S-1/A

As filed with the Securities and Exchange Commission on August 24, 2011.

Registration No. 333- 174640            

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

CurrencyShares^® Chinese Renminbi 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)

45-6344265

(IRS Employer Identification No.)

805 King Farm Boulevard

Suite 600

Rockville, Maryland 20850

Phone: (301) 296-5100

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

Nikolaos Bonos

Chief Executive Officer

Rydex Investments

805 King Farm Boulevard

Suite 600

Rockville, Maryland 20850

(301) 296-5100

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

Copies to:

Patrick Daugherty, Esq.

Foley & Lardner LLP

321 N. Clark Street

Suite 2800

Chicago, Illinois 60654-5313

Phone: (312) 832-4500

Fax: (312) 832-4700

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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer   ¨ Non-accelerated filer   x Smaller reporting company   ¨

Calculation of Registration Fee

	Amount to be registered	Proposed maximum offering price per Share	Proposed maximum aggregate offering price	Amount of registration fee
Chinese Renminbi Shares	7,000,000 Shares	$78.42(1)	$548,940,000(1)	$63,731.93

(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 500 Chinese Yuan per Share and will be issued at a per Share price equal to 500 divided by The World Markets Company’s Closing Spot Rate, or exchange rate of Chinese Yuan per U.S. Dollar. The exchange rate used to calculate the fee paid to the Commission is the Closing Spot Rate of 6.376 Chinese Renminbi per U.S. Dollar on August 19, 2011.

(2) A registration fee in the aggregate amount of $62,862.35 was previously paid to the Commission in connection with the registrant’s initial filing of this registration statement on June 1, 2011 and amended filing of this registration statement on July 26, 2011. This amount has been credited against the registration fee shown in the table as permitted by Rule 457(a). Accordingly, the registrant is paying $869.58 with 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.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration 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 August 24, 2011

7,000,000 Shares

Chinese Renminbi Shares

The CurrencyShares^® Chinese Renminbi Trust (Trust) issues Chinese Renminbi 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 Mellon is the trustee of the Trust (Trustee), JPMorgan Chase Bank, N.A., London Branch, is the depository for the Trust (Depository), and Rydex Distributors, LLC 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 Chinese Renminbi equal to the net asset value (NAV) of 50,000 Shares on the day that the order to create the Basket is accepted by the Trustee.

The Shares are offered and sold to the public by Authorized Participants at varying prices in U.S. Dollars (USD) determined by reference to, among other things, the market price of the Chinese Renminbi and the trading price of the Shares on NYSE Arca, Inc. (NYSE Arca) 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.

The Shares are listed and trade on NYSE Arca under the symbol “FXCH.” The Shares may also trade in other markets, but the Sponsor has not sought to have the Shares listed by 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 Trust’s two deposit accounts maintained at the Depository and the Chinese Renminbi deposited in them are deposits insured against loss by the Federal Deposit Insurance Corporation (FDIC), any other federal agency of the United States or the Financial Services Compensation Scheme of England.

On August 16, 2011 the Sponsor deposited 500 Chinese Yuan into the primary deposit account of the Trust in exchange for one Share and the Trustee 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 500 Chinese Yuan after the SEC declares effective the registration statement. In order to provide liquidity for the Shares at the commencement of trading, the Initial Purchaser, [            ], will deposit 50 million Chinese Yuan in the primary deposit account of the Trust and the Trustee will instruct DTC to record, and DTC will record, two Baskets totaling 100,000 Shares (constituting 500 Chinese Yuan per Share) as owned by the Initial Purchaser.

The Initial Purchaser intends to offer to the public these 100,000 Shares at a per-Share offering price that will vary depending on, among other factors, the price of the Shares on NYSE Arca 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.

The date of this prospectus is August [    ], 2011

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	16
Overview of the Foreign Exchange Industry	17
The Chinese Renminbi	18
Investment Attributes of the Trust	20
Description of the Trust	21
The Sponsor	22
The Trustee	24
The Depository	25
The Distributor	25
Related Party Transaction	25
CurrencyShares Chinese Renminbi Trust Organizational Chart	26
Description of the Shares	26
Description of the Deposit Account Agreement	27
Creation and Redemption of Shares	29
Description of the Depositary Trust Agreement	33
United States Federal Tax Consequences	40
ERISA and Related Considerations	43
Plan of Distribution	43
Legal Proceedings	44
Legal Matters	44
Experts	45
Where You Can Find More Information	45

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Authorized Participants may be subject to the prospectus delivery requirements of the Securities Act 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 Chinese Renminbi” and “Investment Attributes of the Trust” is based on information obtained from sources that the Sponsor believes to be reliable. In making an investment decision, you must rely on your own examination of the Trust, the foreign exchange market, the market for Chinese Renminbi, the terms of the offering and the Shares, including the merits and risks involved.

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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. See “Glossary of Terms” beginning on page 14 for a description of certain terms used in this prospectus.

TRUST STRUCTURE

The Trust is a grantor trust formed under the laws of the State of New York pursuant to the Depositary Trust Agreement. The Trust holds Chinese Renminbi and from time to time issues Baskets in exchange for deposits of Chinese Renminbi and distributes Chinese Renminbi in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price in USD of the Chinese Renminbi. Earning income for Shareholders is not the objective of the Trust. Whether investors earn income primarily depends on the relative value of the Chinese Renminbi and the USD. If the Chinese Renminbi appreciates relative to the USD and a Shareholder sells Shares, the Shareholder will earn income. If the Chinese Renminbi depreciates relative to the USD and a Shareholder sells Shares, the Shareholder will incur a loss.

The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in Chinese Renminbi. The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust. The Shares are listed and trade on NYSE Arca under the symbol “FXCH.” The Shares may also trade in other markets, but the Sponsor has not sought to have the Shares listed by any other market.

The Sponsor, Rydex Specialized Products LLC d/b/a “Rydex Investments,” a Delaware limited liability company, established the Trust and is responsible 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.

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 Mellon, 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 withdrawing the Trust’s Chinese Renminbi, 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 Bank, N.A., London Branch. The Depository and the Trustee have elected the laws of England to govern the Deposit Account Agreement between them. The Depository accepts Chinese Renminbi deposited with it by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of Chinese Renminbi into and out of the Trust through the two deposit accounts maintained with it by the Trust. The Depository may pay interest on the primary deposit account but does not pay interest on the secondary deposit account. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The material terms of the Depositary Trust Agreement are discussed in greater detail in “Description of the Depositary Trust Agreement.” The general role, responsibilities and regulation of the Depository and the two deposit accounts 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,” “Description of the Depositary Trust Agreement” and “Description of the Deposit Account Agreement.”

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The Distributor, Rydex Distributors, LLC, is a limited liability company formed under the laws of the State of Kansas. The Distributor assists the Sponsor in marketing the Shares. Specifically, the Distributor prepares marketing materials regarding the Shares, including the content of the Trust’s website, executes the marketing plan for the Trust and provides strategic and tactical research on the foreign exchange markets, in each case in compliance with applicable laws and regulations. The Distributor and the Sponsor are affiliates of one another. There is no written agreement between them, and no compensation is paid by the Sponsor to the Distributor in connection with services performed by the Distributor for the Trust. See “The Distributor” for more information.

INVESTMENT ATTRIBUTES OF THE TRUST

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 Chinese Renminbi. The costs of purchasing Shares should not exceed the costs associated with purchasing any other publicly-traded equity securities. The Shares are an investment that is:

Easily Accessible. Investors are able to access the market for Chinese Renminbi through a traditional brokerage account. The Shares are bought and sold on NYSE Arca like any other exchange-listed security.

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

Transparent. The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The value of the holdings of the Trust are 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. Further, the ratio of Chinese Renminbi to Shares may decrease due to withdrawals made to pay Trust expenses in the event that the interest income of the Trust is not sufficient to cover the entirety of the Trust expenses. See “Risk Factors” and “The Depository.”

PRINCIPAL OFFICES

The principal offices of the Sponsor, the Trust and the Distributor are the offices of Rydex Investments at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. The telephone number of Rydex Investments at that address is (800) 820-0888. Neither the Sponsor, the Trust nor the Distributor 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.

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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 Chinese Renminbi. 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.

NYSE Arca symbol FXCH

CUSIP 23131C107

Creation and redemption The Trust creates and redeems 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 Chinese Renminbi 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. The amount of Chinese Renminbi required to create a Basket or to be delivered upon the redemption of a Basket may gradually decrease over time if the Trust’s Chinese Renminbi are withdrawn to pay the Trust’s expenses. See “Investment Attributes of the Trust — Trust Expenses.” 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 JPMorgan Chase Bank, N.A., London Branch, will maintain two Chinese Renminbi-denominated, demand deposit accounts for the Trust: a primary deposit account that may earn interest and a secondary deposit account that does not earn interest. The secondary deposit account will be used to account for any interest that may be received and paid on creations and redemptions of Baskets. The secondary deposit account will also be used to account for interest earned on the primary deposit account, if any, to pay Trust expenses and to distribute any excess interest to Shareholders on a monthly basis. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The initial annual nominal interest rate as set forth in the Deposit Account Agreement is 0.1%. The Depository may change this rate in the future based upon changes in market conditions or the Depository’s liquidity needs. The Depository will notify the Sponsor of the interest rate applied each business day after the close of such business day. The Sponsor will disclose the interest rate on the Trust’s website. If the Sponsor believes that the interest rate paid by the Depository is not competitive, the Sponsor’s sole

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recourse will be to remove the Depository by terminating the Deposit Account Agreement and closing the accounts. See “Description of the Deposit Account Agreement.” Neither the Trustee nor the Sponsor has the power or authority to deposit the Trust’s Chinese Renminbi with any other person, entity or account. Interest earned on the deposited Chinese Renminbi, if any, 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. If the Trust’s expenses exceed interest earned, the Trustee will withdraw Chinese Renminbi held by the Trust to pay the excess, thereby reducing the number of Chinese Renminbi per Share. The payment of expenses by the Trust is a taxable event to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.

Neither the Shares nor the Deposit Accounts and the Chinese Renminbi deposited in them are deposits insured against loss by the FDIC, 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 USD, of the Trust’s assets, less its liabilities (which include estimated accrued but unpaid fees and expenses). The Trustee calculates, and the Sponsor publishes, the Trust’s net asset value (NAV) each business day. To calculate the NAV, the Trustee adds to the amount of Chinese Renminbi in the Trust at the end of the preceding business day accrued but unpaid interest, if any, Chinese Renminbi receivable under pending purchase orders and the value of other Trust assets, and subtracts the accrued but unpaid Sponsor’s fee, Chinese Renminbi payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV is expressed in USD based on the Closing Spot Rate as determined by The WM Company at 4:00 PM (London time) on each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent determination of the Closing Spot Rate by The WM Company shall be used to determine the NAV of the Trust unless the Sponsor determines that such price is inappropriate to use as the basis for such valuation. In the event that the Sponsor determines that the most recent determination of the Closing Spot Rate is not an appropriate basis for valuation of the Trust’s Chinese Renminbi, the Sponsor will

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determine an alternative basis for such evaluation to be employed by the Trustee. Such an alternative basis may include reference to other exchange-traded securities that reflect the value of the Chinese Renminbi relative to the USD. The use of any alternative basis to determine NAV would be disclosed on the Trust’s website. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. The Sponsor publishes the NAV and NAV per Share on each day that NYSE Arca is open for regular trading on the Trust’s website, www.currencyshares.com.

Trust expenses The Trust’s only ordinary recurring expense is 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, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $100,000 per annum in legal fees and expenses, applicable license fees and NYSE Arca listing fees. The Trust may incur additional expenses in certain other circumstances. These additional expenses include expenses not assumed by the Sponsor, 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 and the Trustee (to the extent not paid by the Sponsor) under the Depositary Trust Agreement and legal fees and expenses in excess of $100,000 per year. If these additional expenses are incurred, the Trust will be required to pay these expenses by withdrawing deposited Chinese Renminbi and the amount of Chinese Renminbi represented by a Share will decline at such time. Accordingly, the Shareholders will effectively bear the cost of these other expenses, if incurred. Although the Sponsor cannot definitively state the frequency or magnitude of such expenses, the Sponsor predicts that they will occur infrequently, if at all. See “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 Chinese Renminbi 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 have been incurred each month, the Trustee first withdraws Chinese Renminbi the Trust has earned as interest, if any. If that is not sufficient to pay the Trust’s expenses, then the Trustee will withdraw deposited Chinese Renminbi as needed. See “Investment Attributes of the Trust — Trust Expenses” and “Description of the Depositary Trust Agreement —

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	Expenses of the Trust.” The payment of expenses in Chinese Renminbi and the conversion of Chinese Renminbi to USD, if required to pay expenses of the Trust, are generally taxable events to U.S. Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.” The Sponsor does not anticipate any non-ordinary recurring expenses that will be paid from the Trust.
Termination events	The Trustee will terminate the Trust if any 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;
	•      Shareholders holding at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust;
	•      the Depository resigns or is removed; or
	•      the Trustee receives notice from the IRS or from counsel for the Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Internal Revenue Code of 1986, as amended (Internal Revenue Code).
	The Sponsor may, in its sole discretion, direct the Trustee to terminate the Trust if any of the following events occur:
	•      the Shares are delisted from NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Shares are delisted;
	•      the SEC determines that the Trust is an investment company under the Investment Company Act;
	•      the NAV of the Trust remains less than $100 million for 30 consecutive business days;
	•      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; or
	•      DTC stops providing book-entry settlement services for the Shares.
	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 August 16, 2051 if it has not been terminated prior to that date.

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Upon termination of the Trust, Authorized Participants may surrender Baskets and will receive the amount of Chinese Renminbi represented by their Baskets. 90 days or more after the termination of the Trust, the Trustee will sell the Trust’s remaining Chinese Renminbi and, after payment or provision for the Trust’s liabilities, will distribute USD to the Shareholders. 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 Chinese Renminbi 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 NYSE Arca 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 All Shares are evidenced by one or more global certificates issued by the Trustee to DTC. The Shares are available only in book-entry form. Shareholders may hold their Shares through DTC, if they are DTC Participants, or through Authorized Participants or Indirect Participants.

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Summary Financial Condition

As of August 16, 2011, the date of formation of the Trust and the date the Sponsor deposited 500 Chinese Yuan in the Trust’s primary deposit account with the Depository, the NAV of the Trust, which represents the value of the Chinese Renminbi deposited into the Trust in exchange for the initial Share, was $78 and the NAV per Share was $78. See “Statement of Financial Condition” on page F-3.

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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. See “Glossary of Terms” beginning on page 14 for a description of certain terms used in this prospectus.

The value of the Shares relates directly to the value of the Chinese Renminbi held by the Trust. Fluctuations in the price of the Chinese Renminbi could materially and adversely affect the value of the Shares.

The Shares are designed to reflect the price of the Chinese Renminbi, plus accumulated interest, less the Trust’s expenses. From August 23, 2010, which is the first date a spot rate for the offshore Chinese Renminbi to USD is available, to July 29, 2011, the exchange rate of Chinese Renminbi to one U.S. Dollar has ranged from a high of 6.7850 on September 1, 2010 to a low of 6.4300 on July 29, 2011 and averaged 6.5643. Several factors may affect the price of the Chinese Renminbi, including:

• Debt level and trade deficit or surplus of China;

• Inflation rates of the United States and China and investors’ expectations concerning inflation rates;

• Interest rates of the United States and China and investors’ expectations concerning interest 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 Chinese Renminbi may not maintain its long-term value in terms of purchasing power in the future. When the price of the Chinese Renminbi declines, the Sponsor expects the price of a Share to decline as well.

There is no assurance that the USD/Chinese Renminbi exchange rate will be stable or that the Chinese Renminbi will maintain its value or increase in value relative to the USD. Volatility is difficult to predict and could materially and adversely affect the performance of the Shares. Devaluation of the Chinese Renminbi relative to the USD would decrease the value of the Shares.

The Chinese government historically pegged the Chinese Renminbi to the USD. Amid international pressure to allow the currency to float freely, subject to market forces, in July 2010 China announced that the Chinese Renminbi would be pegged to a basket of currencies. The Chinese government has not formally stated what currencies are contained in the basket of currencies. Although the USD/Chinese Renminbi exchange rate has been relatively stable since July 2010, there is no assurance that the exchange rate will remain stable. Volatility in the USD/Chinese Renminbi exchange rate could materially and adversely affect the performance of the Shares. Devaluation of the Chinese Renminbi relative to the USD would decrease the value of the Shares.

Foreign exchange rates are influenced by the factors identified in the preceding risk factor 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. These events and actions are unpredictable. Also, in the past, the Chinese government has implemented a variety of capital controls in order to influence the price of the Chinese Renminbi relative to the USD. Capital controls include the prohibition of, or restrictions on, the ability to buy, sell or transfer Chinese Renminbi. The exercise of such controls by the Chinese government is unpredictable.

If interest earned by the Trust does not exceed expenses, the Trustee will withdraw Chinese Renminbi from the Trust to pay these excess expenses which will reduce the amount of Chinese Renminbi represented by each Share and potentially result in adverse tax consequences for Shareholders.

Each outstanding Share will represent a fractional, undivided interest in the Chinese Renminbi held by the Trust. Although the Trust will generate interest, it is possible that the amount of interest earned may not exceed expenses, in which case the Trustee will withdraw Chinese Renminbi from the Trust to pay these excess expenses. As a result, the amount of Chinese Renminbi represented by each Share may gradually decline over time. This is true even if additional Shares are issued in exchange for additional deposits of Chinese Renminbi into the Trust, as the amount of Chinese Renminbi required to create Shares will proportionately reflect the amount of Chinese Renminbi represented by the Shares outstanding at the time of creation. Assuming a constant Chinese Renminbi price, if expenses exceed interest earned, the trading price of the Shares will gradually decline relative to the price of the Chinese Renminbi as the amount of Chinese Renminbi represented by the Shares gradually declines. In this event, the Shares will only maintain their original price if the price of the Chinese Renminbi increases. There is no guarantee that interest earned by the Trust in the future will exceed the Trust’s expenses.

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Investors should be aware that a gradual decline in the amount of Chinese Renminbi represented by the Shares may occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of the Chinese Renminbi. The estimated ordinary operating expenses of the Trust, which accrue daily, are described in “Investment Attributes of the Trust — Trust Expenses.”

The payment of expenses by the Trust will result in a taxable event to Shareholders. To the extent Trust expenses exceed interest paid to the Trust, a gain or loss may be recognized by Shareholders depending on the tax basis of the tendered Chinese Renminbi. See “United States Federal Tax Consequences – Taxation of U.S. Shareholders” for more information.

The interest rate paid by the Depository, if any, may not be the best rate available. If the Sponsor determines that the interest rate is inadequate, then its sole recourse is to remove the Depository and terminate the Deposit Accounts.

The Depository is committed to endeavor to pay a competitive interest rate on the balance of Chinese Renminbi in the primary deposit account of the Trust, but there is no guarantee of the amount of interest that will be paid, if any, on this account. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The initial annual nominal interest rate as set forth in the Deposit Account Agreement is 0.1%. The Depository may change the rate at which interest accrues, including reducing the interest rate to zero, based upon changes in market conditions or the Depository’s liquidity needs. The Depository will notify the Sponsor of the interest rate applied each business day after the close of such business day. The Sponsor will disclose the current interest rate on the Trust’s website. If the Sponsor believes that the interest rate paid by the Depository is not adequate, the Sponsor’s sole recourse is to remove the Depository and terminate the Deposit Accounts. The Depository is not paid a fee for its services to the Trust; rather, it generates 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 Chinese Renminbi 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.

If the Trust incurs expenses in USD, the Trust would be required to sell Chinese Renminbi to pay these expenses. The sale of the Trust’s Chinese Renminbi to pay expenses in USD at a time of low Chinese Renminbi prices could adversely affect the value of the Shares.

The Trustee will sell Chinese Renminbi held by the Trust to pay Trust expenses, if any, incurred in USD, irrespective of then-current Chinese Renminbi prices. The Trust is not actively managed and no attempt will be made to buy or sell Chinese Renminbi to protect against or to take advantage of fluctuations in the price of the Chinese Renminbi. Consequently, if the Trust incurs expenses in USD, the Trust’s Chinese Renminbi may be sold at a time when the Chinese Renminbi price is low, resulting in a negative effect on the value of the Shares.

The Deposit Accounts are 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 Accounts 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 these accounts 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 do 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 Accounts and the Chinese Renminbi deposited in them are deposits insured against loss by the FDIC, any other federal agency of the United States or the Financial Services Compensation Scheme of England.

If the Depository becomes insolvent, 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 Chinese Renminbi held in the Deposit Accounts.

Chinese Renminbi deposited in the Deposit Accounts by an Authorized Participant are commingled with Chinese Renminbi deposited by other Authorized Participants and are held by the Depository in either the primary deposit account or the secondary deposit account of the Trust. Chinese Renminbi held in the Deposit Accounts are not segregated from the Depository’s other assets.

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The Trust has no proprietary rights in or to any specific Chinese Renminbi held by the Depository and will be an unsecured creditor of the Depository with respect to the Chinese Renminbi held in the Deposit Accounts 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 Chinese Renminbi deposited by the Trust or the Authorized Participant and, in such event, the Trust and any Authorized Participant will generally have no right in or to assets other than those of the Depository.

In the case of insolvency of the Depository or JPMorgan Chase Bank, N.A., the U.S. bank of which the Depository is a branch, a liquidator may seek to freeze access to the Chinese Renminbi held in all accounts by the Depository, including the Deposit Accounts. The Trust and the Authorized Participants could incur expenses and delays in connection with asserting their claims. These problems would be exacerbated by the fact that the Deposit Accounts are not held in the U.S. but instead are held at the London branch of a U.S. national bank, where they are subject to English insolvency law. Further, under U.S. law, in the case of the insolvency of JPMorgan Chase Bank, N.A., the claims of creditors in respect of accounts (such as the Trust’s Deposit Accounts) that are maintained with an overseas branch of JPMorgan Chase Bank, N.A. will be subordinate to claims of creditors in respect of accounts maintained with JPMorgan Chase Bank, N.A. in the U.S., greatly increasing the risk that the Trust and the Trust’s beneficiaries would suffer a loss.

Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act.

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 Trust is not registered as an investment company under the Investment Company Act and is not required to register under that act. Consequently, Shareholders do not have the regulatory protections afforded to investors in registered investment companies.

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

As interests in a grantor trust, the Shares 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 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, which would trigger 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 can terminate its role as depository for any reason whatsoever upon 150 days’ notice to the Trust. If directed by the Sponsor, the Trustee must terminate the Depository. Such a termination might result, for example, if the Sponsor determines that the interest rate paid by the Depository is inadequate. In the event that the Depository were to resign or be removed, the Trust will be terminated.

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Shareholders may incur significant fees upon the termination of the Trust.

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 would be required to terminate the Trust. Authorized Participants tendering Baskets within 90 days of the Trust’s termination will receive the amount of Chinese Renminbi represented by their Baskets. Shareholders may incur significant fees if they choose to convert the Chinese Renminbi they receive to USD. 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 Chinese Renminbi 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 Chinese Renminbi as part of their reserve assets. The official sector holds a significant amount of Chinese Renminbi 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 Chinese Renminbi simultaneously or in an uncoordinated manner, the demand for Chinese Renminbi might not be sufficient to accommodate the sudden increase in the supply of Chinese Renminbi to the market. Consequently, the price of the Chinese Renminbi 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 through the Trust. All other investors that desire to purchase or sell Shares must do so through NYSE Arca or in other markets, if any, in which the Shares are 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 Depositary 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 written notice is given to Shareholders.

The License Agreement with The Bank of New York Mellon may be terminated by The Bank of New York Mellon in the event of a material breach. Termination of the License Agreement might lead to early termination and liquidation of the Trust.

The Bank of New York Mellon 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 The Bank of New York Mellon covering systems and methods for securitizing a commodity. The Sponsor’s affiliate has sublicensed the license to the Sponsor. The

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license is limited to a non-exclusive grant for the life of The Bank of New York Mellon’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 The Bank of New York Mellon’s patent applications issue as patents, then The Bank of New York Mellon 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.

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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 Sponsor and the Trustee. Only Authorized Participants may place orders to create or redeem Baskets.

“Basket Chinese Renminbi Amount” — The deposit required to create one or more Baskets pursuant to a purchase order. This deposit will be an amount of Chinese Renminbi 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.

“Chinese Renminbi” — The official currency of the People’s Republic of China.

“Chinese Yuan” — The unit of account for Chinese Renminbi.

“Closing Spot Rate” — The USD/Chinese Renminbi exchange rate as determined by The WM Company at 4:00 PM (London fixing) on each day that NYSE Arca is open for regular trading.

“Deposit Accounts” — The primary and secondary Chinese Renminbi-denominated, demand accounts of the Trust established with the Depository by the Deposit Account Agreement. The Deposit Accounts hold the Chinese Renminbi 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 Accounts with the Depository.

“Depositary Trust Agreement” – The agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust.

“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.

“Foreign exchange” — The exchange of one currency for another.

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

“Internal Revenue Code” — The Internal Revenue Code of 1986, as amended.

“Investment Company Act” — The Investment Company Act of 1940, as amended.

“NAV” — Net asset value. The Trustee calculates, and the Sponsor publishes, the Trust’s NAV each business day as soon as practicable after The WM Company announces the Closing Spot Rate. To calculate the NAV, the Trustee adds to the amount of Chinese Renminbi in the Trust at the end of the preceding day accrued but unpaid interest, if any, Chinese Renminbi receivable under pending purchase orders and the value of other Trust assets, and subtracts the accrued but unpaid Sponsor’s fee, Chinese Renminbi payable under pending redemption orders and other Trust expenses and liabilities, if any.

“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 Chinese Renminbi required for creation and redemption.

“Securities Act” — The Securities Act of 1933, as amended.

“Securities Exchange Act” — The Securities Exchange Act of 1934, as amended.

“Shareholder” — Any owner of a Share (whether such owner owns through DTC, a DTC Participant or an Indirect Participant).

“Sponsor Indemnified Party” — The Sponsor, its members, officers, employees and agents.

“SWIFT” — Society for Worldwide Interbank Financial Telecommunication.

“The WM Company” — The World Markets Company PLC, a State Street business.

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“USD” or “$” — United States Dollar or Dollars.

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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 the Chinese Renminbi 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 Chinese Renminbi. Such proceeds will be deposited into the Deposit Accounts. 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.

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Overview of the Foreign Exchange Industry

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. “Forward” trades are transactions that settle on a date beyond spot and “swap” transactions are 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. 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).

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.

Much of the foregoing information is taken from A Foreign Exchange Primer by Shani Shamah (John Wiley & Sons Ltd., 2003).

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The Chinese Renminbi

In 2010, China became the world’s largest exporter and the second largest economy in the world. China has sustained average economic growth of over 9.5% for the past 26 years. With the world’s largest population of approximately 1.3 billion people, China’s 2010 gross domestic product per capita was $7,600.

Chinese Renminbi has been the official currency of China since 1949. The People’s Bank of China has been functioning as the central bank of China since 1983. After keeping its currency pegged to the USD, in July 2005 China revalued its currency by 2.1% against the USD and moved to an exchange rate system that referenced a basket of currencies said by the Chinese government to include currencies of China’s major trading partners such as the USD, Euro, Japanese Yen and Singapore Dollar. In 2008, during the global financial crisis, China pegged the Chinese Renminbi to the USD again. Amid international pressure to allow the currency to float freely, subject to market forces, China announced a return to the basket-based approach in July 2010. The mix of currencies contained in the “basket” is controlled by the Chinese government, and the exact allocations are unknown to the public.

As part of China’s plans to make Chinese Renminbi a more flexible currency for settling cross-border trade, with the ultimate aim of creating a freely floating (unpegged) currency, China has implemented two versions of its currency: the onshore version (CNY) and the offshore version (CNH). The reason for using two versions is to facilitate a controlled roll-out of Chinese Renminbi as an international currency for trade, investment and reserve, without exposing the Chinese economy to possible shocks.

The advent of CNH began in 2003 when the People’s Bank of China and the Hong Kong Monetary Authority agreed that Hong Kong banks could conduct personal business in Chinese Renminbi on a trial basis and The Bank of China (Hong Kong) was designated as the Chinese Renminbi clearing bank. The roll-out progressed slowly until the summer of 2010, when a flurry of government initiatives led to, among other things, expansion of the CNY trade settlement scheme to include businesses from 20 provinces in mainland China, creation of CNH investment products, and increased opportunity for movement of CNH onto the mainland.

The Chinese Renminbi deposited into and held by the Trust, and accordingly represented by Shares, are the CNH version of the currency.

Although CNY and CNH are the same currency, they have different exchange rates due to different supply and demand conditions. The chart below demonstrates a comparison of the spot rates for the CNY and CNH:

Source: Bloomberg Professional Service

In addition, China has adopted restrictive regulations concerning international transfer and settlement of, and other transactions involving, CNY, while CNH, in contrast, is less-regulated.

The following chart illustrates movements in the price of the Chinese Renminbi in USD as reported by the Bloomberg Professional Service.

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Investment Attributes of the Trust

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

REASONS FOR INVESTING IN THE CHINESE RENMINBI

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 the Chinese Renminbi. 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 the Chinese Renminbi in order to take advantage of short-term tactical or long-term strategic opportunities. From a tactical perspective, an investor that believes that the USD is weakening relative to the Chinese Renminbi may choose to buy Shares in order to capitalize on the potential movement. An investor that believes that the Chinese Renminbi is overvalued relative to the USD 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 risk through the purchase or sale of Chinese Renminbi. For example, in the case where a U.S. investor has a portfolio consisting of Chinese equity and fixed income securities, the investor may decide to hedge the currency exposure that exists within the Chinese 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 Chinese 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 MARKET FOR THE CHINESE RENMINBI

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 Chinese Renminbi. The costs of purchasing Shares should not exceed the costs associated with purchasing any other publicly-traded equity securities. The Shares are an investment that is:

Easily Accessible. Investors are able to access the market for the Chinese Renminbi through a traditional brokerage account. The Shares are bought and sold on NYSE Arca like any other exchange-listed security.

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

Transparent. The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The value of the holdings of the Trust are 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.”

INTEREST ON DEPOSITED CHINESE RENMINBI

JPMorgan Chase Bank, N.A., London Branch, maintains two deposit accounts for the Trust: a primary deposit account that may earn interest and a secondary deposit account that does not earn interest. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The initial annual nominal interest rate as set forth in the Deposit Account Agreement is 0.1%. The Depository may change the rate at which interest accrues based upon

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changes in market conditions or the Depository’s liquidity needs. The Depository will notify the Sponsor of the interest rate applied each business day after the close of such business day. The Sponsor will disclose the current interest rate on the Trust’s website. If the Sponsor believes that the interest rate paid by the Depository is not competitive, the Sponsor’s sole recourse will be to remove the Depository by terminating the Deposit Account Agreement and closing the accounts.

The secondary deposit account is used to account for any interest that may be received and paid on creations and redemptions of Baskets. The secondary deposit account is also used to account for interest earned on the primary deposit account, if any, pay Trust expenses and distribute any excess interest to Shareholders on a monthly basis. In the event that the interest deposited exceeds the sum of the Sponsor’s fee for the prior month plus other Trust expenses, if any, then the Trustee will direct that the excess be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro-rata basis (in accordance with the number of Shares that they own).

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 Arca 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 Chinese Renminbi in the Trust. Each month, the Trust first withdraws Chinese Renminbi the Trust has earned as interest, if any, to pay the Sponsor’s fee and any other Trust expenses that have been incurred. If that interest is not sufficient to fully pay the Sponsor’s fee and other Trust expenses, then the Trustee will withdraw Chinese Renminbi as needed from the primary deposit account to pay these expenses. 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 withdrawing Chinese Renminbi from the primary deposit account. If the Trust were to incur expenses in USD (which is not anticipated), Chinese Renminbi will be converted to USD at a prevailing market rate at the time of conversion to pay these expenses. An example of when the Trust may incur expenses in USD would be in the unanticipated instance where the Sponsor determines that it will resign, thereby terminating the Trust, and the Trust then undertakes an orderly dissolution, all due to changes or restrictions imposed by the Chinese government requiring reversion of Chinese Renminbi into USD. The payment of expenses in Chinese Renminbi and the conversion of Chinese Renminbi to USD, if required to pay expenses of the Trust, are taxable events to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsor’s fee. These exceptions include expenses not assumed by the Sponsor, 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 extraordinary expenses described 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 transaction fees to the Trustee, which will not be contributed to the Trust, for each creation or redemption order.

Description of the Trust

The Trust was formed under the laws of the State of New York on August 16, 2011 when the Sponsor and the Trustee signed the Depositary Trust Agreement and the Sponsor deposited 500 Chinese Yuan in the primary deposit account. The Trust holds Chinese Renminbi and is expected from time to time to issue Baskets in exchange for deposits of Chinese Renminbi and to distribute Chinese Renminbi in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price in USD of the Chinese Renminbi. 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 Chinese Renminbi 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 payment of expenses in Chinese Renminbi and the conversion of Chinese Renminbi to USD, if necessary to pay expenses of the Trust, are taxable events to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

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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 Chinese Renminbi. Shareholders pay for Shares with USD.

The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of Chinese Renminbi represented by the Baskets being created or redeemed. This amount is based on the total Chinese Renminbi represented by the number of Shares included in the Baskets being created or redeemed. Baskets may be created or redeemed only by Authorized Participants. Authorized Participants will pay transaction fees for each order to create or redeem Baskets. See “Creation and Redemption of Shares.” 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 Chinese Renminbi in the Trust at the end of the preceding day accrued but unpaid interest, Chinese Renminbi receivable under pending purchase orders and the value of other Trust assets, and will subtract the accrued but unpaid Sponsor’s fee, Chinese Renminbi payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV will be expressed in USD based on the Closing Spot 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 the Chinese Renminbi; 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 Chinese Renminbi on demand deposit in two Chinese Renminbi -denominated accounts at JPMorgan Chase Bank, N.A., London Branch: a primary deposit account that may earn interest and a non-interest bearing secondary account. The Trust does not hold any derivative products. Each Share represents a proportional interest, based on the total number of Shares outstanding, in the Chinese Renminbi owned by the Trust, plus accrued and unpaid interest, if any, 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 Chinese Renminbi 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 the Chinese Renminbi 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, will provide ongoing pricing information for Chinese Renminbi 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/asiapac_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 NYSE Arca is open for regular trading and is posted on the Trust’s website. The Trust will terminate upon the occurrence of any of the termination events listed in the Depositary Trust Agreement and will otherwise terminate on August 16, 2051. See “Description of the Depositary Trust Agreement — Termination of the Trust.”

The Sponsor

The Sponsor of the Trust is Rydex Specialized Products LLC, a Delaware limited liability company. 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 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, and the Sponsor does not own or lease any other property.

Rydex Specialized Products LLC sponsored the first exchange-traded product limited solely to particular foreign currency, the CurrencyShares^® Euro Trust (NYSE Arca: FXE). In addition to the CurrencyShares^® Euro Trust and the Trust, Rydex also sponsors eight other exchange-traded products limited solely to foreign currency, as follows: CurrencyShares^® Australian Dollar Trust (NYSE Arca: FXA); CurrencyShares^® British Pound Sterling Trust (NYSE Arca: FXB); CurrencyShares^® Canadian Dollar Trust (NYSE Arca: FXC); CurrencyShares^® Japanese Yen Trust (NYSE Arca: FXY); CurrencyShares^® Mexican Peso Trust (NYSE Arca: FXM); CurrencyShares^® Russian Ruble Trust (NYSE Arca: XRU); CurrencyShares^® Swedish Krona Trust (NYSE Arca: FXS); and CurrencyShares^® Swiss Franc Trust (NYSE Arca: FXF).

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Nikolaos Bonos and Joseph Arruda serve as the Chief Executive Officer and Chief Financial Officer of the Sponsor, respectively. The Sponsor’s Board of Managers is composed of Mr. Arruda, Mr. Bonos and Michael Byrum.

Nikolaos Bonos, 47, has been the Chief Executive Officer of the Sponsor since May 2009. Mr. Bonos has been a Manager of the Sponsor since September 2005. Prior to his appointment as Chief Executive Officer, Mr. Bonos served as the Chief Financial Officer of the Sponsor beginning in September 2005. Mr. Bonos has served as Executive Officer of Rydex Fund Services LLC, an affiliate of the Sponsor, from January 2009 to the present and as Senior Vice President of Rydex Fund Services LLC, from December 2003 to August 2006 and Vice President of Accounting of Rydex Fund Services LLC, from 2001 to December 2003. Mr. Bonos holds a Bachelor of Science in Business Administration with a major in Finance from Suffolk University.

Joseph Arruda, 44, has been the Chief Financial Officer of the Sponsor since May 2009. Mr. Arruda has been a Manager of the Sponsor since July 2009. Prior to his appointment as Chief Financial Officer, Mr. Arruda served as Vice President, Fund Accounting, and Administration, of the Sponsor beginning in 2003. From 1997 to 2003, Mr. Arruda served as Vice President, Fund Accounting at State Street Corporation. He holds a Bachelor of Science with a Finance and Accounting concentration from Bridgewater State College.

Michael Byrum, 40, has served as a Manager of the Sponsor since September 2005. Since August 2006, he has served as the Chief Investment Officer, of Rydex Advisors II, LLC (RAII), and Rydex Advisors, LLC (RA), affiliates of the Sponsor, and each of which were merged into Security Investors, LLC, also an affiliate of the Sponsor, as of January 3, 2011. Mr. Byrum served as the Executive Vice President of RAII from December 2002 to May 2004, and as President of RA from May 2004 until January 2011. He has served as Senior Vice President of Security Investors, LLC, since December 1, 2010. Mr. Byrum is a Chartered Financial Analyst and has a Bachelor of Science in Business Administration with a major in Finance from Miami University of Ohio.

The Sponsor established the Trust and is responsible 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 provides any required certification for such reports. The Sponsor designates the independent registered public accounting firm of the Trust and from time to time employs legal counsel for the Trust.

The Distributor will assist the Sponsor in marketing the Shares. 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 terminate the Trust if certain criteria are met. If the market capitalization of the Trust is less than $300 million at any time for five consecutive trading days, then the Sponsor may, 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

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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 specifying such default from the Sponsor or Shareholders acting on behalf of at least 25% of the outstanding Shares, the Sponsor 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 by the Trust to the Sponsor as compensation for services performed under the Depositary Trust Agreement. The Sponsor’s fee accrues daily at an annual nominal rate of 0.40% of the Chinese Renminbi in the Trust. Additionally, Authorized Participants will pay a variable fee to the Sponsor for creation orders and redemption orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will not exceed $2,000 for each creation or redemption order, as set forth in the Participant Agreement.

M7 Ventures, LLC, a Delaware limited liability company, provided product development support and consulting to the Sponsor in connection with the initial registration of the Shares 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 past and future efforts, the Sponsor has agreed to pay M7 a recurring fee for the duration of the Trust. M7 and the Sponsor have agreed to maintain the confidentiality of 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 Mellon, a banking corporation with trust powers organized under the laws of the State of New York, serves as the Trustee. The Bank of New York Mellon has a trust office at 2 Hanson Place, Brooklyn, New York 11217. The Bank of New York Mellon 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 The Bank of New York Mellon. A copy of the Depositary Trust Agreement is available for inspection at The Bank of New York Mellon’s trust office identified above and on the SEC’s website at www.sec.gov. Under the Depositary Trust Agreement, the Trustee may be removed if it fails 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 withdrawing the Trust’s Chinese Renminbi as needed to pay the Trust’s expenses, 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.

The Trustee did not select the Depository and is not responsible for the terms, validity or enforceability of the Deposit Account Agreement. The Trustee reviews statements of the Depository relating to the Trust’s deposit accounts and arranges for inspections and audits of the Trust’s deposit accounts and operations of the Depository when instructed by the Sponsor. The Trustee does not otherwise monitor the Depository and is not liable for any loss or damage resulting from any act, omission, insolvency or other failure of the Depository.

Following payment of the Sponsor’s fee and other Trust expenses, if any, the Trustee will direct that any interest on the primary deposit account that exceeds the Trust’s expenses be converted into USD and the Trustee will distribute the USD as promptly as practicable to Shareholders. See “Investment Attributes of the Trust — Interest on Deposited Chinese Renminbi.”

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 Chinese Renminbi or Shares for their own account.

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The Depository

JPMorgan Chase Bank, N.A., London Branch, is the Depository. The Depository accepts Chinese Renminbi deposited with it as a banker by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of Chinese Renminbi into and out of the Trust through the primary and secondary deposit accounts maintained with it as a banker by the Trust.

The Depository may pay interest on the primary deposit account. Interest on the primary deposit account, if any, accrues daily and is paid by the Depository monthly through a deposit into the secondary deposit account. If the Depository does not pay interest on the primary deposit account, the Trust may be required to utilize the principal in the account to cover its expenses, which would lead to dilution for the Shareholders. The Sponsor does not contemplate changing depositories in order to prevent Shareholders from experiencing dilution of the amount of Chinese Renminbi composing a Share, as the inconvenience to Authorized Participants that deliver currency to and receive currency from the present depository would be considerable and, in the experience of the Sponsor, other depositories are unlikely to be able to pay interest at an increased rate on a consistent basis so as to prevent such dilution.

The Depository is not paid a fee for its services to the Trust. The Depository earns a “spread” or “margin” over the rate of interest it pays to the Trust on the Chinese Renminbi 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 Chinese Renminbi or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

The Distributor

Rydex Distributors, LLC, a Kansas limited liability company, is the Distributor. The Distributor is a registered broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority, Inc.

The Distributor assists the Sponsor in developing an ongoing marketing plan for the Trust, 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. The Distributor and the Sponsor are affiliates of one another. There is no written agreement between them, and no compensation is paid by the Sponsor to the Distributor in connection with services performed by the Distributor for the Trust. For more information about the distribution of the Shares, see “Plan of Distribution.”

Related Party Transaction

The Sponsor and the Trust are both parties to the Depositary Trust Agreement. Under the Depositary Trust Agreement, the Trust is obligated to pay the Sponsor, monthly in arrears, a fee that accrues daily at an annual nominal rate of 0.40% of the Chinese Renminbi in the Trust. For further information about the Depositary Trust Agreement, see “Description of the Depositary Trust Agreement.”

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CurrencyShares Chinese Renminbi Trust Organizational Chart

The following chart illustrates the relationships between the Trust and various service providers to the Trust, as well as investors in the Shares issued by the Trust.

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 NYSE Arca) 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.

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Distributions. Each month the Depository will deposit into the secondary deposit account accrued but unpaid interest payable to the Trust, if any, the Trustee will withdraw Chinese Renminbi from the secondary deposit account to pay the accrued Sponsor’s fee for the previous month plus other Trust expenses, if any. In the event that the interest deposited exceeds the sum of the Sponsor’s fee for the prior month plus other Trust expenses, if any, then the Trustee will direct that the excess be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own). If the Trust incurs expenses in USD (which is not anticipated), Chinese Renminbi will be converted to USD at the prevailing market rate at the time of conversion to pay these expenses. The payment of expenses in Chinese Renminbi and the conversion of Chinese Renminbi to USD, if required to pay expenses of the Trust, are taxable events to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

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 Accounts. The Depository, as instructed by the Trustee, is authorized to accept Chinese Renminbi 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 Accounts 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.

DUAL ACCOUNTS

The Depository will maintain two deposit accounts for the Trust, a primary deposit account which will earn interest and a secondary deposit account which will not earn interest. The secondary deposit account will be used to account for any interest received and paid on creations and redemptions of Baskets. The secondary deposit account will also be used to account for interest earned, if any, on the primary deposit account, pay Trust expenses and distribute any excess interest to Shareholders on a monthly basis.

REPORTS

The Depository provides the Trustee with account reports identifying the credits and debits of Chinese Renminbi to the Deposit Accounts, including the credit of interest in Chinese Renminbi to the secondary 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 Chinese Renminbi to the Deposit Accounts and all credits of interest in Chinese Renminbi to the secondary deposit account that may occur on a business day, and the end-of-business-day account balances in the Deposit Accounts are stated as of the close of the Depository’s business (usually 4:00 PM, London time) on that business day.

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FEES AND EXPENSES

Under the Deposit Account Agreement, the Depository is entitled to invoice the Trustee or debit the secondary 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 Accounts, 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 Chinese Renminbi deposit balances it holds.

DEPOSIT ACCOUNT BALANCES

The Chinese Renminbi received by the Trust upon the creation of Baskets will be deposited, in each case, into the primary deposit account; a small portion of the Chinese Renminbi may be deposited in the secondary deposit account to account for interest, if any, that has been earned on the primary deposit account during the month but not yet paid. If the Sponsor believes that the interest rate paid by the Depository is not adequate, the Sponsor’s sole recourse will be to remove the Depository by terminating the Deposit Account Agreement and closing the accounts. Neither the Trustee nor the Sponsor has the power or authority to deposit the Trust’s Chinese Renminbi with any other person, entity or account. Resignation or removal of the Depository for any reason will cause termination of the Trust. See “Description of the Depositary Trust Agreement.” Interest earned on the balance of the primary deposit account, if any, will be used primarily to pay the Trust’s expenses.

INTEREST

Interest will begin to be earned on the day Baskets are created (i.e., the date the trade settles), which will occur three days after funds are transferred by an Authorized Participant to the primary deposit account held by the Depository. Interest on the primary deposit account, if any, accrues daily and is paid monthly. Interest does not compound, and therefore interest will not be earned on interest accrued but not yet paid by the Depository. Each month the Depository will deposit into the secondary deposit account accrued but unpaid interest payable to the Trust, if any. Interest earned on the balance of the primary deposit account, if any, will be used primarily to pay the Trust’s expenses; any interest remaining after payment of the Sponsor’s fee and other expenses, if any, will be distributed by the Trustee to the Shareholders as promptly as practicable.

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 Accounts if the aggregate deposit liability of the Depository exceeds 3,250,000,000 Chinese Yuan or if the amount of Chinese Renminbi deposited for creation of Baskets on one business day exceeds 650,000,000 Chinese Yuan. The Depository is to promptly notify the Trustee and the Sponsor if the deposit amounts approach these limits. These limits are subject to periodic review by the Depository and the Sponsor, and the Depository may, in its sole discretion, increase the limits, any increase to be effective upon no less than two business days’ prior written notice to the Trustee.

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 reasonable 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),

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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 150 days’ prior written notice to the Trustee. Before the expiration of such notice, the Depository will transfer any cleared balance in the Deposit Accounts in accordance with the Trustee’s reasonable instructions. Any termination of the Deposit Account Agreement will cause the termination of the Trust. In the event of the termination of the Trust, the Trustee will provide written notice of termination to the Depository, and the Depository thereafter will not accept any deposits of Chinese Renminbi for creation of Baskets.

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 Chinese Renminbi 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. Unless the Trust’s expenses exceed the amount of interest received in the primary account, the creation or redemption of Baskets should be based on a ratio of 500 Chinese Yuan to one Share.

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 Sponsor and 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 Chinese Renminbi required for creations and redemptions. The Participant Agreements may be amended by the Trustee and the Sponsor. 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. In addition to the $500 transaction fee paid to the Trustee, Authorized Participants will pay a variable fee to the Sponsor for creation orders and redemption orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will not exceed $2,000 for each creation or redemption order, as set forth in the Participant Agreement. 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 will 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 Chinese Renminbi from, or sell Chinese Renminbi 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 the Chinese Renminbi 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 Financial Industry Regulatory Authority, 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.

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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 with the Trustee and the Sponsor and 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 forms of the Depositary Trust Agreement and 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 Chinese Renminbi Amount with the Depository and orders Shares from the Trustee. The Authorized Participant pays the Trustee a $500 transaction fee, which will not be contributed to the Trust, for each purchase order. In addition to the $500 transaction fee paid to the Trustee, Authorized Participants will pay a variable fee to the Sponsor for creation orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will not exceed $2,000 for each creation order, as set forth in the Participant Agreement. 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 NYSE Arca 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 NYSE Arca is closed for regular trading.

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

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Determination of required deposits

The total deposit required to create each Basket, called the Basket Chinese Renminbi Amount, is an amount of Chinese Renminbi 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 Chinese Renminbi 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 Chinese Renminbi Amount are finally determined by the Trustee. The Trustee’s determination of the Basket Chinese Renminbi 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 Chinese Renminbi Amount to the Trust’s primary deposit account with the Depository as directed in the Authorized Participant’s Participant Agreement. Authorized Participants will use the SWIFT system to make timely deposits through their bank correspondents in London. Upon receipt of the deposit of Chinese Renminbi from 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 Chinese Renminbi until such Chinese Renminbi 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 Chinese Renminbi may be suspended generally, or refused with respect to particular requested deliveries, during any period when the transfer books of the Trustee are closed, if the deposit would exceed the Depository’s deposit limits 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 Chinese Renminbi 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 and place, with the Trustee, Shares or collateral having a value at least equal to 105% of the value of the USD equivalent of the Shares to be delivered. The Trustee is to return the collateral upon delivery of the Shares. The Authorized Participant pays the Trustee a $500 transaction fee, which will not be contributed to the Trust, for each redemption order. In addition to the $500 transaction fee paid to the Trustee, the Authorized Participant will pay a variable fee to the Sponsor for redemption orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will range from $500 to $2,000

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for each creation order or redemption order based on the number of Baskets created or redeemed per order, as set forth in the Participant Agreement. The Trustee then instructs the Depository to send the Authorized Participant Chinese Renminbi 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. 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 as directed in the Authorized Participant’s Participant Agreement. Before the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have paid the non-refundable transaction fees 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 Chinese Renminbi 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 in accordance with applicable law. 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 as directed in the Authorized Participant’s Participant Agreement.

The Depository wires the redemption amount from the Trust’s primary deposit account with the Depository 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 Chinese Renminbi credited to their respective accounts in the event of the Depository’s insolvency. See “Risk Factors — If the Depository becomes insolvent . . . .” on page 9 of this prospectus.

When the redemption distribution is made, the Trustee shall return the collateral that the Authorized Participant delivered at the time it placed the redemption order.

Suspension or rejection of redemption orders

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. The Trustee may suspend redemption orders only if the Trust holds surplus property that has not been distributed in accordance with the Depositary Trust Agreement, the Depository is unable to process withdrawal instructions or the Sponsor determines, in its sole discretion, that a suspension is necessary or desirable. Suspension of redemption orders at any time and for any reason may well have adverse effects on the market for and market price of the Shares.

CREATION AND REDEMPTION FEES

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.

In addition to the $500 transaction fee paid to the Trustee, Authorized Participants will pay a variable fee to the Sponsor for creation orders and redemption orders of two or more Baskets to compensate the Sponsor for costs associated with the registration of Shares. The variable fee paid to the Sponsor by an Authorized Participant will not exceed $2,000 for each creation or redemption order, as set forth in the Participant Agreement.

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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 between the Sponsor and the Trustee. 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 Indemnified Parties 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 (1) 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 (2) 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. Upon receipt of the Sponsor’s resignation, 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 is not effective until the Trustee appoints a successor sponsor and the successor sponsor accepts that appointment or the Trustee itself agrees to act as sponsor or the Trust is terminated. 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.

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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 may be removed if it ceases to 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. The Trustee and any successor trustee may be removed if it fails to maintain 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 (1) any offer or sale by the Trust of Baskets, (2) acts performed or omitted pursuant to the Depositary Trust Agreement, and (3) 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 (1) the negligence or bad faith of, or material breach of the terms of the Depositary Trust Agreement by, the Trustee, (2) 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 (3) any misrepresentations or omissions made by an Authorized Participant (other than the Sponsor) in connection with the offer and sale of Shares. In the event that the Sponsor fails to pay the Trustee any indemnified amount, the Trustee is authorized to charge such amount to the Trust. The Trustee will have a lien on the assets of the Trust to secure payment of such indemnified amount. This lien will be superior to the interest of the Sponsor and the beneficial owners of the 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.

If any tax or other governmental charge becomes payable by the Trustee with respect to the Chinese Renminbi or the holding by and deposit or withdrawal of Chinese Renminbi from the Depository, such tax or other governmental charge will be reimbursed to the Trustee out of the assets of the Trust. The Trustee will have a lien on the assets of the Trust to secure payment of any taxes or other governmental charges. This lien will be superior to the interest of the Sponsor and the beneficial owners of the Shares.

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Protection for amounts due to Trustee

The Trustee will withdraw from the secondary deposit account amounts necessary to pay the Trust expenses provided for in the Depositary Trust Agreement and any otherwise unpaid expenses thereunder. In the event that the Sponsor’s fee for the prior month plus other Trust expenses, if any, exceed the balance of the secondary deposit account, the Trustee will withdraw Chinese Renminbi from the primary deposit account to pay the excess. 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 $20,000. The Trustee will have a lien on the Deposit Accounts 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 specifying such default from the Sponsor or Shareholders acting on behalf of at least 25% of the outstanding Shares specifying, the Sponsor may remove the Trustee.

Appointing Successor Trustees. If the Trustee resigns or is removed, the Sponsor 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

Each month the Depository will deposit into the secondary deposit account accrued but unpaid interest payable to the Trust, if any, and the Trustee will withdraw Chinese Renminbi from the secondary deposit account to pay the accrued Sponsor’s fee for the previous month plus other Trust expenses, if any. In the event that the Sponsor’s fee and any other Trust expenses exceed the interest earned on the primary deposit account, additional Chinese Renminbi will be withdrawn from the primary deposit account as required to cover the expenses. In the event that the interest deposited exceeds the sum of the Sponsor’s fee for the prior month plus other Trust expenses, if any, then the Trustee will direct that the excess be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro rata basis (in accordance with the number of Shares that they own).

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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.

CALCULATION OF NET ASSET VALUE AND NAV PER SHARE

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 Chinese Renminbi in the Trust at the end of the preceding day accrued but unpaid interest, Chinese Renminbi receivable under pending purchase orders and the value of other Trust assets, and will subtract the accrued but unpaid Sponsor’s fee, Chinese Renminbi payable under pending redemption orders and other Trust expenses and liabilities, if any.

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 includes Shares to be delivered under purchase orders having order dates on or before the preceding business day and excludes 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 Arca listing 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 Chinese Renminbi in the Trust. Each month, the Trust will first withdraw Chinese Renminbi the Trust has earned as interest, if any, to pay the Sponsor’s fee and any other Trust expenses that have been incurred. If that interest is not sufficient to fully pay the Sponsor’s fee and Trust expenses, then the Trustee will withdraw Chinese Renminbi from the primary deposit account as needed. If the Trust incurs expenses in USD (which is not anticipated), Chinese Renminbi will be converted to USD at the prevailing market rate at the time of conversion to pay expenses. The Trustee will direct that the smallest amount of Chinese Renminbi required to purchase amounts of USD sufficient to pay Trust expenses and the costs of currency conversion be withdrawn from the Trust. 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 Chinese Renminbi sales.

In certain exceptional cases the following expenses may be charged to the Trust in addition to the Sponsor’s fee: (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) expenses, fees and indemnification claims of the Trustee that the Sponsor failed to pay to the Trustee; (3) indemnification of the Sponsor; (4) taxes and other governmental charges; and (5) expenses of the Trust other than those the Sponsor is obligated to pay pursuant to the Depositary Trust Agreement, including legal fees and expenses over $100,000 per year. If these additional expenses are incurred, the Trust will be required to pay these expenses by withdrawing deposited Chinese Renminbi and the amount of Chinese Renminbi represented by a Share will decline at such time. Accordingly, the Shareholders will effectively bear the cost of these other expenses, if incurred. Although the Sponsor cannot definitively state the frequency or magnitude of such expenses, the Sponsor predicts that they will occur infrequently, if at all.

The Trust is not required to reimburse the Sponsor for the costs incurred by the Sponsor for the Trust’s organization and initial sale of Shares.

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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 a written confirmation relating to the purchase from or through the DTC Participant maintaining the account through which the Shareholder purchased its Shares.

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 NYSE Arca 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 registered 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 registered 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 may be removed if it fails to maintain capital, surplus and undivided profits of $500 million.

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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 deems appropriate. The annual report will be filed with the SEC and NYSE Arca and shall be distributed to DTC and to such other persons 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 Deposit Accounts 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 $100,000 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 any of the following occur:

• 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;

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

• the Depository resigns or is removed; or

• the Trustee receives notice from the IRS or from counsel for the Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Internal Revenue Code.

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 NYSE Arca 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 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 traded on NYSE Arca;

• 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 beginning after the first anniversary of the Trust’s inception; or

• DTC stops providing book-entry settlement services for the Shares.

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.

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The Trust will terminate on August 16, 2051 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 written notice of such amendment is given to the registered Shareholders. Every registered 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 registered Shareholders to surrender Baskets 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 and 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 suit or proceeding arising out of or relating to Shares, the Trust property or the Depositary Trust Agreement may be instituted.

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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. The Trust’s income, gains, losses and deductions will be reported 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 portion of the Trust’s income, if any, and as if they directly incurred their respective pro-rata portion 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 Chinese Renminbi 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 Chinese Renminbi held in the Trust that results from such a delivery, the Shareholder’s aggregate tax basis (as determined immediately after such delivery) in those Chinese Renminbi 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 Chinese Renminbi 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.

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When the Trust converts Chinese Renminbi to USD — for example, to pay expenses incurred in USD (which is not anticipated) or to make distributions to Shareholders — or when the Trust pays expenses in Chinese Renminbi, 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 conversion, or the Shareholder’s pro-rata share of the USD-equivalent of the Chinese Renminbi used to pay expenses, and (2) the Shareholder’s tax basis for its pro-rata share of the Chinese Renminbi that were converted or used to pay expenses. As described in “Investment Attributes of the Trust — Trust Expenses” and “Description of the Depositary Trust Agreement — Expenses of the Trust”, each month the Trustee will first withdraw Chinese Renminbi the Trust has earned as interest to pay expenses. It is anticipated that the conversion of Chinese Renminbi (for purposes of paying expenses and making distributions) and the payment of expenses in Chinese Renminbi will occur on the same day that the Trust receives Chinese Renminbi earned as interest. The Trust will use a “last in first out” method to determine the tax basis of the Chinese Renminbi that are converted to USD or used to pay expenses. Accordingly, U.S. Shareholders will recognize interest income at the time that Chinese Renminbi are received by the Trust as interest earnings, but will generally recognize no further gain or loss if the Chinese Renminbi received are, on the date of receipt, either converted to USD or used to pay expenses.

The Sponsor’s fee accrues daily and is payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable share of the USD-equivalent of the amount of the Sponsor’s fee that is accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the Sponsor’s fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.

Redemption of some or all of a U.S. Shareholder’s Shares in exchange for the underlying Chinese Renminbi represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the Chinese Renminbi received in the redemption generally will be the same as the Shareholder’s tax basis for its pro-rata portion of Chinese Renminbi 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 Chinese Renminbi 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 Chinese Renminbi 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 Chinese Renminbi related to such Shares. In the case of a U.S. Shareholder that uses the USD as its functional currency, any gain or loss recognized by such U.S. Shareholder upon the sale of Shares, or upon the sale of Chinese Renminbi 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 Chinese Renminbi 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 portion 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, may be considered an investment in the underlying Chinese Renminbi 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.

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

Certain information returns will be filed with the IRS, and certain tax-related information will be provided to Shareholders, in connection with the Trust. Regulations 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 Chinese Renminbi, 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 Chinese Renminbi 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 Chinese Renminbi 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 Chinese Renminbi 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.

FBAR REPORTING OBLIGATIONS

Each U.S. Shareholder should consult with its tax advisor as to the tax filing and reporting obligations that may arise in connection with an investment in a Share, including whether the Shares need to be reported on Treasury Form TD F 90-22.1 (Report of Foreign Bank and Financial Accounts, the FBAR form). A Shareholder that is obligated and fails to file the FBAR form may be subject to civil penalties in an amount equal to the greater of (1) $100,000 or (2) 50 percent of the value of the unreported “foreign account,” and may face possible criminal penalties as well. The Sponsor is presently seeking relief from these reporting requirements for Shareholders; however, there is no assurance that such relief will be forthcoming.

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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 Plan 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 Plan Investors). Consequently, much of the following discussion of the fiduciary issues arising under ERISA is generally not applicable to such investors. Non-ERISA Plan 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 Plan 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 406 of ERISA.

FIDUCIARY ISSUES

A fiduciary of an ERISA Plan 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 Plan 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 Plan Investors should also consider prohibitions in ERISA and in the Internal Revenue Code relating to an ERISA Plan 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 Plan 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 Plan Investors and Non-ERISA Plan Investors.

ERISA Plan 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 Plan 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 Plan Investor from using its position to cause an ERISA Plan 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 Plan 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 Plan Investor should consult with its counsel to determine whether investment in the Shares may be a prohibited transaction for purposes of Section 4975 of the Code and Section 406 of ERISA.

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 Plan 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 140 Baskets described below, the Trust issues Shares in Baskets to Authorized Participants in exchange for deposits of the amount of Chinese Renminbi 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 will 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

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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. When an Authorized Participant acts as an underwriter, it will be subject to the prospectus delivery requirements of the Securities Act with respect to the customers purchasing Shares from it. 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 neither Authorized Participants nor “underwriters” but are nonetheless 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 and therefore will be subject to the prospectus delivery requirements of the Securities Act with respect to their clients who purchase Shares from them.

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 August 16, 2011, the Sponsor deposited 500 Chinese Yuan into the primary deposit account of the Trust in exchange for one Share. That same day the Trustee 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 500 Chinese Yuan after the SEC declares effective the registration statement. In order to provide liquidity at the commencement of trading of the Shares, the Initial Purchaser will deposit [50 million] Chinese Yuan in the primary deposit account of the Trust and the Trustee will instruct DTC to record, and DTC will record, two Baskets totaling 100,000 Shares (constituting 500 Chinese Yuan per Share) as owned by the Initial Purchaser.

The Initial Purchaser intends to offer these 100,000 Shares to the public and will therefore be deemed a statutory underwriter. The offering price per Share will vary depending on, among other factors, the price of the Shares on NYSE Arca at the time of the offer. 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.

Note to Secondary Market Investors: The Shares can be purchased or redeemed directly from the Trust only in Baskets. Each 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 NYSE Arca 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, the Trust, 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, which, 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 M7 Ventures, LLC and based on the NAV of the Trust, for its assistance in developing the structure of the Trust and this offering. The fee paid by M7 Ventures, LLC to Foley & Lardner LLP is separate from and not included in the up to $100,000 per annum in legal fees and expenses paid by the Sponsor.

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License

Without conceding that the operation of the Trust or the marketing of or trading in the Shares would infringe any intellectual property owned by The Bank of New York Mellon, an affiliate of the Sponsor has entered into a License Agreement with The Bank of New York Mellon granting the Sponsor’s affiliate a non-exclusive, personal and non-transferable license under The Bank of New York Mellon’s patent application covering systems and methods for securitizing a commodity. The license grant is limited to only allow the Sponsor’s affiliate to establish, operate and market a currency-based securities product based solely on the securitization, in whole or in part, of a single non-U.S. currency. The Sponsor’s affiliate has the right to sublicense affiliates, partners, co-sponsors, joint ventures, trustees, depositaries and agents, but the license cannot be transferred without The Bank of New York Mellon’s prior written consent. The Sponsor’s affiliate has sublicensed the license to the Sponsor. As consideration for the license, The Bank of New York Mellon has been appointed as trustee of the Trust. If The Bank of New York Mellon is terminated as trustee of the Trust it will be paid an annual royalty fee. Any royalty fee incurred will be an expense payable by the Sponsor under the Depositary Trust Agreement. The Sponsor has also agreed to not initiate, directly or indirectly, any legal action against The Bank of New York Mellon for The Bank of New York Mellon’s or any of The Bank of New York Mellon’s affiliates’ use of any improvement, enhancement, modification, derivative work or upgrade made by the Sponsor to the rights sublicensed to it.

Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our statement of financial condition as of August 16, 2011, as set forth in their report. We have included our statement of financial condition in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on 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 read and copy at the public reference facilities of the SEC at the below address. The SEC maintains an Internet site that contains reports and other information regarding issuers at www.sec.gov. 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 reports and other information can be read and copied at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549-4561 and can also be found online at www.sec.gov. 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.

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Index to Financial Statements

Item	Page
Report of Independent Registered Public Accounting Firm		F-2
Statement of Financial Condition		F-3
Notes to Financial Statement		F-4

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of

CurrencyShares^® Renminbi Trust

We have audited the accompanying statement of financial condition of CurrencyShares^® Chinese Renminbi Trust (the “Trust”) as of August 16, 2011. This financial statement is the responsibility of the Trust’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Trust’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of the CurrencyShares^® Renminbi Trust at August 16, 2011, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

McLean, Virginia

August 24, 2011

F-2

CurrencyShares^® Chinese Renminbi Trust

Statement of Financial Condition

August 16, 2011

Assets
Current Assets:
Chinese Renminbi Deposits (cash)	$	78
Total Current Assets	$	78
Liabilities, Redeemable Capital Shares and Shareholders’ Equity
Commitments and Contingent Liabilities (Note 7)	$	-
Redeemable Capital Shares, at redemption value, no par value, 7,000,000 authorized — 1 issued and outstanding	$	78
Shareholder’s Equity-Retained Earnings	$	-
Total Liabilities, Redeemable Capital Shares and Shareholders’ Equity	$	78

See Notes to Financial Statement.

F-3

Notes to Financial Statement

1. Organization and Description of the Trust

The CurrencyShares^® Chinese Renminbi Trust (the “Trust”) was formed under the laws of the state of New York on August 16, 2011 when Rydex Specialized Products LLC d/b/a “Rydex Investments” (the “Sponsor”) deposited 500 Chinese Yuan in the Trust’s primary deposit account held by JPMorgan Chase Bank, N.A., London Branch (the “Depository”). The sponsor is a Delaware limited liability company whose sole member is Security Investors, LLC (also d/b/a “Rydex Investments”). The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including the preparation of financial statements. The trustee is responsible for the day-to-day administration of the Trust. The investment objective of the Trust is for the Trust’s shares (the “Shares”) to reflect the price of the Chinese Renminbi plus accrued interest, if any, less the Trust’s expenses and liabilities. The Shares are intended to provide investors with a simple, cost-effective means of gaining investment benefits similar to those of holding Chinese Renminbi. The Trust’s assets primarily consist of Chinese Renminbi on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which earns interest and a secondary deposit account which does not earn interest. The secondary deposit account is used to account for any interest that may be received and paid out on creations and redemptions of blocks of 50,000 Shares (“Baskets”). The secondary account is also used to account for interest earned, if any, on the primary deposit account, pay Trust expenses and distribute any excess interest to holders of Shares (“Shareholders”) on a monthly basis.

2. Significant Accounting Policies

A. 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 statement and the evaluation of subsequent events through the issuance date of the financial statements. Actual results could differ from those estimates.

B. Foreign Currency Translation

The Trustee will calculate the Trust’s net asset value (“NAV”) each business day, as described in Note 3 below. For NAV calculation purposes, Chinese Renminbi Deposits (cash) are translated at the Closing Spot Rate, which is the Chinese Renminbi /U.S. Dollar (“USD”) exchange rate as determined and published by The WM Company at 4:00 PM (London time) on each day that NYSE Arca is open for regular trading.

The functional currency of the Trust is the Chinese Renminbi in accordance with generally accepted accounting standards. For financial statement reporting purposes, the USD is the reporting currency. As a result, the financial statement is translated from Chinese Renminbi to USD. The Closing Spot Rate on the last day of the period is used for translation in the statement of financial condition.

C. 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 Shareholders.

Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro-rata share of the assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro-rata portion of the Trust’s income, if any, and as if they directly incurred their respective pro-rata portion of the Trust’s expenses. The acquisition of Shares by a U.S. Shareholder as part of a creation of a Basket will not be a taxable event to the Shareholder.

The Sponsor’s fee will accrue daily and will be payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable portion of the USD-equivalent of the amount of the Sponsor’s fee that will be accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the Sponsor’s fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.

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The Trust does not expect to generate taxable income except for interest income (if any) and gain (if any) upon the sale of Chinese Renminbi. 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 Chinese Renminbi 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 portion of any interest income earned by the Trust generally will not be subject to U.S. federal income tax unless the Shares owned by such non-U.S. Shareholder are effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.

D. Revenue Recognition

Interest on the primary deposit account, if any, accrues daily as earned and is received on a monthly basis.

E. Dividends

To the extent that the interest earned by the Trust exceeds the sum of the Sponsor’s fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend (herein referred to as dividends or distributions), the excess interest earned in Chinese Renminbi effective on the first business day of the subsequent month. The Trustee will direct that the excess Chinese Renminbi be converted into USD at the prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro-rata basis (in accordance with the number of Shares that they own).

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 in exchange for Chinese Renminbi. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. Authorized Participants (as defined below) may place orders to create and redeem Baskets. An Authorized Participant is a Depository Trust Company (“DTC”) participant that is a registered broker-dealer or other institution eligible to settle securities transactions though the book-entry facilities of DTC and which has entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption process. Authorized Participants may redeem their Shares at any time in Baskets.

Due to expected continuing creations and redemptions of Baskets and the three-day period for settlement of each creation or redemption, the Trust reflects Shares created as a receivable on the trade date. Shares redeemed are reflected as a liability on the trade date. Outstanding Shares are reflected at a redemption value, which is the NAV per Share at the period end date. Adjustments to redeemable capital Shares at redemption value are recorded against retained earnings or, in the absence of retained earnings, by charges against the cumulative translation adjustment.

The Trustee will calculate the Trust’s NAV each business day. To calculate the NAV, the Trustee will subtract the Sponsor’s accrued fee through the previous day from the Chinese Renminbi held by the Trust (including all unpaid interest accrued, if any, through the preceding day) and calculate the value of the Chinese Renminbi in USD based upon the Closing Spot Rate. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate will be used to determine the NAV of the Trust unless the Sponsor determines that such price is inappropriate to use as the basis for the valuation. If the Sponsor determines the most recent Closing Spot Rate is not an appropriate basis for valuation of the Trust’s Chinese Renminbi, the Sponsor will determine an alternative basis for the valuation. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. Shares deliverable under a purchase order are considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.

F-5

4. Sponsor’s Fee

The Sponsor’s fee accrues daily at an annual nominal rate of 0.40% of the Chinese Renminbi 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 assumes and pays the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee, NYSE Arca listing fees, SEC registration fees, typical maintenance and transaction fees of the Depository, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees. The Sponsor has also paid the costs of the Trust’s organization and the initial sales of the Shares, which were approximately $133,235.93 when the Trust was formed.

In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsor’s fee. 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, audit fees, and legal expenses in excess of $100,000 per year.

5. Related Parties

The Sponsor is a related party of the Trust. The Sponsor oversees the performance of the Trustee and the Trust’s principal service providers, including the preparation of financial statements, but does not exercise day-to-day oversight over the Trustee or the Trust’s service providers. The Sponsor has also paid the costs of the Trust’s organization and the initial sales of the Shares, as described in Note 4.

6. Concentration Risk

All of the Trust’s assets are Chinese Renminbi, which creates a concentration risk associated with fluctuations in the price of the Chinese Renminbi. Accordingly, a decline in the Chinese Renminbi to USD exchange rate will have an adverse effect on the value of the Shares. Factors that may have the effect of causing a decline in the price of the Chinese Renminbi 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 Chinese Renminbi by the official sector (central banks, other governmental agencies and related institutions that buy, sell and hold Chinese Renminbi as part of their reserve assets) could adversely affect an investment in the Shares.

All of the Trust’s Chinese Renminbi are held by the Depository. Accordingly, a risk associated with the concentration of the Trust’s assets in accounts held by a single financial institution exists and increases the potential for loss by the Trust and the Trust’s beneficiaries in the event that the Depository becomes insolvent.

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.

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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		63,731.93
Printing and Engraving Expenses		10,000.00
Legal Fees and Expenses (1)		35,000.00
Insurance		10,000.00
Accounting		10,000.00
Miscellaneous		4,504.00
Total	$	133,235.93

(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.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

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	Depositary Trust Agreement dated as of August 16, 2011 between Rydex Specialized Products LLC and The Bank of New York Mellon
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	Sublicense Agreement dated as of June 1, 2011 between Security Investors, LLC and Rydex Specialized Products LLC*
10.2	Deposit Account Agreement dated as of August 16, 2011 between The Bank of New York Mellon, as Trustee, and JPMorgan Chase Bank, N.A., London Branch, as Depository
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 the registration statement as filed with the Commission on June 1, 2011)*

* Previously filed

(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 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.

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(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.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (Section 230.430B of this chapter):

A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (Section 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (Section 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (Section 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C (Section 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (Section 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8) That, for purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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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 August 24, 2011.

CURRENCYSHARES® CHINESE RENMINBI TRUST
By	Rydex Specialized Products LLC, Sponsor of the CurrencyShares® Chinese Renminbi Trust
	By:	/s/ Nikolaos Bonos
		Nikolaos Bonos
		Chief Executive Officer

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/    Nikolaos Bonos         NIKOLAOS BONOS	Manager and Chief Executive Officer (principal executive officer)	August 24, 2011
* JOSEPH ARRUDA	Manager and Chief Financial Officer (principal financial officer and principal accounting officer)	August 24, 2011
* MICHAEL BYRUM	Manager	August 24, 2011

* By:	/s/ Nikolaos Bonos
	Nikolaos Bonos
	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	Depositary Trust Agreement dated as of August 16, 2011 between Rydex Specialized Products LLC and The Bank of New York Mellon
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	Sublicense Agreement dated as of June 1, 2011 between Security Investors, LLC and Rydex Specialized Products LLC*
10.2	Deposit Account Agreement dated as of August 16, 2011 between The Bank of New York Mellon, as Trustee, and JPMorgan Chase Bank, N.A., London Branch, as Depository
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 the registration statement as filed with the Commission on June 1, 2011)*

* Previously filed

EX-4.1

Exhibit 4.1

RYDEX SPECIALIZED PRODUCTS LLC, d/b/a “RYDEX INVESTMENTS”,

as Sponsor

and

THE BANK OF NEW YORK MELLON,

as Trustee

Depositary Trust Agreement

CurrencyShares^® Chinese Renminbi Trust

Dated as of August 16, 2011

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	STATEMENT OF PURPOSE; CREATION AND DECLARATION OF TRUST; FORM OF CERTIFICATES; DEPOSIT OF CHINESE RENMINBI; DELIVERY, REGISTRATION OF TRANSFER AND SURRENDER OF SHARES		9
Section 2.1	Statement of Purpose; Duties and Powers of the Trust.		9
Section 2.2	Creation and Declaration of Trust; Business of the Trust.		10
Section 2.3	Form of Certificates; Book-Entry System; Transferability of Shares.		10
Section 2.4	Deposit of Chinese Renminbi.		13
Section 2.5	Delivery of Shares.		14
Section 2.6	Registration and Registration of Transfer of Shares; Combination and Split-up of Certificates.		15
Section 2.7	Surrender of Shares and Withdrawal of Trust Property.		16
Section 2.8	Limitations on Delivery, Registration of Transfer and Surrender of Shares.		18
Section 2.9	Lost Certificates, Etc.		19
Section 2.10	Cancellation and Destruction of Surrendered Certificates.		19
Section 2.11	Splits and Reverse Splits of Shares.		20
ARTICLE 3	CERTAIN OBLIGATIONS OF REGISTERED OWNERS OF SHARES		20
Section 3.1	Liability of Registered Owner for Taxes and Other Governmental Charges.		20
Section 3.2	Warranties on Deposit of Chinese Renminbi.		21
ARTICLE 4	ADMINISTRATION OF THE TRUST		21
Section 4.1	Evaluation of Chinese Renminbi; Calculation of Net Asset Value.		21
Section 4.2	Responsibility of the Trustee for Evaluations.		22
Section 4.3	Interest Account and Non-Interest Account.		23
Section 4.4	Cash Distributions.		23
Section 4.5	Distributions of Surplus Property.		24
Section 4.6	Fixing of Record Date.		24
Section 4.7	Payment of Trust Expenses.		24
Section 4.8	Statements and Reports.		26

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Section 4.9	Further Provisions for Sales of Trust Property; Currency Conversion.	26
Section 4.10	Counsel.	28
Section 4.11	Grantor Trust.	29
ARTICLE 5	THE SPONSOR	29
Section 5.1	Duties of the Sponsor.	29
Section 5.2	Obligations of the Sponsor.	30
Section 5.3	Prevention or Delay in Performance by the Sponsor.	31
Section 5.4	Certain Matters Regarding Successor Sponsor.	32
Section 5.5	Resignation of Sponsor; Successors.	32
Section 5.6	Compensation of the Sponsor.	33
Section 5.7	Federal Securities Law Filings.	34
Section 5.8	Discretionary Actions by Sponsor; Consultation.	34
ARTICLE 6	THE TRUSTEE	35
Section 6.1	Maintenance of Office and Transfer Books by the Trustee.	35
Section 6.2	Obligations of the Trustee.	36
Section 6.3	Prevention or Delay in Performance by the Trustee.	37
Section 6.4	Resignation or Removal of the Trustee; Appointment of Successor Trustee.	38
Section 6.5	Transfers Between Interest Account and Non-Interest Account.	40
Section 6.6	The Depository.	40
Section 6.7	Compensation of the Trustee.	41
Section 6.8	Retention of Trust Documents.	42
Section 6.9	Prospectus Delivery.	42
Section 6.10	Discretionary Actions by Trustee; Consultation.	43
ARTICLE 7	INDEMNIFICATION	43
Section 7.1	Indemnification of the Sponsor and Trustee.	43
ARTICLE 8	AMENDMENT AND TERMINATION	47
Section 8.1	Amendment.	47
Section 8.2	Termination.	49
ARTICLE 9	MISCELLANEOUS	52
Section 9.1	Counterparts.	52
Section 9.2	Third-Party Beneficiaries.	52
Section 9.3	Severability.	53
Section 9.4	Certain Matters Relating to Beneficial Owners.	53
Section 9.5	Notices.	54
Section 9.6	Agent for Service; Submission to Jurisdiction.	55
Section 9.7	Governing Law.	56

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EXHIBIT A –DEPOSIT ACCOUNT AGREEMENT

EXHIBIT B –FORM OF CERTIFICATES

iii

DEPOSITARY TRUST AGREEMENT

THIS DEPOSITARY TRUST AGREEMENT dated as of August 16, 2011, between Rydex Specialized Products LLC, a Delaware limited liability company d/b/a “RYDEX INVESTMENTS”, as sponsor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee.

W I T N E S S E T H :

WHEREAS the Sponsor desires to establish a trust, to be known as the “CurrencyShares^® Chinese Renminbi Trust”, pursuant to the laws of the State of New York;

WHEREAS the Sponsor desires to establish the terms on which Chinese Renminbi (as herein defined) may be deposited in the trust and provide for the creation of Chinese Renminbi 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 Chinese Renminbi 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 Depositary 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. The Trustee has no duty or liability to any Person on account of the selection of any Authorized Participant.

“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 Chinese Renminbi Amount” is the amount of Chinese Renminbi that must be deposited for issuance of one Basket or that, subject to the exception stated in Section 2.7, is deliverable upon Surrender of one Basket. The Basket Chinese Renminbi Amount will be determined as provided in Section 2.4(b).

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

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

“Chinese Renminbi” means the official offshore currency of the People’s Republic of China.

“Closing Spot Rate” means the Chinese Renminbi/Dollar exchange rate, as determined and published by The WM Company at 4:00 PM (London time) on each day that the Exchange is open for regular trading.

“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 Chinese Renminbi, either (i) a wire transfer of immediately available Chinese Renminbi 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 Chinese Renminbi 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 2.3(e), execution and delivery at the Corporate Trust Office of the Trustee of one or more Certificates evidencing those Shares.

3

“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.

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

“Depository” means JPMorgan Chase Bank, N.A., London Branch.

“Dollars” or “$” means the official 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.”

“Exchange” means the exchange on which the Shares are principally traded, as specified by the Sponsor, initially the NYSE Arca.

“Fiscal Year” means the annual accounting periods of the Trust which will end on October 31 of each year.

“Indemnified Amounts” is defined in Section 7.1.

“Indemnitee” is defined in Section 7.1.

“Indemnitor” is defined in Section 7.1.

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“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.

“Interest Account” means the interest-bearing account for the Trust’s assets maintained with the Depository pursuant to the Deposit Account Agreement.

“Local Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day which has been designated a bank holiday in China.

“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 2.4.

“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.

“Non-Interest Account” means the non-interest-bearing account maintained with the Depository pursuant to the Deposit Account Agreement.

“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 2.4(a) and, with respect to a Redemption Order, the date specified in Section 2.7.

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“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 2.4.

“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 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 2.7.

“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 Closing Spot Rate, except as provided below. If, on a particular evaluation day, The WM Company does not announce a Closing Spot Rate by 6:00 PM (London time), the Trustee will notify the Sponsor. Unless the Sponsor notifies the Trustee by 4:00 p.m. (New York time) that the Sponsor has determined it to be inappropriate to use as the basis for such valuation, the most recent determination of

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the Closing Spot Rate by The WM Company will be the “Relevant Price.” In the event that the Sponsor determines that the most recent determination of the Closing Spot Rate by The WM Company is not an appropriate basis for valuation of the Trust’s Chinese Renminbi, the Sponsor shall determine and provide the Trustee an alternative basis for such evaluation to be employed by the Trustee, which will be the “Relevant Price.” The Sponsor shall not be liable to any Person for any determination with respect to the appropriate basis for the Relevant Price made by the Sponsor in good faith.

“Settlement Date” means, with respect to a Purchase Order, the date specified in Section 2.4(a) and, with respect to a Redemption Order, the date specified in Section 2.7.

“Shares” means Chinese Renminbi 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 Chinese Renminbi in the Trust as of the close of business on the preceding Local 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) Chinese Renminbi deposited by or on behalf of Authorized Participants pursuant to Section 2.4, in the Interest Account or the Non-Interest Account, (ii) Chinese Renminbi received as interest on Chinese Renminbi in the Interest Account, (iii) amounts withdrawn from the Interest Account in order to make a redemption described in Section 2.7, or (iv) amounts being held for the payment of estimated Trust expenses.

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“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.

“The WM Company” means The World Markets Company PLC, a State Street Business.

“Trust” means the CurrencyShares^® Chinese Renminbi Trust, the trust entity created by this Agreement.

“Trust Property” means the Chinese Renminbi that are deposited under this Agreement and any other money or other property that is received by the Trustee in respect of Trust 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 Mellon, 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;

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(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.

ARTICLE 2

STATEMENT OF PURPOSE;

CREATION AND DECLARATION OF

TRUST;

FORM OF CERTIFICATES; DEPOSIT OF

CHINESE RENMINBI; DELIVERY,

REGISTRATION OF TRANSFER AND

SURRENDER OF SHARES

Section 2.1 Statement of Purpose; Duties and Powers of the Trust.

(a) The Trust is a passive investment vehicle that is not actively managed. The sole purpose of the Trust is to hold Chinese Renminbi on behalf of the Registered Owners. The Trust shall have no directors or persons acting in similar capacity and no officers or employees, and shall act only through the Trustee and the Sponsor.

(b) The Trust shall have the power to receive and hold deposits of Chinese Renminbi, issue Baskets representing those deposits, distribute Chinese Renminbi upon surrenders of Baskets, and perform acts incidental to the foregoing as provided in this Agreement, but the Trust shall not have the power to engage in any other business activities.

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Section 2.2 Creation and Declaration of Trust; Business of the Trust.

(a) The Trustee acknowledges that it has received confirmation from the Depository of an initial deposit of 500 Chinese Renminbi under and in accordance with this Agreement has been made in the Interest 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 500 Chinese Renminbi as promptly as practicable after the Form S-1 registration statement filed with the Commission with respect to the Shares is declared effective by the Commission and the Initial Purchaser, as defined in the registration statement, deposits Chinese Renminbi 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 “CurrencyShares^® Chinese Renminbi Trust”.

Section 2.3 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

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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:

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.

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(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 2.3(a) and Section 2.3(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. So long as DTC or another authorized depository of the Shares selected by the Sponsor or the Trustee is the Registered Owner, the Trustee and the Sponsor may treat DTC or such other depository as the absolute owner of the Shares for all purposes whatsoever, including the payment of distributions, and the giving of notices of redemption, tender and other matters with respect to the 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 and no successor depository of the Shares is identified by the Sponsor and available to act, 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.

(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

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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 2.4 Deposit of Chinese Renminbi.

(a) After the deposit of Chinese Renminbi in the Trust by the Initial Purchaser, as defined in the registration statement, 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 be the third New York Business Day following the Order Date unless that day is not a Local Business Day, in which case the Settlement Date shall be the next following day that is both a New York Business Day and a Local Business Day. As consideration for each Basket acquired, Authorized Participants must deposit with the Depository the Basket Chinese Renminbi Amount determined by the Trustee on the Business Day prior to the Settlement Date for the corresponding Purchase Order. The Basket Chinese Renminbi Amount shall be deposited in the Interest Account. Pursuant to Section 6.5, the Trustee shall contemporaneously instruct the Depository to transfer the portion of the Basket Chinese Renminbi Amount representing interest (including accrued but unpaid interest) from the Interest Account to the Non-Interest Account. The portion of the Basket Chinese Renminbi Amount representing principal will remain in the Interest Account.

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(b) The Trustee shall determine the Basket Chinese Renminbi Amount for each New York Business Day. The initial “Basket Chinese Renminbi Amount” is [    ] Chinese Renminbi. After the initial deposit, the “Basket Chinese Renminbi Amount” shall be an amount of Chinese Renminbi 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 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 Chinese Renminbi 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 Chinese Renminbi Amount.

(c) If the Trust Property includes Surplus Property, no deposits of Chinese Renminbi 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 Chinese Renminbi shall be owned by the Trust and held for the Trust by the Depository in the Interest Account or the Non-Interest Account. Any assets of the Trust other than Chinese Renminbi shall be held by the Trustee or the Depository at such place and in such manner as the Trustee shall determine.

Section 2.5 Delivery of Shares.

Upon receipt by the Trustee of any deposit in accordance with Section 2.4, together with a Purchase Order and the other documents required under this Agreement, if any, and a confirmation from the Depository that the Basket Chinese Renminbi Amount has been Delivered to the Depository for each Basket of Shares and the Depository is holding those Chinese Renminbi 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

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expenses of the Trustee as provided in Section 6.7 and of all taxes and governmental charges and fees payable in connection with such deposit, the transfer of the Chinese Renminbi and the issuance and Delivery of the Shares.

Section 2.6 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.

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Section 2.7 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 6.7 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 Chinese Renminbi Amounts corresponding to such Baskets for the New York Business Day prior to the Settlement Date (as defined below), but excluding from those Basket Chinese Renminbi Amounts any portion that represents the value of Trust Property that is not held as Chinese Renminbi. 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 be the third New York Business Day following the Order Date unless that day is not a Local Business Day, in which case the Settlement Date shall be the next following day that is both a New York Business Day and a Local Business Day. Any Trust Property other than Chinese Renminbi will be delivered by the Trustee.

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(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 Chinese Renminbi represented by the Surrendered Baskets of 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 Chinese Renminbi other than by wire transfer or at the office of the Depository will be at the expense and risk of the Authorized Participant.

(c) In accordance with the Procedures, the Trustee will instruct the Depository to Deliver the Basket Chinese Renimbi Amount represented by the number of Baskets specified in the Redemption Order of an Authorized Participant notwithstanding that the Authorized Participant has not Surrendered at the times prescribed in the Procedures the required number of Shares, if the Authorized Participant has, in accordance with the Procedures, deposited with the Trustee collateral in the form of U.S. dollars equal to 105% of the value of the NAV per Share of the Shares not Surrendered. The Authorized Participant shall be obligated daily to deposit such additional U.S. dollars as shall be required to maintain an amount equal to 105% of the value of the NAV per Share of the Shares not Surrendered; the Trustee shall not be obligated to refund any collateral until the Authorized Participant has Surrendered the total number of Shares specified in the Redemption Order. At any time the Sponsor, in its sole discretion, may buy in Shares for the account of the Authorized Participant and direct the Trustee to apply the collateral to settle such purchase. The Sponsor shall cause such Shares to be Delivered to the Trustee who shall credit and cancel them as Shares surrendered for redemption by the Authorized Participant in accordance with the preceding provisions of this Section. Notwithstanding any such application of the collateral, the Authorized Participant shall in all events remain liable for any shortfall between the cost to the Trust

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of purchasing such Shares and the value of the collateral and for any expense or loss incurred by the Sponsor or Trustee (including attorneys’ fees and disbursements) in the event the Authorized Participant fails to Surrender Shares or pay such shortfall upon the Sponsor’s demand. Neither the Sponsor nor the Trustee shall be liable to any Authorized Participant, the Beneficial Owners or other Person for loss arising from actions taken pursuant to this paragraph and, except as directed by the Sponsor and upon receipt of indemnification for costs and liability satisfactory to the Trustee, the Trustee shall not take any action to enforce any obligation of the Authorized Participant to deposit additional collateral or Surrender Shares.

Section 2.8 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 2.8.

(b) The Delivery of Shares against deposits of Chinese Renminbi or the registration of transfer of Shares shall be suspended generally, or refused with respect to particular requested Deliveries or transfers, (i) as provided in Section 4.5, (ii) during any period when the transfer books of the Trustee are closed, (iii) in the event the Depository refuses to accept the deposit of Chinese Renminbi pursuant to the terms of the Deposit Account Agreement, or (iv) 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. The Trustee will

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inform the Sponsor of Purchase Orders as received on each Business Day, and the Sponsor will monitor such Purchase Orders against the Depository’s deposit limits as then in effect and will alert the Trustee and Authorized Participants when the maximum amount of Purchase Orders have been received, whereupon the Trustee shall refuse all further Purchase Orders until the following Business Day (in respect of the daily deposit limit) or until informed by the Sponsor that further Purchase Orders may be accepted (in respect of the aggregate deposit limit).

(c) The Surrender of Shares for purposes of withdrawing Trust Property shall be suspended by the Trustee only if (i) the Trust holds Surplus Property that has not been distributed in accordance with Section 4.5 (ii) the Depository is unable to process withdrawal instructions, or (iii) the Sponsor determines, in its sole discretion, that a suspension is necessary or desirable. In any case, the Trustee and the Depository shall consult with each other and use good faith efforts to resume accepting and honoring Redemption Orders as soon as possible.

Section 2.9 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 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 2.10 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.

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Section 2.11 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.

Unless otherwise directed by the Sponsor, the Trustee shall not be 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 Chinese Renminbi 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.

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

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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 Chinese Renminbi.

Every Person depositing Chinese Renminbi 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 Chinese Renminbi 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 Chinese Renminbi, Delivery or Surrender of Shares or termination of this Agreement.

ARTICLE 4

ADMINISTRATION OF THE TRUST

Section 4.1 Evaluation of Chinese Renminbi; 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 sum of Chinese Renminbi in the Interest Account and Non-Interest Account as of the close of business on the preceding Local Business Day, as reported by the Depository;

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

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

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

(e) subtract Chinese Renminbi 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.

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

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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 information reasonably available to it, and the Trustee shall in no event be liable to any Person for any errors contained in the Relevant Price or any balance, transaction or related information provided to the Trustee from the Depository. 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 Interest Account and Non-Interest Account.

All Chinese Renminbi will be deposited into the Interest Account or the Non-Interest Account in accordance with Section 6.5. The Interest Account will accrue interest in accordance with the terms of the Deposit Account Agreement. The Non-Interest Account will not accrue interest.

Section 4.4 Cash Distributions.

On the first Local Business Day of each month, the Depository will deposit into the Non-Interest Account the accrued but unpaid interest for the previous month. On the first day of each month that is both a Local Business Day and a New York Business Day, the Trustee will make withdrawals from the Non-Interest 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 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 Registered Owners 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.

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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, and (b) as directed by the Sponsor, 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 Chinese Renminbi, the Trustee shall suspend deposits of Chinese Renminbi 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 a 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 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;

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(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 first day of each month that is both a Local Business Day and a New York Business Day, the Trustee shall withdraw from the Non-Interest Account amounts necessary to pay the Trust expenses provided for in Section 4.7(a) and any otherwise unpaid expenses hereunder. In the event that the expenses exceed the balance of the Non-Interest Account, such excess shall be withdrawn from the Interest Account. The Trustee will withdraw and, pursuant and subject to the provisions of Section 4.9, convert or sell sufficient Chinese Renminbi to purchase an amount of currency other than Chinese Renminbi sufficient to pay any Trust expenses payable other than in Chinese Renminbi 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, together with interest thereon at a 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 Interest Account and Non-Interest 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.

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(d) The Trustee is conclusively authorized to sell Chinese Renminbi 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 Chinese Renminbi. Neither the Trustee nor the Sponsor shall have any liability for loss or depreciation resulting from sales of Chinese Renminbi so made. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made 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 as of 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 Chinese Renminbi in accordance with Section 4.7, the Trustee shall sell Chinese Renminbi whenever any one or more of the following conditions exist:

(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.

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When the Trustee is required or permitted to sell Trust Property, it shall sell that Trust Property as directed by the Sponsor by public or private sale in any manner and on any terms that the Sponsor determines 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, unless the Sponsor otherwise directs, the Trustee shall place an order with the Depository (which may act through an affiliate or a member of its local bank or dealer network) to convert the currency into the required currency that, if applicable, is transferable to the United States, at the Depository’s (or its affiliate’s) rate of exchange (net of commission). If the Depository declines to convert the currency or if the Sponsor determines that the currency shall be otherwise converted into the required currency, the Sponsor shall instruct the Trustee to place orders with dealers (which may include the Trustee or any of its affiliates who shall receive compensation at its normal rates) through which the Sponsor 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, as directed by the Sponsor, shall engage an agent to prepare and file such application for approval or license, if any, as the Sponsor may deem desirable.

If at any time the Sponsor shall determine that in its judgment the 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 Sponsor is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Sponsor, the Sponsor shall notify the Trustee thereof and the Trustee shall distribute the currency without conversion (or an appropriate

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document evidencing the right to receive such currency) to, or in its sole discretion may hold such currency for the respective accounts of, the Persons entitled to receive it. Any interest earned or investment gains attributable to amounts so held, net of all expenses of the distribution or holding thereof (which shall include the compensation charged by the Trustee for such services), shall be held for distribution to the Persons entitled to the amount to which the interest or gain is attributable.

If any such conversion of 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 to the extent permissible to the persons entitled to it and may distribute the balance of the currency without conversion to, or in its sole discretion may hold such currency for the respective accounts of, the Persons entitled to receive it, as described in the preceding paragraph. Any interest earned or investment gains attributable to amounts so held, net of all expenses of the distribution or holding thereof (which shall include the compensation charged by the Trustee for such services), shall be held for distribution to the Persons entitled to the amount to which the interest or gain is attributable.

In making determinations with respect to the manner of conversion or sale of currency, the Sponsor may consult with, and shall have no liability for actions taken in reliance upon the advice of, the Depository. The Trustee and the Sponsor shall not be liable or responsible in any way for depreciation or loss incurred by reason of any conversion or other disposition or of holding of currency 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 Chinese Renminbi and the Trust, including any legal matters relating to the possible disposition or acquisition of any Chinese Renminbi. 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.

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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) of the regulations under the Code or any similar or successor provision of the regulations under the Code, nor 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 Sponsor obtains and delivers to the Trustee 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 shall select the Depository and shall be solely responsible for that selection. 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.

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(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 and reimbursement of its ordinary expenses, 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 expenses not in excess of $100,000 per year and any applicable license fees.

(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. The Trustee shall have no duty to monitor or determine the sufficiency of the interest rate paid by the Depository.

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. In no event shall the Sponsor be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated.

(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.

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(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.

The Sponsor and its directors, employees, agents and 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 act or thing or does that act or 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.

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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 the following: (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 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

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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 (exclusive of the expenses assumed by the Sponsor under Section 5.1). Such reimbursement shall be made promptly after such expenses are incurred by the Sponsor. Notwithstanding the foregoing, 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) expenses for performing, or 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 expenses and disbursements incurred by it during the preceding Fiscal Year by it in connection with action taken by it pursuant to Section 5.8 and shall reimburse the Trust any amounts received by it from the Trust that exceed the amount so certified.

(d) The Trustee shall have no liability or responsibility for amounts paid to the Sponsor pursuant to this Section 5.6.

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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 that 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 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 which it may deem necessary or desirable to protect the rights 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 promptly reimbursed for those expenses by the Trust.

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(b) The Sponsor shall promptly notify the Trustee (i) regarding any action it takes pursuant to Section 5.8(a) or (ii) 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 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.

(c) Pursuant to Section 2.8(b) and otherwise at the reasonable written request of the Sponsor, the Trustee 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 Sponsor.

(d) Pursuant to Section 2.8(c) and otherwise at the reasonable written request of the Sponsor, the Trustee shall suspend withdrawals of Trust Property if the Sponsor, at its sole discretion, determines that such a suspension is necessary or desirable.

(e) Subject to Section 2.3(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.

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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 the Sponsor, 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. In no event shall the Trustee be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated; or for an amount in excess of the value of the assets of the Trust.

(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 pursuant to the Sponsor’s instruction or in reliance upon the advice of or information from the Sponsor, 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. The Trustee may employ agents, attorneys, accountants, auditors and other professionals and shall not be responsible for the acts or omissions thereof if selected with reasonable care. The Sponsor shall reimburse the Trustee for the cost of the ordinary services of such of agents, attorneys, accountants, auditors and other professionals pursuant to the Sponsor’s separate agreement with the Trustee.

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

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(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.

(f) In no event shall the Trustee be personally liable for any taxes or other governmental charges imposed upon or in respect of the Chinese Renminbi or the holding by and deposit or withdrawal thereof from the Depository, moneys or other assets from time to time held hereunder, or on the income therefrom or the sale or proceeds of sale thereof, or upon it as Trustee hereunder or upon or in respect of the Trust or the Shares, which it may be required to pay under any present or future law of the United States of America or of any other taxing authority having jurisdiction in the premises. For all such taxes and charges and for any expenses, including counsel’s fees, which the Trustee may sustain or incur with respect to such taxes or charges, the Trustee shall be reimbursed and indemnified out of the assets of the Trust and the payment of such amounts shall be secured by a lien on the Trust. This paragraph shall survive notwithstanding any termination of this Agreement and the Trust or the resignation or removal of the Trustee.

Section 6.3 Prevention or Delay in Performance by the Trustee.

The Trustee and its directors, employees, agents and affiliates shall not incur any liability to the Sponsor, 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 act or thing or does that act or thing at a later

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time than would otherwise be required. The Trustee will not incur any liability to the Sponsor, 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.

(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 the 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

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outstanding Shares specifying such default and requiring the Trustee to cure such default, the Sponsor 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 promptly 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 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.

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Section 6.5 Transfers Between Interest Account and Non-Interest Account.

(a) Proceeds from creation of Baskets shall be deposited into the Interest Account. The Trustee shall contemporaneously instruct the Depository to transfer the portion of the Basket Chinese Renminbi Amount representing interest (including accrued but unpaid interest) from the Interest Account to the Non-Interest Account. The portion of the Basket Chinese Renminbi Amount representing principal will remain in the Interest Account.

(b) Amounts payable upon Surrender of Shares in whole Baskets shall be paid from the Interest Account. The Trustee shall contemporaneously instruct the Depository to transfer the portion of the Basket Chinese Renminbi Amount representing interest (including accrued but unpaid interest) from the Non-Interest Account to the Interest Account.

Section 6.6 The Depository.

(a) The parties acknowledge that the Depository was selected solely by the Sponsor. The Trustee will have no duty or liability to any Person on account of that selection or the terms, validity or enforceability of the Deposit Account Agreement (except for the due execution thereof by the Trustee). 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 (provided, however, that any discretionary action to be taken, or decision to be made, by the Trustee pursuant to the Deposit Account Agreement shall only be taken or made if and as directed by the Sponsor and the directed action or decision does not, in the Trustee’s reasonable discretion, adversely affect the Trustee’s rights or obligations hereunder). 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.

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(b) With respect to the monitoring of the Depository, the Trustee shall: (i) review statements submitted to the Trustee by the Depository pursuant to the Deposit Account Agreement; and (ii) arrange for inspections, audits or examinations of the Trust Property held for the Trust by the Depository and of the Depository’s accounts and operations related to the Deposit Account by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Deposit Account Agreement, and shall report the results of such reviews, inspections, audits or examinations to the Sponsor. Other than as set forth in this Section 6.6(b), the Trustee shall have no duty to monitor the Depository or to take any action in respect of the Depository except as provided in Section 6.6(a). In no event shall the Trustee be liable for any loss or damage resulting from any act, omission, insolvency or other failure of the Depository.

Section 6.7 Compensation of the Trustee.

(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 2.5 or Redemption Order pursuant to Section 2.7 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. Should the Sponsor fail to pay any such fees and expenses when due, the Trustee shall be authorized to charge such fees and expenses to the Trust to the extent of amounts which could be charged to the Trust under Section 5.8(a) hereof in respect of the Sponsor’s Fee (and the Trustee may charge the same to the Trust to such extent without regard to whether, because of the Sponsor’s default, fee waiver or other reason, the Sponsor may not then be entitled to payment pursuant to

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Section 5.8(a)), and any amount paid to the Sponsor pursuant to Section 5.8(a) shall be net of amounts so withheld. Upon a failure of the Sponsor to pay any such fees or expenses, the Trustee’s right of reimbursement shall be secured by a lien on amounts chargeable to the Trust under Section 5.6(a), without giving effect to any fee waiver then in effect, prior to the interest of the Sponsor, the Registered Owners, Beneficial Owners, Depositors, and any other Person.

(c) The Trustee is entitled to charge the Trust for its compensation and all expenses and disbursements incurred by it in connection with action taken by it under Section 6.10(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 6.8 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 6.9 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.

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Section 6.10 Discretionary Actions by Trustee; Consultation.

(a) The Trustee may, in its discretion, undertake any action which it may deem necessary or desirable to protect the rights of the Registered Owners. The Trustee’s customary fee for such actions (which services are extraordinary and not compensated by the Trustee’s customary fee provided in Section 6.7(b)) and 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 promptly 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) the performance of the Trustee’s obligations under this Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, the Deposit Account Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations thereunder) or by reason of the Trustee’s acceptance of the Trust or (iii) any filings with or submissions to the

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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 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. Should the Sponsor fail to pay any amount to any Trustee Indemnified Person when due, the Trustee, on behalf of itself or such other Trustee Indemnified Person, shall be authorized to charge such amount to the Trust. Upon a failure of the Sponsor to pay any such amount, the Trustee’s right of reimbursement shall be secured by a lien on the assets of the Trust, prior to the interest of the Sponsor, Registered Owners, Beneficial Owners and any other Person.

(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 an registration statement, or any amendment thereto, a prospectus pursuant to the Securities Act of 1933 Section 10(a) or Section 10(b), or a prospectus supplement thereto 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

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the relative benefits received by the Sponsor on the one hand and the Trustee on the other hand from the fees each receives that are 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 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 the Sponsor 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 by the Sponsor 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.

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(e) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (each, a “Proceeding”) in respect of which indemnity may be sought by a party is brought or asserted against the another 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

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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 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.

ARTICLE 8

AMENDMENT AND TERMINATION

Section 8.1 Amendment.

The Trustee and the Sponsor may amend any provisions of this Agreement without the consent of any Registered Owner; provided, however, that the provisions of Section 2.6, Section 2.7, Section 2.10, Section 4.2 through Section 4.7, this Section 8.1 and Section 8.2 may not be amended unless (i) the provision relates solely to procedural or logistical matters (as distinguished from core economic rights), or (ii) prior to the amendment, (a) the Sponsor obtains and delivers to the Trustee a written opinion of counsel to the effect that after such amendment the Trust will continue to be classified as a “grantor trust” under the Code, and (b) in the event that such opinion of counsel assumes that certain actions are taken by the Sponsor or the Trustee in connection with such amendment, such actions shall be taken by the Sponsor or the Trustee, as the case may be. 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

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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.

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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, which date shall be no later than 90 days from the mailing of termination notice, if any 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;

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

(iii) the Depository resigns or is removed; or

(iv) the Trust receives notice from the Internal Revenue Service or counsel for the Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Code.

(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, which date shall be no later than 90 days from the mailing of termination notice, if any of the following occurs and the Sponsor has notified the Trustee that it elects to terminate this Agreement:

(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;

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(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) all of the Trust’s assets are sold;

(v) the aggregate market capitalization of the Trust, based on the closing price for the Shares remains less than $300 million at any time for five consecutive trading days beginning after the first anniversary of this Agreement; or

(vi) DTC ceases providing book-entry settlement services for the Shares.

(c) 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 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.

(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, provided, however, that if the law governing the Trust limits the maximum period during which the Trust may continue, the trust shall terminate upon the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living on the date of this Agreement.

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(e) On and after the date of termination of this Agreement, the Trustee shall not accept any deposits of Chinese Renminbi. 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 (except to the extent the Depository credits interest pursuant to the Deposit Account Agreement) and without liability for interest, pay the Trust’s expenses and sell Chinese Renminbi 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 by Authorized Participants in accordance with Section 2.7 (after deducting or upon payment of, in each case, the fee of the Trustee set forth in Section 6.7 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), and the Trustee is authorized to make such computations and take such other actions provided in this Agreement as may be necessary to accomplish the foregoing limited purposes. Upon the expiration of 90 days following the date of termination of this Agreement, pursuant to the Sponsor’s direction or if the Sponsor fails to provide direction as the Trustee determines, the Trustee shall sell for Dollars the Trust Property and any other 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 that have not theretofore been Surrendered, such Registered Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. The Trustee shall have no liability for loss or depreciation resulting from any sale made pursuant to the Sponsor’s direction or otherwise made by the Trustee in good faith. After making such sale, the trust created by this Agreement shall terminate and the Trustee shall be

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discharged from all obligations under this Agreement, except to deliver to such Registered Owners against Surrender of Shares (and, if DTC is the Registered Owner, in accordance with its rules and procedures for such Surrender and delivery) their pro rata portion of the net proceeds and other cash (after deducting, in each case, any accrued fees and expenses, and any taxes, other governmental charges or liabilities payable by the Trust, and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement). 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 6.7 and Section 7.1, each of which shall survive termination of this Agreement. The Trustee’s recourse to the Trust under Sections 6.7 and 7.1, the Sponsor’s right to compensation under Section 5.6 and this Section 8.2(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 Beneficial Owners, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

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

Section 9.4 Certain Matters relating to Beneficial Owners.

(a) By the purchase and acceptance or other lawful delivery and acceptance of Shares, each Beneficial Owner thereof shall be deemed to be a beneficiary of the Trust created by this Agreement and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Beneficial Owner, subject to the terms and conditions of this Agreement. Upon issuance as provided herein, Shares shall be fully paid and non assessable.

(b) Subject to and in accordance with Sections 2.7 and 2.8, Shares may at any time prior to the date specified by the Trustee in connection with the termination of the Trust be tendered to the Trustee for redemption.

(c) The death or incapacity of any Beneficial Owner shall not operate to terminate this Agreement or the Trust, nor entitle such Beneficial Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Each Beneficial Owner expressly waives any right such Beneficial Owner may have under any rule of law, or the provisions of any statute, or otherwise, to require the Trustee at any time to account, in any manner other than as expressly provided in the Agreement, in respect of the Trust Property from time to time received, held and applied by the Trustee hereunder.

(d) No Beneficial Owner shall have any right to vote or in any manner otherwise to control the operation and management of the Trust, or the obligations of the

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parties hereto. Nothing set forth in this Agreement shall be construed so as to constitute the Beneficial Owners from time to time as partners or members of an association; nor shall any Beneficial Owner ever be liable to any third person by reason of any action taken by the parties to this Agreement, or for any other cause whatsoever.

(e) The rights of Beneficial Owners must be exercised by DTC Participants or participants of any successor Depository acting on their behalf in accordance with its rules and procedures 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 Chinese Renminbi, 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 Mellon

2 Hanson Place – 9th Floor

Brooklyn, NY 11217

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

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To the Sponsor:

Rydex Specialized Products LLC

c/o Rydex Investments

805 King Farm Boulevard, Suite 600

Rockville, Maryland 20850

Attention: Kevin Farragher

Facsimile: 301-296-5112

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, provided, however, that notices to DTC shall be given in accordance with its rules and procedures established from time to time.

Section 9.6 Agent for Service; Submission to Jurisdiction.

The Sponsor hereby (i) irrevocably designates and appoints CT Corporation, 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

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appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such 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.

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

RYDEX SPECIALIZED PRODUCTS LLC,
as Sponsor
By:	/s/ Nikolaos Bonos
Name: Nikolaos Bonos
Title: President & CEO
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Howard Phillips
Name: Howard Phillips
Title: Managing Director

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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

CHINESE RENMINBI SHARES

ISSUED BY

CURRENCYSHARES^® CHINESE RENMINBI TRUST

REPRESENTING

FRACTIONAL INTERESTS IN DEPOSITED CHINESE RENMINBI AND ANY

OTHER TRUST PROPERTY

THE BANK OF NEW YORK MELLON, as Trustee

No. 1 * Shares

CUSIP: 23131C107

THE BANK OF NEW YORK MELLON, 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 CurrencyShares^® Chinese Renminbi 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 25,000,000 Chinese Renminbi that are deposited under the Agreement and held by the Depository referred to in the Agreement. The amount of Chinese Renminbi 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 2 Hanson Place, Brooklyn, New York 11217, 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 August 16, 2011 (the “Agreement”) between Rydex Specialized Products LLC d/b/a “Rydex Investments” (herein called the Sponsor) and the Trustee. By becoming a Registered Owner or Beneficial Owner, or by depositing Chinese Renminbi, a Person 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: August 16, 2011	THE BANK OF NEW YORK MELLON,
	as Trustee
	By:	/s/ Howard Phillips
	Its:	Managing Director

THE TRUSTEE’S CORPORATE TRUST OFFICE ADDRESS IS

2 Hanson Place, Brooklyn, New York 11217

4

EX-5.1

Exhibit 5.1

August 24, 2011         FOLEY & LARDNER LLP ATTORNEYS AT LAW 321 NORTH CLARK STREET, SUITE 2800 CHICAGO, IL 60654-5313   312.832.4500 TEL 312.832.4700 FAX foley.com   CLIENT/MATTER NUMBER 058081-0141

Rydex Specialized Products LLC,

  d/b/a Rydex Investments

805 King Farm Boulevard

Suite 600

Rockville, MD 20850

Re: CurrencyShares^® Chinese Renminbi 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. 333-174640, initially filed on June 1, 2011 (the “Registration Statement”). The Registration Statement relates to the proposed issuance by the CurrencyShares^® Chinese Renminbi Trust (the “Trust”), an investment trust formed on August 16, 2011 under the laws of the State of New York pursuant to the terms of the Depositary Trust Agreement dated August 16, 2011 (the “Trust Agreement”) between the Company, as sponsor, and The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York (f/k/a The Bank of New York), as trustee (the “Trustee”), of 7,000,000 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 organizational documents of the Company;

2. Records of proceedings and actions taken by the Company;

3. The Registration Statement;

4. The Trust Agreement;

5. The Deposit Account Agreement dated as of August 16, 2011 between JPMorgan Chase Bank, N.A., London Branch, a company incorporated with limited liability as a national banking association, as Depository, and the Trustee, in its capacity as trustee of the Trust, as amended; and

6. A form 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.

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,

/s/ Foley & Lardner LLP

EX-8.1

Exhibit 8.1

August 24, 2011         FOLEY & LARDNER LLP ATTORNEYS AT LAW   321 NORTH CLARK STREET, SUITE 2800 CHICAGO, IL 60654-5313 312.832.4500 TEL 312.832.4700 FAX foley.com   CLIENT/MATTER NUMBER 058081-0141

Rydex Specialized Products LLC,

  d/b/a Rydex Investments

805 King Farm Boulevard

Suite 600

Rockville, MD 20850

Re: CurrencyShares^® Chinese Renminbi 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. 333-174640, initially filed on June 1, 2011 (the “Registration Statement”). The Registration Statement relates to the proposed issuance by the CurrencyShares^® Chinese Renminbi Trust (the “Trust”), an investment trust formed on August 16, 2011 under the laws of the State of New York pursuant to the terms of the Depositary Trust Agreement dated August 16, 2011 (the “Trust Agreement”) between the Company, as sponsor, and The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York (f/k/a The Bank of New York), as trustee (the “Trustee”), of 7,000,000 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 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.

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 statements 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,

/s/ Foley & Lardner LLP

EX-10.2

Exhibit 10.2

DEPOSIT ACCOUNT AGREEMENT

GLOBAL ACCOUNT TERMS

The Bank of New York Mellon, in its capacity as trustee (the “Customer”) of the CurrencyShares^® Chinese Renminbi Trust, a trust formed under New York law (the “Trust”), and the London Branch of JPMorgan Chase Bank, N.A. (the “Bank”) undertake to comply with and be bound by the following Global Account Terms of this Deposit Account Agreement (this “Agreement”).

ESTABLISHING ACCOUNTS

1.1 The Customer’s Chinese Renminbi-denominated (i) interest-bearing account (the “Interest Account”) and (ii) non-interest-bearing account (the “Non-Interest Account”) (each individually the “Account” and collectively the “Accounts”) maintained with the Bank shall be subject to these Global Account Terms (the “Account Terms”) and the Account Application and the Signature List executed by the Customer regarding the Accounts attached hereto (together, the “Account Applications”), and, by continuing to use the Accounts, the Customer acknowledges its acceptance of these Account Terms and the relevant Account Applications.

1.2 Unless otherwise specified, the Customer will establish the Accounts as principal. The Customer shall not transfer any of its rights and interests in the Accounts nor create any form of security interest over such rights and interests without the prior written consent of the Bank.

1.3 The Customer represents and warrants that it has power and capacity to open and operate the Accounts, that the Account Terms and the relevant Account Applications constitute valid and binding obligations of the Customer and that the Customer has taken all necessary actions to duly authorize the execution and delivery of the same.

SIGNATORIES

2.1 “Signatory” means a person named in the relevant Account Application (or other analogous document under which the Customer authorises persons to communicate with the Bank in relation to the Accounts) who is authorised to act on behalf of the Customer at the time of the relevant Instruction (as defined in Clause 4.1 below) and in respect of the matters set out in Clause 3 below.

2.2 The Bank may treat any Signatory as duly authorised to issue Instructions until the Bank receives written notice from the Customer that the Signatory no longer has the authority to issue Instructions and the Bank has had an opportunity to act on such notice, which the Bank undertakes to do promptly.

2.3 The Customer will provide specimen signatures (including specimens of facsimile signatures and/or personal seals) to the Bank (in the Account Application or otherwise) in the number and form required and will verify the identity of each Signatory in a manner required by the Bank.

AUTHORITY OF SIGNATORIES

3.1 Each Signatory, subject to any written limitation received by the Bank from the Customer, is authorised on behalf of the Customer to:

(a) open, operate and close the Accounts;

(b) appoint and remove Signatories;

(c) execute the Account Application(s) and any form of agreement relating to communications, whether by telephone, electronic or other means;

(d) execute any agreements relating to overdrafts, borrowings or cash management;

(e) overdraw the Accounts as may be permitted by the Bank;

(f) make arrangements with the Bank concerning periodic payments into or out of the Accounts;

(g) advise the Bank of credits destined for the Customer’s Accounts;

(h) place money on interest-bearing or term deposit with the Bank and withdraw that money and accrued interest either on or before any applicable maturity date;

(i) authorize and request the Bank to effect foreign exchange transactions for the account of the Customer;

(j) deposit Chinese Renminbi-denominated currency of the Customer with the Bank for safe keeping, have access to and reclaim such currency so deposited or give the Bank Instructions in relation to it;

(k) execute guarantees, indemnities or other undertakings to the Bank in relation to:

(i) missing documents;

(ii) undertakings given or to be given by the Bank to or at the request of the Customer; or

(iii) anything else done or to be done by the Bank at the request of the Customer;

(l) give the Bank any form of security over, or make any other arrangements with the Bank concerning the Chinese Renminbi-denominated currency held in the Accounts;

(m) countermand, revoke or amend Instructions; and

(n) give the Bank Instructions relating to any of the above.

INSTRUCTIONS

4.1 “Instruction” means a communication, including without limitation a cheque or demand for payment, which (i) contains the information required by the Bank to enable the Bank to give effect to the communication; (ii) is received by the Bank in writing, by facsimile, SWIFT, or via the Bank’s electronic instruction system or such other means as are for the time being agreed by the Customer and the Bank; and (iii) the Bank believes in good faith to have been given by the Customer.

4.2 The Customer is responsible for issuing Instructions in a manner so as to prevent unauthorised completion, alterations or additions.

4.3 If the Bank and the Customer at any time agree on a security procedure to be used in relation to any category of communications (including encryption), the Customer shall safeguard any test keys, passwords, identification codes or other security or authentication devices, make them available only to properly authorised persons and be fully responsible for any use of such security procedure (whether authorised or unauthorised)

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4.4 Nothing in this Clause 4 obligates the Bank to confirm Instructions which appear to the Bank acting in good faith to have been given by a Signatory.

AUTHORITY AND OBLIGATIONS OF THE BANK

5.1 The Bank is authorised and agrees to accept, honour and execute without inquiry each Instruction which the Bank believes in good faith to have been given by a Signatory and any other Instruction communicated by other means which the Bank receives in strict accordance with any agreed security procedure. Provided the Bank believes in good faith that an Instruction has been given by a Signatory, where such an Instruction has been effected by means of a facsimile signature, personal seal or chop, the Bank is authorised to act on such Instruction, regardless of by whom the facsimile signature, personal seal or chop was actually affixed. The Bank need not inquire into the circumstances of any transaction.

5.2 The Bank may at its option use any means to confirm or clarify Instructions, even if any agreed security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honour the Instruction.

5.3 The Bank has established cut-off times for some categories of communications, details of which are attached hereto as Addendum A. If an Instruction is received by the Bank after its cut-off times, the Bank may process the Instruction on the next day on which it is open for such business. The Bank may process any Instruction through any of the payment systems identified in Addendum A.

5.4 Execution of Instructions will be subject to applicable law and the rules of the payment system used, including those laws or rules concerning a misdescribed or missing beneficiary, beneficiary’s bank or intermediary bank. The Bank may rely on the identifying number of any account, intermediary or beneficiary’s bank which appears in an Instruction as the proper identification of the beneficiary, intermediary or beneficiary’s bank notwithstanding that the Instruction identifies an entity different from the entity identified by name in the Instruction. The Bank may complete or correct incomplete or inaccurate intermediary or beneficiary bank details.

5.5 Due to the operations of the Trust, redemptions of shares of the Trust could result in an Instruction that would require a withdrawal from the Non-Interest Account in excess of the balance in such account. The Bank shall honour such an Instruction without assessing an overdraft fee. The Bank may charge customary interest, fees and other expenses for all other overdrafts of the Non-Interest Account or the Interest Account.

5.6 Where execution of an Instruction requires the Bank to purchase or sell a currency other than the currency of the Account on which the Instruction is given, the Bank is authorised to purchase or sell the currency at a commercially reasonable rate at the relevant time for the purchase or sale of such currency taking into account the size and tenor of the transaction.

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5.7 If the Customer chooses to confirm any Instruction, any confirmation must be clearly marked as such and, if there is any discrepancy between an Instruction and any confirmation, the terms of the Instruction shall prevail.

DEPOSITS, AVAILABILITY OF FUNDS

6.1 The Customer undertakes that it will have good title to all items presented to the Bank for deposit or for any other purpose. Money deposited or paid into an Account will not be regarded as available until collected and irrevocably received in cleared funds.

6.2 As collecting bank, the Bank as agent for the Customer shall process the transactions contemplated under this Agreement in accordance with the custom and market practice, when applicable.

6.3 If the Bank credits an Account in contemplation of receiving funds for the Customer’s credit and those funds are not actually received by the Bank, or on the faith of a transaction which is subsequently set aside or revoked, or if the Bank does not receive funds for the Customer’s credit for value on the date advised by or on behalf of the Customer, the Bank shall be entitled to debit the Account of the Customer with the amount previously credited and/or with any other charges incurred. If the Account becomes overdrawn or further overdrawn as a result of such debit, the Customer will pay on demand the overdrawn amount and interest on the overdrawn amount.

6.4 Bank shall not accept, and shall return without interest to the remitter of funds, the amounts received for deposit to the Interest Account on any Bank business day, if (a) the aggregate deposit liability of the Bank to the Trust for the Accounts following the deposit of such amounts would exceed 3,250,000,000 Chinese Yuan or (b) the amount of Chinese Renminbi deposited for creation of baskets of shares of the Trust on such Bank business day exceeds 650,000,000 Chinese Yuan. The Bank shall promptly notify the Customer and the sponsor of the Trust as the deposit amounts approach the limits set forth in the preceding sentence. The foregoing limitations shall be subject to periodic review by the Bank and the sponsor, and the Bank may, in its sole discretion, increase such limitations, any increase to be effective upon no less than two business days’ prior written notice to the Customer. For purposes of the preceding sentence, “business day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which the New York Stock Exchange is not open for regular trading at noon, New York time.

6.5 The Bank shall notify the Customer if there are circumstances causing the Bank to reasonably expect that it will be unable to accept Instructions for the withdrawal of money held in the Accounts as soon as practicable . Upon such notification, the Customer shall suspend generally or refuse orders to redeem shares of the Trust. In such case, the Customer and the Bank shall consult with each other and use good faith efforts to resume withdrawals as soon as possible.

6.6 Each day that orders are placed with and accepted by the Trust for the purchase or redemption of shares in the Trust, the Customer shall notify the Bank of the anticipated

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amounts of Chinese Renminbi that will be deposited to, or withdrawn from, the Interest Account on the settlement date for those orders and, for any other deposit or withdrawal transaction involving the Accounts, the Customer shall notify the Bank of the anticipated amounts of Chinese Renminbi that will be deposited to, or withdrawn from, the Accounts for such other transaction. The Customer shall deliver proper Instructions to the Bank to direct Bank’s actions with respect to the foregoing.

6.7 The Customer may place an order with the Bank for the conversion of an amount of Chinese Renminbi held in the Accounts into another currency for which the Bank provides currency exchange contracts or facilities. The Bank (which may act through an affiliate or a member of its local bank or dealer network) may, but is not obligate to, enter into spot or forward foreign exchange contracts with the Customer for such currency conversion trades. The Bank may establish rules or limitations concerning any foreign exchange contracts or facilities made available. In all cases where the Bank or its affiliates or local dealers enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

6.8 When requested by the sponsor of the Trust, the Bank shall make a representative of the Bank available to the sponsor of the Trust to advise on matters concerning the conversion or sale of Chinese Renminbi held in the Accounts.

INTEREST

7.1 Interest will accrue daily, in Chinese Renminbi, on all Chinese Renminbi balances in the Interest Account only and will be credited monthly by the Bank, in Chinese Renminbi, to the Non-Interest Account. No interest will be earned on balances in the Non-Interest Account. The Bank will endeavour at all times to pay a competitive interest rate on all Chinese Renminbi balances in the Interest Account. As of the date of this Agreement, the Bank has agreed to pay interest at an annual nominal rate equal to 10 basis points. The Bank may change the rate based upon changes in market conditions or the Bank’s liquidity needs. The Bank will notify the Customer of the interest rate applied on each Bank business day after the close of the Bank business day. The Bank will endeavour to provide to the Customer advance notice whenever the Bank intends to change the interest rate on the Interest Account, except where there are unforeseen changes in conditions or significant changes in the Trust’s balances in the Interest Account. If the Bank at any time pays an interest rate on the Interest Account that the Customer believes inconsistent with the terms of this Agreement, the Customer’s sole recourse will be to withdraw the Chinese Renminbi balance from the Accounts, terminate this Agreement and close the Accounts.

ACCOUNT INFORMATION

8.1 On each Business Day by 9:00 New York time, the Bank will provide the Customer with a statement of the transactions in the Accounts occurring on the prior Business Day and the prior day’s ending balance. In addition, the Bank will issue, on a periodic basis, such other balance and transactions reports for the Accounts as may be agreed between the Bank and the Customer, which shall include records of all deposits and withdrawals concerning the

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Accounts and all credit of interest to the Non-Interest Account. All statements and reports referenced in this Section 8.1 shall be made available to the Customer by the Bank via our JPMorganAccess (VPR) on-line reporting tool. Further, all end-of-business day balances in the Accounts are stated as of the close of the Bank’s banking day (usually 4:00pm, London time).

8.2 The Customer will ensure that the statements, confirmations and advices it receives from the Bank are examined by a responsible person on behalf of the Customer within a reasonable time of receipt and, thereupon, Customer shall promptly notify the Bank of any mistake or discrepancy of which the Customer becomes aware from such statements, confirmations and advices. The Bank will correct any mistake or discrepancy upon identification thereof. The Bank shall not be responsible for the Customer’s reliance on balance, transaction or related information which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank.

8.3 The Bank agrees to give access to the Customer and any of its independently appointed auditors to review the books and records of the Accounts upon reasonable prior notice to the Bank. Neither the Customer nor its auditors shall be entitled to take away such books and records or any copies of thereof (whether in written or electronic format) without the prior written consent of the Bank which consent shall not be unreasonably withheld. The duty of the Bank under this Clause 8.3 to provide the information under this Clause shall, with respect to the time and scope of access, always be at the Bank’s reasonable discretion and subject to all applicable laws and regulations, and any duties of confidentiality of the Bank.

OTHER DOCUMENTATION

9.1. These Account Terms and the Account Applications replace any existing agreements relating to the subject matter hereof or thereof, with effect from the date the Bank receives the relevant Account Application or analogous document in form and substance satisfactory to the Bank.

9.2 These Account Terms are in addition to any future agreement between the Bank and the Customer (including without limitation any agreement relating to the provision of electronic banking services, specific payment or cheque services or custody services), and, if there is an inconsistency between these Account Terms and any such other agreement, any such other agreement will prevail for the purposes of the particular account or service which is the subject of such other agreement. If there is an inconsistency between these Account Terms and any terms of the relevant Account Application(s), the terms of the Account Application(s) shall prevail for the purposes of the Account(s) which are subject to such Account Application(s).

REVERSALS

10.1 Unless otherwise expressly provided, all Instructions shall continue in full force and effect until cancelled or superseded. Instructions may be reversed, amended, cancelled or revoked by the Customer only with the consent of the Bank. That consent shall not be withheld unless

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the Bank reasonably determines that it would not be possible to give effect to any reversal, amendment, cancellation or revocation, or the Bank has entered into other transactions or otherwise materially changed its position as a result of receiving such Instructions.

10.2 The Customer may stop payment of a cheque at any time provided the Bank branch on which the cheque is drawn receives an Instruction to that effect from the Customer prior to the Bank honouring or arranging to honour the cheque concerned.

10.3 If the Bank erroneously posts or fails to post an entry to an Account, the Bank may reverse or make a correcting entry and the provisions of Clause 6.3 shall apply to any resulting overdraft.

FEES AND CHARGES

11.1 The Bank may, at its option, invoice the Customer or debit the Accounts for services or for handling telecommunications or messages dispatched at the Customer’s request, and other out of pocket costs incurred by it for the Customer’s account in accordance with its fee arrangements in place from time to time. The Bank shall provide Customer with a copy of the current fees. All payments to be made to the Bank shall be in full, without set-off or counterclaim and free of any deductions or withholdings on account of any tax or otherwise. The Bank will forward to the Customer a statement in respect of each Account detailing all interest (if applicable) and fees charged to that Account.

11.2 The Customer agrees to pay or reimburse the Bank for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses in connection with them) incurred in connection with the Accounts (including payments or receipts to the Accounts) except if imposed on the overall net income of the Bank.

REPAYMENT OF OVERDRAFTS

12.1 In the event that there is an overdraft of the Non-Interest Account (as provided for in Clause 5.5 above), any monies paid into the Non-Interest Account will first be used to credit such overdraft.

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INDEMNITY AND LIABILITY

13.1 The Customer shall fully indemnify the Bank and its employees, officers and directors and each of the affiliates and subsidiaries of JPMorgan Chase Bank, N.A. on demand, at all times against any losses, costs, claims, damages, liabilities and expenses (including without limitation reasonable legal fees) which it or they suffer or incur directly or indirectly (i) as a result of the Customer’s breach of these Account Terms or the Bank acting on what it believed in good faith to be the Customer’s communication or Instruction or (ii) because of anything done under or as contemplated by these Account Terms. This indemnity is in addition to and not in substitution for any other indemnity or right in favour of the Bank given by law or otherwise and shall not be affected or discharged by anything.

13.2 (i) Subject to Clause 13.2(ii) below, the Bank shall be liable only for direct loss or damage which the Customer suffers or incurs arising from the Bank’s gross negligence or willful misconduct and shall not be liable for any other loss or damage of any nature.

(ii) The Bank shall not in any event be liable for loss of business or profits or goodwill or any indirect or consequential or punitive or special loss or damage, in each case whether or not reasonably foreseeable, even if the Bank has been advised of the likelihood of such loss or damage and whether arising from negligence, breach of contract or otherwise.

(iii) The provisions of Clause 13.2(i) and (ii) above shall not apply to the extent that the loss or damage is caused by fraud on the part of the Bank.

13.3 The Bank of New York Mellon enters into this Agreement only in its capacity as trustee of the Trust (the “Trustee”) and in no other capacity, and in no circumstances shall The Bank of New York Mellon have any liability under or in connection with this Agreement other than as the Trustee. Any liability of the Trustee arising under or in connection with this Agreement is limited to, and can be enforced against the Trustee only to the extent to which such liability can be satisfied out of, the assets of the Trust which are available under the terms of the trust agreement governing the Trust to meet such liability at the time the amount in respect of such liability is claimed against the Trustee. This limitation on the Trustee’s liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement or the Accounts, except that the Trustee will be held liable individually for its fraud in connection with these Account Terms.

GOVERNING LAW AND JURISDICTION

14.1 These Account Terms, the relevant Account Application and the rights and obligations of the Customer and the Bank in respect of the Accounts shall be governed by, performed and construed in accordance with the laws of England.

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14.2 If any of these Account Terms is unenforceable or illegal in any jurisdiction that will not affect the rest of the Account Terms in that jurisdiction, or any of the Account Terms in any other jurisdiction.

14.3 In relation to the Accounts, the courts of England shall have non-exclusive jurisdiction to settle any disputes which arise out of or are connected with these Account Terms, the relevant Account Application and/or the relevant Account. This clause does not prevent the Bank or Customer from initiating legal proceedings in the United States.

RECORDING

15.1 Each of the Bank and the Customer may record telephone conversations with the other. Upon the request and reimbursement of the cost, the party recording a telephone conversation will supply a copy or transcript of any such recording to the other party. The recording or transcript may be used in resolving any dispute between the Bank and the Customer. Recordings and any transcript shall be the property of the party making the recording.

15.2 The Bank may microfilm or electronically record any document and, subject to any law affecting the relevant Account, may destroy the original of such documents. Subject to the provisions of applicable law, the Bank and the Customer shall be entitled to rely on any such stored document in any legal proceeding or for any other purpose.

DISCLOSURE

16.1 The Customer authorises the Bank to retain an affiliated company and/or any other agents to perform data processing, collection and other services which the Bank considers necessary or desirable for the Bank. The Bank reserves the right to modify or terminate its arrangements with its agents at any time.

16.2 The Customer agrees that Instructions and information concerning the Accounts, the Customer and transactions to be disclosed in accordance with this clause 16 may be transmitted across national boundaries and through networks including those owned and operated by third parties.

16.3 The Customer authorises the Bank to disclose information concerning the Accounts, transactions concerning the Accounts or the Customer where, (i) in the Bank’s view, the disclosure is necessary or desirable for the purpose of allowing the Bank to perform its duties and exercise its powers and rights hereunder; (ii) the disclosure is to a proposed assignee of the rights of the Bank in respect of the Accounts; (iii) the disclosure is to a branch, affiliate, subsidiary, employee or agent of JPMorgan Chase & Co. or to its auditors or legal advisers; (iv) the disclosure is to the auditors of the Customer or the Trust; or (v) as may be otherwise required by law, irrespective of whether the disclosure is made in the jurisdiction in which the Customer is resident, the Accounts are kept, the transactions conducted or elsewhere.

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FORCE MAJEURE

17.1 The Bank shall have no liability for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, to the extent caused by an act of God, fire, flood, civil or labour disturbance, war or terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint (including attachments or other legal process), fraud or forgery (other than on the part of the Bank or any of its directors, officers or employees), malfunction of equipment (including, without limitation, any computer or related software) except where such malfunction is primarily attributable to the Bank’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 Bank (including, without limitation, the non-availability of appropriate foreign exchange).

17.2 Any amount standing to the credit of an Account with the Bank is payable exclusively at the branch at which the Account is held; however, payment may be suspended from time to time in order to comply with any law, regulation, governmental decree or similar order for the time being affecting the Bank, its officers, employees, affiliates, agents or correspondents.

NOTICES

18.1 Any communication, including Instructions, shall be in writing unless otherwise agreed and may be sent by personal delivery, facsimile, SWIFT or post, addressed, in the case of communications from the Customer to the Bank, to the address designated to Customer by the Bank, and, in the case of communications from the Bank to the Customer, to the address notified by the Customer to the Bank from time to time. Any communication will only be effective when actually received.

18.2 Any notices to be sent to the sponsor of the Trust by the Bank under this Agreement shall be sent to:

Rydex Specialized Products LLC

c/o Rydex Investments

805 King Farm Boulevard, Suite 600

Rockville, Maryland 20850

Attention: Kevin Farragher

Facsimile: 301-296-5112

18.3 Any notices to be sent to the Customer by the Bank under this Agreement shall be sent to:

The Bank of New York Mellon

2 Hanson Place, 9th Floor

ETF Services

Brooklyn, NY 11217

Attention: : Cheryl Cohen

Facsimile: 718-315-4850

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18.4 Any communication to be sent to the Bank by the Customer under this Agreement shall be sent to:

For Instructions:

JPMorgan Chase Bank, N.A.

10410 Highland Manor Drive Floor 04,

Mailcode FL3-3436, Tampa, FL 33610-9128

Attention: Wing-Shan Kwok

Facsimile: 1-877-537-1236

SWIFT BIC: HSBCHKHH

For all other communication:

JPMorgan Chase Bank, N.A.

1 Chase Manhattan Plaza, 19^th Floor

New York, NY 10005

Attention: Mei Po Wong

Facsimile: 212 552 0551

CLOSURE/TERMINATION

19.1 The Bank has the right to close the Accounts at any time by not less than one-hundred and fifty (150) days’ notice in writing addressed to the Customer at its most recent address as advised by the Customer to the Bank. Before or on the expiry period of such notice, the Bank will transfer any balance in the Accounts in accordance with the Customer’s Instructions. In the absence of such Instructions, the Bank may transfer the balance to an unclaimed moneys account. On the expiry of such notice period, the Bank’s obligations in respect of the Accounts shall cease. However, any such closure or termination shall not affect the Customer’s liabilities to the Bank or the Bank’s liabilities to the Customer arising prior to or after such termination or closure, all of which shall continue in full force and effect. In the event of the termination of the trust agreement governing the Trust, the Customer will provide written notice of the date of such termination to the Bank and the Bank thereafter will not accept any deposits of Renminbi for creation of baskets of shares of the Trust.

MISCELLANEOUS

20.1 The expressions “Bank” and “Customer” when used herein shall include any successor of the Bank or the Customer, as applicable, and “successor” means an assignee or successor of JPMorgan Chase Bank, N.A., or of The Bank of New York Mellon, in its capacity as trustee of CurrencyShares^® Chinese Renminbi Trust, as applicable, or any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations

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of JPMorgan Chase Bank, N.A., or The Bank of New York Mellon, in its capacity as trustee of the CurrencyShares^® Chinese Renminbi Trust, as applicable, hereunder or to which under such laws the same have been transferred.

20.2 If these terms are translated into, or appear in a language other than English, the English language version shall govern and control.

20.3 Headings are for convenience only and shall not affect the interpretation of this document.

20.4 The Customer acknowledges that deposits held in a branch of the Bank located outside of the U.S. are not insured by the Federal Deposit Insurance Corporation, are subject to cross-border risks and may enjoy a lesser preference, as compared to deposits held in the U.S., in the event the Bank should be liquidated, insolvent or placed into receivership or other proceeding for the benefit of creditors.

20.5 These Account Terms may be enforced only by the Bank or the Customer or such party’s successors and permitted assigns. Notwithstanding the foregoing, but subject to the prior written consent of the Bank, each employee, officer and director of the Bank and each of the affiliates and subsidiaries of JPMorgan Chase Bank, N.A. may enforce the terms of Clause 13. The Bank and the Customer may at any time, by written agreement, rescind these Account Terms or vary them without the consent of such employees, officers, directors or the affiliates and subsidiaries of JPMorgan Chase Bank, N.A.

20.6 (i) The Bank will collect information about the Customer and the Customer’s employees and agents which may constitute personal data for the purposes of the Data Protection Act 1998 (the “Act”) and other relevant data protection legislation (such as, without limitation, authorised signatory details). Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods”), including via Account Applications or other analogous documents, via applications or documentation relating to the provision to or use by the Customer of electronic banking services, or specific payment or cheque services, via the Customer’s use of such electronic banking services, or specific payment or cheque services, and via other correspondence or communications between the Customer and the Bank.

(ii) The Bank will use personal data collected by it or on its behalf via the Collection Methods for the following purposes (the “Purposes”): namely, for the purpose of providing the services to the Customer in accordance with these Account Terms and the Account Applications, for otherwise administering the Account(s), for providing the Customer with services such as electronic banking services, or specific payment or cheque services, for the Bank’s internal administrative purposes, for contacting the Customer about products and services which the Bank or other members of the Bank’s group offer which the Bank believes may be of interest to the Customer, and as may be otherwise required by law or applicable regulatory or governmental authorities, and such purposes may include transfer of such personal data outside of the United Kingdom to the Bank’s subsidiaries or other connected companies or to other organisations as may be required by law or other applicable regulatory or governmental authorities.

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(iii) The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods which relate to the Customer’s employees or agents is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful.

PAYMENT SERVICES REGULATIONS 2009

Regulatory framework and corporate classification

21.1. Information about U.K. Deposit Protection Compensation Arrangements

The Bank is a participant in the U.K. Financial Services Compensation Scheme (Scheme). The Scheme can pay compensation to depositors if a bank is unable to meet its financial obligations. The Scheme is only available to certain types of claimants (referred to as eligible depositors). In respect of deposits, an eligible depositor is entitled to claim up to a maximum of £85,000. The £85,000 limit relates to the combined amount in all the eligible depositor’s accounts with the bank.

Customer hereby (i) acknowledges that Bank has made Customer aware of the Scheme and (ii) agrees to immediately inform the Bank if Customer qualifies as eligible under the Scheme so that the Bank can record Customer’s eligibility in the Bank’s systems. Customer acknowledges that its failure to so notify the Bank may result in Customer’s failing to receive its entitled compensation payout within the seven calendar days as set out by the Scheme.

Verification of FSCS eligibility criteria and further details of the Scheme can be found at: http://fsahandbook.info/FSA/html/handbook/COMP.

21.2. The Bank may with respect to the Accounts and services provided under this Agreement be acting as a payment service provider as defined in the Payment Services Regulations 2009 (as amended from time to time, the “Regulations”). Unless otherwise defined herein, terms defined in the Regulations shall have the same meaning when used in this Clause 21.

21.3. The Customer represents and warrants to the Bank that at the time it becomes bound by this Agreement or if later these supplemental provisions or any other relevant service terms it is not a consumer, micro-enterprise or charity as defined in, and used for the purposes of, the Regulations, and the Customer undertakes to notify the Bank promptly if at any time it becomes such a consumer, micro-enterprise or charity. Broadly, for these purposes, a micro-enterprise is an autonomous enterprise that employs fewer than ten people and whose annual turnover and/or balance sheet total does not exceed €2 million (or its Sterling equivalent), a consumer is an individual acting for purposes other than a trade, business or profession, and a charity includes only those whose annual income is less than £1 million.

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21.4. On this basis and in accordance with regulations 33(4) and 51(3) of the Regulations (which provide that the Bank and the Customer may agree that certain provisions of the Regulations shall not apply), the Customer agrees that all the provisions of the Regulations that the Bank and the Customer may lawfully agree do not apply shall not apply with respect to the Accounts and services provided under this Agreement.

Authorisation of payment transactions

21.5. A funds transfer will be deemed to have been authorised by the Customer if the relevant Instruction has been given (i) in accordance with this Agreement and any applicable security procedures or (ii) pursuant to any specific arrangements agreed with the Customer and governed by separate service terms. These specific arrangements may include sweeping and other cash and liquidity management services offered by the Bank to the Customer where Instructions to effect funds transfers into or from the Account are generated automatically by the Bank or any affiliate or subsidiary of the Bank or given by a group company connected with the Customer or by a third party bank. The Bank may treat an instruction generated or given through the Customer’s use of the Services as if it was an Instruction given by an Authorized Person under this Agreement and the resulting funds transfers as authorised accordingly.

21.6. The Bank reserves the right to stop the use of any means or method of the Customer or an Authorized Person giving or issuing any funds transfer Instructions (a “payment instrument”) on reasonable grounds related to the security of the payment instrument or the suspicion of unauthorised or fraudulent use of the payment instrument.

21.7. Before stopping the use of any payment instrument, the Bank will inform the Customer that it intends to stop such use and give its reasons for doing so, unless it is not reasonably practicable to do so, in which case the Bank will inform the Customer immediately afterwards. In either case, the Bank will inform the Customer in the manner in which the Bank considers most appropriate in the circumstances and will not be obliged to inform the Customer where doing so would compromise reasonable security measures of the Bank or otherwise be unlawful. The Customer may request that the use of the payment instrument is no longer stopped by following the notification procedure referred to in the paragraph below, but the Bank will not be obliged to accede to the Customer’s request until after the reasons for stopping its use cease to exist.

21.8. The Customer undertakes to use any payment instrument issued to it by the Bank in accordance with the terms and instructions governing its use and shall promptly, without undue delay, notify the Bank of the loss, theft, misappropriation or unauthorised use of the payment instrument by following the specific notification procedure designated from time to time by the Bank.

21.9. The Bank reserves the right to refuse any authorised funds transfer Instruction which does not satisfy all the relevant conditions as set out in the Agreement or the execution of which would be unlawful or otherwise contravene any applicable law or

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regulations, and the Bank shall not be liable to the Customer for any such refusal. Unless such notification would be unlawful, the Bank will notify the Customer in the manner in which the Bank considers most appropriate in the circumstances of the fact of refusal, (if possible) the reasons for the refusal and (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure the Customer may use to rectify any factual errors that led to the refusal.

Execution of payment transactions

21.10. Where agreed with the Customer, the Bank may deduct its charges from amounts received before crediting them to the Customer’s Account.

21.11. With respect to the execution time requirements applicable under the Regulations: (a) the Customer acknowledges that the applicable business day, cut-off time and point in time of receipt with respect to any particular payment order and funds transfer (including any deposit of cash in the Account) shall be determined in accordance with the terms of this Agreement or, if not addressed herein, in accordance with the Bank’s usual procedures; (b) the Customer confirms its agreement that execution of the relevant payment order is to take place on a specific day, the last day of a certain period or the day on which the Customer has put funds at the Bank’s disposal may be inferred from the Instruction, any information provided with it and any other relevant circumstances; and (c) the Customer agrees that the Bank may when executing a funds transfer avail itself where applicable of the longer maximum execution periods (of up to the end of the third business day or, in the case of a funds transfer initiated by way of a paper payment order, the fourth business day following the point in time of receipt of the relevant funds transfer Instruction) permitted under the Regulations during the transitional period until 1st January 2012.

21.12. Where the Customer deposits cash on its Account in the same currency as the denomination of its Account through an agency bank arrangement, the Bank will make available an amount corresponding to the cash deposit and credit and value date that amount no later than the business day on which it receives corresponding, cleared funds from the agent bank.

Liability

21.13. Subject to Clause 8.2 hereof, the Bank shall not be liable to the Customer with respect to an unauthorised or incorrectly executed funds transfer or a non-executed or defective funds transfer unless the Customer has notified the Bank thereof in accordance with the Agreement without undue delay, and in any event no later than three (3) months of the relevant debit date; this provision shall not operate to exclude or restrict any longer period as may be set by the rules of any relevant payment system for notifying a claim with respect to such funds transfers.

21.14. In the event an unauthorised funds transfer is made from the Account the Bank shall only be liable to refund the amount of the unauthorised funds transfer and, where applicable, to restore the Customer’s Account to the state it would have been in had the unauthorised funds transfer not taken place.

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21.15. The Bank shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur where the Bank executes a funds transfer Instruction in accordance with the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in the funds transfer or with any other unique identifier specified by the Bank to the Customer, given by the Customer in that Instruction.

21.16. In addition to any force majeure or other similar provision in the Agreement or Service Terms, neither the Bank nor the Customer shall be liable for any loss or damage to the other for any contravention of any requirement imposed on it by or under the Regulations or for any breach of any corresponding or derivative contractual obligation where (i) such contravention or breach is due to abnormal and unusual circumstances beyond the relevant party’s control, the consequences of which would have been unavoidable despite all efforts to the contrary; or (ii) such contravention or breach is due to its obligations under applicable law and regulations.

Conflicts.

21.17. In the event of conflict between this Clause 21 and any other provisions of this Agreement, the terms of this Clause 21 shall prevail.

[Signatures on following page]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of August 16, 2011.

THE BANK OF NEW YORK MELLON, in its capacity as Trustee of the CurrencyShares® Chinese Renminbi Trust and not in its individual capacity
By:	/s/ Howard Phillips

Name: Howard Phillips

Title: Managing Director

JPMORGAN CHASE BANK, N.A.,
LONDON BRANCH
By:	/s/ Michael Ravensbergen

Name: Michael Ravensbergen

Title: Managing Director

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 24, 2011 in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-174640) and related Prospectus of the CurrencyShares^® Renminbi Trust for the registration of 7,000,000 shares.

/s/ Ernst & Young LLP

McLean, VA

August 24, 2011

CORRESP

August 24, 2011     ATTORNEYS AT LAW   321 NORTH CLARK STREET, SUITE 2800 CHICAGO, IL 60654-5313 312.832.4500 TEL 312.832.4700 FAX foley.com   WRITER’S DIRECT LINE 312.832.5178 pdaugherty@foley.com EMAIL

VIA EDGAR

Mr. Duc Dang

Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, DC 20549

Re: CurrencyShares^® Chinese Renminbi Trust

Registration Statement on Form S-1 (File No. 333-174640)

Dear Mr. Dang:

On behalf of CurrencyShares^® Chinese Renminbi Trust (the “Trust”), today we are filing with the Securities and Exchange Commission (the “Commission”), via EDGAR, Amendment No. 2 (the “Amendment”) to that certain Registration Statement (Registration No. 333-174640) on Form S-1 of the Trust, originally filed with the Commission on June 1, 2011.

The Division of Corporation Finance of the Commission (the “Staff”) delivered to the Trust, on June 28, 2011, a letter of comments on the aforementioned Registration Statement (the “Comment Letter”). The Trust filed an Amendment No. 1 to the Registration Statement on July 26, 2011, along with a response to the Comment Letter. Such Registration Statement as amended by such Amendment No. 1 is referred to below as the “Registration Statement.” The Amendment has been marked to reflect changes made to the Registration Statement.

On August 10, 2011, Erin Martin of the Commission’s Division of Corporation Finance (the “Staff”) phoned Patrick Daugherty with two oral comments on the Registration Statement, indicating that all other Staff comments had been satisfied. Set forth below are the two comments and our responses to them on behalf of the Trust.

Oral Comment No. 1

Comment No. 13 in the Comment Letter is reissued: We note that you have not included financial information within the financial statements of the Trust, although it appears you intend to include such financial statements within a subsequent amendment to your registration statement. Please note that we may have additional comments upon the review of such financial statements.

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE
LOS ANGELES MADISON MIAMI MILWAUKEE
NEW YORK ORLANDO SACRAMENTO SAN DIEGO
SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI SILICON VALLEY
TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

Mr. Duc Dang

August 24, 2011

Page 2

Response:

The financial statements of the Trust that are included in the Amendment include all of the required financial information. The Amendment also includes a signed audit opinion and signed consents of the auditors.

Oral Comment No. 2

Please explain to the Staff how the prospective offering will comply with, or be exempt from, FINRA Conduct Rule 5110 (FINRA’s “Corporate Financing Rule”).

Response:

On August 11, 2011, we asked FINRA to exempt Rydex Distributors, the distributor for the Trust, from application of FINRA Conduct Rule 5110 with respect to its participation in the public offering of shares of the Trust and of future products that will follow the same structure (the “Exemptive Request”). By way of background, we had made a similar request on July 28, 2008, which FINRA granted, as to the distributor’s participation in other CurrencyShares^® exchange-traded products. On August 23, 2011, Joseph Price of FINRA telephoned George Simon of Foley & Lardner LLP, who had submitted both the August 11, 2011 request and the earlier request, and indicated that FINRA would grant the exemption. FINRA’s reply to the Exemptive Request has not yet been reduced to writing and delivered to us, but a copy of that reply will be delivered to the Staff upon its receipt by us if requested by the Staff.

**********

After the Staff has indicated that it is satisfied with the responses to all outstanding comments, the Trust will request acceleration of the effective date of the Registration Statement as then amended by furnishing a written acceleration request to the Staff (the “Acceleration Request”). The Acceleration Request will include the acknowledgments by the Trust stipulated in the Comment Letter.

If you have any questions regarding any of the responses in this letter, please call me at (312) 832-5178. In my absence, please contact Jacob Babcock at (312) 832-4373.

Respectfully submitted,

/s/ Patrick Daugherty

Patrick Daugherty

cc: Nickolaos Bonos

Kevin Farragher

George Simon