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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-K/A

Amendment No. 1





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

or

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number 001-34162





CurrencyShares® South African Rand Trust

Sponsored by Rydex Specialized Products LLC,

d/b/a Rydex Investments

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|New York                                                       |  | No. 30-6164140                   
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)



| |  |  |  |                                                        |  |            |  | 
| |  |  |  | ------------------------------------------------------ |  | ---------- |  | 
| |  |  |  | 805 King Farm Boulevard, Suite 600
Rockville, Maryland |  | 20850      |  | 
| |  |  |  | (Address of principal executive offices)               |  | (Zip Code) |  | 

(301) 296-5100

(Registrants telephone number, including area code)







Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):    Large accelerated filer   ̈     Accelerated
filer   ̈    Non-accelerated filer   ̈     Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes   ̈    No  x

During the fiscal period ended October 31, 2010, none of the
registrants common stock was held by non-affiliates of the registrant.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended October 31, 2010
of CurrencyShares® South African Rand Trust, which Form 10-K was originally filed with the Securities and
Exchange Commission on January 14, 2011, is being filed for the purpose of amending Item 15 in order to (i) include the report of our prior independent registered public accounting firm, (ii) amend the Exhibit Index and
(iii) file certain exhibits as indicated in the Exhibit Index. Other than providing updates to the cover page, amending Item 15 and filing updated exhibits and certifications, no other changes have been made to the original Form 10-K. This
Amendment No. 1 does not reflect any subsequent events occurring after the filing of the original Form 10-K or modify or update in any way disclosures made in the original filing.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

Financial Statements

See Index to Financial Statements on Page F-1 for a list of the
financial statements being filed as a part of this report. Schedules have been omitted since they are either not required, not applicable or the information has otherwise been included.

Exhibits



|            |  |                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                             
|            | 
|3.1         |  | Certificate of Formation of Rydex Specialized Products LLC, incorporated herein by reference to Exhibit 3.1 filed with Form S-1 Registration Statement (File number 333-150685) filed
on May 7, 2008.                                   
|            | 
|3.2         |  | Limited Liability Company Agreement of Rydex Specialized Products, LLC, incorporated herein by reference to Exhibit 3.2 filed with Form S-1 Registration Statement (File number
333-150685) filed on May 7, 2008.                       
|            | 
|4.1         |  | Depositary Trust Agreement dated as of August 7, 2008 among Rydex Specialized Products, LLC, The Bank of New York Mellon, all registered owners and beneficial owners of South
African Rand Shares issued thereunder and all depositors.
|            | 
|4.2         |  | Form of Participant Agreement, incorporated herein by reference to Exhibit 4.2 filed with Form S-1 Registration Statement (File number 333-150685) filed on May 7,
2008.                                                                
|            | 
|10.1        |  | Deposit Account Agreement dated as of August 7, 2008 between The Bank of New York Mellon and the London Branch of JPMorgan Chase Bank, N.A.                                                                                             
|            | 
|10.2        |  | Sublicense Agreement dated as of August 28, 2008 between PADCO Advisors II, Inc. and Rydex Specialized Products LLC.                                                                                                                    
|            | 
|31.1        |  | Certification by Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                              
|            | 
|31.2        |  | Certification by Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                              
|            | 
|32.1        |  | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  
|            | 
|32.2        |  | Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  



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CurrencyShares® South African Rand Trust

Financial Statements as of October 31, 2010

Index



|                                                                                                                                                                                               |  |      |     | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                                                                                                               |  | Page |    
|                                                                                                                                                                                               | 
|Independent Registered Public Accounting Firm Reports                                                                                                                                          |  |      | F-2 | 
|                                                                                                                                                                                               | 
|Statements of Financial Condition at October 31, 2010 and October 31, 2009                                                                                                                     |  |      | F-4 | 
|                                                                                                                                                                                               | 
|Statements of Income and Comprehensive Income for the year ended October 
31, 2010, the year ended October 31, 2009 and the period from August 8, 2008 (date of inception) to October 31, 2008 |  |      | F-5 | 
|                                                                                                                                                                                               | 
|Statements of Changes in Shareholders Equity for the year ended October 
31, 2010, the year ended October 31, 2009 and the period from August 8, 2008 (date of inception) to October 31, 2008 |  |      | F-6 | 
|                                                                                                                                                                                               | 
|Statements of Cash Flows for the year ended October 31, 2010, the year ended October 
31, 2009 and the period from August 8, 2008 (date of inception) to October 31, 2008                      |  |      | F-7 | 
|                                                                                                                                                                                               | 
|Notes to the Financial Statements                                                                                                                                                              |  |      | F-8 | 



F-1



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Report of Independent Registered Public Accounting Firm

To the Shareholders of CurrencyShares® South African Rand Trust:

In our
opinion, the balance sheet as of October 31, 2009 and the related statements of income and comprehensive income, of changes in shareholders equity and of cash flows for the year ended October 31, 2009 and for the period August 8,
2008 (date of inception) through October 31, 2008 present fairly, in all material respects, the financial position of CurrencyShares® South African Rand Trust (the Trust) at October 31, 2009, and the results of its operations and its cash flows for the year ended October 31, 2009
and for the period August 8, 2008 (date of inception) through October 31, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the
Trusts management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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. An audit 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 audits provide a
reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

January 14, 2010



F-2



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Report of Independent Registered Public Accounting Firm

To the Shareholders of CurrencyShares® South African Rand Trust:

We have
audited the accompanying statement of financial condition of CurrencyShares® South African Rand Trust (the
Trust) at October 31, 2010 and the related statements of income and comprehensive income, changes in shareholders equity, and cash flows for the year then ended. These financial statements are the responsibility of the
Trusts management. Our responsibility is to express an opinion on these financial statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CurrencyShares® South African Rand Trust at October 31, 2010 and the and the results of its operations and its cash flows for the year then ended, in conformity with U.S.
generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of CurrencyShares® South African Rand Trusts
internal control over financial reporting as of October 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
January 14, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

McLean, VA

January 14, 2011



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CurrencyShares® South African Rand Trust

Statements of Financial Condition



|                                                                                                               |  |                  |     |  |                  |   |     | 
|-------------------------------------------------------------------------------------------------------------- |  | ---------------- | --- |  | ---------------- | - | --- | 
|                                                                                                               |  | October 31, 2010 |     |  | October 31, 2009 |  
|Assets                                                                                                         |  |                  |     |  |                  |   |     | 
|Current Assets:                                                                                                |  |                  |     |  |                  |   |     | 
|South African Rand deposits, interest bearing                                                                  |  | $                |    |  |                  | $ |    | 
|South African Rand deposits, non-interest bearing                                                              |  |                  | 144 |  |                  |   | 128 | 
|                                                                                                               |  |                  |     |  |                  |   |     | 
|Total Assets                                                                                                   |  | $                | 144 |  |                  | $ | 128 | 
|                                                                                                               |  |                  |     |  |                  |   |     | 
|                                                                                                               |  |                 
|Liabilities, Redeemable Capital Shares and Shareholders Equity                                                |  |                  |     |  |                  |   |     | 
|Current Liabilities                                                                                            |  | $                |    |  |                  | $ |    | 
|                                                                                                               |  |                 
|Commitments and Contingent Liabilities (note 8)                                                                |  |                  |    |  |                  |   |    | 
|Redeemable Capital Shares, at redemption value, no par
value, 10,150,000 authorized - 1 issued and outstanding |  |                  | 144 |  |                  |   | 128 | 
|Shareholders Equity:                                                                                          |  |                  |     |  |                  |   |     | 
|Retained Earnings                                                                                              |  |                  |    |  |                  |   |    | 
|Cumulative Translation Adjustment                                                                              |  |                  |    |  |                  |   |    | 
|                                                                                                               |  |                  |     |  |                  |   |     | 
|Total Liabilities, Redeemable Capital Shares and Shareholders Equity                                          |  | $                | 144 |  |                  | $ | 128 | 
|                                                                                                               |  |                  |     |  |                  |   |     | 

See Notes to Financial Statements.



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CurrencyShares® South African Rand Trust

Statements of Income and Comprehensive Income



|                                     |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|------------------------------------ |  | -------------------------- | -- |  | -------------------------- | - | -- | ---------------------------------------------------------------- |  | - | --- | -
|                                     |  | Year
endedOctober 31, 2010 |    |  | Year
endedOctober 31, 2009 |   |    | Period from August 8, 2008[Date of Inception] toOctober 31, 2008 | 
|Income                               |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|Total Income                         |  | $                          |   |  |                            | $ |   |                                                                  |  | $ |    |  
|                                     |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|                                     |  |                            |   
|Expenses                             |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|Total Expenses                       |  |                            |   |  |                            |   |   |                                                                  |  |   |    |  
|Net Income                           |  | $                          |   |  |                            | $ |   |                                                                  |  | $ |    |  
|                                     |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|Other Comprehensive Income/(Loss):   |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|Currency translation adjustment      |  |                            | 16 |  |                            |   | 26 |                                                                  |  |   | (28 | )
|                                     |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|Total Comprehensive Income/(Loss)    |  | $                          | 16 |  |                            | $ | 26 |                                                                  |  | $ | (28 | )
|                                     |  |                            |    |  |                            |   |    |                                                                  |  |   |     |  
|                                     |  |                            |   
|Basic and Diluted Earnings per share |  | $                          | 0  |  |                            | $ | 0  |                                                                  |  | $ | 0   |  
|Weighted-average Shares Outstanding  |  |                            | 1  |  |                            |   | 1  |                                                                  |  |   | 1   |  
|Cash Dividends per Share             |  | $                          | 0  |  |                            | $ | 0  |                                                                  |  | $ | 0   |  

See Notes to
Financial Statements.



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CurrencyShares® South African Rand Trust

Statements of Changes in Shareholders Equity



|                                                            |  |                            |     |   |                            |   |     |                                                                  |  |   |     |  
|----------------------------------------------------------- |  | -------------------------- | --- | - | -------------------------- | - | --- | ---------------------------------------------------------------- |  | - | --- | -
|                                                            |  | Year
endedOctober 31, 2010 |     |   | Year
endedOctober 31, 2009 |   |     | Period from August 8, 2008[Date of Inception] toOctober 31, 2008 | 
|Retained Earnings, Beginning of Year/Period                 |  | $                          |    |   |                            | $ |    |                                                                  |  | $ |    |  
|Net Income                                                  |  |                            |    |   |                            |   |    |                                                                  |  |   |    |  
|                                                            |  |                            |     |   |                            |   |     |                                                                  |  |   |     |  
|Retained Earnings, End of Year/Period                       |  | $                          |    |   |                            | $ |    |                                                                  |  | $ |    |  
|                                                            |  |                            |     |   |                            |   |     |                                                                  |  |   |     |  
|Cumulative Translation Adjustment, Beginning of Year/Period |  | $                          |    |   |                            | $ |    |                                                                  |  | $ |    |  
|Currency translation adjustment                             |  |                            | 16  |   |                            |   | 26  |                                                                  |  |   | (28 | )
|Adjustment of redeemable capital shares to redemption value |  |                            | (16 | ) |                            |   | (26 | )                                                                |  |   | 28  |  
|                                                            |  |                            |     |   |                            |   |     |                                                                  |  |   |     |  
|Cumulative Translation Adjustment, End of Year/Period       |  | $                          |    |   |                            | $ |    |                                                                  |  | $ |    |  
|                                                            |  |                            |     |   |                            |   |     |                                                                  |  |   |     |  

See Notes to Financial Statements.



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CurrencyShares® South African Rand Trust

Statements of Cash Flows



|                                                         |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|-------------------------------------------------------- |  | -------------------------- | --- |  | -------------------------- | - | --- | ---------------------------------------------------------------- |  | - | --- | -
|                                                         |  | Year
endedOctober 31, 2010 |     |  | Year
endedOctober 31, 2009 |   |     | Period from August 8, 2008[Date of Inception] toOctober 31, 2008 | 
|Cash flows from operating activities                     |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|Net cash provided by operating activities                |  | $                          |    |  |                            | $ |    |                                                                  |  | $ |    |  
|                                                         |  |                            |    
|Cash flows from financing activities                     |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|Cash received to purchase redeemable shares              |  |                            |    |  |                            |   |    |                                                                  |  |   | 130 |  
|                                                         |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|Net cash provided by financing activities                |  |                            |    |  |                            |   |    |                                                                  |  |   | 130 |  
|                                                         |  |                            |    
|Adjustment to period cash flows due to currency movement |  |                            | 16  |  |                            |   | 26  |                                                                  |  |   | (28 | )
|                                                         |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|Increase/(Decrease) in cash                              |  |                            | 16  |  |                            |   | 26  |                                                                  |  |   | (28 | )
|Cash at beginning of year/period                         |  |                            | 128 |  |                            |   | 102 |                                                                  |  |   |    |  
|                                                         |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  
|Cash at end of year/period                               |  | $                          | 144 |  |                            | $ | 128 |                                                                  |  | $ | 102 |  
|                                                         |  |                            |     |  |                            |   |     |                                                                  |  |   |     |  

See Notes to Financial Statements.



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CurrencyShares® South African Rand Trust

Notes to Financial Statements



|1. | Organization and Description of the Trust
|-- | -----------------------------------------

The CurrencyShares® South African Rand Trust (the
Trust) was formed under the laws of the State of New York on August 7, 2008. On August 8, 2008, Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) deposited 1,000 South African Rand 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 Rydex Advisors II, 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 South African Rand plus accrued interest 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 the South African Rand. The Trusts assets primarily consist of South African Rand on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which
may earn 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 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.

The accompanying audited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.



|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, liabilities and disclosures of
contingent liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the period 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 4. For NAV calculation purposes, South African Rand deposits (cash) are translated at the Closing Spot Rate, which is the U.S. Dollar
(USD)/South African Rand exchange rate as determined by WM/Reuters 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 South African Rand in accordance with generally accepted accounting standards. For financial statement reporting purposes, the U.S. Dollar is the reporting
currency. As a result, the financial records of the Trust are translated from South African Rand to USD. The Closing Spot Rate on the last day of the period is used for translation in the statements of financial condition. The average Closing Spot
Rate for the period is used for translation in the statements of income and comprehensive income and the statement of cash flows. Any currency translation adjustment is included in comprehensive income.



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| | 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 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 portion 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.

The Trust does not expect to generate taxable income except for interest income (if any) and gain (if any) upon the sale of South African Rand. 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 South African Rand 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, if any, 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, the excess interest earned in South African Rand effective on the first
business day of the subsequent month. The Trustee will direct that the excess South African Rand 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).



|3. | South African Rand Deposits
|-- | ---------------------------

South
African Rand principal deposits are held in a South African Rand-denominated, interest-bearing demand account. For the year ended October 31, 2010, there were no South African Rand principal deposits and no South African Rand principal
redemptions resulting in an ending South African Rand balance of 1,000. This equates to 144 USD. For the year ended October 31, 2009, there were no South African Rand principal deposits and no South African Rand principal redemptions resulting
in an ending South African Rand balance of 1,000. This equates to 128 USD. For the period from August 8, 2008 (date of inception) to October 31, 2008, there were South African Rand principal deposits of 1,000 and no South African Rand
principal redemptions resulting in an ending South African Rand principal balance of 1,000. This equates to 102 USD.



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|4. | 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 South African Rand. Individual investors cannot purchase or redeem
Shares in direct transactions with the Trust. Only Authorized Participants (as defined below) may place orders to create and redeem Baskets. An Authorized Participant is a participant of the Depository Trust Company (DTC) that is a
registered broker-dealer or other institution eligible to settle securities transactions through 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. 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.

Activity in redeemable capital Shares is as follows:



|                                                               |  |                            |   |  |                            |   |     |                                                                  |  |  |                   |  |  |        |     |  |                   |  |   |  |  |   |     |  
|-------------------------------------------------------------- |  | -------------------------- | - |  | -------------------------- | - | --- | ---------------------------------------------------------------- |  |  | ----------------- |  |  | ------ | --- |  | ----------------- |  | - |  |  | - | --- | -
|                                                               |  | Year endedOctober 31,
2010 |   |  | Year endedOctober 31,
2009 |   |     | Period from August 8, 2008[Date of Inception] toOctober 31, 2008 | 
|                                                               |  | Shares                     |   |  | U.S. DollarAmount          |   |     | Shares                                                           |  |  | U.S. DollarAmount |  |  | Shares |     |  | U.S. DollarAmount | 
|Opening balance                                                |  |                            | 1 |  |                            | $ | 128 |                                                                  |  |  | 1                 |  |  | $      | 102 |  |                   |  | 0 |  |  | $ | 0   |  
|Shares issued                                                  |  |                            |  |  |                            |   |    |                                                                  |  |  |                  |  |  |        |    |  |                   |  | 1 |  |  |   | 130 |  
|Shares redeemed                                                |  |                            |  |  |                            |   |    |                                                                  |  |  |                  |  |  |        |    |  |                   |  |  |  |  |   |    |  
|Adjustment to period Shares due to currency movement and other |  |                            |  |  |                            |   | 16  |                                                                  |  |  |                  |  |  |        | 26  |  |                   |  |  |  |  |   | (28 | )
|                                                               |  |                            |   |  |                            |   |     |                                                                  |  |  |                   |  |  |        |     |  |                   |  |   |  |  |   |     |  
|Ending balance                                                 |  |                            | 1 |  |                            | $ | 144 |                                                                  |  |  | 1                 |  |  | $      | 128 |  |                   |  | 1 |  |  | $ | 102 |  
|                                                               |  |                            |   |  |                            |   |     |                                                                  |  |  |                   |  |  |        |     |  |                   |  |   |  |  |   |     |  

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 South African Rand held by the Trust (including all unpaid interest accrued through the preceding day) and calculate the value of the South African Rand 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 Trustee, in consultation
with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation. If the Trustee and the Sponsor determine that the most recent Closing Spot Rate is not an appropriate basis for valuation of the Trusts South
African Rand, they 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.



|5. | Sponsors Fee
|-- | -------------

The Sponsors
fee will accrue daily at an annual nominal rate of 0.40% of the South African Rand in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and will be paid monthly.



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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.

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 other than those identified in the preceding paragraph), taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor
on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, and legal expenses in excess of $100,000 per year.



|6. | 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.



|7. | Concentration Risk
|-- | ------------------

All of the
Trusts assets are South African Rand, which creates a concentration risk associated with fluctuations in the price of the South African Rand. Accordingly, a decline in the South African Rand 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 South African Rand 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 South African Rand by the official sector (central banks, other governmental agencies and related
institutions that buy, sell and hold South African Rand as part of their reserve assets) could adversely affect an investment in the Shares.

All of the Trusts South African Rand 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.



|8. | 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 this arrangement is unknown, as
this would involve future claims that may be made against the Trust that have not yet occurred.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Rockville, State of Maryland, on March 10, 2011.



CURRENCYSHARES® SOUTH AFRICAN RAND TRUSTBy

Rydex Specialized Products LLC Sponsor of the CurrencyShares®
South African Rand TrustBy:

/s/ NICK BONOSNick BonosChief Executive Officer


Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons son behalf of the registrant and in the capacities* and on the dates indicated.



|                                |  |                                                                                                     |  |               
|------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --------------
|Signature                       |  | Capacity                                                                                            |  | Date          
|                                |  |                                                                                                    
|/S/ NICK BONOS
Nick Bonos       |  | Director and Chief Executive Officer (principal executive officer)                                  |  | March 10, 2011
|                                |  |                                                                                                    
|/S/ JOSEPH ARRUDA
Joseph Arruda |  | Director and Chief Financial Officer (principal financial officer and principal accounting officer) |  | March 10, 2011
|                                |  |                                                                                                    
|/S/ MICHAEL BYRUM
Michael Byrum |  | Director                                                                                            |  | March 10, 2011



|* | The registrant is a trust and the persons are signing in their capacities as officers or directors of Rydex Specialized Products LLC, the Sponsor of the registrant.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------