I. Product Summary 1. Project Name: Superstate Asset Trust 2. Product Name: Superstate Short Duration US Government Securities Fund (“USTB”) 3. Product Type / Underlying Asset: Short Duration U.S. Treasury Bills 4. Issuer Jurisdiction: United States 5. Product Website: Superstate - USTB Fund 6. Primary contact name, title, and method of contact: Name: Francis Gowen (FIG) Title: Protocol Relations Lead, Superstate Inc., the Fund’s Investment Manager Email: fig@superstate.co Twitter & Telegram: @francisgowen II. Company Details 1. Company Description Superstate is an asset management firm modernizing investing through tokenized financial products. We offer investment products that benefit from the speed, programmability, and compliance advantages of blockchain tokenization. Superstate’s suite of products currently includes a tokenized T-Bill fund (USTB), and a tokenized crypto cash and carry fund (USCC) collectively Superstate Funds. Learn more about Superstate here. 2. Key Personnel Biographies Robert Leshner, CFA Co-founder and CEO Robert is a serial entrepreneur and previously co-founded Compound Labs. Robert has been directly responsible for designing smart contracts such as Governor Bravo and the ERC-7246 token standard, Encumber. Robert is the former chair of the San Francisco Revenue Bond Oversight Committee and is a Chartered Financial Analyst. Additionally, he is a venture investor at Robot Ventures and co-hosts The Chopping Block, a crypto-native podcast. Reid Cuming, Co-founder and COO Previously, Reid was the VP and GM of Compound Treasury. Before Compound, Reid was Head of Product at Chime and led product management at Stripe and Block (f/k/a. Square), building new products and infrastructure including Stripe Identity and Square’s machine learning platform. He is a former restructuring consultant and current angel investor and venture scout for Greylock. Jim Hiltner, CFA, Co-founder and Head of Business Development Previously, Jim was the Director of Sales at Compound Treasury, and held senior sales leadership and go-to-market roles in early-stage FinTech companies, including as a VP at Pagaya where he managed bank, FinTech, and card network partnerships, and as the Director of Sales at Visible Alpha where he was the first commercial team member responsible for building the institutional client base. Jim graduated with a double major in Finance and Management with a minor in Math from the University of Miami (FL) and is a Chartered Financial Analyst. Alexander Zozos, General Counsel Alex has worked on blockchain securities for >7 years. Alex served as a Special Counsel at the SEC where he contributed to the FinTech Working Group and focused on secondary trading of digital assets. Immediately before joining Superstate, Alex worked as Associate General Counsel at Coinbase where he worked closely with the MakerDAO community on ratifying MIP81 (Coinbase USDC Institutional Rewards) in addition he focused on Coinbase’s tokenization, brokerage, and derivatives exchange legal initiatives. Jonathan Walch, Head of Engineering Previously, a core engineer at Frax Finance and a smart contract auditor at Macro. He identified significant vulnerabilities in MakerDAO, Sommelier Finance, and Thirdweb. Jonathan serves as a technical advisor for crypto startups. Additionally, Jon is a former CTO, founder, and engineering leader, beginning his career at Morgan Stanley. 3. Team Size: ~20 4. Years in Operation: ~1 year III. Product Information 1. Describe the product: Investment Strategy USTB offers Qualified Purchasers access to short-duration U.S. Treasury Bills. USTB’s investment objective is to seek current income as is consistent with liquidity and stability of principal, targeting returns in line with the federal funds rate. The Fund is sub-advised by Federated Hermes, an ~$800B AUM asset manager. The majority of the assets they manage are deployed in Money Market strategies. Susan Hill, CFA is the Portfolio Manager responsible for executing the Fund’s mandate. She brings decades of investing experience managing assets for institutions and is specifically responsible for overseeing ~$300B in fixed-income assets. Legal Structure USTB is a separate series of Superstate Asset Trust (a Delaware Statutory Trust). USTB is a private fund pursuant to Section 3(c)(7) of the Investment Company Act. USTB is only available to a limited subset of potential investors that meet the criteria outlined in the Private Placement Memorandum. Investors must undergo AML, KYC, and sanctions compliance checks. Fund Mechanics Investors may purchase Shares of USTB via USDC or USD (“cash”) which may be issued in the form of ERC-20 tokens. This tokenized ownership is composable and transferable where one Share is represented by one USTB token on Ethereum. Transferring the USTB token effectively transfers ownership of the underlying share of the Fund. Investors who complete onboarding may identify Ethereum addresses to an AllowList, a smart contract managed by Superstate Inc. that approves KYC’d entities to interact with USTB tokens. Daily NAV/S (also available onchain via Chainlink), transparent holdings, yield, and more are available via the Investor Portal or by visiting: Superstate - USTB Fund Service Providers Overview USTB’s U.S. Treasury Bills are held in custody in a segregated custodial account at an OCC-charted financial institution, UMB Bank in the name of USTB. USTB is audited annually by Ernst & Young LLP (“EY”), ensuring the accuracy of accounting for investors. NAV Fund Services calculates the Fund’s NAV/S daily based on holdings and activity, providing rapid data delivery to Superstate through their API. The Net Asset Value (“NAV”) is then displayed on our website and used to determine the share price for purchases and redemptions. Circle Internet Financial, LLC (“Circle”) facilitates the conversion of USD to USDC and vice versa, providing each client with a unique USDC Purchase Address on Ethereum and sending USDC proceeds to Investors’ designated Ethereum addresses. Fireblocks ensures an m/n approval process to initiate and sign digital transactions to: a) mint USTB tokens, and b) add investors’ Ethereum addresses to the AllowList. Investor Portal Our easy to use Investor Portal helps you track and manage your investments in Superstate Funds. The Investor Portal has three sections: Portfolio: View your holdings, purchase and redeem instructions, and your transactions. Documents: View key Superstate Funds documents. Settings: Manage your Organization and Entity settings. Your organizational settings include your team, while each Investing Entity includes a section for applications, purchase destination, payout destination, and address. In this guide, we’ll show you how it works and the simple UX: https://docs.superstate.co/superstate/investor-portal 2. Describe the underlying asset: USTB’s investment mandate ensures at least 95% of the portfolio is invested in short-duration U.S. Treasury Bills. Up to 5% of the portfolio at any time can be held in cash to facilitate liquidity; however, given the highly liquid nature of the portfolio, cash positions are kept at a minimum at all times. Additionally, USTB’s mandate is to maintain an average portfolio duration of one year or less. See below for a table of current holdings sorted by Maturity Date (also on the USTB page here). The current weighted average duration is ~29 days. CUSIP Security Name Maturity Date Units Base Cost Portfolio % 912797KD8 United State Treasury Bills DTD 2/29/2024 8/29/2024 08/29/2024 3,050,000 3,037,495.00 2.61 % 912797LA3 United States Treasury Bills DTD 5/7/2024 9/3/2024 09/03/2024 8,960,000 8,916,723.20 7.67 % 912797GL5 United State Treasury Bills DTD 9/7/2023 9/5/2024 09/05/2024 4,670,000 4,646,042.90 4.00 % 912797LG0 United States Treasury Bills DTD 5/14/2024 9/10/2024 09/10/2024 14,130,000 14,047,198.20 12.08 % 912797KK2 United State Treasury Bills DTD 3/14/2024 9/12/2024 09/12/2024 12,695,000 12,616,798.80 10.85 % 912797LH8 United States Treasury Bills DTD 5/21/2024 9/17/2024 09/17/2024 12,385,000 12,299,791.20 10.58 % 912797KL0 United State Treasury Bills DTD 3/21/2024 9/19/2024 09/19/2024 3,550,000 3,524,653.00 3.03 % 912797LJ4 United States Treasury Bills DTD 5/28/2024 9/24/2024 09/24/2024 8,500,000 8,433,020.00 7.25 % 912797KM8 United States Treasury Bills DTD 3/28/2024 9/26/2024 09/26/2024 15,700,000 15,571,574.00 13.39 % 912797GW1 United State Treasury Bills DTD 10/5/2023 10/3/2024 10/03/2024 7,175,000 7,109,922.75 6.12 % 912797LS4 United States Treasury Bills DTD 6/11/2024 10/8/2024 10/08/2024 6,050,000 5,990,831.00 5.15 % 912797KT3 United States Treasury Bills DTD 4/11/2024 10/10/2024 10/10/2024 3,825,000 3,786,597.00 3.26 % 912797LT2 United States Treasury Bills DTD 6/18/2024 10/15/2024 10/15/2024 2,000,000 1,978,560.00 1.70 % 912797LU9 United States Treasury Bills DTD 6/25/2024 10/22/2024 10/22/2024 5,000,000 4,941,350.00 4.25 % 912797HE0 United State Treasury Bills DTD 11/2/2023 10/31/2024 10/31/2024 1,000,000 987,030.00 0.85 % 912797LD7 United States Treasury Bills DTD 5/16/2024 11/14/2024 11/14/2024 2,220,000 2,187,033.00 1.88 % 912797LE5 United States Treasury Bills DTD 5/23/2024 11/21/2024 11/21/2024 2,000,000 1,968,380.00 1.69 % 912797MN4 United States Treasury Bills DTD 8/13/2024 12/10/2024 12/10/2024 1,000,000 983,505.30 0.85 % 912797MP9 United States Treasury Bills DTD 8/20/2024 12/17/2024 12/17/2024 1,000,000 983,525.94 0.85 % 912797MQ7 United States Treasury Bills DTD 8/27/2024 12/24/2024 12/24/2024 1,250,000 1,229,670.84 1.06 % 912797KA4 United States Treasury Bills DTD 2/22/2024 2/20/2025 02/20/2025 1,000,000 972,720.00 0.84 % Holdings are subject to change, pursuant to USTB’s investment mandate. 3. How is yield transferred to the tokenholder (i.e., via rebasing, distributions, price accrual, etc.) and how often? USTB shares may be issued as a yield-bearing ERC-20 token, USTB token, or as Book Entry shares. Each USTB token is one share in USTB, and the number of shares issued (USTB tokens minted) is equal to the Purchase Amount ($) divided by the Net Asset Value per share (NAV/S) on a given Market Day. Market Days are when both the New York Stock Exchange and the Federal Reserve Bank of Philadelphia are open. USTB token has 6 decimal places, with 1.000000 (1e6 on Ethereum) representing one unit of USTB. The NAV/S started at $10 and increases daily due to the Fund’s investments accruing interest. NAV/S is calculated by a reputable third party, NAV Fund Services, by dividing the total Assets Under Management (AUM) by the total number of shares in the Fund. This calculation occurs once per market day and reflects the price per share of USTB based on its underlying asset prices. Investors redeeming USTB may elect to receive USDC or USD equivalent to the number of shares/tokens times the NAV/S on a given Market Day. USTB functions similarly to Lido’s wstETH, where your token balance remains static unless you mint, burn, or transfer. The NAV/S increases over time, allowing investors to redeem a share of USTB for an increasing amount of U.S. Dollars or USDC. You can read more about the yield and token mechanics, here. 4. What is the jurisdiction of the issuer and key entities? Investment Manager: Superstate Inc.: United States Trust: Superstate Asset Trust: United States (Delaware) Sub-Advisor: Federated Hermes, Inc.: United States Custodian: UMB Bank, N.A.: United States Auditor: Ernst & Young LLP: United States NAV Calculation Agent: NAV Fund Services, Inc.: United States 5. What are the asset eligibility criteria and/or concentration limitations for the portfolio as defined by the underlying documents? USTB invests at least 95% of its net assets in U.S. Treasury Bills with a duration of one year or less. Assets not invested in U.S. Treasury Bills are to be held in cash. Individual purchases will generally be limited to fixed-rate securities with a final maturity or demand feature of 397 days or less and floating-rate securities with a final maturity or demand feature of 762 days or less. 6. Are any hedging or derivatives permitted in the underlying portfolio? No. USTB’s investment mandate does not permit the use of derivatives 7. Provide a list of all counterparties and service providers used by your product (i.e., custodians, trustees, reporting agents, exchange agents, banks, etc). Provide flow-charts or diagrams for all related entities and counterparties, if available. In 2023, Superstate Inc. conducted a robust Request For Proposal (RFP) process to identify world-class service providers to support USTB. The following list reflects the companies selected to support the Fund: Investment Adviser: Superstate, Inc. Superstate Inc., the Fund’s Investment Adviser, is currently an Exempt Reporting Adviser (“ERA”) with the U.S. Securities and Exchange Commission (“SEC”) in reliance on the private fund adviser exemption under the Investment Advisers Act of 1940 (“Advisers Act”). Information about Superstate Inc. can be found by visiting the SEC website www.adviserinfo.sec.gov and searching for our firm name. Superstate Inc. also develops proprietary technology (both onchain and off-chain) for the Fund. Sub-Advisor: Federated Hermes Federated Hermes, contracted by Superstate Inc., is the Fund’s Sub-Advisor to ensure investors’ assets are managed by professional and experienced Portfolio Managers. Federated Hermes is a leading fixed-income asset management firm that was founded in 1955 with over ~$800B in AUM – it is a publicly-traded company that adheres to strict reporting and audit standards. Susan Hill, CFA, Senior Vice Portfolio Manager and Head of Government Liquidity Group at Federated Hermes, is the portfolio manager responsible for executing the investment mandate for the Fund and has 30+ years of experience, directly responsible for managing ~$300B+ AUM across multiple funds. Discover more about our partnership here: Federated Hermes - LinkedIn Custodian: UMB Bank, N.A. All underlying securities (U.S. Treasury Bills) in the Fund are held in a segregated custodial account in the name of USTB at UMB Bank, N.A., USTB’s Custodian. Assets are held in a custody account at UMB that are segregated consistent with the Customer Protection Rule and are not rehypothecated, lent against, or otherwise encumbered. This means USTB’s assets are securely held at UMB and if there is an unlikely credit or stress event, USTB’s assets will remain protected and available for withdrawal. UMB Bank, N.A., is a U.S.-based, OCC-chartered bank (charter #23920). It has provided comprehensive business banking services and asset management for more than a century and now custodies $44B+ in assets. If investors choose to purchase shares in the USTB using fiat (USD), client-specific wire instructions will be provided to directly send to USTB’s UMB bank account. NAV Calculation Agent: NAV Fund Services Based on USTB’s holdings, trading activity, and inflows/outflows, NAV Fund Services calculates the Fund’s Net Asset Value (“NAV”) each Market Day. The NAV is delivered daily to Superstate via API which is then displayed on our website and used to determine the price for purchases and redemptions. NAV Fund Services is committed to rapid data delivery and offers overnight fund administration, with over $300B in assets under administration (“AUA”) across hundreds of other asset managers. Auditor: Ernst & Young LLP Superstate has contracted with a top-tier audit firm to provide independent annual assessments of the Fund’s financial statements and added transparency for our investors. Ernst & Young LLP (“EY”) is one of the world’s largest accounting firms and is considered one of the ‘The Big 4’, providing global tax, audit, and advisory services to thousands of clients. EY audits USTB annually to ensure accurate financial reporting. USDC Services: Circle Internet Financial Investors can choose to purchase shares with USDC. To facilitate this service, Superstate Asset Trust has contracted with Circle Internet Financial (“Circle) to perform USDC mint/burn services as a convenience to shareholders. Circle will convert USDC to US Dollars (“USD”), and vice versa, for purchases and redemptions into and out of the Fund. MPC: Fireblocks To mint/burn USTB tokens or add new addresses to the AllowList, Superstate requires a m of n approval process. Superstate contracted Fireblocks for their MPC wallet solution to administer this. Fireblocks is a secure private key management service used by Superstate to initiate and sign digital transactions to: a) mint USTB tokens, and b) add investors’ Ethereum addresses to the AllowList. Please see an overview of USTB’s partner ecosystem below. 1600×1000 111 KB 8. What is the AUM of the product? Provide a breakdown by blockchain Type AUM ($) Shares Percentage Ethereum (USTB) $93,219,225.93 9,009,905.52 79.55% Book Entry (No Token) $23,948,731.53 2,316,165.98 20.45% USTB Contract Address (Ethereum): 0x4341…d31C4e AllowList Contract Address (Ethereum): 0x42d7…dE8149 9. What are the standard fees (i.e., subscription, redemption, management, etc.)? USTB’s fees include 1) Management Fee, 2) Fund Operating Expenses, and 3) Other Fees. Note: These fees and expenses are outlined explicitly in the Fund’s Private Placement Memorandum and Investor Agreement. Superstate Inc.’s standard fees include a 0.15% management fee for providing investment management services. a) Note, that Superstate Inc. has waived all fees until the USTB’s asset under management (AUM) exceeds $200M. Fund Operating Expenses include but are not limited to, administrative, audit, custody, financial statement preparation, and Circle Internet Financial fees Other Fees include any expenses not expressly the responsibility of the Investment Manager. a) Superstate Inc. does not charge any subscription or “minting” fees b) Investors are responsible for paying gas fees when “burning” USTB tokens. c) Superstate Inc. does not charge any fees for redeeming from the fund d) There are no fees for redeeming Book Entry shares Superstate Inc. executed an Expense Limitation Agreement (“ELA”) between Superstate Inc. and USTB. In the ELA, Superstate Inc. has agreed to waive or pay for certain expenses on behalf of the Fund. Superstate Inc. (not shareholders) shall continue to be responsible for paying new and/or ongoing expenses related to: (a) the offering and organization of the Trust and the Series, (b) Sub-Advisor fees (c) insurance costs and expenses (e.g., for the assets of the Fund, D&O, E&O), (d) expenses in connection with tokenization of the Shares. 10. Other than the fees described above, can other expenses be paid from the proceeds of the product/assets? All fees and expenses are outlined explicitly in the Fund’s Private Placement Memorandum and Investor Agreement upon subscription as defined within the ELA. These expenses are accrued each market day and are reflected in the Fund’s NAV, enabling investors to easily calculate returns after fees. 11. How is your product permissioned? (e.g., primary users, secondary users) Qualified purchasers seeking to invest must first complete a standard KYC/AML onboarding process administered by a proprietary Investor Portal developed by Superstate Inc. Upon successful onboarding, investors’ Ethereum addresses are added to an AllowList smart contract. The AllowList ensures that only approved addresses can mint, transfer, or receive USTB. This AllowList is administered by a Fireblocks MPC, requiring m of n signatures to add or remove addresses. View the onchain AllowList contract here. USTB is freely transferable between shareholders’ Ethereum addresses on the AllowList using transfer or transferFrom functions. Each function checks that the sender and receiver are both on the AllowList and authorized for that specific token. If either address is not on the AllowList, the transaction will fail. In addition to facilitating peer-to-peer secondary market transactions from wallet to wallet, future DeFi integrations will facilitate lending and borrowing or swaps subject to AllowList constraints and enable more onchain USTB utility. 12. What is the monthly transaction volume for the product? The 30-day transaction volume is $84,196,878.83 as of 7/31/2024. This was across 12 transactions. 13. What is the expected and maximum time for users to subscribe to and redeem from your product? Have you had any interruptions in your ability to process redemptions and subscriptions? Primary Liquidity USTB offers daily liquidity each Market Day and we process purchases/redemptions at 9:00 AM ET. Market Days are when both the New York Stock Exchange and the Federal Reserve Bank of Philadelphia are open. Purchases Investors can purchase USTB by either transferring USDC to a client-specific USTB Purchase Address (which is a Circle deposit address) or by initiating a bank wire to USTB’s custodian with a unique memo attributing the purchase to the investor. If funds are received before 9:00 AM ET on a Market Day, the investor will receive USTB at the prior Market Day’s closing NAV/Share, minted shortly after 9:00 AM ET. If funds are received after 9:00 AM ET, the investor will receive USTB at the next available NAV/Share, shortly after 9:00 AM ET on the next Market Day. Purchases are viewable in the Investor Portal, and you will receive confirmation emails when a purchase has been initiated and completed. Gas fees to transfer USDC or bank fees to wire U.S. Dollars for purchases are the responsibility of the investor. Redemptions Investors can redeem from USTB by either transferring USTB to the token contract or by calling the burn() function on the token. If a redemption request is received before 9:00 AM ET on a Market Day, tokens/shares will be redeemed at that Market Day’s closing NAV/Share. The investor will receive USDC or USD on the same day (T+0). For redemptions before the cutoff time (9:00 AM ET), we instruct Federated Hermes, USTB’s sub-advisor, at 9:00 AM ET to sell securities, aiming to settle by 1:00 PM ET. This allows UMB Bank to wire USD back to Circle, returning USDC to Spark the same day (T+0). We anticipate this will occur the majority of the time, given the assets in the Fund. If U.S. Treasury Bills don’t settle before the wire cut-off, USDC will be returned the following Market Day. If a redemption request is received after 9:00 AM ET on a Market Day, tokens/shares will be redeemed at the next Market Day’s closing NAV/Share. The investor will receive USDC or USD the next day (T+1). For redemptions after the cutoff time (9:00 AM ET), we instruct Federated Hermes, the Fund’s sub-advisor, at 9:00 AM ET the next day to sell securities, following the same process as above. Redemptions are viewable in the Investor Portal, and you will receive confirmation emails when a redemption has been initiated and completed. Gas fees to transfer USTB to the token contract address are the responsibility of the investor. The Fund’s PPM and Investment Agreement allow up to T+2 for redemptions as a conservative buffer. However, since inception, over $150M in gross redemptions have been processed, with each one settled to clients either within T+0 or T+1 with no interruptions in our ability to process redemptions. 14. Provide a description of the subscription and redemption process. Include a diagram of the flow of funds, including each party involved. As a convenience to shareholders, purchases and redemptions may be made with USDC or fiat (USD), resulting in two unique, but similar, flows of funds. All subsequent responses will focus solely on USDC, as the Sky Ecosystem does not intend to engage with fiat rails. USDC Flow of Funds AllowList Spark will undergo Superstate’s KYC/AML onboarding process and once approved may add Ethereum addresses to the AllowList, identifying one address as the Primary AllowList Address where all USTB tokens will be minted. AllowList addresses can be changed at any time via the Superstate Investor Portal. Purchases To initiate a purchase of USTB, Spark will transfer USDC to their USTB Purchase Address, which is a unique Circle deposit address provided after successful onboarding and available in the Superstate Investor Portal at all times. Upon receipt of USDC, Circle Financial converts USDC to USD (“cash”) and sends it to the Custodian, UMB Bank. Once the cash has settled, Federated Hermes is instructed to deploy capital per the mandate. Tokens are minted shortly after 9:00 AM ET every day, so depending on when purchases are made it will either be T+0 or T+1. Each token is a 1:1 representation of the number of shares resulting from a purchase. The quantity of shares issued/tokens minted is calculated by dividing the dollar value of USDC (or cash) by the Market Day’s NAV. Superstate pays gas fees for minting USTB tokens to Spark’s Primary AllowList Address. Redemptions Redemptions can be initiated one of two ways: 1) call the token’s burn() function or 2) transfer the tokens to the USTB Contract Address: 0x43415eB6ff9DB7E26A15b704e7A3eDCe97d31C4e. Instructions for redeeming shares from the USTB are available in the Superstate Investor Portal at all times. Upon the receipt of a redemption request, Superstate Inc. instructs Federated Hermes to sell U.S. Treasury Bills. The proceeds of this sale are settled in cash at UMB Bank, which then wires to Circle. Circle mints the corresponding amount of USDC and automatically sends it back to the USDC Proceeds Address designated and controlled by the DAO. The USDC Proceeds Address can be updated in the Investor Portal at any time. Gas fees to burn or transfer USTB are paid by Spark. |625.0666666666666x391 |625.0666666666666x391 1600×1000 210 KB 15. Have any liquidity vehicles been established to enhance redemption and subscription efficiency? If so, describe how they work. Secondary Liquidity Currently, USTB supports daily liquidity on Market Days for both purchases and redemptions. Superstate recognizes the importance of more immediate liquidity needs, especially when redeeming from the Fund outside market hours. To satisfy this need, Superstate is currently exploring ways to enhance the liquidity profile around USTB including discussions with various DeFi protocols (DEXs, Borrow/Lend protocols, etc.), Market Makers, stablecoin issuers and lenders to facilitate 24/7 liquidity. USTB is currently supported by institutional intermediaries (e.g. Custodians, OTC desks, and Prime Brokers), allowing clients to use USTB as collateral or for settlement. We’re also in discussion with various Centralized Exchanges as well to support similar use cases. For more details on these case studies, please see the press releases below. Creating More Efficient Markets with Tokenized Assets – FalconX BitGo Sets the New Standard for Tri-Party Digital Asset Transactions with Arbelos Markets, Nonco, and Superstate’s USTB Separately, Superstate created the Superstate Industry Council (“SIC”) to help expand the adoption of tokenized assets across the ecosystem. These members, chosen for their diverse perspectives and expertise, focus on areas across DeFi, trading, market making, custody, prime brokerage, exchanges, Layer 2s, and interoperability solutions. 16. With what product can subscriptions and redemptions be made? (i.e., fiat, Dai, USDC, etc.) Currently, subscriptions and redemptions may be made with USDC or fiat (USD). 17. What are your future development plans for the product? Superstate is committed to bridging the gap between decentralized finance (DeFi) and traditional finance (TradFi), expanding the reach and functionality of tokenized assets like USTB. We’re innovators in both spaces, combining DeFi expertise with a focus on compliance and investor protection. To enhance liquidity and market accessibility, we’re looking to expand USTB integrations with both centralized finance (CeFi) and DeFi platforms to offer more versatile trading options. We’re also interested in developing instant redemption contracts for quicker liquidity and are currently lining up capital / market makers. We aim to bring USTB multichain and support other L1 USDC subscription/redemption flows pursuant to investor demand. Our Investor Portal and onboarding process continue to be refined enhancing seamless access to assets and tools for effective investment management. It currently features 2FA for security and roles/permissions to manage Investors’ access. This functionality further protects your account and allows Client Admins to edit account information. Superstate is broadening custodian support for all our products, to ensure investors can confidently manage their Superstate investments wherever they hold their assets. We’re also engaging with regulators to bring more assets onchain, creating a more transparent financial ecosystem. In collaboration with Mountain and Arbitrum, we’re supporting innovative projects through professional asset management. Morpho STEAK USD from Steakhouse and stUSD from Angle are also now indirectly backed by USTB. We’re also expanding our product suite with new funds and bringing our solutions to international markets. The Superstate Industry Council provides a forum for open dialogue with industry leaders to shape the future of finance as well as solicit feedback and incubate solutions to challenges that members face to continually grow and improve USTB and the entire onchain ecosystem. We’re leading financial institutions onchain with superior technology and benefits, seeking to establish a new industry standard. IV. Legal Structure 1. Explain the legal structure of the product and the jurisdictions in which it operates USTB is a private fund pursuant to Section 3(c)(7) of the Investment Company Act. USTB is organized as a Series in a Delaware Statutory Trust (DSTA) and is available to qualified purchasers who meet the criteria outlined in the Private Placement Memorandum. Potential investors must undergo AML, KYC, and sanctions compliance review. The Fund is currently available to Qualified Purchasers in the United States, the Cayman Islands, the British Virgin Islands, and Bermuda as well as jurisdictions that permit reverse inquiry by qualifying investors. Superstate continues to expand access to the USTB in additional jurisdictions. Superstate Inc. is a Delaware corporation. Superstate Inc. is currently an Exempt Reporting Adviser (“ERA”) with the U.S. Securities and Exchange Commission (“SEC”) in reliance on the private fund adviser exemption under the Investment Advisers Act of 1940 (“Advisers Act”). Information about Superstate Inc. can be found by visiting the SEC website www.adviserinfo.sec.gov and searching for our firm name. 2. What regulatory bodies oversee the product? USTB is exempt from SEC registration by operating consistent with Section 3(c)(7) of the Investment Company Act and is only available to qualified purchasers who meet certain criteria as outlined in the Private Placement Memorandum. USTB is offered pursuant to 506(c) exemption of Regulation D of the Securities Act of 1933 and has filed Form D available here. Superstate Inc. as an ERA is subject to inspection and examination by the SEC. 3. What licenses, permits, certificates, authorizations, registrations, concessions, approvals, and exemptions does your product or company hold? USTB is exempt from registration with the U.S. Securities and Exchange Commission (SEC) as a private fund per Section 3(c)(7) of the Investment Company Act and is only available to qualified purchasers who meet certain criteria as outlined in the Private Placement Memorandum. The Fund is offered pursuant to 506(c) exemption of Regulation D of the Securities Act of 1933 and has filed Form D available here. USTB is designated by the Bermudian Monetary Authority (“BMA”) as an Overseas fund pursuant to Section 5A of the Investment Funds Act 2006. 4. How is bankruptcy remoteness established for assets of this product? Does the issuer have more than one product? Please provide separately any related legal opinions or supplementary documents regarding bankruptcy remoteness. USTB is bankruptcy-remote from Superstate Inc. and is organized as a separate Series of Superstate Asset Trust, a Delaware Statutory Trust under the Delaware Statutory Trust Act (“DSTA”). Superstate Asset Trust structure affords each Superstate Fund (USTB and USCC) with limitation on inter-series liability. Each Superstate Fund is established as an independent and separate Series from each other that is bankruptcy remote. This structure ensures that shareholders’ investments are both separate from Superstate Inc.'s balance sheet and are siloed from each other. 5. What rights do token holders have? Investors in USTB are the owners of USTB and are granted shareholder rights as detailed in the Fund’s offering materials (shared with GrandPrix@steakhouse.financial over email on 08/28/2024). Each shareholder benefits from the inter-series limitation of liability provided by the DSTA, meaning they are siloed from liabilities arising from other series issued by Superstate Asset Trust. 6. Are there any pending or threatened legal proceedings or investigations against the company or any of its officers? No. 7. Describe any conflicts of interest the company or product may have with its officers or Sky USTB’s Investment Manager is a fiduciary to USTB and therefore is required to act in its best interests. Steakhouse Financial is a member of the Superstate Industry Council, collaborating with Superstate and other members to help increase the adoption of tokenized assets across the ecosystem. Their participation in the SIC is non-compensatory and they provide objective feedback to help the entire space grow, not just Superstate’s products/roadmap. 8. Explain the potential tax implications associated with the product On Market Days, NAV Fund Services will provide the NAV per share, reflecting the valuation of the securities in the portfolio, net of expenses, on a per-share basis. When investors purchase or redeem USTB, the transaction is recorded at the applicable NAV per share for that Market Day. Any gain realized between the redemption proceeds and the original purchase amount is subject to taxation at the investor’s applicable tax rate. USTB does not distribute dividends or make other distributions, so the primary tax consequence arises from the gain or loss realized on redemption. No taxes are withheld on any transactions within the Fund. USTB intends to operate in a manner that allows it to be treated as a partnership for U.S. federal income tax purposes. Therefore, USTB is not expected to be subject to federal income tax liability and investors are responsible for fulfilling their tax obligations and are advised to consult with a tax advisor. NAV Fund Services will prepare a Schedule K-1 annually for each investor, detailing their share of the Fund’s gains or losses for the year. Foreign investors will also receive a Form 1042-S reflecting that none of the Fund’s income is considered ECI. V. Performance, Reporting, and Technical 1. Provide historical performance relative to the most relevant benchmark and explanations for any deviations from the benchmark Since inception, USTB has had an average daily tracking error of -0.03%, and performance has met the objective of yield tracking in line with the Federal Funds Rate: https://www.newyorkfed.org/markets/reference-rates/effr You can view the historical NAV/S data available via API here. 2. Describe the frequency, content, and process for performance and portfolio transparency reports. Who provides these? Account Information Investors receive monthly statements prepared by USTB’s NAV Calculation Agent, NAV Fund Services (see example below). In addition, the Investor Portal gives investors transparency into their current balances, historical transactions, fund details, and securities holdings. For transparency, members of the Spark Star can share the monthly statements on the public forum. Also, multiple users can be added to the Investor Portal with either Admin or Team (read-only) privileges to get real-time access to all information available related to Spark’s position and underlying exposures. Fund Information More helpful fund statistics such as daily NAV/S, AUM, performance, and weekly holdings are publicly available at the following link, which the Sky community can easily access at any time: superstate.co/ustb. We also provide USTB’s unaudited financials through the Investor Portal. We have partnered with Chainlink to bring our NAV/S API onchain and it can easily integrate with tools developed by Powerhouse (such as Connect and the RWA Reporting Tool for BA Labs). Superstate is also working with Chainlink to provide real-time visibility into underlying assets via Chainlink’s Proof of Reserves oracle. This ensures that DAI (or USDS) holders and Sky can always view the collateral backing the stablecoin through USTB, providing real-time transparency to facilitate stability. Example Account Statement produced by NAV Fund Services for Spark. |356.2110484671038x462 |356.2110484671038x462 866×1122 75 KB 3. Describe the accounting and auditing processes for the portfolio and product NAV Fund Services performs daily accounting for USTB, valuing the securities in the portfolio and calculating the NAV per share. Each day the NAV per share increases based on the net income of the fund: the excess Treasury Bill interest income over any USTB expenses or the management fee. At the end of the year, NAV prepares the annual financial statements and prepares tax filings for all investors who owned shares during the prior fiscal year. The daily NAV is available per API and is published on our website. Ernst & Young LLP, one of the ‘Big Four’ accounting firms, performs annual financial statement audits for USTB. The first audit of USTB will be for FY 2024 and will begin in January 2025. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America (“GAAS”), as established by the American Institute of Certified Public Accountants (“AICPA”). The results of this audit should be completed by March 2025 and will be made available to Spark for review. 4. Describe the technical implementation of your product The USTB token uses blockchains to deliver a secure and seamless investment experience. USTB’s infrastructure ensures scalability, security, and compliance. Here’s a summary of the implementation: a) Onchain Overview: AllowList Proxy - https://etherscan.io/address/0x42d75c8fdbbf046df0fe1ff388da16ff99de8149 USTB Token Proxy - https://etherscan.io/address/0x43415eB6ff9DB7E26A15b704e7A3eDCe97d31C4e Chainlink USTB Oracle - https://etherscan.io/address/0x289B5036cd942e619E1Ee48670F98d214E745AAC Our smart contracts are designed to be flexible, allowing for upgrades as needed. Key functions, like minting tokens and managing the allowlist, are securely controlled by the Superstate Admin Address to ensure proper oversight and compliance. b) USTB: A standard Upgradable OpenZeppelin ERC-20 implementation with a few changes: USTB verifies that all holders are on the Superstate-controlled AllowList and are authorized for the specific token. Burn - Investors can call the burn function or transfer their USTB token to the contract address to initiate a redemption Mint - Superstate can call the mint function to mint new USTB token shares when investors subscribe to USTB Encumber functionality (see our docs: Smart Contracts | Superstate) c) Transfers: USTB tokens can be freely transferred between Ethereum addresses on the AllowList using transfer or transferFrom functions. Each transaction is verified to ensure both sender and receiver are on the AllowList and authorized for the specific token. d) AllowList: Adds/Removes Ethereum addresses to/from the AllowList with certain permissions. Right now, only the first two booleans in the Permission struct are used. Permission.disallowed means the entity is onboarded to USTB. Ethereum addresses are also grouped by their Entity ID. Entity IDs are how Superstate identifies investors The USTB token contract calls getPermission on the AllowList contract to see if the sender and receiver of USTB token are permitted to hold it. Only the Superstate Admin Address can make any changes to the AllowList, using the following functions setEntityIdForAddress, setEntityIdForMultipleAddresses, setPermission, setEntityPermissionAndAddresses, and setNthPermission. We call these functions when onboarding or offboarding an investor. We only add Ethereum addresses for investors who have successfully completed our KYC / Investment Agreement processes. e) USTB Oracle: Chainlink is responsible for putting the USTB NAV/S price onchain. The Oracle contract uses the AggregatorV3Interface: Chainlink Documentation Blockchain Oracles for Connected Smart Contracts | Chainlink Documentation API reference for using Chainlink Data Feeds in smart contracts. This oracle provides the most up-to-date USTB NAV/S price and functions like other Chainlink oracles. f) Additional Technical Products and Services: Onboarding: We’ve developed a proprietary onboarding tool that simplifies the process of onboarding to USTB, ensuring a smooth and user-friendly experience. Investor Portal: Superstate’s Investor Portal allows Investors to manage and track their portfolio with ease, offering real-time access to account information. APIs for Real-Time Data: Our APIs offer instant access to NAV/S, ensuring Investors have the most current information at their fingertips. Fireblocks: We utilize Fireblocks m/n MPC infrastructure to implement admin controls, requiring approval for minting tokens or adding an address to the AllowList. Internal Reconciliation: We conduct thorough internal reconciliation reporting, daily, to ensure all token balances and financial metrics are accurate and consistent. Public Website: Our website provides detailed fund information such as holdings, yield, and NAV and serves as a central resource for investors. Superstate’s technical implementation is built to support secure, transparent, and user-friendly investment products, meeting the needs of modern clients. This technology stack easily integrates with decentralized ecosystems such as Spark allowing for greater transparency and sustainability. 5. What audits have been performed on the smart contracts involved with your product, by whom, and when? Superstate has performed two smart contract audits for USTB via ChainSecurity and Macro. The full audits are below. Spark can read more about our audits and ongoing $100,000 bug bounty via the Knowledge Base here. Smart Contract Auditor: ChainSecurity Date: November 6th, 2023 Link: https://www.chainsecurity.com/security-audit/compound-suptb Smart Contract Auditor: Macro Date: June 10th, 2024 Link: https://0xmacro.com/library/audits/superstate-2 In addition to smart contract audits, Superstate Inc. has also undergone a systems audit via Trail of Bits. VI. Sky Ecosystem 1. Describe any previous relationship with Sky and familiarity working with DAOs Previously, I contributed to the MakerDAO ecosystem under the Recognized Delegate profile Flipside Crypto. I have deep DAO familiarity and experience serving as a Trustee for dYdX Operations Trust and a Reviewer for Aave Grants. Our Co-Founder Robert, has been a long-time MakerDAO contributor since the Rocket.Chat days. As the former Founder and CEO of Compound, there has been a deep partnership between MakerDAO and Compound, and many former Compound contributors are now part of the Superstate team. Our engineering team is responsible for developing Frax’s Governance, Uniswap’s Frontend, and Scroll’s zkEVM Architecture. You may see our recent contributions to Sky in the Forum and Discord, advising on RWA toolings, and financial reports, and assisting new users. Our general counsel engaged with the MakerDAO community while previously at Coinbase where he was legal counsel that assisted in ratifying MIP81 (Coinbase USDC Institutional Rewards) and implementation. Recently, we have been actively collaborating with the Arbitrum DAO to integrate USTB benefits into its treasury (second-largest allocation at 17%) and Ethena for their Reserve Fund. We have engaged closely with their delegates, STEP committee reviewers, and the Arbitrum Foundation to select and implement Superstate’s products strategically. You can observe our engagement and client service on the forum. At Superstate, we strongly believe in decentralized organizational structures and are committed to supporting DAOs and their communities to thrive in the future through compliant, innovative, and robust asset management. To learn more about our team and our experience, please visit Superstate - About Us. 2. Beyond yield, how might your product benefit the Spark Star and Sky ecosystem? USTB offers investors stability and peace of mind, delivering uncorrelated returns in a simple ERC-20. Sub-advised by Federated Hermes, USTB brings 50+ years of professional asset management on-chain. USTB’s portfolio manager, Sue Hill, has 30+ years of experience and is directly responsible for managing $300B+ AUM across multiple funds. By onboarding to USTB, the Sky ecosystem may easily access other products offered by Superstate Inc., including USCC and future offerings. Most importantly, USTB promises supreme transparency. Today, anyone can see USTB’s holdings, daily NAV, yield, and more by visiting: https://superstate.co/ustb We have partnered with Chainlink to create a Proof Of Reserve oracles on-chain. These transparency features easily integrate into existing and future Sky infrastructure developed by Powerhouse, BA Labs, and Steakhouse Financial. Superstate Inc. organizes and manages the Superstate Industry Council (SIC), a collective of leading traditional and digital asset institutions dedicated to advancing tokenization in traditional finance and capital markets. We are proud to welcome 10+ prominent institutions, in our most recent cohort, bringing the total number of members to 35. See below for a few examples of recently added members: Arbelos Markets Axelar Foundation (Interop Labs) Copper Flow Traders Flowdesk Gemini Hidden Road KBit Laser Digital Nonco Offchain Labs Republic Digital Steakhouse Wakem Capital Xapo Bank SIC members may contribute their expertise and resources to the Sky ecosystem, expanding utility to Spark and future Stars. Many of these institutions are already partners or users of Spark. 3. Does the product have integrations with any other platforms? We are currently exploring integrations with major DeFi protocols including Morpho, Uniswap, Euler, Pendle, and more. USTB is currently integrated with major custodians including Fireblocks, BitGo, Anchorage, and more are on the way. Our vision for Superstate is to make our products widely accessible across different ecosystems and protocols to benefit onchain investors. We are actively engaging with lending protocols, DEXs, and various blockchain networks to ensure our products are available where they will provide the most utility possible in a compliant manner. 4. Do you offer or plan to offer other products that could be appropriate for Spark or other Stars? Superstate recently launched the Superstate Crypto Carry Fund (“USCC”), a private, tokenized fund for qualified purchasers, offering exposure to the crypto “cash-and-carry” trade. USCC provides risk-managed exposure to crypto basis, leveraging price differences between spot and futures markets for Bitcoin and Ether while optimizing yield and risk across basis opportunities, staking, and U.S. Treasury securities. USCC is a series of a Delaware Trust, separate from Superstate, ensuring assets are bankruptcy remote. The Fund is opportunistically managed, with a current 30-day yield of 14.13% (as of 08/28/2024) and a legal structure consistent with USTB. It offers daily liquidity, low fees, and subscription and redemption via fiat or USDC. By onboarding to USTB, Spark and future Stars could more seamlessly access USCC and other future products managed by Superstate Inc. As shared above, Superstate will be launching additional tokenized financial products in the future and will collaborate with Spark or other Stars to understand what other strategies/exposures might be suitable. As we build secondary markets, we’ll also engage Spark and other Stars to understand how they can get better utility and capital efficiency by integrating our products across various protocols or systems, subject to legal and regulatory constraints. Glossary of Terms AllowList Addresses: Ethereum addresses that are approved to interact with send / receive USTB tokens, listed by Investors or Superstate Inc. Primary AllowList Address: The main address designated by Investors for core receiving and custodying USTB token . Secondary AllowList Address: Additional addresses with specific roles or permissions, often for auxiliary functions. USTB Purchase Address: Client-specfic Circle address used specifically for purchasing and subscribing to USTB with USDC. USDC Proceeds Address: Client-specfic Ethereum address where USDC proceeds from redemptions are deposited.