UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2015
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32694
CurrencyShares ® Euro Trust
Sponsored by Guggenheim Specialized Products, LLC,
d/b/a Guggenheim Investments
(Exact name of registrant as specified in its charter)
New York | No. 20-3613421 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
(301) 296-5100
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Euro Shares | NYSE Arca | |
(Title of class) | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Aggregate market value of 3,300,000 shares of the registrants common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrants common stock on April 30, 2015 as reported by NYSE Arca on that date: $364,221,000.
CURRENCYSHARES ® EURO TRUST
Caption |
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Item 1. |
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Item 1A. |
4 | |||||
Item 1B. |
8 | |||||
Item 2. |
8 | |||||
Item 3. |
8 | |||||
Item 4. |
8 | |||||
Item 5. |
9 | |||||
Item 6. |
10 | |||||
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
10 | ||||
Item 7A. |
15 | |||||
Item 8. |
15 | |||||
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. |
15 | ||||
Item 9A. |
15 | |||||
Item 9B. |
16 | |||||
Item 10. |
17 | |||||
Item 11. |
17 | |||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
17 | ||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
17 | ||||
Item 14. |
17 | |||||
Item 15. |
18 | |||||
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ii
Overview
The CurrencyShares ® Euro Trust (the Trust) is a grantor trust that was formed on December 5, 2005. The Shares began trading on the New York Stock Exchange under the ticker symbol FXE on December 12, 2005. The primary listing of the Shares was transferred to NYSE Arca, Inc. (NYSE Arca) on October 30, 2007. The Trust issues shares (the Shares) in blocks of 50,000 (a Basket) in exchange for deposits of euro and distributes euro in connection with the redemption of Baskets.
The investment objective of the Trust is for the Shares to reflect the price in USD of euro plus accrued interest, if any, less the expenses of the Trusts operations. The Shares are intended to offer investors an opportunity to participate in the market for the euro through an investment in securities. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding the euro. The Shares are bought and sold on NYSE Arca like any other exchange-listed security. The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The Trust is a passive investment vehicle and does not have any officers, directors or employees. The Trust does not engage in any activities designed to obtain profit from, or ameliorate losses caused by, changes in the price of the euro. Investing in the Shares does not insulate the investor from certain risks, including price volatility. The value of the holdings of the Trust is reported on the Trusts website, www.currencyshares.com, each business day.
The Trust
General
The Trust holds euro and, from time to time, issues Baskets in exchange for deposits of euro and distributes euro in connection with redemptions of Baskets. The euro held by the Trust will be sold only (1) if needed to pay Trust expenses, (2) in the event the Trust terminates and liquidates its assets or (3) as otherwise required by law or regulation.
The Sponsor
The Sponsor of the Trust generally oversees the performance of the Trustee and the Trusts principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trusts service providers. The Sponsor is Guggenheim Specialized Products, LLC, a Delaware limited liability company. The Sponsor changed its name from Rydex Specialized Products LLC as of March 30, 2012.
The Trusts only ordinary recurring expense is the Sponsors fee. The Sponsor is responsible for payment of the following administrative and marketing expenses of the Trust: the Trustees monthly fee, typical maintenance and transaction fees of the Depository, NYSE Arca listing fees, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees. The Sponsor also paid the costs of the Trusts organization, including the applicable SEC registration fees. The Sponsors fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day). The Sponsor was paid $1,069,371 for the fiscal year ended October 31, 2015.
The Trustee
The Bank of New York Mellon, a banking corporation with trust powers organized under the laws of the State of New York, serves as the Trustee. The Trustee is responsible for the day-to-day administration of the Trust, including keeping the Trusts operational records.
1
Net Asset Value
The Trustee calculates, and the Sponsor publishes, the Trusts Net Asset Value (NAV) each business day. To calculate the NAV, the Trustee adds to the amount of euro in the Trust at the end of the preceding day, accrued but unpaid interest, if any, euro receivable under pending purchase orders and the value of other Trust assets, and subtracts the accrued but unpaid Sponsors fee, euro payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV is expressed in U.S. Dollars (USD) based on the euro/USD exchange rate as determined by The WM Company, at 4:00 PM (London time / London fixing) (the Closing Spot Rate) on each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate is used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation.
The Trustee also determines the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares. The NAV of the Trust and the NAV per Share are published by the Sponsor on each day that NYSE Arca is open for regular trading and are posted on the Trusts website, www.currencyshares.com.
Depository and Deposit Accounts
JPMorgan Chase Bank, N.A., London Branch, is the Depository. The Depository maintains two deposit accounts for the Trust, a primary deposit account that may earn interest and a secondary deposit account that does not earn interest (collectively, the Deposit Accounts). Interest on the primary deposit account, if any, accrues daily and is paid monthly. If the Sponsor believes that the interest rate paid by the Depository is not competitive, the Sponsors recourse is to remove the Depository by terminating the Deposit Account Agreement and closing the Deposit Accounts. The Depository is not paid a fee for its services to the Trust. The Depository may earn a spread or margin over the rate of interest it pays to the Trust on the euro deposit balances.
The secondary deposit account is used to account for any interest that may be received and paid on creations and redemptions of Baskets. The secondary deposit account is also used to account for interest earned on the primary deposit account, if any, pay Trust expenses and distribute any excess interest to Shareholders on a monthly basis. In the event that the interest deposited exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, then the Trustee will direct that the excess be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro-rata basis (in accordance with the number of Shares that they own).
Trust Expenses
In certain exceptional cases the Trust may pay expenses in addition to the Sponsors fee. These exceptions include expenses not assumed by the Sponsor, expenses resulting from a negative interest rate, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, and legal expenses in excess of $100,000 per year.
Termination
The Trust will terminate upon the occurrence of any of the termination events listed in the Depositary Trust Agreement and will otherwise terminate on December 5, 2045.
2
The Shares
General
Each Share represents a proportional interest, based on the total number of Shares outstanding, in the euro owned by the Trust, plus accrued and unpaid interest, if any, less accrued but unpaid expenses (both asset-based and non-asset based) of the Trust. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Depositary Trust Agreement.
Limited Rights
The Shares are not a traditional investment. They are dissimilar from the shares of a corporation operating a business enterprise, with management and a board of directors. Trust Shareholders do not have rights normally associated with owning shares of a business corporation, including, for example, the right to bring oppression or derivative actions. Shareholders have only those rights explicitly set forth in the Depositary Trust Agreement. The Shares do not entitle their holders to any conversion or pre-emptive rights or, except as described herein, any redemption or distribution rights.
Voting and Approvals
Shareholders have no voting rights under the Depositary Trust Agreement, except in limited circumstances. If the holders of at least 25% of the Shares outstanding determine that the Trustee is in material breach of its obligations under the Depositary Trust Agreement, they may provide written notice to the Trustee (or require the Sponsor to do so) specifying the default and requiring the Trustee to cure such default. If the Trustee fails to cure such breach within 30 days after receipt of such notice, the Sponsor, acting on behalf of the Shareholders, may remove the Trustee. The holders of at least 66-2/3% of the Shares outstanding may vote to remove the Trustee. The Trustee must terminate the Trust at the request of the holders of at least 75% of the outstanding Shares.
Creation and Redemption of Shares
The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of euro represented by the Baskets being created or redeemed. This amount is based on the combined NAV per Share of the number of Shares included in the Baskets being created or redeemed, determined on the day the order to create or redeem Baskets is accepted by the Trustee.
Only Authorized Participants may place orders to create and redeem Baskets. An Authorized Participant is a Depository Trust Company (DTC) participant that is a registered broker-dealer or other securities market participant, such as a bank or other financial institution that is not required to register as a broker-dealer to engage in securities transactions.
Before initiating a creation or redemption order, an Authorized Participant must have entered into a Participant Agreement with the Sponsor and the Trustee. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of euro required for creations and redemptions. The Participant Agreements may be amended by the Trustee and the Sponsor. Authorized Participants pay a transaction fee of $500 to the Trustee for each order that they place to create or redeem one or more Baskets. In addition to the $500 transaction fee paid to the Trustee, Authorized Participants pay a variable fee to the Sponsor for creation orders and redemption orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will not exceed $2,000 for each creation or redemption order, as set forth in the Participant Agreement. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust. No Authorized Participant has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
Availability of SEC Reports and Other Information
The Sponsor, on behalf of the Trust, files quarterly and annual reports and other information with the SEC. The reports and other information can be accessed through the Trusts website at www.currencyshares.com.
3
You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this report, including the Trusts financial statements and the related notes.
The value of the Shares relates directly to the value of the euro held by the Trust. Fluctuations in the price of the euro could materially and adversely affect the value of the Shares.
The Shares are designed to reflect the price of the euro, plus accumulated interest, if any, less the Trusts expenses. The price of euro has fluctuated widely over the past several years, and volatility has increased in recent months, possibly due, in part, to concern over the sovereign debt levels of certain European Union members and the potential impact of this debt on the composition of the European Union members in the eurozone and the value of the euro. Several factors may affect the price of the euro, including:
| Sovereign debt levels and trade deficits; |
| Domestic and foreign inflation rates and interest rates and investors expectations concerning those rates; |
| Currency exchange rates; |
| Investment and trading activities of mutual funds, hedge funds and currency funds; and |
| Global or regional political, economic or financial events and situations. |
In addition, the euro may not maintain its long-term value in terms of purchasing power in the future. When the price of the euro declines, the Sponsor expects the price of a Share to decline as well.
The USD/euro exchange rate, like foreign exchange rates in general, can be volatile and difficult to predict. This volatility could materially and adversely affect the performance of the Shares.
Foreign exchange rates are influenced by the factors identified in the preceding risk factor and may also be influenced by: changing supply and demand for a particular currency; monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. These events and actions are unpredictable. The resulting volatility in the USD/euro exchange rate could materially and adversely affect the performance of the Shares.
If interest earned by the Trust does not exceed the Trusts expenses, the Trustee will withdraw euro from the Trust to pay these excess expenses, which will reduce the amount of euro represented by each Share on an ongoing basis and may result in adverse tax consequences for Shareholders.
Each outstanding Share represents a fractional, undivided interest in the euro held by the Trust. Recently, the amount of interest earned by the Trust has not exceeded the Trusts expenses; accordingly, the Trustee has been required to withdraw euro from the Trust to pay these excess expenses. As long as the amount of interest earned does not exceed expenses, the amount of euro represented by each Share would gradually decline over time. This is true even if additional Shares are issued in exchange for additional deposits of euro into the Trust, as the amount of euro required to create Shares will proportionately reflect the amount of euro represented by the Shares outstanding at the time of creation. Assuming a constant euro price, if expenses exceed interest earned, the trading price of the Shares will gradually decline relative to the price of the euro as the amount of euro represented by the Shares gradually declines. In this event, the Shares will only maintain their original price if the price of the euro increases. There is no guarantee that interest earned by the Trust in the future will exceed the Trusts expenses.
Investors should be aware that a gradual decline in the amount of euro represented by the Shares may occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of the euro. The estimated ordinary operating expenses of the Trust, which accrue daily, are described in Business The Trust Trust Expenses.
4
The payment of expenses by the Trust will result in a taxable event to Shareholders. To the extent Trust expenses exceed interest paid to the Trust, a gain or loss may be recognized by Shareholders depending on the tax basis of the tendered euro.
The interest rate paid by the Depository, if any, may not be the best rate available. If the Sponsor determines that the interest rate is inadequate, then its sole recourse is to remove the Depository and terminate the Deposit Accounts.
The Depository is committed to endeavor to pay a competitive interest rate on the balance of euro in the primary deposit account of the Trust, but there is no guarantee of the amount of interest that will be paid, if any, on this account. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The Depository may change the rate at which interest accrues, including reducing the interest rate to zero or below zero, based upon the Depositorys belief that the Euro OverNight Index Average does not accurately reflect the market, other market conditions or the Depositorys liquidity needs. The Depository notifies the Sponsor of the interest rate applied each business day after the close of such business day. The Sponsor discloses the current interest rate on the Trusts website. If the Sponsor believes that the interest rate paid by the Depository is not adequate, the Sponsors sole recourse is to remove the Depository and terminate the Deposit Accounts. The Depository is not paid a fee for its services to the Trust; rather, it generates income or loss based on its ability to earn a spread or margin over the interest it pays to the Trust by using the Trusts euro to make loans or in other banking operations. For these reasons, you should not expect that the Trust will be paid the best available interest rate at any time or over time.
If the Trust incurs expenses in USD, the Trust would be required to sell euro to pay these expenses. The sale of the Trusts euro to pay expenses in USD at a time of low euro prices could adversely affect the value of the Shares.
The Trustee will sell euro held by the Trust to pay Trust expenses, if any, incurred in USD, irrespective of then-current euro prices. The Trust is not actively managed and no attempt will be made to buy or sell euro to protect against or to take advantage of fluctuations in the price of the euro. Consequently, if the Trust incurs expenses in USD, the Trusts euro may be sold at a time when the euro price is low, resulting in a negative effect on the value of the Shares.
The Deposit Accounts are not entitled to payment at any office of JPMorgan Chase Bank, N.A. located in the United States.
The federal laws of the United States prohibit banks located in the United States from paying interest on unrestricted demand deposit accounts. Therefore, payments out of the Deposit Accounts will be payable only at the London branch of JPMorgan Chase Bank, N.A., located in England. The Trustee will not be entitled to demand payment of these accounts at any office of JPMorgan Chase Bank, N.A. that is located in the United States. JPMorgan Chase Bank, N.A. will not be required to repay the deposit if its London branch cannot repay the deposit due to an act of war, insurrection or civil strife or an action by a foreign government or instrumentality (whether de jure or de facto ) in England.
Shareholders do not have the protections associated with ownership of a demand deposit account insured in the United States by the Federal Deposit Insurance Corporation or the protection provided for bank deposits under English law.
Neither the Shares nor the Deposit Accounts and the euro deposited in them are deposits insured against loss by the FDIC, any other federal agency of the United States or the Financial Services Compensation Scheme of England.
If the Depository becomes insolvent, its assets might not be adequate to satisfy a claim by the Trust or any Authorized Participant. In addition, in the event of the insolvency of the Depository or the U.S. bank of which it is a branch, there may be a delay and costs incurred in recovering the euro held in the Deposit Accounts.
Euro deposited in the Deposit Accounts by an Authorized Participant are commingled with euro deposited by other Authorized Participants and are held by the Depository in either the primary deposit account or the secondary deposit account of the Trust. Euro held in the Deposit Accounts are not segregated from the Depositorys other assets.
5
The Trust has no proprietary rights in or to any specific euro held by the Depository and will be an unsecured creditor of the Depository with respect to the euro held in the Deposit Accounts in the event of the insolvency of the Depository or the U.S. bank of which it is a branch. In the event the Depository or the U.S. bank of which it is a branch becomes insolvent, the Depositorys assets might not be adequate to satisfy a claim by the Trust or any Authorized Participant for the amount of euro deposited by the Trust or the Authorized Participant and, in such event, the Trust and any Authorized Participant will generally have no right in or to assets other than those of the Depository.
In the case of insolvency of the Depository or JPMorgan Chase Bank, N.A., the U.S. bank of which the Depository is a branch, a liquidator may seek to freeze access to the euro held in all accounts by the Depository, including the Deposit Accounts. The Trust and the Authorized Participants could incur expenses and delays in connection with asserting their claims. These problems would be exacerbated by the fact that the Deposit Accounts are not held in the U.S. but instead are held at the London branch of a U.S. national bank, where they are subject to English insolvency law. Further, under U.S. law, in the case of the insolvency of JPMorgan Chase Bank, N.A., the claims of creditors in respect of accounts (such as the Trusts Deposit Accounts) that are maintained with an overseas branch of JPMorgan Chase Bank, N.A. will be subordinate to claims of creditors in respect of accounts maintained with JPMorgan Chase Bank, N.A. in the U.S., greatly increasing the risk that the Trust and the Trusts beneficiaries would suffer a loss.
Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940.
The Investment Company Act is designed to protect investors by preventing: insiders from managing investment companies to their benefit and to the detriment of public investors; the issuance of securities having inequitable or discriminatory provisions; the management of investment companies by irresponsible persons; the use of unsound or misleading methods of computing earnings and asset value; changes in the character of investment companies without the consent of investors; and investment companies from engaging in excessive leveraging. To accomplish these ends, the Investment Company Act requires the safekeeping and proper valuation of fund assets, restricts greatly transactions with affiliates, limits leveraging, and imposes governance requirements as a check on fund management.
The Trust is not registered as an investment company under the Investment Company Act and is not required to register under that act. Consequently, Shareholders do not have the regulatory protections afforded to investors in registered investment companies.
Shareholders do not have the rights enjoyed by investors in certain other financial instruments.
As interests in a grantor trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a business corporation, including, for example, the right to bring oppression or derivative actions. Apart from the rights afforded to them by federal and state securities laws, Shareholders have only those rights relative to the Trust, the Trust property and the Shares that are set forth in the Depositary Trust Agreement. In this connection, the Shareholders have limited voting and distribution rights. They do not have the right to elect directors. See Business The Shares Limited Rights for a description of the limited rights of the Shareholders.
The Shares may trade at a price which is at, above, or below the NAV per Share.
The NAV per Share fluctuates with changes in the market value of the Trusts assets. The market price of Shares can be expected to fluctuate in accordance with changes in the NAV per Share, but also in response to market supply and demand. As a result, the Shares might trade at prices at, above or below the NAV per Share.
6
The Depository owes no fiduciary duties to the Trust or the Shareholders, is not required to act in their best interest and could resign or be removed by the Sponsor, which would trigger early termination of the Trust.
The Depository is not a trustee for the Trust or the Shareholders. As stated above, the Depository is not obligated to maximize the interest rate paid to the Trust. In addition, the Depository has no duty to continue to act as the depository of the Trust. The Depository can terminate its role as depository for any reason whatsoever upon 90 days notice to the Trust. If directed by the Sponsor, the Trustee must terminate the Depository. Such a termination might result, for example, if the Sponsor determines that the interest rate paid by the Depository is inadequate. In the event that the Depository was to resign or be removed, the Trust will be terminated.
Shareholders may incur significant fees upon the termination of the Trust.
The occurrence of any one of several events would either require the Trust to terminate or permit the Sponsor to terminate the Trust. For example, if the Depository were to resign or be removed, then the Sponsor would be required to terminate the Trust. Shareholders tendering their Shares within 90 days of the Trusts termination will receive the amount of euro represented by their Shares. Shareholders may incur significant fees if they choose to convert the euro they receive to USD.
Redemption orders are subject to rejection by the Trustee under certain circumstances.
The Trustee will reject a redemption order if the order is not in proper form as described in the Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such rejection could adversely affect a redeeming Shareholder. For example, the resulting delay would adversely affect the value of the Shareholders redemption distribution if the NAV were to decline during the delay. In the Depositary Trust Agreement, the Sponsor and the Trustee disclaim any liability for any loss or damage that may result from any such rejection.
Substantial sales of euro by the official sector could adversely affect an investment in the Shares.
The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold euro as part of their reserve assets. The official sector holds a significant amount of euro that can be mobilized in the open market. In the event that future economic, political or social conditions or pressures require members of the official sector to sell their euro simultaneously or in an uncoordinated manner, the demand for euro might not be sufficient to accommodate the sudden increase in the supply of euro to the market. Consequently, the price of the euro could decline, which would adversely affect an investment in the Shares.
Shareholders that are not Authorized Participants may only purchase or sell their Shares in secondary trading markets.
Only Authorized Participants may create or redeem Baskets through the Trust. All other investors that desire to purchase or sell Shares must do so through NYSE Arca or in other markets, if any, in which the Shares are traded.
The liability of the Sponsor and the Trustee under the Depositary Trust Agreement is limited and, except as set forth in the Depositary Trust Agreement, they are not obligated to prosecute any action, suit or other proceeding in respect of any Trust property.
The Depositary Trust Agreement provides that neither the Sponsor nor the Trustee assumes any obligation or is subject to any liability under the Trust Agreement to any Shareholder, except that they each agree to perform their respective obligations specifically set forth in the Depositary Trust Agreement without negligence or bad faith. Additionally, neither the Sponsor nor the Trustee is obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any Trust property. The Depositary Trust Agreement does not confer upon Shareholders the right to prosecute any such action, suit or other proceeding.
7
The Depositary Trust Agreement may be amended to the detriment of Shareholders without their consent.
The Sponsor and the Trustee may amend most provisions (other than those addressing core economic rights) of the Depositary Trust Agreement without the consent of any Shareholder. Such an amendment could impose or increase fees or charges borne by the Shareholders. Any amendment that increases fees or charges (other than taxes and other governmental charges, registration fees or other expenses), or that otherwise prejudices any substantial existing rights of Shareholders, will not become effective until 30 days after written notice is given to Shareholders.
The License Agreement with The Bank of New York Mellon may be terminated by The Bank of New York Mellon in the event of a material breach. Termination of the License Agreement might lead to early termination and liquidation of the Trust.
The Bank of New York Mellon and an affiliate of the Sponsor have entered into a License Agreement granting the Sponsors affiliate a license to certain patent applications made by The Bank of New York Mellon covering systems and methods for securitizing a commodity. The Sponsors affiliate has sublicensed the license to the Sponsor. The license is limited to a non-exclusive grant for the life of The Bank of New York Mellons patents and patent applications. The License Agreement provides that each of the parties may provide notice of intent to terminate the License Agreement in the event the other party commits a material breach. If the License Agreement is terminated and one or more of The Bank of New York Mellons patent applications issue as patents, then The Bank of New York Mellon may claim that the operation of the Trust violates its patent or patents and seek an injunction forcing the Trust to cease operation and the Shares to cease trading. In that case, the Trust might be forced to terminate and liquidate, which would adversely affect Shareholders.
Item 1B. Unresolved Staff Comments
None.
The principal offices of the Sponsor and the Trust are at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, which is leased by an affiliate of the Sponsor. Neither the Sponsor nor the Trust owns or leases any other property.
None.
Item 4. Mine Safety Disclosures
Not applicable.
8
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Following are the high and low sale prices of the Shares as reported by NYSE Arca for each of the quarters during the fiscal years ended October 31, 2015 and October 31, 2014:
Fiscal Year Ended October 31, 2015: |
High | Low | ||||||
Quarter Ended |
||||||||
January 31, 2015 |
$ | 123.61 | $ | 110.33 | ||||
April 30, 2015 |
$ | 113.06 | $ | 103.08 | ||||
July 31, 2015 |
$ | 112.51 | $ | 106.37 | ||||
October 31, 2015 |
$ | 113.77 | $ | 106.88 |
Fiscal Year Ended October 31, 2014: |
High | Low | ||||||
Quarter Ended |
||||||||
January 31, 2014 |
$ | 136.40 | $ | 132.13 | ||||
April 30, 2014 |
$ | 137.63 | $ | 133.56 | ||||
July 31, 2014 |
$ | 137.52 | $ | 132.09 | ||||
October 31, 2014 |
$ | 132.40 | $ | 123.33 |
The number of record holders of Shares of the registrant as of November 30, 2015 was approximately 104.
Although the Trust does not purchase Shares directly from its shareholders, the Trust redeemed Baskets from Authorized Participants in the fourth quarter of the fiscal year covered by this report as follows:
Month |
Shares | Average Price | ||||||
August |
300,000 | $ | 108.23 | |||||
September |
250,000 | $ | 110.20 | |||||
October |
550,000 | $ | 110.70 |
The Trust did not distribute any cash dividends per Share during the fiscal years ended October 31, 2015 and October 31, 2014.
In the future, to the extent that the interest earned by the Trust exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend, the excess interest earned in euro effective on the first business day of the subsequent month. The Trustee will direct that the excess euro be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro-rata basis (in accordance with the number of Shares that they own).
9
Item 6. Selected Financial Data
Following are financial highlights for the fiscal years ended October 31, 2015, October 31, 2014, October 31, 2013, October 31, 2012 and October 31, 2011.
Fiscal Year ended
October 31, 2015 |
Fiscal Year ended
October 31, 2014 |
Fiscal Year ended
October 31, 2013 |
Fiscal Year Ended
October 31, 2012 |
Fiscal Year Ended
October 31, 2011 |
||||||||||||||||
Income |
||||||||||||||||||||
Interest income |
$ | | $ | 21,021 | $ | | $ | 406,358 | $ | 2,205,838 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Income |
| 21,021 | | 406,358 | 2,205,838 | |||||||||||||||
Expenses |
||||||||||||||||||||
Sponsors fee |
(1,069,371 | ) | (859,746 | ) | (939,137 | ) | (1,196,675 | ) | (1,530,318 | ) | ||||||||||
Interest expense |
(436,101 | ) | (2,522 | ) | | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Expenses |
(1,505,472 | ) | (862,268 | ) | (939,137 | ) | (1,196,675 | ) | (1,530,318 | ) | ||||||||||
Net (Loss)/Income |
$ | (1,505,472 | ) | $ | (841,247 | ) | $ | (939,137 | ) | $ | (790,317 | ) | $ | 675,520 | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic and Diluted Earnings per Share |
$ | (0.62 | ) | $ | (0.52 | ) | $ | (0.52 | ) | $ | (0.34 | ) | $ | 0.25 | ||||||
Weighted-average Shares Outstanding |
2,419,452 | 1,616,438 | 1,802,740 | 2,342,486 | 2,697,260 | |||||||||||||||
Cash Dividends per Share |
$ | | $ | | $ | | $ | 0.04 | $ | 0.25 | ||||||||||
Other Comprehensive Income/(Loss): |
||||||||||||||||||||
Currency translation adjustment |
17,887 | 11,364 | (16,778 | ) | (830 | ) | 4,717 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Comprehensive (Loss)/Income |
$ | (1,487,585 | ) | $ | (829,883 | ) | $ | (955,915 | ) | $ | (791,147 | ) | $ | 680,237 | ||||||
|
|
|
|
|
|
|
|
|
|
As of October 31, 2015, total assets were $357,376,987, and for the fiscal year ended October 31, 2015, net cash flows were $141,250,395.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Information
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as anticipate, expect, intend, plan, believe, seek, outlook and estimate and other similar words. Forward-looking statements are based upon our current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. Various factors may cause our actual results to differ materially from those expressed in our forward-looking statements. These factors include fluctuations in the price of the euro, as the value of the Shares relates directly to the value of the euro held by the Trust and price fluctuations could materially adversely affect an investment in the Shares. Readers are urged to review the Risk Factors section in this report for a description of other risks and uncertainties that may affect an investment in the Shares.
Neither Guggenheim Specialized Products, LLC d/b/a Guggenheim Investments (the Sponsor) nor any other person assumes responsibility for the accuracy or completeness of forward-looking statements contained in this report. The forward-looking statements are made as of the date of this report, and will not be revised or updated to reflect actual results or changes in the Sponsors expectations or predictions.
10
Movements in the Price of Euro
The investment objective of the Trust is for the Shares to reflect the price in USD of the euro plus accrued interest, if any, less the expenses of the Trusts operations. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding euro. Each outstanding Share represents a proportional interest in the euro held by the Trust. The following chart provides recent trends on the price of euro. The chart illustrates movements in the price of euro in USD and is based on the Closing Spot Rate:
Closing Spot Rate
11
NAV per Share; Valuation of Euro
The following chart illustrates the movement in the price of the Shares based on (1) NAV per Share, (2) the bid and ask midpoint offered on NYSE Arca and (3) the Closing Spot Rate, expressed as a multiple of 100 euro:
FXE Price Movement
12
Liquidity
The Sponsor is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to the Trusts liquidity needs. The Trusts Depository, JPMorgan Chase Bank, N.A., London Branch, maintains two deposit accounts for the Trust, a primary deposit account that may earn interest and a secondary deposit account that does not earn interest. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The interest rate in effect as of October 31, 2015 was an annual nominal rate of -0.20%. The following chart provides the daily rate paid by the Depository since October 31, 2010:
FXE Daily Rate
In exchange for a fee, the Sponsor bears most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the periods covered by this report was the Sponsors fee. Each month the Depository deposits into the secondary deposit account accrued but unpaid interest, if any, and the Trustee withdraws euro from the secondary deposit account to pay the accrued Sponsors fee for the previous month plus other Trust expenses, if any. When the interest deposited, if any, exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trustee converts the excess into USD at a prevailing market rate and distributes the USD as promptly as practicable to Shareholders on a pro-rata basis (in accordance with the number of Shares that they own). The Trust did not make any distributions during the quarter ended October 31, 2015.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Sponsors management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period covered by this report.
In addition to the description below, please refer to Note 2 to the financial statements for further discussion of our accounting policies.
The functional currency of the Trust is the euro in accordance with ASC 830, Foreign Currency Translation.
13
Results of Operations
As of October 31, 2013, the number of euro owned by the Trust was 148,436,083, resulting in a redeemable capital share value of $201,725,396. During the year ended October 31, 2014, an additional 5,900,000 shares were created in exchange for 582,440,607 euro and 5,750,000 shares were redeemed in exchange for 567,615,398 euro. In addition, 613,581 euro were withdrawn to pay the portion of sponsor fee that exceeded the interest earned. As of October 31, 2014, the number of euro owned by the Trust was 162,647,711, resulting in a redeemable capital share value of $203,700,538. During the year ended October 31, 2015, an additional 11,400,000 shares were created in exchange for 1,120,840,498 euro and 9,750,000 shares were redeemed in exchange for 958,699,359 euro. In addition, 1,268,329 euro were withdrawn to pay the portion of sponsor fee that exceeded the interest earned. As of October 31, 2015, the number of euro owned by the Trust was 323,520,521, resulting in a redeemable capital share value of $357,228,041.
An increase in the Trusts redeemable capital share value from to $203,700,538 at October 31, 2014 to $357,228,041 at October 31, 2015, was primarily the result of an increase in the number of shares outstanding from 1,650,000 at October 31, 2014 to 3,300,000 at October 31, 2015. The increase in the Trusts redeemable capital share value was partially offset by a decrease in the Closing Spot Rate from 1.2529 at October 31, 2014 to 1.1047 at October 31, 2015. An increase in the Trusts redeemable capital share value from $201,725,396 at October 31, 2013 to $203,700,538 at October 31, 2014, was primarily the result of an increase in the number of shares outstanding from 1,500,000 at October 31, 2013 to 1,650,000 at October 31, 2014. The increase in the Trusts redeemable capital share value was partially offset by a decrease in the Closing Spot Rate from 1.3595 at October 31, 2013 to 1.2529 at October 31, 2014.
Interest income decreased from $21,021 for the year ended October 31, 2014 to $0 for the year ended October 31, 2015 attributable primarily to a decrease in the annual nominal interest rate paid by the Depository. Interest income increased from $0 for the year ended October 31, 2013 to $21,021 for the year ended October 31, 2014, attributable primarily to an increase in the annual nominal interest rate paid by the Depository as set forth in the chart above.
The Sponsors fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust. Due primarily to an increase in the weighted-average euro in the Trust, the Sponsors fee increased from $859,746 for the year ended October 31, 2014 to $1,069,371 for the year ended October 31, 2015. This increase in Sponsors fee was partially offset by a decrease in the Closing Spot Rate as set forth in the Noon Buying Rate/Closing Spot Rate chart. Due primarily to a decrease in the weighted-average euro in the Trust, the Sponsors fee decreased from $939,137 for the year ended October 31, 2013 to $859,746 for the year ended October 31, 2014. Because the annual interest rate paid by the depository fell below 0% (as set forth in the chart above), the Trust incurred interest expense. Due primarily to a steady interest rate below 0%, interest expense increased from $2,522 for the year ended October 31, 2014 to $436,101 for the year ended October 31, 2015. During the month of October, 2014, the interest rate paid by the depository fell below 0%. As a result, interest expense increased from $0 for the year ended October 31, 2013 to $2,522 for the year ended October 31, 2014. The only expenses of the Trust during the year ended October 31, 2015 and year ended October 31, 2014 were the Sponsors fee and interest expense.
The Trusts net loss for the year ended October 31, 2015 was $1,505,472, due to the Sponsors fee of $1,069,371 and interest expense of $436,101 exceeding interest income of $0. The Trusts net loss for the year ended October 31, 2014 was $841,247, due to the Sponsors fee of $859,746 and interest expense of $2,522 exceeding interest income of $21,021. The Trusts net loss for the year ended October 31, 2013 was $939,137, due to the Sponsors fee of 939,137 exceeding interest income of $0.
Cash dividends were not paid by the Trust in the years ended October 31, 2015, October 31, 2014 and October 31, 2013 as the Trusts interest income did not exceed the Trusts expenses during those periods.
14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Except as described above with respect to the USD/euro exchange rate and the nominal annual interest rate paid by the Depository on euro held by the Trust, the Trust is not subject to market risk. The Trust does not hold securities and does not invest in derivative instruments.
Item 8. Financial Statements and Supplementary Data
See Index to Financial Statements on page F-1 for a list of the financial statements filed with this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The chief executive officer and chief financial officer of the Sponsor have evaluated the effectiveness of the Trusts disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of October 31, 2015. Based on that evaluation, the chief executive officer and chief financial officer of the Sponsor have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this annual report.
Managements Report on Internal Control over Financial Reporting
The Sponsors management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Trusts internal control over financial reporting is based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO), and is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trusts assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trusts receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trusts assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
The chief executive officer and chief financial officer of the Sponsor have assessed the effectiveness of the Trusts internal control over financial reporting as of October 31, 2015. Their assessment included an evaluation of the design of the Trusts internal control over financial reporting and testing of the operation effectiveness of its internal controls over financial reporting. Based on their assessment and those criteria, the chief executive officer and chief financial officer of the Sponsor believe that the Trust maintained effective internal control over financial reporting as of October 31, 2015.
15
Effectiveness of the Trusts internal control over financial reporting as of October 31, 2015 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.
Changes in Internal Control over Financial Reporting
There were no changes in the Trusts internal control over financial reporting that occurred during the Trusts last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trusts internal control over financial reporting.
Not applicable.
16
Item 10. Directors, Executive Officers and Corporate Governance
Nikolaos Bonos and Joseph Arruda serve as the Chief Executive Officer and Chief Financial Officer of the Sponsor, respectively. The Sponsors Board of Managers is composed of Mr. Arruda, Mr. Bonos and Michael Byrum.
Nikolaos Bonos, 52, has been the Chief Executive Officer of the Sponsor since May 2009. Mr. Bonos has been a Manager of the Sponsor since September 2005. Prior to his appointment as Chief Executive Officer, Mr. Bonos served as the Chief Financial Officer of the Sponsor beginning in September 2005. Mr. Bonos has served as Executive Officer of Rydex Fund Services, LLC, an affiliate of the Sponsor, from January 2009 to the present and as Senior Vice President of Rydex Fund Services, LLC, from December 2003 to August 2006 and Vice President of Accounting of Rydex Fund Services, LLC, from 2001 to December 2003. Mr. Bonos also serves as Treasurer and Vice President for certain funds in the Guggenheim fund complex. Mr. Bonos holds a Bachelor of Science in Business Administration with a major in Finance from Suffolk University.
Joseph Arruda, 49, has been the Chief Financial Officer of the Sponsor since May 2009. Mr. Arruda has been a Manager of the Sponsor since July 2009. Prior to his appointment as Chief Financial Officer, Mr. Arruda served as Vice President, Fund Accounting, and Administration, of the Sponsor beginning in 2003. Mr. Arruda also serves as Assistant Treasurer for certain funds in the Guggenheim fund complex. From 1997 to 2003, Mr. Arruda served as Vice President, Fund Accounting at State Street Corporation. He holds a Bachelor of Science with a Finance and Accounting concentration from Bridgewater State College.
Michael Byrum, 45, has served as a Manager of the Sponsor since September 2005. Since August 2006, he has served as the Chief Investment Officer, of Rydex Advisors II, LLC (RAII), and Rydex Advisors, LLC (RA), affiliates of the Sponsor, and each of which were merged into Security Investors, LLC, also an affiliate of the Sponsor, as of January 3, 2011. Mr. Byrum served as the Executive Vice President of RAII from December 2002 to May 2004, and as President of RA from May 2004 until January 2011. He has served as Senior Vice President of Security Investors, LLC, since December 1, 2010. Mr. Byrum is a Chartered Financial Analyst and has a Bachelor of Science in Business Administration with a major in Finance from Miami University of Ohio.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Not applicable.
Item 14. Principal Accountant Fees and Services
The following fees were paid by the Sponsor and were for services performed by Ernst & Young LLP for the fiscal years ended October 31, 2015 and October 31, 2014:
2015 | 2014 | |||||||
Audit Fees |
$ | 25,231 | $ | 25,229 | ||||
Audit-related fees |
2,100 | 2,100 | ||||||
Tax fees |
0 | 0 | ||||||
All other Fees |
0 | 0 | ||||||
|
|
|
|
|||||
$ | 27,331 | $ | 27,329 | |||||
|
|
|
|
17
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial statements being filed as a part of this report. Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included.
Exhibits
Exhibit No. |
Description |
|
3.1 | Certificate of Formation of Guggenheim Specialized Products, LLC dated September 14, 2005, incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A (File number 333-125581) filed by the Trust on October 25, 2005. | |
3.2 | Amendment to Certificate of Formation of Guggenheim Specialized Products, LLC dated March 27, 2012, incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed by the Trust on January 14, 2013. | |
3.3 | Limited Liability Company Agreement of Guggenheim Specialized Products, LLC, incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A (File number 333-125581) filed by the Trust on October 25, 2005. | |
4.1 | Depositary Trust Agreement dated as of December 2, 2005 among Guggenheim Specialized Products, LLC, The Bank of New York, all registered owners and beneficial owners of Euro Shares issued thereunder and all depositors, incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K/A filed by the Trust on March 10, 2011. | |
4.2 | Amendment to Depositary Trust Agreement dated as of November 13, 2008 between Guggenheim Specialized Products, LLC and The Bank of New York Mellon, incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by the Trust on September 9, 2010. | |
4.3 | Global Amendment to Depositary Trust Agreement dated as of March 6, 2012 between Guggenheim Specialized Products, LLC and The Bank of New York Mellon, incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by the Trust on March 12, 2012. | |
4.4 | Global Amendment to Certain Depositary Trust Agreement dated as of April 8, 2013 between Guggenheim Specialized Products, LLC and The Bank of New York Mellon, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Trust on April 9, 2013. | |
4.5 | Participant Agreement dated as of March 25, 2010 among Knight Clearing Services, LLC, The Bank of New York, and Guggenheim Specialized Products, LLC (together with Schedule pursuant to Instruction 2 to Item 601 of Regulation S-K), incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-3 (File number 333-186440) filed by the Trust on February 4, 2013. | |
4.6 | Amendment to Participant Agreements dated as of December 9, 2010 between The Bank of New York Mellon, the trusts set forth on Schedule A thereto and Guggenheim Specialized Products, LLC, incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K/A filed by the Trust on March 10, 2011. | |
4.7 | Amendment to Participant Agreements dated as of January 15, 2011 between The Bank of New York Mellon, the trusts set forth on Schedule A thereto and Guggenheim Specialized Products, LLC, incorporated herein by reference to Exhibit 4.5 to the Annual Report on Form 10-K/A filed by the Trust on March 10, 2011. | |
4.8 | Form of Participant Agreement among The Bank of New York, Guggenheim Specialized Products, LLC, and the Authorized Participants listed in the Schedule attached thereto pursuant to Instruction 2 of Item 601 of Regulation S-K. |
18
19
Financial Statements as of October 31, 2015
Index
Page | ||||
F-2 | ||||
Statements of Financial Condition at October 31, 2015 and October 31, 2014 |
F-4 | |||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 |
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the Shareholders of CurrencyShares ® Euro Trust:
We have audited the accompanying statements of financial condition of CurrencyShares ® Euro Trust (the Trust) as of October 31, 2015 and 2014, and the related statements of comprehensive income, changes in shareholders equity and cash flows for each of the three years in the period ended October 31, 2015. These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CurrencyShares ® Euro Trust at October 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CurrencyShares ® Euro Trusts internal control over financial reporting as of October 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 14, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
McLean, VA
January 14, 2016
F-2
Report of Independent Registered Public Accounting Firm
To The Board of Directors and the Shareholders of CurrencyShares ® Euro Trust:
We have audited CurrencyShares ® Euro Trusts (the Trust) internal control over financial reporting as of October 31, 2015, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Trusts management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting appearing under Item 9A Controls and Procedures. Our responsibility is to express an opinion on the Trusts internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, CurrencyShares ® Euro Trust maintained, in all material respects, effective internal control over financial reporting as of October 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of financial condition as of October 31, 2015 and 2014, and the related statements of income and comprehensive income, changes in shareholders equity and cash flows for each of the three years in the period ended October 31, 2015 of CurrencyShares ® Euro Trust and our report dated January 14, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
McLean, VA
January 14, 2016
F-3
Statements of Financial Condition
October 31,
2015 |
October 31,
2014 |
|||||||
Assets |
||||||||
Current Assets: |
||||||||
Euro deposits, interest bearing |
$ | 357,376,987 | $ | 216,126,592 | ||||
Euro deposits, non-interest bearing |
| | ||||||
|
|
|
|
|||||
Total Current Assets |
$ | 357,376,987 | $ | 216,126,592 | ||||
|
|
|
|
|||||
Liabilities, Redeemable Capital Shares and Shareholders Equity |
||||||||
Current Liabilities: |
||||||||
Redemptions payable |
$ | | $ | 12,345,200 | ||||
Accrued Sponsors fee |
100,209 | 78,416 | ||||||
Accrued interest expense |
48,737 | 2,438 | ||||||
|
|
|
|
|||||
Total Current Liabilities |
148,946 | 12,426,054 | ||||||
Commitments and Contingent Liabilities (note 9) |
| | ||||||
Redeemable Capital Shares, at redemption value, no par value, 127,000,000 and 102,000,000 authorized, respectively 3,300,000 and 1,650,000 issued and outstanding, respectively |
357,228,041 | 203,700,538 | ||||||
Shareholders Equity: |
||||||||
Retained Earnings |
| | ||||||
Cumulative Translation Adjustment |
| | ||||||
|
|
|
|
|||||
Total Liabilities, Redeemable Capital Shares and Shareholders Equity |
$ | 357,376,987 | $ | 216,126,592 | ||||
|
|
|
|
See Notes to Financial Statements.
F-4
Statements of Comprehensive Income
Year ended
October 31, 2015 |
Year ended
October 31, 2014 |
Year ended
October 31, 2013 |
||||||||||
Income |
||||||||||||
Interest Income |
$ | | $ | 21,021 | $ | | ||||||
|
|
|
|
|
|
|||||||
Total Income |
| 21,021 | | |||||||||
Expenses |
||||||||||||
Sponsors fee |
(1,069,371 | ) | (859,746 | ) | (939,137 | ) | ||||||
Interest Expense |
(436,101 | ) | (2,522 | ) | | |||||||
|
|
|
|
|
|
|||||||
Total Expenses |
(1,505,472 | ) | (862,268 | ) | (939,137 | ) | ||||||
Net Loss |
$ | (1,505,472 | ) | $ | (841,247 | ) | $ | (939,137 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted Earnings per Share |
$ | (0.62 | ) | $ | (0.52 | ) | $ | (0.52 | ) | |||
Weighted-average Shares Outstanding |
2,419,452 | 1,616,438 | 1,802,740 | |||||||||
Cash Dividends per Share |
$ | | $ | | $ | | ||||||
Other Comprehensive Income/(Loss): |
||||||||||||
Currency translation adjustment |
17,887 | 11,364 | (16,778 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total Comprehensive Loss |
$ | (1,487,585 | ) | $ | (829,883 | ) | $ | (955,915 | ) | |||
|
|
|
|
|
|
See Notes to Financial Statements.
F-5
Statements of Changes in Shareholders Equity
Year ended
October 31, 2015 |
Year ended
October 31, 2014 |
Year ended
October 31, 2013 |
||||||||||
Retained Earnings, Beginning of Year |
$ | | $ | | $ | | ||||||
Net Loss |
(1,505,472 | ) | (841,247 | ) | (939,137 | ) | ||||||
Adjustment of redeemable capital shares to redemption value |
1,505,472 | 841,247 | 939,137 | |||||||||
|
|
|
|
|
|
|||||||
Retained Earnings, End of Year |
$ | | $ | | $ | | ||||||
|
|
|
|
|
|
|||||||
Cumulative Translation Adjustment, Beginning of Year |
$ | | $ | | $ | | ||||||
Currency translation adjustment |
17,887 | 11,364 | (16,778 | ) | ||||||||
Adjustment of redeemable capital shares to redemption value |
(17,887 | ) | (11,364 | ) | 16,778 | |||||||
|
|
|
|
|
|
|||||||
Cumulative Translation Adjustment, End of Year |
$ | | $ | | $ | | ||||||
|
|
|
|
|
|
See Notes to Financial Statements.
F-6
Statements of Cash Flows
Year ended
October 31, 2015 |
Year ended
October 31, 2014 |
Year ended
October 31, 2013 |
||||||||||
Cash flows from operating activities |
||||||||||||
Cash received for accrued income |
$ | | $ | 20,758 | $ | | ||||||
Cash paid for expenses |
(1,441,202 | ) | (848,295 | ) | (974,759 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
(1,441,202 | ) | (827,537 | ) | (974,759 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Cash received to purchase redeemable shares |
1,273,611,058 | 792,208,558 | 881,695,938 | |||||||||
Cash paid to redeem redeemable shares |
(1,100,566,383 | ) | (752,253,746 | ) | (960,031,281 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash provided by/(used in) financing activities |
173,044,675 | 39,954,812 | (78,335,343 | ) | ||||||||
Adjustment to period cash flows due to currency movement |
(30,353,078 | ) | (18,075,087 | ) | 10,453,151 | |||||||
|
|
|
|
|
|
|||||||
Increase/(Decrease) in cash |
141,250,395 | 21,052,188 | (68,856,951 | ) | ||||||||
Cash at beginning of year |
216,126,592 | 195,074,404 | 263,931,355 | |||||||||
|
|
|
|
|
|
|||||||
Cash at end of year |
$ | 357,376,987 | $ | 216,126,592 | $ | 195,074,404 | ||||||
|
|
|
|
|
|
|||||||
Reconciliation of net loss to net cash used in operating activities |
||||||||||||
Net Loss |
$ | (1,505,472 | ) | $ | (841,247 | ) | $ | (939,137 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Currency translation adjustment |
(3,822 | ) | 6,191 | (4,715 | ) | |||||||
Accrued sponsor fee |
100,209 | 78,416 | 73,335 | |||||||||
Accrued interest expense |
48,737 | 2,438 | | |||||||||
Prior period accrued sponsor fee |
(78,416 | ) | (73,335 | ) | (104,242 | ) | ||||||
Prior period accrued interest expense |
(2,438 | ) | | | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
$ | (1,441,202 | ) | $ | (827,537 | ) | $ | (974,759 | ) | |||
|
|
|
|
|
|
See Notes to Financial Statements.
F-7
Notes to Financial Statements
1. | Organization and Description of the Trust |
The CurrencyShares ® Euro Trust (the Trust) was formed under the laws of the State of New York on December 5, 2005 when Guggenheim Specialized Products, LLC d/b/a Guggenheim Investments (the Sponsor) deposited 100 euro in the Trusts primary deposit account held by JPMorgan Chase Bank, N.A., London Branch (the Depository). The Sponsor is a Delaware limited liability company whose sole member is Security Investors, LLC (also d/b/a Guggenheim Investments). The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the Trustee) and the Trusts principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.
The investment objective of the Trust is for the Trusts shares (the Shares) to reflect the price in USD of the euro plus accrued interest, if any, less the Trusts expenses and liabilities. The Shares are intended to provide investors with a simple, cost-effective means of gaining investment benefits similar to those of holding euro. The Trusts assets primarily consist of euro on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which may earn interest and a secondary deposit account which does not earn interest. The secondary deposit account is used to account for any interest that may be received and paid out on creations and redemptions of blocks of 50,000 Shares (Baskets). The secondary account is also used to account for interest earned, if any, on the primary deposit account, pay Trust expenses and distribute any excess interest to holders of Shares (Shareholders) on a monthly basis.
The accompanying audited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
2. | Significant Accounting Policies |
A. | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets, liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period and the evaluation of subsequent events through the issuance date of the financial statements. Actual results could differ from those estimates.
B. | Foreign Currency Translation |
The Trustee calculates the Trusts net asset value (NAV) each business day, as described in Note 4. For NAV calculation purposes, euro deposits (cash) are translated at the Closing Spot Rate, which is the USD/euro exchange rate as determined and published by The WM Company, at 4:00 PM (London time/London fixing) on each day that NYSE Arca is open for regular trading.
The functional currency of the Trust is the euro in accordance with generally accepted accounting standards. For financial statement reporting purposes, the U.S. Dollar is the reporting currency. As a result, the financial records of the Trust are translated from euro to USD. The Closing Spot Rate on the last day of the period is used for translation in the statements of financial condition. The average Closing Spot Rate for the period is used for translation in the statements of comprehensive income and the statements of cash flows. Any currency translation adjustment is included in comprehensive income.
F-8
C. | Federal Income Taxes |
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Interest, gains and losses are passed through to the Shareholders.
Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro-rata share of the assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro-rata portion of the Trusts income, if any, and as if they directly incurred their respective pro-rata portion of the Trusts expenses. The acquisition of Shares by a U.S. Shareholder as part of a creation of a Basket will not be a taxable event to the Shareholder.
The Sponsors fee accrues daily and is payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable portion of the USD-equivalent of the amount of the Sponsors fee that is accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the Sponsors fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.
The Trust does not expect to generate taxable income except for interest income (if any) and gain (if any) upon the sale of euro. A non-U.S. Shareholder generally will not be subject to U.S. federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of euro by the Trust, unless: (1) the non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
A non-U.S. Shareholders portion of any interest income earned by the Trust generally will not be subject to U.S. federal income tax unless the Shares owned by such non-U.S. Shareholder are effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
D. | Revenue Recognition |
Interest on the primary deposit account, if any, accrues daily as earned and is received on a monthly basis. Any interest rate below zero for the period is reflected as interest expense.
E. | Dividends |
To the extent that the interest earned by the Trust, if any, exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend (herein referred to as dividends or distributions), the excess interest earned in euro effective on the first business day of the subsequent month. The Trustee will direct that the excess euro be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro rata-basis (in accordance with the number of Shares that they own).
3. | Euro Deposits |
Euro principal deposits are held in a euro-denominated, interest-bearing demand account. The interest rate in effect as of October 31, 2015 was an annual nominal rate of -0.20%. For the year ended October 31, 2015, there were euro principal deposits of 1,120,840,498, euro principal redemptions of 958,699,359 and euro withdrawals (to pay expenses) of 1,268,329, resulting in an ending euro principal balance of 323,520,521. This equates to 357,376,987 USD. For the year ended October 31, 2014, there were euro principal deposits of 582,440,607, euro principal redemptions of 567,615,398 and euro withdrawals (to pay expenses) of 613,581, resulting in an ending euro principal balance of 162,647,711. This equates to 203,781,392 USD (which includes USD redemptions payable). For the year ended October 31, 2013, there were euro principal deposits of 674,107,707, euro principal redemptions of 728,613,993 and euro withdrawals (to pay expenses) of 739,792, resulting in an ending euro principal balance of 148,436,083. This equates to 201,798,731 USD (which includes USD subscription receivable).
F-9
Net interest, if any, associated with creation and redemption activity is held in a euro-denominated non-interest-bearing account, and any balance is distributed in full as part of the monthly income distributions, if any.
4. | Redeemable Capital Shares |
Shares are classified as redeemable for financial statement purposes, since they are subject to redemption. Shares are issued and redeemed continuously in Baskets in exchange for euro. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. Only Authorized Participants (as defined below) may place orders to create and redeem Baskets. An Authorized Participant is a Depository Trust Company (DTC) participant that is a registered broker-dealer or other institution eligible to settle securities transactions through the book-entry facilities of the DTC and which has entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption process. Authorized Participants may redeem their Shares at any time in Baskets.
Due to expected continuing creations and redemptions of Baskets and the three-day period for settlement of each creation or redemption, the Trust reflects Shares created as a receivable on the trade date. Shares redeemed are reflected as a liability on the trade date. Outstanding Shares are reflected at a redemption value, which is the NAV per Share at the period end date. Adjustments to redeemable capital Shares at redemption value are recorded against retained earnings or, in the absence of retained earnings, by charges against the cumulative translation adjustment.
Activity in redeemable capital Shares is as follows:
Year ended | Year ended | Year ended | ||||||||||||||||||||||
October 31, 2015 | October 31, 2014 | October 31, 2013 | ||||||||||||||||||||||
Shares |
U.S. Dollar
Amount |
Shares |
U.S. Dollar
Amount |
Shares |
U.S. Dollar
Amount |
|||||||||||||||||||
Opening balance |
1,650,000 | $ | 203,700,538 | 1,500,000 | $ | 201,725,396 | 2,050,000 | $ | 263,827,113 | |||||||||||||||
Shares issued |
11,400,000 | 1,273,611,058 | 5,900,000 | 785,537,645 | 6,800,000 | 888,213,089 | ||||||||||||||||||
Shares redeemed |
(9,750,000 | ) | (1,089,370,082 | ) | (5,750,000 | ) | (765,542,887 | ) | (7,350,000 | ) | (960,031,281 | ) | ||||||||||||
Adjustment to period Shares due to currency movement and other |
| (30,713,473 | ) | | (18,019,616 | ) | | 9,716,475 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
3,300,000 | $ | 357,228,041 | 1,650,000 | $ | 203,700,538 | 1,500,000 | $ | 201,725,396 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The Trustee calculates the Trusts NAV each business day. To calculate the NAV, the Trustee subtracts the Sponsors accrued fee through the previous day from the euro held by the Trust (including all unpaid interest, if any, accrued through the preceding day) and calculates the value of the euro in USD based upon the Closing Spot Rate. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate will be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation. If the Trustee and the Sponsor determine that the most recent Closing Spot Rate is not an appropriate basis for valuation of the Trusts euro, they will determine an alternative basis for the valuation. The Trustee also determines the NAV per Share, which equals the NAV of the Trust, divided by the number of outstanding Shares. Shares deliverable under a purchase order are considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.
F-10
5. | Selected Quarterly Information (Unaudited) |
Fiscal Period Ended October 31, 2015:
Three months
ended October 31, 2015 |
Three months
ended July 31, 2015 |
Three months
ended April 30, 2015 |
Three months
ended January 31, 2015 |
|||||||||||||
Income |
||||||||||||||||
Interest Income |
$ | | $ | | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Income |
| | | | ||||||||||||
Expenses |
||||||||||||||||
Sponsors fee |
(275,425 | ) | (372,505 | ) | (227,325 | ) | (194,116 | ) | ||||||||
Interest expense |
(137,315 | ) | (189,707 | ) | (92,070 | ) | (17,009 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Expenses |
(412,740 | ) | (562,212 | ) | (319,395 | ) | (211,125 | ) | ||||||||
Net Loss |
$ | (412,740 | ) | $ | (562,212 | ) | $ | (319,395 | ) | $ | (211,125 | ) | ||||
Basic and Diluted Earnings per Share |
$ | (0.17 | ) | $ | (0.17 | ) | $ | (0.15 | ) | $ | (0.13 | ) | ||||
Weighted-average Shares Outstanding |
2,497,826 | 3,376,630 | 2,183,708 | 1,611,957 | ||||||||||||
Cash Dividends per Share |
$ | | $ | | $ | | $ | | ||||||||
Other Comprehensive Income/(Loss): |
||||||||||||||||
Currency translation adjustment |
5,512 | 4,067 | (6,441 | ) | 14,749 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Comprehensive Loss |
$ | (407,228 | ) | $ | (558,145 | ) | $ | (325,836 | ) | $ | (196,376 | ) | ||||
|
|
|
|
|
|
|
|
Fiscal Period Ended October 31, 2014:
Three months
ended October 31, 2014 |
Three months
ended July 31, 2014 |
Three months
ended April 30, 2014 |
Three months
ended January 31, 2014 |
|||||||||||||
Income |
||||||||||||||||
Interest Income |
$ | | $ | 10,020 | $ | 5,817 | $ | 5,184 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Income |
| 10,020 | 5,817 | 5,184 | ||||||||||||
Expenses |
||||||||||||||||
Sponsors fee |
(208,696 | ) | (217,812 | ) | (199,786 | ) | (233,452 | ) | ||||||||
Interest expense |
(2,522 | ) | | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Expenses |
(211,218 | ) | (217,812 | ) | (199,786 | ) | (233,452 | ) | ||||||||
Net Loss |
$ | (211,218 | ) | $ | (207,792 | ) | $ | (193,969 | ) | $ | (228,268 | ) | ||||
Basic and Diluted Earnings per Share |
$ | (0.13 | ) | $ | (0.13 | ) | $ | (0.13 | ) | $ | (0.13 | ) | ||||
Weighted-average Shares Outstanding |
1,623,913 | 1,613,043 | 1,502,247 | 1,722,826 | ||||||||||||
Cash Dividends per Share |
$ | | $ | | $ | | $ | | ||||||||
Other Comprehensive Income/(Loss): |
||||||||||||||||
Currency translation adjustment |
7,025 | 3,691 | (1,374 | ) | 2,022 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Comprehensive Loss |
$ | (204,193 | ) | $ | (204,101 | ) | $ | (195,343 | ) | $ | (226,246 | ) | ||||
|
|
|
|
|
|
|
|
F-11
6. | Sponsors Fee |
The Sponsors fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and is paid monthly.
The Sponsor assumes and pays the following administrative and marketing expenses incurred by the Trust: the Trustees monthly fee, NYSE Arca listing fees, SEC registration fees, typical maintenance and transaction fees of the Depository, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees.
In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsors fee. These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in the preceding paragraph), expenses resulting from a negative interest rate, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, audit fees and legal expenses in excess of $100,000 per year.
7. | Related Parties |
The Sponsor is a related party of the Trust. The Sponsor oversees the performance of the Trustee and the Trusts principal service providers, including the preparation of financial statements, but does not exercise day-to-day oversight over the Trustee or the Trusts service providers.
8. | Concentration Risk |
All of the Trusts assets are euro, which creates a concentration risk associated with fluctuations in the price of euro. Accordingly, a decline in the euro to USD exchange rate will have an adverse effect on the value of the Shares. Factors that may have the effect of causing a decline in the price of euro include national debt levels and trade deficits, domestic and foreign inflation rates, domestic and foreign interest rates, investment and trading activities of institutions and global or regional political, economic or financial events and situations. The price of euro has fluctuated widely over the past several years, and volatility has increased in recent months, due, in part, to concern over the sovereign debt levels of certain European Union members and the potential impact of this debt on the composition of the European Union members and the value of the euro. Substantial sales of euro by the official sector (central banks, other governmental agencies and related institutions that buy, sell and hold euro as part of their reserve assets) could adversely affect an investment in the Shares. All of the Trusts euro are held by the Depository. Accordingly, a risk associated with the concentration of the Trusts assets in accounts held by a single financial institution exists and increases the potential for loss by the Trust and the Trusts beneficiaries in the event that the Depository becomes insolvent.
9. | Commitments and Contingencies |
Under the Trusts organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. The Trusts maximum exposure under this arrangement is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.
F-12
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CURRENCYSHARES ® EURO TRUST | ||||
By: | Guggenheim Specialized Products, LLC | |||
Sponsor of the CurrencyShares ® Euro Trust | ||||
By: |
/s/ N IKOLAOS B ONOS |
|||
Nikolaos Bonos | ||||
Chief Executive Officer | ||||
Date: | January 14, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated.
Signature |
Capacity |
Date |
||
/s/ N IKOLAOS B ONOS |
Director and Chief Executive Officer | January 14, 2016 | ||
Nikolaos Bonos | (principal executive officer) | |||
/s/ J OSEPH A RRUDA Joseph Arruda |
Director and Chief Financial Officer (principal financial officer and principal accounting officer) |
January 14, 2016 | ||
/s/ M ICHAEL B YRUM |
Director | January 14, 2016 | ||
Michael Byrum |
* | The registrant is a trust and the persons are signing in their capacities as officers or directors of Guggenheim Specialized Products, LLC, the Sponsor of the registrant. |
Exhibit 4.8
CURRENCYSHARES® EURO TRUST
PARTICIPANT AGREEMENT
This Participant Agreement (this Agreement ), dated as of , 2015, is entered into by and between (with respect to this Agreement, the Authorized Participant , and with respect to the Trust Agreement referred to below, an Authorized Participant ), The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee (the Trustee ) of the CurrencyShares® Euro Trust (the Trust ), and Guggenheim Specialized Products, LLC, d/b/a Guggenheim Investments, as sponsor (the Sponsor ) of the Trust.
SUMMARY
The Trustee serves as the trustee of the Trust pursuant to the Depositary Trust Agreement dated as of December 5, 2005, among the Sponsor, the Trustee, the registered owners and beneficial owners from time to time of Shares issued thereunder and all depositors (the Trust Agreement ). As provided in the Trust Agreement and described in the Prospectus (defined below), units of fractional undivided beneficial interests in and ownership of the Trust (the Shares ) may be created or redeemed by the Trustee for an Authorized Participant in aggregations of fifty thousand (50,000) Shares (each aggregation, a Basket ). Baskets are offered only pursuant to the registration statement of the Trust on Form S-1, as amended (Registration No: 333-200305), as declared effective by the Securities and Exchange Commission ( SEC ) and as the same may be amended from time to time thereafter (collectively, the Registration Statement ) together with the prospectus of the Trust in the form first filed with the SEC pursuant to Rule 424 (the Prospectus ) adopted under the Securities Act of 1933, as amended (the 1933 Act ). Under the Trust Agreement, the Trustee is authorized to issue Baskets to, and redeem Baskets from, Authorized Participants under the Trust Agreement, only through the facilities of The Depository Trust Company ( DTC ) or a successor depository, and only in exchange for an amount of Euro that is transferred between such Authorized Participant and the Trust. Under the Trust Agreement, the Trustee issues Baskets in exchange for Euro which are transferred by an Authorized Participant to the London Branch of JPMorgan Chase Bank, N.A. (the Depository ), and when the Trustee redeems Baskets tendered for redemption by an Authorized Participant in exchange for Euro, the Euro held in the Trust Account are transferred to the Authorized Participant by the Depository. The foregoing Euro transfers are also governed by the Deposit Account Agreement the Trust has entered into with the Depository (the Deposit Account Agreement ). This Agreement sets forth the specific procedures by which an Authorized Participant may create or redeem Baskets.
Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a distribution, as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner that would render it a statutory underwriter and subject it to the prospectus-delivery and liability provisions of the 1933 Act. The Authorized Participant should review the Plan of Distribution portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and placing an Order (defined below).
Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement. To the extent there is a conflict between any provision of this Agreement and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control.
To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:
Section 1. Order Placement. To place orders for the Trustee to create or redeem one or more Baskets, Authorized Participants must follow the procedures for creation and redemption referred to in Section 3 of this Agreement and the procedures described in Attachment A hereto (the Procedures ), as each may be amended, modified or supplemented from time to time.
Section 2. Status, Representations and Warranties of the Parties.
(a) The Authorized Participant represents and warrants and covenants the following on the date hereof and at each time of purchase by the Authorized Participant of a Basket from the Trust (each such time, the Time of Purchase), that:
(i) The Authorized Participant is a participant of DTC (as such a participant, a DTC Participant ). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give immediate notice to the Trustee of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.
(ii) Unless Section 2(a)(iii) applies, the Authorized Participant either (A) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended ( 1934 Act ), and is a member in good standing of Financial Industry Regulatory Authority, Inc. ( FINRA ), or (B) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of FINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. In connection with the purchase or redemption of Baskets and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with FINRAs rules (if it is a FINRA member), including the NASD Conduct Rules, and will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold.
(iii) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(a)(ii) above, the Authorized Participant will, in connection with such offers and sales, (A) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (B) comply with the prospectus delivery and other requirements of the 1933 Act, and the regulations promulgated thereunder, and (C) conduct its business in accordance with FINRAs rules, including the NASD Conduct Rules.
(iv) The Authorized Participant is in compliance with the money laundering and related provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and the regulations promulgated thereunder ( USA PATRIOT Act ), if the Authorized Participant is subject to the requirements of the USA PATRIOT Act.
(v) The Authorized Participant has the capability to send and receive communications via authenticated telecommunication facility to and from the Trustee. The Authorized Participant shall confirm such capability to the satisfaction of the Trustee by the end of the Business Day before placing its first order with the Trustee (whether such order is to create or to redeem Baskets).
(b) The Sponsor represents and warrants that:
(i) on the effective date of the Registration Statement and at each Time of Purchase, the Trusts Registration Statement shall be effective and no stop order of the SEC with respect thereto shall have been issued and no proceedings for such purpose shall have been instituted or, to the Sponsors knowledge, will then be contemplated by the SEC; the Registration Statement complies in all material respects with the requirements of the 1933 Act, and the Prospectus complied as of its date, and complies at the Time of Purchase, in all material respects with the requirements of the 1933 Act; and the conditions to the use of Form S-1 have been satisfied; the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Prospectus will not, as of its date and at the Time of Purchase, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, as of 4:00 p.m. on the date of this Agreement (the Time of Sale ), the documents comprising the Disclosure Package (as defined below) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement, the Prospectus or the Disclosure Package in reliance upon and in conformity with information concerning the Authorized Participant and furnished in writing by or on behalf of the Authorized Participant to the Sponsor expressly for use therein. The Disclosure Package is the Prospectus and any amendments and supplements thereto at the Time of Sale and any free writing prospectus as defined in Rule 405 of the 1933 Act (a FWP ) prepared by, for or on behalf of the Sponsor before the Time of Sale and intended for general distribution;
(ii) the Shares, when issued and delivered against payment of consideration therefor, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights;
(iii) the Sponsor has been duly organized and, on the effective date of the Registration Statement and at each Time of Purchase, will be
validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to act as the sponsor of the Trust as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement; and
(iv) at the time the Sponsor makes an offer of Shares following the filing of the Registration Statement, neither the Trust nor the Sponsor will be an ineligible issuer as defined in Rule 405 of the 1933 Act.
Section 3. Orders.
(a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Trust Agreement, the Deposit Account Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Participant will comply with such procedures of which it has received notice in accordance with Section 18(c).
(b) The Authorized Participant acknowledges and agrees that each order to create a Basket (a Purchase Order ) and each order to redeem a Basket (a Redemption Order , and each Purchase Order and Redemption Order, an Order ) may not be revoked by the Authorized Participant upon its delivery to the Trustee. A form of Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit C.
(c) The delivery of the Shares against deposits of Euro may be suspended generally, or refused with respect to particular requested deliveries, during any period when the transfer books of the Trustee are closed or if any such action is deemed necessary or advisable by the Trustee or the Sponsor for any reason at any time or from time to time. Except as otherwise provided in the Trust Agreement, the surrender of Shares for purposes of withdrawing Euro may not be suspended.
Section 4. Euro Transfers. Any Euro to be transferred in connection with any Order shall be transferred between the Authorized Participants account and the Trusts deposit accounts established for such transfers pursuant to the Deposit Account Agreement (the Deposit Accounts ) in accordance with the Procedures. The Authorized Participant shall be responsible for all costs and expenses relating to or connected with any transfer of Euro between its account and the Deposit Accounts, including any late fees and other charges, if any, for which the Trustee becomes responsible in the event that Euro are not transferred from the Authorized Participants account in accordance with the Procedures.
Section 5. Fees.
(a) In connection with each Order by an Authorized Participant to create or redeem one or more Baskets, the Trustee shall charge, and the Authorized Participant shall pay to the Trustee, the transaction fee prescribed in the Trust Agreement applicable to such creation or redemption. The initial transaction fee shall be five hundred dollars ($500). The transaction fee may be waived or otherwise adjusted from time to time as set forth in the Prospectus.
(b) In addition to the fee described in Section 5(a), in connection with each Order by an Authorized Participant to create or redeem two or more Baskets, the Sponsor shall charge, and the Authorized Participant shall pay to the Sponsor, an additional transaction fee applicable to such creation or redemption. The additional transaction fee shall range from five hundred dollars ($500) to two thousand dollars ($2,000), based on the number of Baskets created or redeemed per Order. The additional transaction fee may be waived or otherwise adjusted from time to time as set forth in the Prospectus or the Procedures.
(c) Remittance of payment for the transaction fees set forth in Sections 5(a) and 5(b) shall be made in accordance with the Procedures.
Section 6. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, the Authorized Participant shall deliver to the Trustee notarized and duly certified as appropriate by its secretary or other duly authorized official, a certificate in the form of Exhibit A setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of the Authorized Participant (each, an Authorized Person ). The Trustee may accept and rely upon such certificate as conclusive evidence of the facts set forth therein and shall consider such certificate to be in full force and effect until the Trustee receives a superseding certificate bearing a subsequent date. Upon the termination or revocation of authority of any Authorized Person by the Authorized Participant, the Authorized Participant shall give immediate written notice of such fact to the Trustee and such notice shall be effective upon receipt by the Trustee. The Trustee shall issue to each Authorized Person a unique personal identification number (the PIN ) by which such Authorized Person shall be identified and by which instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN shall be kept confidential by the Authorized Participant and shall only be provided to the Authorized Person. If, after issuance, the Authorized Persons PIN is changed, the new PIN shall become effective on a date mutually agreed upon by the Authorized Participant and the Trustee.
Section 7. Redemption. The Authorized Participant represents and warrants that it will not obtain an Order Number (as described in the Procedures) from the Trustee for the purpose of redeeming a Basket unless it first ascertains that (i) it or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the Baskets to be redeemed and to receive the entire proceeds of the redemption, and (ii) such Baskets have not been loaned or pledged to another party, borrowed or temporarily obtained from another party and are not the subject of any repurchase agreement, reverse repurchase agreement or securities lending agreement, or any other arrangement which would preclude the delivery of such Baskets to the Trustee on the third Business Day following the date of the Redemption Order.
Section 8. Role of Authorized Participant.
(a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Trust, the Sponsor, the Trustee or the Depository, in any matter or in any respect.
(b) The Authorized Participant will make itself and its employees available, upon request, during normal business hours to consult with the Trustee, the Depository or their designees concerning the performance of the Authorized Participants responsibilities under this Agreement.
(c) The Authorized Participant will maintain records of all sales of Shares made by or through it as required by law and will furnish copies of such records to the Sponsor upon the reasonable request of the Sponsor, subject to any privacy or confidentiality obligations it may have to its customers arising under federal or state securities laws or the applicable rules of any self regulatory organization. The Sponsor will not use any information provided by the Authorized Participant pursuant to this paragraph or disclose such information to others except in connection with the performance of its duties and responsibilities hereunder, including making servicing and informational mailings related to the Trust, or except as may be required by applicable law.
Section 9. Indemnification.
(a) The Authorized Participant hereby indemnifies and holds harmless the Trustee, the Depository, the Trust, the Sponsor, their respective direct or indirect affiliates (as defined below) and their respective directors, officers, employees and agents (each, an AP Indemnified Party ) from and against any losses, liabilities, damages, costs and expenses (including attorneys fees and the reasonable cost of investigation) incurred by such AP Indemnified Party as a result of or in connection with: (i) any breach by the Authorized Participant of any provision of this Agreement, including any of its representations, warranties or covenants; (ii) any failure on the part of the Authorized Participant to perform any of its other obligations set forth in this Agreement; (iii) any failure by the Authorized Participant to comply with applicable laws and the rules and regulations of any governmental entity or any self-regulatory organization; (iv) any actions of such AP Indemnified Party in reliance upon any instructions issued in accordance with the Procedures reasonably believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant; or (v) (A) any representation by the Authorized Participant, its employees or its agents or other representatives about the Shares, any AP Indemnified Party or the Trust that is not consistent with the Trusts Prospectus as then-supplemented made in connection with the offer or the solicitation of an offer to buy or sell Shares and (B) any untrue statement or alleged untrue statement of a material fact (1) contained in any research report, marketing material or sales literature described in Section 13(b) or in any FWP prepared by the Authorized Participant or (2) furnished by the Authorized Participant for use in a FWP prepared by, for or on behalf of the Sponsor, or any alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading to the extent that such statement or omission relates to the Shares, any AP Indemnified Party or the Trust, unless, in either case,
such representation, statement or omission was made or included by the Authorized Participant at the written direction of the Sponsor or is based upon any omission or alleged omission by the Sponsor to state a material fact in connection with such representation, statement or omission necessary in order to make such representation, statement or omission not misleading.
(b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, a Sponsor Indemnified Party ) from and against any losses, liabilities, damages, costs and expenses (including attorneys fees and the reasonable cost of investigation) incurred by such Sponsor Indemnified Party as a result of (i) any breach by the Sponsor of any provision of this Agreement that relates to the Sponsor, including its representations, warranties and covenants; (ii) any failure on the part of the Sponsor to perform any other obligation of the Sponsor set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or in the Prospectus, or in any amendment thereof or supplement thereto, or in any FWP prepared by, for or on behalf of the Sponsor, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except those statements based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement, amendment thereof, Prospectus, amendment thereof or supplement thereto, or FWP.
(c) (i) This Section 9 shall not apply to any AP Indemnified Party or any Sponsor Indemnified Party (each, an Indemnified Party ) to the extent any such losses, liabilities, damages, costs and expenses are incurred as a result of, or in connection with, any action or failure to act that constitutes gross negligence, bad faith or willful misconduct on the part of the such Indemnified Party. (ii) The term affiliate in this Section 9 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.
(d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under Sections 9(a) or 9(b) or insufficient to hold an indemnified party harmless in respect of any losses, liabilities, damages, costs and expenses referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, liabilities, damages, costs and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Sponsor and the Trust, on the one hand, and by the Authorized Participant, on the other hand, from the services provided hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and the Trust, on the one hand, and of the Authorized Participant, on the other hand, in connection with, to the extent applicable, the statements or omissions which resulted in such losses, liabilities, damages, costs and expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Sponsor and the Trust, on the one hand, and the Authorized Participant, on the other hand, shall be deemed to be in the same respective proportions as the amount of Euro transferred to the Trust under this Agreement on the one hand (expressed in dollars) bears to the amount of economic benefit received by the Authorized Participant in connection with this Agreement on the other hand. To the extent applicable, the relative fault of the Sponsor on the one hand and of the Authorized Participant on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Sponsor or by the Authorized Participant and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, liabilities, damages, costs and expenses referred to in this Section 9(d) shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any action, suit or proceeding (each a Proceeding ) related to such losses, liabilities, damages, costs and expenses.
(e) The Sponsor and the Authorized Participant agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) above. The Authorized Participant shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares created by the Authorized Participant and distributed to the public were offered to the public exceeds the amount of any damage which the Authorized Participant has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(f) The indemnity and contribution agreements contained in this Section 9 shall remain in full force and effect regardless of any investigation made by or on behalf of the Authorized Participant, its partners, stockholders, members, directors, officers, employees and or any person (including each partner, stockholder, member, director, officer or employee of such person) who controls the Authorized Participant within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of the Sponsor, its partners, stockholders, members, directors, officers, employees or any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall survive any termination of this Agreement. The Sponsor and the Authorized Participant agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Sponsor, against any of the Sponsors officers or directors, in connection with the issuance and sale of the Shares or in connection with the Registration Statement or the Prospectus.
Section 10. Liability.
(a) Limitation of Liability. None of the Sponsor, the Trustee, the Authorized Participant, and the Depository shall be liable to each other or to any other person, including any party claiming by,
through or on behalf of the Authorized Participant, for any losses, liabilities, damages, costs or expenses arising out of any mistake or error in data or other information provided to any of them by each other or any other person, which results from any interruption or delay in the electronic means of communications used by them.
(b) Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.
(c) In no event shall an undersigned party be liable for any special, indirect, incidental, punitive, exemplary or consequential damages of any kind whatsoever in connection with this Agreement, even if previously informed of or advised of the likelihood of such damages and regardless of the form of action or theory under which such damages are sought.
Section 11. Acknowledgment. The Authorized Participant acknowledges receipt of (i) a copy of the Trust Agreement and (ii) the current Prospectus of the Trust, and represents that it has reviewed and understands such documents.
Section 12. Effectiveness and Termination. Upon the execution of this Agreement by the parties hereto, this Agreement shall become effective in this form as of the Time of Sale, and may be terminated at any time by any party upon thirty (30) days prior written notice to the other parties unless earlier terminated: (i) in accordance with Section 2(a)(i); (ii) upon notice to the Authorized Participant by the Trustee in the event of a breach by the Authorized Participant of this Agreement or the procedures described or incorporated herein; (iii) immediately in the circumstances described in Section 18(j); or (iv) at such time as the Trust is terminated pursuant to the Trust Agreement.
Section 13. Marketing Materials; Representations Regarding Shares; Identification in Registration Statement.
(a) The Authorized Participant represents, warrants and covenants that (i), without the written consent of the Sponsor, the Authorized Participant will not (A) make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations contained (1) in the Prospectus of the Trust, as then amended and supplemented, (2) in printed information approved by the Sponsor as information supplemental to such Prospectus or (3) in any promotional materials or sales literature furnished to the Authorized Participant by the Sponsor, or (B) issue any FWP pursuant to Rules 164 and 433 of the 1933 Act and (ii) the Authorized Participant will not furnish or cause to be furnished to any person or display or publish any information or material relating to the Shares, any AP Indemnified Person or the Trust that are not consistent with the Prospectus, as then amended and supplemented. Copies of the Prospectus of the Trust, as then amended and supplemented, and any such printed supplemental information will be supplied by the Sponsor to the Authorized Participant in reasonable quantities upon request.
(b) Notwithstanding the foregoing, the Authorized Participant may without the written approval of the Sponsor prepare and circulate in the regular course of its business research reports, marketing material and sales literature, but in no event FWPs, that include information, opinions or recommendations relating to the Shares (i) for public dissemination, provided that such research reports, marketing material or sales literature is prepared in accordance with applicable rules and regulations of the 1933 Act, any applicable state securities laws and FINRA rules; or (ii) for internal use by the Authorized Participant. The Authorized Participant will file all such research reports, marketing material and sales literature related to the Shares with FINRA to the extent required by FINRAs rules, including the NASD Conduct Rules.
(c) The Authorized Participant and its affiliates may prepare and circulate in the regular course of their businesses, without having to refer to the Shares or the Prospectus, as then amended and supplemented, data and information relating to the price of Euro.
(d) The Authorized Participant hereby agrees that for the term of this Agreement the Sponsor may deliver the Prospectus, and any supplements or amendments thereto or recirculation thereof, to the Authorized Participant in Portable Document Format ( PDF ) via electronic mail in lieu of delivering the Prospectus in paper form. The Authorized Participant may revoke the foregoing agreement at any time by delivering written notice to the Sponsor and, whether or not such agreement is in effect, the Authorized Participant may, at any time, request reasonable quantities of the Prospectus, and any supplements or amendments thereto or recirculation thereof, in paper form from the Sponsor. The Authorized Participant acknowledges that it has the capability to access, view, save and print material provided to it in PDF and that it will incur no appreciable extra costs by receiving the Prospectus in PDF instead of in paper form. The Sponsor will, when requested by the Authorized Participant, make available at no cost the software and technical assistance necessary to allow the Authorized Participant to access, view and print the PDF version of the Prospectus.
(e) For as long as this Agreement is effective, the Authorized Participant agrees to be identified as an authorized participant of the Trust (i) in the section of the Prospectus included within the Registration Statement entitled Creation and Redemption of Shares (including identifying the Authorized Participant in such section by a supplement to the Prospectus) and in any other section as may be required by the SEC and (ii) on the Trusts website. Upon the termination of this Agreement, (i) during the period prior to when the Sponsor qualifies and elects to file on Form S-3, the Sponsor will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trusts website to remove any identification of the Authorized Participant as an authorized participant of the Trust.
Section 14. Title To Euro. The Authorized Participant represents and warrants that upon delivery of the Basket Euro Amount (as defined in the Trust Agreement) to the Trustee in accordance with the terms of the Trust Agreement and this Agreement, the Trust will acquire good and unencumbered title to the Euro which are the subject of such Basket Euro Amount, free and clear of all pledges, security interests, liens, charges, taxes, assessments, encumbrances, equities, claims, options or limitations of any kind or nature, fixed or contingent, and not subject to any adverse claims, including any restriction upon the sale or transfer of all or any part of such Euro which is imposed by any agreement or arrangement entered into by the Authorized Participant or any party for which it is acting in connection with a Purchase Order.
Section 15. Third Party Beneficiaries. Each AP Indemnified Party, to the extent it is not a party to this Agreement, is a third-party beneficiary of this Agreement (each, a Third Party Beneficiary ) and may proceed directly against the Authorized Participant (including by bringing proceedings against the Authorized Participant in its own name) to enforce any obligation of the Authorized Participant under this Agreement which directly or indirectly benefits such Third Party Beneficiary.
Section 16. Force Majeure. No party to this Agreement shall incur any liability for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any act of God or war or terrorism, acts and regulations and rules of any governmental or supra national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization for any reason, to perform its obligations, or any cause beyond its reasonable control, including, without limitation, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire, communication or computer facilities, any transport, port or airport disruption, or any industrial action.
Section 17. Ambiguous Instructions. If a Purchase Order Form or a Redemption Order Form otherwise in good form contains order terms that differ from the information provided in the telephone call at the time of issuance of the applicable order number, the Trustee will attempt to contact one of the Authorized Persons of the Authorized Participant to request confirmation of the terms of the Order. If an Authorized Person confirms the terms as they appear in the Order, then the Order will be accepted and processed. If an
Authorized Person contradicts the Order terms, the Order will be deemed invalid, and a corrected Order must be received by the Trustee. If the Trustee is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are not complete or are illegible, the Order will be deemed invalid and the Trustee will attempt to contact one of the Authorized Persons of the Authorized Participant to request retransmission of the Order.
Section 18. Miscellaneous.
(a) Amendment and Modification. This Agreement, the Procedures attached as Attachment A and the Exhibits hereto may be amended, modified or supplemented by the Trustee and the Sponsor, without consent of any Authorized Participant from time to time by the following procedure. After the amendment, modification or supplement has been agreed to, the Trustee will mail a copy of the proposed amendment, modification or supplement to the Authorized Participant. For the purposes of this Agreement, mail will be deemed received by the recipient thereof on the third (3rd) day following the deposit of such mail into the United States postal system. Within ten (10) calendar days after its deemed receipt, the amendment, modification or supplement will become part of this Agreement, the Attachments or the Exhibits, as the case may be, in accordance with its terms. If at any time there is any material amendment, modification or supplement of any Participant Agreement (other than this Agreement), the Trustee will promptly mail a copy of such amendment, modification or supplement to the Authorized Participant.
(b) Waiver of Compliance. Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such written waiver, or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
(c) Notices. Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery, by postage prepaid registered or certified United States first class mail, return receipt requested, by nationally recognized overnight courier (delivery confirmation received) or by telex, telegram or telephonic facsimile or similar means of same day delivery (transmission confirmation received), with a confirming copy regular mailed, postage prepaid. For avoidance of doubt, notices may not be given or transmitted by electronic mail. Unless otherwise notified in writing, all notices to the Trust shall be given or sent to the Trustee. All notices shall be directed to the address or telephone or facsimile numbers indicated below the signature line of the parties on the signature page hereof.
(d) Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
(e) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change. Any purported assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be automatically assigned to any successor Trustee or Sponsor at such time such successor qualifies as a successor Trustee or Sponsor under the terms of the Trust Agreement.
(f) Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non convenient and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such partys address for purposes of notices hereunder. Each party hereby waives its right to a trial by jury of any claim arising under or in connection with this Agreement.
(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.
(h) Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.
(i) Entire Agreement. This Agreement and the Trust Agreement, along with any other agreement or instrument delivered pursuant to this Agreement and the Trust Agreement, supersede all prior agreements and understandings between the parties with respect to the subject matter hereof, provided, however, that the Authorized Participant shall not be deemed by this provision to be a party to the Trust Agreement.
(j) Severance. If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid,
illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless the Sponsor determines in its discretion, after consulting with the Trustee, that the provision of this Agreement that was held invalid, illegal or unenforceable does affect the validity, legality or enforceability of one or more other provisions of this Agreement, and that this Agreement should not be continued without the provision that was held invalid, illegal or unenforceable, and in that case, upon the Sponsors notification of the Trustee of such a determination, this Agreement shall immediately terminate and the Trustee will so notify the Authorized Participant immediately.
(k) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
(l) Survival. Sections 9 (Indemnification) and 15 (Third Party Beneficiaries) hereof shall survive the termination of this Agreement.
(m) Other Usages. The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) including means including, but not limited to.
* * * * * * *
IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the Trustee, on behalf of the Trust, have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.
GUGGENHEIM SPECIALIZED PRODUCTS, LLC, |
Sponsor of the CurrencyShares® Euro Trust |
|
Name: |
Title: |
Address: |
Telephone: |
Facsimile: |
EXHIBIT A
CURRENCYSHARES® EURO TRUST
FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT
The following are the names, titles and signatures of all persons (each an Authorized Person ) authorized to give instructions relating to any activity contemplated by the Participant Agreement or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the CurrencyShares® Euro Trust Participant Agreement.
Authorized Participant: | ||
Name: | Name: | |
Title: | Title: | |
Signature: | Signature: | |
Name: | Name: | |
Title: | Title: | |
Signature: | Signature: |
The undersigned, [name], [title] of [company], does hereby certify that the persons listed above have been duly elected to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons pursuant to the CurrencyShares® Euro Trust Participant Agreement by and between [Authorized Participant] and the Trustee and the Sponsor of the CurrencyShares® Euro Trust, dated [ ], and that their signatures set forth above are their own true and genuine signatures.
In Witness Whereof, the undersigned has hereby set his/her hand on the date set forth below.
Subscribed and sworn to before me | By: | |||||
this day of , 20 | ||||||
Name: | ||||||
Title: | ||||||
Date: | ||||||
Notary Public |
Note: Print on Company Letterhead prior to executing
EXHIBIT C
THE BANK OF NEW YORK MELLON, TRUSTEE
CREATION/REDEMPTION ORDER FORM
CURRENCYSHARES EURO TRUST ETF
CONTACT INFORMATION FOR ORDER EXECUTION: | ||||||
Telephone order number: | (718) 315-7500 | |||||
Fax order number: | (732) 667-9478 alt. fax (718) 315-3080 | |||||
Custodian Instructions | (000-000-0000)/ SWIFT CHASDEFX |
Participant must complete all items in Part 1. The Trustee and/or Transfer Agent, in their discretion may reject any order not submitted in complete form.
I. | TO BE COMPLETED BY PARTICIPANT: |
Date: | Time: | |
Broker Name: | Firm Name: | |
DTC Participant Number: | Fax Number: | |
Telephone Number: | ||
Type of order (Check Creation or Redemption please) | (One CU = 50,000 FXE) | |
Creation of FXEs | Redemption of FXEs | |
# Of Creation Units (CU) Transacted: | Number: | |
Order # | Number written out: |
This Purchase Order is subject to the terms and conditions of the Depositary Trust Agreement of the EURO Currency Trust as currently in effect and the Authorized Participant Agreement between the Authorized Participant, the Trustee and the Sponsor named therein. All representations and warranties of the Authorized Participant set Forth in such Depositary Trust Agreement and the Authorized Participant Agreement are incorporated herein by reference and are true and accurate as of the date hereof.
The undersigned does hereby certify as of the date set forth below that he/she is an Authorized Representative under the Authorized Participant Agreement and that he/she is authorized to deliver this Purchase Order to the Trustee on behalf of the Authorized Participant. The Authorized Participant enters into this agreement based on an estimated Basket disseminated the previous business day and recognizes the final Basket ounces of EURO represented will be decreased based on the Trusts daily accrual. At the conclusion of the trading day a Final NAV will be disseminated to all Authorized Participants, and the Basket and or cash required for the creation/redemption order entered into on this day will be finalized and this Order Form will serve as a legally binding contract for settlement in 3 business days.
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|
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Date | Authorized Persons Signature |
II. | TO BE COMPLETED BY TRUSTEE: |
This | certifies that the above order has been: |
Accepted by the Trustee | ||||||
Declined-Reason: | ||||||
Final # of EUROs | Final # of FXE Shares | |||||
Final Cash Due to BNY | Final Cash Due to AP | |||||
Date Time | Authorized Signature of Trustee |
ATTACHMENT A
CREATION AND REDEMPTION OF EURO SHARES AND RELATED EURO
TRANSACTIONS
Scope of Procedures and Overview
These procedures (the Procedures ) describe the processes by which one or more Baskets of Euro Shares (the Shares ) issuable by The Bank of New York Mellon, as trustee (the Trustee ) of the CurrencyShares ® Euro Trust (the Trust ), may be purchased or, once Shares have been issued, redeemed by an Authorized Participant. Shares may be created or redeemed only in blocks of 50,000 Shares (each such block, a Basket ). Because the issuance and redemption of Baskets also involve the transfer of Euro between the Authorized Participant and the Trust, certain processes relating to the underlying transfers of Euro also are described.
Under these Procedures, Baskets may be issued only in consideration for Euro transferred to and held in the Trusts accounts maintained in London, England by the London Branch of JPMorgan Chase Bank, N.A., as depository (the Depository ). Capitalized terms used in these Procedures without further definition have the meanings assigned to them in the Depositary Trust Agreement, dated as of December 5, 2006, between Rydex Specialized Products LLC, succeeded by Guggenheim Specialized Products, LLC (the Sponsor ), the Trustee, the registered owners and beneficial owners from time to time of Shares issued thereunder and all depositors (the Trust Agreement ), or the Participant Agreement entered into by each Authorized Participant with the Sponsor and the Trustee.
For purposes of these Procedures, a Business Day is defined as any day other than (i) a Saturday or Sunday or (ii) a day on which the New York Stock Exchange (the NYSE ) is not open for regular trading at noon New York City time.
Baskets are issued pursuant to the Prospectus, which will be delivered by the Sponsor to each Authorized Participant prior to its execution of the Participant Agreement, and are issued and redeemed in accordance with the Trust Agreement and the Participant Agreement. Baskets may be issued and redeemed on any Business Day by the Trustee in exchange for euro, which the Trustee receives from Authorized Participants or transfers to Authorized Participants, in each case on behalf of the Trust. Authorized Participants will be required to pay a nonrefundable per order transaction fee of $500 to the Trustee. Also, in connection with each Purchase Order and Redemption Order (each as defined below) for two or more Baskets, the Authorized Participant shall pay an additional transaction fee, as follows:
Baskets Created or Redeemed Per Order |
Additional Transaction Fee |
|
2 |
$ 500 | |
3 |
$1,000 | |
4 |
$1,500 | |
5 or more |
$2,000 |
The additional transaction fee described above shall be remitted to the Authorized Participant to the Trustee in accordance with these Procedures. The Trustee shall then remit payment of the additional transaction fee to the Sponsor. The fees described above shall collectively be referred to herein as Transaction Fees .
Authorized Participants and the Trust Transfer Euro and Baskets of Shares
Upon acceptance of the Participant Agreement by the Sponsor and the Trustee, the Trustee will assign a personal identification number (a PIN ) to each person authorized to act for the Authorized Participant (and Authorized Person). This will allow the Authorized Participant through its Authorized Person(s) to place Purchase Order(s) or Redemption Order(s) (together, Orders ) for Baskets.
Important Notes:
| Any Purchase Order is subject to rejection by the Trustee for the reasons set forth in the Trust Agreement. |
| All Orders are subject to the provisions of the Participant Agreement relating to unclear or ambiguous instructions. |
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CREATION PROCESS
OVERVIEW
The following describes the process by which Baskets are created. In summary, an order to purchase one or more Baskets of Shares is placed by an Authorized Participant with the Trustee by 4:00 p.m. New York City ( NYC ) time on the Business Day that is the Order Date under the Trust Agreement ( CREATION T ), and a Basket is created by 11 a.m. NYC time (usually 5 p.m. Central European Time ( CET )) on the third Business Day following CREATION T (CREATION T+3). In order for the creation of a Basket to occur, the Authorized Participant must transfer to the Trust Euro and the Trustee will transfer to the Authorized Participants account at The Depository Trust Company ( DTC ) Shares corresponding to the Euro the Participant has transferred to the Trust.
C1 CREATION T (PURCHASE ORDER TRADE DATE)
C1.1 By the 4:00 p.m. NYC time (the Order Cut-Off Time ) or by 12:00 p.m. NYC time on the monthly dividend declaration date (the Early Order Cut-Off Time), the Authorized Participant submits to the Trustee the Authorized Participants order to create one or more Baskets of Shares (a Purchase Order ) in accordance with the following process.
C1.1.1 The Authorized Participant (AP) submitting an order to create shall submit such orders containing the information required by the Trustee in the following manner: (a) through the Trustees electronic order entry system, as such may be made available and constituted from time to time, the use of which shall be subject to the Order Entry System terms and conditions; or (b) by telephone to the Trustees Transfer Agent Representative according to the procedures set forth below.
C1.1.2 By the Order Cut-Off Time or the Early Order Cut-Off Time, as applicable, an Authorized Person of the Authorized Participant calls the Trustee at 718-315- 7500, notifying the Trustee that the Authorized Participant wishes to place a Purchase Order for the Trustee to create an identified number of Baskets of Shares and requesting that the Trustee provide an order number. The Authorized Person provides a PIN as identification to the Trustee.
C1.1.3 Incoming telephone calls are queued and will be handled in the sequence received. The Trustee will process Purchase Orders if the phone call initiated by the Authorized Person is placed before the Order Cut-Off Time or the Early Order Cut-Off Time, as applicable, even though the remainder of the order process is not completed until after the Order Cut-Off Time or the Early Order Cut-Off Time. Accordingly, do not hang up and redial.
C1.1.4 Purchase Orders initiated after the Order Cut-Off Time or the Early Order Cut-Off Time , as applicable will be rejected.
C1.1.5 During the phone call from the Authorized Person of the Authorized Participant to initiate a Purchase Order, the Trustee will give an order number for the Authorized Participants Purchase Order.
C1.1.6 Within 15 minutes after receiving the order number from the Trustee, the Authorized Participant will fax the Purchase Order to the Trustee using the Purchase Order Form included as part of the Participant Agreement.
C1.1.7 The Purchase Order Form provides, among other things, for the number of Baskets that the Authorized Participant is ordering and the condition that the Purchase Order is subject to the Trustees receipt of the Transaction Fees by (DTC SPO Charge) prior to delivery of the Baskets on CREATION T+3.
C1.1.8 If the Trustee has not received the Purchase Order Form from the Authorized Participant within 15 minutes after the Authorized Person placed the phone call to the Trustee, the Trustee places a
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phone call to the Authorized Participant to inquire about the status of the order. If the Authorized Participant does not fax the Purchase Order Form to the Trustee within 15 minutes after the Trustees phone call, the Authorized Participants order is cancelled, but the Authorized Participant will remain liable to the Trustee for the Transaction Fees.
C1.2 If the Trustee has received the Authorized Participants Purchase Order Form on time in accordance with the preceding timing rules, then by 5:00 p.m. NYC time on CREATION T, the Trustee will return to the Participant a copy of the Purchase Order Form submitted, marking it Affirmed subject to receipt of the Transaction Fees prior to delivery of Baskets on CREATION T+3 and indicating, on a preliminary basis subject to confirmation, the number of Euro the Participant must transfer in exchange for the Basket(s).
C1.3 The Participant ensures that, by 3:15 p.m. CET (usually 9:15 a.m. NYC time) on CREATION T+3, sufficient Euro are wire transferred to the Depository.
C1.4 NOTES FOR AUTHORIZED PARTICIPANT (CREATION T)
C1.4.1 The Authorized Participant must be a participating member of DTC.
C1.4.2 The Authorized Participant must be able to transfer Euro via (RTGSplus, EBA EURO1 or TARGET) SWIFT BIC CHASGB2L.
C1.4.3 The Authorized Participant must have signed and delivered the Participant Agreement to the Trustee. The Trustee will accept an Authorized Participant based on the representations made by the Authorized Participant in the Participant Agreement. The Trustee will not perform other due diligence or investigation of Authorized Participants.
C1.4.4 The Authorized Participant must have in place, before a Purchase Order can be processed, account instructions for Euro transfers with its sending financial institution.
C1.4.5 By 3:15 p.m. CET on CREATION T+3, Euro in the amount needed to acquire the Shares must be standing to the credit of the Deposit Account in order for the Authorized Participant to receive Shares on CREATION T+3.
C1.4.6 An Authorized Participant may only deliver Euro for credit to the Depository in the following ways: (RTGSplus, EBA EURO1 or TARGET) SWIFT BIC CHASGB2L.
C1.4.7 Prior to the delivery of the Baskets by the Trustee on CREATION T+3, the Authorized Participant must accept a DTC SPO Charge for the applicable Transaction Fees from the Trustee. Purchase Orders for which the Trustee has not received the Transaction Fees will be cancelled subject to handling pursuant to supplemental procedures to be issued, but in any event the Authorized Participant will remain obligated to the Trustee for the Transaction Fees.
C1.5 NOTES FOR TRUSTEE (CREATION T)
C1.5.1 Based on the Purchase Orders placed with it on CREATION T, the Trustee sends an authenticated electronic message (SWIFT MT210) to the Depository (by T+1) indicating the approximate total amount of Euro that the Depository will receive from the Authorized Participant on CREATION T+3.
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C2 CREATION T+1
C2.1 The Purchase Orders and instructions given on CREATION T are all pending with the Trustee.
C2.2 The Depository receives the Trustees email about the approximate total amount of Euro the Authorized Participant is required to transfer not later than 3:30 p.m. CET on CREATION T+3.
C3 CREATION T+2
On CREATION T+2 the Trustee notifies the Authorized Participant of the final amount of Euro that must be deposited in the Deposit Account (the Basket Euro Amount) not later than 3:30 p.m. CET on CREATION T+3 for creation of the Baskets on that day.
C4 CREATION T+3
C4.1 By 3:15 p.m. CET (usually 9:15 a.m. NYC time), the Depository has received each Authorized Participants wire transfer of the Basket Euro Amount in the Deposit Account.
C4.2 As of 3:15 p.m. CET time, the Depository notifies the Trustee that the Basket Euro Amount has been transferred into the Deposit Account by an authenticated electronic message (SWIFT MT910).
C4.3 Prior to the delivery of the Baskets on CREATION T+3, the Trustee must have received the Transaction Fees from the Authorized Participant (SPO DTC Charge).
C4.4 At 11:00 a.m. NYC time, following receipt of the notice from the Depository confirming the transfer of the Basket Euro Amount to the Deposit Account, the Trustee authorizes the creation and issuance of the Baskets ordered by each Authorized Participant on CREATION T for which the Trustee has received confirmation from the Depository of receipt of the Basket Euro Amount.
C4.5 By 11:00 a.m. NYC time, following receipt of the notice from the Depository confirming the transfer of the Basket Euro Amount to the Deposit Account, the Trustee notifies its transfer agent service desk that it has authorized the creation and issuance of Baskets in the number specified, and to increase the number of Shares outstanding accordingly. By 11:00 a.m. NYC time, following receipt of the notice from the Trustee that it has authorized the creation and issuance of Shares in the number specified, the Trustees transfer agent service desk increases the number of Shares outstanding, and notifies the Trustee and the Trustees DTC operations desk that an increased number of Shares is now outstanding and available for release in accordance with the Trustees instructions.
C4.6 By 11:00 a.m. NYC time, following receipt of notice from the Trustees transfer agent service desk that the number of Shares now outstanding has been increased, the Trustee notifies its DTC operations desk to release the increased number of Shares through DTC to the DTC participant accounts of the Authorized Participants scheduled to receive Baskets on CREATION T+3 for whom the Trustee has received confirmation from the Depository that the Basket Euro Amount has been received into the Deposit Account.
C4.7 Following the close of business (usually 3:30 p.m. CET time) on CREATION T+3, the Depository makes appropriate entries in its books and records to reflect the creation of Baskets.
C4.8 Following the close of business (usually 3:30 p.m. CET time) on CREATION T+3, the Depository Euro system updates account records, recording the movements of Euro in the Deposit Account and providing updated balances in the affected accounts as of the close of business (usually 3:30 p.m. CET time) on CREATION T+3.
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C4.9 Following the close of business (usually 3:30 p.m. CET time) on CREATION T+3, the Depository Euro system automatically generates authenticated electronic messages constituting a statement of the activity affecting the Deposit Account (SWIFT MT940 or SWIFT MT950), (received only by the Trustee).
C4.10 If the Authorized Participant fails to deliver Euro by 3:30 p.m. CET on CREATION T+3, (a) the Trustee will apply a late fee equal to four (4) times the creation charge; and (b) the Depository may, in its reasonable discretion, apply a late fee calculated in accordance with standard industry practices, payable by the Authorized Participant.
In the event any such late fees are assessed, the Trustee will coordinate with the Authorized Participant to arrange payment of such fees.
Note: Both creation and redemption activities (delivery/receipts) time frames are subject to change based on depository requirements.
REDEMPTION PROCESS
OVERVIEW
The following describes the process by which Baskets are redeemed. In summary, an order to redeem one or more Baskets of Shares is placed by an Authorized Participant with the Trustee by 4:00 p.m. NYC time on the Business Day that is the Order Date under the Trust Agreement ( REDEMPTION T ), and a Basket is redeemed by 3 p.m. CET (usually 9 a.m. NYC time) on the third Business Day following REDEMPTION T ( REDEMPTION T+3 ). In order for the redemption of a Basket to occur, the Authorized Participant must pay a transaction fee and the Trustee will instruct the Depository to transfer to the Authorized Participant Euro corresponding to the Shares delivered for redemption.
R1 REDEMPTION T (REDEMPTION ORDER TRADE DATE)
R1.1 By the Order Cut-Off Time or the Early Order Cut-Off Time, as applicable, the Authorized Participant submits to the Trustee the Authorized Participants order to redeem one or more Baskets of Shares (a Redemption Order ) in accordance with the following process.
R1.1.1 The Authorized Participant (AP) submitting an order to redeem shall submit such requests containing the information required by the Trustee in the following manner: (a) through the Trustees electronic order entry system, as such may be made available and constituted from time to time, the use of which shall be subject to the terms and conditions in the Electronic Service Agreement; or (b) by telephone to the Trustees Transfer Agent Representative , according to the procedures set forth below.
R1.1.2 By the Order Cut-Off Time or the Early Order Cut-Off Time, as applicable, an Authorized Person of the Authorized Participant calls the Trustee at 718-315- 7500, notifying the Trustee that the Authorized Participant wishes to place a Redemption Order for the Trustee to redeem an identified number of Baskets of Shares and requesting that the Trustee provide an order number. The Authorized Person provides a PIN as identification to the Trustee.
R1.1.3 Incoming telephone calls are queued and will be handled in the sequence received. The Trustee will process the Redemption Order(s) if the phone call initiated by the Authorized Person is placed before the Order Cut-Off Time or the Early Order Cut-Off Time as applicable, even though the remainder of the order process is not completed until after the Order Cut-Off Time or the Early Order Cut-Off Time. Accordingly, do not hang up and redial.
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R1.1.4 Redemption Orders initiated after the Order Cut-Off Time or the Early Order Cut-Off Time are rejected.
R1.1.5 During the phone call from the Authorized Person of the Authorized Participant to initiate a Redemption Order, the Trustee will give an order number for the Authorized Participants Redemption Order.
R1.1.6 Within 15 minutes after the phone call initiating the Redemption Order, the Authorized Participant will fax the Redemption Order to the Trustee using the Redemption Order Form included as part of the Participant Agreement.
R1.1.7 The Redemption Order Form provides, among other things, for the number of Baskets that the Authorized Participant is redeeming and the condition that the Redemption Order is subject to Trustees receipt of the Transaction Fees by SPO DTC Charge prior to the delivery of the Euro to the Authorized Participant on REDEMPTION T+3.
R1.1.8 If the Trustee has not received the Redemption Order Form from the Authorized Participant within 15 minutes after the Authorized Person placed the phone call to the Trustee, the Trustee places a phone call to the Authorized Participant to inquire about the status of the order. If the Authorized Participant does not fax the Redemption Order Form to the Trustee within 15 minutes after the Trustees phone call, the Authorized Participants order is cancelled, but the Authorized Participant will remain liable to the Trustee for the Transaction Fees.
R1.2 If the Trustee has received the Authorized Participants Redemption Order Form on time in accordance with the preceding timing rules, then, by 5:00 p.m. NYC time on REDEMPTION T, the Trustee will return to the Authorized Participant a copy of the Redemption Order Form submitted, marking it Affirmed subject to receipt of Transaction Fees prior to delivery of the Euro on REDEMPTION T+3 and indicating, on a preliminary basis subject to confirmation, the number of Euro the Participant will receive upon redemption of the indicated Basket(s) of Shares.
R1.3 For each Redemption Order, the Trustee sends an authenticated electronic message (SWIFT MT202 ) to the Depository indicating the amount of Euro to transfer from the Deposit Account by wire (RTGSplus, EBA EURO1 or TARGET) to the Authorized Participants designated account by 3:30 p.m. CET (usually 9:30 a.m. NYC time) on REDEMPTION T+3.
R1.4 NOTES FOR TRUSTEE AND DEPOSITORY (REDEMPTION T)
R1.4.1 The Trustee will prepare an authenticated electronic message (SWIFT MT202 ) containing instructions on REDEMPTION T specifying REDEMPTION T+3 as the date on which the instructions will be executed.
R1.4.2 The Trustee will only deliver the authenticated electronic message (SWIFT MT202) to the Depository on T+3 after confirming the Trustees receipt of Shares from the Authorized Participant through DTC.
R2 REDEMPTION T+1
R2.1 Redemption Orders and related instructions are in process.
R2.2 The Depository receives the e-mail from the Trustee notifying the Depository of the approximate amount of Euro needed to be remitted to each Authorized Participant that has placed a Redemption Order on REDEMPTION T+3.
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R3 REDEMPTION T+2
On REDEMPTION T+2, the Trustee notifies the Authorized Participant of the final amount of Euro the Authorized Participant will receive upon redemption of the Basket(s) on Redemption T+3 (the Basket Euro Amount).
R4 REDEMPTION T+3
R4.1 Prior to the delivery of the Basket Euro Amount on REDEMPTION T+3, the Trustee must have received the Transaction Fees from the Authorized Participant (SPO DTC) Charge.
R4.2 By 3 p.m. CET (usually 9 a.m. NYC time), the Authorized Participant delivers free to the Trustees participant account at DTC (#2209) the Shares to be redeemed. The Authorized Participant telephones the Trustees DTC operations desk (phone number (718)-315-7500) to expect the Authorized Participants Shares through DTC.
R4.2.1 By 3 p.m. CET (usually 9 a.m. NYC time), the Trustees DTC operations desk notifies the Trustee whether the Shares being redeemed by the Authorized Participant have been received into the Trustees participant account at DTC.
R4.2.2 By 3 p.m. CET (usually 9 a.m. NYC time), if the Shares being redeemed by the Authorized Participant have been received into the Trustees participant account at DTC, then the Trustees DTC operations desk accepts the Shares to be redeemed, notifies the Trustee that the Trustee has received the Authorized Participants Shares and identifies the Authorized Participant from whom the Shares have been received.
R4.2.3 By 3 p.m. CET (usually 9 a.m. NYC time), if the Shares of a redeeming Authorized Participant have not been received into the Trustees participant account at DTC, then the Trustees operations desk notifies the Trustee that the Trustee has not received the Shares from the Authorized Participant and identifies the Authorized Participant from whom Shares have not been received.
R4.3 By 3:15 p.m. CET (usually 9:15 a.m. NYC time), the Trustee sends an authenticated electronic message (SWIFT MT202 ) to the Depository directing the Depository to transfer the Basket Euro Amount to the accounts of those Authorized Participants from whom the Trustee has received Shares. The Euro will be sent to the designated accounts by wire (RTGSplus, EBA EURO1 or TARGET).
R4.4 As of 3:30 p.m. CET time(usually 9:30 a.m. NYC time), following the receipt of the authenticated confirmatory electronic message from the Trustee, the Depository executes the instructions from the Trustee to wire the Basket Euro Amount from the Trust Account and to transfer the Basket Euro Amount to the Authorized Participants designated account.
R4.4.1 By DTC free delivery cut-off time (usually 2:00 p.m. NYC time), the Trustees DTC operations desk instructs the Trustees transfer agent services desk to cancel Shares received for redemption.
R4.4.2 By DTC free delivery cut-off time (usually 2:00 p.m. NYC time), the Trustees transfer agent services desk cancels the Authorized Participants Shares received for redemption and reduces the number of Trust Shares outstanding.
R4.5 Following the close of business (usually 3:30 p.m. CET) on REDEMPTION T+3, the Depository makes the appropriate entries in its books and records to reflect the redemptions.
R4.6 Following the close of business (usually 3:30 p.m. CET) on REDEMPTION T+3, the Depository Euro system updates its account records, recording the movements of Euro in the Deposit Account and providing updated balances in the affected accounts as of the close of business (usually 3:30 p.m. CET) on REDEMPTION T+3.
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R4.7 Following the close of business (usually 3:30 p.m. CET) on REDEMPTION T+3, the Depository Euro system automatically generates an authenticated electronic message (SWIFT MT940 or Swift MT950) constituting a statement of the activity affecting the Deposit Account (received only by the Trustee).
Note: Both creation and redemption activities (delivery/receipts) time frames are subject to change based on depository requirements.
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Schedule to Exhibit 4.8
The following parties have each executed a separate Participation Agreement with The Bank of New York, as trustee, and Guggenheim Specialized Products, LLC, as sponsor, which is substantially identical in all material respects to the Participation Agreement filed herewith as Exhibit 4.8 and is dated as of the date listed opposite its name below.
Name of Party |
Date of Agreement |
|
BNP Paribas Securities Corp. |
June 18, 2015 | |
BNP Paribas Prime Brokerage, Inc. |
June 18, 2015 |
Except as noted above, there are no material details in which the above Participation Agreements differ from the Participation Agreement filed herewith as Exhibit 4.8.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333- 204823) of CurrencyShares ® Euro Trust of our reports dated January 14, 2016, with respect to the financial statements of CurrencyShares ® Euro Trust, and the effectiveness of internal control over financial reporting of CurrencyShares ® Euro Trust, included in this Annual Report (Form 10-K) for the year ended October 31, 2015.
/s/ Ernst & Young LLP
McLean, Virginia
January 14, 2016
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002
I, Nikolaos Bonos, certify that:
1. I have reviewed the Annual Report on Form 10-K for the fiscal year ended October 31, 2015 of CurrencyShares ® Euro Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves persons who have a significant role in the registrants internal control over financial reporting.
Date: January 14, 2016 |
/s/ N IKOLAOS B ONOS |
Nikolaos Bonos |
Chief Executive Officer |
(principal executive officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph Arruda, certify that:
1. I have reviewed the Annual Report on Form 10-K for the fiscal year ended October 31, 2015 of CurrencyShares ® Euro Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves persons who have a significant role in the registrants internal control over financial reporting.
Date: January 14, 2016 |
/s/ J OSEPH A RRUDA |
Joseph Arruda |
Chief Financial Officer |
(principal financial officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CurrencyShares ® Euro Trust (the Trust) on Form 10-K for the fiscal year ended October 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Nikolaos Bonos, Chief Executive Officer of Guggenheim Specialized Products, LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.
Date: January 14, 2016 |
/s/ N IKOLAOS B ONOS |
Nikolaos Bonos* |
Chief Executive Officer |
(principal executive officer) |
* | The Registrant is a trust and Nikolaos Bonos is signing in his capacity as the principal executive officer of Guggenheim Specialized Products, LLC, the Sponsor of the Registrant. |
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CurrencyShares ® Euro Trust (the Trust) on Form 10-K for the fiscal year ended October 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Joseph Arruda, Chief Financial Officer of Guggenheim Specialized Products, LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.
Date: January 14, 2016 |
/s/ J OSEPH A RRUDA |
Joseph Arruda* |
Chief Financial Officer |
(principal financial officer) |
* | The Registrant is a trust and Joseph Arruda is signing in his capacity as the principal financial officer of Guggenheim Specialized Products, LLC, the Sponsor of the Registrant. |