DEPOSITARY TRUST AGREEMENT
The Depository owes no fiduciary duties to the Trust or the Shareholders, is not required to act in their best interest and could resign or be removed by
the Sponsor, which would trigger early termination of the Trust.
The Depository is not a trustee for the Trust or the Shareholders. As stated above,
the Depository is not obligated to maximize the interest rate paid to the Trust. In addition, the Depository has no duty to continue to act as the depository of the Trust. The Depository can terminate its role as depository for any reason whatsoever
upon 90 days notice to the Trust. If directed by the Sponsor, the Trustee must terminate the Depository. Such a termination might result, for example, if the Sponsor determines that the interest rate paid by the Depository is inadequate. In
the event that the Depository was to resign or be removed, the Trust will be terminated.
Redemption orders are subject to rejection by the Trustee
under certain circumstances.
The Trustee will reject a redemption order if the order is not in proper form as described in the Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such rejection could adversely affect a redeeming Shareholder. For example, the resulting delay would adversely affect the value of the Shareholders
redemption distribution if the NAV were to decline during the delay. See Creation and Redemption of Shares Redemption Procedures Suspension or rejection of redemption orders. In the Depositary Trust Agreement, the Sponsor
and the Trustee disclaim any liability for any loss or damage that may result from any such rejection.
The liability of the Sponsor and the Trustee
under the Depositary Trust Agreement is limited and, except as set forth in the Depositary Trust Agreement, they are not obligated to prosecute any action, suit or other proceeding in respect of any Trust property.
The Depositary Trust Agreement provides that neither the Sponsor nor the Trustee assumes any obligation or is subject to any liability under the Trust
Agreement to any Shareholder, except that they each agree to perform their respective obligations specifically set forth in the Depositary Trust Agreement without negligence or bad faith. Additionally, neither the Sponsor nor the Trustee is
obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any Trust property. The Depositary Trust Agreement does not confer upon Shareholders the right to prosecute any such action,
suit or other proceeding.
The Depositary Trust Agreement may be amended to the detriment of Shareholders without their consent.
The Sponsor and the Trustee may amend most provisions (other than those addressing core economic rights) of the Depositary Trust Agreement without the consent
of any Shareholder. Such an amendment could impose or increase fees or charges borne by the Shareholders. Any amendment that increases fees or charges (other than taxes and other governmental charges, registration fees or other expenses), or that
otherwise prejudices any substantial existing rights of Shareholders, will not become effective until 30 days after written notice is given to Shareholders.
OTHER RISKS
Due to the increased use of
technologies, intentional and unintentional cyber attacks pose operational and information security risks.
With the increased use of technologies such
as the Internet and the dependence on computer systems to perform necessary business functions, the Trust is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.
Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches of the Trusts third party service providers (including, but not limited to, the Trustee and the Sponsor) have the ability to
cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Shareholders or Authorized Participants to transact business in Shares and Baskets respectively, violations of applicable privacy and other
laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. The Trust
and its Shareholders could be negatively impacted as a result.
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