Superstate Services LLC

Transfer Agent and Terms of Service Agreement

IMPORTANT NOTICE

Please read this Agreement carefully before purchasing, holding, or otherwise interacting with tokenized securities supported by Superstate. Investment in tokenized securities involves significant risks that may result in partial or total loss of your investment. Superstate Advisers LLC serves as a Registered Investment Adviser for USTB & USCC funds (“Funds”). Investment in the Funds is controlled by their investment materials. For further information regarding Superstate Advisers LLC please visit adviserinfo.sec.gov

1.1. Agreement Overview

This Transfer Agent and Registrar Services Agreement ("Agreement," "Terms of Service," "Terms") is entered into between Superstate Services LLC, a Delaware limited liability company, having its principal offices in New York, NY, with SEC Transfer Agent File No. 84-06972 ("Superstate," "Company," "Transfer Agent," "we," "us," or "our"), and each holder of an account with us ("Shareholder," "User," "you," "your").

1.2. Acceptance of Terms

By accessing our services through any method including (i) creating or accessing an online account, (ii) submitting transfer instructions, (iii) accessing superstate.com and the Opening Bell Platform (iv) purchasing, selling, or otherwise holding a tokenized security in which Superstate is the digital transfer agent and (iv) any related services (collectively “Superstate Services”): You acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference.

By using Superstate Services, you affirm that you are of legal age to enter into this Agreement. If you are an individual accessing or using Superstate Services on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (“Entity”), then you are agreeing to this Agreement on behalf of yourself and such Entity, and you represent and warrant that you have legal authority to bind such Entity to this Agreement. References to “you” and “your” in the Agreement will refer to both the individual using Superstate Services and to any such Entity.

By accessing Superstate Services, you agree that Superstate may send you general communications to the e-mail address you provide, including communications relating to Superstate Services and any changes or updates hereto of such offerings.

1.3. Amendment to Agreement

We may, at any time without notice, modify or discontinue all or part of Superstate Services. This Agreement may be updated from time to time, you agree to be bound by the latest version of this Agreement that is posted to the website superstate.com/terms.

2. Rules of Conduct

In interacting with Superstate’s website or effectuating activity with shares in which Superstate serves as Transfer Agent, you must not:

2.1.

Use the Superstate Services in any manner or for any purpose that is fraudulent or otherwise taurus or unlawful;

2.2.

Interfere or disrupt, or attempt to interfere or disrupt the operations of Superstate Services, its Allowlist, its website either intentionally or unintentionally;

2.3.

Reproduce, modify, adapt, translate, create a derivative work of, distribute or otherwise exploit any portion of (or any use of Superstate Services except as expressly authorized herein, without Superstate’s express prior written consent including in any manner that would compete with Superstate’s business or any of its licensors;

2.4.

Reverse engineer, decompile or disassemble any portion of Superstate Services, except where such restriction is expressly prohibited by applicable law;

2.5.

Use any methods, including scraping, indexing or otherwise that will reproduce or circumnavigate Superstate Services, unless express prior written consent is provided.

3.1.

You need to register to use all or part of the Superstate Services. Registering for the Superstate Service is a multi-step process and involves creating login credentials, verifying your identity, validating using two-factor authentication and providing your preferred digital wallet address.

3.2.

To register, you may need to supply personal information, including but not limited to: (a) first and last name, (b) email address, (c) a newly created password, (e) Issuer name or ticker symbol, (f) social security number (g) date of birth. You may also be asked to verify your email address. You authorize Superstate to share such information, as well as information that Superstate already maintains on its system about you, with one or more third-party data verification providers, which may include credit bureaus. The information these third parties and any applicable credit bureau receive will be governed by their respective privacy policies.

3.3.

As part of verifying your identity, you may be required to submit a real-time image capture of your government ID (e.g., driver’s license, passport). Superstate may use a third-party provider to process your identity verification. If applicable, you acknowledge and consent to such third-party provider’s collection and use of your personal information (including without limitation, your selfie image and/or image of your identity document).

3.4.

You are solely responsible for the use of your login credentials and other authenticating information to access the Superstate Services, and for all use and actions by others, and for ensuring that all usage complies fully with this Agreement. We may require that you change your login credentials or other information that you provide to us in registering. Your login credentials are for your personal use only and should be kept confidential; you, and not Superstate, are responsible for any use or misuse of your login credentials, and you must promptly notify us of any confidentiality breach or unauthorized access to or use of your login credentials.

3.5.

You are solely responsible for the use of your connected digital wallets. To the extent your digital wallet is compromised or inaccessible you are responsible for any resultant activity until we are notified or the digital wallet is removed from your account. It is your responsibility to notify us promptly once you are aware, or suspect that your wallet is compromised, pursuant to contact information provided herein.

3.6.

You are responsible for furnishing and keeping current all account information including your email address, and for updating information to ensure uninterrupted means of communicating. Any resulting harm, financial or otherwise, from inaccurate or stale information associated with your account is your responsibility. Further, if we are unable to communicate with you due to lapse in updated contact information, following reasonable steps to contact, we bear no responsibility for potential loss of property or other harm incurred.

4.1. Superstate Services Fees

Superstate Services does not charge you any fees for its provided services. If there are other fees being charged as part of your activity as detailed below or otherwise, you will be responsible for paying those fees. To the extent you do not pay the fees the requested action of activity will not fail and not occur.

4.2. Tokenization Fees

To the extent you move your securities onchain, you will be responsible for paying network fees in the form of the native token in which the security is recorded. For instance if your equities are recorded on Solana Network and you choose to move your security to your digital wallet you will be responsible for paying the associated SOL to validate that transaction.

4.3. Recordkeeping Transfer Agent & Brokerage Fees

You will be responsible for any fees charged by the Recordkeeping Transfer Agent and/or fees charged by the receiving broker-dealer. While Superstate Services will not charge for processing these requests, there might be fees charged by others involved in the processing. You will be responsible for paying them if they are charged. To the extent fees you are responsible for are unpaid, the requested action may not be carried out.

5.1. SEC Registration and Compliance

Superstate is a registered Transfer Agent with the SEC pursuant to Section 17A of the Securities Exchange Act of 1934 and operates as a Digital Transfer Agent working in coordination with the Recordkeeping Transfer Agent in compliance with Rules 17Ad-1 through 17Ad-21 and applicable securities laws and regulations.

5.2. Anti-Money Laundering Program

Superstate will carry out an anti money laundering and know your customer program. These reviews are designed to detect and prevent ineligible persons from being added to the relevant Allowlist. When warranted you may be subject to enhanced due diligence review and additional information may be requested and required to be furnished. You represent that all information provided to Superstate is accurate and truthful and will remain updated.

5.3. Tax Reporting Obligations

Superstate is not responsible for your tax preparation or in determining your tax obligations. You will be able to see your holdings and transactions and will be responsible for preparing and paying tax withholding and obligations.

5.4. Regulatory Risk

While we intend and do comply with existing rules and regulations the use of tokenized securities is a rapidly evolving space subject to change which could affect the use and structure of tokenized securities, this may result in inaccessibility or loss that is unforeseeable.

6. Tokenized Securities & Custody Assumption of Risk

Purchasing and holding tokenized securities involves unique and novel risks that you acknowledge and assume by utilizing Superstate Services. These risks include, but are not limited to:

6.1. Liquidity Risk

Tokenized securities may be subject to limited liquidity resulting from limited investor demand or trading capabilities. This may create price dislocation or could result in increased volatility or entering a trade at unfavorable terms;

6.2. Transferability Risk

Transferring your tokenized shares has associated risks and limitations. When carrying out a security transfer or interacting with Third-Party Services, as described in the following section, you may send your tokenized securities to a wrong address either through mistake and deception which could result in your tokenized securities being inaccessible or transferred and owned by an unintended party. While there are Allowlist restrictions and recovery mechanisms in place to control for these risks there could be operational delays in reconstituting inaccessible or lost or stolen tokenized shares;

6.3. Operational Risk

The ability to change the ownership format of your securities (either to tokenized format or to book-entry format) will be subject to operational capabilities that may be delayed or not perform as intended. This may result in the inability to access your securities for a period of time;

6.4. Digital Wallet Risk

You assume full responsibility for the choice and use of a digital wallet. This includes your digital wallet being hacked, or being inaccessible due to a loss of your private key or digital wallet password. We have no way of controlling for hacks or recovering passwords to digital wallets, or other digital wallet risks, by using self custody you take on this full responsibility.

6.5. Self Custodial Activity

You assume the full responsibility for any resulting actions and activity that occurs to your tokenized securities held within your self custodial digital wallet. If you do not hold your securities through a broker-dealer you will not be afforded Securities Investor Protection Corporation (“SIPC”) insurance or other broker-dealer mandated customer protection requirements.

7.1.

This Agreement hereby incorporates by reference any additional terms and conditions posted by Superstate or otherwise made available to you.

7.2.

Our Superstate Services rely on or interoperate with third-party products and services, including blockchain networks, onchain protocols, data storage services, Recordkeeping Transfer Agent communications technologies, identity verification services, and internet (collectively, “Third-Party Services”). These Third-Party Services are not controlled by Superstate, but their operation may impact, or be impacted by, the use and reliability of our Superstate Services.

7.3.

We have no obligation to monitor Third-Party Services, and we may block or disable access to any Third-Party Services, including decentralized or centralized protocols, through our Superstate Services which includes our Allowlist at any time, except as required by applicable law. We neither control nor endorse, nor are we responsible for, any Third-Party Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety thereof, or any intellectual property rights therein, except as required by applicable law. Certain Third-Party Services may, among other things, not operate as intended, be unavailable, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Superstate with respect to any Third-Party Services. In addition, the availability of any Third-Party Services does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Services, nor does such availability create any legal relationship between you and any such provider. Your access to and use of such Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Services.

8.1.

Superstate will take reasonable care to ensure that information regarding your shareholdings is accurate. However, you should note that certain information provided through Superstate Services, such as the number of Shares held, is designed to update immediately. That being said, there may be a delay in processing that may result in a discrepancy. To the extent there is a discrepancy, you are responsible for notifying us in a timely manner to ensure accuracy.

8.2.

Superstate Services and any information provided to you as part of the Superstate Services are for general information and your personal use only. The Superstate Services and information provided does not constitute any form of advice or recommendation regarding investments or suitability for your particular circumstances. You should seek independent financial advice before making any Transactions, investments, or other decisions, which are your responsibility. Use of the Superstate Services is entirely voluntary and at your own risk. You may stop using the Superstate Services at any time.

8.3.

While we try to maintain the timeliness, integrity and security of the Superstate Services, we do not guarantee that the Superstate Services, including the Allowlist are or will remain updated, complete, correct or secure, or that access to the Superstate Services will be uninterrupted. Superstate Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Superstate Services. If you become aware of any such alteration or inaccuracy, contact us using the contact information provided herein, with a description of such alteration or inaccuracy.

8.4.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) SUPERSTATE SERVICES (INCLUDING THE ABILITY TO MAKE TRANSACTIONS) AND THIRD PARTY SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) SUPERSTATE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUPERSTATE SERVICES (INCLUDING TRANSACTIONS) AND THIRD PARTY SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH SUPERSTATE AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

8.5.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (i) SUPERSTATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OF DATA, OR LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (ii) WITHOUT LIMITING THE FOREGOING, SUPERSTATE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE (INCLUDING TRANSACTIONS) OR THIRD PARTY SERVICES; (iii) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SUPERSTATE SERVICES (INCLUDING TRANSACTIONS) OR THIRD PARTY SERVICES IS TO STOP USING THE SUPERSTATE SERVICE; AND (iv) THE MAXIMUM AGGREGATE LIABILITY OF SUPERSTATE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SUPERSTATE TO USE THE SUPERSTATE SERVICE; AND (2) $100. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH SUPERSTATE AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

9. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Superstate and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (i) your use of, or activities in connection with, Superstate Services (including all Transactions); and (ii) any violation or alleged violation of this Agreement by you.

10. Termination

This Agreement is effective until terminated. Superstate may terminate or suspend your use of Superstate Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use Superstate Services will immediately cease, and Superstate may, without liability to you or any third party, immediately deactivate or delete your login credentials and access to the Service. Sections 6-16 shall survive any expiration or termination of this Agreement.

11. Intellectual Property Rights

We and our suppliers own the Superstate Services, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include Superstate and any associated logos. All trade names, trademarks, service marks and logos on the Superstate Services that are not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained within Superstate Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

12. Governing Law and Jurisdiction

This Agreement, and all matters arising out of the use of the Superstate Services, shall be governed, construed and interpreted according to the laws of the State of New York, without reference to the choice of law doctrine of such state. You hereby consent to the exclusive jurisdiction of courts in New York, whether state or federal, over all matters relating herein.

13. Arbitration and Dispute Resolution

13.1. Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms of Service, the services provided hereunder, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.

13.2. Class Action Waiver

The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative proceeding. The parties expressly waive their right to file a class action or seek relief on a class basis.

13.3. Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to (i) protect intellectual property rights, (ii) enforce confidentiality obligations, (iii) prevent unauthorized access to or use of the transfer agent system, or (iv) compel compliance with regulatory requirements or valid court orders.

13.4. Federal Arbitration Act

This arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and not by state arbitration law. The parties acknowledge that the services involve interstate commerce.

13.5. Costs and Fees

Each party shall bear its own costs and attorneys' fees, except that the arbitrator may award costs and fees to the prevailing party if permitted by applicable law.

13.6. Regulatory Preservation

Nothing in this arbitration provision shall be construed to limit or waive any rights or remedies available to regulatory authorities, including the SEC, under federal securities laws.

14. Information or Complaints

If you have a question or complaint regarding the Superstate Services, please send an e-mail to the contact information contained herein. Please note that e-mail communications will not necessarily be secure.

15. Contact Information

SUPERSTATE SERVICES LLC

205 W 28th Street, Floor 8, New York, NY 10001

Customer Service phone: 201-497-4991

Email: [email protected]

16. Acknowledgment and Acceptance

BY ACCESSING OR USING SUPERSTATE SERVICES, CLICKING "I AGREE," OR MAINTAINING SECURITIES WITH SUPERSTATE AS TRANSFER AGENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER.

17. Disclaimers

17.1. General Disclaimers

Any opinions and projections of Superstate reflect the current, good faith views of Superstate at the time of publication and are provided for limited purposes, are not definitive investment advice and should not be relied on as such. Predictions, opinions, and other information contained herein are subject to change continually and without notice of any kind and may no longer be true after the date indicated. Any forward-looking statements speak only as of the date they are made, and Superstate assumes no duty to and does not undertake to update forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Actual results differ materially from those anticipated in forward-looking statements.

17.2. Fund Disclaimers

The information on this Website is not an offer to sell or solicitation of an offer to buy an interest in any particular fund or security. Any such offer or solicitation will be made only by means of the receipt of the fund offering materials, which are available upon request, and only in those jurisdictions where permitted by law. All information contained herein is qualified in its entirety by information contained in the fund documents. An investor should consider each fund’s investment objectives, risks, and expenses carefully before investing. This and other important information about each fund can be found in their respective fund documents. Please read the fund documents carefully before investing as they describe the offering and its terms. Consult with your own tax or legal advisers regarding your specific situation. Any images, graphs, tools and videos are for illustrative purposes only. Past performance does not guarantee future results.

17.3. USTB-Related Disclaimers

The Superstate Short Duration US Government Securities Fund (“USTB”) is limited to investors that meet certain criteria. Investors are required to provide certain personal and financial information before eligibility to participate in this offering is determined. This is to ensure compliance with applicable laws including anti-money laundering laws as well as “qualified purchaser” status, as defined under the Investment Company Act of 1940 (“1940 Act”), and “accredited investor” status, as defined under the Securities Act of 1933.

USTB is not registered under the 1940 Act in reliance on an exception thereunder. Interests in USTB are not registered under the Securities Act of 1933 or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements to said Act and such laws. None of the information contained on this Website nor any of the Fund Documents have been filed or will be filed with the SEC, any regulator under any state securities laws or any other governmental or self-regulatory authority. No government authority has passed or will pass on the merits of this offering or the adequacy of this Website. Any representation to the contrary is unlawful.

Private funds are speculative investments and are not suitable for all investors, nor do they represent a complete investment program. USTB interests are available only to qualified investors who are comfortable with the substantial risks associated with investing in private funds that have a crypto basis strategy. An investment in USTB includes the risks inherent to an investment in securities and digital assets. There can be no assurance that the investment strategy will be successful. The actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale of investments, all of which may differ from the assumptions on which the valuations used in the performance data contained herein are based. Accordingly, the actual realized return of these unrealized investments, including if such investments were made by USTB, may differ materially from the returns indicated.

17.4. USCC-Related Disclaimers

The Superstate Crypto Carry Fund (“USCC”) is limited to investors that meet certain criteria. Investors are required to provide certain personal and financial information before eligibility to participate in this offering is determined. This is to ensure compliance with applicable laws including anti-money laundering laws as well as “qualified purchaser” status, as defined under the Investment Company Act of 1940 (“1940 Act”), and “accredited investor” status, as defined under the Securities Act of 1933.

USCC is not registered under the 1940 Act in reliance on an exception thereunder. Interests in USCC are not registered under the Securities Act of 1933 or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements to said Act and such laws. None of the information contained on this Website nor any of the Fund Documents have been filed or will be filed with the SEC, any regulator under any state securities laws or any other governmental or self-regulatory authority. No government authority has passed or will pass on the merits of this offering or the adequacy of this Website. Any representation to the contrary is unlawful.

Private funds are speculative investments and are not suitable for all investors, nor do they represent a complete investment program. USCC interests are available only to qualified investors who are comfortable with the substantial risks associated with investing in private funds that have a crypto basis strategy. An investment in USCC includes the risks inherent to an investment in securities and digital assets. There can be no assurance that the investment strategy will be successful. The actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale of investments, all of which may differ from the assumptions on which the valuations used in the performance data contained herein are based. Accordingly, the actual realized return of these unrealized investments, including if such investments were made by USCC, may differ materially from the returns indicated.