SEC Division of Trading and Markets no-action letter: Commodity-based Investment Vehicles Class Letter — SEC — US

UNITED STATES
SECURlTIES AND EXCHANGE COMMlSSlON
WASHINGTON, D.C. 20549
DIVISION OF
MARKET REGULATION
June 2 1,2006
George T. Simon, Esq.
Foley & Lardner LLP
321 Nodh Clark Street
Suite 2800
Chicago, IL 60610-4764
Re: CurrencyShares British Pound Sterling Trust, CurrencyShares Australian Dollar Trust, CurrencyShares Canadian Dollar Trust, CurrencyShares Mexican Peso Trust, CurrencyShares Swedish Krona Trust, and CurrencyShares Swiss Franc Trust File No. TP 06-81 Dear Mr. Simon:
In your letter dated June 20,2006,' you request on behalf of Rydex Specialized Products LLC (the "Sponsor") exemptions fiom, or interpretive or no-action advice regarding, Rule 10a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 200(g) of Regulation SHO, and Rules 101 and 102 of Regulation M in respect of trading of the shares of the CurrencyShares British Pound Sterling Trust, CurrencyShares Australian Dollar Trust, CurrencyShares Canadian Dollar Trust, CurrencyShares Mexican Peso Trust, CurrencyShares Swedish Krona Trust, and CurrencyShares Swiss Franc Trust (each, a LLTru~t" and, collectively, the trust^'^) on the New York Stock Exchange (the "Exchange") or any other national securities exchange or national securities association. The Sponsor requests this relief on behalf of itself, the Trusts, the Trustee, the Exchange, and persons engaging in transaction in shares of the Trusts ("Shares"). As noted in your letter, the staff of the Division of Market Regulation ("Staff ') or the Securities and Exchange Commission ("Commission7') has granted relief similar to that requested by the Trusts in connection with the shares of other commodity-based, exchange traded investment vehicles, including those that hold physical commodities,2 or foreign-based currency,3 or that are I We have enclosed a photocopy of your letter. Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter. 2 See Letters fiom James A. Brigagliano, Esq., Assistant Director, Division of Market Regulation, to David Yeres, Esq., Clifford Chance US LLP, dated January 27, 2005 (ishares COMEX Gold Trust) and to Kathleen H. Moriarty Esq., Carter, Ledyard & Milburn LLP, dated November 17,2004 (streetTRACKS Gold Trust); and Letter fiom James A. Brigagliano, Esq., Acting Associate Director, Division of Market Regulation, to David Yeres, Esq., Clifford Chance US LLP, dated April 27,2006 (ishares Silver Tnist). 3 1' I See Letter fiom James A. Brigagliano, Esq., Assistant Director, Division of Market Regulation, to George T. I Simon, Esq., Foley & Lardner LLP, dated December 5,2005 (Euro Currency Trust).

George T. Simon, Esq.
Foley & Lardner LLP
June 21,2006 organized as commodity pools4 ("Commodity-Based Investment Vehicles" or "cBNs").~ The Trusts and other CBIVs share a number of similar features, including:
The CBN shares are listed and trade on a national securities exchange or national securities association that has obtained approval of a rule change fiom the Commission pursuant to Rule 19b-4 or are listed pursuant to listing standards approved pursuant to Rule 19b-4(e) under the Exchange Act regarding the listing and trading of the CBN's shares; The CBIV is not an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and is not required to register under the Investment Company Act; The CBIV continuously:
(i) Issues and redeems shares in aggregations of at least 50,000 shares in exchange for specified amounts of a physical commodity (and a specified amount of cash deposit, if required) or a particular foreign-based currency, with the objective of reflecting the performance of a designated spot price of the physical commodity, currency, or futures contracts on the physical commodity; (ii) Issues and redeems shares in aggregations of at least 50,000 shares in exchange for specified amounts of a physical commodity and/or commodity futures contracts and/or cash and/or U.S. Treasury securities or other high credit quality short-term fixed-income or similar securities, with the objective of tracking the performance of a specified commodity index; or (iii) Issues and redeems shares in aggregations of at least 50,000 shares in exchange for specified amounts of a physical commodity andlor commodities futures contracts andfor cash and/or U.S. Treasury securities or other high credit quality short-term fixed-income or similar securities, with the objective of reflecting the price of designated futures contracts on a physical commodity. Intra-day prices of CBN shares and underlying benchmarks, and an indicative value of the CBIV shares, are publicly disseminated throughout the trading day. In considering the appropriateness of relief with respect to CBNs, the Staff has considered that CBIVs continuously issue and redeem shares at net asset value in aggregations of at least 50,000 shares (or such other amount where the value of a creation unit aggregation is at least $1 million). In addition, we understand that the market value of CBN shares rises or falls based primarily on changes in the value of the CBN holdings, which generally correlate with increases and decreases in the value of a benchmark physical commodity or particular currency spot price, 4 See Letter from James A. Brigagliano, Esq., Assistant Director, Division of Market Regulation, to Michael Schmidtberger, Esq., Sidley Austin Brown & Wood LLP, dated January 19,2006 (DB Commodity Index Tracking Fund); and Letter from James A. Brigagliano, Esq., Acting Associate Director, Division of Market Regulation, to James M. Cain, Esq., Sutherland, Asbill & Brennan LLP, dated April 7,2005 (US. Oil Fund). 5 For purposes of this letter, "CBIVs" do not include products that directly or indirectly invest in instruments that are securities (except for U.S. Treasury securities or other high credit quality short-term fured-income or similar securities), futures on security indexes, or swaps on securities.

George T. Simon, Esq.
Foley & Lardner LLP
June 2 1,2006
3 of3 commodity index, or commodity futures contracts. Therefore, neither the creation nor the redemption of CBIV shares, nor purchases or sales of CBIV shares in the secondary market, significantly impact their net asset value, and such transactions do not have a significant impact on the market value of CBIV shares. The creation, redemption, and secondary market transactions in Shares do not appear to result in the abuses that Rule 10a-1 under the Exchange Act, Rules 101 and 102 of Regulation M, and Rule 200(g) of Regulation SHO were designed to prevent and, therefore, the Staff will not recommend to the Commission enforcement action under Rule 10a-1 under the Exchange Act, Rules 101 and 102 of Regulation M, or Rule 200(g) of Regulation SHO with regard to persons and entities engaging in the creation, redemption, and secondary market transactions in Shares. In addition, the Staff will no longer respond to requests for relief fi-om Rule 10a-1 under the Exchange Act, Rules 101 and 102 of Regulation M, and Rule 200(g) of Regulation SHO relating to other CBNs, unless they present novel or unusual issues. The foregoing no-action positions taken under Rule 10a-1 under the Exchange Act, Rules 101 and 102 of Regulation M, and Rule 200(g) of Regulation SHO are based solely on your representations and the facts presented, and are strictly limited to the application of those rules to transactions involving Shares under the circumstances described above and in your letter. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations. Moreover, the foregoing no-action positions taken under Rule 10a-1 under the Exchange Act, Rules 101 and 102 of Regulation M, and Rule 200(g) of Regulation SHO are subject to the condition that such transactions in Shares or any related securities are not made for the purpose of creating actual, or apparent, active trading in or raising or otherwise affecting the price of such securities. The foregoing no-action positions are subject to modification or revocation as necessary or appropriate. In addition, persons relying on these no-action positions are directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 9(a), 10(b), and Rule 10b-5 thereunder. Responsibility for compliance with these and other provisions of the federal or state securities laws must rest with persons relying on these no-action positions. The Staff expresses no view with respect to other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of other federal or state laws or rules or regulations of any self-regulatory organizations to, the proposed transactions. Very truly yours, Racquel L. Russell Branch Chief Office of Trading Practices and Processing Division of Market Regulation

FOLEY & LARDNER LLP
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
,JLPS\Qfi
Tlw#~%~~~agliano vgkt1ng Associate Director
321 NORTH CLARK STREET
SUITE 2800
CHICAGO, IL 60610-4764
June 20,2006 312.832.4500 TEL
312.832.4700 FAX
www.foley.com
CLIENT/MATTER NUMBER
058081-0113
-
Office of Trading Practices and Processing
Division of Market Regulation
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549- 100 1
Re: Request of Rydex Specialized Products LLC d/b/a "Rydex Investments" for Exemptive, Interpretative or No-Action Relief from Rule 10a-1 under, Rules 101 and 102 of Regulation M under, Rule 200(g) of Regulation SHO under the Securities Exchange Act of 1934, as amended, for CurrencyShares British Pound Sterling Trust, CurrencyShares Australian Dollar Trust, CurrencyShares Canadian Dollar Trust, CurrencyShares Mexican Peso Trust, CurrencyShares Swedish Krona Trust and CurrencyShares Swiss Franc Trust Dear Mr. Brigagliano:
We are writing on behalf of Rydex Specialized Products LLC, sponsor (the "Sponsor") of CurrencyShares British Pound Sterling Trust, CurrencyShares Australian Dollar Trust, CurrencyShares Canadian Dollar Trust, CurrencyShares Mexican Peso Trust, CurrencyShares Swedish Krona Trust and CurrencyShares Swiss Franc Trust (each, a "Trust" and, collectively, the "Trusts"). The Sponsor, on behalf of itself, the Trusts, The Bank of New York as trustee of the Trusts (along with any successor trustee, "Trustee"), JPMorgan Chase, N.A., London Branch, as the depository for the Trusts ("Depository"), Rydex Distributors, Inc. as the distributor for the Trusts ("Distributor"), and various financial institutions1 as the initial purchasers ("Initial Purchasers"), the New York Stock Exchange, Inc. ("NYSE") and any other national securities ' Bear Hunter Structured Products LLC will be the Initial Purchaser for CurrencyShares Australian Dollar Trust, CurrencyShares Swedish Krona Trust and CurrencyShares Swiss Franc Trust. Goldman Sachs Execution & Clearing LLP will be the Initial Purchaser for CurrencyShares British Pound Sterling Trust and CurrencyShares Canadian Dollar Trust. LaBranche and Company, Inc. will be the Initial Purchaser for CurrencyShares Mexican Peso Trust.

exchange or national securities association (each, an "Other ~xchame~") (NYSE and any Other Exchange being collectively referred to as the "Exchanae") and persons or entities engaging in securities transactions of shares of the Trusts ("Shares"), hereby requests, as appropriate, from the Staff (the "Staff') of the Securities and Exchange Commission (the "Commission") or from the Commission itself, exemptions from, or interpretive or no-action advice or relief regarding, Rule 10a-1 under, Rules 101 and 102 of Regulation M under, Rule 200(g) of Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchanae Act"). The Trusts' operations and the duties and responsibilities of the Sponsor will be identical to those of Euro Currency Trust ("Euro Trust"), as described in the Euro Currency Trust noaction letter made publicly available on December 5, 2005 ("Euro Currency"). Further, each Trust will operate in the same manner as each other Trust with the only significant difference being the underlying foreign currency held by each Trust. The Sponsor believes that the relief requested in this letter is consistent with the public interest and the protection of investors and would further the purposes intended by the policies and provisions of the Exchange.

The Trusts and the Shares
A. The Trusts' Passive Structure and Limited Activities The Trusts were organized on June 8, 2006, as grantor trusts under New York law pursuant to Depositary Trust Agreements (the "Trust Agreements"). The purpose of each Trust is to hold the currency identified in the name of the Trust for the benefit of owners of the Shares of such Trust. Each Trust will issue Shares in 50,000-Share units (each unit, a "Basket") that represent fractional, undivided beneficial interest in, and ownership of, such Trust. The Trusts are expected from time to time to issue Baskets in exchange for deposits of the applicable currency and to distribute such currency in connection with redemptions of Baskets. The Shares will be listed for trading on the NYSE. Each Trust's business or activity is limited to (i) issuing Baskets in exchange for the deposit of currency with the Trust and distributing currency from the Trust in connection with the redemption of Baskets, (ii) holding through the Depository the currency on deposit with the Trust, (iii) paying dividends to owners of the Shares, and (iv) paying the expenses of the Trust and selling currency if needed to pay those expenses. The currency held by each Trust will only be sold (1) if needed to pay Trust expenses, (2) in the event the Trust terminates and liquidates 2 If the Sponsor, on behalf of the Trusts, ultimately lists the Shares on an Other Exchange, the Shares will be listed in accordance with the Other Exchange's listing standards that are, or will become, effective pursuant to
Section 19(b) of the Exchange Act. If the Shares also trade on an Other Exchange pursuant to unlisted trading
privileges, such trading will be conducted pursuant to self-regulatory organization rules that have become effective pursuant to Section 19(b) of the Exchange Act. See also footnote 3 and related text, infia.

its assets or (3) as otherwise required by law or regulation. The sale of currency by any Trust is a taxable event to shareholders of the Trust ("Shareholders"). The Trusts are passive investment vehicles and the Trustee has no discretion regarding use of the currency in the Trusts. The Trusts have no directors, officers or employees nor do they have audit committees. The Trusts act only through the Trustee and Sponsor, as permitted under and directed by the Trust Agreements. The Trusts are not registered as investment companies under the Investment Company Act of 1940 and are not required to register under such Act. The Trusts create and redeem Shares from time to time, but only in whole Baskets. The number of Shares of each Trust outstanding is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. The creation and redemption of Baskets requires the delivery to the Trusts or the distribution by the Trusts of the amount of currency represented by the Baskets being created or redeemed. Baskets may be created or redeemed only by a Depository Trust Company ("m) participant that is a registered broker-dealer or else is exempt from being (or otherwise is not be required to be) registered or regulated as a broker-dealer and that has entered into a participant agreement ("Participant Ameement") with the Trustee ("Authorized Partici~ants"). Only Authorized Participants may place orders with the Trustee to create or redeem Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the Baskets that they purchase from the Trusts. Each Trust's assets will consist only of the currency identified in the name of the Trust on demand deposit in an interest-bearing account denominated in such currency ("Interest Account") or a non-interest bearing account denominated in such currency ("Non-Interest Account"). The currency of each Trust will primarily be held in that Trust's Interest Account. The Non-Interest Account for each Trust will be used by the Trustee to make certain accounting adjustments relating to accrued but unpaid interest and the account will be used for the deposit of currency earned as interest on the corresponding Interest Account prior to its distribution to Shareholders. JPMorgan Chase Bank, N.A., London Branch, is the Depository. The Depository accepts Trust currency deposited with it by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of the applicable currency into and out of each Trust through the Interest Account and Non-Interest Account maintained with it by each Trust. The Depository will not be paid a fee for its services to the Trusts, but will charge the Trusts typical maintenance and transaction fees in connection with the day-to-day operation of each Interest Account and Non-Interest Account. The Depository may earn a "spread" or "margin" over the rate of interest it pays to the
Trusts on the currency deposit balances. The Trusts will not hold any derivative products. Each Share represents a proportional interest, based on the total number of Shares outstanding, in the currency owned by the Trusts (including accrued interest), less accrued but unpaid expenses of the Trusts. The Sponsor expects that the price of a Share will fluctuate in response to fluctuations in the price of the currency and that the

price of a Share will generally reflect accumulated interest as well as the estimated accrued but unpaid expenses of the Trusts. Investors may obtain, 24 hours a day, foreign exchange pricing information based on the spot price of each currency from various financial information service providers. Current spot prices are also generally available with bidlask spreads from foreign exchange dealers. In addition, the website for the Trusts (www.currencyshares.com) will provide ongoing pricing information for currency spot prices and the Shares. Market prices for the Shares will also be available from a variety of sources, including brokerage firms, information websites and other information service providers. The net asset value ("NAV") of the Trusts will be published by the Sponsor on each day that the NYSE is open for regular trading and will be posted on the website for the Trusts. The Trustee determines the NAV of each Trust. In doing so, the Trustee values the currency held by such Trust on the basis of the Noon Buying Rate, which, for British Pound Sterling held by CurrencyShares British Pound Sterling Trust and Australian Dollars held by CurrencyShares Australian Dollar Trust is the U.S. Dollar ("USD")/foreign currency exchange rate, and for the remaining Trusts is the foreign currency/USD exchange rate, as determined by the Federal Reserve Bank of New York as of 12:OO p.m. (New York time) on each day that the NYSE is open for regular trading. If, on a particular evaluation day, the Noon Buying Rate has not been determined and announced by 2:00 p.m. (New York time), for a currency, then the most recent Federal Reserve Bank of New York determination of the Noon Buying Rate will be used to determine the NAV of that particular Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation. In the event that the Trustee and the Sponsor determine that the most recent Federal Reserve Bank of New York determination of the Noon Buying Rate is not an appropriate basis for valuation of any Trust's currency, they will determine an alternative basis for such evaluation to be employed by the Trustee for such Trust. The Trustee also determines the NAV per Share for each Trust, which equals the NAV of such Trust divided by the number of outstanding Shares. Each Trust will terminate upon the occurence of any of the termination events listed in its Trust Agreement and will otherwise terminate in 2046. The Sponsor of each Trust is Rydex Specialized Products LLC, a Delaware limited liability company doing business as "Rydex Investments." The Sponsor is responsible for establishing the Trusts and for the registration of the Shares. The Sponsor generally oversees the performance of the Trustee and the Trusts' principal service providers, but does not exercise dayto-day oversight over the Trustee or such service providers. The Sponsor regularly communicates with the Trustee to monitor
the overall performance of the Trusts. The Sponsor, with assistance and support from the Trustee, is responsible for preparing and filing periodic reports on behalf of the Trusts with the SEC. The Sponsor will designate the independent certified public accountants of the Trusts and will employ legal counsel for the Trusts. The Bank of New York, a banking corporation with trust powers organized under the laws of the State of New York, serves as the Trustee. The Trustee is generally responsible for the

day-to-day administration of the Trusts, including keeping the Trusts' operational records. The Trustee's principal responsibilities include selling a Trust's currency if needed to pay Trust expenses, calculating the NAV and the NAV per Share, receiving and processing orders fiom Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC. The Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trusts. The Trustee, along with the Sponsor, consults with the Trusts' legal, accounting and other professional service providers as needed. The Trustee assists and supports the Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trusts. Rydex Distributors, Inc. (the "Distributor") will assist the Sponsor in developing a marketing plan for the Trusts, preparing marketing materials regarding the sharks, including the content on the website for the Trusts, executing the marketing plan for the Trusts, and providing strategic and tactical research on the global foreign exchange market. The Sponsor may determine to engage additional or successor distributors. The Sponsor and the Distributor are affiliates and, as such, there is no written agreement between them and the Distributor receives no compensation for its services to the Trusts. B. The Shares As described further in this letter; Shares will be issued and redeemed by the Trusts in Baskets only, and only Authorized Participants will be allowed to create or redeem Baskets. The Trustee is authorized under each Trust Agreement to create and issue an unlimited number of Shares for each Trust. The Trustee will create Shares only in Baskets and only upon the order of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust and have no par value. Any creation and issuance of Shares above the amount registered with the SEC on each Trust's registration statement (a "Registration ~tatement")~ will be registered with the SEC (and listed on the NYSE). The listing and the trading of the Shares on the NYSE are subject to the NYSE's listing requirements and rules.' For a full description, see the section of the preliminary prospectus for each Trust entitled "Creation and Redemption of Shares." The Sponsor, on behalf of the Trusts, filed a Form S-1 for each Trust on March 13, 2006. See Registration No. 333-132362 for CurrencyShares Australian Dollar Trust; Registration No. 333-132361 for CurrencyShares British Pound Sterling Trust; Registration No. 333-132363 for CurrencyShares Canadian Dollar Trust; Registration No. 333-132367 for CurrencyShares Mexican Peso Trust; Registration No. 333-132366 for CurrencyShares Swedish Krona Trust; and Registration No. 333-132364 for Swiss Franc Trust. 5 The NYSE has filed rule changes pursuant to Commission Rule 19b-4 and Section 19(b) of the
Exchange Act for Commission approval of its listing and trading of Shares.

If any Trust is terminated and liquidated, then the Trustee will distribute to the Shareholders, upon surrender of their Shares, any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee shall determine. All distributions will be made in U.S. dollars. The Trustee will effectuate the conversion and will determine the exchange rate, which will be proximate to the Noon Buying Rate on the record date for the distribution. Shareholders of record on the record date fixed by the Trustee for any distribution will be entitled to receive their pro-rata portions of the distribution. All Shares will be evidenced by global certificates issued by the Trustee to DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates will evidence all of the Shares outstanding at any time. Under the Trust Agreements, an Authorized Participant must (1) be a registered broker-dealer or else be exempt from being (or otherwise not be required to be) registered or regulated as a broker-dealer, (2) be a DTC participant and (3) have entered into a Participant Agreement with the Trustee. The Shares will be transferable only through the book-entry system of DTC. A Shareholder that is not a DTC Participant will only be able to transfer its Shares through DTC by instructing the DTC Participant holding its Shares (or by instructing a person that, by clearing securities through, or maintaining a custodial relationship with, a DTC participant, has access to the DTC clearing system or other entity through which its Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.
C. Brief Overview of the Creation and Redemption of Shares
Each Trust creates and redeems Shares in Baskets on a continuous basis. The creation and redemption of Baskets requires the delivery to a Trust or the distribution by such Trust of the amount of currency represented by the Baskets being created or redeemed. Authorized Participants are the only persons that may place orders to create and redeem Baskets. The Participant Agreement states the procedures for the creation and redemption of Baskets and for the delivery of currency required for creations and redemptions. The Participant Agreement 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. Authorized Participants who make deposits with 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 any Trust to effect any sale or resale of Shares. Certain Authorized Participants are expected to have the facility to participate directly in the global foreign exchange market. In some cases, an Authorized Participant may acquire currency from, or sell currency to, an affiliated foreign exchange trading desk, which may profit in these instances. The Sponsor believes that the size and operation of the foreign exchange market make it unlikely that an Authorized Participant's direct activities in the foreign exchange and securities markets will impact the price of any applicable currency or the price of Shares.

Each Authorized Participant will be registered as a broker-dealer under the Exchange Act and will be regulated by the NASD, or else will be exempt from being (or otherwise will not be required to be) so registered or regulated, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may be regulated under federal and state banking laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines to be appropriate in light of its own regulatory regime. Authorized Participants may act for their own accounts or as agents for broker-dealers, depositaries and other securities or foreign currency market participants that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. D. Summary of Procedures for the Creation of Baskets On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. Purchase orders placed by 4:00 p.m. New York time on a business day will have that day as the purchase order date. Purchase orders placed after 4:00 p.m. New York time on a business day will have the next business day as the purchase order date. By placing a purchase order, an Authorized Participant agrees to deposit currency with the applicable Trust, as described below. Before the delivery of Baskets for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the purchase order. The total deposit required to create each Basket, called the "Basket Amount," is an amount of currency bearing the same proportion to the number of Baskets to be created as the total assets of a Trust (net of estimated accrued but unpaid expenses) bears to the total number of Baskets outstanding on the date that the order to purchase is properly received. The amount of the required deposit is determined by dividing the number of units of currency (e.g. Australian Dollars) held by a Trust (net of estimated accrued but unpaid expenses) by the number of Baskets outstanding. All questions as to the composition of a Basket Amount are determined with finality by the Trustee. An Authorized Participant who places a purchase order is responsible for delivering the Basket Amount to the Interest Account in accordance with the procedures set forth in the Particpant Agreement. Authorized Participants will use the SWIFT system to make timely deposits through their bank correspondents in London. Upon receipt of the currency deposit of an Authorized Participant, the Trustee will direct DTC to credit the number of Baskets ordered to the Authorized Participant's DTC account. The expense and risk of delivery, ownership and safekeeping of currency until such currency has been received by the Depository will be
borne solely by the Authorized Participant.

E. Reiection of Purchase Orders
The Depository may reject a purchase order or a Basket Amount 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. F. Summary of Procedures for the Redemption of Baskets The procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders placed by 4:00 p.m. New York time on a business day will have that day as the redemption order date. Redemption orders placed after 4:00 p.m. New York time on a business day will have the next business day as the redemption order date. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Basket or to redeem Baskets other than through an Authorized Participant. The redemption distribution from the applicable Trust is a wire transfer to an account of the redeeming Authorized Participant identified by the Authorized Participant. The amount of currency redeemed will equal the amount of the currency held by the Trusts (plus any accrued but unpaid interest less any accrued but unpaid expenses) divided by the total number of Baskets outstanding on the second business day after the redemption order date. All questions as to the amount of a redemption distribution are determined with finality by the Trustee. The redemption distribution due from the applicable Trust is delivered to the Authorized Participant when the Trustee's DTC account has been credited with the Baskets to be redeemed, in accordance with the procedures set forth in the Participant Agreement. The Depository wires the redemption amount from the Interest Account to an account of the redeeming Authorized Participant identified by the Authorized Participant. G. Suspension or Reiection of Redemption Orders The Trustee will only suspend or reject redemption orders when it is prevented from effecting redemptions by reason of any provision of any present or future law, any act of God or war or terrorism or other circumstances beyond the control of the Trustee. H. Creation and Redemption Transaction Fee An Authorized Participant will pay a $500 transaction fee to the Trustee, which will not be contributed to the Trusts, for each creation or redemption order. An order may include multiple Baskets. The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. The Trustee shall notify DTC of any agreement to

change the transaction fee and will not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice.
I. The Formation of the Trusts and the Initial Offering
The initial amount of currency units that must be deposited for issuance of one Basket or that is deliverable upon surrender of one Basket, the Basket Amount, will be 5,000,000 units for CurrencyShares British Pound Sterling Trust, CurrencyShares Australian Dollar Trust, CurrencyShares Canadian Dollar Trust and CurrencyShares Swiss Franc Trust (together, the "Group A Trusts"). The initial Basket Amount will be 50,000,000 units for CurrencyShares Mexican Peso Trust and CurrencyShares Swedish Krona Trust (together, the "Group B Trusts"). The amount of currency units comprising the Basket Amount is expected to change over time based on a variety of factors. The Trustee, in consultation with the Sponsor, may from time to time increase or decrease the number of Shares comprising a Basket. As described in the Registration Statements and amendments thereto, on June 8, 2006, the Sponsor deposited 100 currency units for each Group A Trust and 1,000 currency units for each Group B Trust in the Interest Account in exchange for one Share of each Trust. That same day the Trustee instructed DTC to record, and DTC recorded, each Share as owned by the Sponsor. The Sponsor has purchased each Share solely for the purpose of forming the Trusts and the Sponsor will redeem the Shares for 100 and 1,000 currency units, as applicable, immediately after the SEC declares effective the Registration Statements. In order to provide liquidity for Shares when they first commence trading, the Initial Purchasers (identified in Footnote 1) will, pursuant to an agreement with the Sponsor, deposit 15,000,000 currency units for each Group A Trust and 150,000,000 currency units for each Group B Trust in the appropriate Interest Account and the Trustee will instruct DTC to record, and the Trustee will instruct DTC to record three Baskets totaling 150,000 Shares or 1,500,000 Shares, respectively (consisting of 100 or 1,000 currency units per Share, respectively) as owned by the Initial Purchasers (the "Initial Shares"). The Initial Purchasers intend to offer to the public the Initial Shares at a per-Share offering price that will vary depending on, among other factors, the price of the Shares on the NYSE at the time of the offer. Shares offered by the Initial Purchasers at different times may have different offering prices. The Initial Purchasers will not receive from the Trusts, the Sponsor, the Distributor or any of their affiliates any fee or other compensation in connection with the sale of the Shares. The Sponsor will initially register a significant number of shares for each rust^ which will be resold by Authorized Participants at different offering prices, depending upon the then current market for the Shares. The Sponsor will register the following amounts with respect to each Trust: CurrencyShares British Pound Sterling Trust - 8,000,000 shares; CurrencyShares Australian Dollar Trust - 13,500,000 shares; CurrencyShares Canadian Dollar Trust -1 1,500,000 shares; CurrencyShares
Mexican Peso Trust - 12,000,000 shares; CurrencyShares Swedish Krona Trust - 7,500,000 shares; and CurrencyShares Swiss Franc Trust - 12,500,000 shares.

Overview of the Foreign Exchange Industry and the Trading Market for Shares
The foreign exchange market is the largest and most liquid financial market in the world. As of April 2004, the foreign exchange market experienced average daily turnover of approximately $1.88 trillion, which was a 57% increase (at current exchange rates) from 2001 daily averages. The foreign exchange market is predominantly an over-the-counter market, with no fixed location and it operates 24 hours a day, seven days a week. London, New York and Tokyo are the principal geographic centers of the world-wide foreign exchange market, with approximately 58% of all foreign exchange business executed in the U.K., U.S. and Japan. Other, smaller markets include Singapore, Zurich and Frankfurt. There are three major kinds of transactions in the traditional foreign exchange markets:
spot transactions, outright forwards and foreign exchange swaps. "Spot" trades are foreign exchange transactions that settle typically within two business days with the counterparty to the trade. Spot transactions account for approximately 35% of reported daily volume in the traditional foreign exchange markets. "Forward" trades, which are transactions that settle on a date beyond spot, account for 12% of the reported daily volume, and "swap" transactions, in which two parties exchange two currencies on one or more specified dates over an agreed period and exchange them again when the period ends, account for the remaining 53% of volume. There also are transactions in currency options, which trade both over-the-counter and, in the U.S., on the Philadelphia Stock Exchange. Currency futures are transactions in which an institution buys or sells a standardized amount of foreign currency on an organized exchange for delivery on one of several specified dates. Currency futures are traded in a number of regulated markets, including the International Monetary Market division of the Chicago Mercantile Exchange, the Singapore Exchange Derivatives Trading Limited (formerly the Singapore International Monetary Exchange or SIMEX) and the London International Financial Futures Exchange (LIFFE). Over 85% of currency derivative products (swaps, options and futures) are traded OTC. Participants in the foreign exchange market have various reasons for participating. Multinational corporations and importers need foreign currency to acquire materials or goods from abroad. Banks and multinational corporations sometimes require specific wholesale funding for their commercial loan or other foreign investment portfolios. Some participants hedge open currency exposure through off-balance-sheet products. The primary market participants in foreign exchange are banks (including governmentcontrolled central banks), investment banks, money managers, multinational corporations and institutional investors. The most significant participants are the major international commercial banks that act both as brokers and as dealers. In their dealer role, these banks maintain long or short positions in a currency and seek to profit from changes in exchange rates. In their broker role, the banks handle buy and sell orders from commercial customers, such as multinational corporations. The banks earn commissions when acting as agent. They profit from the spread between the rates at which they buy and sell currency for customers when they act as principal.

Typically, banks engage in transactions ranging from $5 million to $50 million in amount. Although banks will engage in smaller transactions, the fees that they charge have made the foreign currency markets relatively inaccessible to individual investors. Some banks allow individual investors to engage in spot trades without paying traditional commissions on the trades. Such trading is often not profitable for individual investors, however, because the banks charge the investor the spread between the bid and the ask price maintained by the bank on all purchases and sales. The overall effect of this fee structure depends on the spread maintained by the bank and the frequency with which the investor trades. Generally this fee structure is particularly disadvantageous to active traders. The Euro Currency Trust, also sponsored by the Sponsor, was the first "exchange-traded fund" for the purpose of trading in foreign currency on a stock exchange. Euro Currency Trust provides, and the Trusts will provide, investors with a cost-effective alternative to directly participating in foreign currency markets. Investors will be able to buy and sell Shares in the same manner as if they were purchasing stock in a NYSE listed company. The Shares will trade in dollars and will transfer through a brokerage account like shares in a publicly-traded company but the price is expected to reflect the relative value of currency held by the Trusts. Because of the potential for arbitrage inherent in the structure of the Trusts, the Sponsor believes that the Shares will not trade at a material discount or premium to the value of the underlying currencies held by the Trusts. The arbitrage process, which in general provides investors the opportunity to profit fiom differences in prices of assets, increases the efficiency of the markets, serves to prevent potentially manipulative efforts and can be expected to operate efficiently in the case of the Shares and currency. If the price of the Shares deviates enough fiom the price of currency to create a material discount or premium, an arbitrage opportunity is created. If the Shares are inexpensive compared to the currency that underlies them, an Authorized Participant, either on its own behalf or acting as agent for investors, arbitrageurs or traders, may buy Shares, immediately redeem Baskets in exchange for currency and sell the currency at a profit. If the Shares are expensive compared to the currency that underlie them, an Authorized Participant may sell the Shares short, buy enough currency to create the corresponding number of Baskets, acquire the Baskets through the creation process and deliver the Shares to close out the short position. In both instances the arbitrageur serves to correct price discrepancies between the Shares and the underlying currency. 3, Resuests for Relief A. Introduction The Sponsor, on behalf of itself, the Trusts, the Trustee, the Initial Purchasers, the Exchange and persons or entities engaging in
transactions in Shares, requests that the Staff or the Commission grant an exemption fiom or interpretive or no-action advice or relief regarding Rule 10a-1 under, Rules 101 and 102 of Regulation M under, Rule 200(g) of Regulation SHO under, the Exchange Act. The Sponsor, on behalf of the Distributor, requests that the Staff or the

Commission grant exemptions from or interpretive or no-action advice or relief regarding Rule 1 0 1 of Regulation M under the Exchange Act. B. Exchange Act Rule 1 0a- 1 Rule 10a-l(a)(l)(i) under the Exchange Act provides that a short sale of an exchangetraded security may not be effected below the last regular-way sale price, nor at such price unless such price is above the next preceding different price at which a sale was reported. The Sponsor requests an exemption from, or interpretive or no-action advice or relief regarding, Rule 10a-1 and believes that such an exemption, advice or relief is appropriate because the Shares will be traded on the NYSE and are securities whose value is based on the applicable underlying currency which trades throughout the world on a 24-hour basis in active markets. Application of Rule 10a-1 to transactions in the Shares would not further the rule's purposes, and exempting such transactions from the rule or adopting a no-action position in connection with such transactions would not be inconsistent with the purposes of the rule. A primary purpose of Rule 10a-1 is to prevent the market price of a stock from being manipulated downward by unrestricted short selling. The Sponsor anticipates, however, that the market value of the Shares will rise or fall based on the changes in the value of the underlying currency and that the price of the Shares would not decline absent a decline in the value of the underlying currency.7 In addition, the Sponsor believes that any temporary disparities in relative market values between the Shares and the underlying currency will tend to be corrected by the arbitrage activity discussed above. Under these circumstances, the Sponsor believes it unlikely that short sales of the Shares could be used to depress their price. In addition to the Euro Currency Trust, the Staff has agreed with this conclusion in the cases of several passive, unrnanaged vehicles; e.g., the streetTRACKS Gold Trust ("Gold Trust"), SPDR Trust, Series 1 ("SPDR Trust"), the MidCap SPDR Trust, Series 1 ("Midcap Trust"), the DIAMONDS Trust, Series 1 ("DIAMONDS Trust"), the NASDAQ-100 Trust, Series 1 ("NASDAQ-100 Trust"), HOLDRs and the BLDRs Index Funds Trust ("BLDRs"), all of which issue exchange-traded securities whose prices reflect a portfolio of securities or underlying commodity.* ' Each Trust will pay ongoing expenses from interest earned on the Trust's Interest Account. If the interest earned on the Interest Account is insufficient to fully pay the expenses, then the Trust will sell currency in the Interest Account to pay the Trust's ongoing expenses. If the Trust sells currency to pay ongoing expenses, then the number of currency units represented by each Share will gradually decrease over time and, assuming a constant currency price, the price of the Shares can be expected to decrease correspondingly. See letter from James A. Brigagliano, Assistant Director, Office of Trading Practices, Division of Market
Regulation to Kathleen H. Moriarty, Esq., Carter, Ledyard & Milburn dated November 17, 2004 (regarding the trading of shares issued by the Gold Trust); see letter from Nancy J. Sanow, Assistant Director, Division of Market Regulation to James F. Duffy, Senior Vice President and General Counsel, the American Stock Exchange ("Amex"), dated January 22, 1993 (regarding the trading of SPDRs issued by the SPDR Trust); see letter from Nancy J. Sanow,

As is the case for investors in the financial products mentioned above, the ability to sell short is important for investors in the Shares, as it will make possible the arbitrage activities described above. Further, the trading market for Shares would be harmed if Rule 10a-1 operated to prevent dealers or exchange specialists fi-om making short sales to satisfy customer demand in the absence of an uptick. This would contradict the public interest in liquid, efficient securities markets. The depth and liquidity of the world markets for foreign currency provide facilities for arbitrage and hedging transactions in the Shares. The Sponsor believes that this arbitrageenhanced linkage, coupled with the inability of traders to create Shares without depositing the applicable currency with the appropriate Trust, should prevent trading in Shares from being manipulated or used to manipulate the market for the underlying currency.
C. Rules 10 1 and 102 of Regulation M
Subject to certain enumerated exceptions, Rules 101 and 102 of Regulation M prohibit a "distribution participant," and the issuer or a selling security holder, respectively, in connection with a distribution of securities, from bidding for or purchasing, or from attempting to induce any person to bid for or purchase, a "covered security" during the applicable restricted period. "Distribution participant" is defined in Rule 100(b) to include an underwriter or prospective underwriter in a particular distribution of securities, or any broker, dealer or other person that has agreed to participate or is participating in such a distribution? Assistant Director, Division of Market Regulation to James F. Duffy, Executive Vice President and General Counsel, Amex, dated April 2 1, 1995 (regarding the trading of MidCap SPDRs); see letter fi-om Lany E. Bergmann, Senior Associate Director, Division of Market Regulation to James F. Durn, Amex, dated January 9, 1998 (regarding the trading of DIAMONDS issued by the DIAMONDS Trust); see letter fiom James A. Brigagliano, Assistant Director, Division of Market Regulation, to James F. Duffy, Executive Vice President and General Counsel, Amex, dated March 3, 1999 (regarding the trading of the Nasdaq-100 Trust), see letter from James A. Brigagliano, Assistant Director, Division of Market Regulation, to Claire P. McGrath, Amex, dated November 3, 1999 (regarding the trading of HOLDRs), see letter fiom James A. Brigagliano, Assistant Director, Division of Market Regulation to Edward S. Knight, Executive Vice President and General Counsel, NASDAQ Stock Market Inc., ("NASDAQ") dated November 12, 2002 (regarding an extension to NASDAQ of the application of "generic" relief previously granted to the AMEX with respect to certain exchange traded funds occasioned by the listing of BLDRs for trading on NASDAQ). We note that Rule 100(b) of Regulation M defines "distribution" for purposes of the Rule as an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished fiom an ordinary trading transaction by the magnitude of the offering and the presence of special selling efforts and selling methods. We acknowledge that a broker-dealer that acts as an Authorized Participant could be deemed under certain circumstances to be an "underwriter" or "distribution participant," as those terms are defined in Rule 100(b), even though such broker-dealer is not part of a syndicate or selling group and receives no fees, commissions or other remuneration fiom the applicable Trust for its activities as Authorized Participant.

The Sponsor requests that the Staff or the Commission grant an exemption or no-action relief from Rule 101, as discussed below, to permit persons that may be deemed to be participating in a distribution of Shares (including the Authorized Participants) to bid for or purchase, redeem or otherwise engage in other secondary market transactions in such Shares during the applicable restricted period. The Sponsor also requests that the Staff or the Commission grant an exemption or no-action relief from Rule 101 to permit the Distributor to publish research during the applicable restricted period.10 Similarly, the Sponsor requests that the Staff or the Commission grant an exemption or no-action relief from Rule 102, as discussed below, to permit the Sponsor, selling security holders or any affiliated persons, and the Trusts and their affiliated purchasers, to bid for or purchase or, indirectly through an Authorized Participant, redeem Shares during the applicable restricted period like an exchange-traded fund ("m') organized as a unit investment Trusts ("UIJ"). The purpose of Rules 101 and 102 is to prevent persons from conditioning the market to facilitate a distribution. Application of Rules 101 and 102 to the Shares in these circumstances would not further the anti-manipulative purposes underlying the Rules. The Staff has previously granted no-action relief with respect to Rule 101 of Regulation M" to the Euro Currency Trust, the Gold Trust, the SPDR Trust, the MidCap Trust, the DIAMONDS Trust and the NASDAQ-100 Trust and other ETFs on substantially similar grounds.12 Although, unlike certain ETFs (including the SPDR Trust, the MidCap Trust, the DIAMONDS Trust and the NASDAQ-100 Trust), the Trusts are not registered investment companies, like these ETFs the Trusts are not able to avail themselves of the exception fiom Rule 101 afforded to an open-end management investment company of a UIT (as such terms are used in the Investment Company Act of 1940). l3 As discussed above, due to the redeemability of Shares in Baskets (and the passive nature of the Trusts) the Sponsor believes that there should be little disparity between the market price lo The Distributor intends to publish certain market-related information on the website for the Trusts during the applicable restricted period, including general information about the foreign currency market (including the currencies underlying the Trusts), specific information regarding the Shares, the net asset value of each Trust's assets and the then-current market prices of the Shares. 'l See also, Bullion Security Corporation, No-Action Letter (pub. avail. Dec. 9, 1988), in which the Commission granted an exemption fiom Rule lob-6 under the Exchange Act to permit the trustee to redeem outstanding units of undivided beneficial interest in the trust (which comprised two portfolios, one holding gold and the other holding gold eagle coins), pursuant to the trust's proposed redemption program and to permit the
sponsor of the trust to purchase trust units pursuant to the sponsor's proposed option during a continuous offering of the trust's units. "See supra note 8. l3 See Rule 10 1 (c) (4).

of a Share and the value of the corresponding currency represented by that share.14 Accordingly, the rationale for exempting redeemable securities of ETFs from the application of Rule 101 is equally applicable to the Shares. Although redemption is subject to the minimum condition of tendering 50,000 Shares, the Trusts, as ETFs, are intended to function like UITs continuously offering their shares. It is in recognition of the special nature of continuous offerings that openend management investment company and UIT securities are exempted under paragraph (c) (4) of Rule 101 and that the Staff has been willing to grant no-action relief to ETFs. Without such an exemption, or no-action relief, each of those issuers could not operate as intended. The Trusts respectfully request that the Staff or the Commission grant an exemption under paragraph (d) of Rule 101 to such effect or adopt a no-action position permitting distribution participants to engage in secondary market transactions in the Shares. Application of Rule 101 in this context would not further the anti-manipulative purposes underlying the Rule. Orders may be placed for Baskets to be created and redeemed, in kind, on any business day. Beneficial owners of Shares also have the benefit of intra-day secondary market liquidity by virtue of the Exchange listing. Because of the redeemability of Baskets and the open-ended character of the Trusts, any significant disparity between the market price of the Shares and the value of underlying currency represented by the Shares should be eliminated by arbitrage. Because their trading value is determined largely by the market value of the Trusts' currency portfolios, neither the creation nor redemption of Shares, nor purchases or sales in the secondary market, will impact the value of currency represented by the Shares, and such transactions should not have a significant impact on the market value of the Shares. In view of the predictable lack of any meaningful potential for the issuance and the secondary market trading of Shares to affect significantly Share pricing, application of Rule 101 to the Distributor and to Authorized Participants that may be participating in a distribution is unnecessary and inappropriate and could hinder Authorized Participants in their creation and redemption activities and undermine the potential beneficial market effects of Share trading and arbitrage. The Sponsor also requests that the Staff or the Commission confirm that, as a result of the redeemable nature of the Shares, the Staff or the Commission would grant an exemption under paragraph (e) of Rule 102 or adopt a no-action position permitting the Trusts to redeem Shares in Baskets during the continuous offering of Shares, and permitting the Trusts' affiliated purchasers, as defined in Rule 100 of Regulation M, to engage in redemption transactions and secondary market transactions in Shares. The purpose of Rule 102 is to prevent persons from manipulating the price of a
security during a distribution and to protect the integrity of the offering process by prohibiting activities that could artificially influence the market for the security being distributed. The Sponsor respectfully submits that the redemption transactions l4 In the event of unanticipated impediments to creations andlor redemptions of Baskets, larger discounts or premiums may occur.

and secondary market transactions described in this letter and the Registration Statements do not constitute a manipulative or deceptive practice for purposes of Rule 102 of Regulation M and that affiliated purchasers should be exempted from the provisions of Rule 102 to permit redemptions of Shares in Baskets during the continuous offering of the Shares. D. Rule 200(~) of Regulation SHO Rule 200(g) of Regulation SHO ("Rule 200(g)") provides that a broker-dealer must mark all sell orders of any equity security as "long," "short" or "short exempt." Rule 200(g)(2) requires that a short sale order must be marked "short exempt" if the seller is relying on an exception from the uptick requirements of Rule 10a-1 of the Exchange Act or any short sale price test of any Exchange. As of January 3, 2005, under Regulation SHO, broker-dealers are generally required to mark "short exempt" all short sales effected in any class of products, or during certain specified periods of time, that have been granted an exemption from a price test, such as that requested by the Sponsor in this letter. The Staff has provided no-action relief to the Securities Industry Association (the "SIA ~etter")'~ that, subject to certain conditions, permits broker-dealers to mark short sales as "short" rather than ''short exempt" for, among otherthings, short sales effected in certain ETFs that had been granted an exemption from a price test. Consistent with the SIA Letter, the Sponsor requests that the Staff not recommend that the Commission take enforcement action under Rule 200(g) of Regulation SHO if a brokerdealer marks "short," rather than "short exempt," a short sale that is effected in Shares of a Trust, subject to the following conditions set forth in the SIA Letter:
"(i) For each exempt short sale, the various market centers that execute such sales have instituted procedures to 'mask' the short sale character of the transaction so that they are executed as short exempt;" "(ii) A broker-dealer executing exempt short sales will mark such sales as 'short,' and in no event will such sales be marked 'long';" and "(iii) The market centers will maintain an audit trail of all such trade executions, which is capable of being produced and subject to review upon request by the Commission and other appropriate regulatory authorities." - - l5 Letter fiom James A. Brigagliano, Division of Market Regulation, to Ira Hammerman, dated January 3, 2005, File No. TP 05-1 1 (granting relief fiom Regulation SHO with regard to ETFs that had previously been granted an exemption fiom a price test). See also Letters fiom James A. Brigagliano, Division of Market Regulation, to: (1) Kathleen H. Moriarty, dated March 9, 2005, File No. TP 04-19, for the Vanguard Emerging Markets Stock Index Fund, Vanguard European Stock Index Fund and Vanguard Pacific Stock Index Fund; (2) Stuart M. Strauss, dated March 2, 2005, File No. TP05-15, with respect to Powershares WilderHill Clean Energy Portfolio Fund; and (3) Jack P. Drogin, dated August 4, 2005, File No. TP 05-88, for the ishares MSCI EAFE Growth Index Fund and ishares MSCI EAFE Value Index Fund.

Additional copies of this letter are enclosed pursuant to Securities Act Release No. 33- 6269 (December 5, 1980). If you have any questions regarding this letter or need any additional information, please do not hesitate to contact the undersigned at (312) 832-4554 or Anders Franzon at (3 12) 832-5 106. If the Staff believes that it is unable to concur with the Sponsor's positions expressed in this letter, we would appreciate the opportunity to discuss the request for relief with the Staff prior to the issuance of a proposed negative response. i 0 c% ge T. Simon Foley & Lardner LLP Counsel for Rydex Specialized Products LLC