Common use of Obligations of Sponsor Clause in Contracts

Obligations of Sponsor. In addition to the obligations expressly provided by the Delaware Act or this Trust Agreement, the Sponsor shall: (a) execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; (b) retain independent public accountants to audit the accounts of the Trust; (c) employ attorneys to represent the Trust; (d) select, remove, or replace the Trust’s Trustee, Administrator, Transfer Agent, custodian(s), bitcoin exchange counterparties and OTC market participant counterparties, index provider, marketing agent(s), insurer(s) and any other service provider(s), as the Sponsor deems appropriate in its sole discretion, and cause the Trust to enter into, suspend, terminate, or take other action in connection with contracts with such service provider(s), as the Sponsor deems appropriate in its sole discretion; (e) negotiate and enter into insurance agreements to secure and maintain the insurance coverage to the extent described in the Prospectus; (f) develop a marketing plan for the Trust on an ongoing basis and prepare marketing materials regarding the Trust; (g) maintain the Trust’s website; (h) acquire and sell bitcoin, which may be facilitated by the Bitcoin Custodian or prime broker subject in each instance to the limitations imposed by Section 1.06, with a view to providing Shareholders with exposure to the performance of the price of bitcoin before payment of the Trust’s expenses and liabilities, valuing its Shares daily based on the pricing or valuation methodology adopted by the Sponsor in its discretion (for the avoidance of doubt, the Sponsor may change or adopt different pricing or valuation methodology without approval of the Shareholders); (i) determine the Trust’s NAV and NAV per Share or appoint a designee to perform such task, and select, remove, change, or replace the pricing or valuation methodology or policies used to value the Trust’s assets and determine NAV and NAV per Share, in its sole discretion; (j) pay all of the Trust’s extraordinary fees, expenses and liabilities not assumed by the Sponsor, if any, including, without limitation, non-recurring fees such as taxes and governmental charges, any applicable brokerage commissions, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider or legal counsel engaged by the Sponsor) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain, any assets issued or connected with such fork), any indemnification of the cash custodian, Bitcoin Custodian, prime broker, Administrator, Authorized Participants, or other agents, service providers or counterparties of the Trust, legal claims and liabilities, judgments, damages, litigation, regulatory proceedings or investigation costs or penalties, one-time regulatory licensing or registration costs or expenses, and such other extraordinary and non-recurring fees and expenses as determined in the sole discretion of the Sponsor. For extraordinary fees, expenses, and liabilities not assumed by the Sponsor, the Sponsor shall pay these expenses as they become due and seek contemporaneous reimbursement from the Trust in the form of bitcoin at the time of payment by the Sponsor of such extraordinary fees, expenses and liabilities not assumed by the Sponsor. For extraordinary expenses denominated in dollars, the Sponsor shall convert the expense amounts into bitcoin at the Index price on the date the Sponsor seeks such reimbursement from the Trust, and shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses of the Trust. For extraordinary expenses denominated in bitcoin, if any, the Sponsor shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses. Only if the former is impracticable or unavailable, from time to time the Sponsor may arrange for or facilitate the selling of bitcoin of the Trust in such quantity as may be necessary to permit the payment of such extraordinary Trust fees, expenses and liabilities not assumed by the Sponsor. The Sponsor may, but is not obligated, to sell bitcoin at such times and in the smallest amounts required to permit such payments to be made as they become due, with the intention to avoid or minimize the Trust’s holdings of assets other than bitcoin. (k) pay all ordinary operating expenses (except for extraordinary expenses not assumed by the Sponsor as described in Section 4.03(j) above) out of the Sponsor Fee, and the Sponsor may from time to time withdraw bitcoin in such quantity as is necessary to permit payment of the Sponsor Fee; (l) enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder; (m) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Purchase Orders, as described in Section 2.08 herein and in the Authorized Participant Agreement; (n) in connection with Purchase Orders, receive directly or through its delegates the number of bitcoin and/or cash in an amount equal to the net asset value of a Creation Basket from Authorized Participants; (o) in connection with Purchase Orders, after accepting an Authorized Participant’s Purchase Order and receiving bitcoin in an amount equal to the Creation Basket Deposit, or the amount of cash needed to purchase the quantity of bitcoin corresponding to the Creation Basket Deposit, in accordance with Section 2.08 herein and the Authorized Participant Agreement, the Sponsor or its delegate shall direct the Trust’s appointed Transfer Agent to credit the Creation Baskets to fill the Participant’s Purchase Order within one Business Day immediately following the receipt of bitcoin and/or cash; (p) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Redemption Orders, as described in Section 2.09 herein and in the Authorized Participant Agreement; (q) in connection with Redemption Orders, after receiving the Redemption Order specifying the number of Creation Baskets that the Authorized Participant wishes to redeem and after the Trust’s DTC account has been credited with the Creation Baskets to be redeemed, the Sponsor or its delegates shall transfer to the redeeming Authorized Participant, in accordance with Section 2.09 herein and the Authorized Participant Agreement: (i) in the case of an in-kind redemption, an amount of bitcoin equal to the number of Creation Baskets being redeemed, or (ii) in the case of an in-kind redemption, the cash proceeds of the sale of such bitcoin; (r) assist in the preparation and filing of reports and proxy statements (if any) to the Registered Owners, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (s) use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration; (t) monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust; (u) perform such other services as the Sponsor believes the Trust may from time to time require; and (v) in general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed as both objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. The Sponsor shall be entitled to delegate its obligations under this Trust Agreement and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party to the extent the selection of such third party was made with reasonable care or, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).

Obligations of Sponsor. In addition to the obligations expressly provided by the Delaware Act or this Trust Agreement, the Sponsor shall: (a) execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; (b) retain independent public accountants to audit the accounts of the Trust; (c) employ attorneys to represent the Trust; (d) select, remove, or replace the Trust’s Trustee, Administrator, Transfer Agent, custodian(s), bitcoin ether exchange counterparties and OTC market participant counterparties, index provider, marketing agent(s), insurer(s) and any other service provider(s), as the Sponsor deems appropriate in its sole discretion, and cause the Trust to enter into, suspend, terminate, or take other action in connection with contracts with such service provider(s), as the Sponsor deems appropriate in its sole discretion; (e) negotiate and enter into insurance agreements to secure and maintain the insurance coverage to the extent described in the Prospectus; (f) develop a marketing plan for the Trust on an ongoing basis and prepare marketing materials regarding the Trust; (g) maintain the Trust’s website; (h) acquire and sell bitcoinether, which may be facilitated by the Bitcoin Ether Custodian or prime broker subject in each instance to the limitations imposed by Section 1.06, with a view to providing Shareholders with exposure to the performance of the price of bitcoin ether before payment of the Trust’s expenses and liabilities, valuing its Shares daily based on the pricing or valuation methodology adopted by the Sponsor in its discretion (for the avoidance of doubt, the Sponsor may change or adopt different pricing or valuation methodology without approval of the Shareholders); (i) determine the Trust’s NAV and NAV per Share or appoint a designee to perform such task, and select, remove, change, or replace the pricing or valuation methodology or policies used to value the Trust’s assets and determine NAV and NAV per Share, in its sole discretion; (j) pay all of the Trust’s extraordinary fees, expenses and liabilities not assumed by the Sponsor, if any, including, without limitation, non-recurring fees such as taxes and governmental charges, any applicable brokerage commissions, Bitcoin Ethereum network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider or legal counsel engaged by the Sponsor) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin Ethereum blockchain, any assets issued or connected with such fork), any indemnification of the cash custodian, Bitcoin Ether Custodian, prime broker, Administrator, Authorized Participants, or other agents, service providers or counterparties of the Trust, legal claims and liabilities, judgments, damages, litigation, regulatory proceedings or investigation costs or penalties, one-time regulatory licensing or registration costs or expenses, and such other extraordinary and non-recurring fees and expenses as determined in the sole discretion of the Sponsor. For extraordinary fees, expenses, and liabilities not assumed by the Sponsor, the Sponsor shall pay these expenses as they become due and seek contemporaneous reimbursement from the Trust in the form of bitcoin ether at the time of payment by the Sponsor of such extraordinary fees, expenses and liabilities not assumed by the Sponsor. For extraordinary expenses denominated in dollars, the Sponsor shall convert the expense amounts into bitcoin ether at the Index price on the date the Sponsor seeks such reimbursement from the Trust, and shall withdraw the corresponding amounts of bitcoin ether from the Trust as reimbursement for paying such extraordinary expenses of the Trust. For extraordinary expenses denominated in bitcoinether, if any, the Sponsor shall withdraw the corresponding amounts of bitcoin ether from the Trust as reimbursement for paying such extraordinary expenses. Only if the former is impracticable or unavailable, from time to time the Sponsor may arrange for or facilitate the selling of bitcoin ether of the Trust in such quantity as may be necessary to permit the payment of such extraordinary Trust fees, expenses and liabilities not assumed by the Sponsor. The Sponsor may, but is not obligated, to sell bitcoin ether at such times and in the smallest amounts required to permit such payments to be made as they become due, with the intention to avoid or minimize the Trust’s holdings of assets other than bitcoinether. (k) pay all ordinary operating expenses (except for extraordinary expenses not assumed by the Sponsor as described in Section 4.03(j) above) out of the Sponsor Fee, and the Sponsor may from time to time withdraw bitcoin ether in such quantity as is necessary to permit payment of the Sponsor Fee; (l) enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder; (m) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Purchase Orders, as described in Section 2.08 herein and in the Authorized Participant Agreement; (n) in connection with Purchase Orders, receive directly or through its delegates the number of bitcoin ether and/or cash in an amount equal to the net asset value of a Creation Basket from Authorized Participants; (o) in connection with Purchase Orders, after accepting an Authorized Participant’s Purchase Order and receiving bitcoin ether in an amount equal to the Creation Basket Deposit, or the amount of cash needed to purchase the quantity of bitcoin ether corresponding to the Creation Basket Deposit, in accordance with Section 2.08 herein and the Authorized Participant Agreement, the Sponsor or its delegate shall direct the Trust’s appointed Transfer Agent to credit the Creation Baskets to fill the Participant’s Purchase Order within one Business Day immediately following the receipt of bitcoin ether and/or cash; (p) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Redemption Orders, as described in Section 2.09 herein and in the Authorized Participant Agreement; (q) in connection with Redemption Orders, after receiving the Redemption Order specifying the number of Creation Baskets that the Authorized Participant wishes to redeem and after the Trust’s DTC account has been credited with the Creation Baskets to be redeemed, the Sponsor or its delegates shall transfer to the redeeming Authorized Participant, in accordance with Section 2.09 herein and the Authorized Participant Agreement: (i) in the case of an in-kind redemption, an amount of bitcoin ether equal to the number of Creation Baskets being redeemed, or (ii) in the case of an in-kind redemption, the cash proceeds of the sale of such bitcoinether; (r) assist in the preparation and filing of reports and proxy statements (if any) to the Registered Owners, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (s) use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration; (t) monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust; (u) perform such other services as the Sponsor believes the Trust may from time to time require; and (v) in general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed as both objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. The Sponsor shall be entitled to delegate its obligations under this Trust Agreement and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party to the extent the selection of such third party was made with reasonable care or, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).

Obligations of Sponsor. In addition to the obligations expressly provided by the Delaware Act Trust Statute or this Trust Agreement, the Sponsor shall: (a) executeExecute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; (b) retain Retain independent public accountants to audit the accounts of the Trust; (c) employ Employ attorneys to represent the Trust; (d) select, remove, or replace Select the Trust’s or any Fund’s Trustee, Administratortransfer agent, Transfer Agentcustodian and clearing brokers, custodian(s), bitcoin exchange counterparties and OTC market participant counterparties, index provider, marketing agent(s), insurer(s) and any other service provider(s), as the Sponsor deems appropriate in its sole discretion, and cause the Trust to enter into, suspend, terminate, or take other action in connection with contracts with such service provider(s), as the Sponsor deems appropriate in its sole discretionprovider; (e) negotiate and enter into insurance agreements to secure Custody Agreements and maintain the insurance coverage to the extent described in the Prospectusdischarge its duties thereunder; (f) develop enter into a marketing plan for the Trust on an ongoing basis Participant Agreement with each Participant and prepare marketing materials regarding the Trustdischarge its responsibilities thereunder; (g) maintain the Trust’s website; (h) acquire and sell bitcoin, which may be facilitated by the Bitcoin Custodian or prime broker subject in each instance to the limitations imposed by Section 1.06, with a view to providing Shareholders with exposure to the performance of the price of bitcoin before payment of the Trust’s expenses and liabilities, valuing its Shares daily based on the pricing or valuation methodology adopted by the Sponsor in its discretion (for the avoidance of doubt, the Sponsor may change or adopt different pricing or valuation methodology without approval of the Shareholders); (i) determine the Trust’s NAV and NAV per Share or appoint a designee to perform such task, and select, remove, change, or replace the pricing or valuation methodology or policies used to value the Trust’s assets and determine NAV and NAV per Share, in its sole discretion; (j) pay all of the Trust’s extraordinary fees, expenses and liabilities not assumed by the Sponsor, if any, including, without limitation, non-recurring fees such as taxes and governmental charges, any applicable brokerage commissions, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider or legal counsel engaged by the Sponsor) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain, any assets issued or connected with such fork), any indemnification of the cash custodian, Bitcoin Custodian, prime broker, Administrator, Authorized Participants, or other agents, service providers or counterparties of the Trust, legal claims and liabilities, judgments, damages, litigation, regulatory proceedings or investigation costs or penalties, one-time regulatory licensing or registration costs or expenses, and such other extraordinary and non-recurring fees and expenses as determined in the sole discretion of the Sponsor. For extraordinary fees, expenses, and liabilities not assumed by the Sponsor, the Sponsor shall pay these expenses as they become due and seek contemporaneous reimbursement receive from the Trust in the form of bitcoin at the time of payment by the Sponsor of such extraordinary fees, expenses and liabilities not assumed by the Sponsor. For extraordinary expenses denominated in dollars, the Sponsor shall convert the expense amounts into bitcoin at the Index price on the date the Sponsor seeks such reimbursement from the Trust, and shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses of the Trust. For extraordinary expenses denominated in bitcoin, if any, the Sponsor shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses. Only if the former is impracticable or unavailable, from time to time the Sponsor may arrange for or facilitate the selling of bitcoin of the Trust in such quantity as may be necessary to permit the payment of such extraordinary Trust fees, expenses and liabilities not assumed by the Sponsor. The Sponsor may, but is not obligated, to sell bitcoin at such times and in the smallest amounts required to permit such payments to be made as they become due, with the intention to avoid or minimize the Trust’s holdings of assets other than bitcoin. (k) pay all ordinary operating expenses (except for extraordinary expenses not assumed by the Sponsor as described in Section 4.03(j) above) out of the Sponsor Fee, and the Sponsor may from time to time withdraw bitcoin in such quantity as is necessary to permit payment of the Sponsor Fee; (l) enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder; (m) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Purchase Orders, as described in Section 2.08 herein and in the Authorized Participant Agreement; (nh) in connection with Purchase Orders, (i) receive directly or through its delegates Cash Deposits from Participants, (ii) notify the number Custodian to expect to receive a transfer into the Trust Unallocated Account of bitcoin and/or cash in an amount equal the Gold that a Participant has instructed the Custodian to deliver to the net asset value Trust Unallocated Account, (iii) instruct the Custodian to allocate and transfer allocated gold from the Trust Unallocated Account to the Trust Allocated Account, and (iv) receive reports relating to the Custody Accounts from the Custodian indicating, among other things, that the Custodian has received Gold from Participants for the credit of a Creation Basket from Authorized Participantsthe Trust and has allocated such Gold to the Trust Allocated Account, as described in Section 1.01(aaaa) and as provided in the Custody Agreements under which such Gold is received; (oi) in connection with Purchase Orders, after accepting an Authorized deliver Creation Baskets to the Depository for the account of the Participant placing a Purchase Order for which the Sponsor has received the Participant’s Purchase Order Cash Deposit, if any, and receiving bitcoin in an amount equal to (through the Custodian) the Participant’s Creation Basket Gold Deposit Amount (the Cash Deposit and the Creation Basket Deposit, or Gold Deposit Amount together constituting the amount of cash needed to purchase the quantity of bitcoin corresponding to the “Creation Basket Deposit”), as described in accordance with Section 2.08 herein and the Authorized Participant Agreement, the Sponsor or its delegate shall direct the Trust’s appointed Transfer Agent to credit the Creation Baskets to fill the Participant’s Purchase Order within one Business Day immediately following the receipt of bitcoin and/or cash1.01(t); (pj) receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Redemption Orders, as described in [ ], or as may from time to time be permitted by Section 2.09 herein and in the Authorized Participant Agreement[XX]; (qk) in connection with Redemption Orders, after receiving instruct the Custodian to transfer Gold (i) from the Trust Allocated Account to the Trust Unallocated Account and (ii) from the Trust Unallocated Account to the Participant Unallocated Account of the redeeming Participant, as described in Section 1.01(e); (l) in connection with Redemption Orders, receive from the redeeming Participant through the Depository, and thereupon cancel, Shares corresponding to the Redemption Order specifying the number of Creation Baskets that the Authorized Participant wishes to redeem and after the Trust’s DTC account has been credited with the Creation Baskets to be redeemed, the Sponsor or its delegates shall transfer to the redeeming Authorized Participant, in accordance with Section 2.09 herein and the Authorized Participant Agreement: (i) in the case of an in-kind redemption, an amount of bitcoin equal to the number of Creation Baskets being redeemed, or (ii) in the case of an in-kind redemption, the cash proceeds of the sale of such bitcoin; (r) assist in the preparation and filing of reports and proxy statements (if any) to the Registered Owners, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (s) use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration; (t) monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust; (u) perform such other services as the Sponsor believes the Trust may from time to time require; andbe permitted by [ ]; (vm) in general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed as both objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, enter into Custody Agreements as provided in Section 1.01 and not 3.01, monitor the performance of the Custodian (as described in Section 3.01 and enforce each Custody Agreement, as described in Section [ ], and give the instructions to a Custodian provided in Sections [XX] and [XX]; (n) determine on each Business Day (i) the Creation Basket Gold Deposit Amount, as described in Sections [1.01] and [XX], (ii) the valuation of Gold owned or to be received by the Trust, as described in Article IV, and (iii) the Net Asset Value of the Trust and the Net Asset Value per Share, as described in [ ]. (o) establish and maintain (i) the Cash Account as described in Sections [XX] and [XX] and (ii) a Reserve Account, as described in [ ]; provide or arrange for custody of the Trust’s assets other than cash and Gold; and record the ownership of the Trust’s assets as provided in [ ]; (p) accrue and pay certain charges of the Trust as described in Section [XX], and sell Gold to raise cash to pay such charges pursuant to [ ]; (q) distribute to the Unitholders any excess cash in the Cash Account, as described in [ ]; (r) sell Gold as authorized or directed pursuant to Section [XX]; (s) interact with the Depository as provided in Section 2.08 or as otherwise required hereunder; (t) keep proper books of record and account of all transactions of the Trustee under this Declaration of Trust, as described in Section [XX], maintain a copy of this Declaration of Trust available for inspection as provided in Section [XX], and furnish to DTC Participants after the end of each Fiscal Year, an action annual report and other information, as described in an individual capacity. The Section [XX]; (u) arrange for the annual audit of the accounts of the Trust and prepare or cause to be prepared tax and other regulatory filings as provided in Section 5.01; (v) communicate as described in Section 2.08(f) with Unitholders as may from time to time be required in connection with the administration of the Trust; (w) terminate the Trust in accordance with Article IX, as described therein; (x) enter into and discharge its duties under the [Reimbursement Agreements identified in Section [XX]]; (y) undertake such actions, in the Sponsor’s discretion, as the Sponsor shall be entitled deem necessary or desirable to delegate protect the Trust and the rights and interest of the Unitholders in accordance with this Declaration of Trust; and (z) Delegate those of its obligations under this Trust Agreement and applicable law duties hereunder as it shall determine from time to third parties, including any Affiliate, and shall not be liable for the actions of such third party time to the extent the selection of such third party was made with reasonable care orone or more Administrators or Distributors, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).

Obligations of Sponsor. In addition to the obligations expressly provided by the Delaware Act or this Trust Agreement, the Sponsor shall: (a) executeExecute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; (b) retain Retain independent public accountants to audit the accounts of the Trust; (c) employ Employ attorneys to represent the Trust; (d) select, remove, or replace Select the Trust’s Trustee, Administratoradministrator, Transfer Agenttransfer agent, custodian(s), bitcoin ether exchange counterparties and OTC market participant counterparties, index provider, marketing agent(s), ; insurer(s) and any other service provider(s), as the Sponsor deems appropriate in its sole discretion, ) and cause the Trust to enter into, suspend, terminate, or take other action in connection with into contracts with such service provider(s), as the Sponsor deems appropriate in its sole discretion; (e) negotiate and enter into insurance agreements to secure and maintain the insurance coverage to the extent described in the Prospectus; (f) develop Develop a marketing plan for the Trust on an ongoing basis and prepare marketing materials regarding the Trust; (gf) maintain Maintain the Trust’s website; (hg) acquire Acquire and sell bitcoinether, which may be facilitated by the Bitcoin Custodian or prime broker subject in each instance to the limitations imposed by Section 1.061.04, with a view to providing Shareholders with exposure to the performance ether at a price that is reflective of the price of bitcoin before payment actual ether market where investors can purchase or sell ether, less the expenses of the Trust’s expenses and liabilitiesoperations, valuing its the Trust’s Shares daily based on the a pricing or valuation methodology adopted by the Sponsor in its discretion (for the avoidance of doubt, the Sponsor may change or adopt different select such pricing or valuation methodology without approval of the ShareholdersShareholder approval); (ih) determine the Trust’s NAV and NAV per Share or appoint a designee to perform such task, and select, remove, change, or replace the pricing or valuation methodology or policies used to value the Trust’s assets and determine NAV and NAV per Share, in its sole discretion; (j) pay all of the Trust’s extraordinary fees, expenses and liabilities not assumed by the Sponsor, if any, including, without limitation, non-recurring fees such as taxes and governmental charges, any applicable brokerage commissions, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider or legal counsel engaged by the Sponsor) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain, any assets issued or connected with such fork), any indemnification of the cash custodian, Bitcoin Custodian, prime broker, Administrator, Authorized Participants, or other agents, service providers or counterparties of the Trust, legal claims and liabilities, judgments, damages, litigation, regulatory proceedings or investigation costs or penalties, one-time regulatory licensing or registration costs or expenses, and such other extraordinary and non-recurring fees and expenses as determined in the sole discretion of the Sponsor. For extraordinary fees, expenses, and liabilities not assumed by the Sponsor, the Sponsor shall pay these expenses as they become due and seek contemporaneous reimbursement from the Trust in the form of bitcoin at the time of payment by the Sponsor of such extraordinary fees, expenses and liabilities not assumed by the Sponsor. For extraordinary expenses denominated in dollars, the Sponsor shall convert the expense amounts into bitcoin at the Index price on the date the Sponsor seeks such reimbursement from the Trust, and shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses of the Trust. For extraordinary expenses denominated in bitcoin, if any, the Sponsor shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses. Only if the former is impracticable or unavailable, from time to time the Sponsor may arrange for or facilitate the selling of bitcoin of the Trust in such quantity as may be necessary to permit the payment of such extraordinary Trust fees, expenses and liabilities not assumed by the Sponsor. The Sponsor may, but is not obligated, to sell bitcoin at such times and in the smallest amounts required to permit such payments to be made as they become due, with the intention to avoid or minimize the Trust’s holdings of assets other than bitcoin. (k) pay all ordinary operating expenses (except for extraordinary expenses not assumed by the Sponsor as described in Section 4.03(j) above) out of the Sponsor Fee, and the Sponsor may from time to time withdraw bitcoin in such quantity as is necessary to permit payment of the Sponsor Fee; (l) enter Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder; (mi) receive Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Purchase Orders, as described in Section 2.08 herein and in the Authorized Participant Agreement; (nj) in In connection with Purchase Orders, receive directly or through its delegates the number of bitcoin ether and/or cash in an amount equal to the net asset value of a Creation Basket from Authorized Participants; (ok) in In connection with Purchase Orders, after accepting an Authorized Participant’s Purchase Order and receiving bitcoin ether and/or cash, as applicable, in an amount equal to the Creation Basket Deposit, or the amount NAV of cash needed to purchase the quantity of bitcoin corresponding to the Creation Basket Deposit, in accordance with Section 2.08 herein and the Authorized Participant AgreementBasket(s), the Sponsor or its delegate shall direct the Trust’s appointed transfer agent (“Transfer Agent Agent”) to credit the Creation Baskets to fill the Participant’s Purchase Order within one Business Day immediately following the receipt of bitcoin and/or cashPurchase Order Date; (pl) receive Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Redemption Orders, as described in Section 2.09 herein and in the Authorized Participant Agreement; (qm) in In connection with Redemption Orders, after receiving the Redemption Order specifying the number of Creation Baskets that the Authorized Participant wishes to redeem and after the Trust’s DTC account has been credited with the Creation Baskets to be redeemed, the Sponsor or its delegates shall transfer to the redeeming Authorized Participant: i) in the case of a cash redemption, in accordance with Section 2.09 herein an amount of cash and the Authorized Participant Agreement: (iii) in the case of an in-kind redemption, an amount of bitcoin ether, in each case equal to the NAV of the Trust multiplied by the number of Creation Baskets being redeemed, or (ii) in Shares to be redeemed under the case of an in-kind redemption, the cash proceeds of the sale of such bitcoinRedemption Order; (rn) assist Assist in the preparation and filing of reports and proxy statements (if any) to the Registered OwnersShareholders, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (so) use Use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration;. The expense of accountants employed to prepare such tax returns and tax reports shall be an expense of the Trust. (tp) monitor Monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust; (uq) perform Perform such other services as the Sponsor believes the Trust may from time to time require; and (vr) in In general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed as both objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. The Sponsor shall be entitled to delegate its obligations under this Trust Agreement and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party to the extent the selection of such third party was made with reasonable care or, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).

Obligations of Sponsor. In addition to the obligations expressly provided by the Delaware Act or this Trust Agreement, the Sponsor shall: (a) executeExecute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions; (b) retain Retain independent public accountants to audit the accounts of the Trust; (c) employ Employ attorneys to represent the Trust; (d) select, remove, or replace Select the Trust’s Trustee, Administratoradministrator, Transfer Agenttransfer agent, custodian(s), bitcoin exchange counterparties and OTC market participant counterparties, index provider, marketing agent(s), ; insurer(s) and any other service provider(s), as the Sponsor deems appropriate in its sole discretion, ) and cause the Trust to enter into, suspend, terminate, or take other action in connection with into contracts with such service provider(s), as the Sponsor deems appropriate in its sole discretion; (e) negotiate and enter into insurance agreements to secure and maintain the insurance coverage to the extent described in the Prospectus; (f) develop Develop a marketing plan for the Trust on an ongoing basis and prepare marketing materials regarding the Trust; (gf) maintain Maintain the Trust’s website; (hg) acquire Acquire and sell bitcoin, which may be facilitated by the Bitcoin Custodian or prime broker subject in each instance to the limitations imposed by Section 1.061.04, with a view to providing Shareholders with exposure to the performance bitcoin at a price that is reflective of the price of actual bitcoin before payment market where investors can purchase or sell bitcoin, less the expenses of the Trust’s expenses and liabilitiesoperations, valuing its the Trust’s Shares daily based on the a pricing or valuation methodology adopted by the Sponsor in its discretion (for the avoidance of doubt, the Sponsor may change or adopt different select such pricing or valuation methodology without approval of the ShareholdersShareholder approval); (ih) determine the Trust’s NAV and NAV per Share or appoint a designee to perform such task, and select, remove, change, or replace the pricing or valuation methodology or policies used to value the Trust’s assets and determine NAV and NAV per Share, in its sole discretion; (j) pay all of the Trust’s extraordinary fees, expenses and liabilities not assumed by the Sponsor, if any, including, without limitation, non-recurring fees such as taxes and governmental charges, any applicable brokerage commissions, Bitcoin network fees and similar transaction fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider or legal counsel engaged by the Sponsor) on behalf of the Trust to protect the Trust or the interests of Shareholders (including, for example, in connection with any fork of the Bitcoin blockchain, any assets issued or connected with such fork), any indemnification of the cash custodian, Bitcoin Custodian, prime broker, Administrator, Authorized Participants, or other agents, service providers or counterparties of the Trust, legal claims and liabilities, judgments, damages, litigation, regulatory proceedings or investigation costs or penalties, one-time regulatory licensing or registration costs or expenses, and such other extraordinary and non-recurring fees and expenses as determined in the sole discretion of the Sponsor. For extraordinary fees, expenses, and liabilities not assumed by the Sponsor, the Sponsor shall pay these expenses as they become due and seek contemporaneous reimbursement from the Trust in the form of bitcoin at the time of payment by the Sponsor of such extraordinary fees, expenses and liabilities not assumed by the Sponsor. For extraordinary expenses denominated in dollars, the Sponsor shall convert the expense amounts into bitcoin at the Index price on the date the Sponsor seeks such reimbursement from the Trust, and shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses of the Trust. For extraordinary expenses denominated in bitcoin, if any, the Sponsor shall withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary expenses. Only if the former is impracticable or unavailable, from time to time the Sponsor may arrange for or facilitate the selling of bitcoin of the Trust in such quantity as may be necessary to permit the payment of such extraordinary Trust fees, expenses and liabilities not assumed by the Sponsor. The Sponsor may, but is not obligated, to sell bitcoin at such times and in the smallest amounts required to permit such payments to be made as they become due, with the intention to avoid or minimize the Trust’s holdings of assets other than bitcoin. (k) pay all ordinary operating expenses (except for extraordinary expenses not assumed by the Sponsor as described in Section 4.03(j) above) out of the Sponsor Fee, and the Sponsor may from time to time withdraw bitcoin in such quantity as is necessary to permit payment of the Sponsor Fee; (l) enter Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder; (mi) receive Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Purchase Orders, as described in Section 2.08 herein and in the Authorized Participant Agreement; (nj) in In connection with Purchase Orders, receive directly or through its delegates the number of bitcoin and/or cash in an amount equal to the net asset value of a Creation Basket from Authorized Participants; (ok) in In connection with Purchase Orders, after accepting an Authorized Participant’s Purchase Order and receiving bitcoin and/or cash, as applicable, in an amount equal to the Creation Basket Deposit, or the amount NAV of cash needed to purchase the quantity of bitcoin corresponding to the Creation Basket Deposit, in accordance with Section 2.08 herein and the Authorized Participant AgreementBasket(s), the Sponsor or its delegate shall direct the Trust’s appointed transfer agent (“Transfer Agent Agent”) to credit the Creation Baskets to fill the Participant’s Purchase Order within one Business Day immediately following the receipt of bitcoin and/or cashPurchase Order Date; (pl) receive Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted Redemption Orders, as described in Section 2.09 herein and in the Authorized Participant Agreement; (qm) in In connection with Redemption Orders, after receiving the Redemption Order specifying the number of Creation Baskets that the Authorized Participant wishes to redeem and after the Trust’s DTC account has been credited with the Creation Baskets to be redeemed, the Sponsor or its delegates shall transfer to the redeeming Authorized Participant: i) in the case of a cash redemption, in accordance with Section 2.09 herein an amount of cash and the Authorized Participant Agreement: (iii) in the case of an in-kind redemption, an amount of bitcoin bitcoin, in each case equal to the NAV of the Trust multiplied by the number of Creation Baskets being redeemed, or (ii) in Shares to be redeemed under the case of an in-kind redemption, the cash proceeds of the sale of such bitcoinRedemption Order; (rn) assist Assist in the preparation and filing of reports and proxy statements (if any) to the Registered OwnersShareholders, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (so) use Use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration;. The expense of accountants employed to prepare such tax returns and tax reports shall be an expense of the Trust. (tp) monitor Monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust; (uq) perform Perform such other services as the Sponsor believes the Trust may from time to time require; and (vr) in In general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed as both objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. The Sponsor shall be entitled to delegate its obligations under this Trust Agreement and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party to the extent the selection of such third party was made with reasonable care or, as applicable, the selection of such Affiliate was made in accordance with Section 4.02(a).