1 ISE Regulatory Information Circular – April 1, 2008
STOCK EXCHANGE
Regulatory Information Circular
Circular
number:
2008-12 Contact: Russ Davidson
Date: April 1, 2008 Telephone: (646) 805-1857
Subject: CurrencyShares
Background Information on the Trusts
The Trusts are sponsored by Rydex Specialized Products LLC, d/b/a Rydex Investments
(the “Sponsor”). As more fully explained in the registration statements filed by the
Sponsor, on behalf of the Trusts, the Trusts are grantor trusts formed under the laws of
the State of New York pursuant to Depositary Trust Agreements. The Trusts are not
registered as investment companies under the Investment Company Act of 1940 (“1940
Act”) and, according to the registration statements, are not required to be registered
under the 1940 Act.
The shares (“Shares”) of each Trust represent beneficial ownership interests in the
underlying net assets of the issuing Trust, each consisting only of deposits of the
currency denoted by the name of the issuing Trust, less the expenses of the Trust.
According to the registration statements, the investment objective of each Trust is for the
Shares to reflect the price of the underlying currency. It is expected that Share prices will
fluctuate in response to fluctuations in the currency.
The Bank of New York is the trustee of the Trusts (“Trustee”), JPMorgan Chase Bank,
N.A., London Branch, is the depository for the Trusts (“Depository”), and Rydex
Distributors, Inc. is the distributor for the Trusts (“Distributor”).
As described more fully in the registration statements, the Trusts create and redeem
their Shares at their net asset value (“NAV”) only in aggregations of 50,000 Shares
(each, a “Basket”), in exchange for the amount of the underlying currency represented
by the Baskets being created or redeemed. The Shares are redeemable only in whole
Baskets, and in exchange for the underlying currency. Except when aggregated in
Baskets, the Shares may not be redeemed with the Trusts.
The registration statements for the Trusts describe the various fees and expenses for
the Shares.
For a more complete description of the Trusts and the underlying currencies, visit
www.CurrencyShares.com
.
ISE Regulatory Information Circular – April 1, 2008
2
Other Information about the Trusts
The Trusts are subject to various fees and expenses described in the registration
statements, and the amount of the underlying currencies required to create a Basket or
to be delivered upon a redemption of a Basket may gradually decrease over time in the
event that the Trusts are required to sell the underlying currencies to pay the Trusts’
expenses. The underlying currencies held by the Trusts will only be sold (i) if needed to
pay Trust expenses, (ii) in the event the Trust terminates and liquidates its assets or (iii)
as otherwise required by law or regulation.
The Shares will be evidenced by one or more global certificates that the Trustee will
issue to The Depository Trust Company (“DTC”). The Shares will be available only in
book-entry form; stock certificates will not be issued. DTC, or its nominee, is the record
or registered owner of all outstanding Shares.
The Trustee calculates the Trusts’ NAV every day that the New York Stock Exchange
(“NYSE”) is open for regular trading (a “Business Day”). When calculating NAV, the
Trustee values the underlying currencies held by the Trusts based on the Noon Buying
Rate, which is the USD/currency specific exchange rate as determined by the Federal
Reserve Bank of New York as of 12:00 p.m. (Eastern Standard Time) on each Business
Day. If, on a particular day, the Noon Buying Rate has not been determined and
announced by 2:00 p.m. (Eastern Standard Time), the Trustee will use the most recently
announced Noon Buying Rate to determine the Trusts’ NAV, unless the Trustee, in
consultation with the Sponsor, determines to apply an alternative basis for evaluation as
a result of extraordinary circumstances. The Trustee also determines the NAV per
Share, which equals the NAV of each Trust divided by the number of outstanding Shares
of each Trust.
The Sponsor publishes the NAV and NAV per Share each Business Day on the Trusts’
website, www.currencyshares.com
. In addition, NAV is available to National Securities
Clearing Corporation (“NSCC”) participants through data made available from NSCC.
Availability of Information Regarding Currency Prices
There is no regulated source of last sale information regarding the currencies and the
Securities and Exchange Commission (“SEC”) has no jurisdiction over the trading of the
currencies. Currently, the Consolidated Tape Association (“CTA”) does not provide for
the dissemination of the spot price of the underlying currencies over its facilities. The last
sale price for the Shares, however, will be disseminated over the CTA. Market prices for
the Shares will be available from a variety of sources, including brokerage firms,
financial information websites, and other information service providers.
Investors may obtain, on a 24-hour basis, foreign exchange pricing information based on
the currency spot price from various financial information service providers. Current
currency spot prices are generally available with bid/ask spreads from 2 foreign
exchange dealers. Complete realtime data for currency futures and options prices traded
on the Chicago Mercantile Exchange (“CME”) and the Philadelphia Stock Exchange
(“Phlx”) are available by subscription from information service providers. The CME and
Phlx also provide delayed futures and options information on current and past trading
sessions and market news free of charge on their respective websites.
ISE Regulatory Information Circular – April 1, 2008
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There are a variety of other public websites that provide information on foreign currency,
such as Bloomberg www.bloomberg.com/markets/currencies/eurafr_currencies.html
),
which regularly reports current foreign exchange pricing for a fee. Other service
providers include CBS Market Watch
(www.marketwatch.com/tools/stockresearch/globalmarkets
) and Yahoo! Finance
(http://finance.yahoo.com/currency
). Many of these sites offer price quotations drawn
from other published sources, and as the information is supplied free of charge, it
generally is subject to time delays (typically, 15 to 20 minutes).
In addition to the NAV of the Trusts and the NAV per Share, the Trusts’ website, which is
publicly accessible at no charge, provides the following information: (i) the currency spot
prices, including the bid and offer and the midpoint between the bid and offer for each
currency spot price, updated every 5 to 10 seconds, (ii) an intraday indicative value
(“IIV”) per Share calculated by multiplying the indicative spot price of the underlying
currency by the quantity of the underlying currency backing each Share, on a 5 to 10-
second delayed basis; (iii) a 20-minute delayed basis indicative value, which is used for
calculating premium/discount information; (iv) premium/discount information, calculated
on a 20-minute delayed basis; (v) accrued interest per Share; (vi) the daily Noon Buying
Rate; (vii) the Basket Currency Amount; and (viii) the last sale price of the Shares as
traded in the U.S. market, subject to a 20-minute delay.
Purchases and Redemptions in Creation Unit Size
ISE Equity EAMs are hereby informed that procedures for purchases and redemptions of
Shares in Baskets are described in the prospectus for each Trust, and that Shares are
not individually redeemable but are redeemable only in Baskets or multiples thereof.
Principal Risks
Interested persons are referred to the discussion in the prospectus for a Trust of the
principal risks of an investment in that Trust. These include, but are not limited to, the
following:
• The value of the Shares relates directly to the value of the underlying currency held
by the Trust. Fluctuations in the price of the underlying currency could materially
and adversely affect the value of the Shares.
• The USD/foreign currency 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.
• The Shares are a new securities product. Their value could decrease if
unanticipated operational or trading problems were to arise.
• Shareholders will not have the protections associated with ownership of shares in
an investment company registered under the 1940 Act.
• The Shares may trade at a price which is at, above, or below the NAV per Share.
• The possible sale of the underlying currency by the Trusts to pay expenses, if
required, will reduce the amount of currencies represented by each Share on an
ongoing basis regardless of whether the price of a Share rises or falls in
response to changes in the price of the underlying currency.
• The sale of the Trusts’ deposited currency, if necessary, to pay expenses at a time
when the price of the currency is relatively low could adversely affect the value of
the Shares.
ISE Regulatory Information Circular – April 1, 2008
4
• Substantial sales of the underlying currency by the official sector could adversely
affect an investment in the Shares.
Exchange Rules Applicable to Trading in the Shares
Trading in the Shares on ISE is subject to ISE equity trading rules
.
Trading Hours
The Shares will trade on ISE between 9:00 a.m. and 4:00 p.m. Eastern Time.
Trading Halts
ISE will halt trading in the Shares of a Trust in accordance with ISE Rule 2101(a)(2)(iii)
.
The grounds for a halt under this Rule include a halt by the primary market because it
stops trading the Shares and/or a halt because dissemination of the IIV or applicable
currency spot price has ceased, or a halt for other regulatory reasons. In addition, ISE
will stop trading the Shares of a Trust if the primary market de-lists the Shares.
Delivery of a Prospectus
Consistent with the requirements of the Securities Act and the rules thereunder,
investors purchasing Shares in the initial public offering and anyone purchasing Shares
directly from the Trusts must receive a prospectus. In addition, Equity EAMs are required
to deliver a prospectus to all purchasers of newly-issued Shares (i.e. during the initial
public offering). Equity EAM s purchasing shares from the Trusts for resale to investors
will deliver a prospectus to such investors.
Prospectuses may be obtained through the Trust’s website at www.currencyshares.com
.
The prospectus does not contain all of the information set forth in the registration
statement (including the exhibits to the registration statement), parts of which have been
omitted in accordance with the rules and regulations of the SEC. For further information
about the Trusts, please refer to the registration statement.
Exemptive, Interpretive and No-Action Relief Under Federal Securities Regulations
The SEC has issued exemptive, interpretive or no-action relief from certain provisions of
rules under the Securities Exchange Act of 1934 (the “Act”) regarding trading in the
Shares. As this is only a summary of the relief granted by the SEC, interested members
should consult the Letter dated June 21, 2006 from Racquel L. Russell, Esq., Branch
Chief, Division of Market Regulation, to George T. Simon, Foley & Lardner LLP, and the
Letter dated January 19, 2006 from James A Brigagliano, Assistant Director, SEC
Division of Market Regulation to Michael Schmidtberger, Sidley, Austin, Brown & Wood,
for more complete information regarding the trading practices relief granted by the SEC.
Borrowing and Delivery Requirements
No Equity EAM shall accept, represent or execute for its own account or the account of
any other person an order to sell Shares on the ISE unless such Equity EAM complies
with Regulation SHO under the Exchange Act; provided, however, that transactions,
securities or persons exempted from Regulation SHO under the Exchange Act by
ISE Regulatory Information Circular – April 1, 2008
5
paragraph (d) of Rule 242.203 of Regulation SHO also are exempted from the
requirements of this paragraph.
Regulation M Exemptions
Generally, Rules 101 and 102 of Regulation M prohibit any "distribution participant" and
its "affiliated purchasers" from bidding for, purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of a distribution until after
the applicable restricted period, except as specifically permitted in Regulation M. The
provisions of the Rules apply to underwriters, prospective underwriters, brokers, dealers,
and other persons who have agreed to participate or are participating in a distribution of
securities, and affiliated purchasers of such persons.
The SEC has granted an exemption from paragraph (d) of Rule 101 under Regulation M
to permit persons who may be deemed to be participating in a distribution of Shares to
bid for or purchase Shares during their participation in such distribution. The SEC also
has granted an exemption from Rule 101 to permit the Distributor to publish research
during the applicable restricted period on the Trusts’ website.
Rule 102 of Regulation M prohibits issuers, selling security holders, or any affiliated
purchaser of such person from bidding for, purchasing, or attempting to induce any
person to bid for or purchase a covered security during the applicable restricted period in
connection with a distribution of securities effected by or on behalf of an issuer or selling
security holder. Rule 100 of Regulation M defines “distribution” to mean any offering of
securities that is distinguished from ordinary trading transactions by the magnitude of the
offering and the presence of special selling efforts and selling methods. The SEC has
granted an exemption from paragraph (e) of Rule 102 to permit the Trusts and their
respective affiliated purchasers to redeem Shares during the continuous offering of the
Shares.
Section 11(d)(1); SEC Rules 11d1-1 and 11d1-2
Section 11(d)(1) of the Exchange Act generally prohibits a person who is both a broker
and a dealer from effecting any transaction in which the broker-dealer extends credit to a
customer on any security which was part of a new issue in the distribution of which he or
she participated as a member of a selling syndicate or group within thirty days prior to
such transaction.
The SEC has taken a no-action position under Section 11(d)(1) of the Exchange Act if
broker-dealers (other than the Distributor) that do not create or redeem Shares but
engage in both proprietary and customer transactions in Shares exclusively in the
secondary market extend or maintain or arrange for the extension or maintenance of
credit on Shares in connection with such secondary market transactions.
The SEC has also taken a no-action position under Section 11(d)(1) of the Exchange Act
that broker-dealers (other than the Distributor) may treat Shares of the Trusts, for
purposes of Rule 11d1-2, as “securities issued by a registered . . . open-end investment
company as defined in the Investment Company Act” and thereby, extend credit or
maintain or arrange for the extension or maintenance of credit on the Shares that have
ISE Regulatory Information Circular – April 1, 2008
6
been owned by the persons to whom credit is provided for more than 30 days, in
reliance on the exemption contained in the rule.
The SEC has also taken a no-action position under Section 11(d) of the Exchange Act if
an Authorized Participant (“AP”) extends or maintains or arranges for the extension or
maintenance of credit on Shares in reliance on the class exemption granted in the Letter
re: Derivative Products Committee of the Securities Industry Association (“SIA”)
(November 21, 2005), provided (1) that the AP does not receive from the Trust, directly
or indirectly, any payment, compensation or other economic incentive to promote or sell
the Shares to persons outside the Trust, other than non-cash compensation permitted
under FINRA Rule 2830(I)(5)(A), (B), or (C); and (2) the AP does not extend, maintain or
arrange for the extension or maintenance of credit to or for a customer on Shares before
thirty days from the start of trading in the Shares (except as otherwise permitted
pursuant to Rule 11d1-1). (See letter from Catherine McGuire, Chief Counsel, SEC
Division of Market Regulation, to SIA Derivative Products Committee, dated November
21, 2005, available on http://www.sec.gov
.)
This Regulatory Information Circular is not a statutory prospectus. ISE Equity
EAMs should consult the prospectus for a Trust and the Trusts’ website at
www.currencyshares.com
for relevant information.
Please contact me with any inquiries regarding this Regulatory Information Circular.
ISE Regulatory Information Circular – April 1, 2008
7
Appendix A
Exchange-Traded Fund Symbol CUSIP Number
Appendix A –CurrencyShares
Ticker Fund Name CUSIP
FXA CurrencyShares Australian Dollar Trust 23129U 10 1
FXB CurrencyShares British Pound Sterling Trust 23129S 10 6
FXC CurrencyShares Canadian Dollar Trust 23129X 10 5
FXE CurrencyShares Euro Trust 23130C 10 8
FXF CurrencyShares Swiss Franc Trust 23129V 10 9
FXM CurrencyShares Mexican Peso Trust 23130H 10 7
FXS CurrencyShares Swedish Krona Trust 23129R 10 8
FXY CurrencyShares Japanese Yen Trust 23130A 10 2