EURO CURRENCY TRUST (Form: S-1/A, Received: 10/25/2005 12:24:04)

Report of Independent Registered Public Accounting Firm

Statement of Financial Condition

Notes to Financial Statement

As filed with the Securities and Exchange Commission on October 25, 2005

Registration No. 333-125581

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT No. 2 to
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Euro Currency Trust

Sponsored by Rydex Specialized Products LLC,
d/b/a Rydex Investments

(Exact name of Registrant as specified in its charter)


New York	6189	20-3613421
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

9601 Blackwell Road
Suite 500
Rockville, Maryland 20850
Phone: (301) 296-5100

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Mr. Carl G. Verboncoeur
CEO and Treasurer
Rydex Investments
9601 Blackwell Road
Suite 500
Rockville, Maryland 20850
Phone: (301) 296-5100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


George T. Simon, Esq. Foley & Lardner LLP 321 N. Clark Street Suite 2800 Chicago, IL 60610-4764 Phone: (312) 832-4500 Fax: (312) 832-4700				Patrick Daugherty, Esq. Foley & Lardner LLP One Detroit Center 500 Woodward Ave, Suite 2700 Detroit, MI 48226-3489 Phone: (313) 234-7100 Fax: (313) 234-2800

Approximate date of commencement of proposed sale to the public : As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

Calculation of Registration Fee

Title of each class of
securities to be registered

Amount to be
registered

Proposed maximum
offering price per Share (1)

Proposed maximum
aggregate offering price (1)

Amount of
registration fee (2)

Euro Shares

150,000 Shares

$119.38

$17,907.00

$2,107.65

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The initial Baskets of 50,000 Shares will each contain 5,000,000 euro, or 100 euro per Share, and will be issued at a per-Share price equal to the Federal Reserve Bank of New York's Noon Buying Rate, or exchange rate of U.S. dollars per euro. The exchange rate used to calculate the fee is the Noon Buying Rate of $1.1938 per euro on October 13, 2005.

(2) A registration fee in the amount of $1,727.72 was previously paid to the Commission in connection with the registrant's initial filing of this registration statement on June 7, 2005 and an additional registration fee of $412.24 was paid August 12 with the first amendment to this Form S-1. No additional registration fee is required for this second amendment to the Form S-1.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registation statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the Sponsor and the Trust are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion October 25, 2005

150,000 Shares

Euro Shares

The Euro Currency Trust (Trust) issues Euro Shares (Shares) that represent units of fractional undivided beneficial interest in, and ownership of, the Trust. Rydex Specialized Products LLC, d/b/a Rydex Investments, is the sponsor of the Trust (Sponsor) and may be deemed the "issuer" of the Shares pursuant to Section 2(a)(4) of the Securities Act of 1933, as amended (the Securities Act). The Bank of New York is the trustee of the Trust (Trustee), JPMorgan Chase Bank, N.A., London Branch, is the depository for the Trust (Depository), and Rydex Distributors, Inc. is the distributor for the Trust (Distributor). The Trust intends to issue additional Shares on a continuous basis through the Trustee.

The Shares may be purchased from the Trust only in one or more blocks of 50,000 Shares, as described in "Creation and Redemption of Shares." A block of 50,000 Shares is called a Basket. The Trust issues Shares in Baskets on a continuous basis to certain authorized participants (Authorized Participants) as described in "Plan of Distribution." Each Basket, when created, is offered and sold to an Authorized Participant at a price in euro equal to the net asset value (NAV) for 50,000 Shares on the day that the order to create the Basket is accepted by the Trustee.

It is expected that the Shares will be offered and sold to the public by Authorized Participants at varying prices in U.S. dollars to be determined by reference to, among other things, the market price of euro and the trading price of the Shares on the New York Stock Exchange (NYSE) at the time of each sale. Authorized Participants will not receive from the Trust, the Sponsor or any of their affiliates, any fee or other compensation in connection with the sale of Shares. Authorized Participants may receive commissions or fees from investors who purchase Shares through their commission- or fee-based brokerage accounts in amounts between $0.00 and $0.08 per Share.

The Sponsor intends to apply to the NYSE to have the Shares trade on the NYSE under the symbol "FXE." The Shares may also trade in other markets but the Sponsor has not sought to have the Shares listed on any other market.

Investing in the Shares involves significant risks. See "Risk Factors," starting on page 9.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Shares are neither interests in nor obligations of the Sponsor, the Trustee, the Depository or the Distributor.

Neither the Shares nor the account maintained by the Depository and the euro deposited in it is a deposit insured against loss by the Federal Deposit Insurance Corporation (FDIC) or any other federal agency of the United States or the Financial Services Compensation Scheme of England.

On , 2005, the Sponsor deposited 100 euro in the Deposit Account in exchange for one Share. That same day the Trustee instructed DTC to record, and DTC recorded, the Share as owned by the Sponsor. The Sponsor purchased the Share solely for the purpose of forming the Trust and the Sponsor will redeem the Share for 100 euro immediately after the SEC declares effective the registration statement of which this prospectus is a part. Simultaneously with the redemption of the Share, the Initial Purchaser, will deposit 15,000,000 euro in the Deposit Account and the Trustee will instruct DTC to record, and DTC will record, three Baskets totaling 150,000 Shares (a price of 100 euro per Share) as owned by the Initial Purchaser.

The Initial Purchaser intends to offer to the public these 150,000 Shares at a per-Share offering price that will vary depending on, among other factors, the price of the Shares on the NYSE at the time of the offer. Shares offered by the Initial Purchaser at different times may have different offering prices. The Initial Purchaser will not receive from the Trust, the Sponsor, the Distributor or any of their affiliates any fee or other compensation in connection with the sale of the Shares.

[Initial Purchaser]

The date of this prospectus is , 2005.

This prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

The Shares are not registered for public sale in any jurisdiction other than the United States.

Table of Contents


Prospectus Summary					1
The Offering					3
Summary Financial Condition					8
Risk Factors					9
Glossary of Terms					14
Statement Regarding Forward-Looking Statements					16
Use of Proceeds					17
Overview of the Foreign Exchange Industry					18
The Euro					20
Investment Attributes of the Trust					21
Description of the Trust					24
The Sponsor					25
The Trustee					26
The Depository					26
The Distributor					27
Description of the Shares					27
Description of the Deposit Account Agreement					28
Creation and Redemption of Shares					30
Description of the Depositary Trust Agreement					33
United States Federal Tax Consequences					41
ERISA and Related Considerations					44
Plan of Distribution					45
Legal Proceedings					46
Legal Matters					46
Experts					46
Where You Can Find More Information					46
Index to Financial Statements					F-1
Report of Independent Registered Public Accounting Firm					F-2
Statement of Financial Condition					F-3
Notes to Financial Statement					F-4

Authorized Participants may be required to deliver a prospectus when effecting transactions in the Shares. See "Plan of Distribution."

This prospectus summarizes certain documents and other information in a manner the Sponsor believes to be accurate. The information contained in the sections captioned "Overview of the Foreign Exchange Industry," "The Euro" and "Investment Attributes of the Trust" is based on information obtained from sources that the Sponsor believes to be reliable. The accuracy, reliability and completeness of this information is not guaranteed, however, and has not been independently verified. In making an investment decision, you must rely on your own examination of the Trust, the foreign exchange market, the euro market, the terms of the offering and the Shares, including the merits and risks involved.

Prospectus Summary

This is a summary of the prospectus. You should read the entire prospectus, including "Risk Factors" beginning on page 9, before making an investment decision about the Shares.

TRUST STRUCTURE

The Trust is a grantor trust to be formed under the laws of the State of New York pursuant to the Depositary Trust Agreement. The Trust will hold euro and is expected from time to time to issue Baskets in exchange for deposits of euro and to distribute euro in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price of the euro. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in euro. The material terms of the Depositary Trust Agreement are discussed in greater detail in "Description of the Depositary Trust Agreement." The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust. The Sponsor intends to apply to the NYSE to have the Shares trade on the NYSE under the symbol "FXE." The Shares may also trade on other markets.

The Sponsor, Rydex Specialized Products LLC d/b/a "Rydex Investments", a newly-formed Delaware limited liabilty company, is responsible for establishing the Trust and for registering the Shares. The Sponsor generally oversees the performance of the Trustee and the Trust's principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trust's service providers. The Sponsor may remove the Trustee if any of various events occur. See "Description of the Depositary Trust Agreement — The Trustee — Resignation, discharge or removal of trustee; successor Trustees" for more information.

To assist the Sponsor in marketing the Shares, the Sponsor will enter into a Distributor Agreement with the Distributor.

The Sponsor maintains a public website on behalf of the Trust, containing information about the Trust and the Shares. The internet address of the Trust's website is www.currencyshares.com . This internet address is provided here only as a convenience to you; the information contained on or connected to the Trust's website is not considered part of this prospectus. The general role and responsibilities of the Sponsor are discussed further under "The Sponsor."

The Trustee is The Bank of New York, a banking corporation formed under the laws of the State of New York with trust powers. The Trustee is generally responsible for the day-to-day administration of the Trust. This includes calculating the NAV of the Trust and the NAV per Share each business day, paying the Trust's expenses (which are accrued daily but paid monthly), including selling the Trust's euro, if needed, receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC. The general role, responsibilities and regulation of the Trustee are further described under "The Trustee."

The Depository is JPMorgan Chase, London Branch. The Depository and the Trustee have elected the laws of England to govern the Deposit Account Agreement between them. The Depository accepts Trust euro deposited with it by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of euro into and out of the Trust through the euro account maintained with it by the Trust. The Depository will pay interest on the Deposit Account. Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points, and is paid monthly. The general role, responsibilities and regulation of the Depository are further described under "The Depository" and "Description of the Deposit Account Agreement."

Detailed descriptions of certain specific rights and duties of the Trustee and the Depository are set forth under "Description of the Shares and the Depositary Trust Agreement" and "Description of the Deposit Account Agreement."

The Distributor, Rydex Distributors, Inc., is a corporation formed under the laws of the State of Maryland. The Distributor is assisting the Sponsor in developing a marketing plan for the Trust,

preparing marketing materials regarding the Shares, including the content of the Trust's website, executing the marketing plan for the Trust and providing strategic and tactical research on the foreign exchange markets, in each case in compliance with applicable laws and regulations.

TRUST OVERVIEW

The investment objective of the Trust is for the Shares to reflect the price of the euro. 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. The Shares are an investment that is:

Easily Accessible . Investors will be able to access the euro market through a traditional brokerage account. When admitted to trading, the Shares will be bought and sold on the NYSE like any other exchange-listed security, except that they will regularly be traded until 4:15 PM (New York time) instead of 4:00 PM (New York time).

Cost-Effective . Investors and businesses wishing to buy or sell currencies in modest size have had to pay as much as a 3% commission to effectuate their transactions. Because Shares will be traded as securities, transaction costs will be substantially reduced.

Exchange-Traded . Because they will be traded on the NYSE, the Shares will provide investors with an efficient means of implementing investment tactics and strategies that involve euro. NYSE-listed securities are eligible for margin accounts. Accordingly, investors will be able to purchase and hold Shares with borrowed money to the extent permitted by law.

Transparent . The Shares will be backed by the assets of the Trust, which will not hold or use derivative products. The value of the holdings of the Trust will be reported on the Trust's website, www.currencyshares.com , every business day.

Investing in the Shares will not insulate the investor from price volatility or other risks. See "Risk Factors."

PRINCIPAL OFFICES

The principal offices of the Sponsor and the Trust are the offices of Rydex Investments at 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850. The telephone number of Rydex Investments at that address is (800) 820-0888. The Sponsor and the Trust do not own or lease any other real estate. The Trustee has a trust office at 2 Hanson Place, Brooklyn, New York 11217. The Depository is located at 125 London Wall, London, EC2Y 5AJ, United Kingdom.

The Offering


Offering		The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust.


Use of proceeds		The proceeds received by the Trust from the issuance and sale of Baskets are euro. In accordance with the Depositary Trust Agreement, during the life of the Trust these proceeds will only be (1) owned by the Trust and held by the Depository, (2) disbursed or sold as needed to pay the Trust’s expenses and (3) distributed to Authorized Participants upon the redemption of Baskets.


Proposed NYSE symbol		FXE


CUSIP


Creation and redemption		The Trust will create and redeem the Shares on a continuous basis, but only in Baskets. A Basket is a block of 50,000 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, the amount of which is based on the combined NAV per Share of the number of Shares included in the Baskets being created or redeemed. Three Baskets, representing 150,000 Shares or 15,000,000 euro, is the minimum amount that must be issued and sold by the Trust for this offering to be consummated and for the Shares to commence trading on the NYSE. Baskets may be created or redeemed only by Authorized Participants. Authorized Participants pay a transaction fee for each order to create or redeem Baskets and may sell to other investors the Shares included in the Baskets that they create. See ‘‘Creation and Redemption of Shares’’ for more details.


Interest on deposits		The euro received by the Trust upon the creation of Baskets will be deposited, in each case, into a euro-denominated, interest-bearing demand account at JPMorgan Chase, London Branch. Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points and is paid monthly. The Depository may change this rate in the future if there are significant changes in conditions such as significant market rate changes, the euro balance in the Deposit Account is significantly different than anticipated by the Depository or the Depository believes that EONIA does not accurately reflect the market. If the Sponsor believes that an interest rate proposed to be paid by the Depository is not competitive, the Sponsor’s recourse will be to remove the Depository and terminate the Deposit Account. See ‘‘Description of the Deposit Account Agreement.’’ Neither


		the Trustee nor the Sponsor has the power or authority to deposit the Trust’s euro with any other person, entity or account, unless the Deposit Account is terminated. Interest earned on the deposited euro, and any interest on interest, will be used to pay the Trust’s expenses. Any excess interest will be distributed to Shareholders monthly. Such interest is not expected to form a significant part of the Shareholders’ investment return.


		Neither the Shares nor the Deposit Account and the euro deposited in it is a deposit insured against loss by the FDIC or any other federal agency of the United States or the Financial Services Compensation Scheme of England.


Net Asset Value		The NAV of the Trust is the aggregate value, expressed in U.S. dollars, of the Trust’s assets. The Trustee will calculate, and the Sponsor will publish, the Trust’s net asset value (‘‘NAV’’) each business day. To calculate the NAV, the Trustee will add to the amount of euro in the Trust at the end of the preceding business day accrued but unpaid interest, euro receivable under pending purchase orders and the value of other Trust assets, and will subtract the accrued but unpaid Sponsor’s fee, euro payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV will be expressed in USD based on the Noon Buying Rate as determined by the Federal Reserve Bank of New York. 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 Trust’s 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. The Sponsor will publish the NAV and NAV per Share on each day that the NYSE is open for regular trading on the Trust’s website, www.currencyshares.com .


Trust expenses		The Trust’s only ordinary recurring expense is expected to be the Sponsor’s fee. The Sponsor is obligated under the Depositary Trust Agreement to assume and pay the following administrative and marketing expenses of the Trust: the Trustee’s monthly fee, typical maintenance and transaction fees of the Depository, NYSE listing fees, SEC


		registration 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 will also pay the costs of the Trust’s organization and the cost of the initial sale of the Shares, including the applicable SEC registration fees. The Trust may incur additional expenses in certain other circumstances described in ‘‘Description of the Depositary Trust Agreement — Expenses of the Trust.’’


		The Sponsor’s 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. To pay the Sponsor’s fee and any other Trust expenses that may arise from time to time, the Trustee will first sell euro the Trust has earned as interest. If that is not sufficient to pay the Trust’s expenses, then the Trustee will sell deposited euro as needed. See ‘‘Investment Attributes of the Trust — Trust Expenses’’ and ‘‘Description of the Depositary Trust Agreement — Expenses of the Trust.’’ Each sale of euro by the Trust is a taxable event to Shareholders. See ‘‘United States Federal Tax Consequences — Taxation of U.S. Shareholders.’’ The Trust and the Sponsor do not anticipate any non-ordinary recurring expenses that will be paid from the Trust.


Termination events		The Trustee will terminate the Trust if either of the following events occur:


		•	The Sponsor has given notice of resignation or is unable to perform its duties or becomes bankrupt or insolvent and the Trustee does not appoint a successor sponsor or agree to act as sponsor; or


		•	Shareholders holding at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust.


		The Sponsor may, in its sole discretion, direct the Trustee to terminate the Trust if any of the following events occur:


		•	the Shares are de-listed from the NYSE and are not listed for trading on another U.S. national securities exchange or through the NASDAQ Stock Market within five business days from the date the Shares are de-listed;


		•	the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended;


		•	the NAV of the Trust remains less than $100 million for 30 consecutive business days at any time after the


			first 90 days of the Shares being eligible for trading on the NYSE;


		•	the Depository resigns or is removed;


		•	all of the Trust’s assets are sold;


		•	the aggregate market capitalization of the Trust, based on the closing price for the Shares remains less than $300 million for five consecutive trading days;


		•	DTC is unwilling or unable to perform its functions under the Depositary Trust Agreement; or


		•	the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust under the Internal Revenue Code.


		If the Trustee notifies the Sponsor of the Trustee’s election to resign and the Sponsor does not appoint a successor trustee within 60 days, the Trustee may terminate the Trust.


		The Trust will terminate on [ ], 2045 if it has not been terminated prior to that date.


		Ninety days or more after the termination of the Trust, the Trustee may sell the Trust’s euro and, after paying or making provision for the Trust’s liabilities, will distribute the proceeds of any sale to the Shareholders upon surrender of the Shares. See ‘‘Description of the Trust Agreement — Termination of the Trust.’’


Authorized Participants		An Authorized Participant is a DTC 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. Only Authorized Participants may place orders to create or redeem Baskets. The Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of euro required for creation or redemption. A list of the current Authorized Participants can be obtained from the Trustee or the Sponsor. See ‘‘Creation and Redemption of Shares’’ for more details.


Shareholders Trading via the NYSE		A Shareholder who buys or sells Shares from, to, or through a broker-dealer should expect to be charged a commission by the broker-dealer for effecting the transaction. Investors are encouraged to review the terms of their brokerage accounts for details on applicable commissions or charges.


Clearance and settlement		The Sponsor and the Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement


		system. If the Shares are eligible for book-entry settlement, all Shares will be evidenced by global certificates issued by the Trustee to DTC and will be available only in book-entry form. In such case, Shareholders will hold their Shares through DTC, if they are DTC Participants, or through Authorized Participants or Indirect Participants.

Summary Financial Condition


	As of , 2005, the date of formation of the Trust, the date the Sponsor deposited 100 euro in the Deposit Account, the NAV of the Trust, which represents the value of the euro deposited into the Trust in exchange for the initial Baskets, was $[100 * Noon Buying Rate] and the NAV per Share was $[100 * Noon Buying Rate]. See "Statement of Financial Condition" on page F-3.

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 prospectus, including the Trust's 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 Trust's 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.

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.

The Deposit Account is 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 Account 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 this account 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 will 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 protection provided for bank deposits under English law.

Neither the Shares nor the Deposit Account and the euro deposited in it is a deposit insured against loss by the FDIC or any other federal agency or by the Financial Services Compensation Scheme of England.

Euro deposited in the Deposit Account by an Authorized Participant will be commingled with euro deposited by other Authorized Participants and will be held by the Depository in a single, unallocated account of the Trust. Euro held in the Deposit Account will not be segregated from the Depository's 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 Account.

The Trust will have 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 Account 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 Depository's 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 (i.e., JPMorgan Chase Bank's London branch).

In the case of the insolvency of the Depository or the U.S. bank of which it is a branch, a liquidator may seek to freeze access to the euro held in all accounts by the Depository, including the Deposit Account. 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 Account 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.

The Shares are a new securities product. Their value could decrease if unanticipated operational or trading problems were to arise.

The mechanisms and procedures governing the creation, redemption and offering of the Shares have been developed specifically for this offering. Unanticipated issues might arise with respect to the mechanics of Trust operations and the trading of the Shares. These issues could have a material, adverse effect on the value of an investment in the Shares. In addition, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor's past experience and qualifications might not be suitable for solving the problems.

Shareholders will 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 company's stated investment 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 company's 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 will not have the regulatory protections afforded to investors in registered investment companies.

Shareholders will not have the rights enjoyed by investors in certain other financial instruments.

As interests in a grantor trust, the Shares will 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 "Description of the Shares" 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 Trust's 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 will be to remove the Depository and terminate the Deposit Account.

The Depository is committed to endeavor to pay a competitive market interest rate on the euro balances in the Deposit Account. Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points and is paid monthly. The Depository may change the basis for the calculation of the rate in the future if there are significant changes in conditions such as significant market rate changes, the euro balance in the Deposit Account is significantly different than anticipated by the Depository or the Depository believes that the EONIA index does not accurately reflect the market. Although the Sponsor will generally be notified of interest rate changes by the Depository, the Sponsor might not be able to influence the Depository decisively to increase any interest rate that it may offer to pay to the Trust on deposited euro. If the Sponsor believes that an interest rate paid by the Depository is not adequate, the Sponsor's sole recourse will be to remove the Depository and terminate the Deposit Account. The Depository will not be paid a fee for its services to the Trust; rather, it will generate income or loss based on its ability to earn a "spread" or "margin" over the interest it pays to the Trust by using the Trust's 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 possible sale of deposited euro by the Trust to pay expenses, if required, will reduce the amount of euro represented by each Share on an ongoing basis regardless of whether the price of a Share rises or falls in response to changes in the price of the euro.

Each outstanding Share represents a fractional undivided interest in the euro owned by the Trust. The Trust expense are described in "Investment Attributes of the Trust — Trust Expenses" and "Description of the Depositary Trust Agreement — Expenses of the Trust." Because the euro owned by the Trust will be held in an interest-bearing demand deposit account of the Depository, the Sponsor does not expect the Trust will need to sell euro to pay its expenses (other than the euro paid as interest on the account). If expenses incurred by the Trust exceed the interest earned, however, then the Trust will be required to sell deposited euro and the amount of euro represented by a Share will decline at such 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. Accordingly, it is possible that the value of a Share will decline below the euro value represented by the Share when purchased by an investor.

The sale of the Trust's deposited euro, if necessary, to pay expenses at a time when the price of the euro is relatively low could adversely affect the value of the Shares.

The Trustee will sell euro held by the Trust to pay Trust expenses as needed irrespective of the price of the euro then prevailing. The Trust is not managed actively. No attempt will be made to buy or sell euro to protect against, or to take advantage of, fluctuations in the price of the euro. Therefore, the Trust's euro might be sold at a time when the price of the euro is relatively low, resulting in an adverse effect on the value of the Shares.

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, possibly triggering 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 could terminate its role as depository for any reason whatsoever upon 90 days' notice to the Trust. Such a termination might result, for example, from the Depository's inability to reach agreement with the Sponsor regarding the interest rate to be paid to the Trust. In the event that the Depository were to resign or be removed, the Sponsor may instruct the Trustee to terminate the Trust.

The Trust may be required to terminate and liquidate at a time disadvantageous to Shareholders.

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 could terminate the Trust. Termination of the Trust could occur at a time disadvantageous to Shareholders, such as when the price of the euro has declined below the price prevailing when Shareholders purchased their Shares. In such a case, the U.S. dollar proceeds distributed to Shareholders will be less than they would have been had the price of the euro been higher at the time of sale. See "Description of the Depositary Trust Agreement — Termination of the Trust" for more information about the termination of the Trust, including when the termination of the Trust may be triggered by events outside the direct control of the Sponsor, the Trustee or the Shareholders.

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 Shareholder's redemption distribution if the NAV were to decline during the delay. See "Creation and Redemption of Shares — Redemption Procedures — Suspension or rejection of redemption orders." In 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 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 the NYSE or in other markets, if any, in which the Shares may be 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 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 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.

BNY and an affiliate of the Sponsor have entered into a License Agreement granting the Sponsor's affiliate a license to certain patent applications made by BNY covering systems and methods for securitizing a commodity. The Sponsor's affiliate has sublicensed the license to the Sponsor. The license is limited to a non-exclusive grant for the life of BNY's 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 BNY's 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.

Glossary of Terms

In this prospectus, each of the following terms has the meaning assigned to it here:

"Authorized Participant" — A DTC 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 that has entered into a Participant Agreement with the Trustee. Only Authorized Participants may place orders to create or redeem Baskets.

"Basket Euro Amount" — The deposit required to create one or more Baskets pursuant to a purchase order. This deposit will be an amount of euro bearing the same proportion to the number of Baskets to be created as the total assets of the Trust (net of estimated accrued but unpaid expenses) bears to the number of Baskets outstanding on the date that the order to purchase is accepted by the Trustee.

"BNY" — The Bank of New York, a banking corporation organized under the laws of the State of New York with trust powers. BNY is the trustee of the Trust.

"Deposit Account" — The euro account of the Trust established with the Depository by the Deposit Account Agreement. The Deposit Account holds the euro deposited with the Trust.

"Deposit Account Agreement" — The agreements, including the Account Application and the JPMorgan Chase Bank, N.A., Global Account Terms, between the Trustee and the Depository establishing the Deposit Account with the Depository.

"DTC" — The Depository Trust Company. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC acts as the securities depository for the Shares.

"DTC Participant" — Participants in DTC, such as banks, brokers, dealers and trust companies.

"EONIA" – Euro OverNight Index Average as calculated by the European Central Bank and published by the European Banking Federation on Page 247 of the TELERATE screen. EONIA is an effective overnight reference rate for the euro and is the benchmark for the competitive market interest rate to be paid to the Shareholders of the Trust.

"euro" — The currency of twelve European Monetary Union countries (Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain). The term "euro" is both singular and plural.

"Foreign exchange" — Non-U.S. currency.

"Indirect Participants" — Those banks, brokers, dealers, trust companies and others that maintain, either directly or indirectly, a custodial relationship with a DTC Participant.

"JPMorgan Chase, London Branch" — The London branch of JPMorgan Chase Bank, N.A., a U.S. national banking association.

"NAV" — Net asset value. The Trustee will calculate, and the Sponsor will publish, the Trust's NAV each business day as as soon as practicable after the Federal Reserve Bank of New York announces the Noon Buying Rate. To calculate the NAV, the Trustee will add 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 will subtract the accrued but unpaid Sponsor's fee, euro payable under pending redemption orders and other Trust expenses and liabilities, if any.

"Noon Buying Rate" — The USD/euro exchange rate as determined by the Federal Reserve Bank of New York as of 12:00 PM (New York time). If, on a particular evaluation day, the Federal Reserve Bank of New York does not announce a Noon Buying Rate by 2:00 PM (New York time), then the most recent Federal Reserve Bank of New York determination of the Noon Buying Rate will be deemed the "Noon Buying Rate" and 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 Trust's euro, they shall determine an alternative basis for such evaluation to be employed by the Trustee, which will be deemed the "Noon Buying Rate."

"OTC" — The global over-the-counter market for transactions in foreign exchange, including spot and forward transactions, swaps and transactions in options and other instruments that derive their value from foreign exchange.

"Participant Agreement" — An agreement entered into by each Authorized Participant with the Sponsor and the Trustee that states the procedures for the creation and redemption of Baskets and for the delivery of euro required for creation and redemption.

"SWIFT" — Society for Worldwide Interbank Financial Telecommunication.

"USD" or "$" — United States dollar or dollars.

Statement Regarding Forward-Looking Statements

This prospectus includes "forward-looking statements" which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in currency prices and market conditions (for euro and the Shares), the Trust's operations, the Sponsor's plans and references to the Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made, based on its perceptions of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor's expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws and regulations, including those concerning taxes, made by governmental authorities and regulatory bodies and other world economic and political developments. See "Risk Factors." Consequently, all forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments that the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust's operations or the value of the Shares. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor's expectations or predictions.

Use of Proceeds

The proceeds received by the Trust from the issuance and sale of Baskets are euro. Such proceeds will be deposited, in each case, in a euro-denominated, interest-bearing demand account at JPMorgan Chase, London Branch. In accordance with the Depositary Trust Agreement, during the life of the Trust these proceeds will only be (1) owned by the Trust and held by the Depository, (2) disbursed or sold as needed to pay the Trust's expenses, and (3) distributed to Authorized Participants upon the redemption of Baskets.

Overview of the Foreign Exchange Industry

The foreign exchange market is the largest and most liquid financial market in the world. As of April 2004, the foreign exchange market experienced average daily turnover of approximately $1.88 trillion, which was a 57% increase (at current exchange rates) from 2001 daily averages. The foreign exchange market is predominantly an over-the-counter market, with no fixed location and it operates 24 hours a day, seven days a week. London, New York City and Tokyo are the principal geographic centers of the world-wide foreign exchange market, with approximately 58% of all foreign exchange business executed in the U.K., U.S. and Japan. Other, smaller markets include Singapore, Zurich and Frankfurt.

Approximately 89% of foreign exchange transactions involve the USD, and approximately 37% involve the euro. The USD/euro pair is by far the most-traded currency pair and in recent years has comprised approximately 28% of the global turnover in foreign exchange. On the date of this prospectus, 1 euro was worth approximately $______, calculated at the most recent Noon Buying Rate.

There are three major kinds of transactions in the traditional foreign exchange markets: spot transactions, outright forwards and foreign exchange swaps. "Spot" trades are foreign exchange transactions that settle typically within two business days with the counterparty to the trade. Spot transactions account for approximately 35% of reported daily volume in the traditional foreign exchange markets. "Forward" trades, which are transactions that settle on a date beyond spot, account for 12% of the reported daily volume, and "swap" transactions, in which two parties exchange two currencies on one or more specified dates over an agreed period and exchange them again when the period ends, account for the remaining 53% of volume. There also are transactions in currency options, which trade both over-the-counter and, in the U.S., on the Philadelphia Stock Exchange. Currency futures are transactions in which an institution buys or sells a standardized amount of foreign currency on an organized exchange for delivery on one of several specified dates. Currency futures are traded in a number of regulated markets, including the International Monetary Market division of the Chicago Mercantile Exchange, the Singapore Exchange Derivatives Trading Limited (formerly the Singapore International Monetary Exchange or SIMEX) and the London International Financial Futures Exchange (LIFFE). Over 85% of currency derivative products (swaps, options and futures) are traded OTC.

Participants in the foreign exchange market have various reasons for participating. Multinational corporations and importers need foreign currency to acquire materials or goods from abroad. Banks and multinational corporations sometimes require specific wholesale funding for their commercial loan or other foreign investment portfolios. Some participants hedge open currency exposure through off-balance-sheet products.

The primary market participants in foreign exchange are banks (including government-controlled central banks), investment banks, money managers, multinational corporations and institutional investors. The most significant participants are the major international commercial banks that act both as brokers and as dealers. In their dealer role, these banks maintain long or short positions in a currency and seek to profit from changes in exchange rates. In their broker role, the banks handle buy and sell orders from commercial customers, such as multinational corporations. The banks earn commissions when acting as agent. They profit from the spread between the rates at which they buy and sell currency for customers when they act as principal.

Typically, banks engage in transactions ranging from $5 million to $50 million in amount. Although banks will engage in smaller transactions, the fees that they charge have made the foreign currency markets relatively inaccessible to individual investors. Some banks allow individual investors to engage in spot trades without paying traditional commissions on the trades. Such trading is often not profitable for individual investors, however, because the banks charge the investor the spread between the bid and the ask price maintained by the bank on all purchases and sales. The overall effect of this fee structure depends on the spread maintained by the bank and the frequency with which the investor trades. Generally this fee structure is particularly disadvantageous to active traders.

The Sponsor believes that the Trust is the first exchange-traded fund whose assets are limited to a particular foreign currency. The Trust will not hold or trade in any currency swaps, options, futures or other currency derivative products, or engage in any foreign exchange market transactions. The sole assets of the Trust are the euro deposited into the Deposit Account upon the creation of Baskets and the euro earned as interest on the Deposit Account. The investment objective of the Trust is for the Shares to reflect the price of the euro. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment relative to traditional means of investing in the foreign exchange market. Because the Shares will be traded on the NYSE, investors will be able to access the euro market through a traditional brokerage account which will provide investors with an efficient means of implementing investment tactics and strategies that involve euro.

The Euro

In 1998, the European Central Bank in Frankfurt was organized by Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain in order to establish a common currency -- the euro. In 2001, Greece joined as the twelfth country adopting the euro as its national currency. Unlike the U.S. Federal Reserve System, the Bank of Japan and other comparable central banks, the European Central Bank is a central authority that conducts monetary policy for an economic area consisting of many otherwise largely autonomous states.

At its inception on January 1, 1999, the euro was launched as an electronic currency used by banks, foreign exchange dealers and stock markets. In 2002, the euro became cash currency for approximately 300 million citizens of 12 European countries. On May 1, 2004, ten additional countries joined the European Union and, subject to meeting rigorous criteria established by the European Central Bank, are expected to adopt the euro as their national currency some time before 2010. These countries are Cyprus (South), the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia.

Although the European countries that have adopted the euro are members of the European Union, the United Kingdom, Denmark and Sweden are European Union members that have not adopted the euro as their national currency.

Investment Attributes of the Trust

The investment objective of the Trust is for the Shares to reflect the price of the euro. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment relative to traditional means of investing in the foreign exchange market. As the value of the Shares is tied to the value of the euro held by the Trust, it is important in understanding the investment attributes of the Shares to first understand the investment attributes of euro.

REASONS FOR INVESTING IN EURO

All forms of investment carry some degree of risk. Although the Shares have certain unique risks described in "Risk Factors," generally these are the same risks as investing directly in euro. Moreover, investment in the Shares may help to balance a portfolio or protect against currency swings, thereby reducing overall risk.

Investors may wish to invest in euro in order to take advantage of short-term tactical or long-term strategic opportunities. From a tactical perspective, an investor that believes that the U.S. dollar is weakening relative to the euro may choose to buy Shares in order to capitalize on the potential movement. An investor that believes that the euro is overvalued relative to the U.S. dollar may choose to sell Shares. Sales may also include short sales that are permitted under SEC and exchange regulations.

From a strategic standpoint, since currency movements can affect returns on cross-border investments and businesses, both individual investors and businesses may choose to hedge their currency hedging risk through the purchase or sale of euro. For example, in the case where a U.S. investor has a portfolio consisting of European equity and fixed income securities, the investor may decide to hedge the currency exposure that exists within the European portfolio by selling an appropriate amount of Shares. Again, such sales may include short sales in accordance with applicable SEC regulations. In doing this, the U.S. investor may be able to mitigate the impact that changes in exchange rates have on the returns associated with the European equity and fixed income components of the portfolio.

Similarly, a business that has currency exposure because it manufactures or sells its products abroad is exposed to exchange rate risk. Buying or selling Shares in appropriate amounts can reduce the business's exchange rate risk.

More generally, investors that wish to diversify their investment portfolios with a wider range of non-correlative investments may desire to invest in foreign currencies. Non-correlative asset classes, such as foreign currencies, are often used to enhance investment portfolios by making them more consistent and less volatile. Less volatility means lower risk and closer proximity to an expected return.

COST-EFFICIENT PARTICIPATION IN THE EURO MARKET

The Shares are intended to offer investors a new and different opportunity to participate in the euro market through an investment in securities. Historically, the logistics and expense of investing in foreign exchange have been a barrier to entry for many investors. This offering is aimed at overcoming the barriers to entry. A prospective purchaser of Shares should not encounter any tasks or costs beyond those associated with purchasing another publicly-traded equity security. 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. The Shares are an investment that is:

Easily Accessible. Investors will be able to access the euro market through a traditional brokerage account. When admitted to trading, the Shares will be bought and sold on the NYSE like any other exchange-listed security, except that they will regularly be traded until 4:15 PM (New York time) instead of 4:00 PM (New York time).

Exchange-Traded. Because they will be traded on the NYSE, the Shares will provide investors with an efficient means of implementing investment tactics and strategies that involve euro. NYSE-listed securities are eligible for margin accounts. Accordingly, investors will be able to purchase and hold Shares with borrowed money to the extent permitted by law.

Transparent. The Shares will be backed by the assets of the Trust, which will not hold or use derivative products. The value of the holdings of the Trust will be reported on the Trust's website, www.currencyshares.com , every business day.

INTEREST ON DEPOSITED EURO

The euro received by the Trust upon the creation of Baskets will be deposited, in each case, into a euro-denominated, interest-bearing demand account of JPMorgan Chase, London Branch. Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points and is paid monthly. The Depository may change this rate if there are significant changes in the market, the euro balance in the Deposit Account is significantly different than anticipated by the Depository or EONIA ceases to accurately reflect the market. If the Sponsor believes that an interest rate proposed to be paid by the Depository is not competitive, the Sponsor's recourse will be to remove the Depository and terminate the Deposit Account. See "Description of the Deposit Account Agreement."

Each month the Depository will deposit into the Deposit Account accrued but unpaid interest and the Trustee will withdraw euro from the Deposit Account to pay the accrued Sponsor's fee for the previous month plus any other Trust expenses. In the event that the interest deposited exceeds the sum of the Sponsor's fees for the prior month plus other Trust expenses, if any, then the Trustee will convert the excess into USD at a prevailing market rate and 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

The Trust's only ordinary recurring expense is expected to be the Sponsor's fee. The Sponsor has agreed to assume and pay the following administrative and marketing expenses of the Trust: the Trustee's monthly fee, typical maintenance and transaction fees of the Depository, NYSE listing fees, SEC registration 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 will also pay the costs of the Trust's organization and the costs of the initial sale of the Shares, including the applicable SEC registration fees. The Sponsor's fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust. The Trust will use interest earned on the Deposit Account to pay the Sponsor's fee and any other Trust expenses that may arise from time to time. If that interest is not sufficient to fully pay the Sponsor's fee and other Trust expenses, then the Trustee will withdraw euro as needed from the Deposit Account to pay these expenses. Euro will be converted to USD at the prevailing market rate at the time of conversion to pay Trust expenses.

In certain exceptional cases the Trust will pay for some expenses. These exceptions include expenses not assumed by the Sponsor (described in the immediately 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.

In the event that none of the expenses in the immediately preceding paragraph are charged to the Trust, an investment of $10,000 in Shares will incur an annual fee of approximately $40 or approximately $200 over five years. Additionally, investors should expect to pay customary brokerage fees and expenses for each purchase or sale of Shares. An Authorized Participant will pay a $500 transaction fee to the Trustee, which will not be contributed to the Trust, for each creation or redemption order.

To pay the Sponsor's fee and any other Trust expenses that may arise from time to time, the Trustee will first sell euro the Trust has earned as interest. In the event the Sponsor's fee and any other Trust expenses exceed the interest earned on the Deposit Account, Shareholders do not have the option of choosing to pay their proportionate share of the excess expenses in lieu of having their share of expenses paid by the sale of the Trust's euro. Each sale of euro by the Trust is a taxable event to the Shareholders. See "United States Federal Tax Consequences — Taxation of U.S. Shareholders."

Description of the Trust

The Trust was formed under the laws of the State of New York on , 2005 when the Sponsor and the Trustee signed the Depositary Trust Agreement and the Sponsor deposited 100 euro in the Deposit Account. The Trust holds euro and is expected from time to time to issue Baskets in exchange for deposits of euro and to distribute euro in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price of the euro. The material terms of the Depositary Trust Agreement are discussed under "Description of the Depositary Trust Agreement." The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust. The Trust is not managed like a business corporation or an active investment vehicle. The euro held by the Trust will only be sold (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 sale of euro by the Trust is a taxable event to Shareholders. See "United States Federal Tax Consequences — Taxation of U.S. Shareholders."

The Trust is not registered as an investment company under the Investment Company Act and is not required to register under such Act.

The Trust creates and redeems Shares from time to time, but only in whole Baskets. A Basket is a block of 50,000 Shares. The number of Shares outstanding is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. Authorized Participants pay for Baskets with euro. Shareholders pay for Shares with U.S. dollars.

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. Baskets may be created or redeemed only by Authorized Participants, which pay a transaction fee of $500 for each order to create or redeem Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the Baskets that they purchase from the Trust. See "Plan of Distribution."

The Trustee will calculate, and the Sponsor will publish, the Trust's NAV each business day. To calculate the NAV, the Trustee will add 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 will subtract the accrued but unpaid Sponsor's fee, euro payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV will be expressed in USD based on the Noon Buying Rate. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. See "Description of the Depositary Trust Agreement — Valuation of Euro, Definition of Net Asset Value" for a more detailed description of how the NAV of the Trust and the NAV per Share are calculated.

The Trust's assets will consist only of euro on demand deposit in a euro-denominated, interest-bearing account at JPMorgan Chase, London Branch. The Trust will not hold any derivative products. 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. The Sponsor expects that the price of a Share will fluctuate in response to fluctuations in the price of the euro and that the price of a Share will reflect accumulated interest as well as the estimated accrued but unpaid expenses of the Trust.

Investors may obtain, 24 hours a day, foreign exchange pricing information based on the spot price of euro from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from foreign exchange dealers. In addition, the Trust's website, www.currencyshares.com , provides ongoing pricing information for euro spot prices and the Shares. Market prices for the Shares are available from a variety of sources, including brokerage firms, information websites and other information service providers. One such website is hosted by Bloomberg, http://www.bloomberg.com/markets/currencies/eurafr_currencies.html , and it regularly reports current foreign exchange pricing information. The NAV of the Trust is published by the Sponsor on each day that the NYSE is open for regular trading and is posted on the Trust's website.

The Trust will terminate upon the occurence of any of the termination events listed in the Depositary Trust Agreement and will otherwise terminate on [ ], 2045. See "Description of the Depositary Trust Agreement — Termination of the Trust."

The Sponsor

The Sponsor of the Trust is Rydex Specialized Products LLC, a newly-formed Delaware limited liability company. The sole member of Rydex Specialized Products LLC is PADCO Advisors II, Inc., a Maryland corporation that is a privately-held company owned and controlled by two irrevocable trusts. The Sponsor and its affiliates collectively do business as "Rydex Investments." The principal offices of the Sponsor and the Trust are the offices of Rydex Investments at 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850, and the Sponsor does not own or lease any other property.

Currently, Rydex Investments manages 51 open-end mutual funds and two exchange-traded funds with a combined net asset value of $13.8 billion at September 30, 2005. Since May of 2005, Rydex Investments has been managing two currency mutual funds, both benchmarked to the USD Index. The USD Index is an average of six major exchange rates providing a general indication of the international value of the dollar.

The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor generally oversees the performance of the Trustee and the Trust's principal service providers, but does not exercise day-to-day oversight over the Trustee or such service providers. The Sponsor regularly communicates with the Trustee to monitor the overall performance of the Trust. The Sponsor, with assistance and support from the Trustee, is responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. The Sponsor will designate the independent certified public accountants of the Trust and may from time to time employ legal counsel for the Trust.

To assist the Sponsor in marketing the Shares and in accordance with the Depositary Trust Agreement, the Sponsor will enter into a Distributor Agreement with the Distributor and the Trust. The Sponsor may determine to engage additional or successor distributors. See "The Distributor" for more information about the Distributor.

The Sponsor maintains a public website on behalf of the Trust, www.currencyshares.com , which contains information about the Trust and the Shares, and oversees certain Shareholder services, such as a call center and prospectus delivery.

The Sponsor may direct the Trustee in the conduct of its affairs, but only as provided in the Depositary Trust Agreement. For example, the Sponsor may direct the Trustee to sell the Trust's euro to pay expenses, to suspend a redemption order or postpone a redemption settlement date or to terminate the Trust if certain criteria are met. The Sponsor anticipates that, if the market capitalization of the Trust is less than $300 million at any time after the first anniversary of the Trust's inception, then the Sponsor will, in accordance with the Depositary Trust Agreement, direct the Trustee to terminate and liquidate the Trust. If the Trustee shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or a trustee or liquidator or any public officer shall take charge or control of such Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then, in any such case, the Sponsor shall remove the Trustee, and such removal shall take effect upon the appointment of a successor trustee and its acceptance of such appointment. If at any time the Trustee ceases to be a qualified bank (as defined in the Depositary Trust Agreement) or is in material breach of its obligations under the Depositary Trust Agreement and the Trustee fails to cure such breach within 30 days after receipt by the Trustee of written notice specifiying such default from the Sponsor or Shareholders acting on behalf of at least 25% of the outstanding Shares, the Sponsor, acting on behalf of the Shareholders, may remove the Trustee. See "Description of the Depositary Trust Agreement — The Trustee — Resignation, discharge or removal of trustee; successor trustees" for more information.

Fees are paid to the Sponsor as compensation for services performed under the Depositary Trust Agreement and for services performed in connection with maintaining the Trust's website and marketing the Shares. The Sponsor's fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust.

M7 Ventures, LLC, a Delaware limited liability company, is providing product development support and consulting to the Sponsor in connection with the registration of this offering and is expected to provide support and consulting services to the Sponsor for the duration of the Trust. M7 and the Sponsor have also agreed to collaborate with one another relative to the development and offering of other related currency products. M7 has invested significant resources in the development of the Shares. In consideration of M7's efforts, past and future, the Sponsor has agreed to pay M7 a recurring fee for the duration of the Trust. M7 and the Sponsor have agreed to keep confidential all confidential and proprietary information that they share with one another. M7 has agreed not to solicit, initiate or encourage any inquiries, proposals or offers from anyone other than the Sponsor regarding the development of the Trust or of any other related currency products.

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. BNY has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNY is subject to supervision by the New York State Banking Department and the Board of Governors of the U.S. Federal Reserve System. Information regarding creation and redemption Basket composition, the NAV of the Trust, transaction fees and the names of the parties that have executed Participant Agreements may be obtained from BNY. A copy of the Depositary Trust Agreement is available for inspection at BNY's trust office identified above and on the SEC's website at www.sec.gov . Under the Depositary Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits of $500 million.

The Trustee will earn a monthly fee that will be paid by the Sponsor.

The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust's operational records. The Trustee's principal responsibilities include paying the Trust's expenses, including selling the Trust's euro, if needed, calculating the NAV of the Trust and the NAV per Share, receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC. See "The Depository." The Trustee is not responsible for the overall performance of the Trust.

Following payment of the Sponsor's fee and other Trust expenses, if any, the Trustee will convert any interest on the Deposit Account that exceeds the Trust's expenses into USD and distribute the USD as promptly as practicable to Shareholders. See "Investment Attributes of the Trust — Interest on Deposited Euro."

The Trustee intends to regularly communicate with the Sponsor regarding administration of the Trust. The Trustee, along with the Sponsor, consults with the Trust's legal, accounting and other professional service providers as needed. The Trustee assists and supports the Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.

Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell euro or Shares for their own account.

The Depository

The London branch of JPMorgan Chase Bank, N.A., a U.S. national banking association, is the Depository. The Depository accepts Trust euro deposited with it as a banker by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of euro into and out of the Trust through the euro deposit account maintained with it as a banker by the Trust.

The Depository will pay interest on the Deposit Account. Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points and is paid monthly. Each month the Depository will deposit into the Deposit Account accrued but unpaid interest.

The Depository will not be 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 Depository is not a trustee for the Trust or the Shareholders. For further information about the function of the Depository, see "Description of the Deposit Account Agreement."

The Depository and its affiliates may from time to time act as Authorized Participants or purchase or sell euro or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

The Distributor

Rydex Distributors, Inc., a Maryland corporation, is the Distributor.

The Distributor is assisting the Sponsor in developing a marketing plan for the Trust on an ongoing basis, preparing marketing materials regarding the Shares, including the content on the Trust's website, www.currencyshares.com , executing the marketing plan for the Trust, and providing strategic and tactical research on the global foreign exchange market. For more information about the distribution of the Shares, see "Plan of Distribution" elsewhere in this prospectus.

Description of the Shares

The Trustee is authorized under the Depositary Trust Agreement to create and issue an unlimited number of Shares. The Trustee will create Shares only in Baskets (a Basket being a block of 50,000 Shares) and only upon the order of an Authorized Participant. The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust and have no par value. Any creation and issuance of Shares above the amount registered with the SEC on the registration statement of which this prospectus is a part will require registration with the SEC (and listing with the NYSE) of the additional Shares.

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. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Depositary Trust Agreement. The Shares do not entitle their holders to any conversion or pre-emptive rights or, except as provided below, any redemption or distribution rights.

Distributions . Each month the Depository will deposit into the Deposit Account accrued but unpaid interest and the Trustee will withdraw euro from the Deposit Account to pay the accrued Sponsor's fee for the previous month plus any other Trust expenses. In the event that the interest deposited exceeds the sum of the Sponsor's fees for the prior month plus other Trust expenses, if any, then the Trustee will convert the excess into USD at a prevailing market rate and distribute the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own).

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 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, acting on behalf of the Shareholders, 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.

Redemption of Shares . The Shares may be redeemed only by or through an Authorized Participant and only in Baskets. See "Creation and Redemption of Shares" for details on the redemption of Shares.

BOOK-ENTRY FORM

The Sponsor and the Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement system. If the Shares are eligible for book-entry settlement, all Shares will be evidenced by global certificates issued by the Trustee to DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates will evidence all of the Shares outstanding at any time. In order to transfer Shares through DTC, Shareholders must be DTC Participants. The Shares will be transferable only through the book-entry system of DTC. A Shareholder that is not a DTC Participant will be able to transfer its Shares through DTC by instructing the DTC Participant holding its Shares to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

Description of the Deposit Account Agreement

The Deposit Account Agreement between the Trust and the Depository, governed by the laws of England, establishes the Deposit Account. The Depository, as instructed by the Trustee, is authorized to accept euro deposits for the account of the Trust. The Depository is not a trustee for the Trust or the Shareholders. The Depository, as a banker, is obligated to repay the balance of the Deposit Account to the Trust on demand and in accordance with the terms and conditions of the Deposit Account Agreement. The following is a description of other material terms of the Deposit Account Agreement.

REPORTS

The Depository provides the Trustee with account reports identifying the credits and debits of euro to the Deposit Account including the credit of interest in euro to the Deposit Account. The Trustee will be required to examine the reports and account statements it receives from the Depository within a reasonable time of receipt and promptly notify the Depository of any discrepancy of which it becomes aware.

The Depository's records of all deposits and withdrawals of euro to the Deposit Account and all credits of interest in euro to the Deposit Account that occur on a business day, and the end-of-business-day account balance in the Deposit Account, are stated as of the close of the Depository's business (usually 4:00 PM, London time) on that business day.

FEES AND EXPENSES

Under the Deposit Account Agreement, the Depository is entitled to invoice the Trustee or debit the Deposit Account for out-of-pocket expenses. The Trust has also agreed to reimburse the Depository for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings in connection with the Deposit Account, except for such items imposed on the overall net income of the Depository. Except for the reimbursable expenses just described, the Depository will not be paid a fee for its services to the Trust. The Depository may earn a "spread" or "margin" on the euro deposit balances it holds.

DEPOSIT ACCOUNT BALANCES

The euro received by the Trust upon the creation of Baskets will be deposited, in each case, into a euro-denominated, interest-bearing demand account maintained by the Trust with the Depository. If the Sponsor believes that an interest rate proposed to be paid by the Depository is not adequate, the Sponsor's recourse will be to remove the Depository and terminate the Deposit Account. Neither the Trustee nor the Sponsor has the power or authority to deposit the Trust's euro with any other person, entity or account, unless the Deposit Account is terminated. Resignation or removal of the Depository for any reason gives the Sponsor the right to terminate the Trust. See "Description of the Depositary Trust Agreement." Interest earned on the balance of the Trust Account, and any interest on interest, will be used primarily to pay the Trust's expenses.

INTEREST

Interest on the Deposit Account accrues daily at an initial annual nominal rate of EONIA minus 27 basis points and is paid monthly. Each month the Depository will deposit into the Deposit Account accrued but unpaid interest.

MAXIMUM BALANCE

The Depository reserves the right not to accept, and to return without interest to the remitter of funds, the amounts received for deposit to the Deposit Account if the aggregate deposit liability of the Depository exceeds the euro equivalent of $8 billion calculated based on the Noon Buying Rate.

EXCLUSION OF LIABILITY

The Depository will be responsible only for direct loss or damage that the Trust suffers resulting from the Depository's gross negligence or willful misconduct. Unless such loss or damages are due to the Depository's fraud, the Depository will not be liable for loss of business, profits or goodwill or any indirect, consequential, punitive or special damages, whether or not reasonably foreseeable, even if the Depository has been advised of the likelihood of such loss and even if such loss is the result of negligence, breach of contract or otherwise.

INDEMNITY

The Trust will, solely out of the Trust's assets, indemnify the Depository and each of its officers, directors, employees, subsidiaries and affiliates on demand against all costs and expenses, damages, claims, liabilities and losses (including legal fees) which the Depository or any such officer, director, employee, subsidiary or affiliate may suffer or incur directly or indirectly because of the Trust's breach of the Deposit Account Agreement, because the Depository acted on what it believed (in good faith and without gross negligence) to be the Trustee's communication or because of anything done under or as contemplated by the Deposit Account Agreement.

FORCE MAJEURE

The Depository is not liable for any damage, loss, expense or liability caused by acts of God, fire, flood, civil or labor disturbance, war or terrorism, act of any governmental authority or other act or threat of any authority, legal constraint, fraud or forgery (other than on the part of the Depository or any of its directors, officers or employees), malfunction of equipment (including any computer or related software) except where such malfunction is primarily attributable to the Depository's gross negligence in maintaining the equipment or software, failure of or the effect of rules or operations of any funds transfer system, inability to obtain or interruption of communications facilities, or any cause beyond the reasonable control of the Depository.

TERMINATION

The Depository may terminate the Deposit Account Agreement for any reason whatsoever upon 90 business days' prior notice. Before the expiration of such notice, the Depository will transfer any cleared balance in the Deposit Account in accordance with the Trustee's reasonable instructions. Any termination of the Deposit Account Agreement gives the Sponsor the right to terminate the Trust.

GOVERNING LAW; JURISDICTION

The Deposit Account Agreement is governed by the laws of England and the Depository is subject to the laws of England. The Trust and the Depository consent to the non-exclusive jurisdiction of the courts of England to settle any dispute relating to the Deposit Account Agreement.

Creation and Redemption of Shares

The Trust creates and redeems Shares in Baskets on a continuous basis. A Basket is a block of 50,000 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.

Authorized Participants are the only persons that may place orders to create and redeem Baskets. An Authorized Participant is a DTC 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. Only Authorized Participants may place orders to create or redeem Baskets. 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, the Sponsor and the relevant Authorized Participant. 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.

Authorized Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in "Plan of Distribution."

Certain Authorized Participants are expected to have the facility to participate directly in the global foreign exchange market. In some cases, an Authorized Participant may acquire euro from, or sell euro to, an affiliated foreign exchange trading desk, which may profit in these instances. The Sponsor believes that the size and operation of the foreign exchange market make it unlikely that an Authorized Participant's direct activities in the foreign exchange and securities markets will impact the price of euro or the price of Shares. Each Authorized Participant will be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and will be regulated by the National Association of Securities Dealers, Inc., or else will be exempt from being (or otherwise will not be required to be) so registered or regulated, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may be regulated under federal and state banking laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines to be appropriate in light of its own regulatory regime.

Authorized Participants may act for their own accounts or as agents for broker-dealers, depositaries and other securities or foreign currency market participants that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. As of the date of this prospectus, , and have each signed a Participant Agreement, and each of them, upon the effectiveness of its Participant Agreement, may create and redeem Baskets. Persons interested in purchasing Baskets should contact the Sponsor or the Trustee to obtain the contact information for the Authorized Participants. A Shareholder that is not an Authorized Participant will be able to redeem Shares only through an Authorized Participant.

The following description of the procedures for the creation and redemption of Baskets is only a summary. For more detail, refer to the relevant provisions of the Depositary Trust Agreement and the form of Participant Agreement, each of which is an exhibit to the registration statement of which this prospectus is a part. See "Where You Can Find More Information" for information about where you can obtain the registration statement.

CREATION PROCEDURES

The following chart is intended to help you understand the creation process:

Creation Process

Summary : In order to create a Basket, the Authorized Participant deposits the Basket Euro Amount with the Depository and orders Shares from the Trustee. The Authorized Participant must also pay the Trustee a $500 transaction fee, which will not be contributed to the Trust, for each purchase order. The Trustee directs DTC to credit Shares to the Authorized Participant. The Authorized Participant will then be able to sell Shares to Purchasers directly or on the NYSE or any other market in which the Shares may trade.

On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase and redemption orders, a "business day" means any day other than a day when the NYSE is closed for regular trading. Purchase orders placed by 4:00 PM (New York time) on a business day will have that day as the purchase order date.

By placing a purchase order, an Authorized Participant agrees to deposit euro with the Trust, as described below. Before the delivery of Baskets for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the purchase order.

Determination of required deposits

The total deposit required to create each Basket, called the Basket Euro Amount, is an amount of euro bearing the same proportion to the number of Baskets to be created as the total assets of the Trust (net of estimated accrued but unpaid expenses) bears to the total number of Baskets outstanding on the date that the purchase order is accepted by the Trustee. The amount of the required deposit is determined by dividing the amount of euro held by the Trust (net of estimated accrued but unpaid expenses) by the number of Baskets outstanding. All questions as to the composition of a Basket Euro Amount are finally determined by the Trustee. The Trustee's determination of the Basket Euro Amount shall be final and binding on all persons interested in the Trust.

Delivery of required deposits

An Authorized Participant who places a purchase order is responsible for delivering the Basket Euro Amount to the Deposit Account by 2:30 PM (Central European time) on the third business day after the purchase order date. Authorized Participants will use the SWIFT system to make timely deposits through their bank correspondents in London. Upon receipt of the euro deposit of an Authorized

Participant, the Trustee will direct DTC to credit the number of Baskets ordered to the Authorized Participant's DTC account. The expense and risk of delivery, ownership and safekeeping of euro until such euro have been received by the Depository shall be borne solely by the Authorized Participant.

Rejection of purchase orders

The delivery of the Shares against deposits of euro may be suspended generally, or refused with respect to particular requested deliveries, during any period when the transfer books of the Trustee are closed or if any such action is deemed necessary or advisable by the Trustee or the Sponsor for any reason at any time or from time to time. None of the Trustee, the Sponsor or the Depository will be liable for the rejection or acceptance of any purchase order or Basket Euro Amount.

REDEMPTION PROCEDURES

The following chart is intended to help you understand the redemption process:

Redemption Process

Summary : In order to redeem Shares, an Authorized Participant must send the Trustee a redemption order specifying the number of Baskets that the Authorized Participant wishes to redeem. The Authorized Participant must also pay the Trustee a $500 transaction fee, which will not be contributed to the Trust, for each redemption order. The Trustee then instructs the Depository to send the Authorized Participant euro and directs DTC to cancel the Authorized Participant's Shares that were redeemed.

The procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders placed by 4:00 PM (New York time) on a business day will have that day as the order redemption date. A redemption order so received is normally effective on the date it is received in satisfactory form by the Trustee. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an individual Shareholder to redeem any Shares in an amount less than a Basket or to redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC's book-entry system to the Depository not later than 2:30 PM (Central European time) on the third business day after the redemption order date. Before the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

Determination of redemption distribution

The redemption distribution from the Trust is a wire transfer, to an account of the redeeming Authorized Participant identified by the Authorized Participant, in the amount of the euro held by the

Trust evidenced by the Shares being redeemed, giving effect to all estimated accrued but unpaid interest and expenses. Redemption distributions are subject to the deduction of any applicable tax or other governmental charges that may be due. All questions as to the amount of a redemption distribution are finally determined by the Trustee. The Trustee's determination of the amount shall be final and binding on all persons interested in the Trust.

Delivery of redemption distribution

The redemption distribution due from the Trust is delivered to the Authorized Participant on the third business day after the redemption order date if, by 2:30 PM (Central European time) on the third business day after the redemption order date, the Trustee's DTC account has been credited with the Baskets to be redeemed.

The Depository wires the redemption amount from the Deposit Account to an account of the redeeming Authorized Participant identified by the Authorized Participant. The Authorized Participant and the Trust are each at risk in respect of euro credited to their respective accounts in the event of the Depository's insolvency. See "Risk Factors — Euro held in the Trust's euro account and any Authorized Participant's euro account will not be segregated from the Depository's assets . . ."

Suspension or rejection of redemption orders

CREATION AND REDEMPTION TRANSACTION FEE

To compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Trustee of $500 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced or, with the consent of the Sponsor, increased. The Trustee shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice.

TAX RESPONSIBILITY

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.

Description of the Depositary Trust Agreement

The Trust will operate in accordance with the terms of a Depositary Trust Agreement among the Sponsor, the Trustee, the registered holders and beneficial owners of Shares and all persons depositing euro for creation of Shares. The following is a description of the material terms of the Depositary Trust Agreement, which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

THE SPONSOR

This section summarizes some of the important provisions of the Depositary Trust Agreement that apply to the Sponsor. For a general description of the Sponsor's role concerning the Trust, see "The Sponsor."

Limitation on Sponsor's liability

The Sponsor is not subject to any liability under the Depositary Trust Agreement to any Shareholder or Authorized Participant, except that the Sponsor agrees to perform its duties specifically set forth in the Depositary Trust Agreement without negligence or bad faith. The Sponsor is not obligated to prosecute any action, suit or other proceeding with respect to the Trust property. The Sponsor is entitled to rely on advice received from legal counsel, accountants, any Authorized Participant, any Shareholder or any other person that the Sponsor in good faith believes is competent to give such advice. The Sponsor shall not be liable for any acts or omissions made by a successor sponsor. The Sponsor is not obligated to comply with any direction or instruction from any Shareholder or Authorized Participant regarding the Shares except to the extent specifically provided in the Depositary Trust Agreement.

Indemnification of the Sponsor

The Trustee indemnifies the Sponsor, its members, officers, employees and agents (each a "Sponsor Indemnified Party") against, and holds each of them harmless from, any loss, liability, cost, expense or judgment caused by the negligence or bad faith of the Trustee or arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in this registration statement or any amendment hereto.

Each Sponsor Indemnified Party is indemnified by the Trust and held harmless against any loss, liability or expense incurred without (i) negligence, bad faith, willful misconduct or willful malfeasance on the part of the Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Depositary Trust Agreement or (ii) reckless disregard on the part of the Sponsor Indemnified Party of its obligations and duties under the Depositary Trust Agreement. Such indemnity includes payment from the Trust of the costs and expenses of the Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as a Sponsor Indemnified Party. Any amounts payable to the Sponsor Indemnified Party may be payable in advance or secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Shareholders and, in such event, the legal expenses and costs of such actions shall be expenses and costs of the Trust and the Sponsor shall be entitled to reimbursement by the Trust.

Resignation of the Sponsor; successor sponsor

The Sponsor may resign its position as sponsor at any time by delivering to the Trustee a written resignation. Thereafter, the Trustee may do any one or more of the following: (1) appoint a successor sponsor to assume, with such compensation from the Trust as the Trustee may deem reasonable under the circumstances, the duties and obligations of the Sponsor; (2) agree to act as sponsor without appointing a successor sponsor; or (3) terminate the Trust. The Trustee has no obligation to appoint a successor sponsor or to assume the duties of the Sponsor and will have no liability to any person because the Trust is terminated as described in the preceding sentence. The Sponsor's resignation becomes effective when the Trustee appoints a successor sponsor and the successor sponsor accepts that appointment or the Trustee itself agrees to act as sponsor. Upon effective resignation, the Sponsor will be discharged and will no longer be liable in any manner except as to acts or omissions occurring before its resignation, and the new sponsor will then undertake and perform all duties and be entitled to all rights and compensation as sponsor under the Depositary Trust Agreement.

If the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of its duties under the Depositary Trust Agreement or becomes bankrupt or its affairs are taken over by public authorities, the effect of that event shall be the same as if the Sponsor had given a notice of resignation.

The Sponsor may transfer all or substantially all of its assets to an entity which carries on the business of the Sponsor if at the time of the transfer the successor assumes all of the obligations of the Sponsor under the Depositary Trust Agreement. In such an event, the Sponsor will then be relieved of all further liability under the Depositary Trust Agreement.

THE TRUSTEE

This section summarizes some of the important provisions of the Depositary Trust Agreement that apply to the Trustee. For a general description of the Trustee's role concerning the Trust, see "The Trustee."

Qualifications of the Trustee

The Trustee and any successor trustee must be a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any of its states, and authorized under such laws to exercise corporate trust powers and be a DTC Participant or a participant in another securities depository then acting on behalf of the Trust. In certain other circumstances, a Trustee or successor trustee may be appointed so long as it had, at the time of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of not less than $500 million.

Limitation on Trustee's liability

The Trustee is not subject to any liability under the Depositary Trust Agreement to any Shareholder or Authorized Participant, except that the Trustee agrees to perform its duties specifically set forth in the Depositary Trust Agreement without negligence or bad faith. The Trustee is not obligated to prosecute any action, suit or other proceeding with respect to the Trust property. The Trustee is entitled to rely on advice received from legal counsel, accountants, any Authorized Participant, any Shareholder or any other person that the Trustee in good faith believes is competent to give such advice. The Trustee shall not be liable for any acts or omissions made by a successor trustee. The Trustee is not obligated to comply with any direction or instruction from any Shareholder or Authorized Participant regarding the Shares except to the extent specifically provided in the Depositary Trust Agreement.

Indemnification of the Trustee

The Sponsor will indemnify the Trustee, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including, but not limited to, the reasonable fees and expenses of counsel) that is incurred by any of them and that arises out of or is related to (i) any offer or sale by the Trust of Baskets of Shares, (ii) acts performed or omitted pursuant to the Depositary Trust Agreement, and (iii) any filings with or submissions to the SEC in connection with or with respect to Shares. However, the Sponsor is not obligated to indemnify the Trustee for losses attributable to (x) the negligence or bad faith of, or material breach of the terms of the Depositary Trust Agreement by, the Trustee, (y) written information furnished in writing from the Trustee to the Sponsor expressly for use in this Registration Statement or any amendment hereto filed with the SEC, or (z) any misrepresentations or omissions made by an Authorized Participant (other than the Sponsor) in connection with the offer and sale of Shares.

Taxes

If any tax or other governmental charge becomes payable by the Trustee with respect to any transfer or redemption of Shares, such tax or other governmental charge will be payable by the Shareholders to the Trustee. The Trustee will refuse to effect any registration of transfer of such Shares or any withdrawal of Trust property represented by such Shares until such payment is made, and may withhold any distributions, or may sell for the account of the Shareholder thereof Trust property or Shares, and may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Shareholder will remain liable for any deficiency. The Trustee shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Shareholders entitled thereto as in the case of a distribution in cash.

Protection for amounts due to Trustee

The Trustee will withdraw from the Deposit Account, amounts necessary to pay the Trust expenses provided for in the Depositary Trust Agreement and any otherwise unpaid expenses thereunder. If

requested by the Sponsor and agreed to by the Trustee, the Trustee will advance amounts out of its own funds for the payment of Trust expenses, up to an agreed amount. The Trustee willl have a lien on the Deposit Account to the extent of all amounts advanced by it at the Sponsor's request. This lien will be superior to the interest of the beneficial owners of the Shares.

Resignation, discharge or removal of Trustee; successor trustees

Resignation . The Trustee may resign at any time by delivering written notice to the Sponsor. The Trustee's resignation will take effect upon the appointment of a successor trustee and its acceptance of such appointment.

Removal by the Sponsor . If the Trustee is adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then the Sponsor is required to remove the Trustee, and such removal will take effect upon the appointment of a successor trustee and its acceptance of such appointment.

Removal by Shareholders . The holders of at least two-thirds (66-2/3%) of the Shares then outstanding may at any time remove the Trustee by written instrument or instruments delivered to the Trustee and Sponsor.

Removal for Material Breach . If at any time the Trustee ceases to be a qualified bank under the Depositary Trust Agreement or is in material breach of its obligations under the Depositary Trust Agreement and the Trustee fails to cure such breach within 30 days after receipt by the Trustee of written notice specifiying such default from the Sponsor or Shareholders acting on behalf of at least 25% of the outstanding Shares specifying, the Sponsor, acting on behalf of the Shareholders, may remove the Trustee.

Appointing Successor Trustees . If the Trustee resigns or is removed, the Sponsor, acting on behalf of the Shareholders, will use its reasonable efforts to appoint a successor trustee that meets the requirements set forth in the Depositary Trust Agreement. Every successor trustee is required to execute and deliver to its predecessor and to the Sponsor a written acceptance of its appointment. The successor trustee will then become fully vested with all the rights, powers, duties and obligations of the Trustee. Nevertheless, the predecessor trustee, upon payment of all sums due it and on the written request of the Sponsor is required to execute and deliver an instrument transferring to the successor trustee all rights and powers of such predecessor hereunder, is required to duly assign, transfer and deliver all right, title and interest in the Trust property to such successor, and is required to deliver to such successor a list of the Shareholders of all outstanding Shares. The Sponsor or any such successor trustee is required to promptly mail notice of the appointment of such successor trustee to the Shareholders.

Trustee's liability for successor trustee . The Trustee will not be liable for any acts or omissions made by a successor trustee whether in connection with a previous act or omission of the Trustee or in connection with any matter arising wholly after the resignation of the Trustee, provided that in connection with the issue out of which such potential liability arises the Trustee performed its obligations without negligence or bad faith while it acted as Trustee.

DISTRIBUTIONS

ACTIONS TAKEN TO PROTECT THE TRUST

The Trustee and the Sponsor may each, in their own discretion, undertake any action that they consider necessary or desirable to protect the Trust or the interests of the Shareholders. The expenses

incurred by the Trustee or the Sponsor in connection therewith (including the fees and disbursements of legal counsel) will be expenses of the Trust, and the Trustee and the Sponsor will be entitled to be reimbursed for those expenses by the Trust. The Trustee and Sponsor are, however, required to notify and consult with each other before undertaking any protective action or if the Trustee or Sponsor become aware of any development or event that affects the administration of the Trust but is not contemplated or provided for in the Depositary Trust Agreement.

VALUATION OF EURO, DEFINITION OF NET ASSET VALUE

The result is the NAV of the Trust for that business day. The Trustee shall also divide the NAV of the Trust by the number of Shares outstanding for the date of the evaluation then being made, which figure is the "NAV per Share." For purposes of the preceding sentence, the number of Shares deemed outstanding shall include Shares to be delivered under purchase orders having order dates on or before the preceding business day and shall exclude Shares to be surrendered under redemption orders having order dates on or before the preceding business day.

EXPENSES OF THE TRUST

The Trust's only ordinary recurring expense is expected to be the Sponsor's fee. The Sponsor is obligated under the Depositary Trust Agreement to pay the following administrative and marketing expenses of the Trust: the Trustee's monthly fee, typical maintenance and transaction fees of the Depository, NYSE listing fees, SEC registration 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 is also obligated to pay the costs of the Trust's organization and the costs of the initial sale of the Shares, including the applicable SEC registration fees.

The Sponsor's fee accrues daily at an annual nominal rate of 0.40% of the euro in the Trust. The Trust will use interest earned on the Deposit Account to pay the Sponsor's fee and any other Trust expenses that may arise from time to time. If that interest is not sufficient to fully pay the Sponsor's fee and Trust expenses, then the Trustee will withdraw deposited euro as needed. Euro will be converted to USD at the prevailing market rate at the time of conversion to pay expenses.

The following additional expenses may be charged to the Trust: (1) 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 interests of Shareholders; (2) indemnification of the Sponsor; (3) taxes and other governmental charges; and (4) expenses of the Trust other than those the Sponsor is obligated to pay pursuant to the Depositary Trust Agreement.

In order to pay the Trust's expenses, the Trustee will make payments using euro held in the Desposit Account. For expenses not payable in euro, if any, the Trustee will convert euro to other currencies as necessary to pay the Trust's expenses. The Trustee will withdraw the smallest amount of euro required to purchase amounts of another currency sufficient to pay Trust expenses and the costs of currency conversion. The Trustee will place euro sale orders with dealers (which may include the Depository or the Trustee or their affiliates) through which the Trustee expects to receive a commercially reasonable price and good execution of orders. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any conversion. See "United States Federal Tax Consequences — Taxation of U.S. Shareholders" for information on the tax treatment of euro sales.

THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY

It is anticipated that DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the U.S. Federal

Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC has agreed to administer its book-entry system in accordance with its rules and by-laws and the requirements of law.

The Sponsor and the Trustee will apply to DTC for acceptance of the Shares in its book-entry settlement system. If the Shares are eligible for book-entry settlement, individual certificates will not be issued for the Shares. Instead, global certificates will be signed by the Trustee and the Sponsor on behalf of the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Trustee on behalf of DTC. The global certificates will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global certificates will be made and intended for the purpose of binding only the Trust and not the Trustee or the Sponsor individually.

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Trustee and the Authorized Participants will designate the accounts to be credited and charged in the case of creation or redemption of Shares.

Beneficial ownership of the Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants) and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants). A Shareholder is expected to receive from or through the DTC Participant maintaining the account through which the Shareholder purchased its Shares a written confirmation relating to the purchase.

A Shareholder that is not a DTC Participant may transfer its Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholder holds its Shares to transfer the Shares. A Shareholder that is a DTC Participant may transfer its Shares by instructing DTC in accordance with the rules of DTC. Transfers will be made in accordance with standard securities industry practice.

DTC may discontinue providing its service with respect to the Shares by giving notice to the Trustee and the Sponsor. Under such circumstances, the Trustee and the Sponsor would either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, terminate the Trust.

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because it is anticipated that the Shares will only be held in book-entry form through DTC and DTC Participants, investors will rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section of the prospectus. Investors should consult with their brokers or banks to find out about procedures and requirements for securities held in book-entry form through DTC.

SHARE SPLITS

If the Sponsor believes that the per-Share price on the NYSE is outside a desirable trading range, then the Sponsor may direct the Trustee to declare a split or reverse split in the number of Shares outstanding and to make a corresponding change in the number of Shares constituting a Basket.

BOOKS AND RECORDS

The Trustee will keep books for the registration of Shares that will be open to inspection by any person who establishes to the Trustee's satisfaction that such person is a Shareholder upon reasonable advance notice at all reasonable times during the usual business hours of the Trustee.

The Trustee keeps a copy of the Depositary Trust Agreement on file in its office which is available for inspection on reasonable advance notice at all reasonable times during its usual business hours by any Shareholder. A copy of the Depositary Trust Agreement has also been filed as an exhibit to the registration statement of which this prospectus is part and is available on the SEC's website at www.sec.gov . Under the Depositary Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits of $500 million.

STATEMENTS, FILINGS AND REPORTS

After the end of each fiscal year and within the time period required by applicable law, the Sponsor will cause to be prepared an annual report for the Trust containing audited financial statements. The annual report will be in such form and contain such information as is then required by applicable laws, rules and regulations and may contain such additional information which the Sponsor determines will be included. The annual report will be filed with the SEC and the NYSE and shall be distributed to such persons and in such manner, as shall be required by applicable laws, rules and regulations.

The Sponsor is responsible for the registration and qualification of the Shares under the federal securities laws. The Sponsor will also prepare, or cause to be prepared, and file any periodic reports or current reports required under the Securities Exchange Act. The Trustee will assist and support the Sponsor in the preparation of such reports.

The accounts of the Trust will be audited, as required by law and as may be directed by the Sponsor, by independent certified public accountants designated from time to time by the Sponsor. The accountants' report will be furnished by the Trustee to Shareholders upon request.

The costs incurred in connection with such statements, filings and reports are expenses of the Sponsor. If, however, legal fees and expenses exceed $100,00 per year, the excess will be expenses of the Trust. See "Investment Attributes of the Trust — Trust Expenses."

TERMINATION OF THE TRUST

The Trustee will set a date on which the Depositary Trust Agreement will terminate and mail notice of that termination to the registered holders of Shares at least 30 days prior to the date set for termination if either of the following occurs:


•	the Sponsor resigns or is unable to perform its duties or becomes bankrupt or insolvent and the Trustee does not appoint a successor and does not agree to act as sponsor; or


•	Shareholders holding at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust.

In addition, if any of the following events occurs, the Trustee will set a date on which the Depositary Trust Agreement will terminate and mail notice of that termination to the registered holders of Shares at least 30 days prior to the date set for termination if the Sponsor, having been notified by the Trustee of the occurrence of any such event, has notified the Trustee in writing that it has determined, in its sole discretion, to terminate the Depositary Trust Agreement:


•	the Trustee is notified that the Shares are delisted from the NYSE and have not been approved for listing on another national securities exchange within five business days of their delisting;


•	the SEC determines that the Trust is an investment company under the Investment Company Act, as amended, and the Trustee has actual knowledge of the determination;


•	the Net Asset Value of the Trust remains less than $100 million for 30 consecutive business days at any time after the first 90 days of the Shares being traded on the NYSE;


•	the Depository resigns or is removed;


•	all of the Trust's assets are sold;


•	The aggregate market capitalization of the Trust, based on the closing price for the Shares remains less than $300 million for five consecutive trading days;


•	DTC is unwilling or unable to perform its functions under the Depositary Trust Agreement and no suitable replacement is available; or


•	the Trust fails to qualify for treatment, or ceases to be treated, for United States federal income tax purposes, as a grantor trust.

The Trustee may set a date on which the Trust will terminate and mail notice of that termination to the Shareholders at least 30 days prior to the date set for termination if 60 days have elapsed since the Trustee gave the Sponsor notice of its election to resign and no successor trustee appointed by the Sponsor has accepted appointment as Trustee.

The Trust will terminate on [ ], 2045 if it has not been terminated prior to that date.

AMENDMENTS

Subject to certain limitations prohibiting any amendment of certain sections of the Depositary Trust Agreement, the Trustee and the Sponsor may amend most provisions of the agreement without the consent of any Shareholders. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees or other such expenses) or that otherwise prejudices any substantial existing right of the Shareholders will not become effective as to outstanding Shares until 30 days after notice of such amendment is given to the Shareholders. Every Shareholder, at the time any amendment so becomes effective, will be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by the Depositary Trust Agreement as amended thereby. In no event will any amendment impair the right of the Shareholders to surrender Baskets of Shares and receive the amount of Trust property represented by the Baskets, except in order to comply with mandatory provisions of applicable law.

GOVERNING LAW; CONSENT TO NEW YORK JURISDICTION

The Depositary Trust Agreement, and the rights of the Sponsor, the Trustee, DTC (as registered owner of the Trust's global certificates for Shares) and the Shareholders under the Depositary Trust Agreement, are governed by the laws of the State of New York. The Sponsor, the Trustee and DTC and, by accepting Shares, each DTC Participant and each Shareholder, consents to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted.

United States Federal Tax Consequences

The following discussion of the material U.S. federal income tax consequences that generally apply to the purchase, ownership and disposition of Shares by a U.S. Shareholder (as defined below), and certain U.S. federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to U.S. federal tax law and subject to the limitations and qualifications described therein, the opinion of Foley & Lardner LLP, special United States federal tax counsel to the Sponsor. The discussion below is based on the Internal Revenue Code, Treasury Regulations promulgated under the Internal Revenue Code and judicial and administrative interpretations of the Internal Revenue Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.

For purposes of this discussion, a "U.S. Shareholder" is a Shareholder that is:


•	An individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes;


•	A corporation created or organized in or under the laws of the United States or any political subdivision thereof;


•	An estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Internal Revenue Code section 7701(a)(30)) have the authority to control all substantial decisions of the trust, or if the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

For purposes of this discussion, a "Non-U.S. Shareholder" is a Shareholder that is not a U.S. Shareholder as defined above and that is classified for U.S. federal income tax purposes as being neither a partnership nor a "disregarded entity." For U.S. federal income tax purposes, the treatment of any beneficial owner of an interest in an entity classified as a partnership for U.S. federal income tax purposes will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships should consult their tax advisors about the U.S. federal income tax consequences of purchasing, owning and disposing of Shares. For U.S. federal income tax purposes, the assets held by any entity that is classified as a "disregarded entity" and that has a single member are generally deemed to be held directly by such member.

TAXATION OF THE TRUST

The Trust is classified as a "grantor trust" for U.S. federal income tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust's income and expenses "flow through" to the Shareholders, and the Trustee will report the Trust's income, gains, losses and deductions to the Internal Revenue Service on that basis.

TAXATION OF U.S. 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 Trust's income, if any, and as if they directly incurred their respective pro-rata shares of the Trust's expenses. In the case of a U.S. Shareholder that acquires Shares as part of a creation of a Basket, the delivery of euro to the Trust in exchange for the Shares

will not be a taxable event to the Shareholder. With respect to the increase in the amount of the U.S. Shareholder's share of the euro held in the Trust that results from such a delivery, the Shareholder's aggregate tax basis (as determined immediately after such delivery) in those euro that are held in the Trust and that are attributable to such increase, and the Shareholder's aggregate tax basis in the Shares received upon such delivery, will each be the same as the Shareholder's aggregate tax basis (as determined immediately prior to such delivery) in the euro that are delivered by the Shareholder to the Trust.

Any Shares that are received by a U.S. Shareholder to evidence the Shareholder's pro-rata share of any interest earnings of the Trust generally will have a tax basis equal to the USD-equivalent of the amount of the Shareholder's pro-rata share of the interest earnings.

When the Trust sells euro — for example, to pay expenses — a U.S. Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder's pro-rata share of the amount realized by the Trust upon the sale and (2) the Shareholder's tax basis for its pro-rata share of the euro that were sold.

Redemption of some or all of a U.S. Shareholder's Shares in exchange for the underlying euro represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder's tax basis for the euro received in the redemption generally will be the same as the Shareholder's tax basis for the portion of its pro rata share of the euro held in the Trust immediately prior to the redemption that is attributable to the Shares redeemed. In determining the portion of the U.S. Shareholder's total tax basis in the euro held in the Trust that is attributable to the Shares redeemed, the U.S. Shareholder generally will be required to use the method, if any, that it has used previously to determine the tax basis of nonfunctional currency amounts withdrawn from accounts with a bank or other financial institution. A subsequent sale of the euro received by the Shareholder will be a taxable event.

U.S. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, are urged to consult their own tax advisers as to the determination of the tax basis for the underlying euro related to such Shares.

In the case of a U.S. Shareholder that uses the U.S. dollar as its functional currency, any gain or loss recognized by such U.S. Shareholder upon the sale of Shares, or upon the sale of euro by the Trust, generally will be treated under Internal Revenue Code section 988 as ordinary income or loss for U.S. federal income tax purposes. The share of any interest income earned by the Trust that is allocable to a U.S. Shareholder will be treated as ordinary income for U.S. federal income tax purposes.

BROKERAGE FEES AND TRUST EXPENSES

Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder's tax basis in the underlying assets of the Trust. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.

Shareholders will be required to recognize gain or loss upon a sale of euro by the Trust (as discussed above), even though some or all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Internal Revenue Code.

INVESTMENT BY REGULATED INVESTMENT COMPANIES

Mutual funds and other investment vehicles which are "regulated investment companies" within the meaning of Internal Revenue Code section 851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a "security" within the meaning of the

Investment Company Act of 1940, may be considered an investment in the underlying euro for purposes of Internal Revenue Code section 851(b) and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of the qualification of such vehicles under Internal Revenue Code section 851.

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING FOR U.S. AND NON-U.S. SHAREHOLDERS

The Trustee will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Trust. Proposed regulations, if finalized in their current form, would require that each Shareholder be provided with information regarding its allocable portion of the Trust's annual income (if any) and expenses, and sales of Trust assets, including, in the case of a sale of euro, the amount of proceeds attributable to each Share. Each Shareholder, however, would be required to determine for itself the amount of gain or loss recognized with respect to such sales.

A U.S. Shareholder may be subject to U.S. backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. A Non-U.S. Shareholder may have to comply with certification procedures to establish that the Shareholder is not a U.S. person in order to avoid the information reporting and backup withholding tax requirements.

The amount of any backup withholding will be allowed as a credit against a Shareholder's U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

INCOME TAXATION OF NON-U.S. SHAREHOLDERS

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. Shareholder's 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.

ESTATE AND GIFT TAX CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS

An individual who is neither a citizen nor a resident (as specially defined for U.S. federal estate and gift tax purposes) of the United States is generally subject to U.S. estate tax on all property that has a U.S. "situs." An individual who is neither a citizen nor a resident (as specially defined for U.S. federal estate and gift tax purposes) of the United States is generally subject to U.S. federal gift tax on gifts of tangible personal property or real property having a U.S. situs. In addition, the U.S. federal "generation-skipping transfer tax" may apply in certain circumstances if an individual who is neither a citizen nor a resident (as specially defined for U.S. federal estate and gift tax purposes) of the United States makes a transfer of property that has a U.S. situs. Neither the Shares nor the euro underlying the Shares should be considered to have a U.S. situs for purposes of the U.S. federal estate tax, gift tax, and generation-skipping transfer tax.

Shareholders are urged to consult their tax advisers regarding the possible application of U.S. federal estate, gift, and generation-skipping transfer taxes in their particular circumstances.

TAXATION IN JURISDICTIONS OTHER THAN THE UNITED STATES

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

ERISA and Related Considerations

The fiduciary investment rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") generally apply to private employee benefit plans and to certain investment funds in which such plans participate ("ERISA Investors"). These rules are generally not applicable to individual retirement arrangements ("IRAs"), plans covering only self-employed individuals, governmental plans, church plans or foreign plans ("Non-ERISA Investors"). Consequently, much of the following discussion of the fiduciary issues arising under ERISA is generally not applicable to such investors. Non-ERISA Investors may be subject to various other fiduciary requirements under state law or other applicable law, however, which they should consider before investing in the Shares.

ERISA Investors, as well as IRAs and plans covering only self-employed individuals, are generally subject to the prohibited transaction rules of Section 4975 of the Internal Revenue Code and Section 302 of ERISA.

FIDUCIARY ISSUES

A fiduciary of an ERISA Investor should consider its fiduciary responsibilities under ERISA before investing in the Shares. These duties require the fiduciary to act solely in the interests of the ERISA plan's participants and beneficiaries. These duties also obligate the fiduciary to consider the appropriateness of any one given investment in light of the ERISA plan's entire portfolio.

Before investing in the Shares, fiduciaries of ERISA Investors should review and determine (1) ERISA's fiduciary standards, (2) whether an investment in the Shares would be consistent with ERISA's prudence and diversification requirements, including consideration of the "Risk Factors" disclosed elsewhere in this prospectus, (3) whether such an investment would constitute a direct or indirect non-exempt prohibited transaction and (4) whether the fiduciaries have the appropriate authority to make the investment under the governing ERISA plan documents and investment policies, as well as under Title I of ERISA.

Fiduciaries of ERISA Investors should also consider prohibitions in ERISA and in the Internal Revenue Code relating to an ERISA Investor engaging in certain transactions involving "plan assets" with persons who are "parties in interest" under ERISA or "disqualified persons" under the Internal Revenue Code with respect to such plan. As noted above, the prohibited transaction provisions of the Internal Revenue Code also apply to some Non-ERISA Investors and such investors also should consider these provisions prior to investing in the Shares. These prohibited transaction rules are complex and may prohibit an investment in the Shares by certain ERISA Investors and Non-ERISA Investors.

ERISA Investors may currently maintain relationships with the Trustee, Sponsor or Depository or their principals or affiliates. Such entities may be deemed parties in interest with respect to an ERISA Investor. ERISA prohibits the use of plan assets for the benefit of a party in interest and also prohibits a fiduciary with respect to an ERISA Investor from using its position to cause an ERISA Investor to make an investment from which it or certain third parties related to the fiduciary would receive a fee or other consideration. Similar provisions are imposed by the Internal Revenue Code with respect to IRAs and retirement plans covering only self employed individuals. In certain cases, exemptions apply with respect to certain transactions that might otherwise be prohibited by ERISA.

Each ERISA Investor should consult with its counsel to determine whether investment in the Shares may be prohibited by ERISA or otherwise would violate ERISA.

Each IRA Non-ERISA Investor should consult with its counsel to determine whether investment in the Shares may be prohibited by the Internal Revenue Code.

PLAN ASSET ISSUES

It is anticipated that the Shares will constitute "publicly offered securities" as defined in Section 2510.3-101(b)(2) of the U.S. Department of Labor regulations. Accordingly, Shares purchased by an ERISA Investor will constitute Plan Assets, but the assets of the Trust will not be considered "plan assets" for purposes of ERISA.

Plan of Distribution

In addition to, and independent of, the Sponsor's purchase and redemption of one Share and the Initial Purchaser's purchase of three Baskets described below, the Trust issues Shares in Baskets to Authorized Participants in exchange for deposits of the amount of euro represented by the Baskets being created on a continuous basis. Because new Shares are created and issued on an ongoing basis, throughout the life of the Trust a "distribution" (as such term is used in the Securities Act) will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter.

A Shareholder who buys or sells Shares from, to, or through a broker-dealer should expect to be charged a commission by the broker-dealer for effecting the transaction. Investors are encouraged to review the terms of their brokerage accounts for details on applicable commissions or charges.

Dealers who are not "underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by section 4(3) of the Securities Act.

The Sponsor intends to qualify the Shares in states selected by the Sponsor and through broker-dealers that are members of the National Association of Securities Dealers, Inc. Investors intending to create or redeem Baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor's state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws before such creation or redemption.

The Distributor is assisting the Sponsor in developing a marketing plan for the Trust, preparing marketing materials regarding the Shares, including the content of the Trust's website, executing the marketing plan for the Trust and providing strategic and tactical research on the foreign exchange markets, in each case in compliance with applicable laws and regulations.

On , 2005, the Sponsor deposited 100 euro in the Deposit Account in exchange for one Share. That same day the Trustee instructed DTC to record, and DTC recorded, the Share as owned by the Sponsor. The Sponsor purchased the Share solely for the purpose of forming the Trust and the Sponsor will redeem the Share for 100 euro immediately after this registration statement is effective. Simultaneously with the redemption of the Share, the Initial Purchaser, , will deposit 15,000,000 euro in the Deposit Account and the Trustee will instruct DTC to record, and DTC will record, three Baskets totaling 150,000 Shares (a price of 100 euro per Share) as owned by the Initial Purchaser.

Note to Secondary Market Investors: The Shares can be purchased or redeemed directly from the Trust only in Creation Baskets or Redemption Baskets, respectively. Each Creation Basket and Redemption Basket consists of 50,000 Shares and is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase or redeem Shares directly from the Trust. Some of the information contained in this prospectus, including information about buying and selling Shares directly from and to the Trust, is not relevant to most investors. The Shares will be listed and traded on the NYSE and may be purchased and sold in lots of Shares. Individuals interested in purchasing Shares in the secondary market should contact their broker-dealers. Shares purchased or sold through a broker-dealer can be expected to carry a mark-up, mark-down or commission.

Legal Proceedings

There are no legal proceedings against the Sponsor or the Trust and no legal proceedings against the Trustee or the Depository relating to the operation of the Trust or the offering of the Shares.

Legal Matters

The validity of the Shares will be passed upon for the Sponsor by Foley & Lardner LLP, who, as special United States tax counsel to the Trust, also will render an opinion regarding the material federal income tax consequences relating to the Shares. In addition to receiving customary legal fees, Foley & Lardner LLP will be paid an annual fee for the life of the Trust, which will be borne by the Sponsor and based on the NAV of the Trust, for its assistance in developing the structure of the Trust and this offering.

Experts

The Statement of Financial Condition included in this prospectus has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein, and has been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find More Information

The Sponsor has filed on behalf of the Trust a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov , or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Trust and the Shares also can be obtained from the Trust's website. The internet address of the Trust's website is www.currencyshares.com . This internet address is only provided here as a convenience to you to allow you to access the Trust's website. The information contained on or connected to the Trust's website is not part of this prospectus or the registration statement of which this prospectus is part.

The Trust is subject to the informational requirements of the Securities Exchange Act. The Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Trust pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at

100 F Street, N.E., Washington, D.C. 20549-4561 and online at www.sec.gov . You also may obtain copies of such material from the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549-4561, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov .

Index to Financial Statements

F-1

Report of Independent Registered Public Accounting Firm

[To be furnished by amendment.]

F-2

Euro Currency Trust

Statement of Financial Condition


Assets
Current assets
Euro Deposits (cash)				$ *
Receivable for redeemable capital shares sold
Total Assets				$ *
Liabilities and Shareholders' Equity
Current Liabilities				$
Accrued Expenses
Total Liabilities
Commitments and Contingent Liabilities
Redeemable Capital Shares, at redemption value, no par value, 150,000 authorized — issued and outstanding				*
Total Liabilities and Shareholders' Equity				$ *

See Notes to Financial Statement.


	* These amounts will be the U.S. dollar equivalent of the 100 euro deposited by the Sponsor on the date of the Statement of Financial Condition.

F-3

Notes to Financial Statement

1. Organization and Description of the Trust

The Euro Currency Trust (the "Trust") was formed under the laws of New York on , 2005 when the Sponsor deposited 100 euro in the Deposit Account. The sponsor is Rydex Specialized Products LLC d/b/a "Rydex Investments" (the "Sponsor"), 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 Trustee and the Trust's principal service providers. The trustee, The Bank of New York (the "Trustee"), is responsible for the day-to-day administration of the Trust.

The investment objective of the Trust is for the Trust's shares (the "Shares") to reflect the price of the euro. The Trust's assets will consist only of euro on demand deposit in a euro-denominated, interest-bearing account at JPMorgan Chase Bank N.A., London Branch (the "Depository"). The Trust will offer a vehicle for investors to own and trade euro based on a share-certificate format.

The Trustee will terminate the Trust if: (i) the Sponsor resigns or is unable to perform its duties or becomes bankrupt or insolvent and the Trustee does not appoint a successor and does not agree to act as sponsor; or (ii) Shareholders holding at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust.

The Sponsor may, in its sole discretion, elect to terminate the Trust if: (i) the net asset value of the Trust remains less than $100 million for 30 consecutive business days at any time after the first 90 days of the Shares being offered on the New York Stock Exchange; (ii) at any time after the first anniversary of the Trust's formation the net asset value of the Trust is less than $300 million for five consecutive trading days; (iii) the Trust ceases to be treated as or fails to qualify for treatment as a grantor trust for U.S. federal income taxes; or (iv) other events occur, as outlined in this Registration Statement.

The Trustee may, in its sole discretion, elect to terminate the Trust if 60 days have elapsed since the Trustee gave the Sponsor notice of its election to resign and no successor trustee appointed by the Sponsor has accepted appointment as Trustee.

In any event, the Trust will terminate on [ ], 2045. See "Description of the Trust Agreement — Termination of the Trust."

2. Significant Accounting Policies

A. Euro Deposits

Euro Deposits consists of a euro-denominated, interest-bearing demand account.

B. 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 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. Actual results could differ from those estimates.

C. Foreign Currency Translation

Foreign Currency Translation

Euro Deposits (cash) are translated at the Noon Buying Rate, which is the 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 is open for regular trading. Income is translated at the average exchange rates during the year. Expenses are paid in U.S. dollars. Transaction and translation gains and losses are reflected in earnings.

F-4

D. 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 holders of Shares of the Trust.

E. Revenue Recognition

Interest is accrued as earned. When euro are converted to pay expenses in U.S. dollars, it is considered a sale of euro for financial statement purposes. Realized gains and losses on the sale of euro are computed on the [FIFO/LIFO/Average cost] basis, on the day of conversion to U.S. dollars.

When Shares are redeemed in baskets of euro, it is considered a sale of euro for financial statement purposes. Realized gains and losses on sales of euro are computed on the [FIFO/LIFO/Average cost] basis, on the redemption date. Foreign currency gains and losses incurred between transaction date and settlement date are included in earnings.

3. 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 of 50,000 Shares in exchange for euro. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. Authorized Participants are the only persons that 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 institution eligible to settle securities transactions though the book-entry facilities of the Depository Trust Company 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 the prescribed aggregations of 50,000 Share Baskets.

The Trustee will calculate the Trust's net asset value ("NAV") each business day. To calculate the NAV, the Trustee will subtract the Sponsor's 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 U.S. dollars 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 Trust's 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.

Due to expected continuing sales and redemption of capital stock and the three-day period for settlement of the Shares, the Trust reflects Shares sold as a receivable, rather than as contra equity. Shares redeemed are reflected as a liability on the trade date. Outstanding Shares are reflected at a redemption value, which is the net asset value per share at the period ended date.

4. Expenses

The Sponsor's 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.

The Sponsor has agreed to assume and pay the following administrative and marketing expenses incurred by the Trust: the Trustee's monthly fee, NYSE listing fees, SEC registration fees, typical

F-5

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 Trust's organization and the initial sales of the Shares.

In certain exceptional cases the Trust will pay for some expenses. These exceptions include expenses not assumed by the Sponsor (i.e., expenses 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 fees and expenses in excess of $100,000 per year.

5. Related Parties

The Sponsor and the Trustee are related parties relative to the Trust. The Sponsor generally oversees the performance of the Trustee and the Trust's principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trust's service providers. The Trustee is generally responsible for the day-to-day administration of the Trust. This includes paying the Trust's expenses, including selling the Trust's euro, if needed, calculating the NAV of the Trust and the NAV per Share each business day, receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC.

Affiliates of the Trustee along with the Depository and its affiliates may from time to time act as Authorized Participants or purchase or sell Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

6. Concentration Risk

Substantially all of the Trust's assets are holdings of euro, which creates a concentration risk associated with fluctuations in the price of euro. Accordingly, a decline in the price of euro will have an adverse effect on the value of the Shares of the Trust. 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.

7. Commitments and Contingencies

Under the Trust's organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. The Trust's 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.

F-6

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

TABLE OF CONTENTS

Item 13. Other Expenses of Issuance and Distribution.

The expenses expected to be incurred in connection with the issuance and distribution of the securities being registered are as set forth below. Except for the SEC registration fee, all such expenses are estimated.


SEC Registration Fee		2,140
Printing and Engraving Expenses		200,000
Legal Fees and Expenses (1)		600,000
Insurance		100,000
Accounting		50,000
Miscellaneous		47,860
Total	$	1,000,000


(1)	Excludes the additional fee of Foley & Lardner LLP based on the NAV of the Trust.

Item 14. Indemnification of Directors and Officers.

The Sponsor is a limited liability company formed as such under Delaware law. Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any members, managers or other persons against any and all claims and demands whatsoever, subject to any standards and restrictions set forth in the limited liability company agreement of the limited liability company.

Section 18 of the Sponsor's Limited Liability Company Agreement provides that, to the fullest extent permitted by applicable law, a member or officer of the Sponsor will be entitled to indemnification from the Sponsor for any loss, damage or claim incurred by the member or officer for any act or omission performed or omitted by the member or officer in good faith on behalf of the Sponsor and in a manner reasonably believed to be within the scope of the authority conferred on the member or officer by the Sponsor's Limited Liability Company Agreement; provided, however, that no member or officer will be entitled to be indemnified if the loss, damage or claim was due to the member's or officer's fraud or willful misconduct. A member's or officer's reasonably incurred costs and expenses in defending pending or threatened actions, suits or proceedings will be paid in advance by the Sponsor if the member or officer provides an undertaking to repay the amounts advanced if it is ultimately determined that the member or officer is not entitled to be indemnified by the Sponsor. The indemnity and the advance of expenses are limited to the Sponsor's assets, and no member of the Sponsor will have personal liability for such indemnity.

Section 7.1(d) of the Depositary Trust Agreement provides that the Sponsor and its directors, Shareholders, officers, employees, affiliates and subsidiaries will be indemnified from the Trust and held harmless against any loss, liability or expense incurred by an indemnified party without (1) negligence, bad faith, willful misconduct or willful malfeasance on the part of the indemnified party arising out of or in connection with the performance of its obligations under the Depositary Trust Agreement or any actions taken in accordance with the provisions of the Depositary Trust Agreement or (2) the indemnified party's reckless disregard of its obligations and duties under the Depositary Trust Agreement. The indemnity will include payment from the Trust of the indemnified party's costs and expenses of defending itself against any claim or liability based on its capacity as Sponsor under the Depositary Trust Agreement.

Item 15. Recent Sales of Unregistered Securities.

Not applicable.

II-1

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit Number				Description
1.1				Form of Distributor Agreement**
3.1				Certificate of Formation of Rydex Specialized Products LLC
3.2				Limited Liability Company Agreement of Rydex Specialized Products LLC
4.1				Form of Depositary Trust Agreement
4.2				Form of Participant Agreement
5.1				Form of opinion of Foley & Lardner LLP as to legality
8.1				Form of opinion of Foley & Lardner LLP as to tax matters
10.1				Form of Deposit Account Agreement*
10.2				Sublicense Agreement**
23.1				Consent of Independent Registered Public Accounting Firm**
23.2				Consents of Foley & Lardner LLP (included in Exhibits 5.1 and 8.1)
24.1				Power of Attorney (included on the signature page to this registration statement


*	Previously filed.


**	To be filed by amendment.

(b) Financial Statement Schedules

Not applicable.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;


	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and


	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-2

(4) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on October 25, 2005.

EURO CURRENCY TRUST

By Rydex Specialized Products LLC
Sponsor of the Euro Currency Trust

By /s/ Carl G. Verboncoeur
Carl G. Verboncoeur
CEO and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Carl G. Verboncoeur, George T. Simon, Patrick Daugherty and Yvette M. VanRiper, and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any Rule 462(b) registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Capacity*	Date
/s/ Carl G. Verboncoeur Carl G. Verboncoeur	Director, CEO and Treasurer (principal executive officer)	October 25, 2005
/s/ Nick Bonos Nick Bonos	Director and CFO (principal financial officer and principal accounting officer)	October 25, 2005
/s/ Michael Byrum Michael Byrum	Director and Secretary	October 25, 2005

II-4

Exhibit Index


Exhibit Number				Description
1.1				Form of Distributor Agreement**
3.1				Certificate of Formation of Rydex Specialized Products LLC
3.2				Limited Liability Company Agreement of Rydex Specialized Products LLC
4.1				Form of Depositary Trust Agreement
4.2				Form of Participant Agreement
5.1				Form of opinion of Foley & Lardner LLP as to legality
8.1				Form of opinion of Foley & Lardner LLP as to tax matters
10.1				Form of Deposit Account Agreement*
10.2				Sublicense Agreement**
23.1				Consent of Independent Registered Public Accounting Firm**
23.2				Consents of Foley & Lardner LLP (included in Exhibits 5.1 and 8.1)
24.1				Power of Attorney (included on the signature page to this registration statement)


*	Previously filed.


**	To be filed by amendment.

II-5



                                                                     EXHIBIT 3.1

                            CERTIFICATE OF FORMATION
                                       OF
                         RYDEX SPECIALIZED PRODUCTS LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company under the provisions and subject to the requirements
of Chapter 18, Title 6 of the Delaware Code (the "Delaware Limited Liability
Company Act") and the acts amendatory thereof and supplemental thereto, hereby
certifies that:

     FIRST: The name of the limited liability company is Rydex Specialized
Products LLC (the "Company").

     SECOND: The address, including street, number, city and county, of the
registered office of the Company in the State of Delaware is: Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801 and the
name of the registered agent of the Company in the State of Delaware at such
address is The Corporation Trust Company.

     THIRD: The name and mailing address of the authorized person (as that term
is defined in the Delaware Limited Liability Company Act) is as follows:



          Name                   Mailing
          ----                   -------

          Tim Meyer              Rydex Specialized Products LLC
                                 Attention: Tim Meyer, Business Manager
                                 9601 Blackwell Road, Suite 500
                                 Rockville, MD 20850


     FOURTH: The powers of the authorized person are to terminate upon the
filing of this certificate and at such time the Members, as defined in the
Limited Liability Company Agreement of Rydex Specialized Products LLC,
thereafter shall be designated as authorized persons within the meaning of the
Delaware Limited Liability Company Act.

     IN WITNESS WHEREOF, the undersigned, constituting an authorized natural
person of Company, has duly executed this Certificate as of the 14th day of
September, 2005.


                                                   /s/ Timothy Meyer
                                                   -----------------
                                                   Name: Timothy Meyer
                                                   Title:  Authorized Person



                                                                     EXHIBIT 3.2

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         RYDEX SPECIALIZED PRODUCTS LLC

         This Limited Liability Company Agreement (the "Agreement") of Rydex
Specialized Products LLC (the "Company") is entered into as of September 14,
2005 by PADCO Advisors II, Inc., a Maryland corporation ("PADCO II").

         WHEREAS, Tim Meyer (the "Forming Person"), caused the Company to be
formed as a Delaware limited liability company pursuant to the Delaware Limited
Liability Company Act, as amended from time to time (the "Act"), by filing a
Certificate of Formation of the Company (the "Certificate of Formation") with
the Delaware Secretary of State on September 14, 2005;

         WHEREAS, the Certificate of Formation provides that Forming Person's
status as an authorized person terminated upon the filing of the Certificate of
Formation; and

         WHEREAS, upon the execution of this Agreement, PADCO II shall be
designated as an authorized person within the meaning of the Act and is a member
of the Company (the "Member") on the terms and conditions set forth below.

         NOW, THEREFORE, the Member agrees as follows:

1.   Name. The name of the limited liability company is Rydex Specialized
     Products LLC or such other name as may be selected by the Member from time
     to time that is acceptable to the appropriate recording officials of the
     State of Delaware.

2.   Certificates. The Forming Person executed, delivered and filed the
     Certificate of Formation with the Delaware Secretary of State. Upon the
     filing of the Certificate of Formation with the Delaware Secretary of
     State, his powers as an authorized person ceased and the Member is hereby
     designated as the authorized person within the meaning of the Act. Any
     Member or officer of the Company shall execute, deliver and file any
     certificates or documents (and any amendments and/or restatements thereof)
     as may be necessary for the Company to qualify to do business in such
     jurisdictions in which the Company may wish to conduct business.

3.   Purpose. The Company is formed for the object and purpose of, and the
     nature of the business to be conducted and promoted by the Company is,
     engaging in any lawful act or activity for which limited liability
     companies may be formed under the Act.

4.   Powers. In furtherance of its purposes, but subject to all of the
     provisions of this Agreement, the Company shall possess and may exercise
     all the powers and privileges granted by the Act, by any other law and by
     this Agreement, together with any powers incidental thereto, including,
     without limitation, such powers and privileges as are necessary or
     convenient to the conduct, promotion or attainment of the business purposes
     or activities of the Company.

5.   Principal Business Office. The principal business office of the Company
     shall be located at 9601 Blackwell Road, Suite 500, Rockville, Maryland
     20850 or at such other place as the Members may select from time to time.


                                       1


6.   Registered Office. The address of the registered office of the Company in
     the State of Delaware shall be Corporation Trust Center, 1209 Orange
     Street, Wilmington, New Castle County Delaware 19801 or such other address
     as the Members may select from time to time.

7.   Registered Agent. The name and address of the registered agent of the
     Company for service of process on the Company in the State of Delaware
     shall be The Corporation Trust Company which is located at Corporation
     Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware
     19801 or such other name and address as the Members may select from time to
     time.

8.   Members. The name and mailing address of the Member and the Member's
     percentage interest in the Company are set forth on Schedule A attached
     hereto. Schedule A shall be amended as necessary to reflect any changes in
     the membership or ownership of the Company.

9.   Term. The term of the Company commenced on the date of its formation under
     the Act and shall continue until terminated in accordance with the
     provisions of the Act or this Agreement.

10.  Limited Liability. Except as otherwise provided by the Act, the debts,
     obligations and liabilities of the Company, whether arising in contract,
     tort or otherwise, shall be solely the debts, obligations and liabilities
     of the Company, and no Member or officer of the Company shall be obligated
     personally for any such debt, obligation or liability of the Company solely
     by reason of being a Member or officer of the Company.

11.  Capital Contributions. The Member will contribute to the Company the amount
     of United States Dollars as set forth on Schedule A.

12.  Additional Contributions. No Member shall be required to make any
     additional capital contribution to the Company. However, any Member may
     make additional capital contributions to the Company with the written
     consent of the other Member(s).

13.  Allocation of Profits and Losses. The Company's profits and losses shall be
     allocated to the Members in accordance with their respective percentage
     interests in the Company.

14.  Distributions. Distributions shall be made to the Members at the times and
     in the aggregate amounts as may be determined by the Members, provided
     that, with respect to any fiscal year, the Company shall distribute, if
     available, to the Members an amount of cash reasonably estimated to be
     sufficient to enable the Members to pay taxes on their distributive share
     of Company income for such fiscal year. Notwithstanding any provision to
     the contrary contained in this Agreement, the Company shall not make a
     distribution to any Member on account of its interest in the Company if
     such distribution would violate Section 18-607 of the Act or other
     applicable law.

15.  Board of Managers.

         (a.) Board of Managers. In accordance with Section 18-402 of the Act,
     the business and affairs of the Company shall be managed under the
     direction and control of the Board of Managers (which may also be referred
     to as the "Board of Directors"). The Board of Managers shall consist of a
     minimum of three (3) Managers (who may also be referred to as


                                       2


     "Directors") who shall be elected by the Member. The Board of Managers
     initially shall consist of the following:

                                 Carl Verboncoeur
                                 Nick Bonos
                                 Michael Byrum

     who are each hereby elected by the Member. A Manager shall hold office
     until his or her removal or resignation. A Manager may be removed by the
     Member with or without cause. A Manager may voluntarily resign at any time
     by delivering written notice to the Member. A resignation is effective when
     such notice is delivered unless the notice specifies a later effective
     date.

         (b.) Authority and Powers. Subject to the other provisions of this
     Agreement, all powers of the Company shall be exercised by or under the
     authority of the Board of Managers. Decisions of the Board of Managers
     within its scope of authority shall be binding upon the Company and the
     Member. The Board of Managers may execute all documents, instruments, and
     agreements reasonably deemed by the Board of Managers to be necessary,
     appropriate, or needed for the performance of its duties and the exercise
     of its powers. Furthermore, the Board of Managers may retain attorneys,
     accountants, and other professionals in the course of the performance of
     the Managers' duties and exercise of their powers.

         (c.) Actions by Managing Board. Any actions of the Board of Managers
     shall be taken on the consent of a majority by number of the Managers
     obtained pursuant to this Section 15(c).

               (i.) Manner of Acting. The Managers' consent to any act or
         failure to act may be given orally or in writing. Any person alleging
         that the requisite consent was given has the burden of proving the
         validity of that consent, except in the case of a written consent
         unanimously signed by the Managers. Written records kept pursuant to
         Section 15(c)(iii) below of a meeting at which Managers voted on an
         issue shall be prima facie proof of such consent, if notice of the
         issue to be discussed at the meeting was duly given or waived pursuant
         to Section 15(c)(v) below. Such meetings may be conducted in person, by
         telephone, or both.

               (ii.) Action Without Meeting. Any action required or permitted by
         this Agreement or by applicable law to be taken at a meeting of the
         Board of Managers may be taken without a meeting. The action shall be
         evidenced by a written consent action describing the action taken and
         signed by a majority by number of the Managers. Such action will be
         effective when the Managers sign the consent, unless the consent
         specifies a different effective date.

               (iii.) Records. The Company shall keep written records of all
         actions taken by the Board of Managers, which records shall be kept and
         maintained by the Secretary of the Company, if there is one appointed,
         and otherwise by any manager selected by the Board of Managers.


                                       3


               (iv.) Voting. Each Manager shall be entitled to one vote. Any
         Manager abstaining from voting on a given issue will be deemed to have
         voted in the same manner as the majority, if any, of the Managers not
         abstaining from voting on that issue.

               (v.) Notice. No issue shall be voted on by the Board of Managers
         unless reasonable notice of the meeting of the Board of Managers and
         the issue is given or such notice is waived by any Manager not
         receiving it. Notice shall be deemed to be reasonable if given to each
         Manager not less than twenty-four (24) hours prior to the meeting
         orally, telephonically or in writing, including in person or by
         telecopy. Any person alleging that the requisite notice was given or
         waived has the burden of proving the validity of the notice or waiver,
         except in the case of (1) a signed acknowledgment of receipt of notice
         or (2) a waiver of notice signed by the Managers not receiving the
         notice. Written records kept pursuant to Section 4.01(c)(ii) above of a
         meeting at which a Manager appeared shall be prima facie evidence that
         such Manager was duly notified of the meeting and the issues voted on
         at the meeting or that such Manager waived the requirement of such
         notice, unless the purpose for the appearance was to contest the
         validity of notice of such issues.

16.  Board of Managers Audit Committee.

         (a.) Selection. The Board of Managers will delegate audit-related
     functions and oversight to an Audit Committee which shall consist of a
     minimum of three (3) Managers. The Audit Committee initially shall consist
     of the following:

                                 Carl Verboncoeur
                                 Nick Bonos
                                 Michael Byrum

     who are hereby appointed to the Audit Committee by the Member. An Audit
     Committee member shall hold office until his or her removal or resignation.
     An Audit Committee member may be removed by the Member with or without
     cause. An Audit Committee member may voluntarily resign at any time by
     delivering written notice to the Member. A resignation is effective when
     such notice is delivered unless the notice specifies a later effective
     date.

         (b.) Qualifications. All members of the Audit Committee must be able to
     read and understand fundamental financial statements, including the
     Company's balance sheet, income statement and cash flow statement or will
     become able to do so within a reasonable period of time after appointment
     to the Audit Committee. Additionally, one member of the Audit Committee
     must have past employment experience in finance or accounting, requisite
     professional certification in accounting, or other comparable experience or
     background which results in the member's financial sophistication,
     including being or having been a chief executive officer, chief financial
     officer or other senior officer with financial oversight responsibilities.

         (c.) Functions. The Audit Committee shall be authorized (i) to
     recommend to the Board of Directors a firm of independent auditors to be
     employed by the Company; (ii) to


                                       4


     consult with the independent auditors regarding the plan of audit; (iii) to
     review the independent auditor's report of audit and accompanying
     management letter; (iv) to consult periodically with the independent
     auditors regarding the adequacy of the internal accounting controls of the
     Company; and (v) to deliver recommendations to the Chief Executive Officer
     or to the Board of Directors concerning the Company's accounting and
     auditing policies and procedures.

17.  Officers. If necessary or convenient to carry out the business of the
     Company, the Board of Managers may appoint one or more individuals as Chief
     Executive Officer, Chief Financial Officer, president, secretary and
     treasurer of the Company, and may appoint one or more vice presidents and
     one or more assistant secretaries and assistant treasurers. Such appointees
     may hold more than one office and need not be Managers of the Company.
     Unless the Board of Managers decides otherwise, the appointment of an
     individual to an office shall constitute the delegation to that individual
     of the authority and duties that are normally associated with the holder of
     that office in a stock corporation organized under the General Corporation
     Law of the State of Delaware. Any appointment made pursuant to this Section
     18 may be revoked by the Board of Managers at any time.

18.  Chief Executive Officer. The Member hereby appoints Carl Verboncoeur as the
     initial Chief Executive Officer to personally supervise the day-to-day
     operations of the Company. The Chief Executive Officer shall be subject to
     the general supervision and control of the Board of Managers and shall
     carry out the policy decisions made by the Board of Managers. At the
     direction of the Board of Managers, the Chief Executive Officer shall have
     the full power to execute, for and on behalf of the Company, any and all
     documents and instruments which may be necessary to carry on the business
     of the Company. No person dealing with the Chief Executive Officer need
     inquire into the validity or propriety of any document or instrument
     executed in the name of the Company by the Chief Executive Officer, or as
     to the authority of the Chief Executive Officer in executing the same.

19.  Other Business. The Members may engage in or possess an interest in other
     business ventures (unconnected with the Company) of every kind and
     description, independently or with others. The Company shall not have any
     rights in or to such business ventures or the income or profits derived
     therefrom by virtue of this Agreement.

20.  Exculpation and Indemnification. No Member or officer shall be liable to
     the Company, or any other person or entity who has or had an interest in
     the Company, including the Forming Person (each, an "Indemnified Party"),
     for any loss, damage or claim incurred by the Company by reason of any act
     or omission performed or omitted by such Indemnified Party in good faith on
     behalf of the Company and in a manner reasonably believed to be within the
     scope of the authority conferred on such Indemnified Party by this
     Agreement, except that an Indemnified Party shall be liable for any such
     loss, damage or claim incurred by the Company by reason of such Indemnified
     Party's fraud or willful misconduct. To the fullest extent permitted by
     applicable law, an Indemnified Party shall be entitled to indemnification
     from the Company for any loss, damage or claim incurred by such Indemnified
     Party by reason of any act or omission performed or omitted by such
     Indemnified Party in good faith on behalf of the Company and in a manner
     reasonably believed to be within the scope of the authority conferred on
     such Indemnified Party by this Agreement, except that no Indemnified Party
     shall be entitled to be indemnified for any such loss, damage or claim
     incurred by such


                                       5


     Indemnified Party by reason of such Indemnified Party's fraud or willful
     misconduct; provided, however, that any indemnity or advancement of
     expenses under this Section 20 shall be provided out of and to the extent
     of Company assets only, and no Member shall have personal liability on
     account thereof. The costs and expenses of any Indemnified Party reasonably
     incurred in defending any threatened or pending action, suit or proceeding,
     whether civil, criminal, administrative or investigative, shall be paid by
     the Company in advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of the
     Indemnified Party to repay such amount if it shall ultimately be determined
     that such Indemnified Party is not entitled to be indemnified by the
     Company as authorized by this Section 20.

21.  Assignments. A Member may assign all or part of its percentage interest in
     the Company with the written consent of the Members. If a Member transfers
     all or part of its interest in the Company pursuant to this Section 21, the
     transferee shall be admitted as a Member of the Company with the written
     consent of the Members and upon its execution of an instrument, in form and
     substance satisfactory to the Members, transferring to the transferee all
     or part of the transferring Member's percentage interest in the Company and
     signifying the transferee's agreement to be bound by the terms and
     conditions of this Agreement. Such admission shall be deemed effective
     immediately prior to the transfer, and, immediately following such
     admission, the transferring Member shall cease to be a Member of the
     Company with respect to the percentage interest in the Company transferred.

22.  Resignation. A Member may resign from the Company with the written consent
     of the Members. If a Member is permitted to resign pursuant to this Section
     22 and there are no other Members, an additional Member shall be admitted
     to the Company, subject to Section 23. Such admission shall be deemed
     effective immediately prior to the resignation, and, immediately following
     such admission, the resigning Member shall cease to be a Member of the
     Company.

23.  Admission of Additional Members. Upon the written consent of the Members,
     one or more persons or entities may be admitted as a Member of the Company
     upon such terms and conditions, including, without limitation, the number
     of additional interests in the Company to be issued and the consideration
     therefor, as the Members shall determine. The new Member shall be admitted
     upon the execution of an instrument, in form and substance satisfactory to
     the Members, signifying its agreement to be bound by the terms and
     conditions of this Agreement.

24.  Dissolution.

         (a.) The Company shall dissolve, and its affairs shall be wound up upon
     the first to occur of the following: (i) the written consent of the
     Members, (ii) if there is only one Member, the retirement, resignation or
     dissolution of such Member or the occurrence of any other event which
     terminates the continued membership of such Member in the Company, unless
     the business of the Company is continued in a manner permitted by the Act,
     or (iii) the entry of a decree of judicial dissolution under Section 18-802
     of the Act.

         (b.) The bankruptcy of any Member will not cause such Member to cease
     to be a Member of the Company and, upon the occurrence of such an event,
     the business of the Company shall continue without dissolution.


                                       6


         (c.) In the event of dissolution, the Company shall conduct only such
     activities as are necessary to wind up its affairs (including the sale of
     the assets of the Company in an orderly manner), and the assets of the
     Company shall be distributed in the manner, and in the order of priority,
     as set forth in Section 18-804 of the Act.

25.  Miscellaneous.

         (a.) Notices. Any notice, demand or communication required or permitted
     to be given by any provision of this Agreement to the Members or to the
     Company shall be in writing and, except as otherwise set forth in this
     Agreement, shall be deemed to have been given when actually received. Any
     such notice, demand or communication may be given by mail, express courier
     service, telex or facsimile and shall be addressed to each Member at their
     respective address set forth on Schedule A or to the Company at its
     principal business office, as the case may be, or to such other address as
     a party may from time to time designate by notice to the other parties.

         (b.) Construction. When used in this Agreement, the masculine, feminine
     or neuter gender and the singular or plural number shall each be deemed to
     include the others where the context so requires, indicates or permits. As
     used in this Agreement, the term "Member" shall mean a person or entity who
     has been admitted as a member of the Company pursuant to this Agreement.

         (c.) Headings. The headings in this Agreement are inserted for
     convenience only and are in no way intended to describe, interpret, define,
     or to limit the scope, extent or intent of, this Agreement or any provision
     hereof.

         (d.) Waivers. Any failure of any of the parties to comply with any
     obligation, covenant, agreement or condition in this Agreement may be
     waived by the party or parties entitled to the benefits thereof only by a
     written instrument signed by the party or parties granting such waiver, but
     any such waiver, or the failure to insist upon strict compliance with any
     obligation, covenant, agreement or condition herein, shall not operate as a
     waiver of, or estoppel with respect to, any subsequent or other failure.

         (e.) Heirs, Successors and Assigns. Each and all of the covenants,
     terms, provisions and agreements in this Agreement shall be binding upon
     and inure to the benefit of the parties hereto and, to the extent permitted
     by this Agreement, their respective heirs, legal representatives,
     successors and assigns.

         (f.) Separability of Provisions. Each provision of this Agreement shall
     be considered separable and, if for any reason any provision or provisions
     herein are determined to be invalid, unenforceable or illegal under any
     existing or future law, such invalidity, unenforceability or illegality
     shall not impair the operation of or affect those portions of this
     Agreement which are valid, enforceable and legal.

         (g.) Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original of this Agreement.


                                       7


         (h.) Entire Agreement. This Agreement constitutes the entire agreement
     of the Members with respect to the subject matter hereof.

         (i.) Governing Law. This Agreement shall be governed by, and construed
     under, the laws of the State of Delaware (without regard to conflict of
     laws principles), with all rights and remedies under this Agreement being
     governed by said laws.

         (j.) Amendments. This Agreement may not be modified, altered,
     supplemented or amended except pursuant to a written agreement executed and
     delivered by the Members.


                            [Signature Page Follows]





                                       8


IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Agreement as of the date first set forth above.


                                            PADCO ADVISORS II, INC.


                                            By: /s/ Carl Verboncoeur
                                            Name: Carl Verboncoeur
                                            Title: CEO and Treasurer




                                       9


                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         RYDEX SPECIALIZED PRODUCTS LLC




                                   SCHEDULE A
                                   ----------


                                AGREED VALUE OF
                                ---------------
  MEMBER AND ADDRESS         CAPITAL CONTRIBUTION           PERCENTAGE INTEREST
  ------------------         --------------------           -------------------

PADCO Advisors II, Inc.            $100.00                          100%












                                       10



                                                                     EXHIBIT 4.1

           RYDEX SPECIALIZED PRODUCTS LLC, d/b/a "RYDEX INVESTMENTS",

                                   as Sponsor,

                              THE BANK OF NEW YORK,

                                   as Trustee,

          ALL REGISTERED OWNERS AND BENEFICIAL OWNERS OF EURO CURRENCY
                             SHARES ISSUED HEREUNDER

                                       and

                                 ALL DEPOSITORS

                                   ----------

                           Depositary Trust Agreement

                               Euro Currency Trust

                                   ----------

                           Dated as of _________, 2005



                                TABLE OF CONTENTS



                                                                                                   Page
                                                                                                   ----

ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION.................................................     2

   Section 1.1 Definitions......................................................................     2
   Section 1.2 Rules of Construction............................................................     8

ARTICLE 2 CREATION AND DECLARATION OF TRUST; FORM OF CERTIFICATES; DEPOSIT OF EURO; DELIVERY,
          REGISTRATION OF TRANSFER AND SURRENDER OF SHARES......................................     9

   Section 2.1 Creation and Declaration of Trust; Business of the Trust.........................     9
   Section 2.2 Form of Certificates; Book-Entry System; Transferability of Shares...............    10
   Section 2.3 Deposit of Euro..................................................................    12
   Section 2.4 Delivery of Shares...............................................................    13
   Section 2.5 Registration and Registration of Transfer of Shares; Combination and Split-up of
                  Certificates..................................................................    14
   Section 2.6 Surrender of Shares and Withdrawal of Trust Property.............................    15
   Section 2.7 Limitations on Delivery, Registration of Transfer and Surrender of Shares........    16
   Section 2.8 Lost Certificates, Etc...........................................................    16
   Section 2.9 Cancellation and Destruction of Surrendered Certificates.........................    17
   Section 2.10 Splits and Reverse Splits of Shares.............................................    17

ARTICLE 3 CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES....................................    18

   Section 3.1 Liability of Registered Owner for Taxes and Other Governmental Charges...........    18
   Section 3.2 Warranties on Deposit of Euro....................................................    18

ARTICLE 4 ADMINISTRATION OF THE TRUST...........................................................    19

   Section 4.1 Evaluation of Euro; Calculation of Net Asset Value...............................    19
   Section 4.2 Responsibility of the Trustee for Evaluations....................................    20
   Section 4.3 Deposit Account Interest.........................................................    20
   Section 4.4 Cash Distributions...............................................................    20
   Section 4.5 Distributions of Surplus Property................................................    21
   Section 4.6 Fixing of Record Date............................................................    21
   Section 4.7 Payment of Trust Expenses........................................................    22
   Section 4.8 Statements and Reports...........................................................    23
   Section 4.9 Further Provisions for Sales of Trust Property; Currency Conversion..............    23



                                        i





   Section 4.10 Counsel.........................................................................    25
   Section 4.11 Grantor Trust...................................................................    25

ARTICLE 5 THE SPONSOR...........................................................................    26

   Section 5.1 Duties of the Sponsor............................................................    26
   Section 5.2 Obligations of the Sponsor.......................................................    27
   Section 5.3 Prevention or Delay in Performance by the Sponsor................................    27
   Section 5.4 Certain Matters Regarding Successor Sponsor......................................    28
   Section 5.5 Resignation of Sponsor; Successors...............................................    28
   Section 5.6 Compensation of the Sponsor......................................................    29
   Section 5.7 Federal Securities Law Filings...................................................    30
   Section 5.8 Discretionary Actions by Sponsor; Consultation...................................    31

ARTICLE 6 THE TRUSTEE...........................................................................    31

   Section 6.1 Maintenance of Office and Transfer Books by the Trustee..........................    31
   Section 6.2 Obligations of the Trustee.......................................................    32
   Section 6.3 Prevention or Delay in Performance by the Trustee................................    33
   Section 6.4 Resignation or Removal of the Trustee; Appointment of Successor Trustee..........    33
   Section 6.5 The Depository...................................................................    35
   Section 6.6 Compensation of the Depository...................................................    36
   Section 6.7 Retention of Trust Documents.....................................................    36
   Section 6.8 Prospectus Delivery..............................................................    36
   Section 6.9 Discretionary Actions by Trustee; Consultation...................................    37

ARTICLE 7 INDEMNIFICATION.......................................................................    37

   Section 7.1 Indemnification of the Sponsor and Trustee.......................................    37

ARTICLE 8 AMENDMENT AND TERMINATION.............................................................    42

   Section 8.1 Amendment........................................................................    42
   Section 8.2 Termination......................................................................    42

ARTICLE 9 MISCELLANEOUS.........................................................................    45

   Section 9.1 Counterparts.....................................................................    45
   Section 9.2 Third-Party Beneficiaries........................................................    45
   Section 9.3 Severability.....................................................................    45
   Section 9.4 Registered Owners, Beneficial Owners and Depositors as Parties; Binding Effect...    46
   Section 9.5 Notices..........................................................................    46
   Section 9.6 Agent for Service; Submission to Jurisdiction....................................    47
   Section 9.7 Governing Law....................................................................    48

EXHIBIT A -DEPOSIT ACCOUNT AGREEMENT



                                       ii



EXHIBIT B -FORM OF CERTIFICATES


                                       iii



                           DEPOSITARY TRUST AGREEMENT

          THIS DEPOSITARY TRUST AGREEMENT dated as of ___________, 2005, between
Rydex Specialized Products LLC, a Delaware limited liability company d/b/a
"RYDEX INVESTMENTS", as sponsor, THE BANK OF NEW YORK, a New York banking
corporation, as trustee, all Registered Owners and Beneficial Owners from time
to time of Euro Currency Shares issued hereunder and all Depositors.

                                   WITNESSETH:

          WHEREAS the Sponsor desires to establish a trust, to be known as the
"Euro Currency Trust", pursuant to the laws of the State of New York;

          WHEREAS the Sponsor desires to establish the terms on which Euro (as
herein defined) may be deposited in the trust and provide for the creation of
Euro Currency Shares in Baskets (as herein defined) representing fractional
undivided interests in the net assets of the trust and the execution and
delivery of Certificates (as herein defined) evidencing the Euro Currency
Shares; and

          WHEREAS the Sponsor desires to provide for other terms and conditions
upon which the trust shall be established and administered, as hereinafter
provided.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Sponsor and the Trustee hereby agree as
follows:



                                    ARTICLE 1

                      DEFINITIONS AND RULES OF CONSTRUCTION

          Section 1.1 Definitions.

          Except as otherwise specified in this Trust Agreement or as the
context may otherwise require, the following terms have the respective meanings
set forth below for all purposes of this Trust Agreement.

          "Agreement" means this Depositary Trust Agreement, as amended or
supplemented in accordance with its terms.

          "Authorized Participant" means a Person that, at the time of
submitting a Purchase Order or a Redemption Order (i) is a registered
broker-dealer or other securities market participant, (ii) is a DTC Participant
or an Indirect Participant and (iii) has in effect a valid Authorized
Participant Agreement.

          "Authorized Participant Agreement" means an agreement among the
Trustee, the Sponsor and an Authorized Participant that authorizes the
Authorized Participant to submit Purchase Orders and Redemption Orders under
this Agreement.

          "Basket" means 50,000 Shares, except that the Trustee, in consultation
with the Sponsor, may from time to time increase or decrease the number of
Shares comprising a Basket.

          "Basket Euro Amount" is the amount of Euro that must be deposited for
issuance of one Basket or that, subject to the exception stated in Section 2.6,
is deliverable upon Surrender of one Basket. The Basket Euro Amount will be
determined as provided in Section 2.3(b).

          "Beneficial Owner" means any Person owning, through DTC, a DTC
Participant, or an Indirect Participant, a Share.


                                        2



          "Certificate" means a certificate that may be executed and delivered
by the Trustee under this Agreement evidencing Shares.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission of the
United States or any successor governmental agency in the United States.

          "Corporate Trust Office" means the office of the Trustee at which its
depositary receipt business is administered which, at the date of this
Agreement, is located at 101 Barclay Street, New York, New York 10286.

          "Deliver" means (a) when used with respect to Euro, either (i) a wire
transfer of immediately available Euro to the account specified by the Person
entitled to the Delivery or (ii) if requested by the Person entitled to the
Delivery, delivery of a certified or official bank check for Euro payable as
requested by the person entitled to the Delivery and (b) when used with respect
to Shares, either (i) one or more book-entry transfers of those Shares to an
account or accounts at DTC designated by the Person entitled to such delivery
for further credit as specified by that Person or (ii) in the circumstances
specified in Section 2.2(e), execution and delivery at the Corporate Trust
Office of the Trustee of one or more Certificates evidencing those Shares.

          "Deposit Account" means the account maintained with the Depository
pursuant to the Deposit Account Agreement.

          "Deposit Account Agreement" means the Deposit Account Agreement
entered into between the Trustee and the Depository, substantially in the form
annexed hereto as Exhibit A, as it may be amended or supplemented in accordance
with this Agreement.


                                        3



          "Depositor" means any Authorized Participant that deposits Euro into
the Trust, either for its own account or on behalf of another Person that is the
owner or beneficial owner of those Euro.

          "Depository" means JPMorgan Chase Bank, N.A., London Branch.

          "Dollars" or "$" means lawful currency of the United States of
America.

          "DTC" means The Depository Trust Company, its nominees and their
respective successors.

          "DTC Participant" means a Person that, pursuant to DTC's governing
documents, is entitled to deposit securities with DTC in its capacity as a
"participant."

          "EONIA" means the Euro OverNight Index Average, as calculated by the
European Central Bank and published by the European Banking Federation on Page
247 of the TELERATE screen.

          "Exchange" means the exchange on which the Shares are principally
traded, as specified by the Sponsor.

          "Euro" means the lawful currency of the European Monetary Union.

          "Indemnified Amounts" is defined in Section 7.1.

          "Indemnitee" is defined in Section 7.1.

          "Indemnitor" is defined in Section 7.1.

          "Indirect Participant" means a Person that, by clearing securities
through, or maintaining a custodial relationship with, a DTC Participant, has
access to the DTC clearing system.


                                        4



          "London Business Day" means any day other than (i) a Saturday or
Sunday or (ii) a day which has been designated a bank holiday in England.

          "NAV" means the net asset value of the Trust determined under Section
4.1.

          "NAV per Basket" means the value of a Basket determined under Section
2.3.

          "NAV per Share" means the value of a Share determined under Section
4.1.

          "New York Business Day" means any day other than (i) a Saturday or
Sunday or (ii) a day on which the Exchange is not open for regular trading at
noon New York time.

          "Noon Buying Rate" means the Dollar/Euro exchange rate, as determined
and published by the Federal Reserve Bank of New York each New York Business Day
at approximately 12:00 PM (New York time).

          "Order Cutoff Time" means (i) 4:00 PM (New York time) or (ii) another
time agreed to by the Sponsor and the Trustee and of which Registered Owners and
all existing Authorized Participants have been notified by the Trustee.

          "Order Date" means, with respect to a Purchase Order, the date
specified in Section 2.3(a) and, with respect to a Redemption Order, the date
specified in Section 2.6(a).

          "Person" means any natural person or any limited liability company,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

          "Proceeding" is defined in Section 7.1.

          "Purchase Order" is defined in Section 2.3.

          "Qualified Bank" means a bank, trust company, corporation or national
banking association organized and doing business under the laws of the United
States or any State of the United States that is authorized under those laws to
exercise corporate


                                        5



trust powers and that (i) is a DTC Participant or a participant in such other
securities depository as is then acting with respect to the Shares, (ii) unless
counsel to the Sponsor determines that the following requirement is not
necessary for the exception under Section 408(m) of the Code to apply, is a
banking institution as defined in Section 408(n) of the Code and (iii) had, as
of the date of its most recent annual financial statements, an aggregate
capital, surplus and undivided profits of at least $500,000,000.

          "Redemption Order" is defined in Section 2.6(a).

          "Registered Owner" means the Person in whose name Shares are
registered on the books of the Trustee maintained for that purpose.

          "Registrar" means any bank or trust company that is appointed to
register Shares and transfers of Shares as herein provided.

          "Relevant Price" means the Noon Buying Rate, except as provided below.
If, on a particular evaluation day, the Federal Reserve Bank of New York does
not announce a Noon Buying Rate by 2:00 PM (New York time), then the most recent
Federal Reserve Bank of New York determination of the Noon Buying Rate will be
the "Relevant Price" and 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 Trust's Euro, they shall determine an alternative basis for
such evaluation to be employed by the Trustee, which will be the "Relevant
Price."

          "Settlement Date" means, with respect to a Purchase Order, the date
specified in Section 2.3(a) and, with respect to a Redemption Order, the date
specified in Section 2.6(a).


                                        6



          "Shares" means Euro Currency Shares created under this Agreement, each
representing a fractional undivided ownership interest in the net assets of the
Trust, which interest shall equal a fraction, the numerator of which is 1 and
the denominator of which is the total number of Shares outstanding.

          "Sponsor" means Rydex Specialized Products LLC, a Delaware limited
liability company, d/b/a "Rydex Investments".

          "Sponsor's Fee" means the fee to be paid to the Sponsor, which for
each day shall be equal to (.004/365 or 366, depending on the number of days in
the year) multiplied by (the Euro in the Trust as of the close of business on
the preceding London Business Day, which shall include all unpaid interest but
exclude unpaid fees, each as accrued through the immediately preceding day).

          "Sponsor Indemnified Persons" is defined in Section 7.1.

          "Surplus Property" means any Trust Property other than (i) Euro
deposited by or on behalf of Authorized Participants pursuant to Section 2.3,
(ii) Euro received as interest on Euro in the Deposit Account, (iii) amounts
withdrawn from the Deposit Account in order to make a redemption described in
Section 2.6, or (iv) amounts being held for the payment of estimated Trust
expenses.

          "Surrender" means, when used with respect to Shares, (a) one or more
book-entry transfers of Shares to the DTC account of the Trustee or (b)
surrender to the Trustee at its Corporate Trust Office of one or more
Certificates evidencing Shares.

          "Trust" means the Euro Currency Trust, the trust entity created by
this Agreement.

          "Trust Property" means the Euro that are deposited under this
Agreement and any other money or other property that is received by the Trustee
in respect of Trust


                                        7



Property and that is being held under this Agreement. Trust Property shall not
include any property subject to distribution for which the record date for
determining Registered Owners entitled to such distribution has passed.

          "Trustee" means The Bank of New York, a New York banking corporation,
in its capacity as trustee under this Agreement, or any successor as trustee
under this Agreement.

          "Trustee Indemnified Persons" is defined in Section 7.1.

          Section 1.2 Rules of Construction.

          Unless the context otherwise requires:

               (i) a term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in
effect in the United States;

               (iii) "or" is not exclusive;

               (iv) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision;

               (v) "including" means including without limitation; and

               (vi) words in the singular include the plural and words in the
plural include the singular.


                                        8



                                    ARTICLE 2

                       CREATION AND DECLARATION OF TRUST;

                FORM OF CERTIFICATES; DEPOSIT OF EURO; DELIVERY,

                REGISTRATION OF TRANSFER AND SURRENDER OF SHARES

          Section 2.1 Creation and Declaration of Trust; Business of the Trust.

          (a) The Trustee acknowledges that an initial deposit of 100 Euro under
and in accordance with this Agreement has been made in the Deposit Account by
the Sponsor on the date hereof in exchange for one Share. The Sponsor is
purchasing the initial Share solely for the purpose of forming the Trust. The
Sponsor will redeem the initial Share for 100 Euro as promptly as practicable
after the Form S-1 registration statement filed with the Commission is declared
effective by the Commission and the Initial Purchaser, as defined in the
registration statement, deposits euro in accordance with the registration
statement.

          (b) The Trustee declares that it will hold that initial deposit and
all other Trust Property as trustee for the benefit of the Registered Owners for
the purposes of, and subject to and limited by the terms and conditions set
forth in, this Agreement. The trust created by this Agreement shall be known as
the "Euro Currency Trust".

          (c) The Trust shall not engage in any business or activities other
than those authorized by this Agreement or incidental and necessary to carry out
the duties and responsibilities set forth in this Agreement. Other than issuance
of the Shares, the Trust shall not issue or sell any certificates or other
obligations or, except as provided in this Agreement, otherwise incur, assume or
guarantee any indebtedness for money borrowed.


                                        9



          Section 2.2 Form of Certificates; Book-Entry System; Transferability
of Shares.

          (a) The Certificates evidencing Shares shall be substantially in the
form set forth in Exhibit B annexed to this Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Shares
shall be entitled to any benefits under this Agreement or be valid or obligatory
for any purpose unless a Certificate evidencing those Shares has been executed
by the Trustee by the manual or facsimile signature of a duly authorized
signatory of the Trustee and, if a Registrar (other than the Trustee) for the
Shares shall have been appointed, countersigned by the manual signature of a
duly authorized officer of the Registrar. The Trustee shall maintain books on
which the registered ownership of each Share and transfers, if any, of such
registered ownership shall be recorded. Certificates evidencing Shares bearing
the manual or facsimile signature of a duly authorized signatory of the Trustee
and the manual signature of a duly authorized officer of the Registrar, if
applicable, who was, at the time such Certificates were executed, a proper
signatory of the Trustee or Registrar, if applicable, shall bind the Trustee,
notwithstanding that such signatory has ceased to hold such office prior to the
delivery of such Certificates.

          (b) The Certificates may be endorsed with or have incorporated in the
text thereof such legends or recitals or modifications not inconsistent with the
provisions of this Agreement as may be required by the Trustee or required to
comply with any applicable law or regulations thereunder or with the rules and
regulations of the Exchange or to conform with any usage with respect thereto,
or to indicate any special limitations or restrictions to which the Shares
evidenced by a particular Certificate are subject.

          (c) The Sponsor and the Trustee will apply to DTC for acceptance of
the Shares in its book-entry settlement system. Shares deposited with DTC shall
be evidenced by one or more global Certificates which shall be registered in the
name of Cede & Co., as nominee for DTC, and shall bear the following legend:


                                       10



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
          THE AGENT AUTHORIZED BY THE ISSUER FOR REGISTRATION OF TRANSFER,
          EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
          NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
          AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
          CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
          VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
          REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          (d) So long as the Shares are eligible for book-entry settlement with
DTC and such settlement is available, unless otherwise required by law,
notwithstanding the provisions of Section 2.2(a) and Section 2.2(b), all Shares
shall be evidenced by one or more global Certificates the Registered Owner of
which is DTC or a nominee of DTC and (i) no Beneficial Owner of Shares will be
entitled to receive a separate Certificate evidencing those Shares, (ii) the
interest of a Beneficial Owner in Shares represented by a global Certificate
will be shown only on, and transfer of that interest will be effected only
through, records maintained by DTC or a DTC Participant or Indirect Participant
through which the Beneficial Owner holds that interest and (iii) the rights of a
Beneficial Owner with respect to Shares represented by a global Certificate will
be exercised only to the extent allowed by, and in compliance with, the
arrangements in effect between such Beneficial Owner and DTC or the DTC
Participant or Indirect Participant through which that Beneficial Owner holds an
interest in Shares.

          (e) If, at any time when Shares are evidenced by a global Certificate,
DTC ceases to make its book-entry settlement system available for such Shares,
the Trustee shall execute and deliver separate Certificates evidencing Shares to
the DTC Participants entitled thereto, with such additions, deletions and
modifications to this Agreement and to the form of Certificate evidencing Shares
as the Sponsor and the Trustee may agree.


                                       11



          (f) Title to a Certificate evidencing Shares (and to the Shares
evidenced thereby), when properly endorsed or accompanied by proper instruments
of transfer, shall be transferable by delivery with the same effect as in the
case of a negotiable instrument under the laws of New York; provided, however,
that the Trustee, notwithstanding any notice to the contrary, may treat the
Registered Owner of Shares as the absolute owner thereof for the purpose of
determining the person entitled to any distribution or to any notice provided
for in this Agreement and for all other purposes.

          Section 2.3 Deposit of Euro.

          (a) After the initial deposit of Euro in the Trust, the issuance and
Delivery of Shares will take place only in integral numbers of Baskets and in
compliance with the provisions of this Agreement, as supplemented by any
procedures attached to an applicable Authorized Participant Agreement, to the
extent those procedures are consistent with this Agreement. Authorized
Participants wishing to acquire from the Trustee one or more Baskets must place
an order with the Trustee (a "Purchase Order"). Purchase Orders received by the
Trustee prior to the Order Cutoff Time on a New York Business Day will have that
day as the Order Date. Purchase Orders received on a day that is not a New York
Business Day or received after the Order Cutoff Time on a New York Business Day
will have the next following New York Business Day as the Order Date. The
"Settlement Date" for a Purchase Order shall occur on the earliest date that is
no less than the third New York Business Day and the third London Business Day
following the Order Date. As consideration for each Basket acquired, Authorized
Participants must deposit with the Depository, for credit to the Deposit
Account, the Basket Euro Amount determined by the Trustee on the Business Day
prior to the Settlement Date for the corresponding Purchase Order. Euro must be
Delivered to the Depository.

          (b) The Trustee shall determine the Basket Euro Amount for each New
York Business Day. The initial "Basket Euro Amount" is 5,000,000 Euro. After the
initial deposit, the "Basket Euro Amount" shall be an amount of Euro equal to
the quotient obtained by dividing the NAV per Basket on the date on which the
determination is being made by the Relevant Price on such date. For purposes of
this computation, "NAV per


                                       12



Basket" is the product obtained by multiplying (x) the NAV per Share determined
in compliance with Section 4.1, by (y) the number of Shares which constitute a
Basket on the date on which the determination is being made. Fractions of a Euro
smaller than .001 shall be disregarded. The Sponsor intends to publish, or may
designate other persons to publish, for each New York Business Day, the Basket
Euro Amount.

          (c) If the Trust Property includes Surplus Property, no deposits of
Euro will be accepted until after a record date for distribution of that money
or property, or proceeds from that property, has passed.

          (d) All deposited Euro shall be owned by the Trust and held for the
Trust by the Depository in the Deposit Account. Any assets of the Trust other
than Euro shall be held by the Trustee or the Depository at such place and in
such manner as the Trustee shall determine.

          Section 2.4 Delivery of Shares.

          Upon receipt by the Trustee of any deposit in accordance with Section
2.3, together with a Purchase Order and the other documents required under this
Agreement, if any, and a confirmation from the Depository that the Euro Deposit
Amount has been Delivered to the Depository for each Basket of Shares and the
Depository is holding that Euro for the account of the Trust, the Trustee,
subject to the terms and conditions of this Agreement, shall Deliver to the
Depositor the number of Baskets of Shares issuable in respect of such deposit as
requested in the corresponding Purchase Order, but only upon payment to the
Trustee of the fees and expenses of the Trustee as provided in Section 6.6 and
of all taxes and governmental charges and fees payable in connection with such
deposit, the transfer of the Euro and the issuance and Delivery of the Shares.


                                       13



          Section 2.5 Registration and Registration of Transfer of Shares;
Combination and Split-up of Certificates.

          (a) The Trustee shall keep or cause to be kept a register of
Registered Owners of Shares and shall provide for the registration of Shares and
the registration of transfers of Shares.

          (b) The Trustee, subject to the terms and conditions of this
Agreement, shall register transfers of ownership of Shares on its transfer books
from time to time, upon any Surrender of a Certificate evidencing such Shares,
by the Registered Owner in person or by a duly authorized attorney, properly
endorsed or accompanied by proper instruments of transfer, and duly stamped as
may be required by the laws of the State of New York and of the United States of
America. Thereupon the Trustee shall execute a new Certificate or Certificates
evidencing such Shares, and deliver the same to or upon the order of the Person
entitled thereto.

          (c) The Trustee, subject to the terms and conditions of this
Agreement, shall, upon Surrender of a Certificate or Certificates evidencing
Shares for the purposes of effecting a split-up or combination of that
certificate or certificates, execute and deliver one or more new Certificates
evidencing those Shares.

          (d) The Trustee may, with the written approval of the Sponsor (which
approval shall not be unreasonably withheld), appoint one or more co-transfer
agents for the purpose of effecting registration of transfers of Shares and
combinations and split-ups of Certificates at designated transfer offices on
behalf of the Trustee at the Trustee's expense. In carrying out its functions, a
co-transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Registered Owners or Persons entitled
to Shares and will be entitled to protection and indemnity to the same extent as
the Trustee.


                                       14



          Section 2.6 Surrender of Shares and Withdrawal of Trust Property.

          (a) Upon Surrender of any integral number of Baskets for the purpose
of withdrawal of the amount of Trust Property represented thereby, and upon
payment of the fee of the Trustee in connection with the Surrender of Shares as
provided in Section 6.6 and payment of all taxes and charges payable in
connection with such Surrender and withdrawal of Trust Property, and subject to
the terms and conditions of this Agreement, an Authorized Participant acting on
authority of the Registered Owner of those Shares will be entitled to Delivery,
in accordance with the provisions of this Agreement, as supplemented by any
procedures attached to an applicable Authorized Participant Agreement, to the
extent those procedures are consistent with this Agreement, of the amount of
Trust Property at the time represented by such Baskets, including the Basket
Euro Amounts corresponding to such Baskets for the New York Business Day prior
to the Settlement Date (as defined below), but excluding from those Basket Euro
Amounts any portion that represents the value of Trust Property that is not held
as Euro. Authorized Participants wishing to redeem one or more Baskets must
place an order with the Trustee (a "Redemption Order"). Redemption Orders
received by the Trustee prior to the Order Cutoff Time on a New York Business
Day will have that day as the Order Date. Redemption Orders received by the
Trustee after the Order Cutoff Time on a New York Business Day or on a day that
is not a New York Business Day will have the next New York Business Day as the
Order Date. The "Settlement Date" for a Redemption Order shall occur on the
earliest date that is no less than the third New York Business Day and the third
London Business Day following the Order Date. Euro will be Delivered from the
Deposit Account by the Depository. Any Trust Property other than Euro will be
delivered by the Trustee.

          (b) The Trustee may require that a Certificate evidencing Shares
Surrendered for the purpose of withdrawal is properly endorsed in blank or
accompanied by proper instruments of transfer in blank. Upon a Surrender of an
integral number of Baskets of Shares and satisfaction of all the conditions for
withdrawal of Trust Property, the Trustee shall instruct the Depository to
Deliver, to or to the order of the Surrendering Authorized Participant, the
amount of Euro represented by the Surrendered Baskets of


                                       15



Shares and the Depository or the Trustee shall pay or deliver to or to the order
of the Surrendering Authorized Participant the amount of any other Trust
Property represented by the Surrendered Baskets of Shares. Any Delivery of Euro
other than by wire transfer or at the office of the Depository will be at the
expense and risk of the Authorized Participant.

          Section 2.7 Limitations on Delivery, Registration of Transfer and
Surrender of Shares.

          (a) As a condition precedent to the Delivery, registration of
transfer, split-up, combination or Surrender of any Shares or withdrawal of any
Trust Property, the Trustee or Registrar may require payment from the Depositor
or the Authorized Participant Surrendering the Shares of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to any securities being withdrawn) and payment of any applicable
fees as herein provided, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require
compliance with any regulations the Trustee may establish consistent with the
provisions of this Agreement, including this Section 2.7.

          (b) The Delivery of Shares against deposits of Euro or the
registration of transfer of Shares may be suspended generally, or refused with
respect to particular requested Deliveries or transfers, during any period when
the transfer books of the Trustee are closed or if any such action is deemed
necessary or advisable by the Trustee or the Sponsor for any reason at any time
or from time to time. Except as otherwise provided in this Agreement, the
Surrender of Shares for purposes of withdrawing Trust Property may not be
suspended.

          Section 2.8 Lost Certificates, Etc.

          The Trustee shall execute and deliver a new Certificate of like tenor
in exchange and substitution for a mutilated Certificate upon cancellation
thereof, or in lieu


                                       16



of and in substitution for a destroyed, lost or stolen Certificate if the
Registered Owner thereof has (a) filed with the Trustee (i) a request for such
execution and delivery before the Trustee has notice that the Shares evidenced
by the Certificate have been acquired by a protected purchaser and (ii) a
sufficient indemnity bond, and (b) satisfied any other reasonable requirements
imposed by the Trustee.

          Section 2.9 Cancellation and Destruction of Surrendered Certificates.

          All Certificates Surrendered to the Trustee shall be canceled by the
Trustee. The Trustee is authorized to destroy Certificates so canceled.

          Section 2.10 Splits and Reverse Splits of Shares.

          If requested in writing by the Sponsor, the Trustee shall effect a
split or reverse split of the Shares as of a record date set by the Trustee in
accordance with procedures determined by the Trustee.

          The Trustee is not required to distribute any fraction of a Share in
connection with a split or reverse split of the Shares. The Trustee may sell the
aggregated fractions of Shares that would otherwise be distributed in a split or
reverse split of the Shares or the amount of Trust Property that would be
represented by those Shares and distribute the net proceeds of those Shares or
that Trust Property to the Registered Owners entitled to them.

          The amount of Trust Property represented by each Share and the Basket
Euro Amount shall be adjusted as appropriate as of the open of business on the
New York Business Day following the record date for a split or reverse split of
the Shares.


                                       17



                                    ARTICLE 3

               CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES

          Section 3.1 Liability of Registered Owner for Taxes and Other
Governmental Charges.

          If any tax or other governmental charge shall become payable by the
Trustee with respect to any transfer or redemption of Shares, such tax or other
governmental charge shall be payable by the Registered Owner of such Shares to
the Trustee. The Trustee shall refuse to effect any registration of transfer of
such Shares or any withdrawal of Trust Property represented by such Shares until
such payment is made, and may withhold any distributions, or may sell for the
account of the Registered Owner thereof Trust Property or Shares, and may apply
such distributions or the proceeds of any such sale in payment of such tax or
other governmental charge, and the Registered Owner of such Shares shall remain
liable for any deficiency. The Trustee shall distribute any net proceeds of a
sale made under the preceding sentence that remain, after payment of the tax or
other governmental charge, to the Registered Owners entitled thereto as in the
case of a distribution in cash.

          Section 3.2 Warranties on Deposit of Euro.

          Every Person depositing Euro under this Agreement shall be deemed
thereby to represent and warrant that the Person making such deposit is duly
authorized to do so and that at the time of delivery, the Euro are free and
clear of any lien, pledge, encumbrance, right, charge or claim (other than the
rights created by this Agreement). All representations and warranties deemed
made under this Section 3.2 shall survive the deposit of Euro, Delivery or
Surrender of Shares or termination of this Agreement.


                                       18



                                    ARTICLE 4

                           ADMINISTRATION OF THE TRUST

          Section 4.1 Evaluation of Euro; Calculation of Net Asset Value.

          As promptly as practicable after the determination of the Relevant
Price on each New York Business Day, ordinarily no later than 2:00 PM (New York
time), the Trustee will calculate, and the Sponsor or a person designated by the
Sponsor will publish, the Trust's net asset value ("NAV"). To calculate the NAV,
the Trustee will:

          (a) take the amount of Euro in the Deposit Account as of the close of
business on the preceding London Business Day, as reported by the Depository;

          (b) add interest accrued but unpaid on the Deposit Account through the
preceding day;

          (c) subtract the accrued but unpaid Sponsor's Fee through the
preceding day;

          (d) add Euro receivable by the Trust under Purchase Orders having
Order Dates on or before the preceding New York Business Day;

          (e) subtract Euro payable by the Trust under Redemption Orders having
Order Dates on or before the preceding New York Business Day;

          (f) convert the result after step (e) into Dollars using the Relevant
Price;

          (g) add the dollar value of any other assets included in the Trust
Property as of the close of business on the preceding New York Business Day; and

          (h) subtract the dollar value of any other expenses and liabilities of
the Trust as of the close of business on the preceding New York Business Day.


                                       19



          The result is the NAV of the Trust for that New York Business Day. The
Trustee shall also divide the NAV of the Trust by the number of Shares
outstanding for the date of the evaluation then being made, which figure is the
"NAV per Share." For purposes of the preceding sentence, the number of Shares
deemed outstanding shall include Shares to be Delivered under Purchase Orders
having Order Dates on or before the preceding New York Business Day and shall
exclude Shares to be Surrendered under Redemption Orders having Order Dates on
or before the preceding New York Business Day.

          Section 4.2 Responsibility of the Trustee for Evaluations.

          The Sponsor, Depositors, Registered Owners and Beneficial Owners may
rely on any evaluation or determination of any amount made by the Trustee, and
the Sponsor shall have no responsibility for the accuracy thereof. The
determinations made by the Trustee under this Agreement shall be made in good
faith upon the basis of, and the Trustee shall not be liable for any errors
contained in, information reasonably available to it. The Trustee shall be under
no liability to the Sponsor, or to Depositors, Registered Owners or Beneficial
Owners, for errors in judgment; provided, however, that this provision shall not
protect the Trustee against any liability to which it would otherwise be subject
by reason of negligence or bad faith in the performance of its duties.

          Section 4.3 Deposit Account Interest.

          The Trustee will deposit all Euro into the Deposit Account, which will
accrue interest in accordance with the terms of the Deposit Account Agreement.

          Section 4.4 Cash Distributions.

          On the first London Business Day of each month that is also a New York
Business Day, the Depository will deposit into the Deposit Account the accrued
but unpaid interest for the previous month and the Trustee will make
withdrawals from the Deposit Account to pay the accrued Sponsor's Fee for the


                                       20



previous month plus any other Trust expenses. In the event that the interest
deposited exceeds the sum of the Sponsor's Fee for the previous month plus other
Trust expenses, if any, then the Trustee shall convert the excess into Dollars
in accordance with Section 4.9 and, as promptly as practicable, declare a record
date and distribute the net proceeds to Shareholders of record on a pro rata
basis (in accordance with the number of Shares that they own); provided,
however, that in the event that the Trustee shall be required to withhold and
does withhold from such cash an amount on account of taxes, the amount
distributed to the Registered Owners shall be reduced accordingly; and provided,
further, that the Trustee shall round the amount paid to each Registered Owner
to the nearest whole cent.

          Section 4.5 Distributions of Surplus Property.

          At any time that the Trust Property includes Surplus Property, the
Trustee shall, as promptly as practicable, (a) distribute all Surplus Property
consisting of Dollars to the Registered Owners in proportion to the number of
Shares held by them, (b) convert into Dollars or sell for Dollars all other
Surplus Property and distribute the Dollar proceeds, net of the fees and
expenses of the Trustee, to the Registered Owners in proportion to the number of
Shares held by them. If the Trust Property includes any Surplus Property that is
not Euro, the Trustee shall suspend deposits of Euro for the purpose of issuance
of Shares until after a record date for distribution of that Surplus Property,
or proceeds of that Surplus Property, has passed.

          Section 4.6 Fixing of Record Date.

          Whenever any distribution will be made, or whenever the Trustee
receives notice of any solicitation of proxies or consents from Registered
Owners, or whenever for any reason there is split, reverse split or other change
in the outstanding Shares, or whenever the Trustee shall find it necessary or
convenient in respect of any matter, the Trustee, in consultation with the
Sponsor, shall fix a record date for the determination of the Registered Owners
who shall be (i) entitled to receive such distribution or the net proceeds of
the sale thereof, (ii) entitled to give such proxies or consents in respect of
any such solicitation or (iii) entitled to act in respect of any other matter
for which the record


                                       21



date was set.

          Section 4.7 Payment of Trust Expenses.

     (a) The following expenses are or may be accrued and paid by the Trust:

          (1) the Sponsor's Fee and other fees and expenses of the Sponsor set
forth in Section 5.6;

          (2) expenses of the Trust not assumed by the Sponsor pursuant to
Section 5.1(b);

          (3) taxes and other governmental charges;

          (4) 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 Registered Owners; and

          (5) indemnification of the Sponsor as provided in Section 7.1(d).

     (b) On the first London Business Day of each month that is also a New York
Business Day, the Trustee shall withdraw from the Deposit Account amounts
necessary to pay the Trust expenses provided for in Section 4.7(a) and any
otherwise unpaid expenses hereunder. The Trustee will withdraw and sell
sufficient Euro to purchase an amount of currency other than Euro sufficient to
pay any Trust expenses payable other than in Euro and the costs of currency
conversion.

     (c) Notwithstanding the foregoing, if requested by the Sponsor and agreed
to by the Trustee, the Trustee will advance amounts out of its own funds for the
payment of Trust expenses, provided that the amount advanced at any time shall
not exceed $20,000. The amount of such advances, plus the cost of meeting
reserve requirements imposed by the Board of Governors of the Federal Reserve
System, together with interest thereon at a


                                       22



percentage rate equal to then-current overnight federal funds rate, shall be
expenses of the Trust. The Trustee shall have a lien on the balances on hand in
the Deposit Account to the extent of all amounts advanced by it pursuant to this
Section 4.7(c), which lien shall be superior to the interest of the Registered
Owners.

     (d) The Trustee is conclusively authorized to sell Euro in the smallest
amounts required to permit payment of Trust expenses, it being the intention to
minimize the Trust's holdings of assets other than Euro. Neither the Trustee nor
the Sponsor shall have any liability for loss or depreciation resulting from
sales of Euro so made. The Trustee shall not be liable or responsible in any way
for depreciation or loss incurred by reason of any sale made pursuant the
Sponsor's direction or otherwise in accordance with this Section 4.7(d).

          Section 4.8 Statements and Reports.

          After the end of each fiscal year and within the time period required
by applicable laws, rules and regulations, at the Sponsor's expense, the Trustee
shall send to the Registered Owners at the end of such fiscal year, an annual
report of the Trust containing financial statements audited by independent
accountants designated by the Sponsor and such other information as may be
required by such laws, rules and regulations or otherwise, or which the Sponsor
determines shall be included. The Trustee may distribute the annual report by
any means acceptable to the Registered Owners and that complies with applicable
laws, rules and regulations.

          Section 4.9 Further Provisions for Sales of Trust Property; Currency
Conversion.

          In addition to selling Euro in accordance with Section 4.7, the
Trustee shall sell Euro whenever any one or more of the following conditions
exist:


                                       23



          (i) the Sponsor has notified the Trustee that such sale is required by
          applicable law or regulation; or

          (ii) the Trust is to be terminated and its assets liquidated in
          accordance with Section 8.2.

          When the Trustee is required or permitted to sell Trust Property, it
may sell that Trust Property by public or private sale in any manner and on any
terms that are (i) commercially reasonable in the circumstances and (ii)
reasonably calculated to maximize the value of the Trust Property while taking
into account any duty of the Trustee under this Agreement to sell that Trust
Property as promptly as practicable.

          However, whenever the Trustee is required or permitted to sell Trust
Property that is currency, if at the time of the receipt thereof the received
currency can, in the judgment of the Trustee, be converted on a reasonable basis
into the required currency that, if applicable, is transferable to the United
States, the Trustee shall place orders with dealers (which may include the
Depository or the Trustee or any of their affiliates) through which it may
reasonably expect to obtain a commercially reasonable rate of exchange (net of
commission) and good execution of orders.

          If such conversion can be effected only with the approval or license
of any government or agency thereof, the Trustee shall file such application for
approval or license, if any, as it may deem desirable.

          If at any time the Trustee shall determine that in its judgment the
received currency is not convertible on a reasonable basis into the required
currency or that, if applicable, is transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Trustee is not obtainable, or
if any such approval or license is not obtained within a reasonable period as
determined by the Trustee, the Trustee may distribute the received currency (or
an appropriate document evidencing the right to receive such received currency)
to, or in its discretion may hold such received currency for the


                                       24



respective accounts of, the persons entitled to receive it. Any interest earned
or investment gains attributable to amounts withheld from distribution shall be
held by the Trustee for distribution to the Registered Owners entitled to the
amount to which the interest or gain is attributable.

          If any such conversion of received currency, in whole or in part,
cannot be effected for distribution to some of the persons entitled to it, the
Trustee may in its discretion make such conversion and distribution in required
to the extent permissible to the persons entitled to it and may distribute the
balance of the received currency to, or in its discretion may hold such received
currency for the respective accounts of, the persons entitled to receive it. Any
interest earned or investment gains attributable to amounts withheld from
distribution shall be held by the Trustee for distribution to the Registered
Owners entitled to the amount to which the interest or gain is attributable.

          The Trustee and the Sponsor shall not be liable or responsible in any
way for depreciation or loss incurred by reason of any sale made pursuant to
this Section 4.9.

          Section 4.10 Counsel.

          The Sponsor may from time to time employ counsel to act on behalf of
the Trust and perform any legal services in connection with the Euro and the
Trust, including any legal matters relating to the possible disposition or
acquisition of any Euro. The reasonable fees and expenses of such counsel shall
be paid by the Sponsor up to an aggregate maximum of $100,000 per year, with any
excess amount to be paid by the Trust.

          Section 4.11 Grantor Trust.

          Nothing in this Agreement, any agreement with a Depository, or
otherwise, shall be construed to give the Trustee or Sponsor the power to vary
the investment of the Beneficial Owners within the meaning of Section
301.7701-4(c) under the Code or any similar or successor provision of the
regulations under the Code, nor


                                       25



shall the Sponsor give the Trustee any direction that would vary the investment
of the Beneficial Owners. However, the Trustee shall not be liable to any Person
for any failure of the Trust to qualify as a grantor trust under the Code or any
comparable provision of the laws of any State or other jurisdiction where that
treatment is sought, except that this sentence shall not limit the Trustee's
responsibility for the administration of the Trust in accordance with this
Agreement. Neither the Trustee nor the Sponsor will agree to any amendment of
the Deposit Account Agreement unless the Trustee and the Sponsor obtain a prior
written opinion of counsel to the effect that such amendment will have no
adverse effect on the classification of the Trust as a "grantor trust" under the
Code.

                                    ARTICLE 5

                                   THE SPONSOR

          Section 5.1 Duties of the Sponsor.

          (a) The Sponsor is responsible for establishing the Trust and for the
registration of the Shares. The Sponsor will generally oversee the performance
of the Trustee and the Trust's principal service providers, but will not
exercise day-to-day oversight over the Trustee or such service providers. The
Sponsor will regularly communicate with the Trustee to monitor the overall
performance of the Trust. The Sponsor will also designate the independent
certified public accountants of the Trust and may from time to time employ legal
counsel for the Trust.

     (b) The Sponsor shall be responsible for all organizational expenses of the
Trust, and for the following administrative and marketing expenses of the Trust:
the Trustee's monthly fee, routine transaction and maintenance fees charged by
the Depository, listing fees of the Exchange, registration fees charged by the
Commission, printing and mailing costs, audit fees, legal fees and expenses not
in excess of $100,000 per year and any applicable license fee.


                                       26



          (c) The Sponsor will monitor the interest rate paid by the Depository
and has the right and duty to instruct the Trustee to terminate the Deposit
Account Agreement if the Sponsor considers the interest rate to be
noncompetitive.

          Section 5.2 Obligations of the Sponsor.

          (a) The Sponsor does not assume any obligation nor shall it be subject
to any liability under this Agreement to any Registered Owner or Beneficial
Owner or Depositor (including liability with respect to the worth of the Trust
Property), except that the Sponsor agrees to perform its obligations
specifically set forth in this Agreement without negligence or bad faith.

          (b) The Sponsor shall not be under any obligation to prosecute any
action, suit or other proceeding in respect of any Trust Property or in respect
of the Shares on behalf of a Registered Owner, Beneficial Owner, Depositor or
other Person.

          (c) The Sponsor shall not be liable for any action or non-action by it
in reliance upon the advice of or information from legal counsel, accountants,
any Depositor, any Registered Owner or any other person believed by it in good
faith to be competent to give such advice or information.

          (d) The Sponsor shall not be liable for any acts or omissions made by
a successor sponsor whether in connection with a previous act or omission of the
Sponsor or in connection with any matter arising wholly after the resignation of
the Sponsor, provided that in connection with the issue out of which such
potential liability arises the Sponsor performed its obligations without
negligence or bad faith while it acted as sponsor.

          (e) The Sponsor shall have no obligation to comply with any direction
or instruction from any Registered Owner or Beneficial Owner or Depositor
regarding Shares except to the extent specifically provided in this Agreement.

          Section 5.3 Prevention or Delay in Performance by the Sponsor.


                                       27



          The Sponsor and its directors, employees, agents or affiliates shall
not incur any liability to any Registered Owner, Beneficial Owner or Depositor
if, by reason of any provision of any present or future law or regulation of the
United States or any other country, or of any governmental or regulatory
authority or stock exchange, or by reason of any act of God or war or terrorism
or other circumstances beyond its control, the Sponsor is prevented or forbidden
from, or would be subject to any civil or criminal penalty on account of, or is
delayed in, doing or performing any act or thing which by the terms of this
Agreement it is provided shall be done or performed and accordingly the Sponsor
does not do that thing or does that thing at a later time than would otherwise
be required. The Sponsor will not incur any liability to any Registered Owner or
Beneficial Owner or Depositor by reason of any non-performance or delay in the
performance of any act or thing which by the terms of this Agreement it is
provided may be done or performed, or by reason of any exercise of, or failure
to exercise, any discretion provided for in this Agreement.

          Section 5.4 Certain Matters Regarding Successor Sponsor.

          The covenants, provisions and agreements herein contained shall in
every case be binding upon any successor to the business of the Sponsor. The
Sponsor may transfer all or substantially all of its assets to an entity which
carries on the business of the Sponsor, if at the time of such transfer such
successor duly assumes all the obligations of the Sponsor under this Agreement,
and in such event, the Sponsor shall be relieved of all further liability under
this Agreement.

          Section 5.5 Resignation of Sponsor; Successors.

          If at any time the Sponsor desires to resign its position as Sponsor
hereunder, it may resign by delivering to the Trustee an instrument of
resignation executed by the Sponsor. Such resignation shall become effective
upon the earliest of (i) the effective date of the appointment by the Trustee of
a successor sponsor and the acceptance by the successor sponsor of that
appointment, with such compensation from the Trust as the Trustee may deem
reasonable under the circumstances, by an instrument


                                       28



of appointment and assumption executed by the Trustee and the successor sponsor;
or (ii) an agreement by the Trustee to act as sponsor hereunder succeeding to
all the rights and duties of the resigning Sponsor without appointing a
successor sponsor and without terminating this Agreement; or (iii) termination
of this Agreement in accordance with its terms and completion of distribution of
all remaining assets to Registered Owners. The Trustee shall have no obligation
to appoint a successor sponsor or to assume the duties of the Sponsor and shall
have no liability to any person because the Trust is terminated by reason of the
Sponsor's resignation.

          If the Sponsor shall fail to undertake or perform or become incapable
of undertaking or performing its duties hereunder or shall become bankrupt or
its affairs shall be taken over by public authorities, the effect of that event
shall be the same as if the Sponsor had given a notice of resignation as
provided in the preceding paragraph.

          Upon its resignation becoming effective, the resigning Sponsor shall
be discharged and shall no longer be liable in any manner hereunder except as to
acts or omissions occurring before its resignation became effective, and the
successor sponsor shall thereupon undertake and perform all duties and be
entitled to all rights and compensation as sponsor under this Agreement. The
successor sponsor shall not be under any liability hereunder for acts or
omissions occurring prior to the effective date stated in the instrument
appointing it successor sponsor. The Trustee shall notify Registered Owners of
the appointment of a successor sponsor.

          Section 5.6 Compensation of the Sponsor.

          (a) The Sponsor is entitled to receive from the Trust, as an expense
of the Trust, the Sponsor's Fee. The Sponsor's Fee shall be accrued daily but
paid monthly in arrears.

          (b) In addition to the Sponsor's Fee, the Sponsor is entitled to
receive reimbursement from the Trust for all expenses and disbursements incurred
by it under the last sentence of Section 7.1(d) or in connection with action
taken by it pursuant to


                                       29



Section 5.8., except that the Sponsor is not entitled to charge the Trust for
(i) expenses and disbursements incurred by it prior to the commencement of
trading of Shares on the Exchange, and (ii) fees of agents for performing
services the Sponsor is required to perform under this Agreement.

          (c) Within 30 days following the end of each fiscal year, the Sponsor
shall certify to the Trustee the amount of its actual reimbursable expenses
during the preceding fiscal year attributable to its acting as Sponsor and shall
reimburse the Trust any amounts received by it from the Trust that exceed the
amount so certified. The Trustee shall have no liability or responsibility for
amounts paid to the Sponsor pursuant to this Section 5.6.

          Section 5.7 Federal Securities Law Filings.

          The Sponsor shall (i) prepare and file a registration statement with
the Commission and take such action as is necessary from time to time to qualify
the Shares for offering and sale under the federal securities laws of the United
States, including the preparation and filing of amendments and supplements to
such registration statement, (ii) promptly notify the Trustee of any amendment
or supplement to the registration statement or prospectus, of any order
preventing or suspending the use of any prospectus, of any request for the
amending or supplementing of the registration statement or prospectus or if any
event or circumstance occurs which is known to the Sponsor as a result of which
the registration statement or prospectus, as then amended or supplemented, would
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (iii) provide the Trustee from time
to time with copies, including copies in electronic form, of the prospectus, as
amended and supplemented, in such quantities as the Trustee may reasonably
request and (iv) prepare and file any periodic reports or updates that may be
required under the Securities Exchange Act of 1934, as amended. The Trustee
shall furnish to the Sponsor any information from the records of the Trust that
the Sponsor reasonably requests in writing


                                       30



that is needed to prepare any filing or submission that the Sponsor or the Trust
is required to make under the federal securities laws of the United States.

          Section 5.8 Discretionary Actions by Sponsor; Consultation.

          (a) The Sponsor may, in its discretion, undertake any action that it
considers necessary or desirable to protect the Trust or the interests of the
Registered Owners. The expenses incurred by the Sponsor in connection with
taking any action under the preceding sentence (including the fees and
disbursements of legal counsel) shall be expenses of the Trust, and the Sponsor
shall be entitled to be reimbursed for those expenses by the Trust.

          (b) The Sponsor shall notify and consult with the Trustee before
undertaking any action under Section 5.8(a) or if the Sponsor becomes aware of
any development or event that affects the administration of the Trust but is not
contemplated or provided for in this Agreement.

                                    ARTICLE 6

                                   THE TRUSTEE

          Section 6.1 Maintenance of Office and Transfer Books by the Trustee.

          (a) Until termination of this Agreement in accordance with its terms,
the Trustee shall maintain facilities for the execution and Delivery,
registration, registration of transfers and Surrender of Shares in accordance
with the provisions of this Agreement.

          (b) The Trustee shall keep books for the registration of Shares and
registration of transfers of Shares which at all reasonable times shall be open
for inspection by the Registered Owners.


                                       31



          (c) Subject to the limitations set forth in Section 2.7(b), the
Trustee may, and at the reasonable written request of the Sponsor shall, close
the transfer books at any time or from time to time if such action is deemed
necessary or advisable in the reasonable judgment of the Trustee or the Sponsor.

          (d) If any Shares are listed on one or more stock exchanges in the
United States, the Trustee shall act as Registrar or, with the written approval
of the Sponsor (which approval shall not be unreasonably withheld), appoint a
registrar or one or more co-registrars for registry of such Shares in accordance
with any requirements of such exchange or exchanges.

          Section 6.2 Obligations of the Trustee.

          (a) The Trustee assumes no obligation nor shall it be subject to any
liability under this Agreement to any Registered Owner or Beneficial Owner or
Depositor (including liability with respect to the worth of the Trust Property),
except that the Trustee agrees to perform its obligations specifically set forth
in this Agreement without negligence or bad faith.

          (b) The Trustee shall not be under any obligation to prosecute any
action, suit or other proceeding in respect of any Trust Property or in respect
of the Shares on behalf of a Registered Owner, Beneficial Owner, Depositor or
other Person.

          (c) The Trustee shall not be liable for any action or non-action by it
in reliance upon the advice of or information from legal counsel, accountants,
any Depositor, any Registered Owner or any other person believed by it in good
faith to be competent to give such advice or information.

          (d) The Trustee shall not be liable for any acts or omissions made by
a successor trustee whether in connection with a previous act or omission of the
Trustee or in connection with any matter arising wholly after the resignation of
the Trustee, provided that in connection with the issue out of which such
potential liability arises the


                                       32



Trustee performed its obligations without negligence or bad faith while it acted
as Trustee.

          (e) The Trustee shall have no obligation to comply with any direction
or instruction from any Registered Owner or Beneficial Owner or Depositor
regarding Shares except to the extent specifically provided in this Agreement.

          Section 6.3 Prevention or Delay in Performance by the Trustee.

          The Trustee and its directors, employees, agents or affiliates shall
not incur any liability to any Registered Owner, Beneficial Owner or Depositor
if, by reason of any provision of any present or future law or regulation of the
United States or any other country, or of any governmental or regulatory
authority or stock exchange, or by reason of any act of God or war or terrorism
or other circumstances beyond its control, the Trustee is prevented or forbidden
from, or would be subject to any civil or criminal penalty on account of, or is
delayed in, doing or performing any act or thing which by the terms of this
Agreement it is provided shall be done or performed and accordingly the Trustee
does not do that thing or does that thing at a later time than would otherwise
be required. The Trustee will not incur any liability to any Registered Owner or
Beneficial Owner or Depositor by reason of any non-performance or delay in the
performance of any act or thing which by the terms of this Agreement it is
provided may be done or performed, or by reason of any exercise of, or failure
to exercise, any discretion provided for in this Agreement.

          Section 6.4 Resignation or Removal of the Trustee; Appointment of
Successor Trustee.

          (a) Resignation. The Trustee may at any time resign as Trustee
hereunder by notice of its election so to do, delivered to the Sponsor, and such
resignation shall take effect upon the appointment of a successor trustee and
its acceptance of such appointment.


                                       33



          (b) Removal by the Sponsor. In case at any time the Trustee shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or a trustee or liquidator or any public officer shall take
charge or control of such Trustee or of its property or affairs for the purposes
of rehabilitation, conservation or liquidation, then in any such case, the
Sponsor shall, subject to the requirements of Section 6.4(e), remove the Trustee
by notice to the Trustee, and such removal shall take effect upon the
appointment of a successor trustee and its acceptance of such appointment.

          (c) Removal by Registered Owners. Registered Owners of at least
two-thirds (66-2/3 %) of the Shares then outstanding may at any time remove the
Trustee by a notice delivered to the Trustee and Sponsor, and such removal shall
take effect upon the appointment of a successor trustee and its acceptance of
such appointment.

          (d) Removal for Material Breach. If at any time the Trustee ceases to
be a Qualified Bank or is in material breach of its obligations under this
Agreement and the Trustee fails to cure such breach within 30 days after receipt
by the Trustee of notice from the Sponsor or Registered Owners acting on behalf
of at least 25% of the outstanding Shares specifying such default and requiring
the Trustee to cure such default, the Sponsor, acting on behalf of the
Registered Owners, may remove the Trustee by notice delivered to the Trustee,
and such removal shall take effect upon the appointment of a successor trustee
and its acceptance of such appointment as hereinafter provided.

          (e) Appointing Successor Trustees. If the Trustee acting hereunder
resigns or is removed, the Sponsor, acting on behalf of the Registered Owners,
shall use its reasonable efforts to appoint a successor trustee, which shall be
a Qualified Bank. Every successor trustee shall execute and deliver to its
predecessor and to the Sponsor, acting on behalf of the Registered Owners, an
instrument in writing accepting its appointment hereunder, and thereupon such
successor trustee, without any further act or deed, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on


                                       34



the written request of the Sponsor, acting on behalf of the Registered Owners,
shall execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and
deliver all right, title and interest in the Trust Property to such successor,
and shall deliver to such successor a list of the Registered Owners of all
outstanding Shares. The Sponsor or any such successor trustee shall promptly
notify the Registered Owners of the appointment of such successor trustee.

          (f) Liability of Trustee. Upon effective resignation hereunder, the
resigning or removed Trustee shall be discharged and shall no longer be liable
in any manner hereunder except as to acts or omissions occurring prior to such
resignation or removal, and the new trustee shall thereupon undertake and
perform all duties and be entitled to all rights and compensation as trustee
under this Agreement. The successor trustee shall not be under any liability
hereunder for acts or omissions occurring prior to execution of an instrument
accepting its appointment as trustee.

          (g) Effect of Merger of the Trustee. Any corporation into which the
Trustee may be merged, consolidated or converted in a transaction in which the
Trustee is not the surviving corporation shall be the successor of the Trustee
without the execution or filing of any document or any further act.

          Section 6.5 The Depository.

          The Depository will be subject at all times and in all respects to the
directions of the Trustee and will be responsible solely to it. The rights and
duties of the Depository with reference to the Trust will be determined by the
Deposit Account Agreement and applicable law. The Trustee shall not amend or
terminate the Deposit Account Agreement without the written consent of the
Sponsor. The Trustee shall terminate the Deposit Account Agreement if the
Sponsor directs it in writing to do so.


                                       35



          Section 6.6 Compensation of the Depository.

          (a) Each Depositor, and each person surrendering Shares for the
purpose of withdrawing Trust Property, shall pay to the Trustee a fee of $500.00
per Purchase Order pursuant to Section 2.4 or Redemption Order pursuant to
Section 2.6 or surrender of Shares after termination of this Agreement pursuant
to Section 8.2(e).

          (b) The Trustee is entitled to receive from the Sponsor fees for its
services and reimbursement for its out-of-pocket expenses in accordance with
written agreements between the Sponsor and the Trustee.

          (c) The Trustee is entitled to charge the Trust for all expenses and
disbursements incurred by it in connection with action taken by it under Section
6.9(a) (including the reasonable fees and disbursements of its legal counsel),
except that the Trustee is not entitled to charge the Trust for (i) expenses and
disbursements incurred by it prior to the commencement of trading of Shares on
the Exchange and (ii) fees of agents for performing services the Trustee is
required to perform under this Agreement.

          Section 6.7 Retention of Trust Documents.

          The Trustee is authorized to destroy those documents, records, bills
and other data compiled during the term of this Agreement at the times permitted
by the laws or regulations governing the Trustee, unless the Sponsor reasonably
requests the Trustee in writing to retain those items for a longer period.

          Section 6.8 Prospectus Delivery.

          The Trustee shall, if required by the federal securities laws of the
United States, in any manner permitted by such laws, deliver at the time of
issuance of Shares, a copy of the relevant prospectus, as most recently
furnished to the Trustee by the Sponsor, to each Depositor.


                                       36



          Section 6.9 Discretionary Actions by Trustee; Consultation.

          (a) The Trustee may, in its discretion, undertake any action that it
considers necessary or desirable to protect the Trust or the interests of the
Registered Owners. The expenses incurred by the Trustee in connection with
taking any action under the preceding sentence (including the fees and
disbursements of legal counsel) shall be expenses of the Trust, and the Trustee
shall be entitled to be reimbursed for those expenses by the Trust.

          (b) The Trustee shall notify and consult with the Sponsor before
undertaking any action under subsection (a) above or if the Trustee becomes
aware of any development or event that affects the administration of the Trust
but is not contemplated or provided for in this Agreement.

                                    ARTICLE 7

                                 INDEMNIFICATION

          Section 7.1 Indemnification of the Sponsor and Trustee.

          (a) The Sponsor shall indemnify the Trustee, its directors, employees
and agents (the "Trustee Indemnified Persons") against, and hold each of them
harmless from, any loss, liability, cost, expense or judgment (including, but
not limited to, the reasonable fees and expenses of counsel) (collectively
"Indemnified Amounts") that is incurred by any of them and that arises out of or
is related to (i) any offer or sale by the Trust of Baskets of Shares under this
Agreement, (ii) acts performed or omitted pursuant to the provisions of this
Agreement, as the same may be amended, modified or supplemented from time to
time, by (A) a Trustee Indemnified Person or (B) the Sponsor or (iii) any
filings with or submissions to the Commission in connection with or with respect
to the Shares (which, by way of illustration and not by way of limitation,
include any registration statement and any amendments or supplements thereto
filed with the Commission or any periodic reports or updates that may be filed
under the Securities Exchange Act of 1934, as amended, or any failure to make
any filings with or


                                       37



submissions to the Commission which are required to be made in connection with
or with respect to the Shares), except that the Sponsor shall not have any
obligations under this Section 7.1(a) to pay Indemnified Amounts incurred as a
result of and attributable to (x) the negligence or bad faith of, or material
breach of the terms of this Agreement by, the Trustee, (y) written information
furnished in writing by the Trustee to the Sponsor expressly for use in the
registration statement, or any amendment thereto, filed with the Commission
relating to the Shares that is not materially altered by the Sponsor or (z) any
misrepresentations or omissions made by a Depositor (other than Sponsor) in
connection with such Depositor's offer and sale of Shares.

          (b) The Trustee shall indemnify the Sponsor, its members, officers,
employees and agents against, and hold each of them harmless from, any
Indemnified Amounts (i) caused by the negligence or bad faith of the Trustee or
(ii) arising out of any information furnished in writing to the Sponsor by the
Trustee expressly for use in the registration statement, or any amendment
thereto, filed with the Commission relating to the Shares that is not materially
altered by the Sponsor.

          (c) If the indemnification provided for in Section 7.1(a) or Section
7.1(b) is unavailable or insufficient to hold harmless the indemnified party
under subsection (a) or (b) above, then the indemnifying party shall contribute
to the Indemnified Amounts referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Sponsor on the one hand and the Trustee on the other hand from the fees each
receive attributable to the Shares which are the subject of the action or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Sponsor on the one hand and the Trustee on the other hand in connection with the
action, statement or omission which resulted in such Indemnified Amount as well
as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether any untrue or alleged
untrue statement of a material fact or the omission


                                       38



or alleged omission to state a material fact from which the action arises
relates to information supplied by the Sponsor or the Trustee and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission or the act or omission from which the
action arises. The amount of Indemnified Amounts referred to in the first
sentence of this subsection (c) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (c).

          (d) The Sponsor and its shareholders, directors, officers, employees,
affiliates (as such term is defined under the Securities Act of 1933, as
amended) and subsidiaries (each, a "Sponsor Indemnified Party") shall be
indemnified from the Trust and held harmless against any loss, liability or
expense incurred without (i) negligence, bad faith, willful misconduct or
willful malfeasance on the part of such Sponsor Indemnified Party arising out of
or in connection with the performance of its obligations under this Agreement or
any actions taken in accordance with the provisions of this Agreement or (ii)
reckless disregard on the part of such Sponsor Indemnified Party of its
obligations and duties under this Agreement. Such indemnity shall include
payment from the Trust of the costs and expenses incurred by such Sponsor
Indemnified party in defending itself against any claim or liability in its
capacity as Sponsor. Any amounts payable to a Sponsor Indemnified Party under
this Section 7.1(d) may be payable in advance or shall be secured by a lien on
the Trust. The Sponsor may, in its discretion, undertake any action which it may
deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and the interests of the Registered Owners and, in
such event, the legal expenses and costs of any such actions shall be expenses
and costs of the Trust and the Sponsor shall be entitled to be reimbursed
therefor by the Trust.

          (e) If an action, proceeding (including, but not limited to, any
governmental investigation), claim or dispute (each, a "Proceeding") in respect
of which


                                       39



indemnity may be sought by either party is brought or asserted against the other
party, the party seeking indemnification (the "Indemnitee") shall promptly (and
in no event more than seven (7) days after receipt of notice of such Proceeding)
notify the party obligated to provide such indemnification (the "Indemnitor") of
such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall
not impair the Indemnitee's ability to seek indemnification from the Indemnitor
(but only for costs, expenses and liabilities incurred after such notice) unless
such failure adversely affects the Indemnitor's ability to adequately oppose or
defend such Proceeding. Upon receipt of such notice from the Indemnitee, the
Indemnitor shall be entitled to participate in such Proceeding and, to the
extent that it shall so desire and provided no conflict of interest exists as
specified in clause (i) below and there are no other defenses available to
Indemnitee as specified in clause (iii) below, to assume the defense thereof
with counsel reasonably satisfactory to the Indemnitee (in which case all
attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor
shall in good faith defend the Indemnitee). The Indemnitee shall have the right
to employ separate counsel in any such Proceeding and to participate in the
defense thereof, but, in such case, no fees and expenses of such counsel shall
be borne by the Indemnitor unless such fees and expenses are otherwise required
to be indemnified under Section 7.1(a), Section 7.1(b) or Section 7.1(d), as
applicable, and (i) there is such a conflict of interest between the Indemnitor
and the Indemnitee as would preclude, in compliance with the ethical rules in
effect in the jurisdiction in which the Proceeding was brought, one lawyer from
representing both parties simultaneously, (ii) the Indemnitor fails, within the
earlier of (x) twenty (20) days following receipt of notice of the Proceeding
from the Indemnitee or (y) seven (7) days prior to the date the first response
or appearance is required to be made in such Proceeding, to assume the defense
of such Proceeding with counsel reasonably satisfactory to the Indemnitee or
(iii) there are legal defenses available to Indemnitee that are different from
or are in addition to those available to the Indemnitor. No compromise or
settlement of such Proceeding may be effected by either party without the other
party's consent unless (m) there is no finding or admission of any violation of
law and no effect on any other claims that may be made


                                       40



against such other party and (n) the sole relief provided is monetary damages
that are paid in full by the party seeking the settlement. Neither party shall
have any liability with respect to any compromise or settlement effected without
its consent, which shall not be unreasonably withheld. The Indemnitor shall have
no obligation to indemnify and hold harmless the Indemnitee from any loss,
expense or liability incurred by the Indemnitee as a result of a default
judgment entered against the Indemnitee unless such judgment was entered after
the Indemnitor agreed, in writing, to assume the defense of such Proceeding.


                                       41



                                   ARTICLE 8

                            AMENDMENT AND TERMINATION

          Section 8.1 Amendment.

          The Trustee and the Sponsor may amend any provisions of this Agreement
(but only the procedural or logistical provisions contained in Sections 2.6,
2.7, 2.10, 4.2-4.7, this Section 8.1 and Section 8.2 and not the core economic
rights in such sections) without the consent of any Registered Owner. Any
amendment that imposes or increases any fees or charges (other than taxes and
other governmental charges, registration fees or other such expenses), or that
otherwise prejudices any substantial existing right of the Registered Owners
will not become effective as to outstanding Shares until 30 days after notice of
such amendment is given to the Registered Owners. Every Registered Owner and
Beneficial Owner, at the time any amendment so becomes effective, shall be
deemed, by continuing to hold any Shares or an interest therein, to consent and
agree to such amendment and to be bound by this Agreement as amended thereby. In
no event shall any amendment impair the right of the Registered Owner of Shares
to Surrender Baskets of Shares and receive therefor the amount of Trust Property
represented thereby, except in order to comply with mandatory provisions of
applicable law.

          Section 8.2 Termination.

          (a) The Trustee shall set a date on which this Agreement will
terminate and mail notice of that termination to the Registered Owners at least
30 days prior to the date set for termination if either of the following occurs:

               (i) the Sponsor has given notice of resignation or is unable to
perform its duties or becomes bankrupt or insolvent and the Trustee will not
appoint a successor sponsor or agree to act as Sponsor; or

               (ii) Registered Owners holding at least 75% of the outstanding
Shares notify the Trustee that they elect to terminate the Trust.


                                       42



          (b) The Trustee shall set a date on which this Agreement will
terminate and mail notice of that termination to the Registered Owners at least
30 days prior to the date set for termination if any of the following occurs and
the Sponsor has notified the Trustee that it elects to terminate the Trust:

               (i) The Trustee is notified that the Shares are delisted from a
national securities exchange and are not approved for listing on another
national securities exchange within five New York Business Days of their
delisting;

               (ii) the Commission determines that the Trust is an investment
company under the Investment Company Act of 1940, as amended;

               (iii) the NAV of the Trust remains less than $100 million for 30
consecutive New York Business Days at any time after the first 90 days of the
Shares being traded on the Exchange;

               (iv) the Depository resigns or is removed;

               (v) all of the Trust's assets are sold;

               (vi) the aggregate market capitalization of the Trust, based on
the closing price for the Shares remains less than $300 million for five
consecutive trading days;

               (vii) DTC is unwilling or unable to perform its functions under
this Agreement; or

               (viii) the Trust fails to qualify for treatment, or ceases to be
treated, for as a grantor trust under the Code.

          (c) The Trustee may set a date on which this Agreement will terminate
and mail notice of that termination to the Registered Owners at least 30 days
prior to the date set for termination if 60 days have elapsed since the Trustee
gave the Sponsor notice


                                       43



of its election to resign and no successor trustee appointed by the Sponsor has
accepted appointment as Trustee.

          (d) If not terminated sooner, this Agreement shall terminate forty
years from the date of this Agreement, and the Trustee shall mail a notice of
that termination to the Registered Owners and the Sponsor at least 30 days
before the termination date.

          (e) On and after the date of termination of this Agreement, the
Registered Owner of Shares will, upon (i) Surrender of those Shares, (ii)
payment of the fee of the Trustee for the Surrender of Shares provided in
Section 6.6, and (iii) payment of any applicable taxes or other governmental
charges, be entitled to Delivery, to the Registered Owner or upon the Registered
Owner's order, of the amount of Trust Property represented by those Shares. The
Trustee shall not accept any deposits of Euro after the date of termination of
this Agreement. If any Shares remain outstanding after the date of termination
of this Agreement, the Trustee thereafter shall discontinue the registration of
transfers of Shares, shall not make any distributions to Registered Owners, and
shall not give any further notices or perform any further acts under this
Agreement, except that the Trustee shall continue to collect distributions
pertaining to Trust Property and hold the same uninvested and without liability
for interest, pay the Trust's expenses and sell Euro as necessary to meet those
expenses and shall continue to deliver Trust Property, together with any
distributions received with respect thereto and the net proceeds of the sale of
any other property, in exchange for Shares Surrendered to the Trustee (after
deducting or upon payment of, in each case, the fee of the Trustee set forth in
5.7 for the Surrender of Shares, any expenses for the account of the Registered
Owner of such Shares in accordance with the terms and conditions of this
Agreement, and any applicable taxes or other governmental charges). At any time
after the expiration of 90 days following the date of termination of this
Agreement, the Trustee may sell the Trust Property then held under this
Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it under this Agreement, unsegregated
and without liability for interest, for the pro rata benefit of the Registered
Owners of Shares


                                       44



that have not theretofore been Surrendered, such Registered Owners thereupon
becoming general creditors of the Trustee with respect to such net proceeds.
After making such sale, the Trustee shall be discharged from all obligations
under this Agreement, except to account for such net proceeds and other cash
(after deducting, in each case, any fees, expenses, taxes or other governmental
charges payable by the Trust, the fee of the Trustee for the Surrender of Shares
and any expenses for the account of the Registered Owner of such Shares in
accordance with the terms and conditions of this Agreement, and any applicable
taxes or other governmental charges). Upon the termination of this Agreement,
the Sponsor shall be discharged from all obligations under this Agreement except
for its obligations to the Trustee under Section 6.6 and Section 7.1, each of
which shall survive termination of this Agreement. Section 5.6 and this Section
8.1(e) shall also survive termination of this Agreement.

                                   ARTICLE 9

                                  MISCELLANEOUS

          Section 9.1 Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of such counterparts shall constitute
one and the same instrument. Copies of this Agreement shall be filed with the
Trustee and shall be open to inspection by any Registered Owner during the
Trustee's business hours.

          Section 9.2 Third-Party Beneficiaries.

          This Agreement is for the exclusive benefit of the parties hereto, and
shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.

          Section 9.3 Severability.

          In case any one or more of the provisions contained in this Agreement
should be or become invalid, illegal or unenforceable in any respect, the
validity, legality


                                       45



and enforceability of the remaining provisions of this Agreement shall in no way
be affected, prejudiced or disturbed thereby.

          Section 9.4 Registered Owners, Beneficial Owners and Depositors as
Parties; Binding Effect.

          The Registered Owners, Beneficial Owners and Depositors from time to
time shall be parties to this Agreement and shall be bound by all of the terms
and conditions hereof by their acceptance of Shares or any interest therein or
by their depositing Euro, as the case may be.

          Section 9.5 Notices.

          (a) All notices given under this Agreement must be in writing.

          (b) Any and all notices to be given to the Trustee or the Sponsor
shall be deemed to have been duly given (i) when it is actually delivered by a
messenger or recognized courier service, (ii) five days after it is mailed by
registered or certified mail, postage paid or (iii) when receipt of a facsimile
transmission is acknowledged via a return receipt or receipt confirmation as
requested by the original transmission, in each case to or at the address set
forth below:

          To the Trustee:

          The Bank of New York
          101 Barclay Street, 22-W
          New York, New York 10286
          Attention: ADR Administration
          Facsimile: 212-571-3050

or any other place to which the Trustee may have transferred its Corporate Trust
Office with notice to the Sponsor.


                                       46



          To the Sponsor:

          Rydex Specialized Products LLC
          c/o Rydex Investments
          9601 Blackwell Road, Suite 500
          Rockville, Maryland 20850
          Attention: Carl G. Verboncoeur, President
          Facsimile: ____________________

or any other place to which the Sponsor may have transferred its principal
office with notice to the Trustee.

          (c) Any and all notices to be given to a Registered Owner shall be
deemed to have been duly given (i) when actually delivered by messenger or a
recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent
by facsimile transmission confirmed by letter, in each case at or to the address
of such Registered Owner as it appears on the transfer books of the Trustee, or,
if such Registered Owner shall have filed with the Trustee a written request
that any notice or communication intended for such Registered Owner be delivered
to some other address, at the address designated in such request.

          Section 9.6 Agent for Service; Submission to Jurisdiction.

          The Sponsor hereby (i) irrevocably designates and appoints CT Corp.,
in the State of New York, as the Sponsor's authorized agent upon which process
may be served in any suit or proceeding arising out of or relating to the
Shares, the Trust Property or this Agreement, (ii) consents and submits to the
jurisdiction of any state or federal court in The City of New York, State of New
York, in which any such suit or proceeding may be instituted, and (iii) agrees
that service of process upon said authorized agent shall be deemed in every
respect effective service of process upon the Sponsor in any such suit or
proceeding. The Sponsor agrees to deliver, upon the execution and delivery of
this Agreement, a written acceptance by such agent of its appointment as such
agent. The Sponsor further agrees to take any and all action, including the
filing of any and all such


                                       47



documents and instruments, as may be necessary to continue such designation and
appointment in full force and effect for so long as any Shares remain
outstanding or this Agreement remains in force. In the event the Sponsor fails
to continue such designation and appointment in full force and effect, the
Sponsor hereby waives personal service of process upon it and consents that any
such service of process may be made by certified or registered mail, return
receipt requested, directed to the Sponsor at its address last specified for
notices hereunder, and service so made shall be deemed completed five (5) days
after the same shall have been so mailed.

          Section 9.7 Governing Law.

          This Agreement shall be interpreted under, and all rights and duties
under this Agreement shall be governed by, the laws of the State of New York.


                                       48



          IN WITNESS WHEREOF, RYDEX SPECIALIZED PRODUCTS LLC and THE BANK OF NEW
YORK have duly executed this Agreement as of the day and year first set forth
above.

                                        RYDEX SPECIALIZED PRODUCTS LLC,
                                           as Sponsor


                                        By:
                                            ------------------------------------
                                            Name: Carl G. Verboncoeur
                                            Title: Chief Executive Officer and
                                                   Treasurer


                                        THE BANK OF NEW YORK,
                                           as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       49



                                    EXHIBIT A

                        Form of Deposit Account Agreement


                                        1



                                    EXHIBIT B

                               Form of Certificate

THE SHARES EVIDENCED HEREBY REPRESENT RIGHTS WITH RESPECT TO UNDERLYING TRUST
PROPERTY (AS DEFINED IN THE TRUST AGREEMENT REFERRED TO HEREIN) HELD BY THE
TRUST AND DO NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND ARE NOT
GUARANTEED BY THE SPONSOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE SHARES NOR THE UNDERLYING TRUST PROPERTY ARE INSURED UNDER ANY
AGREEMENT THAT DIRECTLY BENEFITS THE TRUST OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE AGENT
AUTHORIZED BY THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                        2



                              EURO CURRENCY SHARES
                                    ISSUED BY
                               EURO CURRENCY TRUST
                                  REPRESENTING
       FRACTIONAL INTERESTS IN DEPOSITED EURO AND ANY OTHER TRUST PROPERTY

                        THE BANK OF NEW YORK, as Trustee

No.____                                                                 * Shares

                                                             CUSIP: ____________

     THE BANK OF NEW YORK, as Trustee (hereinafter called the Trustee), hereby
certifies that CEDE & CO., as nominee of the Depository Trust Company, or
registered assigns, IS THE OWNER OF * Shares issued by Euro Currency Trust, each
representing a fractional undivided interest in the net assets of the Trust, as
provided in the Agreement referred to below. At the time of delivery of the
Agreement, each 50,000 Shares represented an interest in 5,000,000 Euro that are
deposited under the Agreement and held by the Depository referred to in the
Agreement. The amount of Euro in which each 50,000 Shares represents an interest
may change from time to time as provided in the Agreement. The Trustee's
Corporate Trust Office is located at a different address than its principal
executive office. Its Corporate Trust Office is located at 101 Barclay Street,
New York, New York 10286, and its principal executive office is located at One
Wall Street, New York, New York 10286.

     This Certificate is issued upon the terms and conditions set forth in the
Trust Agreement dated as of _________, 2005 (the "Agreement") among Rydex
Specialized Products LLC d/b/a "Rydex Investments" (herein called the Sponsor),
the Trustee, all Registered Owners and Beneficial Owners from time to time of
Shares issued thereunder and all Depositors. By becoming a Registered Owner or
Beneficial Owner, or by depositing Euro, a Person becomes a party to the
Agreement and is bound by all the terms and conditions of the Agreement. The
Agreement sets forth the rights of Depositors and Registered Owners and the
rights and duties of the Trustee and the Sponsor. Copies of the Agreement are on
file at the Trustee's Corporate Trust Office in New York City.

----------
*    That number of Shares held at The Depository Trust Company at any given
     point in time.


                                        3



     The Agreement is hereby incorporated by reference into and made a part of
this Certificate as if set forth in full in this place. Capitalized terms not
defined herein shall have the meanings set forth in the Agreement.

     This Certificate shall not be entitled to any benefits under the Agreement
or be valid or obligatory for any purpose unless it is executed by the Trustee
by the manual or facsimile signature of a duly authorized signatory of the
Trustee and, if a Registrar (other than the Trustee) for the Shares shall have
been appointed, countersigned by the manual signature of a duly authorized
officer of the Registrar.



Dated: ______________                   THE BANK OF NEW YORK,
                                           as Trustee


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                 THE TRUSTEE'S CORPORATE TRUST OFFICE ADDRESS IS
                  101 BARCLAY STREET, NEW YORK, NEW YORK 10286


                                        4



                                                                     EXHIBIT 4.2

                               EURO CURRENCY TRUST

                          FORM OF PARTICIPANT AGREEMENT

This Participant Agreement (this "Agreement"), dated as of ________, is entered
into by and between __________ (with respect to this Agreement, the "Authorized
Participant", and with respect to the Trust Agreement referred to below, an
"Authorized Participant"), The Bank of New York, not in its individual capacity
but solely as trustee (the "Trustee") of the Euro Currency Trust (the "Trust"),
and Currency Group LLC, as sponsor (the "Sponsor") of the Trust.

                                     SUMMARY

The Trustee serves as the trustee of the Trust pursuant to the Depositary Trust
Agreement dated as of __________, 2005, among the Sponsor, the Trustee, the
registered owners and beneficial owners from time to time of Euro Currency
Shares issued thereunder and all depositors (the "Trust Agreement"). As provided
in the Trust Agreement and described in the Prospectus (defined below), units of
fractional undivided beneficial interests in and ownership of the Trust (the
"Shares") may be created or redeemed by the Trustee for an Authorized
Participant in aggregations of fifty thousand (50,000) Shares (each aggregation,
a "Basket"). Baskets are offered only pursuant to the registration statement of
the Trust on Form S-1, as amended (Registration No: 333-125581), as declared
effective by the Securities and Exchange Commission ("SEC") and as the same may
be amended from time to time thereafter (collectively, the "Registration
Statement") together with the prospectus of the Trust (the "Prospectus")
included therein. Under the Trust Agreement, the Trustee is authorized to issue
Baskets to, and redeem Baskets from, Authorized Participants under the Trust
Agreement, only through the facilities of The Depository Trust Company ("DTC")
or a successor depository, and only in exchange for an amount of euro that is
transferred between such Authorized Participant and the Trust. Under the Trust
Agreement, the Trustee issues Baskets in exchange for euro which are transferred
by an Authorized Participant to the London Branch of JP Morgan Chase Bank, N.A.
(the "Depository"), and when the Trustee redeems Baskets tendered for redemption
by an Authorized Participant in exchange for euro, the euro held in the Trust
Account are transferred to the Authorized Participant by the Depository. The
foregoing euro transfers are also governed by the Deposit Account Agreement the
Trust has entered into with the Depository (the "Deposit Account Agreement").
This Agreement sets forth the specific procedures by which an Authorized
Participant may create or redeem Baskets.

Because new Shares can be created and issued on an ongoing basis, at any point
during the life of the Trust, a "distribution," as such term is used in the
Securities Act of 1933, as amended ("1933 Act"), may be occurring. The
Authorized Participant is cautioned that some of its activities may result in
its being deemed a participant in a distribution in a manner that would render
it a statutory underwriter and subject it to the prospectus-delivery and
liability provisions of the 1933 Act. The Authorized Participant should review
the "Plan of Distribution" portion of the Prospectus and consult with its own
counsel in connection with entering into this Agreement and placing an Order
(defined below).

Capitalized terms used but not defined in this Agreement shall have the meanings
assigned to such terms in the Trust Agreement. To the extent there is a conflict
between any provision of this Agreement and the provisions of the Trust
Agreement, the provisions of the Trust Agreement shall control.

To give effect to the foregoing premises and in consideration of the mutual
covenants and agreements set forth below, the parties hereto agree as follows:

SECTION 1. ORDER PLACEMENT. To place orders for the Trustee to create or redeem
one or more Baskets, Authorized Participants must follow the procedures for
creation and redemption referred to in Section 3 of this Agreement and the
procedures described in Attachment A hereto (the "Procedures"), as each may be
amended, modified or supplemented from time to time.




SECTION 2. STATUS OF AUTHORIZED PARTICIPANT. The Authorized Participant
represents and warrants and covenants the following:

           (a) The Authorized Participant is a participant of DTC (as such a
           participant, a "DTC Participant"). If the Authorized Participant
           ceases to be a DTC Participant, the Authorized Participant shall give
           immediate notice to the Trustee of such event, and this Agreement
           shall terminate immediately as of the date the Authorized Participant
           ceased to be a DTC Participant.

           (b) Unless Section 2(c) applies, the Authorized Participant either
           (i) is registered as a broker-dealer under the Securities Exchange
           Act of 1934, as amended ("1934 Act"), and is a member in good
           standing of the National Association of Securities Dealers, Inc. (the
           "NASD"), or (ii) is exempt from being, or otherwise is not required
           to be, licensed as a broker-dealer or a member of the NASD, and in
           either case is qualified to act as a broker or dealer in the states
           or other jurisdictions where the nature of its business so requires.
           The Authorized Participant will maintain any such registrations,
           qualifications and membership in good standing and in full force and
           effect throughout the term of this Agreement. The Authorized
           Participant will comply with all applicable federal laws, the laws of
           the states or other jurisdictions concerned, and the rules and
           regulations promulgated thereunder, and with the Constitution,
           By-Laws and Conduct Rules of the NASD (if it is a NASD member), and
           will not offer or sell Shares in any state or jurisdiction where they
           may not lawfully be offered and/or sold.

           (c) If the Authorized Participant is offering or selling Shares in
           jurisdictions outside the several states, territories and possessions
           of the United States and is not otherwise required to be registered,
           qualified or a member of the NASD as set forth in Section 2(b) above,
           the Authorized Participant will (i) observe the applicable laws of
           the jurisdiction in which such offer and/or sale is made, (ii) comply
           with the prospectus delivery and other requirements of the 1933 Act,
           and the regulations promulgated thereunder, and (iii) conduct its
           business in accordance with the NASD Conduct Rules.

           (d) The Authorized Participant is in compliance with the money
           laundering and related provisions of the Uniting and Strengthening
           America by Providing Appropriate Tools Required to Intercept and
           Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and the regulations
           promulgated thereunder, if the Authorized Participant is subject to
           the requirements of the USA PATRIOT ACT.

            (e) The Authorized Participant has the capability to send and
           receive communications via authenticated telecommunication facility
           to and from the Trustee and the Depository. The Authorized
           Participant shall confirm such capability to the satisfaction of the
           Trustee and the Depository by the end of the Business Day before
           placing its first order with the Trustee (whether such order is to
           create or to redeem Baskets). If required by the Depository with
           respect to authorized telecommunications by telephonic facsimile, the
           Authorized Participant shall enter into a separate agreement with the
           Depository, as the case may be, indemnifying such party with respect
           to its communications by telephonic facsimile, substantially in the
           form attached as Exhibit D, as the same may be amended from time to
           time.

SECTION 3. ORDERS.

            (a) All orders to create or redeem Baskets shall be made in
            accordance with the terms of the Trust Agreement, the Deposit
            Account Agreement, this Agreement and the Procedures. Each party
            will comply with such foregoing terms and procedures to the extent
            applicable to it. The Authorized Participant hereby consents to the
            use of recorded telephone lines whether or not such use is reflected
            in the Procedures. The Trustee and Sponsor may issue additional or
            other procedures from time to time relating to the manner of
            creating or redeeming Baskets which are not related to the
            Procedures, and the Authorized Participant will comply with such
            procedures.

                                       2


            (b) The Authorized Participant acknowledges and agrees that each
            order to create a Basket (a "Purchase Order") and each order to
            redeem a Basket (a "Redemption Order", and each Purchase Order and
            Redemption Order, an "Order") may not be revoked by the Authorized
            Participant upon its delivery to the Trustee. A form of Purchase
            Order is attached hereto as Exhibit B and a form of Redemption Order
            is attached hereto as Exhibit C.

            (c) The delivery of the Shares against deposits of euro may be
            suspended generally, or refused with respect to particular requested
            deliveries, during any period when the transfer books of the Trustee
            are closed or if any such action is deemed necessary or advisable by
            the Trustee or the Sponsor for any reason at any time or from time
            to time. Except as otherwise provided in the Trust Agreement, the
            surrender of Shares for purposes of withdrawing euro may not be
            suspended.

SECTION 4. EURO TRANSFERS. Any euro to be transferred in connection with any
Order shall be transferred between the Participant's account and the Deposit
Account in accordance with the Procedures. The Authorized Participant shall be
responsible for all costs and expenses relating to or connected with any
transfer of euro between its account and the Deposit Account.


SECTION 5. FEES. In connection with each Order by an Authorized Participant to
create or redeem one or more Baskets, the Trustee shall charge, and the
Authorized Participant shall pay to the Trustee, the transaction fee prescribed
in the Trust Agreement applicable to such creation or redemption. The initial
transaction fee shall be five hundred dollars ($500). The transaction fee may be
waived or otherwise adjusted from time to time as set forth in the Prospectus.

SECTION 6. AUTHORIZED PERSONS. Concurrently with the execution of this Agreement
and from time to time thereafter, the Authorized Participant shall deliver to
the Trustee notarized and duly certified as appropriate by its secretary or
other duly authorized official, a certificate in the form of Exhibit A setting
forth the names and signatures of all persons authorized to give instructions
relating to activity contemplated hereby or by any other notice, request or
instruction given on behalf of the Authorized Participant (each, an "Authorized
Person"). The Trustee may accept and rely upon such certificate as conclusive
evidence of the facts set forth therein and shall consider such certificate to
be in full force and effect until the Trustee receives a superseding certificate
bearing a subsequent date. Upon the termination or revocation of authority of
any Authorized Person by the Authorized Participant, the Authorized Participant
shall give immediate written notice of such fact to the Trustee and such notice
shall be effective upon receipt by the Trustee. The Trustee shall issue to each
Authorized Person a unique personal identification number (the "PIN Number") by
which such Authorized Person shall be identified and by which instructions
issued by the Authorized Participant hereunder shall be authenticated. The PIN
Number shall be kept confidential by the Authorized Participant and shall only
be provided to the Authorized Person. If, after issuance, the Authorized
Person's PIN Number is changed, the new PIN Number shall become effective on a
date mutually agreed upon by the Authorized Participant and the Trustee.

SECTION 7. REDEMPTION. The Authorized Participant represents and warrants that
it will not obtain an Order Number (as described in the Procedures) from the
Trustee for the purpose of redeeming a Basket unless it first ascertains that
(i) it owns outright or has full legal authority and legal and beneficial right
to tender for redemption the Baskets to be redeemed and to receive the entire
proceeds of the redemption, and (ii) such Baskets have not been loaned or
pledged to another party and are not the subject of a repurchase agreement,
securities lending agreement or any other arrangement which would preclude the
delivery of such Baskets to the Trustee on the third Business Day following the
Redemption Order Date.

SECTION 8. ROLE OF AUTHORIZED PARTICIPANT.

         (a) The Authorized Participant acknowledges that, for all purposes of
         this Agreement and the Trust Agreement, the Authorized Participant is
         and shall be deemed to be an independent



                                       3


         contractor and has and shall have no authority to act as agent for the
         Trust, the Sponsor, the Trustee or the Depository, in any matter or in
         any respect.

         (b) The Authorized Participant will make itself and its employees
         available, upon request, during normal business hours to consult with
         the Trustee, the Depository or their designees concerning the
         performance of the Authorized Participant's responsibilities under this
         Agreement.

         (c) The Authorized Participant will maintain records of all sales of
         Shares made by or through it and will furnish copies of such records to
         the Sponsor upon the reasonable request of the Sponsor.

SECTION 9. INDEMNIFICATION.

         (a) The Authorized Participant hereby indemnifies and holds harmless
         the Trustee, the Depository, the Trust, the Sponsor, their respective
         direct or indirect affiliates (as defined below) and their respective
         directors, officers, employees and agents (each, an "AP Indemnified
         Party") from and against any losses, liabilities, damages, costs and
         expenses (including attorney's fees and the reasonable cost of
         investigation) incurred by such AP Indemnified Party as a result of or
         in connection with: (i) any breach by the Authorized Participant of any
         provisions of this Agreement, including its representations, warranties
         and covenants; (ii) any failure on the part of the Authorized
         Participant to perform any of its obligations set forth in this
         Agreement; (iii) any failure by the Authorized Participant to comply
         with applicable laws and the rules and regulations of any governmental
         entity or any self-regulatory organization; (iv) any actions of such AP
         Indemnified Party in reliance upon any instructions issued in
         accordance with the Procedures believed by the AP Indemnified Party to
         be genuine and to have been given by the Authorized Participant; or (v)
         (A) any representation by the Authorized Participant, its employees or
         its agents or other representatives about the Shares, any AP
         Indemnified Party or the Trust that is not consistent with the Trust's
         then-current Prospectus made in connection with the offer or the
         solicitation of an offer to buy or sell Shares and (B) any untrue
         statement or alleged untrue statement of a material fact contained in
         any research reports, marketing material and sales literature described
         in Section 13(b) or any alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading to the extent that such statement or omission
         relates to the Shares, any AP Indemnified Party or the Trust, unless,
         in either case, such representation, statement or omission was made or
         included by the Authorized Participant at the written direction of the
         Sponsor or is based upon any omission or alleged omission by the
         Sponsor to state a material fact in connection with such
         representation, statement or omission necessary to make such
         representation, statement or omission not misleading.

         (b) The Sponsor hereby agrees to indemnify and hold harmless the
         Authorized Participant, its respective subsidiaries, affiliates,
         directors, officers, employees and agents, and each person, if any, who
         controls such persons within the meaning of Section 15 of the 1933 Act
         (each, a "Sponsor Indemnified Party") from and against any losses,
         liabilities, damages, costs and expenses (including attorneys' fees and
         the reasonable cost of investigation) incurred by such Sponsor
         Indemnified Party as a result of (i) any breach by the Sponsor of any
         provision of this Agreement that relates to the Sponsor; (ii) any
         failure on the part of the Sponsor to perform any obligation of the
         Sponsor set forth in this Agreement; (iii) any failure by the Sponsor
         to comply with applicable laws; or (iv) any untrue statement or alleged
         untrue statement of a material fact contained in the registration
         statement of the Trust as originally filed with the SEC or in any
         amendment thereof, or in any prospectus, or in any amendment thereof or
         supplement thereto, or arising out of or based


                                       4


         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, except those statements in the Registration
         Statement or the Prospectus based on information furnished in writing
         by or on behalf of the Authorized Participant expressly for use in the
         Registration Statement or the Prospectus.

         (c) This Section 9 shall not apply to the extent any such losses,
         liabilities, damages, costs and expenses are incurred as a result or in
         connection with any gross negligence, bad faith or willful misconduct
         on the part of the AP Indemnified Party or the Sponsor Indemnified
         Party, as the case may be. The term "affiliate" in this Section 9 shall
         include, with respect to any person, entity or organization, any other
         person, entity or organization which directly, or indirectly through
         one or more intermediaries, controls, is controlled by or is under
         common control with such person, entity or organization.

         (d) If the indemnification provided for in this Section 9 is
         unavailable to an indemnified party under Sections 9(a) or 9(b) or
         insufficient to hold an indemnified party harmless in respect of any
         losses, liabilities, damages, costs and expenses referred to therein,
         then each applicable indemnifying party shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         liabilities, damages, costs and expenses (i) in such proportion as is
         appropriate to reflect the relative benefits received by the Sponsor
         and the Trust, on the one hand, and by the Authorized Participant, on
         the other hand, from the services provided hereunder or (ii) if the
         allocation provided by clause (i) above is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) above but also the relative
         fault of the Sponsor and the Trust, on the one hand, and of the
         Authorized Participant, on the other hand, in connection with, to the
         extent applicable, the statements or omissions which resulted in such
         losses, liabilities, damages, costs and expenses, as well as any other
         relevant equitable considerations. The relative benefits received by
         the Sponsor and the Trust, on the one hand, and the Authorized
         Participant, on the other hand, shall be deemed to be in the same
         respective proportions as the amount of euro transferred to the Trust
         under this Agreement on the one hand (expressed in dollars) bears to
         the amount of economic benefit received by the Authorized Participant
         in connection with this Agreement on the other hand. To the extent
         applicable, the relative fault of the Sponsor on the one hand and of
         the Authorized Participant on the other shall be determined by
         reference to, among other things, whether the untrue statement or
         alleged untrue statement of a material fact or omission or alleged
         omission relates to information supplied by the Sponsor or by the
         Authorized Participant and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid or payable by a party as a
         result of the losses, liabilities, damages, costs and expenses referred
         to in this Section 9(d) shall be deemed to include any legal or other
         fees or expenses reasonably incurred by such party in connection with
         investigating, preparing to defend or defending any action, suit or
         proceeding (each a "Proceeding") related to such losses, liabilities,
         damages, costs and expenses.

         (e) The Sponsor and the Authorized Participant agree that it would not
         be just and equitable if contribution pursuant to this Section 9 were
         determined by pro rata allocation or by any other method of allocation
         that does not take account of the equitable considerations referred to
         in Section 9(d) above. The Authorized Participant shall not be required
         to contribute any amount in excess of the amount by which the total
         price at which the Shares created by the Authorized Participant and
         distributed to the public exceeds the amount of any damage which the
         Authorized Participant has otherwise been required to pay by reason of
         such untrue statement or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 10(f) of the 1933 Act) shall be entitled
         to contribution from any person who was not guilty of such fraudulent
         misrepresentation.

         (f) The indemnity and contribution agreements contained in this Section
         9 shall remain in full force and effect regardless of any investigation
         made by or on behalf of the Authorized Participant, its partners,
         stockholders, members, directors, officers, employees and or any person
         (including each partner, stockholder, member, director, officer or
         employee of such person) who


                                       5


         controls the Authorized Participant within the meaning of Section 15
         of the 1933 Act or Section 20 of the 1934 Act, or by or on behalf of
         the Sponsor, its partners, stockholders, members, directors, officers,
         employees or any person who controls the Sponsor within the meaning of
         Section 15 of the 1933 Act or Section 20 of the 1934 Act, and shall
         survive any termination of this Agreement. The Sponsor and the
         Authorized Participant agree promptly to notify each other of the
         commencement of any Proceeding against it and, in the case of the
         Sponsor, against any of the Sponsor's officers or directors, in
         connection with the issuance and sale of the Shares or in connection
         with the Registration Statement or the Prospectus.

SECTION 10. LIABILITY.

         (a) Limitation of Liability. None of the Sponsor, the Trustee, the
         Authorized Participant, and the Depository shall be liable to each
         other or to any other person, including any party claiming by, through
         or on behalf of the Authorized Participant, for any losses,
         liabilities, damages, costs or expenses arising out of any mistake or
         error in data or other information provided to any of them by each
         other or any other person or out of any interruption or delay in the
         electronic means of communications used by them.

         (b) Tax Liability. The Authorized Participant shall be responsible for
         the payment of any transfer tax, sales or use tax, stamp tax, recording
         tax, value added tax and any other similar tax or government charge
         applicable to the creation or redemption of any Basket made pursuant to
         this Agreement, regardless of whether or not such tax or charge is
         imposed directly on the Authorized Participant. To the extent the
         Trustee, the Sponsor or the Trust is required by law to pay any such
         tax or charge, the Authorized Participant agrees to promptly indemnify
         such party for any such payment, together with any applicable
         penalties, additions to tax or interest thereon.

SECTION 11. ACKNOWLEDGMENT. The Authorized Participant acknowledges receipt of a
(i) copy of the Trust Agreement and (ii) the current Prospectus of the Trust,
and represents that it has reviewed and understands such documents.

SECTION 12. EFFECTIVENESS AND TERMINATION. Upon the execution of this Agreement
by the parties hereto, this Agreement shall become effective in this form as of
the date first set forth above, and may be terminated at any time by any party
upon thirty (30) days prior written notice to the other parties unless earlier
terminated: (i) in accordance with Section 2(a); (ii) upon notice to the
Authorized Participant by the Trustee in the event of a breach by the Authorized
Participant of this Agreement or the procedures described or incorporated
herein; (iii) immediately in the circumstances described in Section 18(j); or
(iv) at such time as the Trust is terminated pursuant to the Trust Agreement.

SECTION 13. MARKETING MATERIALS; REPRESENTATIONS REGARDING SHARES;
IDENTIFICATION IN REGISTRATION STATEMENT.

         (a) The Authorized Participant represents, warrants and covenants that
         (i), without the written consent of the Sponsor, the Authorized
         Participant will not make, or permit any of its representatives to
         make, any representations concerning the Shares or any AP Indemnified
         Party other than representations contained (A) in the then-current
         Prospectus of the Trust, (B) in printed information approved by the
         Sponsor as information supplemental to such Prospectus or (C) in any
         promotional materials or sales literature furnished to the Authorized
         Participant by the Sponsor, and (ii) the Authorized Participant will
         not furnish or cause to be furnished to any person or display or
         publish any information or material relating to the Shares, any AP
         Indemnified Person or the Trust that are not consistent with the
         Trust's then current Prospectus. Copies of the then current Prospectus
         of the Trust and any such printed supplemental information will be
         supplied by the Sponsor to the Authorized Participant in reasonable
         quantities upon request.

         (b) Notwithstanding the foregoing, the Authorized Participant may
         without the written approval of the Sponsor prepare and circulate in
         the regular course of its business research reports, marketing material
         and sales literature that includes information, opinions or
         recommendations relating to the


                                       6


         Shares (i) for public dissemination, provided that such research
         reports, marketing material or sales literature compare the relative
         merits and benefits of Shares with other products; and (ii) for
         internal use by the Authorized Participant. The Authorized Participant
         will file all such research reports, marketing material and sales
         literature related to the Shares with the NASD to the extent required
         by the NASD Conduct Rules.

         (c) The Authorized Participant and its affiliates may prepare and
         circulate in the regular course of their businesses, without having to
         refer to the Shares or the Trust's then-current Prospectus, data and
         information relating to the price of euro.

         (d) The Authorized Participant hereby agrees that for the term of this
         Agreement the Sponsor may deliver the then-current Prospectus, and any
         supplements or amendments thereto or recirculation thereof, to the
         Authorized Participant in Portable Document Format ("PDF") via
         electronic mail in lieu of delivering the Prospectus in paper form. The
         Authorized Participant may revoke the foregoing agreement at any time
         by delivering written notice to the Sponsor and, whether or not such
         agreement is in effect, the Authorized Participant may, at any time,
         request reasonable quantities of the Prospectus, and any supplements or
         amendments thereto or recirculation thereof, in paper form from the
         Sponsor. The Authorized Participant acknowledges that it has the
         capability to access, view, save and print material provided to it in
         PDF and that it will incur no appreciable extra costs by receiving the
         Prospectus in PDF instead of in paper form. The Sponsor will when
         requested by the Authorized Participant make available at no cost the
         software and technical assistance necessary to allow the Authorized
         Participant to access, view and print the PDF version of the
         Prospectus.

         (e) For as long as this Agreement is effective, the Authorized
         Participant agrees to be identified as an authorized participant of the
         Trust (i) in the section of the Prospectus included within the
         Registration Statement entitled "Creation and Redemption of Shares" and
         in any other section as may be required by the SEC and (ii) on the
         Trust's website. Upon the termination of this Agreement, (i) during the
         period prior to when the Sponsor qualifies and elects to file on Form
         S-3, the Sponsor will remove such identification from the Prospectus in
         the amendment of the Registration Statement next occurring after the
         date of the termination of this Agreement and, during the period after
         when the Sponsor qualifies and elects to file on Form S-3, the Sponsor
         will promptly file a current report on Form 8-K indicating the
         withdrawal of the Authorized Participant as an authorized participant
         of the Trust and (ii) the Sponsor will promptly update the Trust's
         website to remove any identification of the Authorized Participant as
         an authorized participant of the Trust.

SECTION 14. TITLE TO EURO. The Authorized Participant represents and warrants
that upon delivery of a Creation Basket Deposit to the Trustee in accordance
with the terms of the Trust Agreement and this Agreement, the Trust will acquire
good and unencumbered title to the euro which are the subject of such Creation
Basket Deposit, free and clear of all pledges, security interests, liens,
charges, taxes, assessments, encumbrances, equities, claims, options or
limitations of any kind or nature, fixed or contingent, and not subject to any
adverse claims, including any restriction upon the sale or transfer of all or
any part of such euro which is imposed by any agreement or arrangement entered
into by the Authorized Participant or any party for which it is acting in
connection with a Purchase Order.

SECTION 15. THIRD PARTY BENEFICIARIES. Each AP Indemnified Party, to the extent
it is not a party to this Agreement, is a third-party beneficiary of this
Agreement (each, a "Third Party Beneficiary") and may proceed directly against
the Authorized Participant (including by bringing proceedings against the
Authorized Participant in its own name) to enforce any obligation of the
Authorized Participant under this Agreement which directly or indirectly
benefits such Third Party Beneficiary.

SECTION 16. FORCE MAJEURE. No party to this Agreement shall incur any liability
for any delay in performance, or for the non-performance, of any of its
obligations under this Agreement by reason of any act of God or war or
terrorism, acts and regulations and rules of any governmental or supra national
bodies or authorities or regulatory or self-regulatory organization or failure
of any such body, authority or


                                       7


organization for any reason, to perform its obligations, or any cause beyond its
reasonable control, including, without limitation, any breakdown, malfunction or
failure of transmission in connection with or other unavailability of any wire,
communication or computer facilities, any transport, port or airport disruption,
or any industrial action.

SECTION 17. AMBIGUOUS INSTRUCTIONS. If a Purchase Order Form or a Redemption
Order Form otherwise in good form contains order terms that differ from the
information provided in the telephone call at the time of issuance of the
applicable order number, the Trustee will attempt to contact one of the
Authorized Persons of the Authorized Participant to request confirmation of the
terms of the Order. If an Authorized Person confirms the terms as they appear in
the Order, then the Order will be accepted and processed. If an Authorized
Person contradicts the Order terms, the Order will be deemed invalid, and a
corrected Order must be received by the Trustee. If the Trustee is not able to
contact an Authorized Person, then the Order shall be accepted and processed in
accordance with its terms notwithstanding any inconsistency from the terms of
the telephone information. In the event that an Order contains terms that are
not complete or are illegible, the Order will be deemed invalid and the Trustee
will attempt to contact one of the Authorized Persons of the Authorized
Participant to request retransmission of the Order.

SECTION 18. MISCELLANEOUS.

         (a) Amendment and Modification. This Agreement, the Procedures attached
         as Attachment A and the Exhibits hereto may be amended, modified or
         supplemented by the Trustee and the Sponsor, without consent of any
         Authorized Participant from time to time by the following procedure.
         After the amendment, modification or supplement has been agreed to, the
         Trustee will mail a copy of the proposed amendment, modification or
         supplement to the Authorized Participant. For the purposes of this
         Agreement, mail will be deemed received by the recipient thereof on the
         third (3rd) day following the deposit of such mail into the United
         States postal system. Within ten (10) calendar days after its deemed
         receipt, the amendment, modification or supplement will become part of
         this Agreement, the Attachments or the Exhibits, as the case may be, in
         accordance with its terms. If at any time there is any material
         amendment, modification or supplement of any Participant Agreement
         (other than this Agreement), the Trustee will promptly mail a copy of
         such amendment, modification or supplement to the Authorized
         Participant.

         (b) Waiver of Compliance. Any failure of any of the parties to comply
         with any obligation, covenant, agreement or condition herein may be
         waived by the party entitled to the benefits thereof only by a written
         instrument signed by the party granting such waiver, but any such
         written waiver, or the failure to insist upon strict compliance with
         any obligation, covenant, agreement or condition herein, shall not
         operate as a waiver of, or estoppel with respect to, any subsequent or
         other failure.

         (c) Notices. Except as otherwise specifically provided in this
         Agreement, all notices required or permitted to be given pursuant to
         this Agreement shall be given in writing and delivered by personal
         delivery, by postage prepaid registered or certified United States
         first class mail, return receipt requested, by nationally recognized
         overnight courier (delivery confirmation received) or by telex,
         telegram or telephonic facsimile or similar means of same day delivery
         (transmission confirmation received), with a confirming copy regular
         mailed, postage prepaid. For avoidance of doubt, notices may not be
         given or transmitted by electronic mail. Unless otherwise notified in
         writing, all notices to the Trust shall be given or sent to the
         Trustee. All notices shall be directed to the address or telephone or
         facsimile numbers indicated below the signature line of the parties on
         the signature page hereof.

         (d) Successors and Assigns. This Agreement and all of the provisions
         hereof shall be binding upon and inure to the benefit of the parties
         and their respective successors and permitted assigns.

         (e) Assignment. Neither this Agreement nor any of the rights, interests
         or obligations hereunder shall be assigned by any party without the
         prior written consent of the other parties, except that any entity into
         which a party hereto may be merged or converted or with which it may be

                                       8


         consolidated or any entity resulting from any merger, conversion, or
         consolidation to which such party hereunder shall be a party, or any
         entity succeeding to all or substantially all of the business of the
         party, shall be the successor of the party under this Agreement. The
         party resulting from any such merger, conversion, consolidation or
         succession shall notify the other parties hereto of the change. Any
         purported assignment in violation of the provisions hereof shall be
         null and void. Notwithstanding the foregoing, this Agreement shall be
         automatically assigned to any successor Trustee or Sponsor at such time
         such successor qualifies as a successor Trustee or Sponsor under the
         terms of the Trust Agreement.

         (f) Governing Law; Consent to Jurisdiction. This Agreement shall be
         governed by and construed in accordance with the laws of the State of
         New York (regardless of the laws that might otherwise govern under
         applicable New York conflict of laws principles) as to all matters,
         including matters of validity, construction, effect, performance and
         remedies. Each party hereto irrevocably consents to the jurisdiction of
         the courts of the State of New York and of any federal court located in
         the Borough of Manhattan in such State in connection with any action,
         suit or other proceeding arising out of or relating to this Agreement
         or any action taken or omitted hereunder, and waives any claim of forum
         non convenient and any objections as to laying of venue. Each party
         further waives personal service of any summons, complaint or other
         process and agrees that service thereof may be made by certified or
         registered mail directed to such party at such party's address for
         purposes of notices hereunder. Each party hereby waives its right to a
         trial by jury of any claim arising under or in connection with this
         Agreement.

         (g) Counterparts. This Agreement may be executed in one or more
         counterparts, each of which will be deemed to be an original copy of
         this Agreement and all of which, when taken together, will be deemed to
         constitute one and the same agreement, and it shall not be necessary in
         making proof of this Agreement as to any party hereto to produce or
         account for more than one such counterpart executed and delivered by
         such party.

         (h) Interpretation. The article and section headings contained in this
         Agreement are solely for the purpose of reference, are not part of the
         agreement of the parties and shall not in any way affect the meaning or
         interpretation of this Agreement.

         (i) Entire Agreement. This Agreement and the Trust Agreement, along
         with any other agreement or instrument delivered pursuant to this
         Agreement and the Trust Agreement, supersede all prior agreements and
         understandings between the parties with respect to the subject matter
         hereof, provided, however, that the Authorized Participant shall not be
         deemed by this provision to be a party to the Trust Agreement.

         (j) Severance. If any provision of this Agreement is held by any court
         or any act, regulation, rule or decision of any other governmental or
         supra national body or authority or regulatory or self-regulatory
         organization to be invalid, illegal or unenforceable for any reason, it
         shall be invalid, illegal or unenforceable only to the extent so held
         and shall not affect the validity, legality or enforceability of the
         other provisions of this Agreement and this Agreement will be construed
         as if such invalid, illegal, or unenforceable provision had never been
         contained herein, unless the Sponsor determines in its discretion,
         after consulting with the Trustee, that the provision of this Agreement
         that was held invalid, illegal or unenforceable does affect the
         validity, legality or enforceability of one or more other provisions of
         this Agreement, and that this Agreement should not be continued without
         the provision that was held invalid, illegal or unenforceable, and in
         that case, upon the Sponsor's notification of the Trustee of such a
         determination, this Agreement shall immediately terminate and the
         Trustee will so notify the Authorized Participant immediately.

         (k) No Strict Construction. The language used in this Agreement will be
         deemed to be the language chosen by the parties to express their mutual
         intent, and no rule of strict construction will be applied against any
         party.

                                       9


         (l) Survival. Sections 9 (Indemnification) and 15 (Third Party
         Beneficiaries) hereof shall survive the termination of this Agreement.

         (m) Other Usages. The following usages shall apply in interpreting this
         Agreement: (i) references to a governmental or quasigovernmental
         agency, authority or instrumentality shall also refer to a regulatory
         body that succeeds to the functions of such agency, authority or
         instrumentality; and (ii) "including" means "including, but not limited
         to."


                                                    * * * * * * *












                                       10



IN WITNESS WHEREOF, the Authorized Participant, the Sponsor and the Trustee, on
behalf of the Trust, have caused this Agreement to be executed by their duly
authorized representatives as of the date first set forth above.




THE BANK OF NEW YORK,                        [NAME OF AUTHORIZED PARTICIPANT]
not in its individual capacity,
but solely as Trustee of
the Euro Currency Trust


By:  _______________________________         By: _______________________________
     Name:                                       Name:
     Title                                       Title

Address:                                     Address:

Telephone:                                   Telephone:


Facsimile:                                   Facsimile:




CURRENCY GROUP LLC,
Sponsor of the Euro Currency Trust


___________________________________
Name:
Title:

Address:


Telephone:

Facsimile:






                                       11


                                    EXHIBIT A






                               EURO CURRENCY TRUST

         FORM OF CERTIFIED AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT

The following are the names, titles and signatures of all persons (each an
"Authorized Person") authorized to give instructions relating to any activity
contemplated by the Participant Agreement or any other notice, request or
instruction on behalf of the Authorized Participant pursuant to the Euro
Currency Trust Participant Agreement.

Authorized Participant:              _______________________

Name:                                          Name:

Title:                                         Title:

Signature:                                     Signature:

Name:                                          Name:

Title:                                         Title:


Signature:                                     Signature:

The undersigned, [name], [title] of [company], does hereby certify that the
persons listed above have been duly elected to the offices set forth beneath
their names, that they presently hold such offices, that they have been duly
authorized to act as Authorized Persons pursuant to the Euro Currency Trust
Participant Agreement by and between [Authorized Participant] and the Trustee
and the Sponsor of the Euro Currency Trust, dated [date], and that their
signatures set forth above are their own true and genuine signatures.

In Witness Whereof, the undersigned has hereby set his/her hand and the seal of
[company] on the date set forth below.



Subscribed and sworn to before me                           By:
this          day of                        , 20
                                                            Name:

                                                            Title:

                                                            Date:


Notary Public



















                                    EXHIBIT B

                               EURO CURRENCY TRUST

                               PURCHASE ORDER FORM

                          THE BANK OF NEW YORK, TRUSTEE
--------------------------------------------------------------------------------
                         CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number:    (718) 315-4811 / 315-4512
Fax order number:          (718) 315-4881
Depository Instructions    (000-000-0000)/SWIFT CHASDEFX
--------------------------------------------------------------------------------

Participant must complete all items in Part I. The Trustee, in its discretion
may reject any order not submitted in complete form.



I.  TO BE COMPLETED BY PARTICIPANT:
    -------------------------------
Date:________________________________           Time:_________________________
Broker Name:_________________________           Firm Name:____________________
DTC Participant Number:________________         Fax Number:___________________
Telephone Number:____________________
                                                (One Basket = 50,000 FXE Shares)

                                       Number of Baskets Transacted:____________

Order #______________________________           Number written out:_____________


This Purchase Order is subject to the terms and conditions of the Depositary
Trust Agreement of the EURO Currency Trust as currently in effect and the
Participant Agreement between the Authorized Participant, the Trustee and the
Sponsor named therein. All representations and warranties of the Authorized
Participant set forth in such Depositary Trust Agreement and such Participant
Agreement are incorporated herein by reference and are true and accurate as of
the date hereof.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Participant Agreement and that he/she is
authorized to deliver this Purchase Order to the Trustee on behalf of the
Authorized Participant. The Authorized Participant enters into this agreement
based on an estimated Basket Euro Amount disseminated the previous business day
and recognizes the final Basket Euro Amount represented will be decreased based
on the Trust's daily accrual. At the conclusion of the trading day a Final NAV
will be disseminated to all Authorized Participants, and the Basket Euro Amount
required for the Purchase Order entered into on this day will be finalized and
this Purchase Order will serve as a legally binding contract for settlement in 3
business days.



________________________________________     ___________________________________
       Date                                        Authorized Person's Signature

II. TO BE COMPLETED BY TRUSTEE:
    --------------------------
This certifies that the above order has been:




_________Accepted by the Trustee
_________Declined-Reason:_______________________________________________

Final # of EUROs___________________                Final # of FXE Shares________

________________                    _______    _________________________________
Date                                Time         Authorized Signature of Trustee









                                    EXHIBIT C

                              EURO CURRENCY TRUST

                              REDEMPTION ORDER FORM

                          THE BANK OF NEW YORK, TRUSTEE
-----------------------------------------------------------------------------
                         CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone order number:    (718) 315-4811 / 315-4512
Fax order number:          (718) 315-4881
Depository Instructions    (000-000-0000)/SWIFT CHASDEFX
--------------------------------------------------------------------------------

Participant must complete all items in Part I. The Trustee, in its discretion
may reject any order not submitted in complete form.



I. TO BE COMPLETED BY PARTICIPANT:
   ------------------------------
Date:________________________________           Time:_________________________
Broker Name:_________________________           Firm Name:____________________
DTC Participant Number:________________         Fax Number:___________________
Telephone Number:____________________
                                                (One Basket = 50,000 FXE Shares)

                                       Number of Baskets Surrendered:___________

Order #______________________________           Number written out:_____________


This Redemption Order is subject to the terms and conditions of the Depositary
Trust Agreement of the EURO Currency Trust as currently in effect and the
Participant Agreement between the Authorized Participant, the Trustee and the
Sponsor named therein. All representations and warranties of the Authorized
Participant set forth in such Depositary Trust Agreement and such Participant
Agreement are incorporated herein by reference and are true and accurate as of
the date hereof.

The undersigned does hereby certify as of the date set forth below that he/she
is an Authorized Person under the Participant Agreement and that he/she is
authorized to deliver this Redemption Order to the Trustee on behalf of the
Authorized Participant. The Authorized Participant enters into this agreement
based on an estimated Basket Euro Amount disseminated the previous business day
and recognizes the final Basket Euro Amount represented will be decreased based
on the Trust's daily accrual. At the conclusion of the trading day a Final NAV
will be disseminated to all Authorized Participants, and the Basket Euro Amount
required for the Redemption Order entered into on this day will be finalized and
this Redemption Order will serve as a legally binding contract for settlement in
3 business days.



________________________________________     ___________________________________
       Date                                        Authorized Person's Signature

II. TO BE COMPLETED BY TRUSTEE:
    --------------------------
This certifies that the above order has been:




_________Accepted by the Trustee
_________Declined-Reason:_______________________________________________

Final # of EUROs___________________                Final # of FXE Shares________

________________                    _______    _________________________________
Date                                Time         Authorized Signature of Trustee






                                  ATTACHMENT A


                                     FORM OF
                               EURO CURRENCY TRUST
                              PARTICIPANT AGREEMENT



CREATION AND REDEMPTION OF EURO CURRENCY SHARES AND RELATED EURO TRANSACTIONS

Scope of Procedures and Overview

These procedures (the "Procedures") describe the processes by which one or more
Baskets of Euro Currency Trust shares (the "Shares") issuable by The Bank of New
York, as trustee (the "Trustee") of the Euro Currency Trust (the "Trust"), may
be purchased or, once Shares have been issued, redeemed by an Authorized
Participant. Shares may be created or redeemed only in blocks of 50,000 Shares
(each such block, a "Basket"). Because the issuance and redemption of Baskets
also involve the transfer of euro between the Authorized Participant and the
Trust, certain processes relating to the underlying euro transfers also are
described.

Under these Procedures, Baskets may be issued only with respect to euro
transferred to and held in the Trust's accounts maintained in London, England by
JP Morgan Chase, N.A., London Branch, as depository (the "Depository").
Capitalized terms used in these Procedures without further definition have the
meanings assigned to them in the Depositary Trust Agreement, dated as of
____________ 2005, between Currency Group LLC (the "Sponsor"), the Trustee, the
registered owners and beneficial owners from time to time of Shares issued
thereunder and all depositors (the "Trust Agreement"), or the Participant
Agreement entered into by each Authorized Participant with the Sponsor and the
Trustee.

For purposes of these Procedures, a "Business Day" is defined as any day other
than (i) a Saturday or Sunday or (ii) a day on which the New York Stock Exchange
(the "NYSE") is not open for regular trading at noon New York City time.

Baskets are issued pursuant to the Prospectus, which will be delivered by the
Sponsor to each Authorized Participant prior to its execution of the Participant
Agreement, and are issued and redeemed in accordance with the Trust Agreement
and the Participant Agreement. Baskets may be issued and redeemed on any
Business Day by the Trustee in exchange for euro, which the Trustee receives
from Authorized Participants or transfers to Authorized Participants, in each
case on behalf of the Trust. Authorized Participants will be required to pay a
nonrefundable per order transaction fee of $500 to the Trustee (the "Transaction
Fee").

Authorized Participants and the Trust Transfer Euro and Baskets of Shares.

Upon acceptance of the Participant Agreement by the Sponsor and the Trustee, the
Trustee will assign a personal identification number (a "PIN number") to each
Authorized Person authorized to act for the Authorized Participant. This will
allow the Authorized Participant through its Authorized Person(s) to place
Purchase Order(s) or Redemption Order(s) (together, "Orders") for Baskets.

Important Notes:

        o       Any Purchase Order is subject to rejection by the Trustee for
                the reasons set forth in the Trust Agreement.

        o       All Orders are subject to the provisions of the Participant
                Agreement relating to unclear or ambiguous instructions.






                                CREATION PROCESS
                                    OVERVIEW


         The "Creation Process" portion of these Procedures describes the
process by which an order to purchase one or more Baskets of Shares placed by an
Authorized Participant with the Trustee by 4:00 p.m. New York City ("NYC") time
on the Business Day that is the Order Date under the Trust Agreement ("CREATION
T"), results in the following taking place by 9:30 a.m. New York City time
(usually 3:30 p.m. Central European Time ("CET")) on CREATION T+3:

         transfer to the Trust of euros in the amount corresponding to the
                  Shares to be issued, and

         transfer to the Authorized Participant's account at The Depository
                  Trust Company ("DTC") of Shares corresponding to the euros the
                  Participant has transferred to the Trust.

         Important Notes:

         Any Purchase Order is subject to rejection by the Trustee for the
                  reasons set forth in the Trust Agreement.

         All Orders are subject to the provisions of the Participant Agreement
                  relating to unclear or ambiguous instructions.

         Incoming telephone calls are queued and will be handled in the sequence
                  received. Calls placed before the Order Cut-off Time will be
                  processed even if the call is taken after that time.
                  Accordingly, do not hang up and redial. Purchase Orders that
                  are placed later than the Order Cut-off Time will be rejected.

C1   CREATION T (PURCHASE ORDER TRADE DATE)

     C1.1     By the Order Cut-off Time (4:00 p.m. NYC time), the Authorized
Participant submits to the Trustee the Authorized Participant's order to create
one or more Baskets of Shares in accordance with the following process (a
"Purchase Order").

     C1.1.1   By the Order Cut-off Time, an Authorized Person of the
Authorized Participant calls the Trustee at 718-315-4811 notifying the Trustee
that the Authorized Participant wishes to place a Purchase Order for the Trustee
to create an identified number of Baskets of Shares and requesting that the
Trustee provide an order number. The Authorized Person provides a PIN number as
identification to the Trustee.

     C1.1.2   The Trustee will process Purchase Orders initiated by the
Authorized Person's phone call placed before the Order Cut-off Time even though
the remainder of the order process is not completed until after the Order
Cut-off Time.



     C1.1.3   Purchase Orders initiated after the Order Cut-off Time will be
rejected.

     C1.1.4   During the phone call from the Authorized Person of the

Authorized Participant to initiate a Purchase Order, the Trustee will give an
order number for the Authorized Participant's Purchase Order.

     C1.1.5   Within 15 minutes after receiving the Trustee's phone call
giving the order number, the Authorized Participant faxes the Purchase Order to
the Trustee using the Purchase Order Form included as part of the Participant
Agreement.

                                      A-2


     C1.1.6   The Purchase Order Form provides, among other things, for the
number of Baskets that the Authorized Participant is ordering and the condition
that the Purchase Order is subject to the Trustee's receipt of the Transaction
Fee by (DTC SPO CHARGE) prior to delivery of the Baskets on CREATION T+3.

     C1.1.7   If the Trustee has not received the Purchase Order Form from the
Authorized Participant within 15 minutes after the Authorized Person placed the
phone call to the Trustee, the Trustee places a phone call to the Authorized
Participant to enquire about the status of the order. If the Authorized
Participant does not fax the Purchase Order Form to the Trustee within 15
minutes after the Trustee's phone call, the Authorized Participant's order is
cancelled, but the Authorized Participant will remain liable to the Trustee for
the Transaction Fee.

     C1.2    If the Trustee has received the Authorized Participant's Purchase
Order Form on time in accordance with the preceding timing rules, then by 5:00
p.m. NYC time on CREATION T, the Trustee will return to the Participant a copy
of the Purchase Order Form submitted, marking it "Affirmed subject to receipt of
the Transaction Fee prior to delivery of Baskets on CREATION T+3" and
indicating, on a preliminary basis subject to confirmation, the number of euros
the Participant must transfer in exchange for the Basket(s).

     C1.3    The Participant ensures that by 3:30 p.m. CET (usually 9:30 a.m.
NYC time) on CREATION T+3 there sufficient euros are wire transferred to the
Depository.

     C1.4    NOTES FOR AUTHORIZED PARTICIPANT (CREATION T)

     C1.4.1  The Authorized Participant must be a participating member of DTC.

     C1.4.2  The Authorized Participant must be able to transfer euros via
(RTGSplus, EBA EURO1or TARGET). SWIFT BIC - CHASDEFX

     C1.4.3  The Authorized Participant must have signed and delivered the
Participant Agreement with the Trustee. The Trustee will accept an Authorized
Participant based on the representations made by the Authorized Participant in
the Participant Agreement. The Trustee will not perform other due diligence or
investigation of Authorized Participants.

     C1.4.4  The Authorized Participant must have in place, before a Purchase
Order can be processed, account instructions for euro transfers set up with its
sending financial institution.

     C1.4.5  By 3:30 p.m. CET time on CREATION T+3, euros in the amount
needed to acquire the Shares must be standing to the credit of the Trust's
account at the Depository (the "Deposit Account") in order for the Authorized
Participant to receive Shares on CREATION T+3.

     C1.4.6  An Authorized Participant may only deliver euros for credit to
the Depository in the following ways (RTGSplus, EBA EURO1 or TARGET) SWIFT BIC -
CHASDEFX

     C1.4.7  Prior to the delivery of the Baskets on CREATION T+3, the
Authorized Participant must accept a DTC SPO Charge for the applicable
Transaction Fee from the Trustee. Purchase Orders for which the Trustee has not
received the Transaction Fee will be cancelled subject to handling pursuant to
supplemental procedures to be issued, but in any event the Authorized
Participant will remain obligated to the Trustee for the Transaction Fee.

     C1.5    NOTES FOR TRUSTEE (CREATION T)

     C1.5.1  Based on the Purchase Orders placed with it on CREATION T, the
Trustee sends an authenticated electronic message (SWIFT MT210) to the
Depository (by T+1) indicating the approximate total amount of euros by
Authorized Participant that the Depository will receive on CREATION T+3.

                                      A-3


C2   CREATION T+1

     C2.1    The Purchase Orders and instructions given on CREATION T are all
pending with the Trustee.

     C2.2    The Depository receives the Trustee's message (SWIFT MT210) about
the approximate total amount of euros the Authorized Participant is required to
transfer not later than 3:30 p.m. CET on CREATION T+3.

C3   CREATION T+2

     C3.1    After calculation of the Euro Basket Amount, on CREATION T+2 the
Trustee notifies the Authorized Participant of the final amount of euro that
must be deposited in the Deposit Account not later than 3:30 p.m. CET on
CREATION T+3 for creation of the Baskets on that day.

C4   CREATION T+3

     C4.1    By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Depository has
received each Authorized Participant's wire transfer of euros in the Deposit
Account.

     C4.2    As of 3:30 p.m. CET time, the Depository notifies the Trustee that
the relevant amount(s) of euros has been transferred into the Deposit Account by
an authenticated electronic message (SWIFT MT910)

     C4.3    Prior to the delivery of the Baskets on CREATION T+3, the Trustee
must have received the Transaction Fee from the Authorized Participant.
(SPO/DTC)

     C4.4    At 11:00 a.m. NYC time, following receipt of the notice from the
Depository confirming the transfer of the relevant amount(s) of euros to the
Deposit Account, the Trustee authorizes the creation and issuance of the Baskets
ordered by each Authorized Participant on CREATION T for which the Trustee has
received confirmation from the Depository of receipt of the relevant amount(s)
of euros.

     C4.5    By 11:00 a.m. NYC time, following receipt of the notice from the
Depository confirming the transfer of the relevant amount(s) of euros to the
Deposit Account, the Trustee notifies its transfer agent service desk that it
has authorized the creation and issuance of Baskets in the number specified, and
to increase the number of Shares outstanding accordingly. By 11:00 a.m. NYC
time, following receipt of the notice from the Trustee that it has authorized
the creation and issuance of Shares in the number specified, the Trustee's
transfer agent service desk increases the number of Shares outstanding, and
notifies the Trustee and the Trustee's DTC operations desk that an increased
number of Shares is now outstanding and available for release in accordance with
the Trustee's instructions.

     C4.6    By 11:00 a.m. NYC time, following receipt of notice from the
Trustee's transfer agent service desk that the number of Shares now outstanding
has been increased, the Trustee notifies its DTC operations desk to release the
increased number of Shares through DTC to the DTC participant accounts of the
Authorized Participants scheduled to receive Baskets on CREATION T+3 for whom
the Trustee has received confirmation from the Depository that euros in the
relevant amount(s) have been received into the Deposit Account.

     C4.7    Overnight as of the close of business (usually 3:30 p.m. CET time)
on CREATION T+3, the Depository makes appropriate entries in its books and
records to reflect the the creation.

     C4.8    Overnight after the close of business (usually 3:30 p.m. CET time)
on CREATION T+3, the Depository Euros system updates account records, recording
the movements of euros in the Deposit Account and providing updated balances in
the affected accounts as of the close of business (usually 3:30 p.m. CET time)
on CREATION T+3.

                                      A-4


         C4.9 Overnight after the close of business (usually 3:30 p.m. CET time)
on CREATION T+3, the Depository Euros system automatically generates
authenticated electronic messages constituting a statement of the activity
affecting the Deposit Account (SWIFT MT940 or SWIFT MT950), (received only by
the Trustee).

                               REDEMPTION PROCESS
                                    OVERVIEW


         The "Redemption Process" portion of these Procedures describes the
process by which an order to redeem one or more Baskets of Shares placed by an
Authorized Participant with the Trustee by 4:00 p.m. NYC time on the Business
Day that is the Order Date under the Trust Agreement ("REDEMPTION T"), results
in the following taking place by 3:30 p.m. CET (usually 9:30 a.m. NYC time) on
REDEMPTION T+3:


         the transfer to the Trustee's account at DTC and withdrawal of the
                  Authorized Participant's Shares corresponding to euros in the
                  relevant amount(s) that the Trust is to transfer to the
                  Authorized Participant by credit wire (RTGSplus, EBA EURO1 or
                  TARGET); corresponding to the Shares delivered for redemption.

Important Notes:

         All Orders are subject to the provisions of the Participant Agreement
                  relating to unclear or ambiguous instructions.

         Incoming telephone calls are queued and will be handled in the sequence
                  received. Calls placed before the Order Cut-off Time will be
                  processed even if the call is taken after that time.
                  Accordingly, do not hang up and redial. Redemption Orders that
                  are placed later than the Order Cut-off Time will be rejected.

R1   REDEMPTION T (REDEMPTION ORDER TRADE DATE)

     R1.1    By the Order-Cut-off Time (4:00 p.m. NYC time), the Authorized
Participant places an order to redeem Shares with the Trustee in accordance with
the following process (such order, a "Redemption Order").

     R1.1.1  By the Order Cut-off Time, an Authorized Person of the
Authorized Participant calls the Trustee at 718-315-4811 notifying the Trustee
that the Participant wishes to place a Redemption Order for the Trustee to
redeem an identified number of Baskets of Shares and requesting that the Trustee
provide an order number. The Authorized Person provides a PIN number as
identification to the Trustee.

     R1.1.2  The Trustee will process the Redemption Order(s) initiated by
the Authorized Person's phone call placed before the Order Cut-off Time even
though the remainder of the order process is not completed until after the Order
Cut-off Time.



     R1.1.3  Redemption Orders initiated after the Order Cut-off Time are
rejected.

     R1.1.4  During the phone call from the Authorized Person of the

Authorized Participant to initiate a Redemption Order, the Trustee will give an
order number for the Authorized Participant's Redemption Order.

     R1.1.5  Within 15 minutes after the phone call initiating the Redemption
Order, the Authorized Participant faxes the Redemption Order to the Trustee
using the Redemption Order Form included as part of the Participant Agreement.

                                      A-5


     R1.1.6  The Redemption Order Form provides, among other things, for the
number of Redemption Baskets that the Authorized Participant is redeeming and
the condition that the Redemption Order is subject to Trustee's receipt of the
Transaction Fee by SPO/DTC prior to the delivery of the euros in the relevant
amount(s) on REDEMPTION T+3.

     R1.1.7  If the Trustee has not received the Redemption Order Form from
the Authorized Participant within 15 minutes after the Authorized Person placed
the phone call to the Trustee, the Trustee places a phone call to the Authorized
Participant to enquire about the status of the order. If the Authorized
Participant does not fax the Redemption Order Form to the Trustee within 15
minutes after the Trustee's phone call, the Authorized Participant's order is
cancelled, but the Authorized Participant will remain liable to the Trustee for
the Transaction Fee.

     R1.2    If the Trustee has received back the Authorized Participant's
Redemption Order Form on time in accordance with the preceding timing rules,
then by 5:00 p.m. NYC time on REDEMPTION T, the Trustee will return to the
Authorized Participant a copy of the Redemption Order Form submitted, marking it
"Affirmed subject to receipt of Transaction Fee prior to delivery of the euros
on REDEMPTION T+3" and indicating, on a preliminary basis subject to
confirmation, the number of euro the Participant will receive upon redemption of
the indicated Basket(s) of Shares.

     R1.3    For each Redemption Order, the Trustee sends an authenticated
electronic message (SWIFT MT202 or MT103plus) to the Depository indicating the
amount of euros to transfer from the Deposit Account by wire (RTGSplus, EBA
EURO1 or TARGET) to the Authorized Participant's designated account by 3:30 p.m.
CET (usually 9:30 a.m. NYC time) on REDEMPTION T+3.

R1.4 NOTES FOR TRUSTEE AND DEPOSITORY (REDEMPTION T)

     R1.4.1  The Trustee will prepare an authenticated electronic message
(SWIFT MT202 or MT103plus) containing instructions on REDEMPTION T specifying
REDEMPTION T+3 as the date on which the instructions will be executed.

     R1.4.2  The Trustee will only deliver the authenticated electronic
message (SWIFT MT202 or MT103plus) to the Depository on T+3 after confirming the
Trustee's receipt of Shares from the Authorized Participant through DTC.

R2   REDEMPTION T+1

     R2.1    Redemption orders and related instructions are in process.

     R2.2    The Depository receives the authenticated electronic message
     (SWIFT) or e-mail from the Trustee notifying the Depository of the
     approximate amount of euros needed for each Authorized Participant on
     REDEMPTION T+3.

R3   REDEMPTION T+2

     R3.1    After calculation of the Euro Basket Amount, on REDEMPTION T+2
     the Trustee notifies the Authorized Participant of the final amount of
     euros the Authorized Participant will receive upon redemption of the
     Basket(s) on Redemption T+3.

R4   REDEMPTION T+3

     R4.1    Prior to the delivery of euros on REDEMPTION T+3, the Trustee must
have received the Transaction Fee from the Authorized Participant (SPO/DTC).

     R4.2    By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Authorized
Participant delivers free to the Trustee's participant account at DTC (#TBD) the
Shares to be redeemed. The Authorized


                                      A-6


Participant telephones the Trustee's DTC operations desk [phone number] to
expect the Authorized Participant's Shares through DTC.

     R4.2.1  By 3:30 p.m. CET (usually 9:30 a.m. NYC time), the Trustee's DTC
operations desk notifies the Trustee whether the Shares of the redeeming
Authorized Participant have been received into the Trustee's participant account
at DTC.

     R4.2.2  By 3:30 p.m. CET (usually 9:30 a.m. NYC time), if the Shares of
the redeeming Authorized Participant have been received into the Trustee's
participant account at DTC, the Trustee's DTC operations desk accepts the Shares
to be redeemed, notifies the Trustee that the Trustee has received the
Authorized Participant's Shares and identifies the Authorized Participant from
whom the Shares have been received.

     R4.2.3  By 3:30 p.m. CET (usually 9:30 a.m. NYC time), if the Shares of
a redeeming Authorized Participant have not been received into the Trustee's
participant account at DTC, the Trustee's operations desk notifies the Trustee
that the Trustee has not received the Shares from the Authorized Participant,
and identifies the Authorized Participant from whom Shares have not been
received.

      R4.3   By 3:30 p.m. CET (usually 9:30 a.m. NYC time), in relation to the
Authorized Participants from whom the Trustee has received Shares, the Trustee
sends an authenticated electronic message (SWIFT MT202 or MT103plus) to the
Depository directing the Depository to transfer euros in the relevant amount(s)
to the Authorized Participant's designated account by wire (RTGSplus, EBA EURO1
or TARGET).

     R4.4    As of 3:30 p.m. CET time(usually 9:30 a.m. NYC time), following
the receipt of the authenticated confirmatory electronic message from the
Trustee, the Depository executes the instructions from the Trustee to wire euros
in the relevant amount(s) from the Trust Account and to transfer euros in the
relevant amount(s) to the Authorized Participant's designated account.

     R4.4.1  By DTC free delivery cut-off time (usually 2:00 p.m. NYC time),
the Trustee's DTC operations desk instructs the Trustee's transfer agent
services desk to cancel Shares received for redemption.

     R4.4.2  By DTC free delivery cut-off time (usually 2:00 p.m. NYC time),
the Trustee's transfer agent services desk cancels the Authorized Participant's
Shares received for redemption and reduces the numbers of the Shares
outstanding.

     R4.5    Overnight as of the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository makes the appropriate entries in its books and
records to reflect the redemptions.

     R4.6    Overnight after the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository Euros system updates its account records,
recording the movements of euros in the Deposit Account and providing updated
balances in the affected accounts as of the close of business (usually 3:30 p.m.
CET) on REDEMPTION T+3.

     R4.7    Overnight after the close of business (usually 3:30 p.m. CET) on
REDEMPTION T+3, the Depository Euros system automatically generates an
authenticated electronic message (SWIFT MT140 or Swift MT950) constituting a
statement of the activity affecting the Deposit Account (received only by the
Trustee).



                                      A-7









                                              [FOLEY & LARDNER LLP LETTERHEAD]



                                              FOLEY & LARDNER LLP
                         October ____, 2005   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

                                              CLIENT/MATTER NUMBER
                                              055573-0101

Rydex Specialized Products LLC,
  d/b/a Rydex Investments
9601 Blackwell Road
Suite 500
Rockville, MD 20850

                  Re:  Euro Currency Trust


Ladies and Gentlemen:

         We have acted as legal counsel to Rydex Specialized Products LLC, a
Delaware limited liability company d/b/a Rydex Investments (the "Company"), in
connection with the preparation and filing under the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, of a registration
statement on Form S-1, Registration No. 333-125581, initially filed on June 7,
2005, as amended through the date hereof (the "Registration Statement"). The
Registration Statement relates to the proposed issuance by the Euro Currency
Trust (the "Trust"), an investment trust formed on ____________, 2005 under the
laws of the state of New York pursuant to the terms of the Trust Agreement dated
___________, 2005 (the "Trust Agreement") between the Company, as sponsor, and
The Bank of New York, a banking corporation organized under the laws of the
state of New York, as trustee (the "Trustee"), of 150,000 shares, representing
units of fractional undivided beneficial interest in and ownership of the Trust
(the "Shares"). In connection with the issuance of Shares, you have requested
our opinion with respect to certain legal matters. Capitalized terms not
otherwise defined herein shall have the meanings given to them in the Trust
Agreement.

         In rendering the opinion expressed below, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of all such
agreements, instruments and other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion expressed below,
including:

         1. The corporate and organizational documents of the Company and the
            Trust;

         2. Records of proceedings of and actions taken by the Company and the
            Trust;

         3. The Registration Statement;

         4. The Trust Agreement;







BOSTON     JACKSONVILLE   NEW YORK      SAN DIEGO/DEL MAR     TAMPA
BRUSSELS   LOS ANGELES    ORLANDO       SAN FRANCISCO         TOKYO
CHICAGO    MADISON        SACRAMENTO    SILICON VALLEY        WASHINGTON, D.C.
DETROIT    MILWAUKEE      SAN DIEGO     TALLAHASSEE           WEST PALM BEACH






[FOLEY LOGO OMITTED]
Currency Group LLC
October ____, 2005
Page 2


         5.  The Deposit Account Agreement dated as of _______, 2005 between
             JPMorgan Chase Bank N.A., London branch, a company incorporated
             with limited liability as a national banking association, as
             Depository, and the Company;

         6.  The Distribution Agreement dated as of _________, 2005 between
             the Sponsor and Rydex Distributors, Inc.; and

         7.  A copy of the global certificate representing the Shares to be
             issued under the Trust Agreement.

         In our examination of the foregoing documents, we have made the
following factual assumptions, with your consent: that all documents reviewed by
us are original documents, or true and accurate copies of original documents and
have not subsequently been amended; that the signatures on each original
document are genuine; that all factual representations and statements set forth
in such documents are true and correct; and that all obligations imposed by any
such documents on the parties thereto have been or will be performed or
satisfied in accordance with their terms.

         In rendering the opinion stated below, we have relied with respect to
certain factual matters solely upon the representations, certifications and
other information contained in the documents referred to above and upon
certificates of public officials. We have not made or undertaken to make any
independent investigation to establish or verify the accuracy or completeness of
such factual representations, certifications and other information.

         The opinion stated below is limited to the laws of the state of New
York and the federal laws of the United States of America, and we express no
opinion in this letter as to the laws of any other jurisdiction. We express no
opinion in this letter as to the application of the securities or "blue sky"
laws of any state, including New York, to the issuance and sale of the Shares.
This opinion letter is limited to the specific issues addressed herein; and no
opinion may be inferred or implied beyond that expressly stated herein.

         Our opinion is based solely upon the law and the facts as they exist on
the date hereof; and we disclaim any obligation to advise you of any subsequent
change in law or facts or circumstances that might subsequently come to our
attention.

         Based on the foregoing and subject to the limitations and
qualifications set forth in this letter, we are of the opinion that the Shares,
when issued and sold in accordance with the terms of the Trust Agreement
(including the receipt by the Depository, on behalf of the Trustee, of the
consideration required for the issuance of Shares), will be duly authorized,
legally issued, fully paid and non-assessable.


                                       2



[FOLEY LOGO OMITTED]
Currency Group LLC
October ____, 2005
Page 3



         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name where it appears in the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the SEC promulgated thereunder. This opinion
only relates to the issuance and sale of the Shares pursuant to the Registration
Statement and may not be relied upon by you or any other person for any other
purpose, without our prior written consent in each instance.


                                     Very truly yours,

                                     FOLEY & LARDNER LLP














                                       3











                                                  [FOLEY & LARDNER LETTERHEAD]



                                                  FOLEY & LARDNER LLP
                                                  ATTORNEYS AT LAW

                                                  777 EAST WISCONSIN AVENUE
                                                  MILWAUKEE, WI  53202-5306
                                                  414.271.2400 TEL
                                                  414.297.4900 FAX
                           October _____, 2005    www.foley.com

                                                  CLIENT/MATTER NUMBER
                                                  055573-0101

Rydex Specialized Products LLC,
  d/b/a Rydex Investments
9601 Blackwell Road
Suite 500
Rockville, MD 20850

                  Re:    Euro Currency Trust


Ladies and Gentlemen:

         We have acted as legal counsel to Rydex Specialized Products LLC, a
Delaware limited liability company d/b/a Rydex Investments (the "Company"), in
connection with the preparation and filing under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations of the Securities
and Exchange Commission (the "SEC") promulgated thereunder, of a registration
statement on Form S-1, Registration No. 333-125581, initially filed on June 7,
2005, as amended through the date hereof (the "Registration Statement"). The
Registration Statement relates to the proposed issuance by the Euro Currency
Trust (the "Trust"), an investment trust formed on ____________, 2005 under the
laws of the state of New York pursuant to the terms of the Trust Agreement dated
___________, 2005 (the "Trust Agreement") between the Company, as sponsor, and
The Bank of New York, a banking corporation organized under the laws of the
State of New York, as trustee (the "Trustee"), of 150,000 shares, representing
units of fractional undivided beneficial interest in and ownership of the Trust
(the "Shares"). In connection with the issuance of the Shares, you have
requested our opinion with respect to certain U.S. federal tax matters.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Trust Agreement.

         In rendering the opinion expressed below, we have examined and relied
on the Registration Statement and originals or copies, certified or otherwise
identified to our satisfaction, of the Trust Agreement and all such other
documents as we have deemed necessary or appropriate in order to enable us to
render the opinion expressed below.

         In our examination of the foregoing documents, we have assumed, with
your consent: that all documents reviewed by us are original documents, or true
and accurate copies of original documents and have not subsequently been
amended; that the signatures on each original document are genuine; that each
party who executed the document had proper authority and capacity; that all
representations and statements set forth in such documents are true and correct;
and that all obligations imposed by any such documents on the parties thereto
have been or will be performed or satisfied in accordance with their terms.







BOSTON      JACKSONVILLE   NEW YORK      SAN DIEGO/DEL MAR     TAMPA
BRUSSELS    LOS ANGELES    ORLANDO       SAN FRANCISCO         TOKYO
CHICAGO     MADISON        SACRAMENTO    SILICON VALLEY        WASHINGTON, D.C.
DETROIT     MILWAUKEE      SAN DIEGO     TALLAHASSEE           WEST PALM BEACH












[FOLEY LOGO OMITTED]

Currency Group LLC
-----------------------
October _____, 2005
Page 2



         Our opinion is based upon the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder, judicial decisions,
current rulings and pronouncements of the Internal Revenue Service (the "IRS"),
and such other authorities as we have considered relevant, in effect as of the
date of this letter, all of which are subject to legislative, judicial or
administrative change or differing interpretation, possibly with retroactive
effect. Our opinion is not binding on the IRS, and no assurance can be given
that the conclusions expressed herein will not be challenged by the IRS or
sustained by a court.

         Based upon and subject to the foregoing, we confirm that the discussion
in the Registration Statement under the caption "United States Federal Tax
Consequences," to the extent it consists of statement of law and legal
conclusions, and subject to the limitations and qualifications set forth
therein, constitutes our opinion as to the material U.S. federal tax
consequences that apply under currently applicable law to the purchase,
ownership and disposition of the Shares.

         The opinion referred to above represents our best legal judgment as to
the application of the U.S. federal tax laws existing as of the date of this
letter. Further, the opinion referred to above is based upon the assumptions,
documents, facts and representations referred to above. Any material amendments
to such documents, changes in any significant facts or inaccuracy of such
assumptions or representations could affect the accuracy of our opinion.
Although we have made such inquiries and performed such investigations as we
have deemed necessary to fulfill our professional responsibilities as counsel,
we have not undertaken an independent investigation of all the relevant facts.
Our opinion is based solely upon the law and the facts as they exist on the date
hereof; and we disclaim any obligation to advise you of any subsequent change in
law or facts or circumstances that might subsequently come to our attention.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name where it appears in the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the SEC promulgated thereunder. This opinion
only relates to the issuance and sale of the Shares pursuant to the Registration
Statement and may not be relied upon by you or any other person for any other
purpose, without our prior written consent in each instance.



                                                Very truly yours,

                                                FOLEY & LARDNER LLP