for U.S. federal income tax purposes, each delivery or sale of SUI by the Trust for the payment of expenses will be a taxable event to shareholders. See “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders.” Hypothetical Expense Example The following table illustrates the anticipated impact of the payment of the Trust’s expenses on the amount of SUI represented by each outstanding Share for three years. It assumes that the only transfers of SUI will be those needed to pay the Sponsor’s Fee and that the price of SUI and the number of Shares remain constant during the three-year period covered. The table does not show the impact of any Additional Trust Expenses. Any Additional Trust Expenses, if and when incurred, will accelerate the decrease in the fractional amount of SUI represented by each Share. In addition, the table does not show the effect of any waivers of the Sponsor’s Fee that may be in effect from time to time. Year 1 2 3 Hypothetical price per SUI, beginning $ 100.00 $ 100.00 $ 100.00 Sponsor’s Fee % % % Shares of Trust, beginning 100,000.00 100,000.00 100,000.00 SUI in Trust, beginning 10,000.00 $ - $ - Hypothetical value of SUI in Trust $ 1,000,000.00 $ - $ - Beginning NAV of the Trust $ 1,000,000.00 $ - $ - SUI to be delivered to cover the Sponsor’s Fee $ - $ - $ - SUI in Trust, ending $ - $ - $ - Ending NAV of the Trust $ - $ - $ - Ending NAV per share $ - $ - $ - Hypothetical price per SUI, ending $ 100.00 $ 100.00 $ 100.00 Discretion of the Index Provider The Index Provider has sole discretion over the determination of Index Price and may change the methodologies for determining the Index Price from time to time. Description of the Trust Agreement The following is a description of the material terms of the Trust Agreement. The Trust Agreement establishes the roles, rights and duties of the Sponsor and the Trustee. The Sponsor Liability of the Sponsor and Indemnification Neither the Sponsor nor the Trust insure the Trust’s SUI. The Sponsor and its affiliates (each a “Covered Person”) will not be liable to the Trust or any shareholder for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person determined in good faith that such course of conduct was in the best interests of the Trust. However, the preceding liability exclusion will not protect any Covered Person against any liability resulting from its own willful misconduct, bad faith or gross negligence in the performance of its duties. Each Covered Person will be indemnified by the Trust against any loss, judgment, liability, expense incurred or amount paid in settlement of any claim sustained by it in connection with the Covered Person’s activities for the Trust, provided that (i) the Covered Person was acting on behalf of, or performing services for, the Trust and had determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct or a material breach of the Trust Agreement on the part of such Covered Person and (ii) any such indemnification will be recoverable only from the property of the Trust. Any amounts payable to an indemnified party will be payable in advance under certain circumstances. Fiduciary and Regulatory Duties of the Sponsor The Sponsor is not effectively subject to the duties and restrictions imposed on “fiduciaries” under both statutory and common law. Rather, the general fiduciary duties that would apply to the Sponsor are defined and limited in scope by the Trust Agreement. Under Delaware law, a shareholder may bring a derivative action if the shareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at issue or (ii) acquired the status of shareholder by operation of
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