UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2007
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32694
CurrencySharesSM Euro Trust
Sponsored by Rydex Specialized Products LLC,
d/b/a Rydex Investments
(Exact name of registrant as specified in its charter)
New York | No. 20-3613421 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
9601 Blackwell Road, Suite 500 Rockville, Maryland |
20850 | |
(Address of principal executive offices) | (Zip Code) |
(301) 296-5100
(Registrants telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
Aggregate market value of registrants common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrants common stock on April 30, 2007 as reported by the New York Stock Exchange on that date: $1,013,134,000
Cautionary Statement Regarding Forward-Looking Information
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995. These statements are predictions and actual events or results may differ materially from those expressed in our forward-looking statements. Risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements.
The value of the Shares relates directly to the value of the euro held by the Trust and fluctuations in the price of the euro could materially adversely affect an investment in the Shares. Readers are urged to review the Risk Factors section beginning on page 3 for a description of other risks and uncertainties that may affect an investment in the Shares.
The discussion and analysis which follows may contain statement that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as anticipate, expect, intend, plan, believe, seek, outlook and estimate as well as similar words and phrases that signify forward-looking statements. Neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of forward-looking statements. Further, these forward-looking statements are made as of the date of this report, and will not be revised or updated to reflect actual results or changes in the Sponsors expectations or predictions.
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INDEX
Caption |
Page | |||
PART I |
||||
Item 1. |
1 | |||
Item 1A. |
3 | |||
Item 1B. |
8 | |||
Item 2. |
8 | |||
Item 3. |
8 | |||
Item 4. |
8 | |||
Part II |
||||
Item 5. |
9 | |||
Item 6. |
10 | |||
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||
Item 7A. |
14 | |||
Item 8. |
14 | |||
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
14 | ||
Item 9A. |
14 | |||
Item 9B. |
15 | |||
PART III |
||||
Item 10. |
16 | |||
Item 11. |
16 | |||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
16 | ||
Item 13. |
16 | |||
Item 14. |
16 | |||
PART IV |
||||
Item 15. |
17 |
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Item 1. | BUSINESS |
OVERVIEW
The CurrencySharesSM Euro Trust (the Trust) is a grantor trust that was formed on December 5, 2005. The Trust issues shares (the Shares) in blocks of 50,000 (a Basket) in exchange for deposits of euro and distributes euro in connection with the redemption of Baskets. The Shares trade on NYSE Arca under the ticker symbol FXE.
The investment objective of the Trust is for the Shares to reflect the price of euro plus accrued interest, less the expenses of the Trusts operations. The Shares are intended to offer investors an opportunity to participate in the market for the euro through an investment in securities. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding the euro. The Shares are bought and sold on NYSE Arca like any other exchange-listed security, except that they are traded until 4:15 PM (New York time) instead of 4:00 PM (New York time). The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The value of the holdings of the Trust is reported on the Trusts website, www.currencyshares.com, every business day.
THE Trust
General
The Trust holds euro and, from time to time, issues Baskets in exchange for deposits of euro and distributes euro in connection with redemptions of Baskets. The euro held by the Trust will be sold only (1) if needed to pay Trust expenses, (2) in the event the Trust terminates and liquidates its assets or (3) as otherwise required by law or regulation.
The Sponsor
The Sponsor of the Trust generally oversees the performance of the Trustee and the Trusts principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trusts service providers. The Sponsor is Rydex Specialized Products LLC, a Delaware limited liability company.
The Trusts only ordinary recurring expense is the Sponsors fee. The Sponsor is responsible for payment of the following administrative and marketing expenses of the Trust: the Trustees monthly fee, typical maintenance and transaction fees of the Depository, NYSE listing fees, NYSE Arca listing fees, printing and mailing costs, audit fees and expenses, up to $100,000 per annum in legal fees and expenses, and applicable license fees. The Sponsor also paid the costs of the Trusts organization and the costs of the initial sale of the Shares, including the applicable SEC registration fees. The Sponsors fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust. The Sponsor was paid $3,758,080 for the period covered by this report.
The Trustee
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 responsible for the day-to-day administration of the Trust, including keeping the Trusts operational records.
Net Asset Value
The Trustee calculates, and the Sponsor publishes, the Trusts Net Asset Value (NAV) each business day. To calculate the NAV, the Trustee adds to the amount of euro in the Trust at the end of the preceding day accrued but unpaid interest, euro receivable under pending purchase orders and the value of other Trust assets, and subtracts the accrued but unpaid Sponsors fee, euro payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV is expressed in U.S. Dollars (USD) based on the Noon Buying Rate, which is the USD/euro exchange rate as determined by the Federal Reserve Bank of New York as of 12:00 PM. (New York time) on each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Noon Buying Rate has not been determined and announced by 2:00 PM (New York time), then the most recent Noon Buying Rate is used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation.
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The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. The NAV of the Trust and NAV per Share is published by the Sponsor on each day that NYSE Arca is open for regular trading and is posted on the Trusts website, www.currencyshares.com.
Depository and Deposit Accounts
JPMorgan Chase Bank, N.A., London Branch is the Depository. The Depository maintains two deposit accounts for the Trust, a primary deposit account which earns interest and a secondary deposit account which does not earn interest (collectively, the Deposit Accounts). Interest on the primary deposit account accrues daily and is paid monthly. If the Sponsor believes that the interest rate paid by the Depository is not competitive, the Sponsors recourse is to remove the Depository by terminating the Deposit Account Agreement and closing the accounts. The Depository is not paid a fee for its services to the Trust. The Depository may earn a spread or margin over the rate of interest it pays to the Trust on the euro deposit balances.
The secondary deposit account is used to account for interest received and paid out on creations and redemptions of Baskets. The secondary account is also used to account for interest earned on the primary deposit account, pay Trust expenses and distribute any excess interest to Shareholders on a monthly basis. In the event that the interest deposited exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, then the Trustee will direct that the excess be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own).
Trust Expenses
In certain exceptional cases the Trust may pay expenses in addition to the Sponsors fee. These exceptions include expenses not assumed by the Sponsor, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, and legal expenses in excess of $100,000 per year.
Termination
The Trust will terminate upon the occurence of any of the termination events listed in the Depositary Trust Agreement and will otherwise terminate on December 5, 2045.
THE SHARES
General
Each Share represents a proportional interest, based on the total number of Shares outstanding, in the euro owned by the Trust, plus accrued and unpaid interest less accrued but unpaid expenses (both asset-based and non-asset based) of the Trust. All Shares are of the same class with equal rights and privileges. Each Share is transferable, fully paid and non-assessable.
Limited Rights
The Shares are not a traditional investment. They are dissimilar from the shares of a corporation operating a business enterprise, with management and a board of directors. Trust Shareholders do not have rights normally associated with owning shares of a business corporation, including, for example, the right to bring oppression or derivative actions. Shareholders have only those rights explicitly set forth in the Depositary Trust Agreement. The Shares do not entitle their holders to any conversion or pre-emptive rights or, except as provided herein, any redemption or distribution rights.
Voting and Approvals
Shareholders have no voting rights under the Depositary Trust Agreement, except in limited circumstances. If the holders of at least 25% of the Shares outstanding determine that the Trustee is in material breach of its obligations under the Depositary Trust Agreement, they may provide written notice to the Trustee (or require the Sponsor to do
2
so) specifying the default and requiring the Trustee to cure such default. If the Trustee fails to cure such breach within 30 days after receipt of the notice, the Sponsor may remove the Trustee. The holders of at least 66-2/3% of the Shares outstanding may vote to remove the Trustee. The Trustee must terminate the Trust at the request of the holders of at least 75% of the outstanding Shares.
Creation and Redemption of Shares
The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of euro represented by the Baskets being created or redeemed. This amount is based on the combined NAV per Share of the number of Shares included in the Baskets being created or redeemed, determined on the day the order to create or redeem Baskets is accepted by the Trustee.
Only Authorized Participants may place orders to create and redeem Baskets. An Authorized Participant is a Depository Trust Company participant that is a registered broker-dealer or other securities market participant, such as a bank or other financial institution that is not required to register as a broker-dealer to engage in securities transactions and has entered into a Participant Agreement with the Trustee.
Before initiating a creation or redemption order, an Authorized Participant must have entered into a Participant Agreement with the Sponsor and the Trustee. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of euro required for creations and redemptions. The Participant Agreements may be amended by the Trustee and the Sponsor. Authorized Participants pay a transaction fee of $500 to the Trustee for each order that they place to create or redeem one or more Baskets. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust. No Authorized Participant has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
AVAILABILITY OF SEC REPORTS AND OTHER INFORMATION
The Sponsor, on behalf of the Trust, files quarterly and annual reports and other information with the SEC. The reports and other information can be accessed through the Trusts website at www.currencyshares.com.
Item 1A. | RISK FACTORS |
You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this report, including the Trusts financial statements and the related notes.
The value of the Shares relates directly to the value of the euro held by the Trust. Fluctuations in the price of the euro could materially and adversely affect the value of the Shares.
The Shares are designed to reflect the price of the euro, plus accumulated interest, less the Trusts expenses. The price of the euro has fluctuated widely over the past several years. Several factors may affect the price of the euro, including:
| National debt levels and trade deficits; |
| Domestic and foreign inflation rates and investors expectations concerning inflation rates; |
| Domestic and foreign interest rates and investors expectations concerning interest rates; |
| Currency exchange rates; |
| Investment and trading activities of mutual funds, hedge funds and currency funds; and |
| Global or regional political, economic or financial events and situations. |
In addition, the euro may not maintain its long-term value in terms of purchasing power in the future. When the price of the euro declines, the Sponsor expects the price of a Share to decline as well.
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The USD/euro exchange rate, like foreign exchange rates in general, can be volatile and difficult to predict. This volatility could materially and adversely affect the performance of the Shares.
Foreign exchange rates are influenced by the factors identified immediately above and may also be influenced by: changing supply and demand for a particular currency; monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. These events and actions are unpredictable. The resulting volatility in the USD/euro exchange rate could materially and adversely affect the performance of the Shares.
If interest earned by the Trust does not exceed expenses, the Trustee will withdraw euro from the Trust to pay these excess expenses which will reduce the amount of euro represented by each Share on an ongoing basis and may result in adverse tax consequences.
Each outstanding Share represents a fractional, undivided interest in the euro held by the Trust. Although the Trust generates interest, it is possible that the amount of interest earned may not exceed expenses, in which case the Trustee will withdraw euro from the Trust to pay these excess expenses. As a result, the amount of euro represented by each Share may gradually decline over time. This is true even if additional Shares are issued in exchange for additional deposits of euro into the Trust, as the amount of euro required to create Shares will proportionately reflect the amount of euro represented by the Shares outstanding at the time of creation. Assuming a constant euro price, if expenses exceed interest earned, the trading price of the Shares will gradually decline relative to the price of euro as the amount of euro represented by the Shares gradually declines. In this event, the Shares will only maintain their original price if the price of euro increases.
Investors should be aware that a gradual decline in the amount of euro represented by the Shares may occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of euro. The estimated ordinary operating expenses of the Trust, which accrue daily, are described in Business The Trust Trust Expenses.
The payment of expenses by the Trust will result in a taxable event to Shareholders. To the extent Trust expenses exceed interest paid to the Trust, a gain or loss may be recognized by Shareholders depending on the tax basis of the tendered euro.
If the Trust incurs expenses in USD, the Trust is required to sell euro to pay these expenses. The sale of the Trusts euro to pay expenses in USD at a time of low euro prices could adversely affect the value of the Shares.
The Trustee will sell euro held by the Trust if necessary to pay Trust expenses if any incurred in USD, irrespective of then-current euro prices. The Trust is not actively managed and no attempt will be made to buy or sell euro to protect against or to take advantage of fluctuations in the price of euro. Consequently, the Trusts euro may be sold at a time when the euro price is low, resulting in a negative effect on the value of the Shares.
Purchasing activity in the euro market associated with the purchase of Baskets from the Trust may cause a temporary increase in the price of euro. This increase may adversely affect an investment in the Shares.
Purchasing activity associated with acquiring the euro required for deposit into the Trust in connection with the creation of Baskets may temporarily increase the market price of euro, which will result in higher prices for the Shares. Temporary increases in the market price of euro may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of euro that may result from increased purchasing activity of euro connected with the issuance of Baskets. Consequently, the market price of euro may decline immediately after Baskets are created. If the price of euro declines, then it is anticipated that the trading price of the Shares will also decline. In addition, if the Trust experiences a significant increase in its expenses due to an unexpected event, then it is anticipated that the unexpected expenses would reduce the NAV of the Trust, which would cause the trading price of the Shares to decline even if the price of euro did not decline.
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The Deposit Accounts are not entitled to payment at any office of JPMorgan Chase Bank, N.A. located in the United States.
The federal laws of the United States prohibit banks located in the United States from paying interest on unrestricted demand deposit accounts. Therefore, payments out of the Deposit Accounts will be payable only at the London branch of JPMorgan Chase Bank, N.A., located in England. The Trustee will not be entitled to demand payment of these accounts at any office of JPMorgan Chase Bank, N.A. that is located in the United States. JPMorgan Chase Bank, N.A. will not be required to repay the deposit if its London branch cannot repay the deposit due to an act of war, insurrection or civil strife or an action by a foreign government or instrumentality (whether de jure or de facto) in England.
Shareholders do not have the protections associated with ownership of a demand deposit account insured in the United States by the Federal Deposit Insurance Corporation nor the full protection provided for bank deposits under English law.
Neither the Shares nor the Deposit Accounts and the euro deposited in them are a deposit insured against loss by the FDIC or any other federal agency. Deposits may have only limited protection under the Financial Services Compensation Scheme of England.
Euro deposited in the Deposit Accounts by an Authorized Participant are commingled with euro deposited by other Authorized Participants and are held by the Depository in either the primary deposit account or the secondary deposit account of the Trust. Euro held in the Deposit Accounts are not segregated from the Depositorys other assets. If the Depository becomes insolvent, then its assets might not be adequate to satisfy a claim by the Trust or any Authorized Participant. In addition, in the event of the insolvency of the Depository or the U.S. bank of which it is a branch, there may be a delay and costs incurred in recovering the euro held in the Deposit Accounts.
The Trust has no proprietary rights in or to any specific euro held by the Depository and will be an unsecured creditor of the Depository with respect to the euro held in the Deposit Accounts in the event of the insolvency of the Depository or the U.S. bank of which it is a branch. In the event the Depository or the U.S. bank of which it is a branch becomes insolvent, the Depositorys assets might not be adequate to satisfy a claim by the Trust or any Authorized Participant for the amount of euro deposited by the Trust or the Authorized Participant, in such event, the Trust and any Authorized Participant will generally have no right in or to assets other than those of the Depository.
In the case of insolvency of the Depository or JPMorgan Chase Bank, N.A., the U.S. bank of which the Depository is a branch, a liquidator may seek to freeze access to the euro held in all accounts by the Depository, including the Deposit Accounts. The Trust and the Authorized Participants could incur expenses and delays in connection with asserting their claims. These problems would be exacerbated by the reality that the Deposit Accounts will not be held in the U.S. but instead will be held at the London branch of a U.S. national bank, where it will be subject to English insolvency law. Further, under U.S. law, in the case of the insolvency of JPMorgan Chase Bank, N.A., the claims of creditors in respect of accounts (such as the Trusts Deposit Accounts) that are maintained with an overseas branch of JPMorgan Chase Bank, N.A. will be subordinate to claims of creditors in respect of accounts maintained with JPMorgan Chase Bank, N.A. in the U.S., greatly increasing the risk that the Trust and the Trusts beneficiaries would suffer a loss.
Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940.
The Investment Company Act is designed to protect investors by preventing: insiders from managing investment companies to their benefit and to the detriment of public investors; the issuance of securities having inequitable or discriminatory provisions; the management of investment companies by irresponsible persons; the use of unsound or misleading methods of computing earnings and asset value; changes in the character of investment companies without the consent of investors; and investment companies from engaging in excessive leveraging. To accomplish these ends, the Investment Company Act requires the safekeeping and proper valuation of fund assets, restricts greatly transactions with affiliates, limits leveraging, and imposes governance requirements as a check on fund management. The Investment Company Act applies to a range of investment company structures, but, in practice, primarily regulates a company holding a portfolio of investment securities such as publicly traded stocks, bonds and money market instruments: selected by an affiliated investment adviser pursuant to the companys stated investment
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objectives, policies, restrictions, strategies and techniques where the investment adviser manages the portfolio and otherwise operates the company on a day-to-day basis for a management fee and other charges and expenses and, in doing so, has conflicts of interest with the company; valued, priced for sale and redemption, physically held and traded in securities markets pursuant to computational, custody and brokerage and other transactional requirements peculiar to such a portfolio of investment securities; and overseen by the companys board of directors that is elected, constituted and governed pursuant to specified standards developed in the context of such a portfolio of investment securities.
The Trust is not registered as an investment company under the Investment Company Act and is not required to register under that Act. Consequently, Shareholders do not have the regulatory protections afforded to investors in registered investment companies.
Shareholders do not have the rights enjoyed by investors in certain other financial instruments.
As interests in a grantor trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a business corporation, including, for example, the right to bring oppression or derivative actions. Apart from the rights afforded to them by federal and state securities laws, Shareholders have only those rights relative to the Trust, the Trust property and the Shares that are set forth in the Depositary Trust Agreement. In this connection, the Shareholders have limited voting and distribution rights. They do not have the right to elect directors. See Business The Shares Limited Rights for a description of the limited rights of the Shareholders.
The Shares may trade at a price which is at, above, or below the NAV per Share.
The NAV per Share fluctuates with changes in the market value of the Trusts assets. The market price of Shares can be expected to fluctuate in accordance with changes in the NAV per Share, but also in response to market supply and demand. As a result, the Shares might trade at prices at, above or below the NAV per Share.
The interest rate earned by the Trust, although competitive, may not be the best rate available. If the Sponsor determines that the interest rate is inadequate, then its sole recourse is to remove the Depository and terminate the Deposit Accounts.
The Depository is committed to endeavor to pay a competitive interest rate on the balance of euro in the primary deposit account of the Trust. Interest on the primary deposit account accrues daily and is paid monthly. The Sponsor discloses the current interest rate on the Trusts website. If the Sponsor believes that the interest rate paid by the Depository is not adequate, the Sponsors sole recourse is to remove the Depository and terminate the Deposit Accounts. The Depository is not paid a fee for its services to the Trust; rather, it generates income or loss based on its ability to earn a spread or margin over the interest it pays to the Trust by using the Trusts euro to make loans or in other banking operations. For these reasons, you should not expect that the Trust will be paid the best available interest rate at any time or over time.
The Depository owes no fiduciary duties to the Trust or the Shareholders, is not required to act in their best interest and could resign or be removed by the Sponsor, which would trigger early termination of the Trust.
The Depository is not a trustee for the Trust or the Shareholders. As stated above, the Depository is not obligated to maximize the interest rate paid to the Trust. In addition, the Depository has no duty to continue to act as the depository of the Trust. The Depository can terminate its role as depository for any reason whatsoever upon 90 days notice to the Trust. Such a termination might result, for example, if the Sponsor determines that the interest rate paid by the Depository is inadequate. In the event that the Depository were to resign or be removed, the Trust will be terminated.
Shareholders may incur significant fees upon the termination of the Trust.
The occurrence of any one of several events would either require the Trust to terminate or permit the Sponsor to terminate the Trust. For example, if the Depository were to resign or be removed, then the Sponsor would be required to terminate the Trust. Shareholders tendering their Shares within 90 days of the Trusts termination will receive the amount of euro represented by their Shares. Shareholders may incur significant fees if they choose to convert the euro they receive to U.S. Dollars.
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Redemption orders are subject to rejection by the Trustee under certain circumstances.
The Trustee will reject a redemption order if the order is not in proper form as described in the Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such rejection could adversely affect a redeeming Shareholder. For example, the resulting delay would adversely affect the value of the Shareholders redemption distribution if the NAV were to decline during the delay. In accordance with the Depositary Trust Agreement, the Sponsor and the Trustee disclaim any liability for any loss or damage that may result from any such rejection.
Substantial sales of euro by the official sector could adversely affect an investment in the Shares.
The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold euro as part of their reserve assets. The official sector holds a significant amount of euro that can be mobilized in the open market. In the event that future economic, political or social conditions or pressures require members of the official sector to sell their euro simultaneously or in an uncoordinated manner, the demand for euro might not be sufficient to accommodate the sudden increase in the supply of euro to the market. Consequently, the price of the euro could decline, which would adversely affect an investment in the Shares.
Shareholders that are not Authorized Participants may only purchase or sell their Shares in secondary trading markets.
Only Authorized Participants may create or redeem Baskets of Shares through the Trust. All other investors that desire to purchase or sell Shares must do so through NYSE Arca or in other markets, if any, in which the Shares are traded.
The liability of the Sponsor and the Trustee under the Depositary Trust Agreement is limited and, except as set forth in the Depositary Trust Agreement, they are not obligated to prosecute any action, suit or other proceeding in respect of any Trust property.
The Depositary Trust Agreement provides that neither the Sponsor nor the Trustee assumes any obligation or is subject to any liability under the Trust Agreement to any Shareholder, except that they each agree to perform their respective obligations specifically set forth in the Depositary Trust Agreement without negligence or bad faith. Additionally, neither the Sponsor nor the Trustee is obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any Trust property. The Depositary Trust Agreement does not confer upon Shareholders the right to prosecute any such action, suit or other proceeding.
The Depositary Trust Agreement may be amended to the detriment of Shareholders without their consent.
The Sponsor and the Trustee may amend most provisions (other than those addressing core economic rights) of the Depositary Trust Agreement without the consent of any Shareholder. Such an amendment could impose or increase fees or charges borne by the Shareholders. Any amendment that increases fees or charges (other than taxes and other governmental charges, registration fees or other expenses), or that otherwise prejudices any substantial existing rights of Shareholders, will not become effective until 30 days after written notice is given to Shareholders.
The License Agreement with The Bank of New York may be terminated by The Bank of New York in the event of a material breach. Termination of the License Agreement might lead to early termination and liquidation of the Trust.
The Bank of New York (BNY) and an affiliate of the Sponsor have entered into a License Agreement granting the Sponsors affiliate a license to certain patent applications made by BNY covering systems and methods for securitizing a commodity. The Sponsors affiliate has sublicensed the license to the Sponsor. The license is limited to a non-exclusive grant for the life of BNYs patents and patent applications. The License Agreement provides that each of the parties may provide notice of intent to terminate the License Agreement in the event the other party commits a material breach. If the License Agreement is terminated and one or more of BNYs patent applications issue as patents, then BNY may claim that the operation of the Trust violates its patent or patents and seek an injunction forcing the Trust to cease operation and the Shares to cease trading. In that case, the Trust might be forced to terminate and liquidate, which would adversely affect Shareholders.
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Item 1B. | UNRESOLVED STAFF COMMENTS |
None.
Item 2. | PROPERTIES |
The principal offices of the Sponsor and the Trust are at 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850 which is leased by an affiliate of the Sponsor. Neither the Sponsor nor the Trust owns or leases any other property.
Item 3. | LEGAL PROCEEDINGS |
None.
Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
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PART II
Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
For each of the quarters during the fiscal year ended October 31, 2007 and October 31, 2006, the high and low sale prices of the Shares as reported for NYSE transactions (prior to October 30, 2007) and NYSE Arca (on and after October 30, 2007) were as follows:
High | Low | |||||
Fiscal Year Ended October 31, 2007: |
||||||
Quarter Ended |
||||||
January 31, 2007 |
$ | 133.44 | $ | 127.21 | ||
April 30, 2007 |
$ | 136.94 | $ | 129.37 | ||
July 31, 2007 |
$ | 138.51 | $ | 133.15 | ||
October 31, 2007 |
$ | 145.12 | $ | 134.33 | ||
High | Low | |||||
Fiscal Year Ended October 31, 2006: |
||||||
Quarter Ended |
||||||
January 31, 2006 (beginning December 12, 2005) |
$ | 123.18 | $ | 118.45 | ||
April 30, 2006 |
$ | 126.61 | $ | 118.65 | ||
July 31, 2006 |
$ | 129.41 | $ | 125.21 | ||
October 31, 2006 |
$ | 129.10 | $ | 125.21 |
The number of record holders of Shares of the registrant as of November 30, 2007 was approximately 139.
Although the Trust does not purchase Shares directly from its shareholders, the Trust redeemed Baskets from Authorized Participants in the fourth quarter of the fiscal year covered by this report as follows:
Month |
Shares | Average Price | |||
August |
850,000 | $ | 136.45 | ||
September |
| | |||
October |
500,000 | $ | 144.26 |
9
Item 6. | SELECTED FINANCIAL DATA |
Financial highlights for the fiscal year ended October 31, 2007 and the period from December 5, 2005 (date of inception) to October 31, 2006.
Fiscal Year Ended October 31, 2007 |
December 5, 2005 [Date of Inception] to October 31, 2006 |
|||||||
Income |
||||||||
Interest income |
$ | 33,414,612 | $ | 11,042,589 | ||||
Total Income |
33,414,612 | 11,042,589 | ||||||
Expenses |
||||||||
Sponsors fee |
(3,758,080 | ) | (1,715,469 | ) | ||||
Total Expenses |
(3,758,080 | ) | (1,715,469 | ) | ||||
Net Income |
$ | 29,656,532 | $ | 9,327,120 | ||||
Other Comprehensive Income |
||||||||
Currency translation adjustment |
599,283 | 260,463 | ||||||
Total Comprehensive Income |
$ | 30,255,815 | $ | 9,587,583 | ||||
Earnings per share |
$ | 4.25 | $ | 2.40 | ||||
Weighted-average Shares Outstanding |
6,972,603 | 3,891,088 | ||||||
Cash Dividends per Share |
$ | 4.16 | $ | 2.10 |
For the fiscal year ended October 31, 2007, total assets were $ 979,772,231 and net cash flows were $ 145,932,863.
10
Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
MOVEMENTS IN THE PRICE OF EURO
The investment objective of the Trust is for the Shares to reflect the price of the euro plus accrued interest, less the expenses of the Trusts operations. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding euro. Each outstanding Share represents a proportional interest in the euro held by the Trust. The following chart provides recent trends on the price of euro. The chart illustrates movements in the price of euro in USD and is based on the Noon Buying Rate as determined by the Federal Reserve Bank of New York.
Historical values of the Noon Buying Rate can be obtained at http://www.ny.frb.org/markets/fxrates/noon.cfm
11
NAV PER SHARE; VALUATION OF EURO
The following chart illustrates the movement in the price of the Shares based on NAV per Share and the bid and ask midpoint offered on the NYSE (prior to October 30, 2007) and NYSE Arca (on or after October 30, 2007) as of the Noon Buying Rate versus the corresponding euro (expressed as a multiple of 100 euro Noon Buying Rate x 100):
LIQUIDITY
The Sponsor is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to the Trusts liquidity needs. The Trusts Depository, JPMorgan Chase, London branch, maintains two deposit accounts for the Trust, a primary deposit account that earns interest and a secondary deposit account that does not earn interest. Interest on the primary deposit account accrues daily and is paid monthly. The interest rate paid as of October 31, 2007 was an annual nominal rate of 3.86%. The following chart provides the daily rate paid by the Depository since the Shares began trading:
12
In exchange for a fee, the Sponsor bears most of the expense incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsors fee. Each month the Depository deposits into the secondary deposit account accrued but unpaid interest and the Trustee withdraws euro from the secondary deposit account to pay the accrued Sponsors fee for the previous month plus other Trust expenses, if any. When the interest deposited exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trustee converts the excess into USD at a prevailing market rate and distributes the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own). Distributions paid during the current reporting period follow (annualized yield reflects the estimated annual yield an investor would receive if a monthly distribution stayed the same for the entire year going forward, and is calculated by annualizing the monthly distribution and dividing by the Trust NAV for the dates listed below):
FXE Distribution History
Date | Value | NAV | Yield | Annualized Yield | ||||||||
10/1/07 | $ | 0.40166 | $ | 142.30 | 0.28 | % | 3.43 | % | ||||
9/4/07 | $ | 0.39295 | $ | 136.12 | 0.29 | % | 3.40 | % | ||||
8/1/07 | $ | 0.40103 | $ | 136.83 | 0.29 | % | 3.45 | % |
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Sponsors management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period covered by this report.
The Trustee calculates the Trusts NAV each business day. For NAV calculation purposes, Euro Deposits (cash) are translated at the Noon Buying Rate as determined and published by the Federal Reserve Bank of New York as of 12:00 PM (New York time) on each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Noon Buying Rate has not been determined and announced by 2:00 PM (New York time), then the most recent Noon Buying Rate is used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation.
13
The functional currency of the Trust is the euro in accordance with Financial Accounting Standard 52, Foreign Currency Translation.
RESULTS OF OPERATIONS
The Trust was formed on December 5, 2005 and the Shares commenced trading on the NYSE on December 12, 2005. The primary listing of the Shares was transferred to NYSE Arca on October 30, 2007. As of October 31, 2006, the number of euro owned by the Trust was 650,000,000 resulting in a redeemable capital share value of $832,115,014. During the fiscal year ended October 31, 2007, an additional 3,150,000 Shares were created in exchange for 315,000,000 euro and 2,900,000 Shares were redeemed in exchange for 290,000,000 euro. As of October 31, 2007, the number of euro owned by the Trust was 675,000,000 resulting in a redeemable capital share value of $979,334,149.
Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein.
Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
Item 9A. | CONTROLS AND PROCEDURES. |
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The chief executive officer and chief financial officer of the Sponsor have evaluated the effectiveness of the Trusts disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of October 31, 2007. Based on that evaluation, the chief executive officer and chief financial officer of the Sponsor have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this annual report.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Sponsors management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act . The Trusts internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trusts assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trusts receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the trusts assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
14
The chief executive officer and chief financial officer of the Sponsor have assessed the effectiveness of the Trusts internal control over financial reporting as of October 31, 2007. Their assessment included an evaluation of the design of the Trusts internal control over financial reporting and testing of the operation effectiveness of its internal controls over financial reporting. Based on their assessment and those criteria, the chief executive officer and chief financial officer of the Sponsor believe that the Trust maintained effective internal control over financial reporting as of October 31, 2007.
The assessment by the chief executive officer and chief financial officer of the Sponsor of the effectiveness of the Trusts internal control over financial reporting as of October 31, 2007 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this annual report, as stated in their report included herein.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Trusts internal control over financial reporting that occurred during the Trusts last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trusts internal control over financial reporting.
Item 9B. | OTHER INFORMATION. |
Not applicable.
15
PART III
Item 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. |
Not applicable.
Item 11. | EXECUTIVE COMPENSATION. |
Not applicable.
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
None.
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Not applicable.
Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
PricewaterhouseCoopers LLP is the independent registered public accounting firm for the Trust. Fees for services performed by PricewaterhouseCoopers LLP for the fiscal years ended October 31, 2007 and the period from December 5, 2005 through October 31, 2006 were:
2007 | 2006 | |||||
Audit Fees |
$ | 23,929 | $ | 94,000 | ||
Audit-related fees |
30,357 | 67,143 | ||||
Tax fees |
0 | 11,000 | ||||
All other Fees |
0 | 0 | ||||
$ | 54,286 | $ | 172,143 | |||
16
PART IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
FINANCIAL STATEMENTS
See Index to Financial Statements on Page F-1 for a list of the financial statements being filed as a part of this report. Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included.
EXHIBITS
Exhibit No. | Description | |
3.1 | Certificate of Formation of Rydex Specialized Products LLC, incorporated herein by reference to Exhibit 3.1 filed with Form S-1 Registration Statement (File number 333-125581) filed on June 7, 2005. | |
3.2 | Limited Liability Company Agreement of Rydex Specialized Products, LLC, incorporated herein by reference to Exhibit 3.2 filed with Form S-1 Registration Statement (File number 333-125581) filed on June 7, 2005. | |
4.1 | Form of Depositary Trust Agreement, incorporated herein by reference to Exhibit 4.1 filed with Amendment No. 4 to Form S-1 Registration Statement (File number 333-125581) filed on December 6, 2005. | |
4.2 | Form of Participant Agreement, incorporated herein by reference to Exhibit 4.2 filed with Amendment No. 4 to Form S-1 Registration Statement (File number 333-125581) filed on December 6, 2005. | |
10.1 | Form of Deposit Account Agreement, incorporated herein by reference to Exhibit 10.1 filed with Amendment No. 4 to Form S-1 Registration Statement (File number 333-125581) filed on December 6, 2005. | |
10.2 | Form of Sublicense Agreement, incorporated herein by reference to Exhibit 10.2 filed with Amendment No. 4 to Form S-1 Registration Statement (File number 333-125581) filed on December 6, 2005. | |
31.1 | Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
17
CurrencySharesSM Euro Trust
Financial Statements as of October 31, 2007
Page | ||
F-2 | ||
Statements of Financial Condition at October 31, 2007 and October 31, 2006 |
F-3 | |
F-4 | ||
F-5 | ||
F-6 | ||
F-7 |
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders of CurrencySharesSM Euro Trust:
In our opinion, the accompanying statements of financial condition and the related statements of income and comprehensive income, of changes in shareholders equity and of cash flows present fairly, in all material respects, the financial position of CurrencySharesSM Euro Trust (the Trust) at October 31, 2007 and October 31, 2006, and the results of its operations, its changes in shareholders equity and its cash flows for the year ended October 31, 2007 and for the period December 5, 2005 (commencement of operations) through October 31, 2006 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of October 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Trusts management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in managements report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Trusts internal control over financial reporting based on our audits (which was an integrated audit in 2007). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
December 27, 2007
Baltimore, Maryland
F-2
Statements of Financial Condition
October 31, 2007 | October 31, 2006 | |||||
Assets |
||||||
Current Assets |
||||||
Euro deposits, interest bearing |
$ | 976,590,000 | $ | 830,245,000 | ||
Euro deposits, non-interest bearing |
| 317,767 | ||||
Receivable from accrued interest |
3,182,231 | 1,786,451 | ||||
Total Assets |
$ | 979,772,231 | $ | 832,349,218 | ||
Liabilities and Shareholders Equity |
||||||
Current Liabilities |
||||||
Euro Deposits, non-interest bearing, overdrawn |
$ | 94,370 | $ | | ||
Accrued Sponsors fee |
343,712 | 234,204 | ||||
Total Liabilities |
438,082 | 234,204 | ||||
Commitments and Contingent Liabilities (note 8) |
| | ||||
Redeemable Capital Shares, at redemption value, no par value, 17,000,000 authorized 6,750,000 and 6,500,000 issued and outstanding, respectively |
979,334,149 | 832,115,014 | ||||
Shareholders Equity Retained Earnings and Cumulative Translation Adjustment |
| | ||||
Total Liabilities and Shareholders Equity |
$ | 979,772,231 | $ | 832,349,218 | ||
See Notes to Financial Statements.
F-3
Statements of Income and Comprehensive Income
Year ended October 31, 2007 |
December 5, 2005 [Date of Inception] to October 31, 2006 |
|||||||
Income |
||||||||
Interest Income |
$ | 33,414,612 | $ | 11,042,589 | ||||
Total Income |
33,414,612 | 11,042,589 | ||||||
Expenses |
||||||||
Sponsors fee |
(3,758,080 | ) | (1,715,469 | ) | ||||
Total Expenses |
(3,758,080 | ) | (1,715,469 | ) | ||||
Net Income |
$ | 29,656,532 | $ | 9,327,120 | ||||
Other Comprehensive Income |
||||||||
Currency translation adjustment |
599,283 | 260,463 | ||||||
Total Comprehensive Income |
$ | 30,255,815 | $ | 9,587,583 | ||||
Earnings per share |
$ | 4.25 | $ | 2.40 | ||||
Weighted-average Shares Outstanding |
6,972,603 | 3,891,088 | ||||||
Cash Dividends per Share |
$ | 4.16 | $ | 2.10 |
See Notes to Financial Statements.
F-4
Statements of Changes in Shareholders Equity
Year ended October 31, 2007 |
December 5, 2006 to October 31, 2006 |
|||||||
Retained Earnings Balance, Beginning of Period |
$ | | $ | | ||||
Net Income |
29,656,532 | 9,327,120 | ||||||
Distributions Paid |
(28,962,503 | ) | (8,165,567 | ) | ||||
Adjustment of redeemable capital shares to redemption value |
(694,029 | ) | (1,161,553 | ) | ||||
Retained Earnings Balance, End of Period |
$ | | $ | | ||||
Cumulative Translation Adjustment, Beginning of Period |
$ | | $ | | ||||
Currency translation adjustment |
599,283 | 260,463 | ||||||
Adjustment of redeemable capital shares to redemption value |
(599,283 | ) | (260,463 | ) | ||||
Cumulative Translation Adjustment, End of Period |
$ | | $ | | ||||
See Notes to Financial Statements.
F-5
Statements of Cash Flows
Year ended October 31, 2007 |
December 5, 2005 to October 31, 2006 |
|||||||
Cash flows from operating activities |
||||||||
Cash received for accrued income |
$ | 32,298,429 | $ | 9,304,670 | ||||
Cash paid for expenses |
(3,686,007 | ) | (1,487,627 | ) | ||||
Net cash provided by operating activities |
28,612,422 | 7,817,043 | ||||||
Cash flows from financing activities |
||||||||
Cash received to purchase redeemable shares |
424,277,709 | 1,019,824,365 | ||||||
Cash paid to redeem redeemable shares |
(390,729,902 | ) | (211,476,831 | ) | ||||
Cash paid for distributions |
(28,962,503 | ) | (8,165,567 | ) | ||||
Net cash provided by financing activities |
4,585,304 | 800,181,967 | ||||||
Adjustment to period cash flows due to currency movement |
112,735,137 | 22,563,639 | ||||||
Increase in cash |
145,932,863 | 830,562,649 | ||||||
Cash at beginning of period |
830,562,767 | 118 | ||||||
Cash at end of period |
$ | 976,495,630 | $ | 830,562,767 | ||||
Reconciliation of net income to net cash provided by operating activities |
||||||||
Net income |
$ | 29,656,532 | $ | 9,327,120 | ||||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Increase in receivable from accrued interest |
(3,182,231 | ) | (1,786,451 | ) | ||||
Decrease in prior period receivable from accrued interest |
1,786,451 | | ||||||
Currency translation adjustment |
242,162 | 42,170 | ||||||
Increase in accrued sponsor fee |
343,712 | 234,204 | ||||||
Decrease in prior period accrued sponsor fee |
(234,204 | ) | | |||||
Net cash provided by operating activities |
$ | 28,612,422 | $ | 7,817,043 |
See Notes to Financial Statements
F-6
1. | Organization and Description of the Trust |
The CurrencySharesSM Euro Trust (the Trust) was formed under the laws of the State of New York on December 5, 2005 when Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) deposited 100 euro in the Trusts primary deposit account held by JPMorgan Chase Bank N.A., London Branch (the Depository). The Sponsor is a Delaware limited liability company whose sole member is PADCO Advisors II, Inc. (also d/b/a Rydex Investments). The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York (the Trustee) and the Trusts principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.
The investment objective of the Trust is for the Trusts shares (the Shares) to reflect the price of the euro plus accrued interest less the Trusts expenses and liabilities. The Shares are intended to provide investors with a simple, cost-effective means of gaining investment benefits similar to those of holding euro. The Trusts assets primarily consist of euro on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which earns interest and a secondary deposit account which does not earn interest. The secondary deposit account is used to account for interest received and paid out on creations and redemptions of blocks of 50,000 Shares (Baskets). The secondary account is also used to account for interest earned on the primary deposit account, pay Trust expenses and distribute any excess interest to holders of Shares (Shareholders) on a monthly basis.
The accompanying audited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
2. | Significant Accounting Policies |
A. | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets, liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.
B. | Foreign Currency Translation |
The Trustee calculates the Trusts net asset value (NAV) each business day, as described in Note 4. For NAV calculation purposes, Euro Deposits (cash) are translated at the Noon Buying Rate, which is the U.S. Dollar (USD)/euro exchange rate as determined and published by the Federal Reserve Bank of New York as of 12:00 PM (New York time) on each day that the New York Stock Exchange Arca (NYSE Arca) is open for regular trading.
The functional currency of the Trust is the euro in accordance with Financial Accounting Standard (FAS) 52, Foreign Currency Translation. For financial statement reporting purposes, the U.S. Dollar is the reporting currency. As a result, the financial statements are translated from euro to USD. The Noon Buying Rate on the last day of the period is used for translation in the statements of financial condition. The average Noon Buying Rate for the period is used for translation in the statement of income and comprehensive income and the statement of cash flows. Any currency translation adjustment is included in comprehensive income.
F-7
C. | Federal Income Taxes |
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Interest, gains and losses are passed through to the Shareholders.
Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro-rata share of the assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro-rata shares of the Trusts income, if any, and as if they directly incurred their respective pro-rata shares of the Trusts expenses. The acquisition of Shares by a U.S. Shareholder as part of a creation of a Basket will not be a taxable event to the Shareholder.
The Sponsors fee accrues daily and is payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable share of the USD-equivalent of the amount of the Sponsors fee that is accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the Sponsors fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.
The Trust does not expect to generate taxable income except for gain (if any) upon the sale of euro and interest income. A non-U.S. Shareholder generally will not be subject to U.S. federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of euro by the Trust, unless: (1) the non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
A non-U.S. Shareholders share of any interest income earned by the Trust generally will not be subject to U.S. federal income tax unless the Shares owned by such non-U.S. Shareholder are effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
D. | Revenue Recognition |
Interest on the primary deposit account accrues daily as earned and is received on a monthly basis.
E. | Dividends |
To the extent that the interest earned by the Trust exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend, the excess interest earned in euro effective on the first business day of the subsequent month. The Trustee will direct that the excess euro be converted into USD at the prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own). For the month of October 2007, an income distribution of $0.40705 per share was paid on November 8, 2007.
3. | Euro Deposits |
Euro principal deposits are held in a euro-denominated, interest-bearing demand account. For the year ending October 31, 2007, there were euro principal deposits of 315,000,000 and 290,000,000 euro principal redemptions resulting in an ending euro principal balance of 675,000,000. This equates to 976,590,000 USD. For the period from December 5, 2005 (Date of Inception) to October 31, 2006, there were euro principal deposits of 820,000,000 and euro principal redemptions of 170,000,100 resulting in an ending euro principal balance of 650,000,000. This equated to 830,245,000 USD. In addition, net interest associated with creation and redemption activity is held in a euro-denominated non-interest-bearing account, and any balance is distributed in full as part of the monthly income distributions.
F-8
4. | Redeemable Capital Shares |
Shares are classified as redeemable for financial statement purposes, since they are subject to redemption. Shares are issued and redeemed continuously in Baskets in exchange for euro. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. Only Authorized Participants (as defined below) may place orders to create and redeem Baskets. An Authorized Participant is a DTC participant that is a registered broker-dealer or other institution eligible to settle securities transactions though the book-entry facilities of the DTC and which has entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption process. Authorized Participants may redeem their Shares at any time in Baskets.
Due to expected continuing creations and redemptions of Baskets and the three-day period for settlement of each creation or redemption, the Trust reflects Shares created as a receivable. Shares redeemed are reflected as a liability on the trade date. Outstanding Shares are reflected at a redemption value, which is the NAV per Share at the period end date. Adjustments to redeemable capital shares at redemption value are recorded against retained earnings, or, in the absence of retained earnings, by charges against the cumulative translation adjustment.
Activity in redeemable capital Shares is as follows:
Year ended October 31, 2007 |
Period from December 5, 2005 [Date of Inception] to October 31, 2006 |
|||||||||||||
Shares | U.S. Dollar Amount |
Shares | U.S. Dollar Amount |
|||||||||||
Opening balance |
6,500,000 | $ | 832,115,014 | 1 | $ | 118 | ||||||||
Shares issued |
3,150,000 | 424,277,709 | 8,200,000 | 1,019,824,365 | ||||||||||
Shares redeemed |
(2,900,000 | ) | (390,729,902 | ) | (1,700,001 | ) | (211,476,831 | ) | ||||||
Adjustment to period Shares due to currency movement and other |
| 113,671,328 | | 23,767,362 | ||||||||||
Ending redemption balance |
6,750,000 | $ | 979,334,149 | 6,500,000 | $ | 832,115,014 | ||||||||
The Trustee will calculate the Trusts NAV each business day. To calculate the NAV, the Trustee will subtract the Sponsors accrued fee through the previous day from the euro held by the Trust (including all unpaid interest accrued through the preceding day) and calculate the value of the euro in USD based upon the Noon Buying Rate. If, on a particular evaluation day, the Noon Buying Rate has not been determined and announced by 2:00 PM (New York time), then the most recent Federal Reserve Bank of New York determination of the Noon Buying Rate shall be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for 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 the Trusts euro, they shall determine an alternative basis for such evaluation to be employed by the Trustee. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. Shares deliverable under a purchase order are considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.
5. | Sponsors Fee |
The Sponsors fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and is paid monthly.
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The Sponsor assumes and pays the following administrative and marketing expenses incurred by the Trust: the Trustees monthly fee, NYSE Arca listing fees, SEC registration fees, typical maintenance and transaction fees of the Depository, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees. The Sponsor has also paid the costs of the Trusts organization and the initial sales of the Shares, which were approximately $1,000,000 when the Trust was formed.
In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsors fee. These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in the preceding paragraph), taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, and legal expenses in excess of $100,000 per year.
6. | Related Parties |
The Sponsor is a related party of the Trust. The Sponsor oversees the performance of the Trustee and the Trusts principal service providers, including the preparation of financial statements, but does not exercise day-to-day oversight over the Trustee or the Trusts service providers. The Sponsor has paid the costs of the Trusts organization and the initial sales of the Shares, as described in Note 5.
7. | Concentration Risk |
All of the Trusts assets are euro, which creates a concentration risk associated with fluctuations in the price of euro. Accordingly, a decline in the price of euro to USD exchange rate will have an adverse effect on the value of the Shares. Factors that may have the effect of causing a decline in the price of euro include national debt levels and trade deficits, domestic and foreign inflation rates, domestic and foreign interest rates, investment and trading activities of institutions and global or regional political, economic or financial events and situations. Substantial sales of euro by the official sector (central banks, other governmental agencies and related institutions that buy, sell and hold euro as part of their reserve assets) could adversely affect an investment in the Shares.
8. | Commitments and Contingencies |
Under the Trusts organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. The Trusts maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Rockville, State of Maryland, on December 28, 2007.
CURRENCYSHARESSM EURO TRUST | ||||
By: | Rydex Specialized Products LLC Sponsor of the CurrencySharesSM Euro Trust | |||
By: | /s/ Carl G. Verboncoeur | |||
Carl G. Verboncoeur CEO and Treasurer |
Pursuant to the requirements of the Securites Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated.
Signature |
Capacity |
Date | ||
/s/ Carl G. Verboncoeur Carl G. Verboncoeur |
Director, CEO and Treasurer (principal executive officer) | December 28, 2007 | ||
/s/ Nick Bonos Nick Bonos |
Director and CFO (principal financial officer and principal accounting officer) |
December 28, 2007 | ||
/s/ Michael Byrum Michael Byrum |
Director and Secretary | December 28, 2007 |
The registrant is a trust and the persons are signing in their capacities as officers or directors of Rydex Specialized Products LLC, the Sponsor of the registrant.