From time to time, the Trust may distribute SUI (or cash from the sale of SUI) received as Staking Consideration to the Trust’s shareholders. The Sponsor expects to implement a staking policy with respect to the Trust, which describes the frequency of, and conditions under which the Trust would make such distributions, if any, to the Trust’s beneficiaries. The Sponsor would make such staking policy available to shareholders on the Sponsor’s website. The Staking Arrangements are expected to generally be on market terms, consistent with those typically offered by leading digital asset firms that offer staking functionality. However, the Trust would negotiate certain provisions as necessary or helpful to preserve the Trust’s status as a grantor trust and the security of the Trust’s SUI, as well as to address governmental, policy or regulatory concerns. For example, unlike certain digital asset firms that offer staking functionality through which one’s SUI is pooled with that of others (including, potentially, the Staking Provider in its general staking offerings), the Staking Arrangements would not permit the Trust’s SUI to be pooled with that of other SUI holders, including the Staking Provider or others that stake to the Staking Provider, as described above. In addition, the portion of staking rewards to be received by the Staking Provider is expected to be an agreed percentage of block rewards and transaction fees generated by the validating activities, unlike certain alternative staking arrangements under which a staking provider may be compensated as an agreed percentage of SUI staked. The Trust would have no right to direct the Staking Provider in the conduct of validation activities, except to stake, un-stake and withdraw its staked SUI pursuant to instructions delivered to the Custodian, and would not bear any expenses incurred by the Staking Provider in conducting those activities. In particular, the amount of any Staking Consideration that the Trust receives would not be determined with reference to any expenses incurred by the Custodian or the Staking Provider. The Staking Arrangements would not include any obligation of the Trust to continue staking its SUI, or for the Custodian or the Staking Provider to continue the Staking Arrangements, other than to the extent the Trust’s SUI cannot immediately be un-staked due to requirements of the Sui protocol. There may also be instances where the Staking Provider may pause or terminate its validation activities due to its own independent assessment of the vulnerabilities of the Sui Network which would result in the Trust’s SUI not being staked for a period of time. The Sponsor anticipates that the Sui protocol and the Staking Arrangements would permit withdrawal of staked SUI at regular intervals. The Sponsor believes that market practice for Provider-Facilitated Staking arrangements has largely become standardized, with little variation in terms, and therefore, the Sponsor anticipates that the Staking Arrangements would generally align with the current practice of Staking Providers’ arrangements with other similarly situated third parties, subject to the negotiation of certain bespoke terms outlined above. Accordingly, and because transitioning to a new Staking Provider would involve friction costs, the Sponsor does not expect the Trust to change Staking Providers frequently, if at all. In addition, while the Trust may enter into Staking Arrangements with multiple Staking Providers, the Sponsor anticipates that any such arrangements would be substantively identical in all material respects to the Staking Arrangements described in this prospectus, including, for the avoidance of doubt, the bespoke terms of the Staking Arrangements outlined above. Any material deviation from the Staking Arrangements as described in this prospectus would be disclosed in the Trust’s subsequent filings with the Commission. The Staking Arrangements would not involve a disposition of the Trust’s SUI unless the Staking Provider commits a slash-worthy offense. Currently on the Sui Network, slashing generally operates by social consensus, rather than being automatically applied by the protocol’s code. The Sui community generally aspires to slash 100% of staked assets in cases where a Sui node is maliciously trying to violate safety rules and 0% during routine operations. As a result, there is currently no automatic slashing in the Sui Network. Rather, for regular consensus, after a safety violation, the Sui Network will halt. The validators will analyze the data prior to the halt to determine who was responsible and propose that the stake of the malicious actors responsible for the safety violation should be slashed after restart, typically 100% of their stake. Future protocol upgrades may include the implementation of automated slashing mechanisms, where penalties would be triggered and enforced directly by the network code without requiring social coordination. As of July 2025, there have been no slashing events on the Sui Network. In light of the mechanical and standardized nature of validation activities, the Sponsor does not anticipate that the Staking Provider, which is expected to be an institution of recognized and trusted standing in the digital asset marketplace, with whom the Sponsor has had extensive prior interaction, would commit any slash-worthy offenses in the conduct of the Provider-Facilitated Staking activities. The Sponsor would have the right to direct the Custodian to cease staking the Trust’s SUI with the Staking Provider at any time, subject to the extent the Trust’s SUI cannot immediately be un- staked due to technical considerations, and the Sponsor expects that notice of any slashing event would be timely and permit the Sponsor to halt the staking of the Trust’s SUI, thereby mitigating the risk of permanent loss of the Trust’s SUI without replacement. Security and Controls The Trust’s Custodian has multiple layers of security protocols designed to protect the Trust’s assets from unauthorized access or transfer, which remain in place when the Trust’s SUI is staked. The Trust’s SUI would be staked from the Trust’s wallets and would not be transferred to any other wallet to be staked. The Sui protocol limits the activities of the Staking Provider to executing only those activities specified by the protocol, such as staking, un- staking and performing validation activities and does not enable the Staking Provider to unilaterally transfer staked assets to any wallet not specified by the Sponsor. Accordingly, the Staking Provider would not have any powers to move the Trust’s staked SUI other than to stake or un-stake SUI at the direction of the Sponsor. In particular, the Staking Provider would not be authorized to
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