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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-Q





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2009

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





CurrencySharesSMSouth 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. 14-6294919                   
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

9601 Blackwell Road, Suite 500

Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

(301) 296-5100

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)





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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large
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.









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CURRENCYSHARESSMSOUTH AFRICAN RAND TRUST

INDEX



|                                                                                                                                                                                  |  |     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Caption                                                                                                                                                                           |  | Page
|                                                                                                                                                                                  | 
|PART I FINANCIAL INFORMATION                                                                                                                                                      |  |     
|                                                                                                                                                                                  | 
|Item 1. Financial Statements                                                                                                                                                      |  |     
|                                                                                                                                                                                  | 
|Statements of Financial Condition at January 31, 2009 (unaudited) and October 31, 2008                                                                                            |  | 2   
|                                                                                                                                                                                  | 
|Statement of Income and Comprehensive Income for the three months ended January 31, 2009
(unaudited)                                                                              |  | 3   
|                                                                                                                                                                                  | 
|Statements of Changes in Shareholders Equity for the three months ended January 
31, 2009 (unaudited) and the period from August 8, 2008 [date of inception] to October 31, 2008 |  | 4   
|                                                                                                                                                                                  | 
|Statement of Cash Flows for the three months ended January 31, 2009 (unaudited)                                                                                                   |  | 5   
|                                                                                                                                                                                  | 
|Notes to Financial Statements (unaudited)                                                                                                                                         |  | 6   
|                                                                                                                                                                                  | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                                                     |  | 11  
|                                                                                                                                                                                  | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                                                                |  | 13  
|                                                                                                                                                                                  | 
|Items 4T. Controls and Procedures                                                                                                                                                 |  | 13  
|                                                                                                                                                                                  | 
|Part II OTHER INFORMATION                                                                                                                                                         |  |     
|                                                                                                                                                                                  | 
|Item 1. Legal Proceedings                                                                                                                                                         |  | 14  
|                                                                                                                                                                                  | 
|Item 1A. Risk Factors                                                                                                                                                             |  | 14  
|                                                                                                                                                                                  | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                               |  | 14  
|                                                                                                                                                                                  | 
|Item 3. Defaults upon Senior Securities                                                                                                                                           |  | 14  
|                                                                                                                                                                                  | 
|Item 4. Submission of Matters to a Vote of Security Holders                                                                                                                       |  | 14  
|                                                                                                                                                                                  | 
|Item 5. Other Information                                                                                                                                                         |  | 14  
|                                                                                                                                                                                  | 
|Item 6. Exhibits                                                                                                                                                                  |  | 14  
|                                                                                                                                                                                  | 
|SIGNATURES                                                                                                                                                                        |  | 15  



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|Item 1. | FINANCIAL STATEMENTS
|------- | --------------------

CurrencySharesSMSouth African Rand Trust

Statements of Financial Condition



|                                                                                                               |  |                  |    |                  |   |    
|-------------------------------------------------------------------------------------------------------------- |  | ---------------- | -- | ---------------- | - | ---
|                                                                                                               |  | January 31, 2009 |    | October 31, 2008
|                                                                                                               |  | (Unaudited)      |    |                 
|Assets                                                                                                         |  |                  |    |                  |   |    
|Current Assets                                                                                                 |  |                  |    |                  |   |    
|South African Rand deposits, interest bearing                                                                  |  | $                |   |                  | $ |   
|South African Rand deposits, non-interest bearing                                                              |  |                  | 98 |                  |   | 102
|                                                                                                               |  |                  |    |                  |   |    
|Total Assets                                                                                                   |  | $                | 98 |                  | $ | 102
|                                                                                                               |  |                  |    |                  |   |    
|Liabilities 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 |  |                  | 98 |                  |   | 102
|Shareholders Equity  Retained Earnings and Cumulative Translation Adjustment                                 |  |                  |   |                  |   |   
|                                                                                                               |  |                  |    |                  |   |    
|Total Liabilities and Shareholders Equity                                                                     |  | $                | 98 |                  | $ | 102
|                                                                                                               |  |                  |    |                  |   |    

See Notes to Financial Statements



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CurrencySharesSMSouth African Rand Trust

Statement
of Income and Comprehensive Income

(Unaudited)



|                                     |  |                                    |    |  
|------------------------------------ |  | ---------------------------------- | -- | -
|                                     |  | Three months endedJanuary 31, 2009 |   
|Income                               |  |                                    |    |  
|Total Income                         |  | $                                  |   |  
|                                     | 
|Expenses                             |  |                                    |    |  
|                                     |  |                                    |    |  
|Total Expenses                       |  |                                    |   |  
|                                     | 
|Net Income                           |  | $                                  |   |  
|                                     |  |                                    |    |  
|Other Comprehensive Income           |  |                                    |    |  
|Currency translation adjustment      |  |                                    | (4 | )
|                                     |  |                                    |    |  
|                                     | 
|Total Comprehensive Income           |  | $                                  | (4 | )
|                                     |  |                                    |    |  
|                                     | 
|Basic and Diluted Earnings per share |  | $                                  | 0  |  
|Weighted-average Shares Outstanding  |  |                                    | 1  |  
|Cash Dividends per Share             |  | $                                  | 0  |  

See Notes to Financial Statements



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CurrencySharesSMSouth African Rand Trust

Statements of Changes in Shareholders Equity



|                                                            |  |                                    |    |   |                                                      |   |     |  
|----------------------------------------------------------- |  | ---------------------------------- | -- | - | ---------------------------------------------------- | - | --- | -
|                                                            |  | Three months endedJanuary 31, 2009 |    |   | August 8, 2008[Date of Inception]to October 31, 2008 |  
|                                                            |  | (Unaudited)                        |    |   |                                                      |  
|Retained Earnings Balance, Beginning of Period              |  | $                                  |   |   |                                                      | $ |    |  
|                                                            |  |                                    |    |   |                                                      |   |     |  
|Net Income                                                  |  |                                    |   |   |                                                      |   |    |  
|                                                            |  |                                    |    |   |                                                      |   |     |  
|                                                            |  |                                   
|Retained Earnings Balance, End of Period                    |  | $                                  |   |   |                                                      | $ |    |  
|                                                            |  |                                   
|Cumulative Translation Adjustment, Beginning of Period      |  | $                                  |   |   |                                                      | $ |    |  
|Currency translation adjustment                             |  |                                    | (4 | ) |                                                      |   | (28 | )
|Adjustment of redeemable capital shares to redemption value |  |                                    | 4  |   |                                                      |   | 28  |  
|                                                            |  |                                    |    |   |                                                      |   |     |  
|                                                            |  |                                   
|Cumulative Translation Adjustment, End of Period            |  | $                                  |   |   |                                                      | $ |    |  
|                                                            |  |                                    |    |   |                                                      |   |     |  

See Notes to Financial Statements.



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CurrencySharesSMSouth African Rand Trust

Statement
of Cash Flows

(Unaudited)



|                                                         |  |                                    |     |  
|-------------------------------------------------------- |  | ---------------------------------- | --- | -
|                                                         |  | Three months endedJanuary 31, 2009 |    
|Cash flows from operating activities                     |  |                                    |     |  
|Net cash provided by operating activities                |  | $                                  |    |  
|                                                         | 
|Cash flows from financing activities                     |  |                                    |     |  
|Net cash provided by financing activities                |  | $                                  |    |  
|                                                         | 
|Adjustment to period cash flows due to currency movement |  |                                    | (4  | )
|                                                         |  |                                    |     |  
|Decrease in cash                                         |  |                                    | (4  | )
|Cash at beginning of period                              |  |                                    | 102 |  
|                                                         |  |                                    |     |  
|Cash at end of period                                    |  | $                                  | 98  |  
|                                                         |  |                                    |     |  

See Notes to Financial Statements.



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CurrencySharesSMSouth African Rand Trust

Notes to
Financial Statements

(Unaudited)



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

The CurrencySharesSMSouth 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 PADCO Advisors II, Inc. (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 is expected to earn interest and a secondary deposit account which does not earn
interest. The secondary deposit account is used to account for interest 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 unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q. In the opinion of
management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of
results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trusts financial statements included in the Form 10-K as filed on January 29, 2009.



|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 and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.



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|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 South African Rand/U.S. dollar
(USD) 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 Financial Accounting Standard 52, Foreign Currency Translation. For financial statement reporting purposes, the U.S. Dollar is the reporting currency. As a result,
the financial statements 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 statement of income and comprehensive income and the statement of cash flows. Any currency translation adjustment is included in comprehensive income.



|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 shares of the Trusts income, if any, and as if they directly incurred their respective pro-rata shares 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 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.

The Trust does not expect to generate taxable income except for gain (if any) upon the sale of South African Rand 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 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 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.



|D. | Revenue Recognition
|-- | -------------------

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



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

South African Rand principal deposits
are held in a South African Rand-denominated, interest-bearing demand account. For the three months ended January 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 98 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.



|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 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. 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.



|                                                               |  |                                               |  |                   |                                                                  |   |        |   |                   |   |     |  
|-------------------------------------------------------------- |  | --------------------------------------------- |  | ----------------- | ---------------------------------------------------------------- | - | ------ | - | ----------------- | - | --- | -
|                                                               |  | Three months endedJanuary 31, 2009(Unaudited) |  |                   | Period from August 8,2008 [Date of Inception]to October 31, 2008 |  
|                                                               |  | Shares                                        |  | U.S. DollarAmount |                                                                  |   | Shares |   | U.S. DollarAmount |  
|Opening balance                                                |  | 1                                             |  | $                 | 102                                                              |   |        | 0 |                   | $ | 0   |  
|Shares issued                                                  |  |                                              |  |                   |                                                                 |   |        | 1 |                   |   | 130 |  
|Shared redeemed                                                |  |                                              |  |                   |                                                                 |   |        |  |                   |   |    |  
|Adjustment to period Shares due to currency movement and other |  |                                              |  |                   | (4                                                               | ) |        |  |                   |   | (28 | )
|                                                               |  |                                               |  |                   |                                                                  |   |        |   |                   |   |     |  
|Ending balance                                                 |  | 1                                             |  | $                 | 98                                                               |   |        | 1 |                   | $ | 102 |  
|                                                               |  |                                               |  |                   |                                                                  |   |        |   |                   |   |     |  



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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 shall be used to determine the NAV of the Trust unless the Trustee, in
consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such valuation. In the event that the Trustee and the Sponsor determine that the most recent Closing Spot Rate is not an appropriate basis for
valuation of the Trusts South African Rand, they shall determine an alternative basis for such evaluation to be employed by the Trustee. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of
outstanding Shares. Shares deliverable under a purchase order are considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.



|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.

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 $125,000 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 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.
The Sponsor has paid the costs of the Trusts organization and the initial sales of the Shares, as described in Note 5.



|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 price of 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.



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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 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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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking Information and Risk Factors

This report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictions and actual events or results may differ materially from those expressed in our forward-looking statements. Risks and
uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements.

The value of the Shares relates
directly to the value of the South African Rand held by the Trust and fluctuations in the price of the South African Rand could materially adversely affect an investment in the Shares. Readers are urged to review the Risk Factors section
contained in the Trusts most recent Annual Report on Form 10-K for a description of other risks and uncertainties that may affect an investment in the Shares.

The discussion and analysis which follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as
anticipate, expect, intend, plan, believe, seek, outlook and estimate as well as similar words and phrases that signify forward-looking statements.
Neither Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) nor any other person assumes responsibility for the accuracy or completeness of forward-looking statements. Further, these forward-looking statements are made
as of the date of this report, and will not be revised or updated to reflect actual results or changes in the Sponsors expectations or predictions.

Trust Overview

The CurrencySharesSMSouth African Rand Trust (the Trust) is a grantor trust that was formed on August 7, 2008. The Trust issues shares (the Shares) in blocks of 50,000 (a
Basket) in exchange for deposits of South African Rand and distributes South African Rand in connection with the redemption of Baskets.

The
Trust is a passive investment vehicle. The Trust does not have any officers, directors or employees. The investment objective of the Trust is for the Shares to reflect the price in USD of the South African Rand plus accrued interest, less the
expenses of the Trusts operations. 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 the South African Rand. Each outstanding
Share represents a proportional interest in the South African Rand held by the Trust. The Trust does not engage in any activities designed to obtain profit from, or ameliorate losses caused by, changes in the price of the South African Rand.

Definition of Net Asset Value; Valuation of the South African Rand

The net asset value (NAV) of the Trust is the aggregate value, expressed in U.S. Dollars (USD), of the Trusts assets. To calculate the NAV, The Bank of New York Mellon (the
Trustee) will add to the amount of South African Rand in the Trust at the end of the preceding business day accrued but unpaid interest, South African Rand receivable under pending purchase orders and the value of other Trust assets, and
subtracts the accrued but unpaid Sponsors fee, South African Rand 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 as determined by WM/Reuters as of 4:00 PM (London time) 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 WM/Reuters determination of the Closing Spot Rate shall be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such
price is inappropriate to use as the basis for such valuation. The Trustee will also determine the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares.

Investing in the Shares will not insulate the investor from certain risks, including price volatility.



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Liquidity

The
Sponsor is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to the Trusts liquidity needs. The Trust did not have any Authorized Participant creation activity during the fiscal
period ended October 31, 2008. The balance reflected in the financial statements is seed capital from the Sponsor.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the
Sponsors management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the period covered by this report.

In addition to the description below, please refer to Note 2 to the consolidated financial statements
for further discussion of our accounting policies.

The functional currency of the Trust is the South African Rand in accordance with Financial Accounting
Standard 52, Foreign Currency Translation.

Results of Operations

The Sponsor deposited 1,000 South African Rand with the Depository in exchange for one Share on August 8, 2008. No additional Shares were created or redeemed during the fiscal period ended October 31, 2008.
As of October 31, 2008, the number of South African Rand owned by the Trust was 1,000 resulting in a redeemable capital share value of $102.

No
additional Shares were created or redeemed during the three months ending January 31, 2009. As of January 31, 2009, the number of South African Rand owned by the Trust was 1,000 resulting in a redeemable capital share value of $98.

Movements in the Price of the South African Rand

The
following chart illustrates recent movements in the price of South African Rand in USD as reported by the Bloomberg Professional service.

LOGO



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##### Table of Contents

|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Not
applicable.



|Item 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

The Trust maintains disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that material information relating to the Trust is recorded, processed and disclosed on a timely basis. The Trusts
disclosure controls and procedures are designed by or under the supervision of the Sponsors chief executive officer and chief financial officer who exercise oversight over the Trust as the Trust has no officers. The chief executive officer and
chief financial officer of the Sponsor have evaluated the effectiveness of the Trusts disclosure controls and procedures as of January 31, 2009. Based on that evaluation, the chief executive officer and chief financial officer of the
Sponsor have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report. There were no changes in the Trusts internal control over financial reporting that occurred
during the Trusts last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trusts internal control over financial reporting.

There were no changes in the Trusts internal control over financial reporting that occurred during the Trusts last fiscal quarter that have materially affected, or are reasonably likely to materially
affect, the Trusts internal control over financial reporting.



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##### Table of Contents

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes from the risk
factors disclosed in the Risk Factors section of the Trusts Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 29, 2009.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

(a)
None.

(b) Not applicable.

(c) None.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------



|       |  |                                                                                                          
|------ |  | ---------------------------------------------------------------------------------------------------------
|Number |  | Description of Exhibit                                                                                   
|31.1   |  | Certification of Principal Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|       | 
|31.2   |  | Certification of Principal Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|       | 
|32.1   |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
|       | 
|32.2   |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   



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##### Table of Contents

SIGNATURES

Pursuant to the requirements 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.



|                     |  |                                          |  |                                                         
|-------------------- |  | ---------------------------------------- |  | --------------------------------------------------------
|                     |  | CURRENCYSHARESSMSOUTH AFRICAN RAND TRUST
|                     |  |                                         
|                     |  | By:                                      |  | Rydex Specialized Products LLC                          
|                     |  |                                          |  | Sponsor of the CurrencySharesSM South African Rand Trust
|                     |  |                                         
|Date: March 17, 2009 |  | By:                                      |  | /s/ Nick Bonos                                          
|                     |  |                                          |  | Nick Bonos                                              
|                     |  |                                          |  | Chief Financial Officer                                 
|                     |  |                                          |  | (principal financial officer)                           



15