UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 27, 2011
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
(Registrant)
POWERSHARES DB ENERGY FUND; POWERSHARES DB OIL FUND; POWERSHARES DB PRECIOUS METALS FUND; POWERSHARES DB GOLD FUND; POWERSHARES DB SILVER FUND; POWERSHARES DB BASE METALS FUND; POWERSHARES DB AGRICULTURE FUND
(Co-Registrants)
(Exact Name of each Registrant as Specified in its Charter)
PowerShares DB Multi-Sector Commodity Trust Delaware | 87-0778053 (Trust) | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer ID Number) | |
c/o DB Commodity Services LLC 60 Wall Street New York, New York |
10005 | |
(Address of Principal Executive Offices) | (Zip Code) |
001-33229; 001-33240; 001-33242; 001-33244; 001-33231; 001-33234; 001-33236; and 001-33238
(Commission File Number(s))
(212) 250-5883
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
This current report on Form 8-K relates to the Unaudited Financial Statements of DB Commodity Services LLC (DBCS) for the three-months ended March 31, 2011. DBCS is the Managing Owner of PowerShares DB Multi-Sector Commodity Trust, PowerShares DB Energy Fund, PowerShares DB Oil Fund, PowerShares DB Precious Metals Fund, PowerShares DB Gold Fund, PowerShares DB Silver Fund, PowerShares DB Base Metals Fund and PowerShares DB Agriculture Fund. The DBCS Unaudited Financial Statements for the three-months ended March 31, 2011 are attached hereto as Exhibit 99.1 and are being filed herewith.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith and this list is intended to constitute the exhibit index:
Number |
Exhibit Title | |
Exhibit 99.1 | Unaudited Financial Statements of DB Commodity Services LLC for the three-months ended March 31, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer | |||
PowerShares DB Energy Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer | |||
PowerShares DB Oil Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer |
PowerShares DB Precious Metals Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer | |||
PowerShares DB Gold Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer | |||
PowerShares DB Silver Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer |
PowerShares DB Base Metals Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, its Managing Owner | |||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer | |||
PowerShares DB Agriculture Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||
By: | DB Commodity Services LLC, | |||
its Managing Owner | ||||
By: | /s/ Hans Ephraimson | |||
Name: | Hans Ephraimson | |||
Title: | Chief Executive Officer | |||
By: | /s/ Michael Gilligan | |||
Name: | Michael Gilligan | |||
Title: | Principal Financial Officer |
Date: May 27, 2011
Exhibit 99.1
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Financial Statements
March 31, 2011 (Unaudited)
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Statements of Financial Condition
March 31, 2011 (Unaudited) and December 31, 2010
2011 | 2010 | |||||||
Assets | ||||||||
Due from DB Exchange Traded Funds |
$ | 9,516,095 | $ | 7,711,150 | ||||
Investment in DB Exchange Traded Funds |
15,966 | 14,786 | ||||||
Due from affiliate, net |
116,161,450 | 97,703,702 | ||||||
Total assets |
$ | 125,693,511 | $ | 105,429,638 | ||||
Liabilities and Members Capital | ||||||||
Liabilities: |
||||||||
Accrued expenses |
$ | 11,137,323 | $ | 8,015,861 | ||||
Total liabilities |
11,137,323 | 8,015,861 | ||||||
Members capital |
114,556,188 | 97,413,777 | ||||||
Total liabilities and members capital |
$ | 125,693,511 | $ | 105,429,638 | ||||
See accompanying notes to unaudited financial statements.
2
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Income and Expenses
For the Three Months ended March 31, 2011 and 2010
2011 | 2010 | |||||||
Income: |
||||||||
Management fees |
$ | 25,661,718 | $ | 22,897,816 | ||||
Equity in earnings in investment in DB Exchange Traded Funds |
1,180 | (54 | ) | |||||
Total income |
25,662,898 | 22,897,762 | ||||||
Expenses: |
||||||||
Legal fees |
236,913 | 542,346 | ||||||
Audit fees and tax services |
1,696,423 | 1,345,662 | ||||||
Printing services |
274,436 | 300,007 | ||||||
Administrator and trustee fees |
1,250,421 | 1,082,906 | ||||||
Distribution fees |
4,783,270 | 4,122,740 | ||||||
Registration fees |
| 1,825,640 | ||||||
Other |
279,024 | 392,926 | ||||||
Total expenses |
8,520,487 | 9,612,227 | ||||||
Net income |
$ | 17,142,411 | $ | 13,285,535 | ||||
See accompanying notes to unaudited financial statements.
3
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Changes in Members Capital
For the Three Months Ended March 31, 2011 and 2010
2011 | 2010 | |||||||
Members capital, January 1 |
$ | 97,413,777 | $ | 42,133,072 | ||||
Net income |
17,142,411 | 13,285,535 | ||||||
Members capital, March 31 |
$ | 114,556,188 | $ | 55,418,607 | ||||
See accompanying notes to unaudited financial statements.
4
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Unaudited Statements of Cash Flows
For the Three Months Ended March 31, 2011 and 2010
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 17,142,411 | $ | 13,285,535 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
(Increase) decrease in operating assets: |
||||||||
Due from DB Exchange Traded Funds |
(1,804,945 | ) | (934,773 | ) | ||||
Due from affiliate, net |
(18,457,748 | ) | (15,433,221 | ) | ||||
Decrease in investment in DB Exchange Traded Funds |
(1,180 | ) | 54 | |||||
Prepaid expenses |
| 1,825,640 | ||||||
Increase (decrease) in operating liabilities: |
||||||||
Accrued expenses |
3,121,462 | 1,256,765 | ||||||
Net cash provided by operating activities |
| | ||||||
Cash and cash equivalents at beginning of period |
| | ||||||
Cash and cash equivalents at end of period |
$ | | $ | | ||||
See accompanying notes to unaudited financial statements.
5
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements
March 31, 2011
(1) | Organization and Basis of Presentation |
DB Commodity Services LLC (the Company), a Delaware limited liability company, was formed on May 23, 2005, and is an indirect wholly owned subsidiary of Deutsche Bank AG and a direct wholly owned subsidiary of DB U.S. Financial Markets Holding Corporation. The Company is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission and is a member of the National Futures Association.
The Company serves as the managing owner, commodity pool operator, and commodity trading advisor to the following funds, the DB Exchange Traded Funds:
| PowerShares DB Commodity Index Tracking Fund (DBC) |
| PowerShares DB G10 Currency Harvest Fund (DBV) |
| PowerShares DB Multi Sector Commodity Trust in seven separate series, or Funds: |
| PowerShares DB Energy Fund (DBE) |
| PowerShares DB Oil Fund (DBO) |
| PowerShares DB Precious Metals Fund (DBP) |
| PowerShares DB Gold Fund (DGL) |
| PowerShares DB Silver Fund (DBS) |
| PowerShares DB Base Metals Fund (DBB) |
| PowerShares DB Agriculture Fund (DBA) |
| PowerShares DB US Dollar Index Trust in two separate series, or Funds: |
| PowerShares DB US Dollar Index Bullish Fund (UUP) |
| PowerShares DB US Dollar Index Bearish Fund (UDN) |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Accounting |
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles.
(b) | Use of Estimates |
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses, and related disclosure of contingent assets and liabilities during the reporting period of the financial statements and accompanying notes. Actual results could differ from those estimates.
(c) | Due from DB Exchange Traded Funds |
Due from the DB Exchange Traded Funds represents outstanding management fees for services provided to the DB Exchange Traded Funds as commodity pool operator, commodity trading advisor
6
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements
March 31, 2011
and managing owner. The fees are recorded at the invoiced amounts and do not bear interest. Management has determined that there was no risk of unrecoverable amounts, and therefore, no allowance for doubtful accounts was provided for as of March 31, 2011 or December 31, 2010.
(d) | Investment in DB Exchange Traded Funds |
The Companys investments in the DB Exchange Traded Funds consist of capital contributions in the general shares of the Funds and are accounted for using the equity method. The Company adjusts the carrying amount of the investments to recognize the Companys share of earnings or losses of the investment. Distributions received from the investments reduce the carrying amount of the respective investments.
(e) | Income Taxes |
The Company is a limited liability company and did not elect to be taxable as a corporation for U.S. income tax purposes. Accordingly, the Company will not incur U.S. income taxes. No provision for federal, state, and local income taxes has been made in the accompanying financial statements, as its owner member is liable for income taxes, if any, on the Companys income, loss, and other items, and there is no tax sharing arrangement between the Company and its owner member. Based on the effective tax rate of the Companys owner member, the Companys pro rata income tax expense would be approximately $5,100,000 and $4,000,000 for the federal tax, $1,200,000 and $900,000 for the New York State tax, and $1,300,000 and $1,000,000 for the New York City tax for the quarters ended March 31, 2011 and 2010, respectively. As the Company is not required to separately file its own returns, the following is the major tax jurisdiction for the Companys parent, DB U.S. Financial Markets Holding Corporation, and the earliest tax year subject to examination: United States 2007.
(f) | Revenue Recognition |
Fees for management services are recognized on an accrual basis when earned. Fees for management services are accrued for each of the Funds monthly.
(3) | Related-Party Transactions |
(a) | Management Fees and Due from DB Exchange Traded Funds |
The DBA and DBC Funds pay the Company a management fee, monthly in arrears, in an amount equal to 0.85% per annum of their net asset values
The DBO, DBS, DGL, DBB, DBE, DBP, DBV, UDN, and UUP Funds pay the Company a management fee, monthly in arrears, in an amount equal to 0.75% per annum of their net asset values.
During the Three Months Ended March 31, 2011 and 2010, the Company earned management fees of $25,661,718 and $22,897,816, respectively. As of March 31, 2011 and December 31, 2010, Due from DB Exchange Traded Funds was $9,516,095 and $7,711,150, respectively.
7
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements
March 31, 2011
2011 Management Fees |
2010 Management Fees |
2011 Due from DB Exchange Traded Funds |
2010 Due from DB Exchange Traded Funds |
|||||||||||||
DBA Fund |
$ | 7,091,062 | $ | 5,235,667 | $ | 2,724,813 | $ | 1,833,427 | ||||||||
DBB Fund |
1,079,940 | 1,002,653 | 398,552 | 290,028 | ||||||||||||
DBC Fund |
11,747,697 | 9,286,862 | 4,378,618 | 3,507,167 | ||||||||||||
DBE Fund |
374,935 | 594,881 | 159,961 | 98,899 | ||||||||||||
DBO Fund |
1,122,349 | 636,252 | 418,641 | 381,087 | ||||||||||||
DBP Fund |
650,075 | 493,861 | 205,855 | 244,532 | ||||||||||||
DBS Fund |
443,877 | 158,214 | 194,294 | 122,896 | ||||||||||||
DGL Fund |
515,967 | 766,275 | 166,499 | 206,598 | ||||||||||||
DBV Fund |
652,132 | 297,501 | 223,291 | 227,190 | ||||||||||||
UDN Fund |
280,754 | 450,022 | 97,227 | 98,615 | ||||||||||||
UUP Fund |
1,702,930 | 3,975,628 | 548,344 | 700,711 | ||||||||||||
$ | 25,661,718 | $ | 22,897,816 | $ | 9,516,095 | $ | 7,711,150 | |||||||||
(b) | Organization and Offering Costs |
The Company assumes all organization and offering costs of the Funds. Expenses incurred with the continuous offering of limited shares will also be paid by the Company.
(c) | Administration Expenses |
The Company assumes all routine operational, administrative and other ordinary expenses of the Funds, including, but not limited to, computer services, the fees and expenses of the Trustee, legal and accounting fees and expenses, audit and tax preparation expenses, filing fees and printing, mailing and duplication costs. Accordingly, such expenses are recorded in the statement of income and expenses of the Company. Please refer to note 7 for further details on service agreements.
(d) | Service Agreement |
The Company, in its capacity as the managing owner and on behalf of the Funds, entered into a service agreement with Deutsche Bank AG for services including, but not limited to, trading, accounting, legal, human resources, and other. The costs of these services are assumed by Deutsche Bank AG with no cost allocation to the Company or the Funds.
(e) | Due from Affiliate, Net |
Deutsche Bank AG New York Branch provides the Company with a cash facility to cover its operational expenses and to deposit management fees received from the DB Exchange Traded Funds. This cash management program is noninterest-bearing and there is no expiration date. As of March 31, 2011 and December 31, 2010, the Company had a net receivable from affiliate of $116,161,450 and $97,703,702, respectively.
8
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements
March 31, 2011
(4) | Investments in DB Exchange Traded Funds |
Investments in DB Exchange Traded Funds as of March 31, 2011 and December 31, 2010 amount to $15,966 and $14,786, respectively. The Companys ownership in each of the DB Exchange Traded Funds represents less than 1.0% of the Funds equity.
(5) | Accrued Expenses |
Accrued expenses as of March 31, 2011 and December 31, 2010 consist of the following:
2011 | 2010 | |||||||
Audit Fees & Tax Services |
$ | 3,050,567 | $ | 4,808,500 | ||||
Distribution Fees |
5,132,219 | 1,392,102 | ||||||
Administrator & Trustee Fees |
1,586,685 | 670,769 | ||||||
Legal Fees |
787,349 | 590,947 | ||||||
Printing Services |
274,436 | 392,133 | ||||||
Other |
306,067 | 161,410 | ||||||
$ | 11,137,323 | $ | 8,015,861 | |||||
(6) | Prepaid Expenses |
There were no prepaid expenses as of March 31, 2011 and 2010.
(7) | Service Agreements |
(a) | Trust Agreement |
Under the Trust Agreement of the Funds, Wilmington Trust Company (the Trustee of the Funds) has delegated to the Company the exclusive management and control of all aspects of the business of the Funds. Trustee fees are paid on behalf of the Funds by the Company.
(b) | Administration Agreement |
The Company, in its capacity as the managing owner and on behalf of each of the Funds, has appointed The Bank of New York Mellon as the administrator (the Administrator), custodian and transfer agent of the Funds and has entered into separate administrative, custodian, transfer agency and service agreements (collectively referred to as the Administration Agreement). The Administrator performs or supervises the performance of services necessary for the operation and administration of each of the Funds (other than making investment decisions), including receiving and processing orders to create and redeem shares of the Funds, net asset value calculations, accounting, and other fund administrative services. The Administrators monthly fees are paid on behalf of the Funds by the Company.
(c) | Distribution Services Agreement |
ALPS Distributors, Inc. (the Distributor) provides certain distribution services to the Funds. Pursuant to the Distribution Services Agreement between the Company in its capacity as managing owner of the Funds and the Distributor, the Distributor assists the Company and the Administrator with certain
9
DB COMMODITY SERVICES LLC
(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)
Notes to Unaudited Financial Statements
March 31, 2011
functions and duties relating to distribution and marketing including reviewing and approving marketing materials. Distribution fees are paid on behalf of the Funds by the Company.
(d) | License Agreement |
Under the License Agreement among Invesco PowerShares Capital Management LLC (the Licensor), and the Company in its own capacity, and in its capacity as the managing owner and on behalf of the Funds, the Licensor granted to the Funds a nonexclusive license to use the PowerShares® trademark (the Trademark) anywhere in the world, solely in connection with the marketing and promotion of the Funds and to use or refer to the Trademark in connection with the issuance and trading of the Funds shares as necessary. License fees are paid on behalf of the Funds by the Company.
(e) | Marketing Agreement |
Pursuant to a marketing agreement between Invesco AIM Distributors, Inc., an affiliate of the Licensor, and the Company in its capacity as the managing owner and on behalf of the Funds, Invesco AIM Distributors, Inc. assists the Company and the Administrator with certain functions and duties such as providing various educational and marketing activities regarding each of the Funds, primarily in the secondary trading market. Activities include, but are not limited to, communicating each of the Funds names, characteristics, uses, benefits, and risks, consistent with the prospectus, engagement in public seminars, road shows, conferences, media interviews, fielding incoming telephone 800 number calls, and distributing sales literature and other communications (including electronic media) regarding each of the Funds. Invesco AIM Distributors, Inc. will not open customer accounts or handle orders for the Funds. Marketing fees are paid on behalf of the Funds by the Company.
(8) | Commitments and Contingencies |
The Company has entered into various service agreements on behalf of the Funds that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services that are in the best interests of the Funds. While the Companys exposure under such indemnification provisions cannot be estimated until a claim arises, these general business indemnifications are not expected to have a material impact on the Companys financial position.
(9) | Business and Credit Concentration |
The Companys business is to serve as the managing owner, commodity pool operator, and commodity trading advisor to the DB Exchange Traded Funds. The basis for the management fee calculation is the Funds net asset value. Accordingly, factors that may have the effect of causing a decline in the Funds net asset value will affect the Companys income from management fees.
(10) | Subsequent Events |
The Company evaluated the need for disclosures and/or adjustments resulting from subsequent events through May 26, 2011, the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the Companys financial statements and notes to the financial statements.
10