Zcash ETF PRE 14A, filed Feb 2, 2026
Zcash ETF (ZCSH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
GRAYSCALE ZCASH TRUST (ZEC)
SPONSORED BY GRAYSCALE INVESTMENTS SPONSORS, LLC
(Name of Registrant as Specified In Its Charter)
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((Name of Person(s) Filing Proxy Statement, if other than the Registrant)) |
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Payment of Filing Fee (Check all boxes that apply):
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
Grayscale Investments Sponsors, LLC
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
, 2026
Dear Shareholder:
On behalf of Grayscale Investments Sponsors, LLC, the sponsor (the “Sponsor”) of Grayscale Zcash Trust (ZEC) (the “Trust” or “ZCSH”), I would like to thank you for being a ZCSH investor.
I would like to call your attention to the four proposals we are putting forth in the attached Consent Solicitation Statement. We are extremely proud of the past success of the Trust, and we look forward to improving the product for all current and future investors.
The following is a summary of the four proposals contained in the attached Consent Solicitation Statement:
Although there are certain risks associated with the proposals, we believe that each of these proposals will provide benefits that are advantageous to the Trust and/or that are consistent with terms applicable to certain other investment vehicles that bear similarities to the Trust.
We hope you share our view that these amendments both modernize and simplify ZEC Shares. The Sponsor recommends that you vote “FOR” the four proposals.
Your vote is important. If you have any questions regarding the attached materials or need assistance in voting, please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.
Thank you in advance for your timely consideration of this matter.
Sincerely,
Edward McGee
Chief Financial Officer
Grayscale Investments Sponsors, LLC
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
GRAYSCALE ZCASH TRUST (ZEC)
c/o Grayscale Investments Sponsors, LLC
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
(212) 668-1427
, 2026
CONSENT SOLICITATION STATEMENT
This consent solicitation statement, dated as of , 2026 (the “Consent Solicitation Statement”), is being provided to you on behalf of the sponsor of Grayscale Zcash Trust (ZEC) (the “Trust”), for the purpose of obtaining your consent (the “Consent Solicitation”) to the four proposals described elsewhere in this Consent Solicitation Statement to amend and restate the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) of the Trust, dated as of July 3, 2018, as amended by Amendment No. 1 to the Trust Agreement dated as of January 11, 2019, Amendment No. 2 to the Trust Agreement dated June 28, 2022 and Amendment No. 3 to the Trust Agreement dated March 22, 2024 (as may be further amended from time to time) between Grayscale Investments Sponsors, LLC, as sponsor (the “Sponsor”), and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as trustee (the “Trustee”), in the manner set forth in the draft Second Amended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Second Amendment”). The Sponsor and the Trustee further intend to amend the Trust Agreement to include a number of amendments that clarify and supplement provisions of the Trust Agreement. All capitalized terms used and not defined herein have the meanings ascribed to them in the Second Amendment.
This Consent Solicitation Statement and attached written consent form (the “Written Consent”) are being distributed to eligible holders of beneficial interests in the Trust (the “Shareholders”) starting , 2026. On February 12, 2026, which is the record date for the determination of the Shareholders entitled to act with respect to this Consent Solicitation Statement (the “Record Date”), there were Shares of the Trust outstanding (CUSIP No. 98919Y109) (the “Shares”).
Shareholders who wish to consent to the four proposals must return a properly completed Written Consent form or such other authorized method on or before 4:00 p.m. New York City time, on , 2026 (the “Expiration Date”), which is the 20th calendar day following the date of this Consent Solicitation Statement, subject to early termination of this Consent Solicitation, including if the consent of the Shareholders holding over 50% of the Trust’s outstanding Shares has been received for the four proposals, or the extension of the Expiration Date at the discretion of the Sponsor (together, the “Voting Period”). Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s), otherwise you will be deemed to have voted “FOR” each of the four proposals to amend the Trust Agreement.
Please read this Consent Solicitation Statement before voting. If you have questions about this Consent Solicitation Statement, or if you would like additional information, please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.
The Sponsor recommends that Shareholders vote “FOR” each of the four proposals to amend the Trust Agreement.
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Questions and Answers About the Consent Solicitation
Q: What is the purpose of the Consent Solicitation?
A: This Consent Solicitation Statement is furnished to obtain the consent of the Shareholders to amend the Trust Agreement with respect to the following proposals:
We believe that each of these proposals will provide benefits that are advantageous to the Trust and/or that are consistent with terms applicable to certain other investment vehicles that bear similarities to the Trust.
If any or all of the proposals are adopted, the Sponsor and Trustee will, subject to the substantiation of certain conditions, amend the Trust Agreement to incorporate any or all of the amendments underlying the proposal(s) adopted. The proposals and the ancillary changes to the provisions in the Trust Agreement are contained in Appendix A.
The Sponsor and the Trustee will also amend the Trust Agreement to include additional amendments that clarify and supplement provisions of the Trust Agreement (the “Additional Amendments”). The Additional Amendments do not require the consent of Shareholders pursuant to the provisions of the Trust Agreement. A copy of the amendments to be made to the Trust Agreement if all of the proposals are adopted and if the Additional Amendments are implemented is attached hereto as Appendix B, which, along with these consent materials, will be posted in their entirety at www.grayscale.com/funds/grayscale-zcash-trust. This Consent Solicitation Statement is deemed to include the requisite notice to Shareholders of the Additional Amendments. A discussion of the principal amendments to the Trust Agreement that will be implemented as part of the Additional Amendments can be found beginning on page 12 of this Consent Solicitation Statement.
Q: Who is making this solicitation?
A: The Sponsor is soliciting your vote on four proposals.
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Q: How does the Sponsor recommend I vote on the four proposals?
A: The Sponsor recommends that you vote “FOR” all of the proposals. A vote “FOR” a proposal OR a failure to vote “AGAINST” a proposal means that you consent to the proposal.
Q: Does the Sponsor have an interest in the four proposals?
A: Yes. Proposal 2 will change the frequency by which the Sponsor is paid the Sponsor’s Fee under the Trust Agreement, but will maintain the Sponsor’s discretion regarding when it will instruct the Custodian to withdraw ZEC from the ZEC Account equal to the accrued but unpaid Sponsor’s Fee.
The Trust Agreement currently provides that the Sponsor’s Fee is payable to the Sponsor monthly in arrears.
Under Proposal 2, the Sponsor’s Fee would be payable daily in arrears to the Sponsor.
As the Sponsor’s Fee currently accrues daily under the Trust Agreement, only the frequency of the payment of the Sponsor’s Fee, and not the amount of the Sponsor’s Fee, will change.
The Sponsor does not have an interest in Proposals 1, 3 or 4, other than the efficient operation of and benefits to the Trust.
Q: Who is entitled to vote on the four proposals?
A: Shareholders as of the close of business on February 12, 2026, or the Record Date, may vote on the proposals. On the Record Date, Shares were issued and outstanding. Each Share is entitled to one vote on each proposal.
Q: How many votes does each proposal require?
A: Each proposal requires the consent of over 50% of the Shares outstanding as of the Record Date. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals.
Q: Will there be a Shareholders’ meeting with regard to the four proposals?
A: There will be no meeting of Shareholders with regard to the four proposals.
Q: When is the deadline to vote?
A: Broadridge Financial Solutions, Inc. must receive your vote no later than 4:00 p.m., New York City time, on , 2026, subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding over 50% of the Trust’s outstanding Shares, as of the Record Date, has been received, or the extension of the Expiration Date at the discretion of the Sponsor. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s), otherwise you will be deemed to have voted “FOR” each of the four proposals to amend the Trust Agreement.
Q: How can I vote my Shares?
A: You should have received instructions on how to vote from your broker, bank or other nominee. Please follow their instructions carefully.
You may generally vote by one of the following methods:
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Individual certificates have been issued for the Shares. Also, global certificates have been deposited by the Trustee with the Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee for DTC. Such certificates evidence all of the Shares outstanding at any time.
If you hold your Shares through a broker, bank or other nominee, you are considered the owner of beneficial interests in the Shares (a “beneficial owner”), and your broker is the holder of record. You have the right to direct your broker as to how to vote your Shares. If you request a printed copy of the consent materials by mail, your broker will provide a Written Consent for you to use.
Q: What are broker non-votes?
A: Broker non-votes are shares held by brokers, banks and other nominees that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your Shares in its name and you do not instruct your broker how to vote, your Shares will not be voted on the proposals. Under the terms of the Trust Agreement, a broker non-vote, or an abstention, will have the same effect as a vote “FOR” a proposal.
Q: How can I access the Consent Solicitation Statement electronically?
A: You can view this Consent Solicitation Statement on the internet at www.proxyvote.com.
Q: Can I change my vote?
A: Your latest vote on a proposal is the one that counts. Therefore, you can revoke a prior vote simply by voting again, at any time during the Voting Period, over the internet, with your Written Consent, or by toll-free telephone call.
Q: Whom should I contact if I have more questions?
A: Please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.
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Overview of the Proposals
This Consent Solicitation Statement is furnished to obtain the consent of the Shareholders to amend the Trust Agreement with respect to the following four proposals:
We believe that each of these proposals will provide benefits that are advantageous to the Trust and/or that are consistent with terms applicable to certain other investment vehicles that bear similarities to the Trust.
If any or all of the proposals are adopted, the Sponsor and Trustee may execute the Second Amendment to the Trust Agreement, incorporating the changes with respect to such proposal(s) adopted. The proposals and the ancillary changes to the provisions in the Trust Agreement are contained in Appendix A.
Background
The Trust is an investment trust, formed on October 23, 2017 under the Delaware Statutory Trust Act pursuant to the Trust Agreement. Grayscale Investments Sponsors, LLC is the Sponsor. CSC Delaware Trust Company (formerly known as Delaware Trust Company) is the Trustee. Grayscale Securities, LLC is the Marketing Agent. Coinbase Custody Trust Company, LLC is the Custodian. The Trust’s purpose is to hold ZEC, which are digital assets that are created and transmitted through the operations of the peer-to-peer Zcash Network, a decentralized network of computers that operates on cryptographic protocols. The Trust issues Shares only in one or more blocks of 100 Shares (prior to the adoption of the Additional Amendments) or a number of Shares as may be described in the Memorandum (after the adoption of the Additional Amendments) (a block of Shares is called a “Basket”) to certain authorized participants (“Authorized Participants”) from time to time. Baskets are currently offered only in exchange for ZEC (subject to the approval of Proposal 1, which would provide the Trust with alternative procedures for the creation and redemption of Shares in exchange for the receipt and delivery of cash). The Trust’s investment objective is for the value of the Shares (based on ZEC per Share) to reflect the value of ZEC held by the Trust less the Trust’s expenses and other liabilities. The Trust is not actively managed and does not take any actions to take advantage, or mitigate the impacts, of volatility in the price of ZEC.
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Proposal 1
Alternative Procedures for Creation and Redemption of Baskets
While the Trust Agreement currently provides that the Trust can only create or redeem Shares through the receipt or delivery of ZEC, Proposal 1 will permit the Sponsor to amend the Trust Agreement to provide the Trust with alternative procedures for the creation and redemption of Shares. If the amendments relating to Proposal 1 are adopted, the Sponsor will adopt amendments to the Trust Agreement that would allow the Sponsor to cause the Trust, subject to compliance with certain requirements, to create and redeem Shares in exchange for the receipt or delivery of cash, respectively, from or to an Authorized Participant, among other ancillary changes.
The Sponsor believes that having the ability to cause the Trust to create and redeem Baskets in exchange for the receipt or delivery of cash from or to an Authorized Participant will be beneficial to the Trust and its Shareholders as it will facilitate the participation by Authorized Participants in the creation and redemption process and allow the arbitrage mechanism to function as intended. In order for the Trust to gain this ability, the Trust Agreement must be amended to provide alternative creation and redemption procedures.
The primary amendments to the Trust Agreement are set forth in Section 1.5(a), Section 6.4(c) and Section 13.13 of the Second Amendment.
THE SPONSOR RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 1.
Proposal 2
Sponsor’s Fee
The Trust pays the Sponsor the Sponsor’s Fee in ZEC (subject to certain exceptions). Under the Trust Agreement, the Sponsor’s Fee accrues daily and is payable to the Sponsor monthly in arrears. The Sponsor has discretion regarding when it will instruct the Custodian to withdraw ZEC from the ZEC Account equal to the accrued but unpaid Sponsor’s Fee.
Proposal 2 provides that the Sponsor’s Fee will be payable to the Sponsor daily, and not monthly, in arrears.
The Sponsor has an interest in Proposal 2, since Proposal 2 will change the frequency by which the Sponsor is paid the Sponsor’s Fee. However, as the Sponsor’s Fee currently accrues daily under the Trust Agreement, only the frequency of the payability of the Sponsor’s Fee, and not the amount of the Sponsor’s Fee, will change. The Sponsor will maintain its discretion regarding when it will instruct the Custodian to withdraw ZEC from the ZEC Account equal to the accrued but unpaid Sponsor’s Fee.
The relevant amendments to the Trust Agreement are set forth in Section 6.8(a)(i) of the Second Amendment.
THE SPONSOR RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 2.
Proposal 3
Omnibus Accounts
Proposal 3 will allow a portion of the Trust Estate to be held from time to time in one or more omnibus accounts maintained in order to facilitate the creation and redemption of Shares. This proposal will allow the Trust to utilize the services of the Prime Broker, which will make the creation and redemption of Shares more efficient for the Trust. While certain of the Trust’s ZEC placed in such omnibus accounts could be commingled with the ZEC of other persons for limited periods of time to facilitate the creation and redemption of Shares, the Trust will still otherwise be prohibited from commingling Trust Assets with the assets of any other Person.
The Sponsor believes that having the ability to utilize the services of the Prime Broker will be beneficial for the Trust and its Shareholders. In order to gain this ability, the Trust Agreement must be amended to permit a
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portion of the Trust Estate to be commingled with the assets of other Persons when held in the Settlement Balance from time to time.
The primary amendments to the Trust Agreement are set forth in Section 6.4(h) of the Second Amendment.
THE SPONSOR RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 3.
Proposal 4
The Amendment Process
Under the Trust Agreement, the Trust is currently required to obtain shareholder consent from shareholders holding at least a majority of outstanding shares for any amendment to the Trust Agreement that materially adversely affects the interests of shareholders, with shareholders having been deemed to have consented to the amendment if no objections were made after twenty (20) calendar days of receipt of notice. Proposal 3 will permit the Sponsor to make restatements, amendments or supplements to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement to the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement.
Under Proposal 4, in the Sponsor’s sole discretion, the Sponsor will be permitted to condition any restatement, amendment or supplement to the Trust Agreement upon the consent of shareholders holding at least a majority of outstanding shares. In addition, in the Sponsor’s sole discretion, the Sponsor would be permitted, but is not obligated, to provide that a shareholder shall be deemed to consent to a restatement, amendment or supplement of the Trust Agreement if the Sponsor has notified such shareholder in writing of the proposed restatement, amendment or supplement and the shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the shareholder objects to such restatement, amendment or supplement.
In addition, any notice pursuant to the amended Sections 10.1(a)(ii) or 10.1(a)(iii) of the Trust Agreement would be permitted to be given by the Sponsor to the shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.
Finally, the Trust Agreement prevents the Sponsor from making any restatement, amendment or supplement to the Trust Agreement that adversely affects the status of the Trust as a grantor trust for U.S. federal income tax purposes. Under Proposal 4, the Trust Agreement would permit the Sponsor to make restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes or certain other conditions are satisfied.
The Sponsor believes that having the ability to make restatements, amendments or supplements to the Trust Agreement with notice to, instead of consent of, shareholders would reduce expenses incurred in connection with the consent solicitation process and improve operational efficiency and administrative convenience. Meanwhile, the Sponsor believes that having the ability to make certain other restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the requisite opinion of counsel is obtained or another of the conditions set forth in the amendments are satisfied will enable the Trust to adapt to future developments in the digital asset ecosystem, including with respect to the taxation of digital assets and digital asset transactions, more efficiently and more nimbly than under the currently effective Trust Agreement, while retaining prudent safeguards of the Trust’s intended tax classification.
The primary amendments to the Trust Agreement are set forth in Section 10.1(a).
THE SPONSOR RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 4.
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Potential Disadvantages of the Four Proposals
Proposal 1
Alternative Procedures for Creation and Redemption of Baskets
The treatment of the Trust for U.S. federal income tax purposes is uncertain and may be affected if Proposal 1 is adopted. Although the Sponsor intends to continue to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes, due to the absence of authority directly addressing certain aspects of the Trust’s creation and redemption procedures that would be facilitated by Proposal 1, there can be no complete assurance that the adoption of Proposal 1 will not adversely affect the Trust’s qualification as a grantor trust.
Proposal 2
Sponsor’s Fee
As the Sponsor’s Fee currently accrues daily under the Trust Agreement, only the frequency of the payment of the Sponsor’s Fee, and not the amount of the Sponsor’s Fee, will change. If the amendments relating to Proposal 2 are implemented, the Sponsor’s Fee being payable daily in arrears instead of monthly in arrears as contemplated by Proposal 2 may cause increased costs and administrative burdens for the Trust. However, the Sponsor, and not the Trust, will bear any costs associated with the frequency of payment and any associated transaction fees.
Proposal 3
Omnibus Accounts
If Proposal 3 is adopted and the amendments relating thereto are implemented, the Sponsor intends to continue to keep substantially all of the Trust’s ZEC holdings that are not related to pending creation or redemption orders in segregated custody accounts of the Trust maintained on the books of the Custodian, consistent with the Trust’s current custody arrangements. Additionally, at the Sponsor’s discretion, a portion of the Trust’s ZEC holdings from time to time may be held in omnibus accounts maintained on the books of the Prime Broker. The Sponsor intends to cause the Trust to only hold ZEC in such omnibus accounts to the extent the Sponsor reasonably expects is necessary in connection with the creation and redemption of Shares by Authorized Participants.
ZEC held in omnibus accounts would not be segregated from other ZEC held by the Prime Broker. The Trust has no proprietary rights in or to any specific ZEC held by the Prime Broker in such omnibus accounts and would be an unsecured creditor of the Prime Broker with respect to the ZEC held in such omnibus accounts in the event of the insolvency of the Prime Broker. In the event the Prime Broker becomes insolvent, the Prime Broker’s assets may not be adequate to satisfy a claim by the Trust for the amount of ZEC deposited by the Trust and, in such event, the Trust would generally have no right in or to assets other than those of the Prime Broker. Furthermore, a liquidator may seek to freeze access to the ZEC held in all accounts by the Prime Broker, including the ZEC held in such omnibus accounts. The Trust could incur expenses and delays in connection with asserting its claims, and may not be able to recover the full amount of ZEC deposited with the Prime Broker in such omnibus accounts.
Proposal 4
The Amendment Process
If Proposal 4 is adopted and the amendments relating thereto are implemented, the Sponsor would be permitted to restate, amend or supplement to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement of the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement. In addition, this proposal will allow the Sponsor to make certain restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of
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counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes or certain other conditions are satisfied.
Disenfranchisement of shareholders
Removal of the shareholder consent requirement for the Sponsor to restate, amend or supplement the Trust Agreement could potentially disenfranchise shareholders by reducing the protections that the existing consent process affords and removing their ability to consent or object to any restatement, amendment or supplement of the Trust Agreement that materially adversely affects their interests as determined by the Sponsor in its sole discretion.
Implementation of restatements, amendments or supplements that may not align with shareholder interests
There can be no assurance that the Sponsor will implement restatements, amendments or supplements that align with the interests of shareholders. To the extent shareholders do not agree with future amendments to the Trust Agreement, shareholders will not have any ability to consent or object to such amendments, and the shareholders’ sole recourse will be to divest or, through an Authorized Participant, redeem their Shares prior to the effective date of such amendments.
Implementation of restatements, amendments or supplements that may increase risk to the Trust’s intended tax treatment
It is possible that, in the future, the Sponsor will implement restatements, amendments or supplements to the Trust Agreement that could adversely affect the intended tax treatment of the Trust as a grantor trust for U.S. federal income tax purposes, including on the receipt of an opinion of counsel to the effect that doing so should not cause the Trust to fail to qualify as a grantor trust for those purposes. There can be no assurance that the IRS or any court will agree with any such position, or that the Trust will not cease to qualify as a grantor trust as a result of any such restatement, amendment or supplement.
Effect of Non-Adoption of the Proposals
If any or all of the Proposals are not adopted, the Trust will continue to operate in the same manner as it has operated with respect to the subject matter of the proposal(s) not adopted.
Additional Amendments to the Trust Agreement
In addition to the proposals, the Sponsor intends to execute other non-material amendments that will clarify and supplement provisions of the Trust Agreement. The Additional Amendments summarized below are provided for the convenience of the reader, and are qualified in their entirely by reference to the text of the Second Amendment:
Administrator and Administrator Fee. This amendment modifies the definition of Administrator and Administrator Fee to reflect the possibility that more than one person may act as Administrator of the Shares.
The relevant amendments to the Trust Agreement are set forth in the definitions of “Administrator” and “Administrator Fee” in Section 1.1 of the Second Amendment.
Authorized Participant Agreement. This amendment replaces the definition of Participant Agreement for that of Authorized Participant Agreement and modifies such definition to reflect the fact that the Transfer Agent is a party thereto along with the Trust, the Sponsor and an Authorized Participant.
The relevant amendments are set forth in the definition of “Authorized Participant Agreement” in Section 1.1 of the Second Amendment.
Authorized Participant and Authorized Participant Self-Administered Account. The amendment provides that an Authorized Participant needs access to an Authorized Participant Self-Administered Account only if they are creating or redeeming Shares through In-Kind Orders. Currently, the definition of “Participant” in the Trust Agreement provides that a Participant must have access to a Participant Self-Administered Account.
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The relevant amendments to the Trust Agreement are set forth in the definition of “Authorized Participant” in Section 1.1 of the Second Amendment.
Authorized Participant Self-Administered Account. This amendment provides that the ZEC wallet address of an Authorized Participant Self-Administered Account can also be known to the Custodian as belonging to an agent of the Authorized Participant, as opposed to the Authorized Participant.
The relevant amendments to the Trust Agreement are set forth in the definition of “Authorized Participant Self-Administered Account” in Section 1.1 of the Second Amendment.
Basket and Basket Amount. This amendment modifies the number of Shares that constitute a Basket and that are used to calculate the Basket Amount. While the Trust Agreement provides that a Basket consists of a block of 100 Shares, this amendment provides that a Basket will be a block of 100 Shares, or a number of Shares as may be described in the Memorandum from time to time.
The relevant amendments to the Trust Agreement are set forth in the definitions of “Basket” and “Basket Amount” in Section 1.1 of the Second Amendment.
Distributor. This amendment modifies the definition of Distributor to reflect the possibility that more than one person may act as Distributor of the Trust.
The relevant amendments to the Trust Agreement are set forth in the definitions of “Distributor” in Section 1.1 of the Second Amendment.
Form of Participant Agreement. This amendment removes as an exhibit to the Trust Agreement the form of Participant Agreement.
The relevant amendments to the Trust Agreement are principally set forth in the definition of “Authorized Participant” in Section 1.1 of the Second Amendment.
Liquidity Provider. This amendment amends the definition of Liquidity Provider to clarify that a Liquidity Provider will not be required to enter into an Authorized Participant Agreement with the Trust in order to act as Liquidity Provider with respect to Cash Orders. Liquidity Providers will also not be party to Authorized Participant Agreements with the Trust.
The relevant amendments to the Trust Agreement are set forth in the definition of “Liquidity Provider” in Section 1.1 of the Second Amendment.
Marketing Agent and Marketing Fee. This amendment replaces the definition of Marketer for that of Marketing Agent and modifies the definition of Marketing Fee to reflect the possibility that more than one person may act as Marketing Agent of the Shares.
The relevant amendments to the Trust Agreement are set forth in the definitions of “Marketing Agent” and “Marketing Fee” in Section 1.1 of the Second Amendment.
NAV and NAV Fee Basis Amount. This amendment replaces the definition of Digital Asset Holdings by that of NAV and the definition of Digital Asset Holdings Fee Basis Amount by that of “NAV Fee Basis Amount”. The Trust’s filings with the SEC have previously been adjusted to refer to NAV and NAV Fee Basis Amount, and the sole purpose of this amendment is to reflect the change in terminology implemented by the Trust in its filings with the SEC.
The relevant amendments to the Trust Agreement are set forth in the definitions of “NAV” and “NAV Fee Basis Amount” in Section 1.1, in Section 6.8(a) and in Section 8.4 of the Second Amendment.
Sponsor. This amendment provides that the Sponsor of the Trust is Grayscale Investments Sponsors, LLC, as opposed to Grayscale Investments, LLC.
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The relevant amendments to the Trust Agreement are set forth in the definition of “Sponsor” in Section 1.1 and in Sections 1.3(b), 13.6 and 13.12 of the Second Amendment.
Principal Office of the Trust and Notice Mailing Address. This amendment provides that the principal office of the Trust and the mailing address for notice purposes is c/o Grayscale Investments, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902.
The relevant amendments to the Trust Agreement are set forth in Section 1.3(b) and 13.5 of the Second Amendment.
Tax Treatment. This amendment provides that, if required by a final “determination” within the meaning of Section 1313(a) of the Code, the parties to the Trust Agreement need not file their own U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the classification of the Trust as a grantor trust, as they otherwise would.
The relevant amendments to the Trust Agreement are set forth in Section 1.6 of the Second Amendment.
Compensation and Expenses of the Trustee. This amendment provides that to the extent that the Trustee receives or handles Trust Funds, the Trustee may earn compensation in the form of short-term interest on certain items.
The relevant amendments to the Trust Agreement are set forth in Section 2.3 of the Second Amendment.
Resignation of the Trustee. This amendment provides that the Trustee is permitted to resign upon at least one hundred and eighty (180) days’ notice to the Sponsor. Under the current Trust Agreement, such notice was required to be given at least sixty (60) days prior the Trustee’s resignation.
The relevant amendments to the Trust Agreement are set forth in Section 2.1(b) of the Second Amendment.
Secondary Indemnitor. This amendment provides that the Sponsor shall replace Digital Currency Group, Inc. as secondary obligor of the Trust’s obligations to indemnify the Trustee.
The relevant amendments to the Trust Agreement are set forth in Section 2.4(a) and 2.4(b) of the Second Amendment.
Transfer of the Total Basket Amount to the Vault Balance. This amendment provides that upon the Custodian’s receipt of the Total Basket Amount, if the Total Basket Amount is received into the Settlement Balance, the Sponsor or its delegate shall direct the Custodian to transfer the Total Basket Amount to the Vault Balance.
The relevant amendments to the Trust Agreement are set forth in Section 3.3(a)(vi) of the Second Amendment.
Vault Balance. This amendment modifies the definition of Vault Balance to mean one or more segregated custody accounts of the Trust maintained by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s ZEC on the Trust’s behalf.
The relevant amendments to the Trust Agreement are set forth in the definition of “Vault Balance” in Section 1.1 of the Second Amendment.
Consent to the resale of Shares of the Trust. This amendment allows the Sponsor to provide any written consent with respect to the resale of the Shares in any document issued or delivered in connection with the sale or transfer of Shares, including any filings with the Securities and Exchange Commission (“SEC”).
The relevant amendments to the Trust Agreement are set forth in Section 4.2 of the Second Amendment.
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Preparation of offering documents. This amendment provides that instead of supervising the preparation of the Memorandum (as defined in the Trust Agreement) and any supplements and amendments thereto, the Sponsor will supervise the preparation of any confidential private placement memoranda, prospectuses, registration statements and supplements and amendments thereto and any filings of the Trust with the SEC.
The relevant amendments to the Trust Agreement are set forth in Section 6.2(d) of the Second Amendment.
Availability of Redemption Program. This amendment clarifies that the Trust may, in the sole discretion of the Sponsor, offer a redemption program for the Shares.
The relevant amendments to the Trust Agreement are set forth in Sections 5.1 and 5.2(a) of the Second Amendment.
Authorization of Filings. This amendment authorizes the Trust, the Sponsor and the Trustee to (i) prepare and file registration statements with the SEC and take such action as is necessary from time to time to qualify the Shares for offering and sale under the federal securities laws of the United States, (ii) prepare and file any current or periodic reports that may be required under the Exchange Act, and (iii) execute, deliver and perform the agreements, acts, transactions and matters contemplated by the Second Amendment or described in, or contemplated by, any such registration statements or such reports on behalf of the Trust without any further act, approval or vote of the Shareholders, notwithstanding any other provision of the Second Amendment, the Delaware Trust Statute or any applicable law, rule or regulation.
The relevant amendments to the Trust Agreement are set forth in Section 7.7 of the Second Amendment.
Calculation of NAV. This amendment provides that, in the event that the Sponsor determines that the methodology used to determine the Index Price is not an appropriate basis for valuation of the Trust’s ZEC, the Sponsor shall use an alternative methodology as set forth in the Trust’s filings with the SEC.
Under the current Trust Agreement, such an alternative methodology would be set forth in the Trust’s Memorandum (as defined in the Trust Agreement).
Additionally, this amendment makes certain clarifying amendments to the calculation of NAV to align such calculation with the actual net assets of the Trust, by reflecting a reduction in the net assets of the Trust resulting from declared in-kind dividends where the Trust has an obligation to make a distribution to its shareholders.
The relevant amendments to the Trust Agreement are set forth in Section 8.4 of the Second Amendment.
Event of Withdrawal. This amendment updates the definition of an Event of Withdrawal to exclude the removal of the Sponsor, as Shareholders do not have the ability to remove the Sponsor under the terms of the Trust Agreement.
The relevant amendments to the Trust Agreement are set forth in Section 12.1(a)(iv) of the Second Amendment.
Notice to Shareholders. This amendment provides that any notice to be given to the beneficial owners will be considered duly given if mailed or delivered to participants of The Depository Trust Company for delivery to such owners.
The relevant amendments to the Trust Agreement are set forth in Section 13.6 of the Second Amendment.
Confidentiality. This amendment removes the confidentiality provisions currently provided for under Section 13.7 of the Trust Agreement, as such provisions are no longer applicable under the Trust Agreement.
The relevant amendments to the Trust Agreement are the deletion of Section 13.7 thereof and the related definitions in the Trust Agreement.
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Tax Information. This amendment provides that the Trust, as opposed to the Trustee, shall comply with all U.S. federal withholding requirements respecting distributions to, or receipts of amounts on behalf of, Shareholders that the Trust reasonably believes are applicable under the Code.
The relevant amendments to the Trust Agreement are set forth in Section 8.3 of the Second Amendment.
Corporate Transparency Act. This amendment clarifies that the Trust may be required to file reports with the U.S. Financial Crimes Enforcement Network, and that it is the Sponsor’s duty to prepare and make such filings and to comply with the relevant obligations.
The relevant amendments to the Trust Agreement are set forth in Section 13.14 of the Second Amendment.
The description in this Consent Solicitation Statement of the four proposals and the Additional Amendments to the Trust Agreement is qualified by reference to the proposed amendments related to Proposal 1, Proposal 2, Proposal 3 and Proposal 4 contained in Appendix A hereto, and the amendments to the Trust Agreement related to Proposal 1, Proposal 2, Proposal 3, Proposal 4 and the Additional Amendments, attached hereto as Appendix B. Shareholders should read Appendix A carefully before voting on the four proposals. These consent materials, including Appendix A and Appendix B, are posted in their entirety at www.grayscale.com/funds/grayscale-zcash-trust.
Information on Voting
Record Date
Shareholders as of the close of business on February 12, 2026, or the Record Date, may vote on the four proposals. On the Record Date, Shares were issued and outstanding.
Votes Needed to Approve the Proposals
The consent of over 50% of the Shares outstanding as of the Record Date is required to adopt each proposal. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s) prior to the deadline stated herein, otherwise you will be deemed to have voted “FOR” each of the four proposals to amend the Trust Agreement.
Voting Rights
Shareholders are entitled to cast one vote for each Share owned on the Record Date for each proposal.
Consent Solicitation Methods
The Trust will solicit Shareholder votes in a variety of ways. All Shareholders who are entitled to vote will receive these consent solicitation materials either by mail or electronically (assuming that applicable requirements are met). In addition, the employees and officers of the Sponsor and its affiliates may solicit Shareholder consents in person, by telephone, by mail, or over the internet, all at no cost to the Trust. The Trustee and Sponsor have also engaged the services of Broadridge Financial Solutions, Inc. as mailing agent and master tabulator in connection with the Consent Solicitation.
Solicitation Costs
The Sponsor is obligated to pay for any Sponsor-paid Expenses relating to the consent solicitation and the amendments. The Trust does not expect to incur any costs or expenses that are not Sponsor-paid Expenses.
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Broker Non-Votes
Broker non-votes are Shares held by brokers, banks and other nominees that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your Shares in its name and you do not instruct your broker how to vote on a proposal, your Shares will not be voted on the proposal. Under the terms of the Trust Agreement, a broker non-vote, or an abstention, will have the same effect as a vote “FOR” each proposal.
Voting
You should have received instructions on how to vote from your broker, bank or other nominee. Please follow their instructions carefully.
You may generally vote by one of the following methods:
Individual certificates have been issued for the Shares. Also, global certificates have been deposited by the Trustee with the Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee for DTC. Such certificates evidence all of the Shares outstanding at any time.
If you hold your Shares through a broker, bank or other nominee, you are considered the beneficial owner of the Shares, and your broker is the shareholder of record. You have the right to direct your broker how to vote your Shares. If you request a printed copy of the consent materials by mail, your broker will provide a written consent form for you to use.
Broadridge Financial Solutions, Inc. must receive your Written Consent no later than 4:00 p.m., New York City time, on , 2026, unless the period for voting is extended by the Sponsor. There will be no meeting of Shareholders with regard to the four proposals. A final count is expected to be made by Broadridge Financial Solutions, Inc. no later than , 2026, unless the period for voting is extended by the Sponsor.
Changing Your Vote
Your latest vote on a proposal is the one that counts. Therefore, you can revoke a prior vote on a proposal simply by voting again—over the internet, with your Written Consent, or by toll-free telephone call.
Security Ownership of Certain Beneficial Owners and Management
As of March 7, 2025, Digital Currency Group, Inc. owns 12.65% of the outstanding Shares. See “Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Trust’s Annual Report on Form 10-K for the fiscal year ended March 7, 2025 for more information.
Additional Information
The Sponsor maintains an internet website at www.grayscale.com/funds/grayscale-zcash-trust, through which the Trust’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available free of charge after they have been filed with or furnished to the SEC. Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.
You can also view these consent materials on the internet at Broadridge’s website at www.proxyvote.com. You may also view these consent materials and obtain other information about us by visiting our website at
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www.grayscale.com/funds/grayscale-zcash-trust. Other than the Consent Solicitation Statement, information contained on our website is not part of this Consent Solicitation Statement.
The contents of the websites referred to above and any websites referred to herein are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
Appendix A
Proposed Amendments to the Trust Agreement
of the Grayscale Zcash Trust (ZEC)
[Deletions Indicated by Strikeout and Additions Indicated by Underline and Bold]
TEXT OF PROPOSED AMENDMENTS
TO
TRUST AGREEMENT OF GRAYSCALE ZCASH TRUST (ZEC)
The following are proposed amendments (the “Proposed Amendments”) to the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) of Grayscale Zcash Trust (ZEC) (the “Trust”) dated as of July 3, 2018, as amended by Amendment No. 1 to the Trust Agreement dated as of January 11, 2019, Amendment No. 2 to the Trust Agreement dated June 28, 2022 and Amendment No. 3 to the Trust Agreement dated March 22, 2024 (as may be further amended from time to time) between Grayscale Investments Sponsors, LLC, as the sponsor of the Trust (the “Sponsor”), and CSC Delaware Trust Company, as the trustee of the Trust (the “Trustee”). The Proposed Amendments are described in the accompanying Consent Solicitation Statement to which the Proposed Amendments are attached.
At such time as the Sponsor and the Trustee are ready to implement one or more of the Proposed Amendments, such Proposed Amendments will be incorporated into a Second Amended and Restated Declaration of Trust and Trust Agreement which will be executed by the Sponsor and the Trustee and made effective on a day to be selected by them. Assuming the Second Amended and Restated Declaration of Trust and Trust Agreement includes no other amendments other than the Proposed Amendments as approved by the Shareholders and the Additional Amendments described in the Consent Solicitation Statement, no separate notification of the execution or effectiveness of the Second Amended and Restated Declaration of Trust and Trust Agreement will be sent to the Shareholders, except as required by law.
The amendments to be made in connection with Proposal 1 are as follows:
SECTION 1.5 Purposes and Powers.
(a) The purposes of the Trust shall be to accept ZEC for subscriptions of Shares in accordance with Article III hereof or accept cash (to be used to purchase ZEC) for subscriptions of Shares in accordance with Section 13.13 hereof, to hold ZEC, Incidental Rights and IR Virtual Currency, to distribute ZEC (or cash from the sale of ZEC) upon redemptions of Shares in accordance with Article V hereof (if authorized in accordance with Section 5.1 hereof) and to distribute ZEC, (it being understood that the Trust shall not create or redeem Shares at any time that it holds Incidental Rights and, IR Virtual Currency (or cash from the sale thereof) upon the liquidation of the Trust, of ZEC, Incidental Rights or IR Virtual Currency) and to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing. For the avoidance of doubt, such activities include any lawful action necessary or desirable in connection with the Trust’s ownership of Incidental Rights, including the acquisition of IR Virtual Currency, except if such action would be prohibited by Section 1.5(b) or any other provision of this Trust Agreement. The Trust shall not engage in any business activity and shall not acquire or own any assets other than (i) ZEC, (ii) Incidental Rights and, (iii) (if permissible under Section 1.5(b) and Section 6.4(m)) IR Virtual Currency, and (iv) cash from the sale of any of the foregoing or take any of the actions set forth in Section 6.4. The Trust shall have all of the powers specified in Section 3.1 hereof as powers which may be exercised by a Sponsor on behalf of the Trust under this Trust Agreement.
[…]
SECTION 6.4 General Prohibitions.
The Trust shall not, and the Sponsor shall not have the power to cause the Trust to:
A-1
[…]
(c) Hold any cash from the sale of ZEC, Incidental Rights or IR Virtual Currency for more than thirty (30) Business Days prior to using such cash to pay Additional Trust Expenses, or to fund the redemption of Redemption Baskets, and distributing any remaining cash to the Shareholders;
SECTION 13.13 Alternative Procedures for Creation and Redemption.
A-2
The amendments to be made in connection with Proposal 2 are as follows:
SECTION 6.8 Expenses and Limitations Thereon.
A-3
(i) The Trust shall pay to the Sponsor a fee (the “Sponsor’s Fee”), payable in ZEC (except as provided in Section 6.8(a)(iv)), which shall accrue daily in U.S. Dollars at an annual rate of 2.5% of the ZEC HoldingsNAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a Business Day, the calculation shall be based on the ZEC HoldingsNAV Fee Basis Amount from the most recent Business Day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent Business Day and for each day after such most recent Business Day and prior to the relevant calculation date. The amount of ZEC payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same ZEC Index Reference Rate Price used to determine such accrual. The Sponsor’s Fee is payable to the Sponsor monthlydaily in arrears.
[…]
The amendments to be made in connection with Proposal 3 are as follows:
SECTION 6.4 General Prohibitions.
The Trust shall not, and the Sponsor shall not have the power to cause the Trust to:
[…]
(h) Commingle the Trust Estate with the assets of any other Person; provided that, for the avoidance of doubt, a portion of the Trust Estate may be held in the Settlement Balance from time to time in order to facilitate the creation and redemption of Shares;
[…]
The amendments to be made in connection with Proposal 4 are as follows:
SECTION 1.1 Definitions.
[…]
“Tax Advisor” means an independent law firm that is recognized as being expert in tax matters.
[…]
SECTION 10.1 Amendments to the Trust Agreement.
(i) Except as otherwise specifically provided in this Section 10.1, the Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement this Trust Agreement by making an amendment, an agreement supplemental hereto, or an amended and restated declaration of trust and trust agreement. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by the Sponsor in its sole discretion; provided that unless, (x) pursuant to a final “determination” within the meaning of Section 1313(a) of the Code, it shall have been established that the Trust is other than a grantor trust for U.S. federal income tax purposes, or (y) the Sponsor shall have received a written opinion of a Tax Advisor to the effect that a proposed amendment should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes, the Sponsor shall not be permitted to make any such restatement, amendment, or otherwise supplement this Trust Agreement, if such restatement, amendment or supplement wouldcould permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders (within the meaning of Treasury Regulations Section 301.7701-4(c)) or wouldcould otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes.
(ii) To the extent that a restatement, amendment or supplement to this Trust Agreement materially adversely affects the interests of the Shareholders as determined by the Sponsor in its sole discretion,
A-4
such restatement, amendment or supplement shall not be effective any earlier than twenty (20) calendar days after receipt by the affected Shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement of this Trust Agreement. Notice pursuant to this Section 10.1(a)(ii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.
(ii) Any amendments (iii) In lieu of restating, amending or supplementing this Trust Agreement pursuant to Section 10.1(a)(ii), the Sponsor may, in its sole discretion, condition any restatement, amendment and/or supplement to this Trust Agreement which materially adversely affects the interests of the Shareholders shall occur only upon the voteapproval of Shareholders holding Shares equal to at least a majority (over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates). For all purposes of this Section 10.1,In the Sponsor’s sole discretion, the Sponsor may, but is not obligated to, provide that a Shareholder shall be deemed to consent to a modification orapprove a restatement, amendment or supplement of this Trust Agreement pursuant to this Section 10.1(a)(iii) if the Sponsor has notified such Shareholder in writing of the proposed modification orrestatement, amendment or supplement and the Shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the Shareholder objects to such modification or amendment. Notwithstanding anything to the contrary herein, noticeNotice pursuant to this Section 10.1(a)(iii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.
[End of Amendments]
A-5
Appendix B
SECOND AMENDED AND RESTATED
DECLARATION OF TRUST
AND
TRUST AGREEMENT
OF
GRAYSCALE ZCASH INVESTMENT TRUST (ZEC)
Dated as of July 3[•], 20182026
By and Among
GRAYSCALE INVESTMENTS SPONSORS, LLC
CSC DELAWARE TRUST COMPANY
(formerly known as Delaware Trust Company)
and
THE SHAREHOLDERS
FROM TIME TO TIME HEREUNDER
TABLE OF CONTENTS
Page No.
ARTICLE I
DEFINITIONS; THE TRUST
SECTION 1.1 Definitions. 15
SECTION 1.2 Name. 711
SECTION 1.3 Delaware Trustee; Offices. 711
SECTION 1.4 Declaration of Trust. 811
SECTION 1.5 Purposes and Powers. 812
SECTION 1.6 Tax Treatment. 813
SECTION 1.7 Legal Title. 913
ARTICLE II
THE TRUSTEE
SECTION 2.1 Term; Resignation; Removal. 913
SECTION 2.2 Powers. 1014
SECTION 2.3 Compensation and Expenses of the Trustee. 1014
SECTION 2.4 Indemnification. 1015
SECTION 2.5 Successor Trustee. 1115
SECTION 2.6 Liability of Trustee. 1116
SECTION 2.7 Reliance; Advice of Counsel. 1317
SECTION 2.8 Payments to the Trustee. 1418
ARTICLE III
SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS
SECTION 3.1 General. 1418
SECTION 3.2 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Persons Other than Authorized Participants. 1418
SECTION 3.3 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Authorized Participants. 1419
SECTION 3.4 Book-Entry System. 1620
SECTION 3.5 Assets of the Trust. 1620
SECTION 3.6 Liabilities of the Trust. 1620
SECTION 3.7 Distributions. 1621
SECTION 3.8 Voting Rights. 1721
SECTION 3.9 Equality. 1721
ARTICLE IV
TRANSFERS OF SHARES
SECTION 4.1 General Prohibition. 1721
i
SECTION 4.2 Restricted Securities. 1721
SECTION 4.3 Transfer of Shares Generally. 1722
ARTICLE V
REDEMPTIONS
SECTION 5.1 UnavailabilityAvailability of Redemption Program. 1822
SECTION 5.2 Redemption of Redemption Baskets. 1822
SECTION 5.3 Other Redemption Procedures. 1923
ARTICLE VI
THE SPONSOR
SECTION 6.1 Management of the Trust. 1923
SECTION 6.2 Authority of Sponsor. 1924
SECTION 6.3 Obligations of the Sponsor. 2126
SECTION 6.4 General Prohibitions. 2327
SECTION 6.5 Liability of Covered Persons. 2429
SECTION 6.6 Fiduciary Duty. 2429
SECTION 6.7 Indemnification of the Sponsor. 2630
SECTION 6.8 Expenses and Limitations Thereon. 2731
SECTION 6.9 Voluntary Withdrawal of the Sponsor. 2934
SECTION 6.10 Litigation. 2934
SECTION 6.11 Bankruptcy; Merger of the Sponsor. 2934
ARTICLE VII
THE SHAREHOLDERS
SECTION 7.1 No Management or Control; Limited Liability; Exercise of Rights through aan Authorized Participant. 3035
SECTION 7.2 Rights and Duties. 3035
SECTION 7.3 Limitation of Liability. 3136
SECTION 7.4 Derivative Actions. 3236
SECTION 7.5 Appointment of Agents. 3236
SECTION 7.6 Business of Shareholders. 3237
SECTION 7.7 Authorization of Memorandum and Filings. 3337
ARTICLE VIII
BOOKS OF ACCOUNT AND REPORTS
SECTION 8.1 Books of Account. 3338
SECTION 8.2 Annual ReportsUpdates, Quarterly Updates and Account Statements. 3338
SECTION 8.3 Tax Information. 3338
SECTION 8.4 Calculation of ZEC HoldingsNAV. 3438
SECTION 8.5 Maintenance of Records. 3439
ii
ARTICLE IX
FISCAL YEAR
SECTION 9.1 Fiscal Year. 3540
ARTICLE X
AMENDMENT OF TRUST AGREEMENT; MEETINGS
SECTION 10.1 Amendments to the Trust Agreement. 3540
SECTION 10.2 Meetings of the Trust. 3641
SECTION 10.3 Action Without a Meeting. 3741
ARTICLE XI
TERM
SECTION 11.1 Term. 3742
ARTICLE XII
TERMINATION
SECTION 12.1 Events Requiring Dissolution of the Trust. 3742
SECTION 12.2 Distributions on Dissolution. 3944
SECTION 12.3 Termination; Certificate of Cancellation. 3944
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 Governing Law. 4044
SECTION 13.2 Provisions In Conflict With Law or Regulations. 4045
SECTION 13.3 Counsel to the Trust. 4145
SECTION 13.4 Merger and Consolidation. 4146
SECTION 13.5 Construction. 4146
SECTION 13.6 Notices. 4246
SECTION 13.7 Confidentiality. 42
SECTION 13.813.7 Counterparts; Electronic Signatures. 4447
SECTION 13.913.8 Binding Nature of Trust Agreement. 4447
SECTION 13.1013.9 No Legal Title to Trust Estate. 4447
SECTION 13.1113.10 Creditors. 4548
SECTION 13.1213.11 Integration. 4548
SECTION 13.1313.12 Goodwill; Use of Name. 4548
SECTION 13.13 Alternative Procedures for Creation and Redemption. 48
SECTION 13.14 Compliance with Applicable LawCorporate Transparency Act. 4550
EXHIBIT A
Form of Certificate of Trust of Zcash Investment Trust A‑1
iii
EXHIBIT B
Form of Participant Agreement B-1
iv
GRAYSCALE ZCASH INVESTMENT TRUST (ZEC)
SECOND AMENDED AND RESTATED
DECLARATION OF TRUST
AND TRUST AGREEMENT
This SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ZCASH INVESTMENT TRUST (ZEC) is made and entered into as of the 3rd[•] day of July, 2018[•], 2026, by and among GRAYSCALE INVESTMENTS SPONSORS, LLC, a Delaware limited liability company, as sponsor, CSC DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.
* * *
RECITALS
WHEREAS, theGrayscale Investments, LLC (“GSI”), the former Sponsor of the Trust, and the Trustee entered into the Declaration of Trust and Trust Agreement dated as of October 23, 2017 (, as amended by the Amended and Restated Declaration of Trust and Trust Agreement dated as of July 3, 2018, as amended by Amendment No. 1 to the Amended and Restated Declaration of the Trust and Trust Agreement dated as of January 11, 2019, Amendment No. 2 to the Amended and Restated Declaration of the Trust and Trust Agreement dated June 28, 2022 and Amendment No. 3 to the Amended and Restated Declaration of the Trust and Trust Agreement dated March 22, 2024 (as may be further amended from time to time, the “Existing Agreement”);
WHEREAS, on January 1, 2025, GSI consummated an internal corporate reorganization, pursuant to which GSI merged with and into Grayscale Operating, LLC (“GSO”), with GSO continuing as the surviving company (the “Merger”);
WHEREAS, as a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Existing Agreement, all as provided under the Delaware Limited Liability Company Act;
WHEREAS, on January 1, 2025, promptly following the effectiveness of the Merger, (i) GSO assigned the Existing Agreement to the Sponsor pursuant to an Assignment and Assumption Agreement, dated as of January 1, 2025, by and between GSO and the Sponsor, and (ii) GSO and the Sponsor executed a Certificate of Admission, pursuant to which the Sponsor was admitted as an additional sponsor of the Trust under the Existing Agreement;
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WHEREAS, on January 3, 2025, GSO voluntarily withdrew as a sponsor of the Trust pursuant to the terms of the Existing Agreement, effective 120 days thereafter on May 3, 2025, leaving the Sponsor as the sole remaining sponsor of the Trust;
WHEREAS, the Sponsor and the Trustee wishwishes to amend the Existing Agreement pursuant to Section 10.1 thereof, with such amendment to be effective immediately upon approval of the amendment byon such date as designated by the Sponsor in its sole discretion following receipt of requisite consent from the Shareholders to amend one or more provisions of the Existing Agreement to the extent required thereby.
NOW, THEREFORE, pursuant to Section 10.1 of the Existing Agreement, the Trustee and the Sponsor hereby amend and restate the Existing Agreement in its entirety as set forth below.
DEFINITIONS; THE TRUST
“Actual Exchange Rate” means, with respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. Dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price.
“Additional Trust Expenses” has the meaning set forth in Section 6.8(b).
“Administrator” means any Person or Persons from time to time engaged by the Sponsor to assist in the administration of the Shares.
“Administrator Fee” means the fee payable to theany Administrator for services it provides to the Trust, which the Sponsor shall pay the Administrator as a Sponsor-paid Expense.
“Affiliate” means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any employee, officer, director, member, manager or partner of such Person, or (v) if such Person is an employee, officer, director, member, manager or partner, any Person for which such Person acts in any such capacity.
“Annual Report” means (i) the Trust’s most recent annual report prepared and publicly disseminated pursuant to the standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under the
2
Exchange Act, the Trust’s most recent annual report on Form 10-K prepared and filed in accordance with the rules and regulations of the SEC.
“APA Procedures” has the meaning assigned thereto in Section 3.3(a).
“Authorized Participant” means a Person that (i) is a registered broker-dealer, (ii) has entered into an Authorized Participant Agreement, and (iii) in the case of Authorized Participants creating and redeeming Shares through In-Kind Orders, has access to an Authorized Participant Self-Administered Account.
“Authorized Participant Agreement” means an agreement among the Trust, the Sponsor, the Transfer Agent and an Authorized Participant, that provides the procedures for the creation and redemption of Baskets.
“Authorized Participant Self-Administered Account” means a ZEC wallet address known to the Custodian as belonging to such Authorized Participant or its designee.
“Basket” means a block of 100 Shares, or a number of Shares as may be described in the Memorandum from time to time.
“Basket ZEC Amount” means, on any Trade Date, the number of ZEC required as of such Trade Date for each Creation Basket or Redemption Basket, as determined by dividing (x) the number of ZEC owned by the Trust at 4:00 p.m., New York time, on such Trade Date, after deducting the number of ZEC representing the U.S. Dollar value of accrued but unpaid fees and expenses of the Trust (in the case of any such fee and expense other than the Sponsor’s Fee, converted using the ZEC IndexReference Rate Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one ZEC (i.e., carried to the eighth decimal place)), and multiplying such quotient by 100, or such other number of Shares equal to a Basket on such Trade Date.
“Business Day” means any day other than a Saturday, Sunday or other day on which banksnational securities exchanges are permitted or required to close for business in New York, New York.
“Cash Orders” means orders for creations or redemptions of Shares other than through In-Kind Orders.
“Certificate of Trust” means the Certificate of Trust of the Trust, including all amendments thereto, in the form attached hereto as Exhibit A, filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute.
“CFTC” means the Commodity Futures Trading Commission.
“Code” means the Internal Revenue Code of 1986, as amended.
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“Corporate Trust Office” means the principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date hereof is located at 251 Little Falls Drive, Wilmington, DE 19808.
“Covered Person” means the Sponsor and its Affiliates and their respective members, managers, directors, officers, employees, agents and controlling persons.
“Creation Basket” means a Basket issued by the Trust in exchange forupon the transferdeposit of the Basket ZEC Amount towith the TrustCustodian.
“Creation Order” has the meaning assigned thereto in Section 3.3(a)(i).
“Creation Settlement Date” means, with respect to any Creation Order, the Business Day on which such Creation Order settles, as specified in the PAAPA Procedures.
“DCG” means Digital Currency Group, Inc., a Delaware corporation.
"CTA" has the meaning assigned thereto in Section 13.14.
“Custodian” means any Person or Persons from time to time engaged to provide custodian, security or related services (including, for the avoidance of doubt, prime brokerage services) to the Trust pursuant to authority delegated by the Sponsor.
“Custodian Fee” means the fee payable to any Custodian for the services it provides to the Trust, which the Sponsor shall pay as a Sponsor-paid Expense.
“Delaware Trust Statute” means the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time-to-time.
“Distributor” means Genesis Global Trading, Inc. or any other Person or Persons from time to time engaged to provide distribution services or related services to the Trust pursuant to authority delegated by the Sponsor.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Event of Withdrawal” has the meaning set forth in Section 12.1(a)(iv) hereof.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Existing Agreement” has the meaning set forth in the recitals hereto.
“Expenses” has the meaning set forth in Section 2.4.
“FinCEN” means the Financial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury.
“Fiscal Year” has the meaning set forth in Article IX hereof.
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“FOIA” means the Freedom of Information Act.
“GAAP” means U.S. generally accepted accounting principles.
“GSI” means Grayscale Investments, LLC, the former sponsor of the Trust.
“GSO” means Grayscale Operating, LLC.
“In-Kind Orders” means orders for creations or redemptions in which an Authorized Participant or its designees will deliver ZEC from, or receive ZEC in, an Authorized Participant Self-Administered Account.
“Incidental Rights” means the rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of ZEC and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.
“Indemnified Persons” has the meaning assigned to such term in Section 2.4.
“Index Price” has the meaning ascribed to such term in the Trust’s filings with the SEC.
“IR Virtual Currency” means any virtual currency or other asset or right acquired by the Trust through the exercise (subject to Section 1.5(b) and Section 6.4(m)) of any Incidental Right.
“IRS” means the U.S. Internal Revenue Service or any successor thereto.
“Liquidating Trustee” has the meaning assigned thereto in Section 12.2.
“Liquidity Provider” means an entity eligible to facilitate the purchase and sale of ZEC in connection with creations or redemptions of Shares on behalf of a Participant in exchange for cash that has entered into a Participant Agreement and has access to a Liquidity Provider Accountpursuant to Cash Orders.
“Liquidity Provider Account” means, with respect to any Liquidity Provider, a ZEC wallet address known to the Sponsor and the Security VendorsCustodian as belonging to such Liquidity Provider.
“MarketerMarketing Agent” means Genesis Global Trading, Inc. or any other Person or Persons from time to time engaged to provide marketing services or related services to the Trust pursuant to authority delegated by the Sponsor.
“Marketing Fee” means the fee payable to the Marketerany Marketing Agent for services it provides to the Trust, which the Sponsor shall pay the Marketer as a Sponsor-paid Expense.
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“Memorandum” means (i) the Confidential Private Placement Memorandum of the Trust, as the same may, at any time and from time to time, be amended or supplemented, or (ii) if the Shares are registered under the Exchange Act, the most recent of (x) any prospectus of the Trust that has been filed with the SEC as a part of the Registration Statement and (y) any report filed by the Trust with the SEC under the Exchange Act that states that it is to be treated as the Memorandum for general purposes or any specific purpose.
“Merger” has the meaning set forth in the recitals hereto.
“NAV” means, at any time, the aggregate value, expressed in U.S. Dollars, of the Trust’s assets (other than U.S. Dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), calculated in accordance with Section 8.4.
“PA ProceduresNAV Fee Basis Amount” has the meaning assigned thereto in Section 3.3(a)8.4.
“Participant” means a Person that (i) is a registered broker-dealer, (ii) has entered into a Participant Agreement with the Sponsor and the Trust and (iii) has access to a Participant Self-Administered Account.
“Participant Agreement” means an agreement among the Trust, the Sponsor and a Participant, substantially in the form of Exhibit B hereto, as it may be amended or supplemented from time to time in accordance with its terms.
“Participant Self-Administered Account” means, with respect to any Participant, an ZEC wallet address known to the Sponsor and the Security Vendors as belonging to such Participant.
“Percentage Interest” means, with respect to any Shareholder at any time, a fraction, the numerator of which is the number of Shares held by such Shareholder and the denominator of which is the total number of Shares outstanding, in each case as of 4:00 p.m., New York time, on the date of determination.
“Person” means any natural person, partnership, limited liability company, statutory trust, corporation, association or other legal entity.
“Public Access Law” has the meaning assigned thereto in Section 13.7(b).
“Purchase Agreement” means an agreement among the Trust, the Sponsor and any Shareholder through which the Shareholder agrees to transfer ZEC to the ZEC Account in exchange for the creation and issuance of Shares.
“Quarterly Report” means (i) the Trust’s most recent quarterly report prepared and publicly disseminated pursuant to the standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under the
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Exchange Act, the Trust’s most recent quarterly report on Form 10-Q prepared and filed in accordance with the rules and regulations of the SEC.
“Redemption Basket” means a Basket redeemed by the Trust in exchange for ZEC in an amount equal to the Basket ZEC Amount.
“Redemption Order” has the meaning assigned thereto in Section 5.2Section5.2(a).
“Redemption Settlement Date” means, with respect to any Redemption Order, the Business Day on which such Redemption Order settles, as specified in the PAAPA Procedures.
“Registration Statement” means the most recent registration statement of the Trust, as filed with and declared effective by the SEC, as the same may at any time and from time to time be amended or supplemented.
“Reference Rate Price” has the meaning ascribed to such term in the Trust’s Memorandum. If an Index Price is being used by the Trust as set forth in the Trust's Memorandum, references to the Reference Rate Price in this Trust Agreement shall be deemed to refer to such Index Price.
“Rules” has the meaning assigned thereto in Section 13.3.
“SEC” means the Securities and Exchange Commission.
“Secondary Market” means any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, the OTCQX tier of the OTC Markets Group Inc. and NYSE Arca, Inc.
“Securities Act” means the Securities Act of 1933, as amended.
“Settlement Balance” means the one or more omnibus accounts maintained by the Custodian and in which a portion of the Trust’s ZEC may be stored from time to time.
“Security Vendor” or “Security Vendors” means Ledger SAS and any other Person or Persons from time to time engaged to provide security or custodian services or related services to the Trust pursuant to authority delegated by the Sponsor.
“Security Vendors Fee” means the fee payable to the Security Vendors for the services they provide to the Trust, which the Sponsor shall pay to the Security Vendors as a Sponsor-paid Expense.
“Shareholder” means any Person that owns Shares.
“Shares” means the common units of fractional undivided beneficial interest in the profits, losses, distributions, capital and assets of, and ownership of, the Trust.
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“Sponsor” means Grayscale Investments Sponsors, LLC, or any substitute therefor as provided herein, or any successor thereto by merger or operation of law.
“Sponsor-paid Expense” and “Sponsor-paid Expenses” have the meaning set forth in Section 6.8(a)(v).
“Sponsor’s Fee” has the meaning set forth in Section 6.8(a)(i).
“Tax Advisor” means an independent law firm that is recognized as being expert in tax matters.
“Total Basket ZEC Amount” means, with respect to any Creation Order or Redemption Order, the applicable Basket ZEC Amount multiplied by the number of Creation Baskets or Redemption Baskets, as specified in the applicable Creation Order or Redemption Order.
“Trade Date” means, for any Creation Order or Redemption Order, the Business Day on which the Total Basket ZEC Amount with respect to such Creation Order or Redemption Order is determined in accordance with the PAAPA Procedures.
“Transfer Agent” means Continental Stock Transfer & Trust Company or any otherany Person or Persons from time to time engaged to provide suchtransfer agent services or related services to the Trust pursuant to authority delegated by the Sponsor.
“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
“Trust” means Grayscale Zcash Investment Trust (ZEC), a Delaware statutory trust formed pursuant to the Certificate of Trust, the affairs of which are governed by this Trust Agreement.
“Trust Agreement” means this Second Amended and Restated Declaration of Trust and Trust Agreement, as it may at any time or from time-to-time be amended.
“Trust Counsel” has the meaning set forth in Section 13.3.
“Trustee” means CSC Delaware Trust Company, its successors and assigns, or any substitute therefor as provided herein, acting not in its individual capacity but solely as trustee of the Trust.
“Trust Estate” means, without duplication, (i) all the ZEC in the Trust’s accounts, including the ZEC Account, (ii) all Incidental Rights held by the Trust, (iii) all IR Virtual Currency in the Trust’s accounts, (iv) all proceeds from the sale of ZEC, Incidental Rights and IR Virtual Currency pending use of such cash for payment of Additional Trust Expenses or distribution to the Shareholders and (v) any rights of the Trust pursuant to any agreements, other than this Trust Agreement, to which the Trust is a party.
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“Trust Expense” has the meaning set forth in Section 2.3.
“U.S.” means United States.
“U.S. Dollar” means United States dollars.
“Zcash Network” means the online, end-user-to-end-user network hosting the global transaction ledger, known as a blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Zcash network.
“Vault Balance” means one or more segregated custody accounts of the Trust maintained by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s ZEC on the Trust’s behalf.
“ZEC” means ZcashZEC, a type of virtual currency based on an open sourceopen-source cryptographic protocol existing on the Zcash Network as determined by the Sponsor in accordance with Section 6.2(m), and the assets underlying the Trust’s Shares.
“ZEC Account” means an account holding the Trust’s ZEC, which, in the discretion of the Sponsor, could be an on-blockchain hot or cold wallet or a collection of accounts or sub-accounts maintained by one or more Security Vendors that represent or relate to on-blockchain ZEC accounts that hold the Trust’s ZEC.
“ZEC Benchmark Exchanges” means, at any time, the ZEC exchanges that represent at least 10% of the aggregate trading volume of the ZEC market during the last thirty (30) consecutive calendar days.
“ZEC Holdings” means, at any time, the aggregate value, expressed in U.S. Dollars, of the Trust’s assets (other than U.S. Dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), calculated in accordance with Section 8.4.
“ZEC Holdings Fee Basis Amount” has the meaning assigned thereto in Section 8.4.
“ZEC Index Price” has the meaning ascribed to such term in the MemorandumAccount” means collectively, the Vault Balance, the Settlement Balance and any subaccounts associated therewith.
“Zcash Network” means the online, end-user-to-end-user network hosting a public transaction ledger, known as a blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Zcash Network.
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The Trust Estate shall be held in trust for the Shareholders. It is the intention of the parties hereto that the Trust shall be a statutory trust, under the Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust that is treated as a grantor trust for U.S. federal income tax purposes and for purposes of applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Shareholders partners or members of a joint stock association. Effective as of the date hereof, the Trustee and the Sponsor shall have all of the rights, powers and duties set forth herein and in the Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute.
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Each of the parties hereto, by entering into this Trust Agreement, (i) expresses its intention that the Shares will qualify under applicable tax law as interests in a grantor trust which holds the Trust Estate, (ii) agrees that it will file its own U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with clause (i) of this Section 1.6 and with the classification of the Trust as a grantor trust, unless required otherwise by final “determination” within the meaning of Section 1313(a) of the Code, and (iii) agrees to use reasonable efforts to notify the Sponsor promptly upon a receipt of any notice from any taxing authority having jurisdiction over such holders of Shares with respect to the treatment of the Shares as anything other than interests in a grantor trust.
Legal title to all of the Trust Estate shall be vested in the Trust as a separate legal entity; provided, however, that if applicable law in any jurisdiction requires legal title to any portion of the Trust Estate to be vested otherwise, the Sponsor may cause legal title to such portion of the Trust Estate to be held by or in the name of the Sponsor or any other Person (other than a Shareholder) as nominee.
THE TRUSTEE
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The Trustee shall be entitled to receive from the Sponsor, as a Sponsor-paid Expense, reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Sponsor on behalf of the Trust for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel, any experts and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder (together, the “Trust Expenses”). To the extent that the Sponsor fails to pay the Trust Expenses, the Trust will be responsible for such Trust Expenses. Though it is not intended that the Trustee will receive or handle Trust funds in the ordinary course, to the extent that the Trustee does receive such funds the following shall provide notice and authorization that the Trustee may earn compensation in the form of short-term interest (“Float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.
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Upon the resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. The successor Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement. Any business entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, to the fullest extent permitted by law without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against CSC Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation:
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SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS
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On any Business Day, the Trust may create and issue Creation Baskets to any Person that has signed a Purchase Agreement with the Trust in exchange forupon a transfer of the Total Basket ZEC Amount into the Trust’s ZEC Account; provided that the Trust shall create and issue Creation Baskets only if the Sponsor has determined in good faith that such creation and issuance does not conflict with the other terms of this Trust Agreement or with applicable law.
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Notwithstanding any other provision hereof, on each matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to a proportionate vote based upon its Percentage Interest at such time.
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TRANSFERS OF SHARES
A Shareholder may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber any or all of its Shares or any part of its right, title and interest in the Trust Estate except as permitted in this Article IV and any act in violation of this Article IV shall not be binding upon or recognized by the Trust (regardless of whether the Sponsor shall have knowledge thereof), unless approved in writing by the Sponsor.
Except for Shares transferred in a transaction registered under the Securities Act, the Shares are “restricted securities” that cannot be resold, pledged or otherwise transferred without registration under the Securities Act and state securities laws or exemption therefrom and may not be resold, pledged or otherwise transferred without the prior written consent of the Sponsor, which it may withhold in its sole discretion for any reason or for no reason. The Sponsor may provide any such written consent in the Memorandum or any document issued or delivered in connection with the sale or transfer of Shares, including any filings with the SEC.
Shares shall be transferable on the books of account for the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery to the Sponsor or the Transfer Agent or similar agent of a duly executed instrument of transfer, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Sponsor. Upon such delivery, and subject to any further requirements specified by the Sponsor, the transfer shall be recorded on the books of account for the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Sponsor nor the Trust, nor the Transfer Agent or any similar agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.
REDEMPTIONS
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SECTION 5.1 Unavailability of Redemption Program.
Unless otherwise determined by the Sponsor in its sole discretion following the Trust’s receipt of regulatory approval therefor, the Trust shall not offer a redemption program for the Shares. The Trust may, but shall not be required to, seek regulatory approval to operate a redemption program. If any redemption program is approved, then any redemption authorized by the Sponsor shall be subject to the provisions of this Article V.
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The Sponsor or its delegates from time to time may, but shall have no obligation to, establish procedures with respect to redemption of Shares in lot sizes smaller than the Redemption Basket and permitting the redemption distribution to be delivered in a manner other than that specified in Section 5.2.
THE SPONSOR
In addition to, and not in limitation of, any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Sponsor shall have and may exercise on behalf of the Trust, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes of the Trust, which powers and rights shall include, without limitation, the following:
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The foregoing clauses of Section 6.2 and Section 6.3 shall be construed as powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity.
The Trust shall not, and the Sponsor shall not have the power to cause the Trust to:
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A Covered Person shall have no liability to the Trust or to any Shareholder or other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust and such course of conduct did not constitute fraud, gross negligence, bad faith or willful misconduct of such Covered Person. Subject to the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the ZEC transferred, or the purchase price otherwise paid, by a Shareholder for its Shares, it being expressly agreed that any such return made pursuant to this Trust Agreement shall be made solely from the assets of the Trust without any rights of contribution from the Sponsor or any other Covered
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Person. A Covered Person shall not be liable for the conduct or misconduct of any delegateedelegate selected by the Sponsor with reasonable care.
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The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon one hundred and twenty (120) days’ prior written notice to all Shareholders and the Trustee. If the withdrawing Sponsor is the last remaining Sponsor, the Shareholders holding Shares equal to at least a majority (over 50%) of the Shares may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Sponsor who shall carry on the affairs of the Trust. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.
THE SHAREHOLDERS
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The Shareholders shall not participate in the management or control of the Trust nor shall they enter into any transaction on behalf of the Trust or have the power to sign for or bind the Trust, said power being vested solely and exclusively in the Sponsor. Except as provided in Section 7.3 hereof, no Shareholder shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Trust in excess of its Percentage Interest of the Trust Estate. Except as provided in Section 7.3 hereof, each Share owned by a Shareholder shall be fully paid and no assessment shall be made against any Shareholder. No salary shall be paid to any Shareholder in its capacity as a Shareholder, nor shall any Shareholder have a drawing account or earn interest on its Percentage Interest of the Trust Estate. By the purchase and acceptance or other lawful delivery and acceptance of Shares, each owner of such Shares shall be deemed to be a Shareholder and beneficiary of the Trust and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Trust Agreement.
The Shareholders shall have the following rights, powers, privileges, duties and liabilities:
Except as set forth above, the Shareholders shall have no voting or other rights with respect to the Trust.
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Subject to any other requirements of applicable law including Section 3816 of the Delaware Trust Statute, no Shareholder shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who (i) are not Affiliates of one another and (ii) collectively hold at least 10% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. This Section 7.4 shall not apply to any derivative claims brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.
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Except as otherwise specifically provided herein, any of the Shareholders and any shareholder, officer, director, employee or other Person holding a legal or beneficial interest in an entity that is a Shareholder, may engage in or possess an interest in business ventures of every nature and description, independently or with others, and the pursuit of such ventures, even if competitive with the affairs of the Trust, shall not be deemed wrongful or improper.
SECTION 7.7 Authorization of Memorandum.
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BOOKS OF ACCOUNT AND REPORTS
Proper books of account for the Trust shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to the Trust as are required by the applicable law and regulations and as are usually entered into books of account kept by trusts. The books of account shall be kept at the principal office of the Trust and each Shareholder (or any duly constituted designee of a Shareholder) shall have, at all times during normal business hours, free access to and the right to inspect and copy the same for any purpose reasonably related to the Shareholder’s interest as a beneficial owner of the Trust. Such books of account shall be kept, and the Trust shall report its profits and losses on, the accrual method of accounting for financial accounting purposes on a Fiscal Year basis as described in Article IX.
SECTION 8.2 Annual Reports.
Appropriate tax information (adequate to enable each Shareholder to complete and file its U.S. federal tax return) shall be delivered to each Shareholder following the end of each Fiscal Year but, to the extent possible, no later than April 1. All such information shall be prepared, and all of the Trust’s tax returns shall be filed, in a manner consistent with the treatment of the Trust as a grantor trust. The Trust’s taxable year shall be the calendar year. The TrusteeTrust shall comply with all U.S. federal withholding requirements respecting distributions to, or receipts of amounts on behalf of, Shareholders that the TrusteeTrust reasonably believes are applicable under the Code. The consent of Shareholders shall not be required for such withholding.
SECTION 8.4 Calculation of ZEC Holdings.
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Notwithstanding the foregoing, (i) in the event that the Sponsor determines that the methodology used to determine the ZEC IndexReference Rate Price is not an appropriate basis for valuation of the Trust’s ZEC, the Sponsor shall use an alternative methodology as set forth in the Trust’s Memorandum and (ii) in the event that the Trust holds any Incidental Rights and/or IR Virtual Currency, the Sponsor may, at its discretion, include the value of such Incidental Rights and/or IR Virtual Currency in the determination of the Trust’s ZEC HoldingsNAV, provided that the Sponsor has determined in good faith a method for assigning an objective value to such Incidental Rights and/or IR Virtual Currency.
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The Sponsor shall maintain for a period of at least six Fiscal Years (a) all books of account required by Section 8.1 hereof; (b) a list of the names and last known address of, and number of Shares owned by, all Shareholders; (c) a copy of the Certificate of Trust and all certificates of amendment thereto; (d) executed copies of any powers of attorney pursuant to which any certificate has been executed; (e) copies of the Trust’s U.S. federal, state and local income tax returns and reports, if any; (f) copies of any effective written Trust Agreements, Authorized Participant Agreements, including any amendments thereto; and (g) any financial statements of the Trust. The Sponsor may keep and maintain the books and records of the Trust in paper, magnetic, electronic or other format as the Sponsor may determine in its sole discretion, provided that the Sponsor shall use reasonable care to prevent the loss or destruction of such records. If there is a conflict between this Section 8.5 and the rules and regulations of any Secondary Market on which the Shares are listed, quoted or traded or, if applicable, the SEC with respect to the maintenance of records, the records shall be maintained pursuant to the rules and regulations of such Secondary Market or the SEC.
FISCAL YEAR
The fiscal year of the Trust for financial accounting purposes (the “Fiscal Year”) shall begin on the 1st day of January and end on the 31st day of December of each year. The Fiscal Year in which the Trust shall terminate shall end on the date of such termination.
AMENDMENT OF TRUST AGREEMENT; MEETINGS
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Any action required or permitted to be taken by Shareholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust or any Shareholder, as contemplated by this Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in Section 13.6. The vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Shareholder, unless the Shareholder expresses written objection to the vote or consent by notice given in the manner provided in Section 13.6 and actually received by the Trust within twenty (20) days after the notice of solicitation is sent. The Covered Persons dealing with the Trust shall be entitled to act in reliance on any vote or consent that is deemed cast or granted pursuant to this Section 10.3 and10.3 and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Shareholders shall not be void or voidable by reason of any communication made by or on behalf of all or any of such Shareholders in any manner other than as expressly provided in Section 13.6.
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TERM
TERMINATION
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The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his or her estate, custodian or personal representative shall have no right to a redemption of such Shareholder’s Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his or her death, he or she waives on behalf of himself or herself and his or her estate, and he or she directs the legal representative of his or her estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the Trust Estate and any right to an audit or examination of the books of account for the Trust, except for such rights as are set forth in Article VIII hereof relating to the books of account and reports of the Trust.
Upon the dissolution of the Trust, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority in interest of the Shareholders may propose and approve) shall take full charge of the Trust Estate. Any Liquidating
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Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Sponsor under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the Delaware Trust Statute, the affairs of the Trust shall be wound up and all assets owned by the Trust shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Shareholders, and (b) to the Shareholders pro rata in accordance with their respective Percentage Interests of the Trust Estate.
Following the dissolution and distribution of the assets of the Trust, the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Trust Statute at the expense of the Sponsor or the Liquidating Trustee, as the case may be. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate legal entity shall continue until the filing of such certificate of cancellation.
MISCELLANEOUS
The validity and construction of this Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of U.S. federal or state securities laws shall not be governed by this Section 13.1, and provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustee, the Sponsor, the Shareholders or this Trust Agreement any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Trust Statute) pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or
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personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Sponsor set forth or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, but subject to Section 1.5 and Section 1.6, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. Subject to Section 1.5 and Section 1.6, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
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Subject to the provisions of Section 1.5 and Section 1.6, the Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to or to sell all or substantially all of its assets to, another trust or entity; (ii) the Shares of the Trust to be converted into beneficial interests in another statutory trust (or series thereof); or (iii) the Shares of the Trust to be exchanged for shares in another trust or company under or pursuant to any U.S. state or federal statute to the extent permitted by law. For the avoidance of doubt, subject to the provisions of Section 1.5, the Sponsor, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i), (ii) and (iii) above without any vote or other action of the Shareholders.
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All notices that are required to be provided to the Trustee shall be sent to:
CSC Delaware Trust Company
Attention: Corporate Trust Administration
251 Little Falls Drive
Wilmington, DE 19808
All notices that the Trustee is required to provide shall be sent to:
if to the Trust, at
Grayscale Zcash Investment Trust (ZEC)
636 Avenue of the Americas, 3rd290 Harbor Drive, 4th Floor
New York, New York 10011
Stamford, CT 06902
Attention: Grayscale Investments Sponsors, LLC
if to the Sponsor, at
Grayscale Investments Sponsors, LLC
636 Avenue of the Americas, 3rd290 Harbor Drive, 4th Floor
New York, New York 10011
Stamford, CT 06902
Attention: Michael SonnensheinEdward McGee
SECTION 13.7 Confidentiality.
(a) All communications between the Sponsor or the Trustee on the one hand, and any Shareholder, on the other, shall be presumed to include confidential, proprietary, trade secret and other sensitive information. Unless otherwise agreed to in writing by the Sponsor, each Shareholder shall maintain the confidentiality of information that is non-public information furnished by the Sponsor regarding the Sponsor and the Trust received by such Shareholder pursuant to this Trust Agreement in accordance with such procedures as it applies generally to information of this kind (including procedures relating to information sharing with Affiliates), except (i) as otherwise required by governmental regulatory agencies (including tax authorities in connection with an audit or other similar examination of such Shareholder), self-regulating bodies, law, legal process, or litigation in which such Shareholder is a defendant, plaintiff or other named party or (ii) to directors, employees, representatives and advisors of such Shareholder and its Affiliates who need to know the information and who are informed of the confidential nature of the information and agree to keep it confidential. Without limiting the foregoing, each Shareholder acknowledges that notices and reports to Shareholders hereunder may contain material non-public information and agrees not to use such information other than in connection with monitoring its investment in the Trust and agrees not to trade in securities on the basis of any such information.
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(b) In the event that the Sponsor determines in good faith that (i) a Shareholder has violated or is reasonably likely to violate the provisions of this Section 13.7 or (ii) a Shareholder that is subject to FOIA, any state public records access law or any other law or statutory or regulatory requirement that is similar to FOIA in intent or effect (each, a “Public Access Law”) is reasonably likely to be subject to a disclosure request pursuant to a Public Access Law that would result in the disclosure by such Shareholder of confidential information regarding the Trust, the Sponsor may (x) provide to such Shareholder access to such information only on the Trust’s website in password protected, non-downloadable, non-printable format and (y) require such Shareholder to return any copies of information provided to it by the Sponsor or the Trust.
(c) If any Public Access Law would potentially cause a Shareholder or any of its Affiliates to disclose information relating to the Trust, its Affiliates and/or any investment of the Trust, then in addition to compliance with the notice requirements set forth in Section 13.7(a) above, such Shareholder shall take commercially reasonable steps to oppose and prevent the requested disclosure unless (i) such Shareholder is advised by counsel that there exists no reasonable basis on which to oppose such disclosure or (ii) the Sponsor does not object in writing to such disclosure within ten (10) days (or such lesser time period as stipulated by the applicable law) of such notice. Each Shareholder acknowledges and agrees that in such event, notwithstanding any other provision of this Trust Agreement, the Sponsor may, in order to prevent any such potential disclosure that the Sponsor determines in good faith is likely to occur, withhold all or any part of the information otherwise to be provided to such Shareholder; provided, that the Sponsor shall not withhold any such information if a Shareholder confirms in writing to the Sponsor that compliance with the procedures provided for in Section 13.7(b) above is legally sufficient to prevent such potential disclosure.
(d) A Shareholder may, by giving written notice to the Sponsor, elect not to receive copies of any document, report or other information that such Shareholder would otherwise be entitled to receive pursuant to this Trust Agreement and is not required by applicable law to be delivered. The Sponsor agrees that it shall make any such documents available to such Shareholder at the Sponsor’s offices.
(e) Notwithstanding anything in this Trust Agreement to the contrary, each Shareholder and each Shareholder’s employees, representatives or other agents are authorized to disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Trust and any transaction entered into by the Trust and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure that are provided to such Shareholder, except for any information identifying the Sponsor, the Trust, the Trustee or their respective advisors, affiliates, officers, directors, members, employees and principals or (except to the extent relevant to such tax structure or tax treatment) any nonpublic commercial or financial information.
(f) Any obligation of a Shareholder pursuant to this Section 13.7 may be waived by the Sponsor in its sole discretion.
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(g) Each Shareholder acknowledges and agrees that (i) the restrictions contained in this Section 13.7 are necessary for the protection of the affairs and goodwill of the Sponsor, the Trustee, the Trust and their Affiliates and each Shareholder considers such restrictions to be reasonable for such purpose, (ii) the misappropriation or unauthorized disclosure of confidential information is likely to cause substantial and irreparable damage to the Sponsor, the Trustee, the Trust and their Affiliates and (iii) damages may not be an adequate remedy for breach of this Section 13.7. Accordingly, the Sponsor, the Trustee, the Trust and their Affiliates shall be entitled to injunctive and other equitable relief, in addition to all other remedies available to them at law or at equity, and no proof of special damages shall be necessary for the enforcement of this Section 13.7.
This Trust Agreement may be executed in one or more counterparts (including those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. This Trust Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
The terms and provisions of this Trust Agreement shall be binding upon and inure to the benefit of the heirs, custodians, executors, estates, administrators, personal representatives, successors and permitted assigns of the respective Shareholders. For purposes of determining the rights of any Shareholder or assignee hereunder, the Trust and the Sponsor may rely upon the Trust records as to who are Shareholders and permitted assignees, and all Shareholders and assignees agree that the Trust and the Sponsor, in determining such rights, shall rely on such records and that Shareholders and their assignees shall be bound by such determination.
Subject to the provisions of Section 1.7 in the case of the Sponsor, the Shareholders shall not have legal title to any part of the Trust Estate.
SECTION 13.11 Creditors.
SECTION 13.12 Integration.
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SECTION 13.13 Goodwill; Use of Name.
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Each Shareholder agrees to use its commercially reasonable efforts, upon reasonable request by the Sponsor, to cooperate with the Sponsor in complying with the applicable provisions of any material applicable law. Notwithstanding any other provision of this Trust Agreement to the contrary, the Sponsor, in its own name and on behalf of the Trust, shall be authorized without the consent of any Person, including any Shareholder, to take such action as in its sole discretion it deems necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, including the actions contemplated by the Participant Agreements.
The Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA”), may require the Trust to file reports with the U.S. Financial Crimes Enforcement Network. It shall be Sponsor’s duty, and not the Trustee’s duty, to prepare such filings, cause the Trust to make such filings, and to cause the Trust to comply with its obligations under the CTA, if any.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have duly executed this Second Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.
CSC DELAWARE TRUST COMPANY, |
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By: |
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Name: James Grier |
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Title: Vice President |
DELAWARE TRUST COMPANY,
as Trustee
GRAYSCALE INVESTMENTS SPONSORS, LLC, |
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By: |
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Name: Craig Salm |
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Title: Chief Legal Officer |
By: /s/ Alan R. Halpern
Name: Alan R. Halpern
Title: Vice President
GRAYSCALE INVESTMENTS, LLC, as Sponsor
By: /s/ Michael Sonnenshein
Name: Michael Sonnenshein
Title: Managing Director
DIGITAL CURRENCY GROUP, INC., solely with respect to Section 2.4
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By: /s/ Barry Silbert
Name: Barry Silbert
Title: CEO
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EXHIBIT A
FORM OF CERTIFICATE OF TRUST
1
CERTIFICATE OF TRUST
OF
ZCASH Investment Trust
THIS Certificate of Trust of Zcash Investment Trust (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).
1. Name. The name of the statutory trust formed hereby is Zcash Investment Trust.
2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808.
3. Effective Date. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee of the Trust
By: /s/ Alan R. Halpern
Name: Alan R. Halpern
Title: Vice President
1
EXHIBIT B
FORM OF PARTICIPANT AGREEMENT
GRAYSCALE ZCASH TRUST (ZEC) c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET – www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date. Have your consent card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date. Have your consent card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your consent card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: []KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS CONSENT CARD IS VALID ONLY WHEN SIGNED AND DATED. GRAYSCALE ZCASH TRUST (ZEC) The Sponsor recommends you consent FOR the following proposals: FOR AGAINST ABSTAIN1.APPROVAL OF ALTERNATIVE PROCEDURES FOR THE CREATION AND REDEMPTION OF BASKETS IN ORDER TO ALLOW THE TRUST TO CREATE AND REDEEM BASKETS IN EXCHANGE FOR THE RECEIPT OR DELIVERY OF CASH, RESPECTIVELY, FROM OR TO AN AUTHORIZED PARTICIPANT. 2. APPROVAL OF THE SPONSOR’S FEES BEING PAID DAILY IN ARREARS, AS DESCRIBED IN THE CONSENT SOLICITATION STATEMENT. 3.APPROVAL OF A PORTION OF THE TRUST ESTATE BEING HELD FROM TIME TO TIME IN ONE OR MORE OMNIBUS ACCOUNTS MAINTAINED BY THE CUSTODIAN IN ORDER TO FACILITATE THE CREATION AND REDEMPTION OF SHARES, AS DESCRIBED IN THE CONSENT SOLICITATION STATEMENT. 4.APPROVAL OF ALLOWING THE SPONSOR TO MAKE CERTAIN AMENDMENTS TO THE TRUST AGREEMENT (I) IN ITS SOLE DISCRETION WITHOUT SHAREHOLDER CONSENT; PROVIDED THAT ANY AMENDMENT MATERIALLY ADVERSELY AFFECTING SHAREHOLDERS’ INTERESTS AS DETERMINED BY THE SPONSOR SHALL NOT BE EFFECTIVE ANY EARLIER THAN 20 CALENDAR DAYS AFTER AFFECTED SHAREHOLDERS RECEIVE A NOTICE BY THE SPONSOR OR (II) THAT COULD ADVERSELY AFFECT THE STATUS OF THE TRUST AS A GRANTOR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES UNDER CERTAIN CONDITIONS. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ☐☐☐☐☐☐☐☐☐Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials: The Notice of Meeting and Proxy Statement is available at www.proxyvote.com WRITTEN CONSENT OF GRAYSCALE ZCASH TRUST (ZEC) This written consent is solicited by Grayscale Investments Sponsors, LLC, as sponsor (the “Sponsor”) of GRAYSCALE ZCASH TRUST (ZEC), a Delaware statutory trust (“GRAYSCALE ZCASH TRUST (ZEC)”) The Sponsor recommends that you consent to approve ALL of the proposals set forth on the reverse side. Please return this written consent no later than 4:00 p.m. (Eastern Time) on March 3, 2026, which is the deadline GRAYSCALE ZCASH TRUST (ZEC) has set for receipt of written consents. The shares will be tabulated and voted FOR or AGAINST the proposal as you indicate on the reverse side. Any written consent not returned will have the same effect as a vote FOR the proposals set forth on the reverse side. Any written consent signed and returned without indicating a decision on the proposals set forth on the reverse side will be voted FOR the proposals. The undersigned, being a holder of record as of the close of business on February 12, 2026 of common units of fractional undivided beneficial interest in, and ownership of, GRAYSCALE ZCASH TRUST (ZEC) (the “Shares”) hereby consents, by written consent without a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware, to the actions as set forth on the reverse side with respect to all of the aforementioned Shares that the undersigned holds of record as of the close of business on February 12, 2026. Continued and to be signed on reverse side