According to the Trust’s Registration Statement, the investment objective of the Trust is for the Shares to reflect the price of the euro.

Description of the Trust

According to the Registration Statement, the Trust will be formed under the laws of the State of New York as of the date the Sponsor and the Trustee sign the Depositary Trust Agreement and the Initial Purchaser makes the initial deposit for the issuance of three Baskets. A Basket is a block of 50,000 Shares. Each Share represents 100 euro and the value of the Shares outstanding at the start of trading will be approximately 15 million euro. 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 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.

Currently, the Consolidated Tape Plan does not provide for dissemination of the spot price of a foreign currency, such as euro, over the Consolidated Tape. However, there will be disseminated over the Consolidated Tape the last sale price for the Shares, as is the case for all equity securities traded on the Exchange (including exchange-traded funds). In addition, there is a considerable amount of euro price and euro market information available on public websites and through professional and subscription services. As is the case with equity securities generally and exchange-traded funds specifically, in most instances, real-time information is only available for a fee, and information available free of charge is subject to delay (typically, 15 to 20 minutes).

Investors may obtain on a 24-hour basis euro pricing information based on the euro spot price from various financial information service providers Complete real-time data for euro futures and options prices traded on the CME and Phlx are also available by subscription from information service providers. The CME and Phlx also provide delayed futures and options information on current and past trading sessions and market news free of charge on their respective websites.

There are a variety of other public websites providing information on foreign currency and euro, including Bloomberg, http://www.bloomberg.com/markets/currencies/eurafr_currencies.html. Other service providers include CBS Market Watch (http://www.marketwatch.com/tools/stockresearch/globalmarkets) and Yahoo! Finance (http://www.finance.yahoo.com/currency). Many of these sites offer price quotations drawn from other published sources, and as the information is supplied free of charge, it generally is subject to time delays. Like bond securities traded in the OTC market with respect to which pricing information is available directly from bond dealers, current euro spot prices are also generally available with bid/ask spreads from foreign currency dealers.

In addition, the Trust's website will provide the following information: (1) the euro spot price, including the bid and offer and the midpoint between the bid and offer for the euro spot price, updated every 5 to 10 seconds which is an essentially real-time basis; (2) an intraday indicative value (“IIV”) per share for the Shares calculated by multiplying the indicative spot price of euro by the quantity of euro backing each Share, on a 5 to 10 second delay basis, (3) a delayed indicative value (subject to a 20 minute delay), which is used for calculating premium/discount information; (4) premium/discount information, calculated on a 20 minute delayed basis; (5) the NAV of the Trust as calculated each business day by the Sponsor; (6) accrued interest per Share; (7) the daily Federal Reserve Bank of New York Noon Buying Rate; (8) the Basket Euro Amount and (9) the last sale price (under symbol FXE) of the Shares as traded in the US market, subject to a 20-minute delay, as it is provided free of charge. The Exchange will provide on its own public website (http://www.nyse.com/) a link to the Trust’s website.

· Rule 13 (“Definitions of Orders”),
· Rule 36.30 (“Communications Between Exchange and Members’ Offices”),
· Rule 98 (“Restrictions on Approved Person Associated with a Specialist’s Member Organization”),
· Rule 104 (“Dealings by Specialists”),
· Rule 105(m) (“Guidelines for Specialists’ Specialty Stock Option Transactions Pursuant to Rule 105”),
· Rule 123(e) (“Record of Orders – System Entry Required”) and (f) and “Record of Orders – Reports of Order Executions”),
· Rules 132B and 132C (“Order Tracking System”),
· Rule 460.10 (“Specialists Participating in Contests”),
· Rule 1002 (NYSE Direct+: “Availability of Automatic Feature”), and
· Rule 1005 (NYSE Direct+: “Orders may not be Broken into Smaller Accounts”).

When these Rules discuss Investment Company Units, references to the word “index” (or derivative or similar words) will be deemed to be references to the “euro spot price” and references to the word “security” (or derivative or similar words) will be deemed to be references to the “Currency Trust.” The Shares are not exempt from Exchange Rules 123C (“Market-on-Close/Limit-on-Close Policy”) and 123D (“Pre-Opening Price Indications Policy”).

The Exchange has also adopted new Rule 1301A (“Currency Trust Shares: Securities Accounts and Orders of Specialists”) to ensure that specialists handling the Shares provide the Exchange with all necessary information relating to their trading in the euro (or applicable foreign currency) and futures and options contracts thereon.

Hours of Trading

Trading in the Shares will be until 4:15 p.m.

Exemptive, Interpretive and No-Action Relief Under Federal Securities Regulations and NYSE Rules

The SEC has issued exemptive, interpretive and no-action relief from certain provisions of and rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding trading in the Shares, which is summarized below. As this is only a summary of the relief granted by the SEC, the Exchange also advises interested members to consult the Letter, dated December 5, 2005 from James A. Brigagliano, Esq., Assistant Director, Division of Market Regulation, to George T. Simon, Foley and Lardner, for more complete information regarding the trading practices relief granted by the SEC. In addition, the Exchange has taken an interpretive position with respect to its short sale rule.

Short Sale Rules. Transactions in the Shares will not be subject to “tick” requirements of the short sale rule of the Commission (Rule 10a-1) or the Exchange (Rule 440B). Short orders must be marked SHORT or SHORT EXEMPT.

Rule 200(g) of Regulation SHO- The SEC Division of Market Regulation has stated that the Division will not recommend enforcement action under Rule 200(g) of Regulation SHO if a broker-dealer marks "short" rather than "short exempt" a short sale effected in the Funds pursuant to the exemptions from the price test of Rule 10a-1 that have been granted, subject to specified conditions, including that a broker-dealer executing exempt short sales will mark such sales as "short" and in no event will such sales be marked "long". (See letter from James A. Brigagliano, Assistant Director, Division of Market Regulation, SEC, to Ira Hammerman, Senior Vice President and General Counsel, Securities Industry Association, dated January 3, 2005.)

Regulation M Exemptions. Generally, Rules 101 and 102 of Regulation M is an anti-manipulation regulation that, subject to certain exemptions, prohibits a “distribution participant” and the issuer or selling security holder, in connection with a distribution of securities, from bidding for, purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of a distribution until after the applicable restricted period, except as specifically permitted in Regulation M. The provisions of the Rules apply to underwriters, prospective underwriters, brokers, dealers, and other persons who have agreed to participate or are participating in a distribution of securities, and affiliated purchasers of such persons.
The SEC has granted an exemption from paragraph (d) of Rule 101 under Regulation M to permit persons who may be deemed to be participating in a distribution of Shares to bid for or purchase Shares during their participation in such distribution. The SEC also has granted an exemption from Rule 101 to permit the Distributor to publish research during the applicable restricted period on the Trust’s website.

Rule 102 of Regulation M prohibits issuers, selling security holders, or any affiliated purchaser of such person from bidding for, purchasing, or attempting to induce any person to bid for or purchase a covered security during the applicable restricted period in connection with a distribution of securities effected by or on behalf of an issuer or selling security holder. Rule 100 of Regulation M defines “distribution” to mean any offering of securities that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods. The SEC has granted an exemption from paragraph (e) of Rule 102 to permit the Trust and its affiliated purchasers to redeem Shares during the continuous offering of the Shares.

Section 11(d)(1) of the Exchange Act; Exchange Act Rule 11d1-2. Section 11(d)(1) of the Exchange Act generally prohibits a person who is both a broker and a dealer from effecting any transaction in which the broker-dealer extends credit to a customer on any security which was part of a new issue in the distribution of which he or she participated as a member of a selling syndicate or group within thirty days prior to such transaction. The SEC has taken a no-action position under Section 11(d)(1) of the Exchange Act if broker-dealers (other than the Distributor) that do not create or redeem Shares but engage in both proprietary and customer transactions in Shares exclusively in the secondary market extend or maintain or arrange for the extension or maintenance of credit on Shares in connection with such secondary market transactions.

The SEC has also taken a no-action position under Section 11(d)(1) of the Exchange Act that broker-dealers (other than the Distributor) may treat Shares of the Trust, for purposes of Rule 11d1-2, as “securities issued by a registered . . . open-end investment company as defined in the Investment Company Act” and thereby, extend credit or maintain or arrange for the extension or maintenance of credit on the Shares that have been owned by the persons to whom credit is provided for more than 30 days, in reliance on the exemption contained in the rule.

The SEC has also taken a no-action position under Section 11(d) of the Exchange Act if an Authorized Participant (“AP”) extends or maintains or arranges for the extension or maintenance of credit on Shares in reliance on the class exemption granted in the Letter re: Derivative Products Committee of the Securities Industry Association (“SIA”) (November 21, 2005), provided (1) that the AP does not receive from the Trust, directly or indirectly, any payment, compensation or other economic incentive to promote or sell the Shares to persons outside the Trust, other than non-cash compensation permitted under NASD Rule 2830(I)(5)(A), (B), or (C); and (2) the AP does not extend, maintain or arrange for the extension or maintenance of credit to or for a customer on Shares before thirty days from the start of trading in the Shares (except as otherwise permitted pursuant to Rule 11d1-1). (See letter from Catherine McGuire, Chief Counsel, SEC Division of Market Regulation, to SIA Derivative Products Committee, dated November 21, 2005, available on http://www.sec.gov/.)



Due Diligence

Before a member, member organization, allied member or employee thereof recommends a transaction in the Shares, such person must exercise due diligence to learn the essential facts relative to the customer pursuant to Exchange Rule 405, and must determine that the recommendation complies with all other applicable Exchange and Federal rules and regulations. A person making such recommendation should have a reasonable basis for believing, at the time of making the recommendation, that the customer has sufficient knowledge and experience in financial matters that he or she may reasonably be expected to be capable of evaluating the risks and any special characteristics of the recommended transaction, and is financially able to bear the risks of the recommended transaction.

Trading Halts

In order to halt the trading of the Shares, the Exchange may consider, among other things, factors such as the extent to which trading is not occurring in euro or whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares is subject to trading halts caused by extraordinary market volatility pursuant to Exchange Rule 80B (“Circuit Breaker”).

Prospectus Delivery

Members are advised to consult the section entitled “Plan of Distribution” in the Trust’s prospectus with respect to the prospectus-delivery requirements relating to the Shares.

Surveillance

The Exchange’s surveillance procedures applicable to equity securities will be used for the Shares.

Questions concerning the matters discussed in this Memorandum may be addressed as follows:

General Questions

James P. McGowan (212) 656-2490 (Competitive Position Group)
Michael Cavalier (212) 656-2474 (Office of the General Counsel)

(212) 656-5226

(212) 656-6940