LLC, as Investment Manager
Effective: February 5, 2024
Fund #50701
FIAM Global Unconstrained Equity Fund LP
By: FIAM Global Unconstrained Equity Fund GP LLC, as General Partner
Effective: January 31, 2024
Fund #47952
Strategic Advisers Alternatives Fund Cayman Ltd.
Effective: September 28, 2022
Fund # 6888
FCREF LIQUIDITY VEHICLE LLC
By: Fidelity Core Real Estate Operating Partnership LP, its Member
By: Fidelity Core Real Estate Fund, its General Partner
By: Fidelity CRET Trustee LLC, its sole Trustee
Effective: February 1, 2023
Fund #: 42781
Fidelity Core Real Estate Fund
By: Fidelity CRET Trustee LLC, its trustee
Effective: February 1, 2023
Fund #: 40268
Fidelity Core Real Estate Operating Partnership LP
By: Fidelity Core Real Estate Fund, its manager
By: Fidelity CRET Trustee LLC, its trustee
Effective: February 1, 2023
Fund #: 40435
Fidelity Japan Data Centers Fund LP, Tokyo 3 Series,
By: Fidelity Tokyo 3 Series GP LP, A Delaware limited partnership, Its General Partner
By: Fidelity Data Center Holdings LLC, A Delaware limited liability company, Its General Partner
Effective: January 17, 2023
Fund #: 42402
Fidelity Tokyo 3 Series GP LP
(for and on behalf of itself as the Tokyo 3 General Partner and in respect of the Tokyo 3 Series)
By: Fidelity Data Center Holdings LLC, its general partner
Effective: January 17, 2023
Fund #: 42410
Fidelity Evergreen Private Credit Master Fund LP
By: Fidelity Evergreen Private Credit Master Offshore Fund GP LLC, as general partner
Effective: July 17, 2023
Fund #: 46036
Fidelity Evergreen Private Credit Offshore Fund LP
By: Fidelity Evergreen Private Credit Master Offshore Fund GP LLC, as general partner
Effective: July 21, 2023
Fund #: 46035
Fidelity Evergreen Private Credit Rated Fund LP
By: Fidelity Evergreen Private Credit Fund GP LLC, its General Partner
Effective: March 15, 2024
Fund #: 47198
Fidelity Evergreen Private Credit Master Fund MSPV LLC
By: Fidelity Evergreen Private Credit Master Fund LP, Its Sole Member
Effective: March 29, 2024
Fund #: 47062
Fidelity Evergreen Private Credit Fund MSPV LLC
By: Fidelity Evergreen Private Credit Fund LP, its Sole Member
Effective: March 29, 2024
Fund #: 47061
Fidelity Wise Origin Bitcoin Fund
By: FD Funds Management, LLC as Sponsor
Effective: December 28, 2023
Fund #6457
Fidelity REDOF II REIT LLC
By: Fidelity Funds Manager III, LLC, its General Partner
By: FMR LLC, its member
Effective: January 2, 2024
Fund #47476
Fidelity Real Estate Debt Opportunities Fund II, LP
By: Fidelity Funds Manger III, LLC its General Partner
By: FMR LLC, its member
Effective: January 2, 2024
Fund #47472
Fidelity Venture Capital Fund I LP
By: Fidelity Venture Capital Fund I GP LLC, its General Partner
Effective: March 11, 2024
Fund #48915
Fidelity Convertible Arbitrage Fund LP
By: Fidelity Convertible Arbitrage Fund GP LLC, its general partner
Effective: June 12, 2024
Fund #7633
Fidelity Convertible Arbitrage Fund LP - Offshore
By: Fidelity Convertible Arbitrage Fund GP LLC, its general partner
Effective: June 12, 2024
Fund #7732
Fidelity Ethereum Fund
By: FD Funds Management, LLC as Sponsor
Effective: May 23, 2024
Fund# 7624
Strategic Advisers Alternatives Fund Cayman Ltd. 2
Effective: June 28, 2024
Fund #: 7697
Fidelity Evergreen Private Credit Fund BSPV LLC
By: Fidelity Evergreen Private Credit Fund LP, its sole member
Effective: July 12, 2024
Fund# 58225
Fidelity Evergreen Private Credit Master Fund BSPV LLC
By: Fidelity Evergreen Private Credit Master Fund LP, its sole member
Effective: July 12, 2024
Fund# 58226
Glenview REDOF II REIT Preferred Equity SPE LLC
By: Fidelity REDOF II REIT, LLC, its Managing Member
By: Fidelity Real Estate Debt Opportunities Fund II, LP, it’s Member
By: Fidelity Funds Manager III, LLC, its General Partner
By: FMR LLC, its Member
Effective: September 13, 2024
Yorktown REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., it’s Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: September 10, 2024
FVCF OPEN HOLDINGS, LLC
By: Fidelity Venture Capital Fund I LP
By: Fidelity Venture Capital Fund I GP LLC, its General Partner
Effective: October 30, 2024
Fund# 48915
PYLBCG OPEN Holdings, LLC
By: FIAM Target Date Blue Chip Growth Commingled Pool, its Managing Member
By: Fidelity Institutional Asset Management Trust Company
Effective: October 30, 2024
Fund# 16842
FEPC CA SPE LLC
By: Fidelity Evergreen Private Credit Fund GP LLC, its General Partner
Effective: December 2, 2024
Fund #64606
FIDELITY EVERGREEN PRIVATE CREDIT FUND CSPV LLC
By: Fidelity Evergreen Private Credit Fund LP, its sole member
By: Fidelity Evergreen Private Credit Fund GP LLC, its General Partner
Effective: December 2, 2024
Fund#: 49083
FIDELITY EVERGREEN PRIVATE CREDIT MASTER FUND CSPV LLC
By: Fidelity Evergreen Private Credit Master Fund LP, its sole member
By: Fidelity Evergreen Private Credit Master Offshore Fund GP LLC, its General Partner
Effective: December 2, 2024
Fund#: 49084
Fidelity Private Equity Multi-Strategy Fund III LP
By: Fidelity Private Equity Multi-Strategy Fund II GP LLC, as General Partner
By: FMR LLC, its sole member
Effective: January 17, 2025
Fund# 59944
Fidelity Private Equity Multi-Strategy Fund III LP - Offshore
By: Fidelity Private Equity Multi-Strategy Fund II GP LLC, as General Partner
By: FMR LLC, its sole member
Effective: January 17, 2025
Fund# 59946
FCREF Liquidity III
By: Fidelity Core Real Estate Fund, its manager
By: Fidelity CRET Trustee LLC, its trustee
Effective: February 4, 2025
Fund# 65931
FCREF Liquidity II
By: Fidelity Core Real Estate Fund, its manager
By: Fidelity CRET Trustee LLC, its trustee
Transition Date: February 20, 2025
Fund# 46900
FIDELITY EVERGREEN PRIVATE CREDIT TACTICAL 2 LLC
By: Fidelity Evergreen Private Credit Fund LP, its sole member
By: Fidelity Evergreen Private Credit Fund GP LLC, its General Partner
Effective: March 28, 2025
Fund #6538
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., it’s Managing Member
By: Fidelity Real Estate Partners VI LLC, its General Partner
Effective: March 28, 2025
FIDELITY PRIVATE CREDIT SC LLC
Effective: April 28, 2025
Fund #67267
Strategic Advisers Fidelity Alternatives Fund Cayman Ltd
Effective: June 23, 2025
Fund# 9051
▇▇▇▇▇▇ REDOF II REIT Preferred Equity SPE LLC
By: Fidelity REDOF II REIT, LLC, it’s managing member
By: Fidelity Real Estate Debt Opportunities Fund II, LP, its common member
By: Fidelity Funds Manager III, LLC, its general partner
Effective: July 10, 2025
▇▇▇▇▇▇ REOPINC Preferred Equity SPE LLC
By: Fidelity Real Estate Opportunistic Income Fund, L.P., it’s managing member
By: Fidelity Real Estate Partners VI LLC, its general partner
Effective: July 10, 2025
Fidelity Private Credit SC CBSPV LLC
By: Fidelity Private Credit SC LLC, its Sole Member
Effective: July 11, 2025
Fund# 68859
By: FD Funds Management, LLC as Sponsor
Effective: September 5, 2025
Fund# 9100