As filed with the Securities and Exchange Commission on March 2, 2018
Registration No. 333-208439
Registration No. 333-208439-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
(Registrant)
POWERSHARES DB AGRICULTURE FUND
(Co-Registrant)
(Exact name of registrant as specified in its charter)
Delaware | 6799 | 87-0778053 (Trust) | ||
(State of Organization) | (Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) | ||
c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, Illinois 60515 (800) 983-0903 |
Anna Paglia c/o Invesco PowerShares Capital Management LLC 3500 Lacey Road, Suite 700 Downers Grove, Illinois 60515 (800) 983-0903 | |||
(Address, including zip code, and telephone number including area code, of registrants principal executive offices) |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to:
Joshua B. Sterling, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
Approximate date of commencement of proposed sale to the public:
As promptly as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | (Do not check if a smaller reporting company) ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay the effective date of this Post-Effective Amendment No. 2 until the Registrant shall file a further amendment which specifically states that the Registration Statement as amended by this Post-Effective Amendment No. 2 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the amended Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File Nos. 333-208439 and 333-208439-01) of PowerShares DB Multi-Sector Commodity Trust (the Trust) and PowerShares DB Agriculture Fund (the Fund and, together with the Trust, the Issuers) is being filed because the Fund is no longer a well-known seasoned issuer (as such term is defined in Rule 405 of the Securities Act) upon the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 because the worldwide market value of its Shares (as defined in the accompanying prospectus) held by non-affiliates was less than $700 million during the 60-day period preceding such filing.
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
PowerShares DB Agriculture Fund |
107,372,875 | Common Units of Beneficial Interest |
INVESTING IN THE SHARES INVOLVES SIGNIFICANT RISKS. PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 13.
| Futures trading is volatile and even a small movement in market prices could cause large losses. |
| The success of the Funds trading program depends upon the skill of the Managing Owner and its trading principals. |
| You could lose all or substantially all of your investment. |
| The Index is concentrated in a small number of commodities. Concentration may result in greater volatility. |
| Investors pay fees in connection with their investment in the Shares, including asset-based fees of 0.85% per annum. Additional charges include brokerage fees of approximately 0.04% per annum in the aggregate. |
Authorized Participants may offer to the public, from time-to-time, Shares from any Baskets they create. Shares offered to the public by Authorized Participants will be offered at a per-Share offering price that will vary depending on, among other factors, the trading price of the Shares on the NYSE Arca, the NAV per Share and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Basket but offered by Authorized Participants to the public at different times may have different offering prices. Authorized Participants will not receive from the Fund, the Managing Owner or any of their affiliates any fee or other compensation in connection with their sale of Shares to the public.
An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. In addition, the Managing Owner pays a distribution services fee to Invesco Distributors, Inc. and pays a marketing services fee to Deutsche Bank Securities Inc. (DBSI) without reimbursement from the Trust or the Fund. For more information regarding items of compensation paid to Financial Industry Regulatory Authority, Inc. (FINRA) members, please see the Plan of Distribution section on page 94.
These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (SEC) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. The Fund is not a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
March 2, 2018
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 49 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 27.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 13 THROUGH 25.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST OR FUND. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.
THE FUND FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION.
THE FILINGS OF THE TRUST AND FUND ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV.
REGULATORY NOTICES
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE FUND, THE MANAGING OWNER, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.
THE BOOKS AND RECORDS OF THE FUND ARE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALS ARE MAINTAINED AT THE OFFICES OF INVESCO DISTRIBUTORS, INC., 11 GREENWAY PLAZA, SUITE 1000, HOUSTON, TEXAS 77046-1173; TELEPHONE NUMBER (800) 983-0903; BASKET CREATION AND REDEMPTION BOOKS AND RECORDS, ACCOUNTING AND CERTAIN OTHER FINANCIAL BOOKS AND RECORDS (INCLUDING FUND ACCOUNTING RECORDS, LEDGERS WITH RESPECT TO ASSETS, LIABILITIES, CAPITAL, INCOME AND EXPENSES, THE REGISTRAR, TRANSFER JOURNALS AND RELATED DETAILS) AND TRADING AND RELATED DOCUMENTS RECEIVED FROM FUTURES COMMISSION MERCHANTS ARE MAINTAINED BY THE BANK OF NEW YORK MELLON, 2 HANSON PLACE, BROOKLYN, NEW YORK 11217, TELEPHONE NUMBER (718) 315-7500. ALL OTHER BOOKS AND RECORDS OF THE FUND (INCLUDING MINUTE BOOKS AND OTHER GENERAL CORPORATE RECORDS, TRADING RECORDS AND RELATED REPORTS AND OTHER ITEMS RECEIVED FROM THE FUNDS COMMODITY BROKERS) ARE MAINTAINED AT THE FUNDS PRINCIPAL OFFICE, C/O INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, 3500 LACEY ROAD, SUITE 700, DOWNERS GROVE, ILLINOIS 60515; TELEPHONE NUMBER (800) 983-0903. SHAREHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS FOR THE FUND CONFORMING TO COMMODITY FUTURES TRADING COMMISSION (CFTC) AND THE NATIONAL FUTURES ASSOCIATION (NFA) REQUIREMENTS ARE POSTED ON THE MANAGING OWNERS WEBSITE AT HTTP://WWW.POWERSHARES.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE MANAGING OWNERS WEBSITE IN THE DISCRETION OF THE MANAGING OWNER OR AS REQUIRED BY REGULATORY AUTHORITIES. INFORMATION ON THE MANAGING OWNERS WEBSITE SHALL NOT BE DEEMED TO BE A PART OF THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN UNLESS OTHERWISE EXPRESSLY STATED. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUNDS FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TO SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS ANNUAL FEDERAL INCOME TAX RETURNS.
THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: NEITHER POWERSHARES DB MULTI-SECTOR COMMODITY TRUST NOR ANY SERIES THEREOF IS A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND IS NOT SUBJECT TO REGULATION THEREUNDER.
AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE PLAN OF DISTRIBUTION.
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Contract Selection (Non-OY Single Commodity Indexes only)
On the first Index Business Day of each month, each non-OY Single Commodity Index will select a new futures contract to replace the old futures contract as provided in the following schedule.
Contract |
Exchange |
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | |||||||||||||||||||||||||||||||||||||
Cocoa |
ICE-US (CC) | H | K | K | N | N | U | U | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Coffee |
ICE-US (KC) | H | K | K | N | N | U | U | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Cotton |
ICE-US (CT) | H | K | K | N | N | Z | Z | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Live Cattle |
CME (LC) | J | J | M | M | Q | Q | V | V | Z | Z | G | G | |||||||||||||||||||||||||||||||||||||
Feeder Cattle |
CME (FC) | H | J | K | Q | Q | Q | U | V | X | F | F | H | |||||||||||||||||||||||||||||||||||||
Lean Hogs |
CME (LH) | J | J | M | M | N | Q | V | V | Z | Z | G | G |
Month |
Month Letter Code | |
January |
F | |
February |
G | |
March |
H | |
April |
J | |
May |
K | |
June |
M | |
July |
N | |
August |
Q | |
September |
U | |
October |
V | |
November |
X | |
December |
Z |
After selection of the replacement futures contract, each non-OY Single Commodity Index will roll such replacement futures contract as provided in the sub-paragraph Monthly Index Roll Period with respect to both OY Single Commodity Indexes and Non-OY Single Commodity Indexes.
[Remainder of page left blank intentionally.]
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Fees and Expenses
Management Fee | The Fund pays the Managing Owner a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of the daily NAV of the Fund. The Management Fee is paid in consideration of the Managing Owners services related to the management of the Funds business and affairs, including the provision of commodity futures trading advisory services.
The Fund may, for margin and/or cash management purposes, invest in money market mutual funds and/or T-Bill ETFs that are managed by affiliates of the Managing Owner. The indirect portion of the management fees that the Fund may incur through such investments is in addition to the Management Fee paid to the Managing Owner. The Managing Owner has contractually agreed to waive the fees that it receives in an amount equal to the indirect management fees that the Fund incurs through its investments in affiliated money market mutual funds and/or affiliated T-Bill ETFs indefinitely. | |
Offering Expenses | Expenses incurred in connection with the continuous offering of Shares are paid by the Managing Owner. | |
Brokerage Commissions and Fees | The Fund pays to the Commodity Broker all brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with its trading activities. On average, total charges paid to the Commodity Broker are expected to be less than $7.00 per round-turn trade, although the Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. The Managing Owner estimates the brokerage commissions and fees will be approximately 0.04% of the NAV of the Fund in any year, although the actual amount of brokerage commissions and fees in any year or any part of any year may be greater. | |
Routine Operational, Administrative and Other Ordinary Expenses | The Managing Owner pays all of the routine operational, administrative and other ordinary expenses of the Fund, including, but not limited to, computer services, the fees and expenses of the Trustee, license and service fees paid to Deutsche Bank Securities Inc. (DBSI) as Marketing Agent and Index Sponsor, legal and accounting fees and expenses, tax preparation expenses, filing fees, and printing, mailing and duplication costs. | |
Non-Recurring Fees and Expenses | The Fund pays all of the non-recurring and unusual fees and expenses (referred to as extraordinary fees and expenses in the Trust Agreement), if any, as determined by the Managing Owner. Non-recurring and unusual fees and expenses are fees and expenses which are non-recurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Non-recurring and unusual fees and expenses will also include material expenses which are not currently anticipated obligations of the Fund or of managed futures funds in general. Routine operational, administrative and other ordinary expenses will not be deemed non-recurring expenses. | |
Management Fee and Expenses to be Paid First out of Treasury Income, Money Market Income and/or T-Bill ETF Income | The Management Fee and the brokerage commissions and fees of the Fund are paid first out of Treasury Income from the Funds holdings of United States Treasury Securities, Money Market Income from the Funds holdings of money market mutual funds (affiliated or otherwise) and T-Bill ETF Income from the Funds holdings of T-Bill ETFs (affiliated or otherwise), as applicable, on deposit with the Commodity Broker as margin, the Custodian, or otherwise. If the sum of the Treasury Income, the Money Market Income and the T-Bill ETF Income is not sufficient to cover the fees and expenses of the Fund during any period, the excess of such fees and expenses over such Treasury Income, Money Market Income and T-Bill ETF Income, as applicable, will be paid out of income from futures trading, if any, or from sales of the Funds holdings in United States Treasury Securities, money market mutual funds, and/or holdings in T-Bill ETFs. | |
Selling Commission | Retail investors may purchase and sell Shares through traditional brokerage accounts. Investors are expected to be charged a commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. |
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BREAKEVEN TABLE
The Breakeven Table, as presented, is an approximation only. The capitalization of the Fund does not directly affect the level of its charges as a percentage of its NAV, other than brokerage commissions.
Dollar Amount and Percentage of Expenses
and Interest Income | ||||
Expense | DBA1 | |||
$ | % | |||
Management Fee2 |
$0.21 | 0.85% | ||
Offering Expense Reimbursement |
$0.00 | 0.00% | ||
Brokerage Commissions and Fees3 |
$0.01 | 0.04% | ||
Routine Operational, Administrative and Other Ordinary Expenses4,5 |
$0.00 | 0.00% | ||
Treasury Income, Money Market Income and T-Bill ETF Income6 |
$0.33 | 1.33% | ||
12-Month Breakeven7,8 |
$0.00 | 0.00% |
1. | The breakeven analysis set forth in this table assumes that the Shares have a constant month-end NAV per Share of $25.00. The initial offering price of the Shares was $25 per Share, which has been consistently used for the breakeven analysis. Using the same NAV per Share enables investors and potential investors to compare on a consistent basis the breakeven point of this Fund with the other commodity futures-based ETFs operated by the Managing Owner. The Managing Owner, in its discretion, may change the assumed NAV per Share in the future. See the Charges section for an explanation of the expenses included in the Breakeven Table. The Managing Owner will pay a marketing services fee to the Marketing Agent and an index services fee to the Index Sponsor. Because the marketing services fee and the index services fee are not paid by the Fund, these fees are not included in the breakeven analysis. |
2. | From the Management Fee, the Managing Owner is responsible for paying the fees and expenses of the Administrator, Invesco Distributors, the Index Sponsor and the Marketing Agent. |
The Fund may, for margin and/or cash management purposes, invest in money market mutual funds and/or T-Bill ETFs that are managed by affiliates of the Managing Owner. The indirect portion of the management fees that the Fund may incur through such investments are in addition to the Management Fee paid to the Managing Owner. The Managing Owner has contractually agreed to waive the fees that it receives in an amount equal to the indirect management fees that the Fund incurs through its investments in affiliated money market mutual funds and/or affiliated T-Bill ETFs indefinitely.
As of the date of this prospectus, this waiver is approximately less than $0.01 per Share per annum.
3. | The actual amount of brokerage commissions and trading fees to be incurred will vary based upon the trading frequency of the Fund and the specific futures contracts traded. |
4. | The Managing Owner is responsible for paying all routine operational, administrative and other ordinary expenses of the Fund. |
5. | Authorized Participants pay a transaction fee in the amount of $500 per order to create and redeem Baskets. Because these transaction fees are de minimis in amount, are charged on a transaction-by-transaction basis (and not on a Basket-by-Basket basis), and are borne by the Authorized Participants, they have not been included in the Breakeven Table. |
6. | Interest income currently is estimated to be earned at a rate of 1.41%, based upon the yield on 3-month United States Treasury Securities as of January 31, 2018, or the Treasury Income. Dividend income currently is estimated to be earned at a rate of 1.18% from the Funds holdings of money market mutual funds (affiliated or otherwise) as of January 31, 2018, or the Money Market Income. The dollar amount shown is based on the relative amounts of these income producing instruments held by the Fund. Dividend income currently is estimated to be earned at a rate of 1.44% from the Funds holdings of T-Bill ETFs (affiliated or otherwise) as of January 31, 2018, or the T-Bill ETF Income. Actual Treasury Income, Money Market Income and T-Bill ETF Income could be higher or lower than the levels shown. |
7. | The table indicates that the breakeven amount during the first 12 months of an investment in the Fund is $0.00 and 0% of NAV. These figures reflect that, during those first 12 months, the Funds Treasury Income, Money Market |
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Income, and T-Bill ETF Income are expected to exceed the Funds fees and expenses. As disclosed earlier in the Funds breakeven analysis, the Fund will break even unless it loses at least approximately 0.44% per annum, or $0.11 per annum per Share at $25.00 as the NAV per Share. |
8. | You may pay brokerage commissions in connection with purchases of the Shares. Brokerage commissions have not been included in the Breakeven Table because they are borne by investors rather than the Fund and will generally vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. |
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PERFORMANCE OF POWERSHARES DB AGRICULTURE FUND (TICKER: DBA), A SERIES OF
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
Name of Pool: PowerShares DB Agriculture Fund
Type of Pool: Public, Exchange-Listed Commodity Pool
Inception of Trading: January 2007
Aggregate Gross Capital Subscriptions as of January 31, 20181: $9,805,980,337
NAV as of January 31, 20182: $663,356,936
NAV per Share as of January 31, 20183: $18.85
Worst Monthly Drawdown4: (8.09)% July 2015
Worst Peak-to-Valley Drawdown5: (54.37)% February 2008 August 20176
Monthly Rate of Return |
2018 (%) | 2017 (%) | 2016(%) | 2015(%) | 2014(%) | 2013(%) | ||||||||||||||||||
January |
0.48 | 2.20 | (3.10 | ) | (6.77 | ) | 1.61 | (0.39 | ) | |||||||||||||||
February |
(1.03 | ) | (0.25 | ) | (0.43 | ) | 10.86 | (5.24 | ) | |||||||||||||||
March |
(2.28 | ) | 3.05 | (3.99 | ) | 3.66 | (1.82 | ) | ||||||||||||||||
April |
0.10 | 2.23 | (0.59 | ) | 3.28 | 0.96 | ||||||||||||||||||
May |
1.01 | 1.38 | (1.98 | ) | (5.33 | ) | (2.33 | ) | ||||||||||||||||
June |
(0.65 | ) | 3.28 | 7.10 | (0.90 | ) | (2.62 | ) | ||||||||||||||||
July |
0.30 | (6.40 | ) | (8.09 | ) | (2.29 | ) | (1.04 | ) | |||||||||||||||
August |
(6.28 | ) | (1.89 | ) | (2.79 | ) | (1.48 | ) | 1.83 | |||||||||||||||
September |
1.55 | (1.04 | ) | 0.10 | (3.42 | ) | 0.96 | |||||||||||||||||
October |
2.64 | 2.50 | 1.67 | 0.57 | (0.91 | ) | ||||||||||||||||||
November |
(1.85 | ) | (2.73 | ) | (3.48 | ) | (0.55 | ) | (0.96 | ) | ||||||||||||||
December |
(1.68 | ) | 0.05 | 0.78 | (2.81 | ) | (2.29 | ) | ||||||||||||||||
Compound Rate of Return7 |
0.48 | % | (6.11 | %) | (3.34 | )% | (16.75 | )% | 2.24 | % | (13.19 | )% |
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Footnotes to Performance Information
1. Aggregate Gross Capital Subscriptions is the aggregate of all amounts ever contributed to the pool, including investors who subsequently redeemed their investments.
2. NAV is the NAV of the pool as of January 31, 2018.
3. NAV per Share is the NAV of the pool divided by the total number of Shares outstanding as of January 31, 2018.
4. Worst Monthly Drawdown is the largest single month loss sustained during the most recent five calendar years and year to date (if applicable). Drawdown as used in this section of the Prospectus means losses experienced by the pool over the specified period and is calculated on a rate of return basis, i.e., dividing net performance by beginning equity. Drawdown is measured on the basis of monthly returns only, and does not reflect intra-month figures. Month is the month of the Worst Monthly Drawdown.
5. Worst Peak-to-Valley Drawdown is the largest percentage decline in the NAV per Share during the most recent five calendar years (and to the extent applicable, for a period beyond the most recent five calendar years if the starting date of the peak value extends beyond this period). This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. Worst Peak-to-Valley Drawdown represents the greatest percentage decline from any month-end NAV per Share that occurs without such month-end NAV per Share being equaled or exceeded as of a subsequent month-end. For example, if the NAV per Share of the pool declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a peak-to-valley drawdown analysis conducted as of the end of April would consider that drawdown to be still continuing and to be $3 in amount, whereas if the NAV per Share had increased by $2 in March, the January-February drawdown would have ended as of the end of February at the $2 level.
6. The Worst Peak-to-Valley Drawdown from February 2008 December 2017 reflects the total return of the Fund, including the $0.45 per Share distribution made to Shareholders of record as of December 17, 2008. Prior to
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October 19, 2009, the Fund tracked the Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Excess Return. From October 19, 2009 until January 1, 2011, the Fund tracked the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return. On January 1, 2011, the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return changed its name to the name of the Index. The only difference between the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return and the Index is a name change.
7. Compound Rate of Return of the pool is calculated by multiplying on a compound basis each of the monthly rates of return set forth in the chart above and not by adding or averaging such monthly rates of return. For periods of less than one year, the results are year-to-date.
THE FUNDS PERFORMANCE INFORMATION FROM INCEPTION UP TO AND EXCLUDING FEBRUARY 23, 2015 IS A REFLECTION OF THE PERFORMANCE ASSOCIATED WITH DB COMMODITY SERVICES LLC, WHICH SERVED AS THE PREDECESSOR MANAGING OWNER. ALL THE PERFORMANCE INFORMATION ON AND AFTER FEBRUARY 23, 2015 REFLECTS THE PERFORMANCE ASSOCIATED WITH THE MANAGING OWNER.
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Overview of DBIQ Diversified Agriculture Index Excess Return
Index Commodity | Exchange (Contract Symbol)1 | Base Date | Index Base Weight | |||||||
Corn2 | CBOT (C) | January 18, 1989 | 12.50 | % | ||||||
Soybeans2 | CBOT (S) | 12.50 | % | |||||||
Wheat2 | CBOT (W) | 6.25 | % | |||||||
Kansas City Wheat2 | KCB (KW) | 6.25 | % | |||||||
Sugar2 | ICE-US (SB) | 12.50 | % | |||||||
Cocoa3 | ICE-US (CC) | 11.11 | % | |||||||
Coffee3 | ICE-US (KC) | 11.11 | % | |||||||
Cotton3 | ICE-US (CT) | 2.78 | % | |||||||
Live Cattle3 | CME (LC) | 12.50 | % | |||||||
Feeder Cattle3 | CME (FC) | 4.17 | % | |||||||
Lean Hogs3 | CME (LH) | 8.33 | % |
1Connotes the exchanges on which the underlying futures contracts are traded with respect to each Single Commodity Index.
2Connotes Single Commodity Index rolled on Optimum YieldTM basis.
3Connotes non-OY Single Commodity Index.
Legend:
CBOT means the Board of Trade of the City of Chicago Inc., or its successor.
CME means the Chicago Mercantile Exchange, Inc., or its successor.
ICE-US means ICE Futures U.S., Inc., or its successor.
KCB mean the Board of Trade of Kansas City, Missouri, Inc., a part of the CME Group, or its successor.
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Contract Selection (Non-OY Single Commodity Indexes only)
On the first Index Business Day of each month, each non-OY Single Commodity Index will select a new futures contract to replace the old futures contract as provided in the following schedule.
Contract |
Exchange |
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | |||||||||||||||||||||||||||||||||||||
Cocoa |
ICE-US (CC) | H | K | K | N | N | U | U | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Coffee |
ICE-US (KC) | H | K | K | N | N | U | U | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Cotton |
ICE-US (CT) | H | K | K | N | N | Z | Z | Z | Z | Z | H | H | |||||||||||||||||||||||||||||||||||||
Live Cattle |
CME (LC) | J | J | M | M | Q | Q | V | V | Z | Z | G | G | |||||||||||||||||||||||||||||||||||||
Feeder Cattle |
CME (FC) | H | J | K | Q | Q | Q | U | V | X | F | F | H | |||||||||||||||||||||||||||||||||||||
Lean Hogs |
CME (LH) | J | J | M | M | N | Q | V | V | Z | Z | G | G |
Month and Letter Codes | ||
Month |
Letter Code | |
January |
F | |
February |
G | |
March |
H | |
April |
J | |
May |
K | |
June |
M | |
July |
N | |
August |
Q | |
September |
U | |
October |
V | |
November |
X | |
December |
Z |
After selection of the replacement futures contract, each non-OY Single Commodity Index will roll such replacement futures contract as provided in the sub-paragraph Monthly Index Roll Period with respect to both OY Single Commodity Indexes and Non-OY Single Commodity Indexes.
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CLOSING LEVELS TABLES
DBIQ DIVERSIFIED AGRICULTURE INDEX EXCESS RETURN
CLOSING LEVEL | INDEX CHANGES | |||||||
High1 | Low2 | Annual3 | Since Inception4 | |||||
2008 |
123.53 | 71.21 | -19.22% | -17.42% | ||||
2009 |
87.40 | 72.91 | 4.18% | -13.97% | ||||
2010 |
105.23 | 74.69 | 22.32% | 5.23% | ||||
2011 |
114.93 | 90.14 | -10.68% | -6.01% | ||||
2012 |
100.65 | 84.22 | -2.14% | -8.02% | ||||
2013 |
92.12 | 80.70 | -12.26% | -19.30% | ||||
2014 |
97.66 | 80.26 | 3.30% | -16.63% | ||||
2015 |
84.35 | 68.34 | -15.86% | -29.86% | ||||
2016 |
78.05 | 66.53 | -2.86% | -31.86% | ||||
2017 |
71.26 | 61.95 | -6.06% | -35.99% | ||||
20185 |
64.75 | 63.18 | 0.38% | -35.74% |
THE PRIOR INDEX LEVELS AND CHANGES TO THE INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE FUNDS PERFORMANCE AND ARE NOT INDICATIVE OF THE FUNDS FUTURE PERFORMANCE. THE INDEX DOES NOT REFLECT ANY FEES OR EXPENSES ASSOCIATED WITH OPERATING A FUND OR ACTUAL TRADING.
Please refer to the Notes section below.
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The Index Sponsor also maintains a separate index, DBIQ Diversified Agriculture Index Total Return (DBIQ Diversified Agriculture TR) which the Fund does not track. DBIQ Diversified Agriculture TR is calculated on a funded (total return) basis, which reflects the change in market value of the underlying index commodities and interest income from a hypothetical basket of fixed income securities. DBIQ Diversified Agriculture TR is included so that investors can evaluate an index with both futures and income components, as the Fund tracks the Index and expects to generate income from positions in Treasury Securities, money market funds, and/or T-Bill ETFs that are maintained for margin and/or cash management purposes.
DBIQ Diversified Agriculture TR reflects the change in the market value of the same underlying commodities as the Index. DBIQ Diversified Agriculture TR and the Index each reflect those changes on both an optimum yield and non-optimum yield basis. OY Single Commodity Indexes are calculated to reflect the rolling of futures contracts in a manner that generates the best possible implied roll yield under the current market conditions. Each of the Non-OY Single Commodity Indexes rolls only to the next to expire futures contract as provided below under Contract Selection (Non-OY Single Commodity Indexes only).
CLOSING LEVELS TABLES
DBIQ DIVERSIFIED AGRICULTURE INDEX TOTAL RETURN
CLOSING LEVEL | INDEX CHANGES | |||||||
High1 | Low2 | Annual3 | Since Inception4 | |||||
2008 |
285.15 | 166.00 | -18.09% | 92.50% | ||||
2009 |
204.74 | 177.70 | 4.91% | 101.95% | ||||
2010 |
245.99 | 175.42 | 21.80% | 145.99% | ||||
2011 |
268.73 | 210.82 | -10.64% | 119.81% | ||||
2012 |
235.53 | 197.03 | -2.06% | 115.29% | ||||
2013 |
215.61 | 189.01 | -12.21% | 89.01% | ||||
2014 |
228.74 | 187.97 | 3.33% | 95.30% | ||||
2015 |
197.61 | 160.15 | -15.82% | 64.40% | ||||
2016 |
183.14 | 155.98 | -2.55% | 60.21% | ||||
2017 |
167.61 | 146.94 | -5.18% | 51.92% | ||||
20185 |
153.71 | 150.04 | 0.51% | 52.70% |
THE FUND DOES NOT TRACK DBIQ DIVERSIFIED AGRICULTURE INDEX TOTAL RETURN.
THE PRIOR INDEX LEVELS AND CHANGES TO THE INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE FUNDS PERFORMANCE AND ARE NOT INDICATIVE OF THE FUNDS FUTURE PERFORMANCE. THE INDEX SHOWN DOES NOT REFLECT ANY FEES OR EXPENSES ASSOCIATED WITH OPERATING A FUND OR ACTUAL TRADING.
Please refer to the Notes section below.
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The following table presents various measures of performance for the Index (DBIQ Diversified Agriculture ERTM), DBIQ Diversified Agriculture TRTM, and S&P GSCI Agriculture Index Total Return, which is a broad-based commodity index. The S&P GSCI Agriculture Index Total Return has been included to provide investors with an additional basis for evaluating the Fund.
All statistics based on data from January 18, 1989 to January 31, 2018.
VARIOUS STATISTICAL MEASURES |
DBIQ Diversified Agriculture TR |
DBIQ Diversified Agriculture ER |
S&P GSCI Agriculture Index Total Return |
|||||||||||
Annualized Changes to Index Level6 |
1.5 | % | -1.5 | % | -2.5 | % | ||||||||
Average rolling 3 month daily volatility7 |
11.8 | % | 11.8 | % | 16.6 | % | ||||||||
Sharpe Ratio8 |
-0.13 | -0.13 | -0.34 | |||||||||||
% of months with positive change9 |
50 | % | 46 | % | 46 | % | ||||||||
Average monthly positive change10 |
2.9 | % | 2.8 | % | 4.2 | % | ||||||||
Average monthly negative change11 |
-2.5 | % | -2.5 | % | -3.7 | % | ||||||||
ANNUALIZED INDEX LEVELS12 |
DBIQ Diversified Agriculture TR |
DBIQ Diversified Agriculture ER |
S&P GSCI Agriculture Index Total Return |
|||||||||||
1 year |
-6.8 | % | -7.8 | % | -13.6 | % | ||||||||
3 year |
-5.8 | % | -6.2 | % | -8.4 | % | ||||||||
5 year |
-6.6 | % | -6.9 | % | -12.8 | % | ||||||||
7 year |
-7.4 | % | -7.6 | % | -11.1 | % | ||||||||
10 year |
-5.0 | % | -5.3 | % | -8.0 | % | ||||||||
15 year |
-0.3 | % | -1.5 | % | -3.6 | % |
The Fund tracked the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return from October 19, 2009 until January 1, 2011. The Fund has tracked the DBIQ Diversified Agriculture Index Excess Return since January 1, 2011. The only difference between the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return and the DBIQ Diversified Agriculture Index Excess Return is a name change.
THE FUND DOES NOT TRACK DBIQ DIVERSIFIED AGRICULTURE TR OR THE S&P GSCI AGRICULTURE INDEX TOTAL RETURN. THE VARIOUS STATISTICAL MEASURES AND ANNUALIZED INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE FUNDS PERFORMANCE AND ARE NOT INDICATIVE OF THE FUNDS FUTURE PERFORMANCE.
Please refer to the Notes section below.
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The following tables present additional information regarding the Index (DBIQ Diversified Agriculture ERTM), DBIQ Diversified Agriculture TRTM, and S&P GSCI Agriculture Index Total Return, along with information on two additional agricultural indexes.
COMPARISON OF VARIOUS COMMODITIES INDICES13
(January 18, 1989 to January 31, 2018)
THE FUND TRACKS ONLY ITS OWN INDEX, DBIQ DIVERSIFIED AGRICULTURE INDEX EXCESS RETURN.
THE PRIOR INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE FUNDS PERFORMANCE AND ARE NOT INDICATIVE OF THE FUNDS FUTURE PERFORMANCE. THE INDEXES DO NOT REFLECT ANY FEES OR EXPENSES ASSOCIATED WITH OPERATING A FUND OR ACTUAL TRADING.
Please refer to the Notes section below.
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COMPARISON OF ANNUAL RETURNS OF VARIOUS INDICES13
(January 18, 1989 to January 31, 2018)
THE FUND TRACKS ONLY ITS OWN INDEX, DBIQ DIVERSIFIED AGRICULTURE INDEX EXCESS RETURN.
THE PRIOR INDEX LEVELS SHOWN ABOVE DO NOT REPRESENT THE FUNDS PERFORMANCE AND ARE NOT INDICATIVE OF THE FUNDS FUTURE PERFORMANCE. THE INDEXES DO NOT REFLECT ANY FEES OR EXPENSES ASSOCIATED WITH OPERATING A FUND OR ACTUAL TRADING.
Please refer to the Notes section below.
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NOTES:
1. | High reflects the highest closing level of the Index during the applicable year. |
2. | Low reflects the lowest closing level of the Index during the applicable year. |
3. | Annual Index Changes reflect the change to the Index closing level on an annual basis as of December 31 of each applicable year. |
4. | Index Changes Since Inception reflects the change of the Index level since inception on a compounded annual basis as of December 31 of each applicable year. |
5. | Closing levels as of January 31, 2018. |
6. | Annualized Changes to Index Level reflect the change to the applicable index level on an annual basis as of December 31 of each applicable year. |
7. | Average rolling 3 month daily volatility. The daily volatility reflects the relative rate at which the price of the applicable index moves up and down, which is found by calculating the annualized standard deviation of the daily change in price. In turn, an average of this value is calculated on a 3 month rolling basis. |
8. | Sharpe Ratio compares the annualized rate of return minus the annualized risk-free rate of return to the annualized variability often referred to as the standard deviation of the monthly rates of return. A Sharpe Ratio of 1:1 or higher indicates that, according to the measures used in calculating the ratio, the rate of return achieved by a particular strategy has equaled or exceeded the risks assumed by such strategy. The risk-free rate of return that was used in these calculations was assumed to be 3.05%. |
9. | % of months with positive change during the period from inception to January 31, 2018. |
10. | Average monthly positive change during the period from inception to January 31, 2018. |
11. | Average monthly negative change during the period from inception to January 31, 2018. |
12. | Annualized Index Levels reflect the change to the level of the applicable index on an annual basis as of December 31 of each the applicable time period (e.g., one year, three, five or seven, ten or fifteen years, as applicable). |
13. | Prior to October 19, 2009, the Fund tracked the Deutsche Bank Liquid Commodity Index-Optimum Yield Agriculture Excess Return. From October 19, 2009 until January 1, 2011, the Fund tracked the Deutsche Bank Liquid Commodity Index Diversified Agriculture Excess Return. On January 1, 2011, the Deutsche Bank Liquid Commodity Index Diversified Agriculture Index Excess ReturnTM changed its name to the name of the Index. The only difference between the Deutsche Bank Liquid Commodity Index Diversified Agriculture Index Excess ReturnTM and the Index is a name change. |
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Summary of Items of Value Paid Pursuant to FINRA Rule 2310
Nature of Payment |
Recipient | Payor | Amount of Payment | Services Provided | ||||
Selling Commission |
Authorized Participants |
Shareholders | No greater than 0.99% of the gross offering proceeds. | Brokering purchases and sales of the Shares and creating and redeeming Baskets. | ||||
Distribution Services Fee |
Invesco Distributors |
Managing Owner |
Capped at $25,000 per annum, not to exceed 0.25% of the gross offering proceeds. | Assisting the Managing Owner with certain functions and duties relating to distribution and marketing, including reviewing and approving marketing materials, consulting with FINRA and ensuring compliance with FINRA marketing rules and maintaining certain books and records pertaining to the Trust and the Fund. | ||||
Marketing Services Fee |
Marketing Agent |
Managing Owner |
A range from 0.05% 0.345% per annum of the Total Average Net Assets (as defined herein) during each year calculated in U.S. dollars; not to exceed 8.75% of the gross offering proceeds. | Assisting the Managing Owner by providing support to educate institutional investors about the Deutsche Bank indices and to complete governmental or institutional due diligence questionnaires or requests for proposals related to the Deutsche Bank indices. |
For additional details see below.
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PART TWO
STATEMENT OF ADDITIONAL INFORMATION
POWERSHARES DB MULTI-SECTOR COMMODITY TRUST
PowerShares DB Agriculture Fund
Shares of Beneficial Interest
The Shares are speculative securities which involve the risk of loss.
Past performance is not necessarily indicative of future results.
See Risk Factors beginning at page 13 in Part One.
THIS PROSPECTUS IS IN TWO PARTS:
A DISCLOSURE DOCUMENT AND A STATEMENT OF ADDITIONAL INFORMATION.
THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION. YOU MUST READ THE
STATEMENT OF ADDITIONAL INFORMATION
IN CONJUNCTION WITH THE
DISCLOSURE DOCUMENT.
March 2, 2018
Invesco PowerShares Capital Management LLC
Managing Owner
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PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following expenses reflect the estimated amounts required to prepare and file this Registration Statement (other than selling commissions).
Approximate Amount |
||||
Securities and Exchange Commission Registration Fee* |
$ | 199,283.04 | ||
Printing Expenses |
$ | 30,000 | ||
Fees of Certified Public Accountants |
$ | 8,500 | ||
Fees of Counsel |
$ | 82,000 | ||
|
|
|||
Total |
$ | 319,783.04 |
* | Previously paid. |
Item 15. Indemnification of Directors and Officers.
Section 4.7 of the Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Trust filed as an exhibit to this Registration Statement, as amended from time-to-time (the Declaration of Trust), provides for the indemnification of Covered Persons (as such term is defined in the Declaration of Trust). Each Covered Person shall be indemnified by the Trust (or, in furtherance of Section 3.7 of the Declaration of Trust, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate) to the fullest extent permitted by law against any losses, judgments, liabilities, expenses, and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any action, suit, or other proceeding not to have acted in good faith in the reasonable belief that such Covered Persons action was in the best interest of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or to the Limited Owners by reason of willful misconduct or gross negligence of such Covered Person. Any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates (as such term is defined in the Declaration of Trust). All rights to indemnification permitted therein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Managing Owner, or the withdrawal, adjudication of bankruptcy or insolvency of the Managing Owner, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Code by or against the Managing Owner.
Item 16. Exhibits.
The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:
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(1) | Previously filed as an exhibit to Pre-Effective Amendment No. 2 to Form S-1 on December 14, 2006, and incorporated herein by reference. |
(2) | Previously filed as an exhibit to Form 8-K on February 25, 2015 and incorporated herein by reference. |
(3) | Previously filed as an exhibit to Form 8-K on June 20, 2016 and incorporated herein by reference. |
(4) | Previously filed as an exhibit to Post-Effective Amendment No. 1 to this Registration Statement. |
Item 17. Undertakings.
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, That: |
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not apply if the registration statement is on Form S8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this Section do not apply if the registration statement is on Form S3 or Form F3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
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415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
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policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Managing Owner of the Registrant and the Co-Registrant certify that they have reasonable grounds to believe that the Registrant and the Co-Registrant meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, and State of Illinois, on the 2nd day of March, 2018.
PowerShares DB Multi-Sector Commodity Trust | ||||||
By: |
Invesco PowerShares Capital Management LLC, its Managing Owner | |||||
By: |
/s/ Daniel Draper | |||||
Name: |
Daniel Draper | |||||
Title: |
Principal Executive Officer | |||||
PowerShares DB Agriculture Fund, a series of PowerShares DB Multi-Sector Commodity Trust | ||||||
By: |
Invesco PowerShares Capital Management LLC, its Managing Owner | |||||
By: |
/s/ Daniel Draper | |||||
Name: |
Daniel Draper | |||||
Title: |
Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been signed by the following persons on behalf of the Managing Owner of the Registrant and the Co-Registrant in the capacities and on the date indicated.
/s/ Daniel Draper Name: Daniel Draper |
Principal Executive Officer and Manager (principal executive officer) |
March 2, 2018 | ||
/s/ Steven Hill Name: Steven Hill |
Principal Financial and Accounting Officer, Investment Pools (principal financial officer and principal accounting officer) |
March 2, 2018 | ||
/s/ * Name: David Warren |
Manager | March 2, 2018 | ||
/s/ * Name: John Zerr |
Manager | March 2, 2018 |
*BY: |
/s/ Anna Paglia | |
Name: Anna Paglia | ||
Title: Attorney-in-Fact |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of PowerShares DB Multi-Sector Commodity Trust of our report dated February 27, 2018 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in PowerShares DB Agriculture Funds Annual Report on Form 10-K for the year ended December 31, 2017. We also consent to the references to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
March 2, 2018
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