S-1/A 1 file1.htm Table of Contents

As filed with the Securities and Exchange Commission on June 8, 2006

Registration No. 333-132361

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CurrencySharesSM British Pound Sterling Trust

Sponsored by Rydex Specialized Products LLC,
d/b/a Rydex Investments
(Exact name of Registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation or organization)

6189
(Primary Standard Industrial Classification Code Number)

03-6118853
(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)

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. [X]

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. [ ]

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)
British Pound Sterling Shares 150,000 Shares $ 186.08
$ 27,912,000
$ 2,986.58

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The initial Shares will each represent 100 British Pound Sterling per Share and will be issued at a per Share price equal to 100 multiplied by the Federal Reserve Bank of New York’s Noon Buying Rate, or exchange rate of U.S. Dollars per British Pound Sterling. The exchange rate used to calculate the fee is the Noon Buying Rate of $1.8608 per British Pound Sterling on June 6, 2006.

(2) A registration fee in the amount of $2,804.42 was previously paid to the Commission in connection with the registrant’s initial filing of this registration statement on March 17, 2006 and an additional $156.17 was paid to the Commission in connection with the registrant’s filing of Amendment No. 1 to this registration statement on May 8, 2006. These amounts have been credited against the registration fee shown in the table as permitted by Rule 457(a). Accordingly, the registrant is paying $25.99with this filing.

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.



Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on June 8, 2006.

CURRENCYSHARES BRITISH POUND STERLING TRUST
By:    Rydex Specialized Products LLC
          Sponsor of the CurrencyShares British Pound Sterling           Trust
By:      /s/ Carl G. Verboncoeur
     Carl G. Verboncoeur
     CEO and Treasurer

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.

Signature Capacity Date
/s/ Carl S. Verboncoeur Director, CEO and Treasurer
(principal executive officer)		 June 8, 2006
Carl G. Verboncoeur
* Director and CFO
(principal financial officer and principal accounting officer)		 June 8, 2006
Nick Bonos
* Director and Secretary June 8, 2006
Michael Byrum

*By:   /s/ Carl G. Verboncoeur
         Carl G. Verboncoeur
         Attorney-in-Fact

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Exhibit Index


Exhibit Number Description
  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 Opinion of Foley & Lardner LLP as to legality**
  8.1 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.

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