As filed with the Securities and Exchange Commission on June 21, 2021
Registration Nos. 333-[__]
333-[__]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVESCO DB MULTI-SECTOR COMMODITY TRUST
(Registrant)
INVESCO DB GOLD FUND
(Co-Registrant)
(Exact name of registrant as specified in its charter)
Delaware | 6799 | 87-0778067 | ||
(State of Organization) | (Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Management LLC 3500 Lacey Road, Suite 700 Downers Grove, Illinois 60515 (800) 983-0903 |
Adam Henkel c/o Invesco 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:
Michael M. Philipp, Esq.
Morgan, Lewis & Bockius LLP
110 North Wacker Drive
Suite 2800
Chicago, IL 60606-1511
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, 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 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate 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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each Class of Securities to be Registered |
Amount to be Registered1 |
Proposed Maximum Offering Price per Unit2 |
Proposed Maximum Aggregate Offering Price |
Filing Fee2 | ||||
Invesco DB Gold Fund Common Units of Beneficial Interest |
10,500,000 | $51.06 | $536,130,000.00 | $24,473.04 | ||||
| ||||||||
|
(1) | Includes 10,500,000 unsold common units of beneficial interest (Shares) registered on Form S-1 (File No. 333-228404-04) (the Prior Registration Statement), for which the filing fee was previously paid. No additional shares are being registered as part of this registration statement (the Registration Statement). |
(2) | Pursuant to the provisions of Rule 415(a)(6) under the Securities Act of 1933, as amended, the issuer is including on this new registration statement both the unsold Shares and the filing fees paid in connection with such unsold Shares that were covered by the Prior Registration Statement. No additional shares are being registered hereby and the filing fee in the table above consists of the filing fee previously paid with respect to the unsold Shares, which will continue to be applied to such unsold Shares. Pursuant to Rule 415(a)(6), the offering of the unsold Shares registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. If any of such unsold Shares are sold pursuant to the Prior Registration Statement after the date of this filing, and prior to the date of effectiveness of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such unsold Shares included on this registration statement. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Invesco DB Multi-Sector Commodity Trust |
DGL |
Invesco DB Gold Fund |
10,500,000 |
Common Units of Beneficial Interest |
1 | |
11 | |
26 | |
27 | |
28 | |
28 | |
30 | |
32 | |
38 | |
38 | |
40 | |
40 | |
44 | |
52 | |
54 | |
63 | |
63 | |
64 | |
64 | |
66 | |
67 | |
67 | |
72 | |
84 | |
86 | |
89 | |
89 |
89 | |
89 | |
90
|
Summary Information |
June 21, 2021 |
DGL |
Invesco DB Gold Fund |
Symbol |
Meaning |
DGL |
Market price per Share on NYSE Arca |
DGL.IV |
Intra-day indicative value (“IIV”) per Share |
DGL.NV |
End of day NAV of the Fund |
DGLDIX |
Intra-day Index level |
DBCMOGCE |
End of day Index closing level as of close of NYSE Arca |
Fee |
Description |
Management Fee |
The Fund pays the Managing Owner a Management Fee, monthly in arrears, in an amount equal to 0.75% per annum of the daily NAV of the Fund. The
Management Fee is paid in consideration of the Managing Owner’s services
related to the management of the Fund’s 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 indefinitely 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. The Managing Owner may terminate the
fee waiver on 60 days’ notice. |
Offering Expenses |
Expenses incurred in connection with the continuous offering of Shares are
paid by the Managing Owner. |
Fee |
Description |
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 $6.00 per
round-turn trade, although the Commodity Broker’s 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 0.02% 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, the fees and expenses of the Trustee, license and service
fees paid to DBSI as 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 include items such as legal claims and
liabilities, litigation costs, indemnification expenses and other
expenses that are not currently anticipated obligations of the Fund
or of managed futures funds in general. |
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 Fund’s
holdings of Treasury Securities, Money Market Income from the
Fund’s holdings of money market mutual funds (affiliated or
otherwise) and T-Bill ETF Income from the Fund’s 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 that are payable by 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 Fund’s holdings in 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. |
|
|
Dollar Amount and Percentage of Expenses and Interest Income | |
Expense1 |
$ |
% |
Management Fee2 |
$0.4117 |
0.75% |
Offering Expense Reimbursement |
$0.0000
|
0.00% |
Brokerage Commissions and Fees3 |
$0.0097 |
0.02% |
Routine Operational, Administrative and Other Ordinary Expenses4 |
$0.0000
|
0.00% |
Treasury Income, Money Market Income and T-Bill ETF
Income5 |
$0.0110 |
0.02% |
12-Month Breakeven6 |
$0.4104
|
0.75% |
Name of Pool |
Invesco DB Gold Fund |
Type of Pool |
Public, Exchange-Listed Commodity Pool |
Inception of Trading |
January 2007 |
Aggregate Gross Capital Subscriptions as of May 31, 20211 |
$1,832,682,290 |
NAV as of May 31, 2021 |
$93,326,914 |
NAV per Share as of May 31, 20212 |
$54.90 |
Worst Monthly Drawdown3 |
(8.10)% November 2016 |
Worst Peak-to-Valley Drawdown4 |
(15.64)% July 2016 - December 2016 |
Monthly Rate of Return |
2021 (%) |
2020 (%) |
2019 (%) |
2018 (%) |
2017 (%) |
2016 (%) |
January |
(2.92) |
3.93 |
2.99 |
2.36 |
4.97 |
5.10 |
February |
(6.42) |
(1.59) |
(0.54) |
(1.76) |
3.47 |
10.56 |
March |
(1.14) |
0.82 |
(1.68) |
0.36 |
(0.50) |
0.08 |
April |
3.03 |
6.70 |
(0.83) |
(0.53) |
1.37 |
4.46 |
May |
7.58 |
3.71 |
1.57 |
(1.46) |
0.30 |
(5.86) |
June |
|
3.17 |
7.83 |
(3.75) |
(2.58) |
8.44 |
July |
|
9.17 |
1.09 |
(2.43) |
1.82 |
2.05 |
August |
|
(0.52) |
6.47 |
(2.07) |
3.83 |
(3.69) |
September |
|
(4.28) |
(3.53) |
(0.82) |
(2.67) |
0.57 |
October |
|
(0.87) |
2.97 |
1.71 |
(1.05) |
(3.34) |
November |
|
(5.68) |
(3.17) |
0.50 |
0.30 |
(8.10) |
December |
|
6.35 |
3.49 |
4.50 |
2.60 |
(1.93) |
Compound Rate of Return5 |
(0.46)% |
21.69% |
17.20% |
(3.63)% |
12.18% |
6.78% |
|
Fund (%) |
Index (%) |
Index TR7 (%) |
Gold Spot Fix pm8(%) |
1 Year |
6.17%
|
6.85%
|
6.93%
|
9.91% |
5 Year |
7.46% |
7.06% |
8.27% |
9.41% |
10 Year |
0.54%
|
0.80%
|
1.40%
|
2.15% |
Index Commodity |
Exchange (Contract Symbol)1 |
Base Date |
Index Base Weight |
Gold |
COMEX (GC) |
December 2, 1988 |
100.00% |
Legend |
|
“COMEX” |
means the Commodity Exchange Inc., New York, a part of the CME Group, or its successor. |
|
CLOSING LEVEL |
INDEX CHANGES | ||
|
High1 |
Low2 |
Annual3 |
Since Inception4 |
2011 |
183.97 |
128.88 |
9.42% |
52.22% |
2012 |
173.42 |
148.72 |
6.01% |
61.38% |
2013 |
163.03 |
114.17 |
-28.75% |
14.99% |
2014 |
131.79 |
108.97 |
-1.88% |
12.82% |
2015 |
123.95 |
99.59 |
-10.86% |
0.57% |
2016 |
129.41 |
101.72 |
7.27% |
7.88% |
2017 |
124.92 |
107.88 |
12.12% |
20.96% |
2018 |
126.04 |
107.34 |
-4.65% |
15.33% |
2019 |
137.00 |
113.34 |
15.50% |
33.21% |
2020 |
178.30 |
127.65 |
21.94% |
62.44% |
2021 (YTD)5 |
167.52 |
143.36 |
-0.19% |
62.13% |
Name |
Capacity |
Anna Paglia |
Chief Executive Officer, Board of Managers |
Peter Hubbard |
Vice
President and Director of Portfolio Management |
Jordan Krugman |
Board of Managers |
Annette Lege |
Principal |
Kelli Gallegos |
Principal Financial and Accounting Officer, Investment Pools |
Melanie Zimdars |
Chief Compliance Officer |
John Zerr |
Board of Managers |
Brian Hartigan |
Global Head of ETF Investments |
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 Creation Units. |
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. |
PART II
Information Not Required in Prospectus
Item 13. 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* |
$ | 24,473 | ||
Printing Expenses |
$ | 125,000 | ||
Fees of Independent Registered Public Accounting Firm |
$ | 27,500 | ||
Fees of Counsel |
$ | 93,000 | ||
|
|
|||
Total |
$ | 269,973 | ||
|
|
* | The filing fee in the table above consists of the filing fee previously paid with respect to the unsold Shares, which will continue to be applied to such unsold Shares. No additional shares are being registered as part of this Registration Statement. |
Item 14. 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 Trust Agreement), provides for the indemnification of Invesco Capital Management (the Managing Owner) and its Affiliates (as such term is defined in the Trust Agreement) (the Managing Owner and its Affiliates collectively, Covered Persons). Under the Trust Agreement, each Covered Person shall be indemnified by the Trust 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 (as such term is defined in the Trust Agreement) by reason of willful misconduct or gross negligence of such Covered Person. Any such indemnification will only be recoverable from the Trust Estate (as such term is defined in the Trust Agreement). 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. The source of payments made in respect of indemnification under the Trust Agreement shall be the assets of the Trust.
Item 15. Recent Sales of Unregistered Securities.
None.
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Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:
1 | Previously filed as an exhibit to Pre-Effective Amendment No. 2 to a Registration Statement on 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 Form 8-K on June 4, 2018 and incorporated herein by reference. |
5 | Previously filed as an exhibit to Form 10-Q on November 6, 2020 and incorporated herein by reference. |
6 | Previously filed as an exhibit to Form 8-K on February 26, 2015 and incorporated herein by reference. |
7 | Previously filed as an exhibit to Form 8-K on October 1, 2019 and incorporated herein by reference. |
8 | Previously filed as an exhibit to Form 8-K on May 19, 2020 and incorporated herein by reference. |
(b) The following financial statements are included in the Prospectus:
The financial statements of the Fund are incorporated by reference as described under Incorporation by Reference of Certain Documents.
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Item 17. Undertakings.
(a) | The undersigned registrant and co-registrant hereby undertake: |
(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 S-8, 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 and co- 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 S-3 or Form F-3 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 and co- 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 and co- registrant are relying on Rule 430B: |
(A) Each prospectus filed by the registrant and co- 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
II-3
Rule 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 and co- registrant are 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 and co- registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant and co- registrant undertake that in a primary offering of securities of the undersigned registrant and co- 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 and co- 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 and co- 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 and co- registrant or used or referred to by the undersigned registrant and co- registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant and co- registrant or their securities provided by or on behalf of the undersigned registrant and co- registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant and co- registrant to the purchaser. |
(b) The undersigned registrant and co- registrant hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant and co- 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
II-4
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) The undersigned registrant and co- registrant hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant and co- registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant and co- registrant pursuant to the foregoing provisions or otherwise, the registrant and co- registrant have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant and co- registrant of expenses incurred or paid by a director, officer or controlling person of the registrant and co- registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant and co- 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.
II-5
Pursuant to the requirements of the Securities Act of 1933, the Managing Owner of the Registrant and the Co- Registrant have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, State of Illinois, on the 21st day of June, 2021.
Invesco DB Multi-Sector Commodity Trust | ||
By: | Invesco Capital Management LLC, | |
its Managing Owner | ||
By: | /s/ Anna Paglia | |
Name: Anna Paglia | ||
Title: Chief Executive Officer of the Managing Owner | ||
Invesco DB Gold Fund, a series of Invesco DB Multi-Sector Commodity Trust | ||
By: | Invesco Capital Management LLC, | |
its Managing Owner | ||
By: | /s/ Anna Paglia | |
Name: Anna Paglia | ||
Title: Chief Executive Officer of the Managing Owner |
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints each of Adam Henkel, Anita De Frank and William McAllister as his or her true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, a registration statement on Form S-3 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, and any and all other amendments (including post-effective amendments) to such registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all further amendments, including post-effective amendments, thereto)), and each hereby ratifies and confirms the signature of such person as it may be signed by said attorneys-in-fact, and each of them individually, on any and all amendments to this registration statement or any such subsequent related registration statement.
Pursuant to the requirements of the Securities Act of 1933, this 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/ Anna Paglia Name: Anna Paglia |
Chief Executive Officer |
June 21, 2021 |
II-6
/s/ Kelli Gallegos Name: Kelli Gallegos |
Principal Financial principal accounting officer) |
June 21, 2021 | ||
/s/ Jordan Krugman Name: Jordan Krugman |
Manager |
June 21, 2021 | ||
/s/ John Zerr Name: John Zerr |
Manager |
June 21, 2021 |
II-7
Exhibit 5.1
June 21, 2021
Invesco DB Multi-Sector Commodity Trust
c/o Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
Re: | Invesco DB Multi-Sector Commodity Trust |
Ladies and Gentlemen:
We have acted as special Delaware counsel to Invesco DB Multi-Sector Commodity Trust, a Delaware statutory trust organized in series (the Trust), in connection with the matters set forth herein. This opinion is being delivered to you at your request.
We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:
(a) The Certificate of Trust of the Trust, as filed with the Secretary of State of the State of Delaware (the Secretary of State) on August 3, 2006, as amended by the Certificate of Amendment to Certificate of Trust, as filed with the Secretary of State on May 31, 2018 with an effective date of June 4, 2018 (as so amended, the Certificate of Trust);
(b) The Declaration of Trust and Trust Agreement of the Trust, dated as of August 3, 2006, between DB Commodity Services LLC, a Delaware limited liability company, as managing owner, and Wilmington Trust Company, a Delaware corporation with trust powers, as trustee, (the Trustee) of the Trust;
(c) The Registration Statement on Form S-3, to be filed by the Trust with the Securities and Exchange Commission on or about June 21, 2021 (the Registration Statement), including a prospectus (the Prospectus) relating to the common units of beneficial interests (the Limited Units) in the series of the Trust designated as Invesco DB Gold Fund (the Fund);
Invesco DB Multi-Sector Commodity Trust
June 21, 2021
Page 2
(d) | The Fifth Amended and Restated Declaration of Trust and Trust Agreement, dated as of February 23, 2015, by and among Invesco Capital Management LLC (f/k/a Invesco Powershares Capital Management LLC), successor-in-interest to DB Commodity Services LLC (the Managing Owner), the Trustee and the Unitholders from time to time thereunder as amended by Amendment No. 1 thereto, dated as of June 20, 2016, and as further amended by Amendment No. 2 thereto, dated as of June 4, 2018 (the Trust Agreement); |
(e) | A form of Participant Agreement to be entered into by the Trust, the Managing Owner and each Authorized Participant (as defined in the Prospectus) (collectively the Participant Agreements); and |
(f) | Certificate of Good Standing for the Trust, dated June 18, 2021, obtained from the Secretary of State. |
As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. Capitalized terms used herein and not otherwise defined are used as defined in, or by reference in, the Trust Agreement.
Based upon and subject to the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, it is our opinion that:
1. The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq. (the Act).
2. The Limited Units to be issued by the Trust will be validly issued and, subject to the qualifications set forth herein, will be fully paid and nonassessable beneficial interests in the Trust relating to the Fund. The Limited Owners, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. The Limited Owners may be obligated to make certain payments provided for in Sections 4.7(f) and 6.9 of the Trust Agreement.
Invesco DB Multi-Sector Commodity Trust
June 21, 2021
Page 3
3. Assuming that (i) separate and distinct records are maintained for each series of the Trust, including the Fund, (ii) the assets associated with each series of the Trust, including the Fund, are held in such separate and distinct records (directly or indirectly including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust or any other series thereof, (iii) the notice of the limitation on liabilities of a series provided in Section 3804(a) of the Act is continuously set forth in the Certificate of Trust and (iv) the Trust Agreement continuously provides for those matters described in (i), (ii) and (iii) of this paragraph 3, the Fund shall be entitled to the benefits of the limitation on interseries liability set forth in Section 3804(a) of the Act.
The foregoing opinions are subject to the following assumptions, exceptions, qualifications and limitations:
A. The foregoing opinions are limited to the laws of the State of Delaware (excluding securities laws) currently in effect. We have not considered and express no opinion on the laws of any other state or jurisdiction, including federal laws or rules and regulations thereunder.
B. We have assumed (i) that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended and the Trust Agreement will be in full force and effect when the Limited Units are issued by the Trust, (ii) except to the extent set forth in paragraph 1 above, the due creation, due formation or due organization, as the case may be, and valid existence in good standing of each party to the documents examined by us (other than the Trust) under the laws of the jurisdiction governing its creation, formation or organization, (iii) the legal capacity of each natural person who is a party to the documents examined by us, (iv) that each of the parties to the documents examined by us (other than the Trust) has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us (other than the Trust) has duly authorized, executed and delivered such documents, (vi) the due submission to the Managing Owner of a Purchase Order Subscription Agreement by each Authorized Participant (as defined in the Prospectus); (vii) the due acceptance by the Managing Owner of each Purchase Order Subscription Agreement and the due issuance in accordance with the Trust Agreement of the Limited Units relating thereto to the Authorized Participants (as defined in the Prospectus); (viii) the payment by each Authorized Participant (as defined in the Prospectus) to the Trust of the full consideration due from it for the Limited Units subscribed to by it; (ix) the Limited Units will be offered and sold as described in the Registration Statement, the Trust Agreement and the Participant Agreements; and (x) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time.
C. We have not participated in the preparation of the Registration Statement (except for providing this opinion) or the Prospectus and assume no responsibility for their contents, other than this opinion.
D. The opinions in paragraph 3 above are subject to (i) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally and (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law). In addition, we express no opinion as to the validity or enforceability of provisions of the Trust Agreement that purport to bind a Person that is not a party to the Trust Agreement.
Invesco DB Multi-Sector Commodity Trust
June 21, 2021
Page 4
We hereby consent to the use of this opinion as an exhibit to the Registration Statement filed with the Securities and Exchange Commission. We also hereby consent to the use of our name under the heading Legal Matters in the Prospectus. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
|
/s/ Richards, Layton & Finger, P.A. |
JWP/MMK
Exhibit 8.1
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004-2541
Tel. +1.202.373.6000
Fax: +1.202.373.6001
www.morganlewis.com
June 21, 2021
Invesco Capital Management LLC
as Managing Owner of
Invesco DB Gold Fund
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
RE: Invesco DB Gold Fund Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 21, 2021
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), of the Registration statement on Form S-3 filed with the Commission on June 21, 2021, including the prospectus contained therein (Prospectus) and all documents incorporated and deemed to be incorporated by reference therein (the Registration Statement), of the Invesco DB Gold Fund (the Fund), a series of the Invesco DB Multi-Sector Commodity Trust (the Trust), a Delaware statutory trust organized on August 3, 2006.
We have reviewed such documents, questions of law and fact and other matters as we have deemed pertinent for the purpose of this opinion. Based upon the foregoing, we hereby confirm our opinion contained under the heading Material U.S. Federal Income Tax Considerations in the Prospectus that the Fund will be classified as a partnership for U.S. federal income tax purposes.
We also advise you that the tax discussion under the captions Risk Factors Tax Risks, Summary Information U.S. Federal Income Tax Considerations, and Material U.S. Federal Income Tax Considerations in the Prospectus correctly describes the material aspects of the U.S. federal income tax treatment to a United States individual taxpayer, as of the date hereof, of an investment in the Fund.
Invesco Capital Management LLC
June 21, 2021
Page 2
Our opinion represents our best legal judgment with respect to the proper U.S. federal income tax treatment of the Fund and United States individual taxpayers investing in the Fund, based on the materials reviewed. Our opinion assumes the accuracy of the facts as represented in documents reviewed or as described to us and could be affected if any of the facts as so represented or described are inaccurate. For purposes of our opinion, we have expressly relied on the representations made to us by an officer of the managing owner of the Fund, which we have assumed are correct and complete in all respects.
Our opinion is based on the Internal Revenue Code of 1986, as amended, the Treasury Regulations thereunder, administrative interpretations, and judicial precedents as of the date hereof. If there is any subsequent change in the applicable law or regulations, if there are subsequently any new applicable administrative or judicial interpretations of the law or regulations, or if there are any changes in the facts or circumstances, our opinion expressed may become inapplicable. It is possible that any such change could be retroactive in its application to the Fund.
We hereby consent to the filing of our opinion as Exhibit 8.1 to the Registration Statement and to the use our firm name under the caption Material U.S. Federal Income Tax Considerations of the Prospectus in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of person whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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 Invesco DB Multi-Sector Commodity Trust of our report dated February 25, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Invesco DB Gold Funds Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 21, 2021
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