SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2010
¨ 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 001-34162
CurrencyShares® South African Rand Trust
Sponsored by Rydex Specialized Products LLC,
d/b/a Rydex Investments
(Exact name of registrant as specified in its charter)
9601 Blackwell Road, Suite 500
Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Statements of Financial Condition
See Notes to Financial Statements.
Statements of Income and Comprehensive Income
See Notes to Financial Statements.
Statements of Changes in Shareholders Equity
See Notes to Financial Statements.
Statements of Cash Flows
See Notes to Financial Statements.
Notes to Financial Statements
The CurrencyShares® South African Rand Trust (the Trust) was formed under the laws of the State of New York on August 7, 2008. On August 8, 2008, Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) deposited 1,000 South African Rand 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 Rydex Advisors II, LLC (also d/b/a Rydex Investments). The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the Trustee) and the Trusts principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.
The investment objective of the Trust is for the Trusts shares (the Shares) to reflect the price of the South African Rand 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 the South African Rand. The Trusts assets primarily consist of South African Rand on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which may earn interest and a secondary deposit account which does not earn interest. The secondary deposit account is used to account for any interest that may be received and paid out on creations and redemptions of 50,000 Shares (Baskets). The secondary account is also used to account for interest earned, if any, on the primary deposit account, pay Trust expenses and distribute any excess interest to holders of Shares (Shareholders) on a monthly basis.
The accompanying unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q. In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trusts audited financial statements included in the Form 10-K filed on January 14, 2010.
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, the reported amounts of revenue and expenses during the period and the evaluation of subsequent events through the issuance date of the financial statements. Actual results could differ from those estimates.
The Trustee will calculate the Trusts net asset value (NAV) each business day, as described in Note 4. For NAV calculation purposes, South African Rand deposits (cash) are translated at the Closing Spot Rate, which is the U.S. Dollar (USD)/South African Rand exchange rate as determined by WM/Reuters at 4:00 PM (London time) on each day that NYSE Arca is open for regular trading.
The functional currency of the Trust is the South African Rand in accordance with generally accepted accounting standards. For financial statement reporting purposes, the U.S. Dollar is the reporting currency. As a result, the financial records of the Trust are translated from South African Rand to USD. The Closing Spot Rate on the last day of the period is used for translation in the statements of financial condition. The average Closing Spot Rate for the period is used for translation in the statements of income and comprehensive income and the statement of cash flows. Any currency translation adjustment is included in comprehensive income.
The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Interest, gains and losses are passed through to the Shareholders.
Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro-rata share of the assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro-rata portion of the Trusts income, if any, and as if they directly incurred their respective pro-rata portion of the Trusts expenses. The acquisition of Shares by a U.S. Shareholder as part of a creation of a Basket will not be a taxable event to the Shareholder.
The Sponsors fee accrues daily and is payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable portion of the USD-equivalent of the amount of the Sponsors fee that is accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the Sponsors fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.
The Trust does not expect to generate taxable income except for interest income (if any) and gain (if any) upon the sale of South African Rand. 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 South African Rand by the Trust, unless: (1) the non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
A non-U.S. Shareholders portion of any interest income earned by the Trust generally will not be subject to U.S. federal income tax unless the Shares owned by such non-U.S. Shareholder are effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.
Interest on the primary deposit account, if any, accrues daily as earned and is received on a monthly basis.
To the extent that the interest earned by the Trust, if any, exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend, the excess interest earned in South African Rand effective on the first business day of the subsequent month. The Trustee will direct that the excess South African Rand 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).
South African Rand principal deposits are held in a South African Rand-denominated, interest-bearing demand account. For the nine months ended July 31, 2010, there were no South African Rand principal deposits and no South African Rand principal redemptions, resulting in an ending South African Rand balance of 1,000. This equates to 137 USD. For the year ended October 31, 2009, there were no South African Rand principal deposits and no South African Rand principal redemptions, resulting in an ending South African Rand principal balance of 1,000. This equates to 128 USD.
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 South African Rand. 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 participant of the Depository Trust Company (DTC) that is a registered broker-dealer or other institution eligible to settle securities transactions through the book-entry facilities of 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.
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 South African Rand held by the Trust (including all unpaid interest accrued through the preceding day) and calculate the value of the South African Rand in USD based upon the Closing Spot Rate. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate will be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation. If the Trustee and the Sponsor determine that the most recent Closing Spot Rate is not an appropriate basis for valuation of the Trusts South African Rand, they will determine an alternative basis for the valuation. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. Shares deliverable under a purchase order are considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.
The Sponsors fee will accrue daily at an annual nominal rate of 0.40% of the South African Rand in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and will be paid monthly.
The Sponsor assumes and pays the following administrative and marketing expenses incurred by the Trust: the Trustees monthly fee, NYSE Arca listing fees, SEC registration fees, typical maintenance and transaction fees of the Depository, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees.
In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsors fee. These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in the preceding paragraph), 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.
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.
All of the Trusts assets are South African Rand, which creates a concentration risk associated with fluctuations in the price of the South African Rand. Accordingly, a decline in the South African Rand 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 the South African Rand 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 South African Rand by the official sector (central banks, other governmental agencies and related institutions that buy, sell and hold South African Rand as part of their reserve assets) could adversely affect an investment in the Shares.
All of the Trusts South African Rand are held by the Depository. Accordingly, a risk associated with the concentration of the Trusts assets in accounts held by a single financial institution exists and increases the potential for loss by the Trust and the Trusts beneficiaries in the event that the Depository becomes insolvent.
Under the Trusts organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. The Trusts maximum exposure under this arrangement is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.
Cautionary Statement Regarding Forward-Looking Information and Risk Factors
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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. These risks and uncertainties include fluctuations in the price of the South African Rand, as the value of the Shares relates directly to the value of the South African Rand held by the Trust and price fluctuations could materially adversely affect an investment in the Shares. Readers are urged to review the Risk Factors section contained in the Trusts most recent Annual Report on Form 10-K for a description of other risks and uncertainties that may affect an investment in the Shares.
Neither Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) nor any other person assumes responsibility for the accuracy or completeness of forward-looking statements contained in this report. 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.
The CurrencyShares® South African Rand Trust (the Trust) is a grantor trust that was formed on August 7, 2008. The Trust issues shares (the Shares) in blocks of 50,000 (a Basket) in exchange for deposits of South African Rand and distributes South African Rand in connection with the redemption of Baskets.
The Trust is a passive investment vehicle. The Trust does not have any officers, directors or employees. The investment objective of the Trust is for the Shares to reflect the price in USD of the South African Rand plus accrued interest, less the expenses of the Trusts operations. The Trust does not engage in any activities designed to obtain profit from, or ameliorate losses caused by, changes in the price of the South African Rand.
Definition of Net Asset Value; Valuation of the South African Rand
The net asset value (NAV) of the Trust is the aggregate value, expressed in U.S. Dollars (USD), of the Trusts assets. To calculate the NAV, The Bank of New York Mellon (the Trustee) will add to the amount of South African Rand in the Trust at the end of the preceding business day accrued but unpaid interest, if any, South African Rand receivable under pending purchase orders and the value of other Trust assets, and will subtract the accrued but unpaid Sponsors fee, South African Rand payable under pending redemption orders and other Trust expenses and liabilities, if any. Investing in the Shares will not insulate the investor from certain risks, including price volatility.
The NAV will be expressed in USD based on the USD/South African Rand exchange rate as determined by WM/Reuters as of 4:00 PM (London time) (the Closing Spot Rate) each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent WM/Reuters determination of the Closing Spot Rate will be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation. The Trustee will also determine the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares.
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 Trust did not have any Authorized Participant creation activity during the fiscal quarter ended July 31, 2010. The balance reflected in the financial statements is seed capital from the Sponsor.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Sponsors management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period covered by this report.
In addition to the description below, please refer to Note 2 to the financial statements for further discussion of the Trusts accounting policies.
The functional currency of the Trust is the South African Rand in accordance with generally accepted accounting standards.
Results of Operations
The Sponsor deposited 1,000 South African Rand with the Depository in exchange for one Share on August 8, 2008. No additional Shares were created or redeemed during the fiscal period ended October 31, 2008 or the fiscal year ended October 31, 2009. As of October 31, 2009, the number of South African Rand owned by the Trust was 1,000, resulting in a redeemable capital share value of $128.
No additional Shares were created or redeemed during the nine months ended July 31, 2010. As of July 31, 2010, the number of South African Rand owned by the Trust was 1,000, resulting in a redeemable capital share value of $137.
Movements in the Price of the South African Rand
The following chart illustrates recent movements in the price of South African Rand in USD as reported by the Bloomberg Professional service.
Except as described above with respect to fluctuations in the USD/South African Rand exchange rate and changes in the nominal annual interest rate paid by the Depository on South African Rand held by the Trust, the Trust is not subject to market risk. The Trust does not hold securities and does not invest in derivative products.
The Trust maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that material information relating to the Trust is recorded, processed and disclosed on a timely basis. The Trusts disclosure controls and procedures are designed by or under the supervision of the Sponsors chief executive officer and chief financial officer, who exercise oversight over the Trust as the Trust has no officers. The chief executive officer and chief financial officer of the Sponsor have evaluated the effectiveness of the Trusts disclosure controls and procedures as of July 31, 2010. 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 report.
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.
There have been no material changes from the risk factors disclosed in the Risk Factors section of the Trusts Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 14, 2010.
Pursuant to the requirements 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.