Invesco CurrencyShares Swedish Krona Trust (FXS)
Filed: 13 Jun 06, 12:00am
ATTORNEYS AT LAW ONE DETROIT CENTER 500 WOODWARD AVENUE, SUITE 2700 DETROIT, MI 48226-3489 313.234.7100 TEL 313.234.2800 FAX www.foley.com June 13, 2006 WRITER'S DIRECT LINE 313.234.7107 yvanriper@foley.com EMAIL CLIENT/MATTER NUMBER 058081-0113 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Mail Stop 4569 Washington, DC 20549-4561 Attention: Christian N. Windsor, Esq. Michael Clampitt, Esq. Re: CurrencyShares British Pound Sterling Trust (333-132361) Amendment No. 3 to Form S-1 Filed March 13, 2006 CurrencyShares Australian Dollar Trust (333-132362) Amendment No. 2 to Form S-1 Filed March 13, 2006 CurrencyShares Canadian Dollar Trust (333-132262) Amendment No. 2 to Form S-1 Filed March 13, 2006 CurrencyShares Mexican Peso Trust (333-132367) Amendment No. 2 to Form S-1 Filed March 13, 2006 CurrencyShares Swedish Krona Trust (333-132366) Amendment No. 2 to Form S-1 Filed March 13, 2006 CurrencyShares Swiss Franc Trust (333-132364) Amendment No. 2 to Form S-1 Filed March 13, 2006 Gentlemen: On behalf of the CurrencyShares Trusts identified above (each, a "Trust"), each sponsored by Rydex Specialized Products LLC d/b/a Rydex Investments (the "Sponsor"), earlier today we filed the following documents: Amendment No. 3 ("British Pound Amendment No. 3") to the Registration Statement on Form S-1 filed by the CurrencyShares British Pound Trust on March 13, 2006 (the "British Pound Registration Statement") and amended on May 9, 2006 ("British Pound Amendment No. 1") and June 9, 2006. BOSTON LOS ANGELES SACRAMENTO TALLAHASSEE BRUSSELS MADISON SAN DIEGO TAMPA CHICAGO MILWAUKEE SAN DIEGO/DEL MAR TOKYO DETROIT NEW YORK SAN FRANCISCO WASHINGTON, D.C. JACKSONVILLE ORLANDO SILICON VALLEY [FOLEY & LARDNER LLP LOGO] June 13, 2006 Page 2 Amendment No. 2 to the Registration Statement on Form S-1 filed by the CurrencyShares Australian Dollar Trust on March 13, 2006 and amended on June 9, 2006; Amendment No. 2 to the Registration Statement on Form S-1 filed by the CurrencyShares Canadian Dollar Trust on March 13, 2006 and amended on June 9, 2006; Amendment No. 2 to the Registration Statement on Form S-1 filed by the CurrencyShares Mexican Peso Trust on March 13, 2006 and amended on June 9, 2006; Amendment No. 2 to the Registration Statement on Form S-1 filed by the CurrencyShares Swedish Krona Trust on March 13, 2006 and amended on June 9, 2006; and Amendment No. 2 to the Registration Statement on Form S-1 filed by the CurrencyShares Swiss Franc Trust on March 13, 2006 and amended on June 9, 2006. Pursuant to your request, enclosed with this letter is a blacklined version of British Pound Amendment No. 3 showing the changes made from British Pound Amendment No. 1 (as amendment No. 2 was made simply to file exhibits to the Registration Statement). On behalf of the Trusts, set forth below are our responses to the comment letter of Division of Corporation Finance (the "Staff") dated May 24, 2006. For your convenience, the text of each Staff comment is stated in full in italicized text, and our responses follow each comment. General Comments - ---------------- 1. Make corresponding changes to the other CurrencyShares documents. Response: - -------- We have incorporated the changes made to the British Pound Registration Statement and set forth in the British Pound Amendment No. 1 in Amendment No. 2 to the Registration Statement for each Trust filed earlier today. 2. Please provide the staff with a copy of the EuroCurrency listing agreement with the NYSE. Response: - -------- Enclosed with this letter is a copy of the listing agreement between the Euro Currency Trust and the New York Stock Exchange. [FOLEY & LARDNER LLP LOGO] June 13, 2006 Page 2 3. The staff notes that in the absence of a noon buying rate for the Federal Reserve Bank of New York, the Trustee, in consultation with the Sponsor may change the measuring metric. Please confirm that in any instance where the Trustee and Sponsor are required to use this power to change the reference metric to determine the daily NAV on an other than temporary (one or two day) basis, the new metric will be disclosed in a post effective amendment as a fundamental change to the prospectus. Response: - -------- On behalf of the Sponsor, we confirm that in any instance where the Trustee and Sponsor are required to change the reference metric to determine the daily net asset value (NAV) for a Trust on an other than temporary (one or two day) basis, the new metric will be disclosed in a post-effective amendment to that Trust's Registration Statement as a fundamental change to that Trust's prospectus. Report of Independent Registered Public Accounting Firm, page F-2 - ----------------------------------------------------------------- 4. We await the opinion of your independent registered public accounting firm. Response: - -------- The opinion of PricewaterhouseCoopers LLP, an independent registered public accounting firm, is included in each amendment to the Registration Statements that was filed earlier today. As we discussed with Mr. Clampitt today, with our responses set forth above, we believe we have satisfied all outstanding Staff comments. Therefore, the Sponsor is submitting today an acceleration request on behalf of Trust requesting that each Registration Statement be declared effective on Thursday, June 14, 2006 at 11:30 a.m. We expect that the Shares of each Trust will begin trading on the New York Stock Exchange on Wednesday, June 21, 2006. Please contact the undersigned at (313) 234-7107 or Patrick Daugherty at (313) 234-7103 should you have any questions or comments regarding these responses. Very truly yours, /s/ Yvette M. VanRiper Yvette M. VanRiper cc: Timothy Meyer