EX-10.1



 Exhibit 10.1 

LICENSE AGREEMENT 

THIS LICENSE AGREEMENT (this “Agreement”) is entered into effective as of the 6th day of April, 2018 (the “Effective
Date”), by and between The Bank of New York Mellon, a New York banking corporation (“Licensor”), and Guggenheim Specialized Products, LLC, a limited liability company established pursuant to the laws of the State of Delaware
(“Licensee”). 
 WHEREAS, Licensor and Licensee have entered into a fee letter agreement on even date herewith (the “Fee
Letter Agreement”) regarding the establishment and maintenance of Currency Based Securities Products (defined below) to be known as CurrencyShares products (“Currency Trusts”). 

WHEREAS, in connection with such Currency Trusts, Licensee wishes to obtain a license under certain of Licensor’s patent rights, and
Licensor wishes to grant such license subject to the terms and conditions of this Agreement. 
 NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Licensor and Licensee agree as follows: 
  

	1.	CERTAIN DEFINITIONS. 

 For the purposes of this Agreement, the following terms have the
following meanings: 
 “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common
control with a party. In this context, the term “control” means ownership of more than fifty percent (50%) of the voting securities of such entity (or, in the case of a non-corporate entity,
equivalent interests). The term “controlled” has a corollary meaning. 
 “Currency Based Securities Products” means any
investment product that is based solely on the securitization of a single non-U.S. currency. For the purposes of clarity, Currency Based Securities Products do not include any products involving the
securitization, in whole or in part, of any commodity other than non-U.S. currency. 
 “Licensed
Product” means any Currency Based Securities Product that is sold, sponsored or issued by Licensee in the Territory that is covered by or encompasses a claim contained in Licensor Patent Rights, including, but not limited to the Euro Currency
Trust. 
 “Licensor Patent Rights” means: (i) U.S. Patent Application No. 10/680,589, filed on October 6, 2003,
entitled “Systems and Methods for Securitizing a Commodity” (the “Patent Application”), (ii) all foreign and international counterparts filed by or on behalf of Licensor (iii) all continuations, continuations-in-part, divisionals, substitutes and equivalents thereof relating to any of the foregoing patent applications (iv) all letters patent that are or may be
granted from any of the foregoing patent applications, and (v) all know-how related to any of the foregoing patents and patent applications. 

  
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 “Territory” means the United States. 

“Trust Agreement” means a definitive agreement entered into among Licensee, Licensor and certain other parties that, among other
things, establishes a Licensed Product and sets forth the respective roles and responsibilities of Licensee and Licensor with respect to such Licensed Product. 

“Trustee” means any entity designated to act in the capacity of any or all of the following, as the context requires: trustee,
custodian, issuing agent, registrar, agent, administrator or the like for and on behalf of (i) the sponsor, issuer or other entity offering shares in a Currency Based Securities Product and/or (ii) any participant of such Currency Based
Securities Product. 
  

	2.	LICENSE. 

 Subject to the terms and conditions of this Agreement, Licensor hereby grants
to Licensee a non-exclusive, personal and non-transferable (except as provided in Article 12.1) license under Licensor Patent Rights for the term of this Agreement
solely for the purpose of establishing, operating and marketing the Licensed Products in the Territory (the “License”). 
 The
License includes the limited right of Licensee to grant sublicenses to its partners, co-sponsors, joint-venturers, trustees, custodians and agents (each a “Sublicensee”), but solely in connection
with such Sublicensee’s establishment, operation and marketing of the Licensed Product and provided that Licensee shall have previously entered into an enforceable, written agreement with each such Sublicensee on terms no less protective of
Licensor’s rights in the Licensor Patent Rights than the terms in this Agreement and shall provide Licensor with copies of such agreements on request. 

ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE HEREBY RESERVED TO THE LICENSOR. 

 

	3.	PAYMENT. 

 The grant of the License hereunder is in consideration for the engagement of
Licensor to act as Trustee for each Licensed Product under terms substantially as set forth in the Fee Letter Agreement, or such other terms as the parties may mutually agree in writing hereafter. No additional payment of royalties to Licensor shall
be required (i.e., the Licensee shall not be subject to a Royalty Obligation, as defined below) as long as Licensor is so engaged. 
 In the
event that Licensor is not engaged to act as Trustee for a Licensed Product for any reason, then, to enjoy the benefit of the License with respect to such Licensed Product, Licensee shall thereafter pay Licensor a royalty (the “Royalty
Obligation”) as follows: 

  
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 (a) The Licensee shall pay Licensor a running royalty that will accrue daily at the annualized
rate of 0.0500% (five basis points) of the total gross adjusted assets of such Licensed Product. 
 (b) The five basis point running
royalties described in the preceding subparagraph (a) shall be collectively identified hereinafter as the “Royalty Fee.” Such Royalty Fee shall be due and payable within ten days following the end of each calendar month for which such
Royalty Fee has accrued and shall be subject to the Minimum Annual Royalty set forth the following subparagraph (c). 
 (c) Notwithstanding
subparagraph (a) above, and only applicable if the Licensee is subject to a Royalty Obligation: 
  

	 	(i)	for each year in which there is one Licensed Product (which year shall be measured from the date that is six months after the launch date of the Licensed Product; each such year being defined hereinafter as an
“Annual Period”), Licensee shall pay Licensor a minimum annual royalty (the “Minimum Annual Royalty”) of not less than Two Hundred Fifty Thousand Dollars ($250,000) per Annual Period for such Licensed Product. If the aggregate
Royalty Fees payable to Licensee over an Annual Period for such Licensed Product is less than the Minimum Annual Royalty, then Licensee shall pay Licensor the difference between the Minimum Annual Royalty and the aggregate Royalty Fees payable to
Licensee over such Annual Period for such Licensed Product, which payment shall be due and payable within 30 days after the end of the applicable Annual Period. 

  

	 	(ii)	for each year in which there are seven or more Licensed Products (which year shall be measured from the date that is six months after the launch date of the final Licensed Product to be launched; each such year being
defined hereinafter as an “Annual Period”), Licensee shall pay Licensor a Minimum Annual Royalty of not less than One Million Two Hundred Fifty Thousand Dollars ($1,250,000) per Annual Period for such Licensed Products. If the aggregate
Royalty Fees payable to Licensee over an Annual Period for such Licensed Products are less than the Minimum Annual Royalty, then Licensee shall pay Licensor the difference between the Minimum Annual Royalty and the aggregate Royalty Fees payable to
Licensee over such Annual Period for such Licensed Products, which payment shall be due and payable within 30 days after the end of the applicable Annual Period. 


Any payments to Licensor hereunder shall be made in United States dollars either by corporate check to Licensor at the address specified in
Article 12 (or such other address as Licensor may hereafter designate in writing) or by wire transfer to a bank account 

  
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designated by Licensor in writing. Payments to Licensor hereunder shall be deemed made as of the day on which they are received by Licensor at such address or bank account. Payments in arrears in
excess of sixty (60) days shall accrue interest from the date due at rate that is the lesser of 1.5% per month or the maximum rate permitted by law. 

Except with respect to any taxes assessed directly upon Licensor’s income, all amounts payable by Licensee under this Agreement are
exclusive of any taxes that are or may be assessed or imposed by any governmental authority in any jurisdiction in connection with establishing, operating and marketing such Licensed Product, including without limitation, any sales, use, excise,
value-added, personal property, export, import or withholding taxes, which taxes shall all be assumed and paid by Licensee. 
  

	4.	REPORTS, RECORDS AND AUDITS. 

 During the term of this Agreement, for so long as Licensee
is subject to a Royalty Obligation, Licensee shall deliver to Licensor within ten (10) days of the end of each calendar month a report setting forth in reasonable detail the Royalty Fee due to Licensor for such calendar month and
Licensee’s calculation of the same. 
 During the term of this Agreement, for so long as Licensee is subject to a Royalty Obligation and
for three (3) years thereafter, Licensee shall keep complete and accurate books and records in sufficient detail to enable Licensor to verify the amounts due to it hereunder. 

During the term of this Agreement, is subject to a Royalty Obligation and for three (3) years thereafter, Licensor shall have the right,
through a qualified independent auditor, to review and audit the books and records of Licensee for the purpose of verifying the accuracy of royalty payments made by Licensee under this Agreement. Such reviews and audits shall be conducted with
reasonable prior written notice to Licensee, at Licensee’s place of business and during Licensee’s normal business hours, and shall not be conducted more than once per calendar year. Each review and audit hereunder shall be at
Licensor’s sole cost and expense; provided, however, that Licensee shall promptly reimburse Licensor for all costs and expenses actually incurred in connection with a review and audit if the auditor determines that Licensee has underpaid by
five percent (5%) or more during the relevant period under examination. Licensee will promptly pay Licensor the invoiced amount of any underpayment revealed by a review and audit. Payments in arrears in excess of sixty (60) days shall accrue
interest from the date due at rate that is the lesser of 1.5% per month or the maximum rate permitted by law. For the avoidance of doubt, this Section 4 shall not be applicable if the Licensee is not subject to a Royalty Obligation pursuant to
the first paragraph of Section 3. 

  
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	5.	ENFORCEMENT. 

 Licensee shall promptly (i) notify Licensor of any potential or
actual infringement by a third party of Licensor Patent Rights of which Licensee becomes aware, and (ii) provide to Licensor all evidence of such infringement in Licensee’s possession, custody or control. Licensor shall have the sole
right, but not the obligation, to initiate any legal action at its own expense against such infringement and to recover damages and enforce any injunction granted as a result of any judgment in Licensor’s favor. Licensor shall have sole control
over any such action including, without limitation, the sole right to settle and compromise such action. In the event of a dispute between Licensor and any third party regarding the infringement, validity or enforceability of Licensor Patent Rights,
Licensee agrees, at Licensor’s expense, to do all things reasonably requested by Licensor to assist Licensor in connection with such dispute. 
  

	6.	TERM AND TERMINATION. 

 This Agreement shall commence on the Effective Date and, unless
earlier terminated according to the terms of this Agreement, shall expire upon the expiration or lapse of the last-to-expire or lapse of the Licensor Patent Rights (or,
if earlier, upon the entry of a final order by a court of competent jurisdiction, which order is not appealable or regarding which appeal is not taken, effectively holding that there is no valid claim included in the Licensor Patent Rights). 

During the term of this Agreement, Licensor shall diligently prosecute and/or maintain Licensor Patent Rights. If no letters patent are granted
on the applications specified in Licensor Patent Rights or if all such applications are finally rejected without appeal being taken or are abandoned, withdrawn or otherwise lapse, then the License granted pursuant to this Agreement shall terminate
immediately. Licensor shall notify Licensee promptly in writing if the foregoing events shall occur. 
 The License granted pursuant to this
Agreement will terminate immediately, without any requirement for Licensor to provide notice, with respect to any Licensed Product that is terminated. 

In addition, either party may terminate this Agreement by written notice at any time if the other party materially breaches this Agreement and
fails to cure such breach with thirty (30) days following written notice thereof from the non-breaching party. Upon any termination or expiration of this Agreement, all rights and obligations under this
Agreement (including Licensee’s rights under the License) will immediately terminate; provided, however, that the provisions of Articles 1, 8 (the second paragraph only), 10 (solely with respect Licensee’s Losses based on or arising from
Licensee’s exercise of its rights in accordance with this Agreement while the License was in effect), 11 and 12, and any other provision that survives by its express terms, shall survive any termination or expiration of this Agreement. 

  
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	7.	ACKNOWLEDGMENT OF RIGHTS. 

 Licensee hereby acknowledges and agrees that, as between
Licensor and Licensee, Licensor is the exclusive owner of all right, title and interest in and to the Licensor Patent Rights. During the term of this Agreement, Licensee will not directly or indirectly: (i) initiate or participate in any
proceeding of any kind opposing the grant of any patent, or challenging any patent application, within the Licensor Patent Rights, (ii) dispute the validity or enforceability of any patent within the Licensor Patent Rights or any of the claims
thereof, or (iii) assist any other Person to do any of the foregoing (except if required by court order or subpoena); provided, however, the foregoing shall in no way limit Licensee’s ability to defend against or to mitigate any
claim brought by Licensor against Licensee. 
 During the term of this Agreement and thereafter, Licensee shall not directly or indirectly
interfere improperly with Licensor’s ability to negotiate with any potential licensee under, or any potential purchaser of, the Licensor Patent Rights, or assist any other Person to do the foregoing (except if required by court order or
subpoena). This paragraph shall survive termination or expiration of this Agreement for any reason. 
 Any violation of this Article 8 will
constitute a material breach of this Agreement. 
  

	8.	REPRESENTATIONS AND WARRANTIES. 

 Each party hereby represents and warrants that
(i) it has the power and authority to enter into this Agreement and perform its obligations hereunder; (ii) the execution and delivery of this Agreement have been duly authorized and all necessary actions have been taken to make this
Agreement a legal, valid and binding obligation of such party enforceable in accordance with its terms; and (iii) the execution and delivery of this Agreement and the performance by such party of its obligations hereunder will not contravene or
result in any breach of the Certificate of Incorporation or Bylaws of such party or of any agreement, contract, indenture, license, instrument or understanding or, to the best of its knowledge, result in any violation of law, rule, regulation,
statute, order or decree to which such party is bound or by which they or any of their property is subject. 
 EXCEPT AS EXPRESSLY SET FORTH
IN THE FOREGOING, LICENSOR DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 
  

	9.	INDEMNITY. 

 Each party shall defend, indemnify and hold harmless the other party and
such other party’s Affiliates, employees, officers, directors, and agents from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”)
resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement. 

  
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 If any action, suit, proceeding (including, but not limited to, any governmental investigation),
claim or dispute (collectively, a “Proceeding”) is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and in
no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify
the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the
Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no
conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be
entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the
Indemnifying Party shall in good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay
such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was
brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven
(7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses
available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No
compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other
party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be
unreasonably withheld. The Indemnifying Party shall have no obligation to indemnify and hold harmless the Indemnified Party from any loss, expense or liability incurred by the Indemnified Party as a result of a default judgment entered against the
Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the defense of such proceeding. 

  
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	10.	LIMITATION OF LIABILITY. 

 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

	11.	MISCELLANEOUS PROVISIONS. 

  

	 	(a)	Assignment. Licensee may not assign or otherwise transfer (whether by operation of law or otherwise) any right or obligation under this Agreement without the prior written consent of Licensor. Such consent shall
be deemed given with respect to an assignment or transfer (whether by operation of law or otherwise) of the entire Agreement, including all rights and obligations hereunder, to a successor in interest or assignee of substantially all of the assets
of Licensee, provided that Licensee has given prompt written notice thereof to Licensor. This Agreement is binding on, and inures to the benefit of, the parties and their permitted successors and assigns. Any attempted assignment or other transfer
of rights under this Agreement in violation of this Article 12.1 will be void. 

  

	 	(b)	Injunctive Relief. Licensee agrees and acknowledges that money damages may not be an adequate remedy for any breach by Licensee of the provisions of this Agreement and that the Licensor may, in its sole
discretion, apply to any court of law or equity of competent jurisdiction for temporary preliminary relief (specific performance and/or injunctive relief), without posting a bond or other security, in order to enforce or prevent any violation of the
provisions of this Agreement. 

  

	 	(c)	Governing Law. This Agreement will be governed by and construed under the laws of the State of New York, without reference to any choice of law rules (except that questions affecting the construction and effect
of any patent will be determined by the law of the country in which the patent was granted). 

  

	 	(d)	Exclusive Jurisdiction and Venue; No Jury. Any action brought by either party that arises out of or relates to this Agreement will be filed only in the state or federal courts located in New York County, New
York. Each party irrevocably submits to the jurisdiction of those courts. FURTHERMORE, EACH PARTY (I) WAIVES ANY OBJECTIONS THAT IT MAY HAVE NOW OR IN THE FUTURE TO THE JURISDICTION OF THOSE COURTS, (II) WAIVES ANY CLAIM THAT IT MAY HAVE
NOW OR IN THE FUTURE THAT LITIGATION BROUGHT IN THOSE COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (III) WAIVES ANY RIGHT TO A JURY TRIAL. 


  
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	 	(e)	Entire Agreement. This Agreement sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect
to its subject matter. 

  

	 	(f)	Unenforceable Provisions. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. If legally permitted, the
unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the parties’ intent. 

  

	 	(g)	Relationship Of The Parties. Each party is an independent contractor of the other party. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties.


  

	 	(h)	Notices. A notice under this Agreement is not sufficient unless it is: (i) in writing; (ii) addressed using the contact information listed below for the party to which the notice is being given
(or using updated contact information which that party has specified by written notice in accordance with this Article); and (iii) sent by hand delivery, facsimile transmission, registered or certified mail (return receipt requested), or
reputable express delivery service with tracking capabilities (such as Federal Express). 

 Contact Information for Licensor:
Contact Information for Licensee: 
  

			
	 The Bank of New York Mellon

2 Hanson Place
 9th Floor
 Brooklyn, NY 11217

Attn: ETF Services
  

And
  

The Bank of New York Mellon

101 Barclay Street
 22nd Floor West
 Attn: Depositary Receipts
	  	 Guggenheim Specialized
 Products

330 Madison Avenue

11th Floor

New York, NY 10017
 Attn: Law Dept.


  

	 	(i)	Amendments. This Agreement may not be amended unless the amendment is in writing and signed by authorized representatives of both parties. 


 

	 	(j)	Waivers. A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. 


 

	 	(k)	Counterparts. The parties may execute this Agreement by signing separate copies of the signature page. A facsimile copy of the signature page will have the same effect as the original. 


  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives. 
  

			
	THE BANK OF NEW YORK MELLON


			
		
	By:	 	 /s/ Veronica Westberg



			
	Name: Veronica Westberg
	Title:   Managing Director
	
	GUGGENHEIM SPECIALIZED PRODUCTS, LLC


			
		
	By:	 	 /s/ Amy J. Lee



			
	Name: Amy J. Lee
	Title:   Secretary


  
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