10-K
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Annual Report on Form 10-K (this “Report”) includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that involve substantial risks and uncertainties.
The matters discussed throughout this Report that are not historical facts are
forward-looking statements. These forward-looking statements are based on
Invesco DB Agriculture Fund's (the “Fund”) and Invesco Capital Management LLC's
(the "Managing Owner") current expectations, estimates and projections about the
future results, performance, prospects and opportunities of the Fund and the
Fund’s business and industry and their beliefs and assumptions about future
events and speak only as of the date on which they are made. Words such as
“anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and
“estimate,” as well as similar words and phrases, signify forward-looking
statements. Forward-looking statements are not guarantees of future results.
Future economic and industry trends that could potentially impact the Fund and
its performance are difficult to predict. Conditions, risks and uncertainties in
the markets for financial instruments that the Fund trades, in the markets for
related physical commodities, in the legal and regulatory regimes applicable to
the Managing Owner, the Fund, and the Fund’s service providers, in the broader
economy and in global politics may cause actual results to differ materially
from those expressed by such forward-looking statements. There can be no
assurance that the forward-looking statements included in this Report will prove
to be accurate. These forward-looking statements are subject to a number of
risks, uncertainties and other factors including, but not limited to, those
described in this Report, including in Part I, Item 1A. “Risk Factors” and Part
II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operation” (“MD&A”), and other Securities and Exchange Commission
(“SEC”) filings by the Fund that could cause the actual results, performance,
prospects or opportunities of the Fund to differ materially from those expressed
in, or implied by, these forward-looking statements.
You
should not place undue reliance on any forward-looking statements. Except as
expressly required by the Federal securities laws, the Fund and Managing Owner
undertake no obligation to publicly update or revise any forward-looking
statements or the risks, uncertainties or other factors described in this Report
as a result of new information, future events or changed circumstances or for
any other reason after the date of this Report.
PART
I
ITEM
1. BUSINESS
Introduction
Invesco
DB Agriculture Fund (the “Fund”), a separate series of Invesco DB Multi-Sector
Commodity Trust (the “Trust”), a Delaware statutory trust organized in seven
separate series, was formed on August 3, 2006. The term of the Fund is perpetual
(unless terminated earlier in certain circumstances) as provided for in the
Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Fund,
as amended (the “Trust Agreement”). The Fund has an unlimited number of shares
authorized for issuance.
Invesco
Capital Management LLC has served as the managing owner (the “Managing Owner”),
commodity pool operator and commodity trading advisor of the Fund since February
23, 2015. The Managing Owner holds 40 general shares (the “General Shares”) of
the Fund. The fiscal year end of the Fund is December 31st.
The
Fund seeks to track changes, whether positive or negative, in the level of the
DBIQ Diversified Agriculture Index Excess Return™ (the “Index”) over time, plus
the excess, if any, of the sum of the Fund’s interest income from its holdings
of United States Treasury Obligations (“Treasury Income”), dividends from its
holdings in money market mutual funds (affiliated or otherwise) (“Money Market
Income”) and dividends or distributions of capital gains from its holdings of
T-Bill ETFs (as defined below) (“T-Bill ETF Income”) over the expenses of the
Fund. The Index is intended to reflect the economic performance of investing in
commodities in the agriculture sector. The Fund invests in futures contracts in
an attempt to track its Index. Effective November 10, 2025, the Index comprised
the following commodities: Corn, Soybeans, Soybean Meal, Soybean Oil, Wheat,
Kansas City Wheat, Sugar, Cocoa, Coffee, Cotton, Live Cattle, Feeder Cattle, and
Lean Hogs (each, an “Index Commodity,” and collectively, the “Index
Commodities”).
The
Fund may invest directly in United States Treasury Obligations. The Fund may
also gain exposure to United States Treasury Obligations through investments in
exchange-traded funds (“ETFs”) (affiliated or otherwise) that track indexes that
measure the performance of United States Treasury Obligations with a maximum
remaining maturity of up to 12 months (“T-Bill ETFs”). The Fund holds as
collateral United States Treasury Obligations, money market mutual funds and
T-Bill ETFs (affiliated or otherwise), if any, for margin and/or cash management
purposes. While the Fund's performance reflects the appreciation and
depreciation of those holdings, the Fund's performance, whether positive or
negative, is driven primarily by its strategy of trading futures contracts with
the aim of seeking to track the Index.
The
Commodity Futures Trading Commission (the “CFTC”) and certain futures exchanges
impose position limits on futures contracts that reference Index Commodities
(the “Index Contracts”). As the Fund approaches or reaches position limits with
respect to an Index Commodity, the Fund may commence investing in Index
Contracts that reference other Index Commodities. In those circumstances, the
Fund may also trade in futures contracts based on commodities other than Index
Commodities that the Managing Owner reasonably believes tend to exhibit trading
prices that correlate with an Index Contract.
The
Managing Owner may determine to invest in other futures contracts if at any time
it is impractical, including in scenarios wherein the futures market for an
Index Contract is thinly traded, or inefficient to gain full or partial exposure
to an Index Commodity through the use of Index Contracts. These other futures
contracts may or may not be based on an Index Commodity. When they are not, the
Managing Owner may seek to select futures contracts that it reasonably believes
tend to exhibit trading prices that correlate with an Index Contract.
The
Fund offers common units of beneficial interest (the “Shares”) only to certain
eligible financial institutions (the “Authorized Participants”) in one or more
blocks of 50,000 Shares (“Creation Units”). The Fund commenced investment
operations on January 3, 2007. The Fund commenced trading on the American Stock
Exchange (which became the NYSE Alternext US LLC) on January 5, 2007 and, since
November 25, 2008, has been listed on the NYSE Arca, Inc. (the “NYSE
Arca”).
Index
Description
The
Managing Owner has entered into a license agreement with Deutsche Bank
Securities, Inc. (the “Index Sponsor”) to use the Index. The Managing Owner pays
the Index Sponsor a licensing fee and an index services fee for performing its
duties.
These
fees constitute a portion of the routine operational, administrative and other
ordinary expenses which are paid out of the management fee paid to the Managing
Owner (the “Management Fee”) and are not charged to or reimbursed by the
Fund.
Neither
the Managing Owner nor any affiliate of the Managing Owner has any rights to
influence the selection of the futures contracts underlying the
Index.
The
Fund is not sponsored or endorsed by Deutsche Bank AG, Deutsche Bank Securities,
Inc. or any subsidiary or affiliate of Deutsche Bank AG or Deutsche Bank
Securities, Inc. (collectively, “Deutsche Bank”). The DBIQ Diversified
Agriculture Index Excess Return™ (the “Index”) is the exclusive property of
Deutsche Bank Securities, Inc. “DBIQ” is a service mark of Deutsche Bank AG and
has been licensed for use for certain purposes by Deutsche Bank Securities, Inc.
Neither Deutsche Bank nor any other party
involved
in, or related to, making or compiling the Index makes any representation or
warranty, express or implied, concerning the Index, the Fund or the advisability
of investing in securities generally. Neither Deutsche Bank nor any other party
involved in, or related to, making or compiling the Index has any obligation to
take the needs of the Managing Owner, or its clients into consideration in
determining, composing or calculating the Index. Neither Deutsche Bank nor any
other party involved in, or related to, making or compiling the Index is
responsible for or has participated in the determination of the timing of,
prices at, quantities of or valuation of the Fund. Neither Deutsche Bank nor any
other party involved in, or related to, making or compiling the Index has any
obligation or liability in connection with the administration or trading of the
Fund.
NEITHER
DEUTSCHE BANK NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR
COMPILING THE INDEX, WARRANTS OR GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS
OF THE INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER DEUTSCHE BANK NOR ANY OTHER
PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE INDEX, MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY INVESCO CAPITAL
MANAGEMENT LLC FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER
DEUTSCHE BANK NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR
COMPILING THE INDEX, MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DEUTSCHE BANK OR ANY OTHER PARTY
INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE INDEX HAVE ANY LIABILITY FOR
DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OR
LOSSES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY, THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DEUTSCHE BANK AND
INVESCO CAPITAL MANAGEMENT LLC.
No
purchaser, seller or holder of the Shares of this Fund, or any other person or
entity, should use or refer to any Deutsche Bank trade name, trademark or
service mark to sponsor, endorse, market or promote this Fund without first
contacting Deutsche Bank to determine whether Deutsche Bank’s permission is
required. Under no circumstances may any person or entity claim any affiliation
with Deutsche Bank without the written permission of Deutsche Bank.
The
Index Sponsor may from time to time subcontract the provision of the calculation
and other services described below to one or more third parties.
The
Index is intended to reflect the economic performance of investing in futures
contracts on a basket of commodities in the agriculture sector. The Index
Sponsor selects and weights commodities in the Index on an annual basis based on
(i) the value and liquidity of the market for associated commodity futures
contracts and (ii) their production volume (in order to factor in the relative
importance of the commodity in the global economy).
Commodity
futures quoted in US Dollars and listed on major US and European exchanges are
eligible for inclusion in the Index. Eligible commodities are selected based on
their Three-Year Total Dollar Volume Average (i.e., commodities are initially
screened for inclusion based on their relative three-year “Total Dollar Volume”
traded, which is calculated by multiplying the total volume of futures traded
during the last one-year period by the average close price of the front month
contract on each month end during that one-year period). Each commodity’s
three-year Total Dollar Volume traded is calculated in proportion to the
three-year Total Dollar Volume traded of all commodities within its sector to
determine its initial sector liquidity rate. A commodity with a proportionate
weight of less than 2% (or 1.5% for a commodity included at the last rebalance)
within its sector is excluded from the Index. Each remaining commodity’s
three-year Total Dollar Volume traded is calculated in proportion to the
three-year Total Dollar Volume traded of all eligible commodities (“Filtered
Commodity Weight”).
Commodity
weights in the Index are determined by the Parent Index. The Parent Index
determines production weights for each eligible commodity based on the total
dollar amount of the commodity produced within the year in proportion to the sum
of the production dollar amounts within the agricultural sector (“Production
Weights”). The weight of each commodity in the Index is generally based on the
average of the Filtered Commodity Weight and the Production Weight, subject to
the requirement that each commodity must have an allocation within the Index of
no less than 5%.
Effective
November 10, 2025, the Index comprised the following commodities: Corn,
Soybeans, Soybean Meal, Soybean Oil, Wheat, Kansas City Wheat, Sugar, Cocoa,
Coffee, Cotton, Live Cattle, Feeder Cattle, and Lean Hogs.
The
following table reflects the Fund weights of each Index Commodity or related
futures contracts, as applicable, as of December 31, 2025:
|
|
|
|
| |
|
Index
Commodity |
|
Index
Base Weight (%) |
|
|
Cocoa |
|
|
5.07 |
% |
|
Coffee |
|
|
4.60 |
|
|
Corn |
|
|
14.35 |
|
|
Cotton |
|
|
5.07 |
|
|
Feeder
Cattle |
|
|
6.76 |
|
|
Kansas
City Wheat |
|
|
4.86 |
|
|
Lean
Hogs |
|
|
10.94 |
|
|
Live
Cattle |
|
|
13.88 |
|
|
Soybean
Meal |
|
|
4.67 |
|
|
Soybean
Oil |
|
|
5.14 |
|
|
Soybeans |
|
|
12.68 |
|
|
Sugar |
|
|
5.65 |
|
|
Wheat |
|
|
6.33 |
|
|
Closing
Level on December 31, 2025 |
|
|
100.00 |
% |
Please
see http://www.invesco.com/ETFs
with respect to the most recently available weighted composition of the Fund and
the composition of the Index.
The
Index includes provisions for the replacement of futures contracts as they
approach maturity. This replacement takes place over a period of time in order
to lessen the impact on the market for the futures contracts being replaced.
With respect to each Index Commodity, the Fund employs a rule-based approach
when it “rolls” from one futures contract to another. Rather than select a new
futures contract based on a predetermined schedule (e.g., monthly), each Index
Commodity rolls from one contract to another futures contract that is intended
to generate the most favorable ‘implied roll yield’ under prevailing market
conditions. Where there is an upward-sloping price curve for futures contracts,
the implied roll yield is expected to be negative, which is a market condition
called “contango”. Contango exists when contract prices are higher in distant
delivery months than in nearer delivery months, typically due to costs
associated with storing a given physical commodity for a longer period. Rolling
in a contangoed market will tend to cause a drag on returns from futures
trading. The Index’s selection of a new futures contract on an Index Commodity
in such market conditions is designed to minimize the impact of negative roll
yield. Additionally, in instances of particular market stress, futures contracts
for the month next to occur (e.g., the April 2026 futures contract available in
March 2026) may trade significantly lower than futures contracts with delivery
in later months, typically indicating an oversupply of the reference commodity,
in what is referred to as a “super contango” market. See Part I, Item 1A. “Risk
Factors” below for a discussion of the risks associated with a super contango
market.
Conversely,
where there is a downward-sloping price curve for futures contracts, the implied
roll yield is expected to be positive, which is a market condition called
“backwardation”. Backwardation exists when prices are higher for contracts with
shorter-term expirations than those with longer-term expirations, a condition
that is typically associated with commodities that are consumed quickly instead
of being held in storage. Rolling in a backwardated market will tend to enhance
returns from futures trading. The Index’s selection of a new futures contract on
an Index Commodity in such market conditions is designed to maximize the impact
of positive roll yield. The Index takes the impact of implied roll yield into
consideration by selecting, as the replacement for an expiring futures contract,
from a predetermined set of eligible contracts the futures contract that
generates the most favorable implied roll yield under the current market
conditions.
Returns
from futures trading are called excess returns, which is the combined return
based on the spot prices of Index Commodities and the roll yield from trading
Index Contracts.
The
Fund trades Index Contracts that are subject to position limits under
regulations of the CFTC or futures exchange, rules, as applicable.
The
Index is calculated in USD on an excess return (unfunded) basis, which means
that the Index reflects the return associated with spot prices for Index
Commodities and the roll yield associated with trading Index Contracts. Unlike
the Index, the Fund also holds securities as collateral that are expected to
generate income, including Treasury Securities, money market mutual funds, and
T-Bill ETFs. These securities are held with the Custodian (as defined herein).
In addition, Treasury Securities for deposit may be held with the Commodity
Broker (as defined herein) as margin for the Fund’s futures positions. The Index
does not reflect any corresponding income characteristics.
The
futures contract price for each Index Commodity will be the exchange closing
price for such Index Commodity on a day on which the appropriate exchange is
open for business (an “Index Business Day”). If a weekday is not an Exchange
Business Day (as defined in the following sentence) but is an Index Business
Day, the exchange closing price from the previous Index Business Day
will
be used for each Index Commodity. “Exchange Business Day” means, in respect of
an Index Commodity, a day that is a trading day for such Index Commodity on the
relevant exchange (unless either an Index disruption event or force majeure
event has occurred).
On
the first Index Business Day of each month (the “Verification Date”), each Index
Commodity futures contract will be tested in order to determine whether to
continue including it in the Index. If the Index Commodity futures contract
requires delivery of the underlying commodity in the next month (the “Delivery
Month”), a new Index Commodity futures contract will be selected for inclusion
in the Index. For example, if the first Index Business Day is May 1 of the
current year, and the Delivery Month of the Index Commodity futures contract
currently in the Index is June of the current year, a new Index Commodity
futures contract with a later Delivery Month will be selected.
For
each underlying Index Commodity in the Index, the new Index Commodity futures
contract selected will be the Index Commodity futures contract with the best
possible “implied roll yield” based on the closing price for each eligible Index
Commodity futures contract. Eligible Index Commodity futures contracts are any
Index Commodity futures contracts having a Delivery Month (i) no sooner than the
month after the Delivery Month of the Index Contract currently in the Index, and
(ii) no later than the thirteenth month after the Verification Date. For
example, if the first Index Business Day is May 1 of the current year and the
Delivery Month of an Index Contract currently in the Index is June of the
current year, the Delivery Month of an eligible new Index Commodity futures
contract must be between July of the current year and June of the following
year. The implied roll yield is then calculated and the Index Contract with the
best possible implied roll yield under the current market conditions is then
selected. If two futures contracts have the same implied roll yield, the futures
contract with the minimum number of months prior to the Delivery Month is
selected.
After
the futures contract selection, the monthly roll for each Index Commodity
subject to a roll in that particular month unwinds the old futures contract and
enters a position in the new futures contract. This takes place between the
second and sixth Index Business Day of the month.
On
each day during the roll period, new notional holdings are calculated. The
calculations for the futures contracts on the old Index Commodities that are
leaving the Index and the futures contracts on the new Index Commodities are
then calculated.
On
all days that are not monthly index roll days, the notional holdings of each
Index Commodity future remains constant.
The
Index is re-weighted on an annual basis on the sixth Index Business Day of each
November, as discussed above. However, during periods of heighted volatility or
when commodity prices experience significant movements, the commodities weights
within the Index may be reset or reduced based on the weight implemented at the
previous annual rebalance.
The
calculation of the Index is expressed as the weighted average return of the
Index Commodities.
The
Trustee
Under
the Trust Agreement, Wilmington Trust Company, the trustee of the Fund (the
“Trustee”), has the power and authority to execute and file certificates as
required by the Delaware Statutory Trust Act and to accept service of process on
the Fund in the State of Delaware. The Managing Owner has the exclusive
management and control of all aspects of the business of the Fund. The Trustee
will serve in that capacity until such time as the Managing Owner removes the
Trustee or the Trustee resigns and a successor is appointed by the Managing
Owner. The Trustee will have no duty or liability to supervise or monitor the
performance of the Managing Owner, nor will the Trustee have any liability for
the acts or omissions of the Managing Owner.
The
Managing Owner
The
Managing Owner was formed on February 7, 2003. The Managing Owner is an
affiliate of Invesco Ltd. The Managing Owner was formed to be the managing owner
of investment vehicles such as ETFs and has been managing non-commodity futures
based ETFs since 2003 and commodity futures based ETFs since 2014. The Managing
Owner serves as the commodity pool operator and commodity trading advisor of the
Fund. The Managing Owner is registered as a commodity pool operator and
commodity trading advisor with the CFTC and is a member of, and approved as a
swap firm by, the National Futures Association (the “NFA”). As a registered
commodity pool operator and commodity trading advisor, with respect to the Fund,
the Managing Owner must comply with various regulatory requirements under the
Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”) and
the rules and regulations of the CFTC and the NFA, including investor protection
requirements, antifraud prohibitions, disclosure requirements, and reporting and
recordkeeping requirements. The Managing Owner also is subject to periodic
inspections and audits by the CFTC and NFA.
The
Managing Owner’s main business offices are located at 3500 Lacey Road, Suite
700, Downers Grove, Illinois 60515, and its telephone number is (800)
983-0903.
The
Fund pays the Managing Owner the Management Fee, monthly in arrears, in an
amount equal to 0.85% per annum of the daily net asset value (“NAV”) of the
Fund.
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 fee that the Fund may incur
through such investment 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 this fee waiver on 60 days’ notice.
Pursuant
to the Trust Agreement, the Fund will indemnify the Managing Owner against any
losses, judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with its activities on behalf of the Fund,
except for any expenses resulting from gross negligence or willful
misconduct.
The
Commodity Broker
Morgan
Stanley & Co. LLC, a Delaware limited liability company, serves as the
Fund’s futures clearing broker (the “Commodity Broker”). The Commodity Broker is
registered with the CFTC as a futures commission merchant (“FCM”) and is a
member of the NFA in such capacity.
A
variety of executing brokers execute futures transactions on behalf of the Fund.
Such executing brokers give-up all such transactions to the Commodity Broker. In
its capacity as clearing broker, the Commodity Broker may execute or receive
transactions executed by others and clears all of the Fund’s futures
transactions and performs certain administrative and custodial services for the
Fund. The Commodity Broker is responsible, among other things, for providing
periodic accountings of all dealings and actions taken by the Trust on behalf of
the Fund during the reporting period, together with an accounting of all
securities, cash or other indebtedness or obligations held by it or its nominees
for or on behalf of the Fund.
The
Fund pays 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 trading activities by the
Commodity Broker. The Commodity Broker’s brokerage commissions and trading fees
are determined on a contract-by-contract basis. Brokerage commissions and fees
in any future fiscal year or any part of any future fiscal year may be greater
than fees incurred in prior fiscal years. On average, total charges paid to the
Commodity Broker were less than $7.00, $7.00 and $7.00 per round-turn
trade1
for the years ended December 31, 2025, 2024 and 2023, respectively.
1.
A
round-turn trade is a completed transaction involving both a purchase and a
liquidating sale, or a sale followed by a covering purchase.
The
Administrator, Custodian and Transfer Agent
The
Bank of New York Mellon (the “Administrator”, “Custodian” and “Transfer Agent”)
is the administrator, custodian and transfer agent of the Fund. The Fund and the
Administrator have entered into separate administrative and accounting,
custodian, transfer agency and service agreements (collectively referred to as
the “Administration Agreement”).
The
Bank of New York Mellon, a banking corporation organized under the laws of the
State of New York with trust powers, has an office at 2 Hanson Place, Brooklyn,
New York, 11217. The Bank of New York Mellon is subject to supervision by the
New York State Department of Financial Services and the Board of Governors of
the Federal Reserve System.
Pursuant
to the Administration Agreement, the Administrator performs or supervises the
performance of services necessary for the operation and administration of the
Fund (other than making investment decisions), including receiving and
processing orders from Authorized Participants to create and redeem Creation
Units, NAV calculations, accounting and other fund administrative services. The
Administrator maintains certain financial books and records, including: Creation
Unit creation and redemption records; 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 the Commodity Broker. The Managing Owner pays the Administrator
administrative services fees out of the Management Fee.
The
Distributor
Invesco
Distributors, Inc. is the Fund’s distributor (the “Distributor”). Pursuant to
the Distribution Services Agreement among the Managing Owner, the Fund and the
Distributor, the Distributor assists the Managing Owner and the Administrator
with certain functions and duties relating to distribution and marketing
services to the Fund including reviewing and approving marketing
materials.
The
Distribution Services Agreement is terminable without penalty on 60 days'
written notice by the Managing Owner or by the Distributor. The Distribution
Services Agreement will automatically terminate in the event of its
assignment.
Pursuant
to the Distribution Services Agreement, the Fund will indemnify and hold
harmless the Distributor and each of its directors and officers and each person,
if any, who controls the Distributor within the meaning of Section 15 of the
Securities Act,
against
any loss, liability, claim, damages or expenses (including the reasonable cost
of investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the ground that the
registration statement, prospectus, statement of additional information,
shareholder reports or other information filed or made public by the Fund (as
from time to time amended) included an untrue statement of a material fact or
omitted a material fact required to be stated or necessary in order to make the
statements therein not misleading under the Securities Act or any other statute
or the common law.
The
Managing Owner pays the Distributor a distribution fee out of the Management
Fee.
Index
Sponsor
The
Managing Owner, on behalf of the Fund, has appointed Deutsche Bank Securities,
Inc. to serve as the Index Sponsor. The Index Sponsor calculates and publishes
the daily index levels and the indicative intraday index levels. Additionally,
the Index Sponsor also calculates the indicative value per Share of the Fund
throughout each business day.
The
Managing Owner pays the Index Sponsor a licensing fee and an index services fee
out of the Management Fee for performing its duties, as discussed above under
the section titled “Index Description.”.
Tax
Reporting
The
Fund has retained the services of PricewaterhouseCoopers LLP to assist with
certain tax reporting requirements of the Fund and its shareholders (the
“Shareholders”).
Regulation
Futures
exchanges in the United States are subject to regulation under the Commodity
Exchange Act by the CFTC, the governmental agency having responsibility for
regulation of futures exchanges and trading on those exchanges.
The
Commodity Exchange Act and the CFTC also regulate the activities of “commodity
trading advisors” and “commodity pool operators” and the CFTC has adopted
regulations with respect to certain of such persons’ activities. Pursuant to its
authority, the CFTC requires a commodity pool operator (such as the Managing
Owner) to keep accurate, current and orderly records with respect to each pool
it operates. The CFTC may suspend the registration of a commodity pool operator
if the CFTC finds that the operator has violated the Commodity Exchange Act or
regulations thereunder and in certain other circumstances. Suspension,
restriction or termination of the Managing Owner’s registration as a commodity
pool operator would prevent it, until such time (if any) as such registration
were to be reinstated, from managing, and might result in the termination of,
the Fund. The Commodity Exchange Act gives the CFTC similar authority with
respect to the activities of commodity trading advisors, such as the Managing
Owner. If the registration of a managing owner as a commodity trading advisor
were to be terminated, restricted or suspended, the managing owner would be
unable, until such time (if any) as such registration were to be reinstated, to
render trading advice to the Fund. The Fund is not registered with the CFTC in
any capacity.
The
Commodity Exchange Act requires all FCMs, such as the Commodity Broker, to meet
and maintain specified fitness and financial requirements, to segregate customer
funds from proprietary funds and account separately for all customers’ funds and
positions, and to maintain specified books and records open to inspection by the
staff of the CFTC.
The
Commodity Exchange Act also gives the states certain powers to enforce its
provisions and the regulations of the CFTC.
Shareholders
are afforded certain rights for reparations under the Commodity Exchange Act.
Shareholders may also be able to maintain a private right of action for certain
violations of the Commodity Exchange Act. The CFTC has adopted rules
implementing the reparation provisions of the Commodity Exchange Act which
provide that any person may file a complaint for a reparations award with the
CFTC for violation of the Commodity Exchange Act against a floor broker, FCM,
introducing broker, commodity trading advisor, commodity pool operator, and
their respective associated persons.
Pursuant
to authority in the Commodity Exchange Act, the NFA was formed and registered
with the CFTC as a “registered futures association.” At the present time, the
NFA is the only non-exchange self-regulatory organization for derivatives
professionals. NFA members are subject to NFA standards relating to fair trade
practices, market integrity, and consumer protection. As the self-regulatory
body of the derivatives industry, the NFA promulgates rules governing the
conduct of derivatives professionals and disciplines those professionals who do
not comply with such standards. The CFTC has delegated to the NFA responsibility
for the registration of commodity trading advisors, commodity pool operators,
FCMs, introducing brokers, and swap dealers, among others, and their respective
associated persons, as applicable, and floor brokers. The Commodity Broker and
the Managing Owner are members of the NFA (the Fund is not required to become a
member of the NFA).
The
CFTC has no authority to regulate trading on foreign futures exchanges and
markets but permits direct access to such markets from the United States with
respect to foreign boards of trade that are registered as such with the
CFTC.
Employees
The
Fund has no employees.
Available
Information
The
Fund files with or submits to the SEC annual, quarterly and current reports and
other information meeting the informational requirements of the Exchange Act.
These reports are available on the Managing Owner’s website at http://www.invesco.com/ETFs.
Information in the Managing Owner’s website shall not be deemed to be a part of
this Report or incorporated by reference herein unless otherwise expressly
stated. The SEC maintains an Internet site that contains reports, proxy and
information statements and other information filed electronically by us with the
SEC which are available on the SEC’s Internet site at http://www.sec.gov.
The
Fund also posts monthly performance reports and its annual report, as required
by the CFTC, on the Managing Owner’s website at the address listed
above.
ITEM
1A. RISK FACTORS
An
investment in Shares involves a high degree of risk. Investors should consider
carefully all of the risks described below, together with the other information
contained in this Report and the Fund’s prospectus dated August 26, 2025, as
amended November 10, 2025 (the “Prospectus”), before making a decision to invest
in Shares. If any of the following risks occur, the business, financial
condition and results of operations of the Fund may be adversely
affected.
Summary
of Risk Factors
•
Past
performance is not necessarily indicative of future results; all or
substantially all of an investment in the Fund could be lost.
•
The
Fund’s trading of futures contracts takes place in very volatile
markets.
•
The
Fund is subject to fees and expenses in the aggregate amount of approximately
0.92% per annum and will be successful only if its annual returns from futures
trading, plus its annual Treasury Income, Money Market Income and T-Bill ETF
Income, exceed such fees and expenses.
•
The
Fund is subject to position limits imposed by the CFTC and/or futures exchange
rules. If the Fund were to reach a position limit, its ability to issue new
Creation Units or to reinvest income in additional futures contracts may be
impaired or limited. This may adversely affect the correlation between the
market price of the Shares and the NAV of the Fund, which could result in Shares
trading at a premium or discount to the NAV of the Fund.
•
There
can be no assurance that the Fund will achieve profits or avoid losses,
significant or otherwise.
•
Performance
of the Fund may not track the Index during particular periods or over the long
term. Such tracking error may cause the Fund to outperform or underperform the
Index.
•
Disruptions
in the ability to create or redeem Creation Units may adversely affect
investors.
•
Certain
potential conflicts of interest exist between the Managing Owner, the Commodity
Broker (as defined herein) and their affiliates and the Shareholders. Although
the Managing Owner attempts to monitor for conflicts, it is extremely difficult,
if not impossible, for the Managing Owner to ensure that the conflicts will not,
in fact, result in adverse consequences to the Fund and the
Shareholders.
•
The
Fund’s NAV may not always correspond to the market price of the Shares and, as a
result, Shares may trade at prices greater than NAV (at a premium), at NAV, or
less than NAV (at a discount).
•
Shareholders
will be subject to taxation on their allocable share of the Fund’s taxable
income, whether or not they receive cash distributions.
•
As
a result of increasingly interconnected global economies and financial markets,
political turmoil in the US or in other countries, or armed conflict between
countries or in a geographic region, for example the current conflicts between
Russia and Ukraine in Europe and Hamas and Israel in the Middle East, may impact
the Fund's investments. Such turmoil or conflicts, and other corresponding
events, have had, and could continue to have, severe effects on regional and
global economic and financial markets, including increased volatility, reduced
liquidity, and overall uncertainty. The negative impacts may be particularly
acute in certain commodities markets.
•
The
commodity futures markets may be subject to temporary distortions due to various
factors, including, among others, lack of liquidity, congestion, disorderly
closing periods, manipulation and disruptive conduct, limitations on deliverable
supplies,
excessive speculation, changes in trade regulation or economic sanctions (actual
or threatened), government regulation and intervention, technical and
operational or system failures, nuclear accidents, terrorism, riots and acts of
God.
Market
Risks
Fluctuations
in the Price of Assets Held by the Fund Could Have a Materially Adverse Effect
on the Value of an Investment in Shares.
The
Shares are designed to reflect as closely as possible the changes, positive or
negative, in the level of the Index, over time, through the Fund’s portfolio of
exchange-traded Index Contracts. The value of the Shares relates directly to the
value of the portfolio, less the liabilities (including estimated accrued but
unpaid expenses) of the Fund. The price of the Index Commodities may fluctuate
widely. Several factors may affect the prices of the Index Commodities,
including, but not limited to:
•
Global
supply and demand of each of the Index Commodities, which may be influenced by
such factors as forward selling by the various commodities producers, purchases
made by the commodities’ producers to unwind their hedge positions and
production and cost levels in the major markets of each of the Index
Commodities;
•
Domestic
and foreign interest rates and investors’ expectations concerning interest
rates;
•
Domestic
and foreign inflation rates and investors’ expectations concerning inflation
rates;
•
Investment
and trading activities of mutual funds, ETFs, closed-end funds, hedge funds and
commodity funds;
•
A
significant change in investor interest, including as a result of online
campaigns or other activities targeting investments in an Index
Commodity;
•
Weather
and other environmental conditions;
•
War
or acts of terrorism; and
•
Global
or regional political, economic or financial events and situations, including
changes in trade regulation or economic sanctions and government regulation and
intervention.
NAV
May Not Always Correspond to Market Price and, as a Result, Creation Units May
Be Created or Redeemed at a Value that Differs from the Market Price of the
Shares.
Shares
may trade at, above or below their NAV. The NAV fluctuates with changes in the
market value of the Fund’s assets. The trading price of Shares fluctuates in
accordance with changes in the NAV, intraday changes in the value of the Index
Contracts and market supply and demand. The amount of the discount or premium in
the trading price of the Shares relative to their NAV may be influenced by
non-concurrent trading hours between NYSE Arca (the exchange on which the Shares
trade) and the exchanges on which the Index Contracts are traded. While the
Shares are expected to trade on NYSE Arca until 4:00 p.m. (Eastern time),
liquidity in the markets for the Index Contracts is expected to be reduced
whenever the principal markets for those contracts are closed. As a result,
trading spreads, and the resulting premium or discount on Shares, may widen
during these gaps in market trading hours.
The
NYSE Arca May Halt Trading in the Shares Which Would Adversely Impact Your
Ability to Sell Shares.
The
Shares are listed for trading on the NYSE Arca. Trading in Shares may be halted
due to market conditions or in light of certain procedures and safeguards under
NYSE Arca rules. In addition, trading is subject to trading halts caused by
extraordinary market volatility pursuant to “circuit breaker” rules that require
trading to be halted for a specified period based on a specified market decline.
If the Fund were no longer to meet the requirements necessary to maintain the
listing of its Shares, the Shares would be delisted. In such a scenario, the
Fund would be terminated.
The
Lack of an Active Trading Market for the Shares May Result in Losses on Your
Investment at the Time of Disposition of Your Shares.
Although
the Shares are listed and traded on the NYSE Arca, there can be no guarantee
that an active trading market for the Shares will be maintained. If you need to
sell your Shares at a time when no active market for them exists, the price you
receive for your Shares, assuming that you are able to sell them, likely will be
lower than the price you would receive if an active market did exist.
Volatility
May Cause the Total Loss of Your Investment.
Futures
contract prices have a high degree of volatility and are subject to rapid and
substantial changes. Consequently, there is a risk that the value of your
investment in the Fund could decrease significantly due to rapid and substantial
changes in the prices of futures contracts held by the Fund. The Index’s average
annual volatility since inception is 10.74%. Average annual volatility is the
average of the Index’s volatility each year since its inception. Yearly
volatility is the relative rate at which the price of the Index moves up and
down, found by calculating the annualized standard deviation of the daily change
in price for each business day in the given year. However, the average annual
volatility should not be interpreted as the most-likely outcome. As demonstrated
during the unprecedented market conditions in 2020, volatility in certain
futures contracts may spike significantly during periods of global economic and
social stress. At such times, if the Fund holds a futures contract that
experiences the full impact of such market stresses, the volatility of its
investments could greatly surpass the Index’s average annual
volatility.
In
addition, the Fund enters sell orders with the Commodity Broker from time to
time, to liquidate Index Contract positions in order to satisfy redemption
requests or to pay expenses and liabilities. The Fund is subject to the risk
that temporary aberrations or distortions will occur in the market for Index
Contracts at the time those orders are executed. The prices received by the Fund
from the liquidation of its positions could be adversely affected, which in turn
could adversely affect the value of the Shares. Those aberrations or distortions
may result from trading activities by other market participants or actions taken
by the Commodity Broker, the CFTC, the exchanges or other regulatory
authorities. If the Fund’s positions are liquidated at inopportune times or
during times when the market is temporarily distorted or otherwise experiencing
a pricing aberration, the value of the Shares may be adversely
affected.
Further,
in periods of heightened volatility, the bid and ask “spread” for purchasing
shares of the Fund typically widens. Accordingly, an investor’s return on
investment may be negatively impacted when transacted in Shares.
Other
Market Participants’ Trading of Index Contracts May Adversely Affect the Price
that the Fund Pays for Index Contracts.
The
prices that the Fund pays for Index Contracts may be adversely affected by the
trading of Index Contracts by other market participants. Transactions by other
market participants may be based on their awareness of the Fund’s positions in
Index Contracts. If other market participants are able to anticipate the timing
of the Fund’s Index Contract transactions, for instance, they may be able to
execute transactions in advance of the Fund. If that were to occur, those market
participants may receive more favorable pricing for their Index Contract
transactions than the Fund does for its own, subsequent Index Contract
transactions. If the Fund’s Index Contract positions represent a significant
part of the open long interest in those Index Contracts, moreover, other market
participants may take that fact into account and trade in a manner that
adversely affects the prices that the Fund obtains when trading Index Contracts.
The Fund may not be able to counteract adverse pricing effects of its own
positions and transactions in Index Contracts.
Withdrawal
from Participation by Authorized Participants May Affect the Liquidity of
Shares.
If
one or more Authorized Participants withdraws from participation, it may become
more difficult to create or redeem Creation Units, which may reduce the
liquidity of the Shares. Such circumstances may be more pronounced in market
conditions of increased volatility. If it becomes more difficult to create or
redeem Creation Units, the correlation between the price of the Shares and the
NAV may be affected, which may affect the trading market for the Shares. Having
fewer participants in the market for the Shares could also adversely affect the
ability to arbitrage any price difference between futures contracts and the
Shares, which may also affect the trading market and liquidity of the
Shares.
Possible
Illiquid Markets May Exacerbate Losses.
Futures
positions cannot always be liquidated at the desired price. It is difficult to
execute a trade at a specific price when there is a relatively small volume of
buy and sell orders in a market. A market disruption, such as when foreign
governments may take or be subject to political actions which disrupt the
markets in their currencies or major commodities exports, can also make it
difficult to liquidate a position.
Illiquidity
may cause losses for the Fund. The large size of the positions which the Fund
may acquire increases the risk of illiquidity by both making its positions more
difficult to liquidate and increasing the losses incurred while trying to do
so.
International
Armed Conflicts or Political Turmoil May Result in Market Volatility that Could
Adversely Affect the Fund's Performance.
As
a result of increasingly interconnected global economies and financial markets,
political turmoil in the US or in other countries, or armed conflict between
countries or in a geographic region, for example the conflict between Russia and
Ukraine in Europe, the ongoing conflict between Hamas and Israel, and the
escalation of related conflicts in the Middle East, may impact the Fund's
investments. Such turmoil or conflicts, and other corresponding events, have
had, and could continue to have, severe effects on regional and global economic
and financial markets, including increased volatility, reduced liquidity, and
overall uncertainty. The negative impacts may be particularly acute in certain
commodities markets.
Hamas'
attack against Israel in October 2023 and the ensuing conflict, have had, and
may continue to have, an impact on certain commodities markets and commodity
futures markets. While this impact has been particularly pronounced in energy
markets (such as natural gas and oil), the conflict has also disrupted certain
global shipping and trade routes, which may have wide ranging impacts across
commodity markets. The possibility of a prolonged conflict between Hamas and
Israel, and the potential escalation and/or
expansion
of the conflict in the surrounding areas and the involvement of other nations in
such conflict, including, for example, the escalation of armed conflict between
Israel and Iran, could further destabilize the Middle East region and introduce
new uncertainties in global commodities markets, including, but not limited to,
energy markets.
Following
Russia's invasion of Ukraine in late February 2022, various countries, including
the United States, Australia, Canada, the United Kingdom, Switzerland, Germany,
France, and Japan, as well as NATO and the European Union, issued broad-ranging
economic sanctions against Russia and Belarus. Russia may take additional
countermeasures or retaliatory actions (including cyberattacks), which could
exacerbate negative consequences on global financial markets. The duration of
ongoing hostilities and corresponding sanctions and related events cannot be
predicted. Impacts from the conflict and related events may result in increased
volatility in the value of Index Commodities and may have an adverse effect on
the performance of the Fund and value of the Shares .
The
Effect of Market Disruptions and Government Interventions Are Unpredictable and
May Have an Adverse Effect on the Value of Your Shares.
The
commodity futures markets may be subject to temporary distortions due to various
factors, including lack of liquidity, congestion, disorderly closing periods,
manipulation and disruptive conduct, limitations on deliverable supplies,
excessive speculation, government regulation and intervention, technical and
operational or system failures, nuclear accidents, terrorism, riots and acts of
God.
Certain
changes in the U.S. economy in particular, such as when the U.S. economy weakens
or when its financial markets decline, may have a material adverse effect on
global financial markets as a whole. Increasingly strained relations between the
U.S. and foreign countries, including as a result of economic sanctions and
tariffs, may also adversely affect commodity futures markets. A decrease in U.S.
imports or exports, changes in trade regulations, including the threat or actual
imposition of tariffs, trade wars or other economic sanctions on traditional
allies or adversaries and their responses thereto, inflation, and/or an economic
recession in the U.S. may have a material adverse affect on the U.S. economy,
global financial markets as a whole and the commodities markets to which the
Fund has exposure. Proposed and adopted policy and legislative actions in the
U.S. may impact many aspects of financial and other regulations and may have a
significant effect, including potentially adversely, on U.S. markets generally.
The continued maintenance of elevated debt levels by the U.S. government as
projected by governmental agencies and non-governmental organizations, or the
imposition of U.S. austerity measures, could potentially constrain future
economic growth and the ability to effectively respond to economic downturns. If
these trends were to continue, they could adversely impact the U.S. economy,
global financial markets as a whole and the commodity futures markets in
particular.
Government
intervention has in certain cases been implemented on an “emergency” basis,
suddenly and substantially eliminating market participants’ ability to continue
to implement certain strategies or manage the risk of their outstanding
positions. These interventions have typically been unclear in scope and
application, resulting in confusion and uncertainty which in itself has been
materially detrimental to the efficient functioning of the markets as well as
previously successful investment strategies.
The
financial crisis of 2008-2009 and associated regulatory changes, including the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), are generally considered to have contributed to less credit being
available to financial market participants. This is particularly the case for
credit extended by banks and other traditional lending sources. The Fund does
not borrow from lenders for the purpose of pursuing its investment objective.
Nonetheless, restrictions on the availability of credit may adversely affect
investors who borrow to purchase Shares and participants in the markets for
financial instruments in which the Fund trades, including futures markets.
Limitations on the availability of credit, whether in stressed market conditions
or otherwise, may have a material adverse effect on investors and financial
market participants, which in turn could affect the Fund’s ability to pursue its
investment objective. Among other things, fewer prospective investors may
adversely affect the Fund’s asset levels, and fewer financial market
participants may reduce liquidity and adversely affect pricing for the financial
instruments that the Fund seeks to trade.
The
Fund may incur major losses in the event of disrupted markets and other
extraordinary events in which historical pricing relationships become materially
distorted. The risk of loss from pricing distortions is compounded by the fact
that in disrupted markets many positions become illiquid, making it difficult or
impossible to close out or liquidate positions against which the markets are
moving. The large size of the positions which the Fund may acquire increases the
risk of illiquidity by both making its positions more difficult to liquidate and
increasing the losses incurred while trying to do so.
An
Investment in the Shares May Be Adversely Affected by Competition from Other
Methods of Investing in Commodities.
The
Fund competes with other financial vehicles, including mutual funds, ETFs and
other investment companies, other index tracking commodity pools, actively
traded commodity pools, hedge funds, traditional debt and equity securities
issued by companies in the commodities industry, other securities backed by or
linked to commodities, and direct investments in the underlying commodities or
commodity futures contracts. Market and financial conditions, and other
conditions beyond the Managing Owner’s
control,
may make it more attractive to invest in other financial vehicles or to invest
in such commodities directly, which could limit the market for the Shares and
therefore reduce the liquidity of the Shares.
The
NAV Calculation of the Fund May Be Overstated or Understated Due to the
Valuation Method Employed When a Settlement Price is Not Available on the Date
of NAV Calculation.
Calculating
the NAV of the Fund includes, in part, any unrealized profits or losses on open
commodity futures contracts. Under normal circumstances, the NAV of the Fund
reflects the settlement price of open commodity futures contracts on the date
when the NAV is being calculated. However, if a settlement price for a commodity
futures contract could not be determined for any reason, the Managing Owner may
value the futures contract pursuant to policies the Managing Owner has adopted.
In such a situation, there is a risk that the resulting calculation of the
Fund’s NAV could be understated or overstated, perhaps to a significant
degree.
Fund
Closures and Trading Halts may Impact the Price of Shares.
Extraordinary
market circumstances may result in other exchange traded products that provide
their investors with exposure to certain commodities having to liquidate or
temporarily halt issuing creation units. Outflows or liquidations in other
commodity pooled investment vehicles that provide exposure to the same
commodities to which the Fund is exposed may result in downward price pressure
on the related futures contracts as the commodity pools liquidate
positions.
Futures
Risks
Margin
Requirements and Risk Limits for Futures Contracts may Limit the Fund’s Ability
to Achieve Sufficient Exposure and Prevent the Fund from Achieving its
Investment Objective.
“Initial”
or “original” margin is the minimum amount of funds that must be deposited by a
futures trader with his commodity broker in order to initiate futures trading or
to maintain an open position in futures contracts. “Maintenance” margin is the
amount (generally less than initial margin) to which a trader’s account may
decline before he must deliver additional margin. A margin deposit is like a
cash performance bond. It helps assure the futures trader’s performance of the
futures contract that the trader purchases or sells. Futures contracts are
customarily bought and sold on margin that represents a very small percentage
(ranging upward from less than 2%) of the purchase price of the underlying
commodity being traded. Because of such low margins, price fluctuations
occurring in the futures markets may create profits and losses that are greater,
in relation to the amount invested, than are customary in other forms of
investments. The minimum amount of margin required in connection with a
particular futures contract is set from time to time by the exchange on which
such contract is traded, and may be modified from time to time by the exchange
during the term of the contract. With respect to the Managing Owner’s trading,
only the Managing Owner, and not the Fund or its Shareholders personally, will
be subject to margin calls.
Brokerage
firms carrying accounts for traders in futures contracts may not accept lower,
and generally require higher, amounts of margin as a matter of policy in order
to afford further protection for themselves.
An
FCM may compute margin requirements multiple times per day and must do so at
least once per day. When the Fund has an open futures contract position, it is
subject to daily variation margin calls by an FCM that could be substantial in
the event of adverse price movements. Because futures contracts require only a
small initial investment in the form of a deposit or initial margin, they
involve a high degree of leverage. A Fund with open positions is subject to
maintenance or variation margin on its open positions. When the market value of
a particular open futures contract position changes to a point where the margin
on deposit does not satisfy maintenance margin requirements, a margin call is
made by the FCM. If the margin call is not met within a reasonable time, the FCM
may close out the Fund’s position, which may result in reduced returns to the
Fund’s investors or impair the Fund from achieving its investment objective. If
the Fund has insufficient cash to meet daily variation margin requirements, it
may need to sell assets at a time when doing so is disadvantageous. Futures
markets are highly volatile in general, and may become more volatile during
periods of market or economic volatility, and the use of or exposure to futures
contracts may increase volatility of the Fund’s NAV.
In
addition, an FCM may impose margin requirements in addition to those imposed by
the clearinghouse. Margin requirements are subject to change on any given day,
and may be raised in the future on a single day or on multiple or successive
days by either or both of the clearinghouse and the FCM. High margin
requirements could prevent the Fund from obtaining sufficient exposure to
futures contracts and may adversely affect the Fund’s ability to achieve its
investment objective. An FCM’s failure to return required margin to the Fund on
a timely basis may cause the Fund to delay redemption settlement dates or
restrict, postpone, or limit the right of redemption.
Futures
contracts are subject to liquidity risk. An FCM may impose risk limits on the
Fund, which restrict the amount of exposure to futures contracts that the Fund
can obtain through the FCM. If the risk limits imposed by an FCM do not provide
sufficient exposure, the Fund may not be able to achieve its investment
objective.
Trading
Limitations Could Be Imposed on the Fund.
Market
volatility and economic turbulence that occurred in 2020 led to FCMs increasing
margin requirements for certain futures contracts. Some FCMs and futures
exchanges may impose trading limitations, whether in the form of limits or
prohibitions on trading
certain
futures contracts. If the Fund is subject to increased margin requirements, it
will incur increased costs in achieving its investment objective. The Fund may
not be able to achieve its investment objective if it becomes subject to
heightened trading limitations.
Because
the Index Contracts Have No Intrinsic Value, the Positive Performance of Your
Investment Is Wholly Dependent Upon an Equal and Offsetting Loss.
Trading
in futures contracts transfers the risk of future price movements from one
market participant to another. For every gain in futures trading, there is an
equal and offsetting loss. Accordingly, whether a futures trade is profitable
for one party depends on whether the price paid, value received, or cost of
delivery under the related futures contract is favorable to that party. The
prices of stocks, bonds, and other assets could rise significantly and the
economy as a whole could prosper, while the Fund experiences losses as a result
of pursuing its investment objective through trading Index Contracts.
The
Fund May Not Provide a Diversification Benefit to Investments in Other Asset
Classes and May Result in Additional Losses to Your Portfolio.
Historically,
commodity futures returns have tended not to be correlated with the returns of
other assets such as stocks and bonds. Commodity futures contracts therefore
have the potential to help diversify investor portfolios consisting of stocks
and bonds, to the extent there is low or negative correlation between commodity
futures contracts and other assets held in those portfolios. However, the fact
that the Index is not inversely correlated with other assets such as stocks and
bonds means that, in seeking to replicate the performance of the Index, the Fund
will not necessarily be profitable during unfavorable periods for the stock or
bond markets. If the Shares perform in a manner that correlates with the stock
or bond markets or otherwise do not perform successfully, the Shares may not
provide any diversification from losses in those markets. In such a scenario,
the Shares may produce no gains to offset losses from investments in stocks,
bonds, or related assets and may result in additional investment
losses.
The
Fund’s Returns from Futures Trading Will Be Affected by Market Conditions When
Replacing Expiring Futures Contracts With New Futures Contracts on Index
Commodities.
The
Fund’s returns from futures trading are called excess return, which is the
combined return based on the spot prices of Index Commodities and the roll yield
from trading Index Contracts. Market conditions at the time the Fund replaces
expiring Index Contracts with new Index Contracts – i.e., when Index Contracts
are “rolled” – will affect the Fund’s roll yield. Those market conditions are
referred to as backwardation and contango, which will generally affect the
Fund’s roll yield as set forth below:
•
Rolling
in a backwardated market will tend to enhance returns from futures trading.
Backwardation exists when prices are higher for contracts with shorter-term
expirations than those with longer-term expirations, a condition that is
typically associated with commodities that are consumed quickly instead of being
put in storage.
•
Rolling
in a contangoed market will tend to cause a drag on returns from futures
trading. Contango exists when contract prices are higher in distant delivery
months than in nearer delivery months, typically due to costs associated with
storing a given physical commodity for a longer period.
In
seeking to track the performance of the Index, therefore, the Fund will be
exposed to the effects of backwardation and contango when it rolls its positions
in Index Contracts. The Index uses the Optimum YieldTM
rolling methodology, which seeks to maximize the roll benefits in backwardated
markets and to minimize the losses from rolling in contangoed markets. There can
be no assurance that these outcomes will be obtained. The impact of
backwardation and contango may also cause the Fund’s performance to vary from
the returns of other price references, including the spot prices of one or more
Index Commodities.
Super
contango exists when the futures contracts for the month next to occur (e.g.,
the April 2026 futures contract available in March 2026) trade significantly
lower than futures contracts with delivery in later months. Super contango
typically occurs when the inventory space available to store the physical
commodity has significantly decreased as a result of excess supply, meaning that
a futures contract’s cost of carry (e.g., the cost of storing a physical
commodity) has increased. The effects of rolling in a super contangoed market
generally are more exaggerated than rolling in a contangoed market. Should an
Index Contract experience super contango, the drag on returns may be exacerbated
and ripple effects may impact the performance of futures contracts with later
delivery months.
Index
Risks
The
Fund’s Performance May Not Always Replicate the Changes in the Levels of its
Index.
Tracking
the Index requires trading of the Fund’s portfolio with a view to tracking the
Index over time and is dependent upon the skills of the Managing Owner and its
trading principals, among other factors. It is possible that the Fund’s
performance may not fully replicate the changes in levels of the Index due to
disruptions in the markets for the relevant Index Commodities, the imposition of
position limits, or due to other extraordinary circumstances.
The
Managing Owner may determine to invest in other futures contracts if at any time
it is impractical, including in scenarios wherein the futures market for an
Index Contract is thinly traded, or inefficient to gain full or partial exposure
to an Index Commodity
through
the use of Index Contracts. These other futures contracts may or may not be
based on an Index Commodity. When they are not, the Managing Owner may seek to
select futures contracts that it reasonably believes tend to exhibit trading
prices that correlate with an Index Contract.
As
the Fund approaches or reaches position limits with respect to an Index
Commodity, the Fund may commence investing in Index Contracts that reference
other Index Commodities. In those circumstances, the Fund may also trade in
futures contracts based on commodities other than Index Commodities that the
Managing Owner reasonably believes tend to exhibit trading prices that correlate
with an Index Contract.
In
addition, the Fund may not be able to replicate the changes in levels of the
Index because the total return generated by the Fund is reduced by expenses and
transaction costs, including those incurred in connection with the Fund’s
trading activities, and increased by, as applicable, Treasury Income, Money
Market Income and T-Bill ETF Income.
There
can be no guarantee that the Index or the underlying methodology is free from
error. It is also possible that third parties may seek to manipulate the value
of the Index or the Index Commodities which, if successful, would be likely to
have an adverse effect on the Fund’s performance.
The
Fund Is Not Actively Managed and Tracks the Index During Periods in Which the
Index Is Flat or Declining as Well as When the Index Is Rising.
The
Fund is not actively managed on the basis of judgments relating to economic,
financial and market conditions with a view to obtaining positive results under
all market conditions. Instead, the Managing Owner seeks to cause the NAV to
track the performance of the Index during periods in which the Index is flat or
declining as well as when the Index is rising. Therefore, under normal market
conditions, if positions in any one or more of the Index Commodities are
declining in value, the Fund will not close out such positions, except in
connection with a change in the composition or weighting of the
Index.
Fewer
Representative Commodities May Result in Greater Index Volatility.
The
Index Commodities are Corn, Soybeans, Soybean Meal, Soybean Oil, Wheat, Kansas
City Wheat, Sugar, Cocoa, Coffee, Cotton, Live Cattle, Feeder Cattle, and Lean
Hogs. Other commodity indexes may contain a larger number of commodities than
the Index. Accordingly, increased volatility in a single Index Commodity may
have a greater impact on the Index’s overall volatility than would likely be the
case with increased volatility in a single commodity within a broader index.
Because the Fund tracks the performance of the Index, your investment in the
Fund will be exposed to the relatively greater impact on the Index of volatility
in a single Index Commodity.
Unusually
Long Peak-to-Valley Drawdown Periods with Respect to the Index May Be Reflected
in Equally Long Peak-to-Valley Drawdown Periods with Respect to the Performance
of the Shares.
“Peak-to-valley
drawdown” represents the cumulative percentage decline in month-end NAV per
Share due to losses sustained during any period in which the initial month-end
NAV per Share is not equaled or exceeded by a subsequent month-end NAV per
Share.
Although
past Index levels are not necessarily indicative of future Index levels, the
peak-to-valley drawdown periods that the Index has experienced occasionally have
been unusually long and have lasted for multi-year drawdown periods.
Because
it is expected that the Fund’s performance will track the change of its
underlying Index, the Fund would experience a continuous drawdown during the
period that the Index experiences such a drawdown. The value of your Shares will
also decrease during such a period.
Regulatory
Risks
Position
Limits and Other Potential Limitations on Futures Trading May Restrict the
Creation of Creation Units and the Operation of the Fund.
Position
Limits.
CFTC and futures exchange rules impose position limits on market participants,
including the Fund, trading in certain commodity futures contracts. These
position limits prohibit any person from holding a position of more than a
specific number of futures contracts. Generally, position limits in the physical
delivery markets are set at a stricter level during the spot month, which is the
month when the futures contract matures and becomes deliverable, versus the
limits for any other month or for all months combined. Limits are generally
applied on an aggregate basis to positions held in accounts that are subject to
10% or greater common ownership or control. In December 2016, the CFTC adopted
rule amendments that provide exemptions from the general requirement to
aggregate all positions that are held pursuant to 10% or greater common
ownership or control.
The
Index is composed of thirteen Index Commodities, each of which is or may be
subject to position limits imposed by the CFTC and/or the rules of futures
exchanges on which Index Contracts are traded. The CFTC amended its position
limits rules in October 2020. Pursuant to the amended rules, federal position
limits apply to 25 physical delivery commodity futures contracts and options
thereon, as well as to swaps that are economically equivalent to such contracts
and to futures and options thereon that are
directly
or indirectly linked to the price of such contracts or to the same commodity
underlying such contracts (e.g., cash-settled look-a-like futures). Under the
amended framework, position limits (i) for 25 core referenced futures contracts
(including corn, oats, wheat, soybean, soybean meal, soybean oil, cotton, live
cattle, rough rice, cocoa, coffee, frozen orange juice concentrate, sugar, gold,
silver, copper, platinum, palladium, natural gas, crude oil, heating oil, and
RBOB gasoline) are determined by the CFTC and (ii) for all other commodities are
determined by the futures exchanges.
Futures
exchanges have the authority to amend their existing position limits rules or
adopt new requirements subject to the federal limits. New or more restrictive
position limits could reduce liquidity in the market, which would be likely to
have adverse effects on the pricing of commodity futures contracts. Changes in
CFTC and/or exchange-level position limits rules therefore could adversely
affect the Fund’s ability to pursue its investment objective or achieve
favorable performance.
Position
Aggregation.
In general, a trader is required by CFTC or exchange rules, as applicable, to
aggregate all positions in accounts as to which the trader has 10% or greater
ownership or control. CFTC and exchange rules provide exemptions from this
requirement. For example, a trader is not required to aggregate positions in
multiple accounts that it owns or controls if that trader is able to satisfy the
requirements of an exemption from aggregation of those accounts.
The
CFTC amended its position aggregation rules in December 2016. The CFTC staff
subsequently issued time-limited no-action relief from compliance with certain
requirements under the amended aggregation rules, including the general
requirement to aggregate positions in the same commodity futures contracts
traded pursuant to substantially identical trading strategies. This no-action
relief has been extended via CFTC Letter 25-21, and will expire on the later of
the effective date or compliance date of a CFTC approved rulemaking that
addresses position aggregation and notice filing obligations.
Accountability
Levels.
Exchanges may establish accountability levels applicable to futures contracts
instead of position limits, provided that the futures contract is not subject to
federal position limits. An exchange may order a person who holds or controls a
position in excess of a position accountability level not to further increase
its position, to comply with any prospective limit that exceeds the size of the
position owned or controlled, or to reduce any open position that exceeds the
position accountability level if the exchange determines that such action is
necessary to maintain an orderly market. Position accountability levels could
adversely affect the Fund’s ability to establish and maintain positions in
commodity futures contracts to which such levels apply, if the Fund were to
trade in such contracts. Such an outcome could adversely affect the Fund’s
ability to pursue its investment objective.
Daily
Limits.
U.S. futures exchanges and some foreign exchanges have regulations that limit
the amount of fluctuation in futures contract prices that may occur during a
single business day. These limits are generally referred to as “daily price
fluctuation limits” or “daily limits,” and the maximum or minimum price of a
contract on any given day as a result of these limits is referred to as a “limit
price.” Once a limit price has been reached in a particular contract, it is
usually the case that no trades may be made at a different price than specified
in the limit. The duration of limit prices generally varies. Limit prices may
have the effect of precluding the Fund from trading in a particular contract or
requiring the Fund to liquidate contracts at disadvantageous times or prices.
Either of those outcomes could adversely affect the Fund’s ability to pursue its
investment objective.
Potential
Effects of Positions Limits, Accountability Levels, and Daily Limits.
The Fund is currently subject to position limits and may be subject to new and
more restrictive position limits in the future. If the Fund reached a position
limit or accountability level or became subject to a daily limit, its ability to
issue new Creation Units or reinvest income in additional commodity futures
contracts may be limited to the extent these restrictions limit its ability to
establish new futures positions, add to existing positions, or otherwise
transact in futures. Limiting the size of the Fund, or restricting the Fund’s
futures trading, under these requirements could adversely affect the Fund’s
ability to pursue its investment objective.
Failure
of FCMs or Commodity Brokers to Segregate Assets May Cause Losses for the
Fund.
The
Commodity Exchange Act requires an FCM to segregate all funds received from
customers from such FCM’s proprietary assets. If the Commodity Broker fails to
segregate customer assets as required, the assets of the Fund might not be fully
protected in the event of the Commodity Broker’s distress, impairment or
bankruptcy. Furthermore, in the event of the Commodity Broker’s distress,
impairment or bankruptcy, the Fund could be delayed in recovering Fund assets,
limited to recovering a pro rata share of all available funds segregated on
behalf of the Commodity Broker’s combined customer accounts or the Fund may not
recover any assets at all, even though certain property specifically traceable
to the Fund was held by the Commodity Broker.
The
Commodity Exchange Act requires an approved derivatives clearing organization to
segregate all funds and other property received from a clearing member’s
customers in connection with U.S. futures and options contracts from any funds
held at the clearing organization to support the clearing member’s proprietary
trading. Nevertheless, customer funds held at a clearing organization in
connection with any futures or options contracts may be held in a commingled
omnibus account, which may not identify the name of the clearing member’s
individual customers. With respect to futures and options contracts, a clearing
organization may use assets of a non-defaulting customer held in an omnibus
account at the clearing organization to satisfy payment obligations of a
defaulting customer of the clearing member to the clearing organization. In the
event of a default of the clearing FCM’s other clients or the clearing FCM’s
failure to extend its own funds in connection with any such default, a customer
may not be able to recover the full amount of assets deposited by the clearing
FCM with the clearing organization on the customer’s behalf.
In
the event of a bankruptcy or insolvency of any exchange or a clearing house, the
Fund could experience a loss of the funds deposited through the Commodity Broker
as margin with the exchange or clearing house, a loss of any unrealized profits
on its open positions on the exchange, and the loss of unrealized profits on its
closed positions on the exchange.
The
Fund’s Performance Could Be Adversely Affected if the Commodity Broker Reduces
its Internal Risk Limits for the Fund.
The
CFTC requires FCMs, like the Commodity Broker, to implement and evaluate from
time to time risk-based limits on futures positions and order sizes. Under this
regime, the Commodity Broker could determine to reduce its internal risk limits
on the size of futures positions it will trade or clear for the Fund. Such a
development would reduce the Fund’s capacity to transact in futures contracts.
In this scenario, the Fund could seek to enter into clearing relationships with
one or more other clearing brokers with the goal of increasing its overall
capacity to trade and clear futures contracts. The introduction of one or more
additional clearing broker relationships would be likely to increase the Fund’s
trading costs and could make its overall trading less efficient or more prone to
error. These consequences would be likely to detract from the Fund’s
performance.
Regulatory
Changes or Actions May Alter the Operations and Profitability of the
Fund.
Governmental
and regulatory changes or actions may have unexpected or adverse consequences on
particular markets, transactions, or investments, which may adversely impact the
Fund and impair how it is managed. Policy and legislative changes in the United
States and in other countries affect many aspects of financial regulation, and
may in some instances contribute to decreased liquidity, increased costs and
increased volatility in the financial markets. The impact of any such changes on
the markets, and the practical implications for market participants, likely
would not be fully known for some time.
The
Fund and the Managing Owner Are Subject to Extensive Legal and Regulatory
Requirements.
The
Fund is subject to a comprehensive scheme of regulation under the federal
commodity futures trading and securities laws, as well as futures market rules
and the rules and listing standards for its Shares. The Fund and the Managing
Owner could each be subject to sanctions for a failure to comply with those
requirements, which could adversely affect the Fund’s financial performance and
its ability to pursue its investment objective. In addition, the SEC, CFTC, and
exchanges are empowered to intervene in their respective markets in response to
extreme market conditions. Any such interventions could adversely affect the
Fund’s ability to pursue its investment objective and could lead to losses for
the Fund and its Shareholders.
In
addition, the Fund is subject to significant disclosure, internal control,
governance, and financial reporting requirements because the Shares are publicly
traded.
For
example, the Fund is responsible for establishing and maintaining internal
controls over financial reporting. Under this requirement, the Fund must adopt,
implement and maintain an internal control system designed to provide reasonable
assurance to its management regarding the preparation and fair presentation of
published financial statements. The Fund is also required to adopt, implement,
and maintain disclosure controls and procedures that are designed to ensure
information required to be disclosed by the Fund in reports that it files or
submits to the SEC is recorded, processed, summarized and reported within the
time periods specified by the SEC. There is a risk that the Fund’s internal
controls over financial reporting and disclosure controls and procedures could
fail to work properly or otherwise fail to satisfy SEC requirements. Such a
failure could result in the reporting or disclosure of incorrect information or
a failure to report information on a timely basis. Such a failure could be to
the disadvantage of Shareholders and could expose the Fund to penalties or
otherwise adversely affect the Fund’s status under the federal securities laws
and SEC regulations.
All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective may
provide only reasonable assurance with respect to financial statement
preparation and presentation and other disclosure matters.
Tax
Risks
Shareholders
Will Be Subject to Taxation on Their Allocable Share of the Fund’s Taxable
Income, Whether or Not They Receive Cash Distributions.
Shareholders
will be subject to U.S. federal income taxation and, in some cases, state,
local, or foreign income taxation on their allocable share of the Fund’s taxable
income, whether or not they receive cash distributions from the Fund.
Shareholders may not receive cash distributions equal to their share of the
Fund’s taxable income or even the tax liability that results from such
income.
Items
of Income, Gain, Loss and Deduction with Respect to Shares Could Be Reallocated
if the Internal Revenue Service Does Not Accept the Assumptions or Conventions
Used by the Fund in Allocating Such Items.
U.S.
federal income tax rules applicable to partnerships are complex and often
difficult to apply to publicly traded partnerships. The Fund will apply certain
assumptions and conventions in an attempt to comply with applicable rules and to
report items of income, gain, loss and deduction to Shareholders in a manner
that reflects the Shareholders’ beneficial interest in such tax items, but these
assumptions and conventions may not be in compliance with all aspects of the
applicable tax requirements. It is possible that the United States Internal
Revenue Service (the “IRS”) will successfully assert that the conventions and
assumptions used by the Fund do not satisfy the technical requirements of the
Internal Revenue Code of 1986, as amended (the “Code”), and/or the Federal
Tax
Regulations
codified under 26 C.F.R., referred to herein as the Treasury Regulations, and
could require that items of income, gain, loss and deduction be adjusted or
reallocated in a manner that adversely affects one or more
Shareholders.
The
Fund is a partnership, which is generally not subject to U.S. federal income
taxes. Rather, the partnership’s taxable income flows through to the owners, who
are responsible for paying the applicable income taxes on the income allocated
to them. The Fund is subject to partnership audit rules in Subchapter C of
Chapter 63 of the Code (the “Centralized Partnership Audit Regime”). Under the
Centralized Partnership Audit Regime, any IRS audit of the Fund would be
conducted at the Fund level, and if the IRS determines an adjustment, the
default rule is that the Fund would pay an “imputed underpayment” including
interest and penalties, if applicable. The Fund may instead elect to make a
“push-out” election, in which case the Shareholders for the year that is under
audit would be required to take into account the adjustments on their own
personal income tax returns.
No
Deduction for Qualified Publicly Traded Partnership Income.
For
taxable years beginning before January 1, 2026, there is a 20% deduction for
“qualified publicly traded partnership income” within the meaning of Section
199A(e)(4) of the Code. In general, “qualified publicly traded partnership
income” for this purpose is an item of income, gain, deduction or loss that is
effectively connected with a United States trade or business and includable in
determining taxable income for the year, but does not include certain investment
income. It is currently not expected that the Fund’s income will be eligible for
such deduction because, as discussed below, although the matter is not free from
doubt, the Fund believes that the activities directly conducted by the Fund will
not result in the Fund being engaged in a trade or business within the United
States. Potential investors should consult their tax advisors regarding the
availability of such deduction for their allocable share of the Fund’s items of
income, gain, deduction and loss.
PROSPECTIVE
INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS AND COUNSEL WITH
RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE SHARES;
SUCH TAX CONSEQUENCES MAY DIFFER WITH RESPECT TO DIFFERENT INVESTORS.
General
Risks
An
Insolvency Resulting from Another Series of the Trust or the Trust Itself May
Have a Material Adverse Effect on the Fund.
The
Fund is a series of a Delaware statutory trust. Pursuant to Delaware law, the
organization of the Trust provides that the assets and liabilities of the Fund
are separate from the assets and liabilities of the other series of the Trust,
as well as the larger Trust itself. Though such organization may, under state
law, protect the assets of the Fund in an insolvency action brought by the
creditors of another series of the Trust, this may be insufficient to protect
the assets of the Fund from such creditors in an insolvency action in federal
court, or in a court in a foreign jurisdiction. Accordingly, an insolvency
resulting from another series of the Trust or the Trust itself may have a
material adverse effect on the Fund.
Disruptions
in the Ability to Create and Redeem Creation Units May Adversely Affect
Investors.
It
is generally expected that the public trading price per Share will track the NAV
per Share closely over time. The relationship between the public trading price
per Share and the NAV per Share depends, to a considerable degree, on the
ability of Authorized Participants or their clients or customers to purchase and
redeem Creation Units in the ordinary course. If the process for creating or
redeeming Shares is impaired for any reason, Authorized Participants and their
clients or customers may not be able to purchase and redeem Creation Units or,
even if possible, may choose not to do so. The inability to purchase and redeem
Creation Units, or the partial impairment of the ability to purchase and redeem
Creation Units, could result in Shares trading at a premium or discount to the
NAV of the Fund. Such a premium or discount could be significant, depending upon
the nature or duration of the impairment.
In
addition, the Fund may, in its discretion, suspend the creation of Creation
Units. Suspension of creations may adversely affect how the Shares are traded
and could cause Shares to trade at a premium or discount to the NAV of the Fund,
perhaps to a significant degree.
The
Shares Could Decrease in Value if Unanticipated Operational or Trading Problems
Arise.
The
mechanisms and procedures governing the creation, redemption and offering of the
Shares have been developed specifically for the Fund. Consequently, there may be
unanticipated problems with respect to the mechanics of the operations of the
Fund and the trading of the Shares that could have a material adverse effect on
an investment in the Shares. To the extent that unanticipated operational or
trading problems arise, the Managing Owner’s past experience and qualifications
may not be suitable for solving those problems.
Historical
Performance of the Fund and the Index is Not Indicative of Future
Performance.
Past
performance of the Fund or the Index is not necessarily indicative of future
results. Therefore, past performance of the Fund or the Index should not be
relied upon in deciding whether to buy Shares of the Fund.
Fees
and Expenses May Deplete the Fund’s Assets if the Fund’s Investment Performance
is Not Favorable.
The
Fund pays fees and expenses regardless of its investment performance. Such fees
and expenses include asset-based fees of 0.85% per annum. Additional charges
include brokerage fees of approximately 0.07% per annum in the aggregate and
selling commissions. Selling commissions are not included in the Fund’s
breakeven calculation. The sum of the Fund’s Treasury Income, Money Market
Income and/or T-Bill ETF Income may not exceed its fees and expenses. If such
income does not exceed its fees and expenses, in order to break even, the Fund’s
futures trading activity will need to have a favorable performance that exceeds
the difference between the sum of the Fund’s Treasury Income, Money Market
Income and/or T-Bill ETF Income and its fees and expenses. If the Fund’s futures
trading performance is not sufficiently favorable, the Fund’s expenses could
deplete its assets over time. In such a scenario, the value of your Shares will
decrease.
There
May Be Circumstances That Could Prevent the Fund from Being Operated in a Manner
Consistent With its Investment Objective.
There
may be circumstances outside the control of the Managing Owner and/or the Fund
that make it, for all practical purposes, impossible to re-position the Fund
and/or to process a purchase or redemption order. Examples of such circumstances
include: natural disasters; public service disruptions or utility problems such
as those caused by fires, floods, extreme weather conditions, and power outages
resulting in telephone, telecopy, and computer failures; market conditions or
activities causing trading halts; systems failures involving computer or other
information systems affecting the aforementioned parties, as well as DTC, or any
other participant in the purchase process, and similar extraordinary events.
While the Managing Owner has established and implemented a disaster recovery
plan, circumstances such as those identified above may prevent the Fund from
being operated in a manner consistent with its investment objective.
Additionally,
natural or environmental disasters, such as earthquakes, fires, floods,
hurricanes, tsunamis and other severe weather-related phenomena generally, and
widespread disease, including pandemics and epidemics, have been and may be
highly disruptive to economies and markets, adversely impacting individual
companies, sectors, industries, markets, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value
of the Fund’s investments. Given the increasing interdependence among global
economies and markets, conditions in one country, market, or region are
increasingly likely to adversely affect markets, issuers, and/or foreign
exchange rates in other countries, including the U.S. Any such events could have
a significant adverse impact on the value of the Fund’s investments and could
result in increased premiums or discounts to the Fund’s NAV. Additionally, the
Fund rebalances its portfolio in accordance with the Index, and, therefore, any
changes to the Index’s rebalance schedule will result in corresponding changes
to the Fund’s rebalance schedule.
Redemption
Orders for Creation Units May Be Subject to Postponement, Suspension or
Rejection Under Certain Circumstances.
The
Managing Owner may, in its discretion, suspend the right of redemption or
postpone the redemption order settlement date with respect to Creation Units for
(1) any period during which an emergency exists as a result of which the
redemption distribution is not reasonably practicable, or (2) such other period
as the Managing Owner determines to be necessary for the protection of the
Shareholders. In addition, the Fund will reject a redemption order if the order
is not in proper form as described in the Participant Agreement with the
Authorized Participant, or if the fulfillment of the order, in the opinion of
the Fund’s counsel, might be unlawful. Any such postponement, suspension or
rejection could adversely affect a redeeming Authorized Participant. For
example, the resulting delay may adversely affect the value of the Authorized
Participant’s redemption proceeds if the NAV of the Fund declines during the
period of delay. The Fund disclaims any liability for any loss or damage that
may result from any such suspension or postponement.
Shareholders
Do Not Have the Protections Associated With Ownership of Shares in an Investment
Company Registered Under the Investment Company Act of 1940.
The
Fund is not registered as an investment company under the Investment Company Act
of 1940, as amended. Consequently, Shareholders do not have the legal and
regulatory protections provided to the investors in investment companies that
are registered as such.
Shareholders
Do Not Have the Rights Enjoyed by Investors in Certain Other
Vehicles.
The
Shares have none of the statutory rights normally associated with the ownership
of shares of a corporation. However, under Delaware law, a beneficial owner of a
business trust (such as a Shareholder) may, under certain circumstances,
institute legal action on behalf of himself and all other similarly situated
beneficial owners to recover damages from a third party where a managing owner
has failed or refused to institute legal action on behalf of himself and all
other similarly situated beneficial owners to recover damages from a managing
owner for violations of fiduciary duties, or on behalf of a business trust to
recover damages from a third party where a managing owner has failed or refused
to institute proceedings to recover such damages. The Shares have limited voting
and distribution rights (for example, Shareholders do not have the right to
elect directors and the Fund is not required to pay regular distributions,
although the Fund may pay distributions in the discretion of the Managing
Owner).
Various
Actual and Potential Conflicts of Interest May Be Detrimental to
Shareholders.
The
Fund is subject to actual and potential conflicts of interest involving the
Managing Owner or any of its affiliates, the Commodity Broker, including its
principals and its affiliates, the Index Sponsor, and the Distributor. The
Managing Owner and its
principals,
all of whom are engaged in other investment activities, are not required to
devote substantially all of their time to the business of the Fund, which also
presents the potential for numerous conflicts of interest with the Fund. The
Managing Owner and its principals and affiliates are engaged in a broad array of
asset management and financial services activities and may engage in activities
during the ordinary course of business that cause their interests or those of
their other clients to conflict with those of the Fund and its
Shareholders.
As
a result of these and other relationships, parties involved with the Fund have a
financial incentive to act in a manner other than in the best interests of the
Fund and the Shareholders. For example, by investing in affiliated money market
mutual funds and/or T-Bill ETFs for margin and/or cash management purposes, the
Managing Owner may select affiliated money market mutual funds and/or T-Bill
ETFs that may pay dividends that are lower than non-affiliated money market
mutual funds and/or T-Bill ETFs. In addition, the Managing Owner would have a
conflict of interest if it sought to redeem the Fund’s interest in an affiliated
money market mutual fund or T-Bill ETF in circumstances when such a redemption
would be unfavorable for the affiliated fund. The Managing Owner has not
established any formal procedure to resolve conflicts of interest. Consequently,
investors are dependent on the good faith of the respective parties subject to
such conflicts to resolve them equitably. Although the Managing Owner attempts
to monitor these conflicts, it is extremely difficult, if not impossible, for
the Managing Owner to ensure that these conflicts do not, in fact, result in
adverse consequences to the Fund and the Shareholders.
The
Fund may be subject to certain conflicts with respect to the Commodity Broker,
including, but not limited to, conflicts that result from receiving greater
amounts of compensation from other clients, or purchasing opposite or competing
positions on behalf of third party accounts traded through the Commodity
Broker.
Because
the Managing Owner and the Distributor are affiliates, the Managing Owner has a
disincentive to replace the Distributor. Furthermore, the Managing Owner did not
conduct an arm’s length negotiation when it retained the Distributor.
You
May Be Adversely Impacted by the Lack of Independent Advisers Representing
Investors.
The
Managing Owner has consulted with counsel, accountants and other advisers
regarding the operation of the Fund. No counsel has been appointed to represent
you in connection with the Fund’s continuous offering of Shares. Accordingly,
you should consult your own legal, tax and financial advisers about whether you
should invest in the Fund.
Possibility
of Termination of the Fund May Adversely Affect Your Portfolio.
It
is ultimately within the discretion of the Managing Owner whether it will
continue to operate and advise the Fund. The Managing Owner may withdraw from
the Fund upon 120 days’ prior written notice to all Shareholders and the
Trustee, which would cause the Fund to terminate unless a substitute managing
owner was obtained. Shareholders owning 50% or more of the Shares have the power
to terminate the Fund. If it is so exercised, investors who may wish to continue
to invest in a vehicle that tracks the Fund’s Index will have to find another
vehicle, and may not be able to find another vehicle that offers the same
features as the Fund. Such detrimental developments could cause you to liquidate
your investments and upset the overall maturity and timing of your investment
portfolio. In addition, Shareholders could receive less from the sale of the
Fund’s assets in the event of its liquidation and termination than amounts that
could be realized from sales of those assets other than in the case of a
liquidation and termination. If the registrations with the CFTC or memberships
in the NFA of the Managing Owner or the Commodity Broker were revoked or
suspended, such entity would no longer be able to provide services to the
Fund.
Competing
Claims Over Ownership of Intellectual Property Rights Related to the Fund Could
Adversely Affect the Fund and an Investment in the Shares.
While
the Managing Owner believes that all intellectual property rights needed to
operate the Fund in the manner described in the Fund’s Prospectus are either
owned by or licensed to the Managing Owner or have been obtained, third parties
may allege or assert ownership of intellectual property rights which may be
related to the design, structure and operations of the Fund. To the extent any
claims of such ownership are brought or any proceedings are instituted to assert
such claims, the issuance of any restraining orders or injunctions, the
negotiation, litigation or settlement of such claims, or the ultimate
disposition of such claims in a court of law may adversely affect the Fund and
an investment in the Shares. For example, such actions could result in expenses
or damages payable by the Fund, suspension of activities or the termination of
the Fund.
The
Value of the Shares Will Be Adversely Affected if the Fund Is Required to
Indemnify the Trustee or the Managing Owner.
Under
the Trust Agreement, the Trustee and the Managing Owner have the right to be
indemnified for any liability or expense they incur, except for any expenses
resulting from gross negligence or willful misconduct. That means the Managing
Owner may require the assets of the Fund to be sold in order to cover losses or
liability suffered by it or by the Trustee. Any sale of that kind would reduce
the NAV of the Fund and, consequently, the value of the Shares.
Although
the Shares Are Limited Liability Investments, Certain Circumstances such as
Bankruptcy of the Fund or Indemnification of the Fund by the Shareholders Will
Increase a Shareholder’s Liability.
The
Shares are limited liability investments; investors may not lose more than the
amount that they invest including any appreciation in their investments.
However, Shareholders could be required, as a matter of bankruptcy law, to
return to the estate of the Fund any distribution they received at a time when
the Fund was in fact insolvent or in violation of the Trust Agreement. In
addition, Shareholders agree in the Trust Agreement that they will indemnify the
Fund for any harm suffered by it as a result of:
•
Shareholders’
actions unrelated to the business of the Fund, or
•
taxes
imposed on the Shares by the states or municipalities in which such investors
reside.
The
Fund May Lose Money on Its Holdings of Money Market Mutual Funds.
The
Fund may invest in government money market funds that have chosen to not rely on
the ability to impose fees on Shareholder redemptions, or liquidity fees, or
temporarily to suspend redemption privileges, or gates, if the government money
market fund’s weekly liquid assets fall below a certain threshold. Although such
government money market funds seek to preserve the value of an investment at
$1.00 per share, there is no guarantee that they will be able to do so. As a
result, the Fund may lose money by investing in a government money market fund.
An investment in a government money market fund is not insured or guaranteed by
the Federal Deposit Insurance Corporation (“FDIC”) or any other government
agency. The share price of a government money market fund can fall below the
$1.00 share price. The Fund cannot rely on or expect a government money market
fund’s adviser or its affiliates to enter into support agreements or take other
actions to maintain the government money market fund’s $1.00 share price. The
credit quality of a government money market fund’s holdings can change rapidly
in certain markets, and the default of a single holding could have an adverse
impact on the government money market fund’s share price. Due to fluctuations in
interest rates, the market value of securities held by a government money market
fund may vary. A government money market fund’s share price can also be
negatively affected during periods of high redemption pressures and/or illiquid
markets.
Due
to the Increased Use of Technologies, Intentional and Unintentional Cyber
Attacks Pose Operational and Information Security Risks.
With
the increased use of technologies such as the Internet and the dependence on
computer systems to perform necessary business functions, the Fund is
susceptible to operational and information security risks. In general, cyber
incidents can result from deliberate attacks or unintentional events. Cyber
attacks include, but are not limited to gaining unauthorized access to digital
systems for purposes of misappropriating assets or sensitive information,
corrupting data, or causing operational disruption.
Cyber
attacks may also be carried out in a manner that does not require gaining
unauthorized access, such as causing denial-of-service attacks on websites.
Cyber security failures or breaches of the Fund’s third party service providers
(including, but not limited to, the Index Sponsor, the Administrator and the
Transfer Agent) or money market mutual funds and T-Bill ETFs in which the Fund
invests, have the ability to cause disruptions and impact business operations,
potentially resulting in financial losses, the inability of Shareholders or
Authorized Participants to transact business in Shares and Creation Units
respectively, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs,
and/or additional compliance costs. In addition, substantial costs may be
incurred in order to prevent any cyber incidents in the future. The Fund and its
Shareholders could be negatively impacted as a result.
While
the Managing Owner has established business continuity plans and systems
reasonably designed to detect and prevent such cyber attacks from being
effective, there are inherent limitations in such plans and systems. For
instance, it is possible that certain existing risks have not been identified or
that new risks will emerge before countervailing measures can be implemented.
Furthermore, the Fund cannot control, or even necessarily influence, the cyber
security plans and systems put in place by the Fund’s third party service
providers. Since the Fund is dependent upon third party service providers
(including the Managing Owner) for substantially all of its operational needs,
the Fund is subject to the risk that a cyber attack on a service provider will
materially impair its normal operations even if the Fund itself is not subject
to such an attack. A cyber security incident that affects any of the Fund’s
service providers could result in loss or unintended disclosure of information
or loss or theft of the Fund’s assets, and could adversely impact the ability of
the Fund’s service providers to conduct their business, including their business
on behalf of the Fund. In addition, a service provider that has experienced a
cyber security incident may divert resources normally devoted to servicing the
Fund to addressing the incident, which would be likely to have an adverse effect
on the Fund’s operations. Cyber attacks may also cause disruptions to the
futures exchanges and clearinghouses through which the Fund invests in futures
contracts and to the exchanges on which the Fund buys and sells shares of T-Bill
ETFs, which could result in disruptions to the Fund’s ability to pursue its
investment objective, resulting in financial losses to the Fund and
Shareholder.
None.
ITEM
1C. CYBERSECURITY
Cyber
threats
are considered one of the most significant risks facing financial institutions.
Because the Fund has no directors, principal officers or employees, the Managing
Owner is responsible for managing cybersecurity risks to the Fund. To mitigate
risk
from
cyber
threats, Invesco Ltd. (“Invesco”), the Managing Owner’s parent company, has a
designated Global
Chief Security Officer (GCSO) who leads the global security department that is
responsible for identifying, assessing, and managing cybersecurity threats
across the Invesco organization.
The
GCSO has over 29 years of experience in the public and private sectors,
specializing in security, investigations, and incident
response.
The global security department oversees the following groups across Invesco:
Information Security, Global Privacy, Business Continuity & Crisis
Management, Resilience, Corporate Security, Business Security Officers and
Strategy and Projects & Governance. This converged security structure
supports a more comprehensive, holistic approach to keeping our and Invesco
clients, employees, and critical assets safe, upholding their privacy rights,
while enabling a secure and resilient business.
Invesco’s
information security program is led by its Chief Information Security Officer
who reports directly to the GCSO and has over 25 years of experience,
specializing in information security and risk
management.
Our manager’s information security program is designed to oversee all aspects of
information security risk and seeks to ensure the confidentiality, integrity,
and availability of information assets, including the implementation of controls
aligned with industry guidelines and applicable statutes and regulations to
identify threats, detect attacks and protect our information
assets.
The program includes the following:
•
Proactive
assessments of technical infrastructure and security resilience are performed on
a regular basis which include penetration testing, offensive testing and
maturity assessments.
•
Conducting
diligence on third-party service providers regarding cybersecurity risks prior
to on-boarding, periodic assessment of cybersecurity risks for third-party
service providers and continuous monitoring for new third-party cybersecurity
incidents.
•
An
incident response program that includes periodic testing and is designed to
restore business operations as quickly and as orderly as possible in the event
of a cybersecurity incident at Invesco or third-party incident.
•
Mandatory
annual employee security awareness training, which focuses on cyber threats and
security in general.
•
Regular
cyber phishing tests throughout the year to measure and raise employee awareness
against cyber phishing threats.
Important
to these programs is Invesco’s investment in threat-intelligence, its active
engagement in industry and government security-related forums, and its
utilization of external experts to challenge its program maturity, assess its
controls and routinely test its capabilities.
Invesco’s
Board of Directors oversees cybersecurity risk across the entire organization
and receives updates at a minimum of twice a year regarding cybersecurity,
including risks and protections.
The
Global Operational Risk Management Committee, one of Invesco’s risk management
committees, provides executive-level oversight and monitoring of the end-to-end
programs dedicated to managing information security and cyber related risk.
The
members of this committee include Invesco’s Chief Administrative Officer, Chief
Risk & Audit Officer, General Counsel, Chief Financial Officer, Chief Human
Resources Officer, Global Head of Compliance, and Global Operational Risk Owners
which includes the
GCSO.
The
committee reports to Invesco’s Enterprise Risk Management
Committee
which provides updates to the Invesco Board of Directors to facilitate their
oversight.
Although
risks from cyber threats have not materially affected the Fund’s business
strategy, results of operations or financial condition as of December
31, 2025,
Invesco continues to closely monitor cyber
risk.
The Managing
Owner oversees cybersecurity risks for the Fund by applying Invesco's enterprise
policies and control framework to the Fund's operations and service providers
and by escalating any Fund relevant findings through the Managing Owner’s
management reporting and certification processes. The Fund did not experience
any material cybersecurity incidents during the year ended December 31, 2025,
and cybersecurity risks did not materially affect the Fund's business strategy,
results of operations, or financial condition in the period. In addition,
security controls, no matter how well designed or implemented, may only mitigate
and not fully eliminate risks. For more information regarding the risks we face
from cybersecurity threats, please see “Due
to the Increased Use of Technologies, Intentional and Unintentional Cyber
Attacks Pose Operational and Information Security Risks”
in Item 1A. Risk Factors.
ITEM
2. PROPERTIES
The
Fund does not own or use physical properties in the conduct of its business. Its
assets consist of futures contracts, cash, United States Treasury Obligations
and may consist of money market mutual funds and/or T-Bill ETFs. The Managing
Owner’s headquarters are located at 3500 Lacey Road, Suite 700, Downers Grove,
Illinois 60515.
ITEM
3. LEGAL PROCEEDINGS
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market
Information
The
Shares have been trading on the NYSE Arca since November 25, 2008 under the
symbol “DBA.”
Holders
As
of January 31, 2026, the Fund had 111 holders of record of its
Shares.
Sales
of Unregistered Securities and Use of Proceeds of Registered
Securities
(a)
There
have been no unregistered sales of the Shares. No Shares are authorized for
issuance by the Fund under equity compensation plans.
(c)
Although
the Fund does not redeem Shares directly from its Shareholders, the Fund, from
time to time, redeems Creation Units from Authorized Participants. During the
three months ended December 31, 2025, the Fund's redemptions of Creation Units
from Authorized Participants, if any, are provided in the table
below:
|
|
|
|
|
|
|
|
| |
|
Period
of Redemption |
|
Total
Number of Shares
Redeemed |
|
|
Average
Price Paid per Share |
|
|
October
1, 2025 to October 31, 2025 |
|
|
700,000 |
|
|
$ |
26.72 |
|
|
November
1, 2025 to November 30, 2025 |
|
|
550,000 |
|
|
$ |
25.90 |
|
|
December
1, 2025 to December 31, 2025 |
|
|
350,000 |
|
|
$ |
26.12 |
|
|
Total |
|
|
1,600,000 |
|
|
$ |
26.31 |
|
ITEM
6. RESERVED
ITEM
7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
information should be read in conjunction with the financial statements and
notes included in Item 8 of Part II of this Report. The discussion and analysis
which follows may contain trend analysis and other forward-looking statements.
See “Cautionary Statement Concerning Forward-Looking Information”
above.
You
should not place undue reliance on any forward-looking statements. Except as
expressly required by the Federal securities laws, the Fund and the Managing
Owner undertake no obligation to publicly update or revise any forward-looking
statements or the risks, uncertainties or other factors described in this
Report, as a result of new information, future events or changed circumstances
or for any other reason after the date of this Report.
Overview/Introduction
Invesco
DB Agriculture Fund (the “Fund”), a separate series of Invesco DB Multi-Sector
Commodity Trust (the “Trust”), a Delaware statutory trust organized in seven
separate series, was formed on August 3, 2006. The term of the Fund is perpetual
(unless terminated earlier in certain circumstances) as provided for in the
Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Fund,
as amended (the “Trust Agreement”). The Fund has an unlimited number of shares
authorized for issuance.
Invesco
Capital Management LLC has served as the managing owner (the “Managing Owner”),
commodity pool operator and commodity trading advisor of the Fund since February
23, 2015. The Managing Owner is registered with the Commodity Futures Trading
Commission (the “CFTC”) as a commodity pool operator and a commodity trading
advisor, and it is a member firm of the National Futures Association
(“NFA”).
The
Fund seeks to track changes, whether positive or negative, in the level of the
DBIQ Diversified Agriculture Index Excess Return™ (the “Index”) over time, plus
the excess, if any, of the sum of the Fund’s interest income from its holdings
of United States Treasury Obligations (“Treasury Income”), dividends from its
holdings in money market mutual funds (affiliated or otherwise) (“Money Market
Income”) and dividends or distributions of capital gains from its holdings of
T-Bill ETFs (as defined below) (“T-Bill ETF Income”) over the expenses of the
Fund. The Index is intended to reflect the economic performance of investing in
commodities in the agriculture sector. The Fund invests in futures contracts in
an attempt to track its Index. Effective November 10, 2025, the commodities
comprising the Index are Corn, Soybeans, Soybean Meal, Soybean Oil, Wheat,
Kansas City Wheat, Sugar, Cocoa, Coffee, Cotton, Live Cattle, Feeder Cattle, and
Lean Hogs (each, an “Index Commodity,” and collectively, the “Index
Commodities”).
The
Fund may invest directly in United States Treasury Obligations. The Fund may
also gain exposure to United States Treasury Obligations through investments in
exchange-traded funds (“ETFs”) (affiliated or otherwise) that track indexes that
measure the performance of United States Treasury Obligations with a maximum
remaining maturity of up to 12 months (“T-Bill ETFs”). The Fund holds as
collateral United States Treasury Obligations, money market mutual funds and
T-Bill ETFs (affiliated or otherwise), if any, for margin and/or cash management
purposes. While the Fund's performance reflects the appreciation and
depreciation of those holdings, the Fund's performance, whether positive or
negative, is driven primarily by its strategy of trading futures contracts with
the aim of seeking to track the Index.
The
Fund pursues its investment objective by investing in a portfolio of
exchange-traded futures on commodities in the agriculture sector. The Index
Sponsor selects and weights commodities in the Index on an annual basis based on
(i) the value and liquidity of the market for associated commodity futures
contracts and (ii) their production volume (in order to factor in the relative
importance of the commodity in the global economy).
Commodity
futures quoted in US Dollars and listed on major US and European exchanges are
eligible for inclusion in the Index. Eligible commodities are selected based on
their Three-Year Total Dollar Volume Average (i.e., commodities are initially
screened for inclusion based on their relative three-year “Total Dollar Volume”
traded, which is calculated by multiplying the total volume of futures traded
during the last one-year period by the average close price of the front month
contract on each month end during that one-year period). Each commodity’s
three-year Total Dollar Volume traded is calculated in proportion to the
three-year Total Dollar Volume traded of all commodities within its sector to
determine its initial sector liquidity rate. A commodity with a proportionate
weight of less than 2% (or 1.5% for a commodity included at the last rebalance)
within its sector is excluded from the Index. Each remaining commodity’s
three-year Total Dollar Volume traded is calculated in proportion to the
three-year Total Dollar Volume traded of all eligible commodities (“Filtered
Commodity Weight”).
Commodity
weights in the Index are determined by the Parent Index. The Parent Index
determines production weights for each eligible commodity based on the total
dollar amount of the commodity produced within the year in proportion to the sum
of the production dollar amounts within the agricultural sector (“Production
Weights”). The weight of each commodity in the Index is generally based on the
average of the Filtered Commodity Weight and the Production Weight, subject to
the requirement that each commodity must have an allocation within the Index of
no less than 5%.
The
Index is rebalanced annually on the sixth business day in November. However,
during periods of heightened volatility or when commodity prices experience
significant movements, the commodities weights within the Index may be reset or
reduced based on the weight implemented at the previous annual
rebalance.
The
Fund also holds United States Treasury Obligations and T-Bill ETFs, if any, for
deposit with Morgan Stanley & Co. LLC, the Fund’s commodity broker (the
“Commodity Broker”) as margin, to the extent permissible under CFTC rules and
United States Treasury Obligations, cash, money market mutual funds and T-Bill
ETFs (affiliated or otherwise), if any, on deposit with The Bank of New York
Mellon (the “Custodian”), for cash management purposes. The aggregate notional
value of the commodity futures contracts owned by the Fund is expected to
approximate the aggregate net asset value (“NAV”) of the Fund, as opposed to the
aggregate Index value.
The
CFTC and certain futures exchanges impose position limits on futures contracts,
including on Index Contracts. As the Fund approaches or reaches position limits
with respect to an Index Commodity, the Fund may commence investing in Index
Contracts that reference other Index Commodities. In those circumstances, the
Fund may also trade in futures contracts based on commodities other than Index
Commodities that the Managing Owner reasonably believes tend to exhibit trading
prices that correlate with an Index Contract.
The
Managing Owner may determine to invest in other futures contracts if at any time
it is impractical, including in scenarios wherein the futures market for an
Index Contract is thinly traded, or inefficient to gain full or partial exposure
to an Index Commodity through the use of Index Contracts. These other futures
contracts may or may not be based on an Index Commodity. When they are not, the
Managing Owner may seek to select futures contracts that it reasonably believes
tend to exhibit trading prices that correlate with an Index Contract.
The
Shares are intended to provide investment results that generally correspond to
the changes, positive or negative, in the levels of the Index over time. The
value of the Shares is expected to fluctuate in relation to changes in the value
of the Fund’s portfolio. The market price of the Shares may not be identical to
the NAV per Share, but these two valuations are expected to be very
close.
Margin
Calls
“Initial”
or “original” margin is the minimum amount of funds that must be deposited by a
futures trader with his commodity broker in order to initiate futures trading or
to maintain an open position in futures contracts. “Maintenance” margin is the
amount (generally less than initial margin) to which a trader’s account may
decline before he must deliver additional margin. A margin deposit is like a
cash performance bond. It helps assure the futures trader’s performance of the
futures contract that the trader purchases or sells. Futures contracts are
customarily bought and sold on margin that represents a very small percentage
(ranging upward from less than 2%) of the purchase price of the underlying
commodity being traded. Because of such low margins, price fluctuations
occurring in the futures markets may create profits and losses that are greater,
in relation to the amount invested, than are customary in other forms of
investments. The minimum amount of margin required in connection with a
particular futures contract is set from time to time by the exchange on which
such contract is traded, and may be modified from time to time by the exchange
during the term of the contract. “Variation margin” is assessed daily to reflect
changes in the value of the position.
Brokerage
firms carrying accounts for traders in futures contracts may not accept lower,
and generally require higher, amounts of margin as a matter of policy in order
to afford further protection for themselves.
Margin
requirements are computed each day by a commodity broker. When the market value
of a particular open futures contract position changes to a point where the
margin on deposit does not satisfy maintenance margin requirements, a margin
call is made by the commodity broker. If the margin call is not met within a
reasonable time, the broker may close out the Fund’s position. With respect to
the Managing Owner’s trading, only the Managing Owner, and not the Fund or its
Shareholders personally, will be subject to margin calls.
Position
Limits and/or Accountability Levels
The
Fund has not reached position limits with respect to the 2025 and 2024 reporting
periods.
Net
Asset Value
NAV
means the total assets of the Fund, including, but not limited to, all commodity
futures contracts, cash and investments less total liabilities of the Fund, each
determined on the basis of U.S. generally accepted accounting principles (“U.S.
GAAP”), consistently applied under the accrual method of accounting. All open
commodity futures contracts will be calculated at their then current market
value, which will be based upon the settlement price for that particular
commodity futures contract traded on the applicable primary exchange on the date
with respect to which NAV is being determined. Securities for which market
quotations are not readily available or became unreliable are valued at fair
value as determined in good faith following procedures approved by
the
Managing
Owner. The amount of any distribution is a liability of the Fund from the day
when the distribution is declared until it is paid.
NAV
per Share is the NAV of the Fund divided by the number of outstanding
Shares.
Market
Risk
Trading
in futures contracts involves the Fund entering into contractual commitments to
purchase a particular commodity at a specified date and price. The market risk
associated with the Fund’s commitments to purchase commodities is limited to the
gross or face amount of the contracts held.
The
Fund’s exposure to market risk is also influenced by a number of factors
including the volatility of interest rates and foreign currency exchange rates,
the liquidity of the markets in which the contracts are traded and the
relationships among the contracts held. The inherent uncertainty of the Fund’s
trading as well as the development of drastic market occurrences could
ultimately lead to a loss of all or substantially all of the investors’
capital.
Credit
Risk
When
the Fund enters into futures contracts, the Fund is exposed to credit risk that
the counterparty to the contract will not meet its obligations. The counterparty
for futures contracts traded on United States and on most foreign futures
exchanges is the clearing house associated with the particular exchange. In
general, clearing houses are backed by their corporate members who may be
required to share in the financial burden resulting from the nonperformance by
one of their members and, as such, is designed to disperse and mitigate the
credit risk posed by any one member. In cases where the clearing house is not
backed by the clearing members (i.e., some foreign exchanges), it may be backed
by a consortium of banks or other financial institutions. There can be no
assurance that any counterparty, clearing member or clearinghouse will meet its
obligations to the Fund.
The
Commodity Broker, when acting as the Fund’s FCM in accepting orders for the
purchase or sale of domestic futures contracts, is required by CFTC regulations
to separately account for and segregate as belonging to the Fund all assets of
the Fund relating to domestic futures trading. The Commodity Broker is not
allowed to commingle such assets with other assets of the Commodity Broker. In
addition, CFTC regulations also require the Commodity Broker to hold in a secure
account assets of the Fund related to foreign futures trading. While these legal
requirements are designed to protect the customers of FCMs, a failure by the
Commodity Broker to comply with those requirements would be likely to have a
material adverse effect on the Fund in the event that the Commodity Broker
became insolvent or suffered other financial distress.
Liquidity
The
Fund’s entire source of capital is derived from the Fund’s offering of Shares to
Authorized Participants. The Fund in turn allocates its net assets to commodity
futures trading. A significant portion of the NAV may be held in United States
Treasury Obligations or cash, which may be used as margin for the Fund’s trading
in commodity futures contracts and United States Treasury Obligations, money
market mutual funds, cash and T-Bill ETFs, if any, which may be used for cash
management purposes. The amount of cash and/or United States Treasury
Obligations on deposit with the Commodity Broker may exceed the amount of margin
required to be on deposit, depending on market conditions and comparative yields
available from United States Treasury Obligations, money market funds, T-Bill
ETFs and cash held on deposit with Commodity Broker. The percentage that United
States Treasury Obligations bear to the total net assets will vary from period
to period as the market values of the Fund’s commodity interests change. All
remaining cash, money market mutual funds, T-Bill ETFs, if any, and United
States Treasury Obligations are on deposit with the Custodian. Interest earned
on the Fund’s interest-bearing funds and dividends from the Fund’s holdings of
money market mutual funds are paid to the Fund. Any dividends or distributions
of capital gains received from the Fund’s holdings of T-Bill ETFs, if any, are
paid to the Fund.
The
Fund’s commodity futures contracts may be subject to periods of illiquidity
because of market conditions, regulatory considerations or for other reasons.
For example, U.S. futures exchanges and some foreign exchanges have regulations
that limit the amount of fluctuation in futures contract prices that may occur
during a single business day. These limits are generally referred to as “daily
price fluctuation limits” or “daily limits,” and the maximum or minimum price of
a contract on any given day as a result of these limits is referred to as a
“limit price”. Once a limit price has been reached in a particular contract, it
is usually the case that no trades may be made at a different price than
specified in the limit. The duration of limit prices generally varies. Limit
prices may have the effect of precluding the Fund from trading in a particular
contract or requiring the Fund to liquidate contracts at disadvantageous times
or prices. Either of those outcomes could adversely affect the Fund’s ability to
pursue its investment objective.
Because
the Fund trades futures contracts, its capital is at risk due to changes in the
value of futures contracts (market risk) or the inability of counterparties
(including the Commodity Broker and/or exchange clearinghouses) to perform under
the terms of the contracts (credit risk).
On
any business day, an Authorized Participant may place an order with the Transfer
Agent to redeem one or more blocks of 50,000 Shares (“Creation Units”).
Redemption orders must be placed by 10:00 a.m., Eastern Time. The day on which
the Managing Owner receives a valid redemption order is the redemption order
date. The day on which a redemption order is settled is the redemption order
settlement date. As provided below, the redemption order settlement date may
occur up to one business day after the redemption order date. Redemption orders
are irrevocable. The redemption procedures allow Authorized Participants to
redeem Creation Units. Individual Shareholders may not redeem directly from the
Fund. Instead, individual Shareholders may only redeem Shares in integral
multiples of 50,000 and only through an Authorized Participant.
Unless
otherwise agreed to by the Managing Owner and the Authorized Participant as
provided in the next sentence, by placing a redemption order, an Authorized
Participant agrees to deliver the Creation Units to be redeemed through DTC’s
book-entry system to the Fund no later than the redemption order settlement date
as of 2:45 p.m., Eastern Time, on the business day immediately following the
redemption order date. Upon submission of a redemption order, the Authorized
Participant may request the Managing Owner to agree to a redemption order
settlement date up to one business day after the redemption order date. By
placing a redemption order, and prior to receipt of the redemption proceeds, an
Authorized Participant’s DTC account is charged the non-refundable transaction
fee due for the redemption order.
Redemption
orders may be placed either (i) through the Continuous Net Settlement (“CNS”)
clearing processes of the National Securities Clearing Corporation (the “NSCC”)
(the “CNS Clearing Process”) or (ii) if outside the CNS Clearing Process, only
through the facilities of The Depository Trust Company (“DTC” or the
“Depository”) (the “DTC Process”), or a successor depository, and only in
exchange for cash. By placing a redemption order, and prior to receipt of the
redemption proceeds, an Authorized Participant’s DTC account is charged the
non-refundable transaction fee due for the redemption order and such fee is not
borne by the Fund.
The
Fund is unaware of any known trends or any known demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in the
Fund’s liquidity increasing or decreasing in any material way.
Capital
Resources
The
Fund does not have any material cash requirements as of the end of the latest
fiscal period. The Fund is unaware of any known material trends, favorable or
unfavorable, in the Fund’s capital resources.
In
the normal course of its business, the Fund is a party to financial instruments
with off-balance sheet risk. The term “off-balance sheet risk” refers to an
unrecorded potential liability that, even though it does not appear on the
balance sheet, may result in a future obligation or loss. The financial
instruments used by the Fund are commodity futures, the values of which are
based upon an underlying asset and generally represent future commitments which
have a reasonable possibility to be settled in cash or through physical
delivery. The financial instruments are traded on an exchange and are
standardized contracts.
The
Fund has not utilized, nor does it expect to utilize in the future, special
purpose entities to facilitate off-balance sheet financing arrangements and has
no loan guarantee arrangements or off-balance sheet arrangements of any kind,
other than agreements entered into in the normal course of business noted above,
which may include indemnification provisions related to certain risks service
providers undertake in providing services to the Fund. While the Fund’s exposure
under such indemnification provisions cannot be estimated, these general
business indemnifications are not expected to have a material impact on the
Fund’s financial position. The Managing Owner expects the risk of loss relating
to indemnification to be remote.
The
Fund has financial obligations to the Managing Owner and the Commodity Broker
under the Trust Agreement and its agreement with the Commodity Broker (the
“Commodity Broker Agreement”), respectively. Management Fee payments made to the
Managing Owner, pursuant to the Trust Agreement, are calculated as a fixed
percentage of the Fund’s NAV. Commission payments to the Commodity Broker,
pursuant to the Commodity Broker Agreement, are on a contract-by-contract, or
round-turn, basis. As such, the Managing Owner cannot anticipate the number of
payments that will be required under these arrangements for future periods as
NAVs and trading activity will not be known until a future date. The Fund’s
agreement with the Commodity Broker may be terminated by either party for
various reasons. All Management Fees and commission payments are paid to the
Managing Owner and the Commodity Broker, respectively.
Cash
Flows
A
primary cash flow activity of the Fund is to raise capital from Authorized
Participants through the issuance of Shares. This cash is used to invest in
United States Treasury Obligations, money market mutual funds and T-Bill ETFs,
if any, and to meet margin requirements as a result of the positions taken in
futures contracts to match the fluctuations of the Index.
As
of the date of this Report, each of ABN AMRO Clearing Chicago LLC, Bank of
America Securities, BMO Capital Markets Corp., BNP Paribas Securities Corp.,
BofA Securities, Inc., Cantor Fitzgerald & Co., Citadel Securities LLC,
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs
& Co., Goldman Sachs Execution & Clearing LP, Interactive Brokers LLC,
Jane Street Capital LLC, Jefferies LLC, JP Morgan Securities Inc., Morgan
Stanley & Co. LLC, Nomura Securities
International
Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC,
and Virtu Americas LLC has executed a Participant Agreement and are the only
Authorized Participants.
Operating
Activities
Net
cash flow provided by (used in) operating activities was $38.7 million and
$137.5 million for the years ended December 31, 2025 and 2024, respectively.
These amounts primarily include net income (loss), net purchases and sales of
money market mutual funds and net purchases and sales of United States Treasury
Obligations and affiliated investments. The Fund invests in United States
Treasury Obligations, money market mutual funds and T-Bill ETFs (affiliated or
otherwise), if any, or maintains excess deposits with brokers for margin and/or
cash management purposes only. While the Fund's performance reflects the
appreciation and depreciation of those holdings, the Fund's performance, whether
positive or negative, is driven primarily by its strategy of trading futures
contracts with the aim of seeking to track the Index.
During
the year ended December 31, 2025, there were no purchases of United States
Treasury Obligations and $250.0 million was received from sales and maturing
United States Treasury Obligations. During the year ended December 31, 2024,
$536.7 million was paid to purchase United States Treasury Obligations and
$650.0 million was received from sales and maturing United States Treasury
Obligations. $456.3 million was received from sales of affiliated investments
and $524.0 million was paid to purchase affiliated investments during the year
ended December 31, 2025. $934.7 million was received from sales of affiliated
investments and $1,088.8 million was paid to purchase affiliated investments
during the year ended December 31, 2024.
Financing
Activities
The
Fund’s net cash flow provided by (used in) financing activities was $(52.2)
million and $(128.7) million during the years ended December 31, 2025 and 2024,
respectively. This included $176.6 million and $148.7 million from Shares
purchased by Authorized Participants and $202.9 million and $245.3 million from
Shares redeemed by Authorized Participants during the years ended December 31,
2025 and 2024, respectively. During the years ended December 31, 2025 and 2024,
distributions paid to Shareholders were $25.9 million and $32.1 million,
respectively.
Results
of Operations
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
The
following graphs illustrate the percentage changes in (i) the market price of
the Shares (as reflected by the line “Market”), (ii) the Fund’s NAV (as
reflected by the line “NAV”), and (iii) the closing levels of the Index (as
reflected by the line “DBIQ Opt Yield Diversified Comm Index ER”). Whenever the
Treasury Income, Money Market Income and T-Bill ETF Income, if any, earned by
the Fund exceeds Fund expenses, the price of the Shares generally exceeds the
levels of the Index primarily because the Share price reflects Treasury Income,
Money Market Income and T-Bill ETF Income from the Fund’s collateral holdings
whereas the Index does not consider such income. There can be no assurances that
the price of the Shares or the Fund’s NAV will exceed the Index
levels.
No
representation is being made that the Index will or is likely to achieve closing
levels consistent with or similar to those set forth herein. Similarly, no
representation is being made that the Fund will generate profits or losses
similar to the Fund’s past performance or changes in the Index closing levels.
Effective November 10, 2025, the Index methodology underwent a change.
Performance information included herein prior to November 10, 2025 may have
differed had the new methodology been in place.
COMPARISON
OF MARKET, NAV AND DBIQ DIVERSIFIED AGRICULTURE INDEX ERTM
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024

NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND
CHANGES,
POSITIVE
OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.

NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND
CHANGES,
POSITIVE
OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
Performance
Summary
This
Report covers the years ended December 31, 2025 and 2024. For performance
discussion related to the year ended December 31, 2023, see the annual report
for the year ended December 31, 2023 available at
http://www.invesco.com/ETFs.
Past
performance of the Fund is not necessarily indicative of future
performance.
The
Index is intended to reflect the changes in market value, positive or negative,
of the Index Commodities. The Index is intended to reflect the economic
performance of investing in commodities in the agriculture sector. The DBIQ
Diversified Agriculture Index Total Return™ (the “DBIQ Diversified Agriculture
TR™”) consists of the Index plus 3-month United States Treasury Obligations
returns. Past results of the Index and the DBIQ Diversified Agriculture TR™ are
not necessarily indicative of future changes, positive or negative.
The
section “Summary of the DBIQ Diversified Agriculture TR™ and Underlying Index
Commodity Returns for the Years Ended December 31, 2025 and 2024” below provides
an overview of the changes in the closing levels of DBIQ Diversified Agriculture
TR™ by disclosing the change in market value of each underlying component Index
Commodity through a “surrogate” (and analogous) index that also reflects 3 month
United States Treasury Obligations returns. Please note also that the Fund’s
objective is to track the Index (not DBIQ Diversified Agriculture TR™) and the
Fund does not attempt to outperform or underperform the Index. The Index employs
the optimum yield roll method in trading certain Index Contracts with the
objective of mitigating the negative effects of contango, the condition in which
distant delivery prices for futures exceed spot prices, and maximizing the
positive effects of backwardation, a condition opposite of contango.
Summary
of the DBIQ Diversified Agriculture TR™ and Underlying Index Commodity Returns
for the Years Ended December 31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
AGGREGATE
RETURNS |
|
|
|
|
Years
Ended December 31, |
|
|
Underlying
Index |
|
2025 |
|
|
2024 |
|
|
DB Cocoa
Indices |
|
|
(37.16 |
)% |
|
|
324.61 |
% |
|
DB
Coffee Indices |
|
|
30.17 |
|
|
|
85.74 |
|
|
DB Corn
Indices |
|
|
(7.74 |
) |
|
|
(18.05 |
) |
|
DB
Cotton Indices |
|
|
(8.20 |
) |
|
|
(15.25 |
) |
|
DB
Feeder Cattle Indices |
|
|
39.94 |
|
|
|
20.06 |
|
|
DB
Kansas City Wheat Indices |
|
|
(13.41 |
) |
|
|
(11.53 |
) |
|
DB Lean
Hogs Indices |
|
|
7.55 |
|
|
|
23.11 |
|
|
DB Live
Cattle Indices |
|
|
33.91 |
|
|
|
20.73 |
|
|
DB
Soybeans Indices |
|
|
3.52 |
|
|
|
(16.93 |
) |
|
DB
Soybean Meal Indices |
|
|
(12.14 |
) |
|
— |
|
|
DB
Soybean Oil Indices |
|
|
18.94 |
|
|
— |
|
|
DB Sugar
Indices |
|
|
(13.51 |
) |
|
|
(6.94 |
) |
|
DB Wheat
Indices |
|
|
(14.20 |
) |
|
|
(16.76 |
) |
|
AGGREGATE
RETURNS |
|
|
0.35 |
% |
|
|
34.65 |
% |
If
the Fund’s Treasury Income, Money Market Income and T-Bill ETF Income were to
exceed the Fund’s fees and expenses, the aggregate return on an investment in
the Fund would be expected to outperform the Index and underperform the DBIQ
Diversified Agriculture TR™. The only difference between (i) the Index (the
“Excess Return Index”) and (ii) the DBIQ Diversified Agriculture TR™ (the “Total
Return Index”) is that the Excess Return Index does not include interest income
from fixed income securities while the Total Return Index does include such a
component. Thus, the difference between the Excess Return Index and the Total
Return Index is attributable entirely to the interest income attributable to the
fixed income securities reflected in the Total Return Index. The Total Return
Index does not actually hold any fixed income securities. If the Fund’s Treasury
Income, Money Market Income and T-Bill ETF Income, if any, exceeds the Fund’s
fees and expenses, then the amount of such excess is expected to be distributed
periodically. The market price of the Shares is expected to closely track the
Excess Return Index. The aggregate return on an investment in the Fund over any
period is the sum of the capital appreciation or depreciation of the Shares over
the period, plus the amount of any distributions during the period.
Consequently, the Fund’s aggregate return is expected to outperform the Excess
Return Index by the amount of the excess, if any, of the Fund’s Treasury Income,
Money Market Income and T-Bill ETF Income over its fees and expenses. As a
result of the Fund’s fees and expenses, however, the aggregate return on the
Fund is expected to underperform the Total Return Index. If the Fund’s fees and
expenses were to exceed the Fund’s Treasury Income, Money Market Income and
T-Bill ETF Income, if any, the aggregate return on an investment in the Fund is
expected to underperform the Excess Return Index.
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Fund
Share Price Performance
For
the year ended December 31, 2025, the NYSE Arca market value of each Share
decreased from $26.59 per Share to $25.54 per Share. The Share price low and
high for the year ended December 31, 2025 and related change from the Share
price on December 31, 2024 was as follows: Shares traded at a low of $25.28 per
Share (-4.93%) on April 8, 2025, and a high of $28.35 per Share
(+6.62%)
on February 18, 2025.
On
December 26, 2025, the Fund paid a distribution of $0.91237 for each General
Share and Share to holders of record as of December 22, 2025.
Therefore, the
total return for the Fund on a market value basis was -0.51%.
Despite
a solid rebound in the third quarter, the Fund ended 2025 with negative
performance, driven primarily by pronounced losses in the fourth quarter. Cocoa
was the largest detractor for the year, as prices fell sharply in the third
quarter amid weakening demand and continued to decline through year‑end. Sugar
also weighed heavily on performance, pressured by supply increases. Grains
detracted as well, with tariffs dampening export activity while abundant
harvests kept global supplies elevated. These losses were offset by gains in
coffee and cattle, the Fund’s strongest contributors. Coffee delivered robust
gains for the year despite pullbacks in the second quarter and fourth quarter,
supported by persistent supply concerns and the temporary 50% tariff on imports
from Brazil. Cattle continued its steady, positive contribution, with prices
buoyed by historically tight U.S. herd levels and resilient consumer
demand.
For
the year ended December 31, 2024, the NYSE Arca market value of each Share
increased from $20.73 per Share to $26.59 per Share. The Share price low and
high for the year ended December 31, 2024 and related change from the Share
price on December 31, 2023 was as follows: Shares traded at a low of $20.52 per
Share (-1.01%) on January 8, 2024, and a high of $27.84 per Share (+34.30%) on
December 18, 2024. On December 27, 2024, the Fund paid a distribution of
$1.08408 for each General Share and Share to holders of record as of December
23, 2024. Therefore,
the
total return for the Fund on a market value basis was +33.53%.
Agricultural
commodities wrapped up 2024 with strong positive performance, though cocoa
accounted for the bulk of the gains. Front month cocoa prices skyrocketed over
180% between the start of the year and peaked in mid-April, repeatedly
surpassing all-time highs as crop-damaging disease and adverse weather in West
Africa fueled worries for a global cocoa supply shortfall. While prices did ease
in the second and third quarters on increased profit-taking, cocoa again gained
in the fourth quarter, locking in a yearly return of 180%. The other top
contributor was coffee, which rallied 70% for the year due to supply concerns.
Conversely, despite a short lived rally in April and May that sent wheat
skyrocketing due to renewed weather concerns, grains all retreated due to ample
global supplies and lacking US competitiveness.
Fund
Share Net Asset Performance
For
the year ended December 31, 2025, the NAV of each Share decreased from $26.60
per Share to $25.54 per Share. Rising commodity futures contract prices of
Coffee, Feeder Cattle, Lean Hogs, Live Cattle, Soybeans and Soybean Oil were
partially offset by falling commodity futures contract prices of Cocoa, Corn,
Cotton, Kansas City Wheat, Soybean Meal, Sugar and Wheat during the year ended
December 31, 2025, contributing to an overall 3.72% decrease in the level of the
Index and to a 0.35% increase in the level of the DBIQ Diversified Agriculture
TR™. On December 26, 2025, the Fund paid a distribution of $0.91237 for each
General Share and Share to holders of record as of December 22, 2025. Therefore,
the total return for the Fund on a NAV basis was -0.54%.
Net
income (loss) for the year ended December 31, 2025 was $(9.8) million, resulting
from $33.1 million of income, net realized gain (loss) of $24.1 million, net
change in unrealized gain (loss) of $(60.3) million and net operating expenses
of $6.7 million.
For
the year ended December 31, 2024, the NAV of each Share increased from $20.74
per Share to $26.60 per Share. Rising commodity futures contract prices of
Cocoa, Coffee, Feeder Cattle, Lean Hogs and Live Cattle were partially offset by
falling commodity futures contract prices of Corn, Cotton, Kansas City Wheat,
Soybean, Sugar and Wheat during the year ended December 31, 2024, contributing
to an overall 27.94% increase in the level of the Index and to a 34.65% increase
in the level of the DBIQ Diversified Agriculture TR™. On December 27, 2024, the
Fund paid a distribution of $1.08408 for each General Share and Share to holders
of record as of December 23, 2024. Therefore, the total return for the Fund on a
NAV basis was +33.51%.
Net
income (loss) for the year ended December 31, 2024 was $210.4 million, resulting
from $38.0 million of income, net realized gain (loss) of $112.4 million, net
change in unrealized gain (loss) of $66.5 million and net operating expenses of
$6.5 million.
Critical
Accounting Estimates
Preparation
of the financial statements and related disclosures in conformity with U.S. GAAP
requires the application of appropriate accounting rules and guidance, as well
as the use of estimates, and requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, revenue
and expense and related disclosure of contingent assets and liabilities during
the reporting period of the financial statements and accompanying notes. The
Fund’s application of these policies involves judgments and actual results may
differ from the estimates used.
There
were no material estimates, which involve a significant level of estimation
uncertainty and had or are reasonably likely to have had a material impact on
the Fund’s financial condition, used in the preparation of these financial
statements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
The
Fund is designed to track the performance of the Index. The market sensitive
instruments held by it are subject to the risk of trading loss. Unlike an
operating company, the risk of market sensitive instruments is integral, not
incidental, to the Fund’s main line of business.
Market
movements can produce frequent changes in the fair market value of the Fund’s
open positions and, consequently, in its earnings and cash flow. The Fund’s
market risk is primarily influenced by changes in the prices of
commodities.
Standard
of Materiality
Materiality
as used in this section, “Quantitative and Qualitative Disclosures About Market
Risk,” is based on an assessment of reasonably possible market movements and the
potential losses caused by such movements, taking into account the effects of
margin, and any other multiplier features, as applicable, of the Fund’s market
sensitive instruments.
QUANTIFYING
THE FUND’S TRADING VALUE AT RISK
Quantitative
Forward-Looking Statements
The
following quantitative disclosures regarding the Fund’s market risk exposures
contain “forward-looking statements” within the meaning of the safe harbor from
civil liability provided for such statements by the Private Securities
Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of
1933 (the “Securities Act”) and Section 21E of the Exchange Act). All
quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact (such as the dollar amount of maintenance margin required for market risk
sensitive instruments held at the end of the reporting period).
Value
at Risk (“VaR”) is a statistical measure of the value of losses that would not
be expected to be exceeded over a given time horizon and at a given probability
level arising from movement of underlying risk factors. Loss is measured as a
decline in the fair value of the portfolio as a result of changes in any of the
material variables by which fair values are determined. VaR is measured over a
specified holding period (one day) and to a specified level of statistical
confidence (99th percentile). However, the inherent uncertainty in the markets
in which the Fund trades and the recurrence in the markets traded by the Fund of
market movements far exceeding expectations could result in actual trading or
non-trading losses far beyond the indicated VaR or the Fund’s experience to date
(i.e., “risk of ruin”). In light of these considerations, as well as the risks
and uncertainties intrinsic to all future projections, the following VaR
presentation does not constitute any assurance or representation that the Fund’s
losses in any market sector will be limited to VaR.
THE
FUND’S TRADING VALUE AT RISK
The
Fund calculates VaR using the actual historical market movements of the Fund’s
net assets.
The
following table indicates the trading VaR associated with the Fund’s net assets
as of December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
For
the Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2025 |
|
|
Description |
|
Net
Assets |
|
|
Daily
Volatility |
|
|
VaR* (99
Percentile) |
|
|
Number
of times VaR Exceeded |
|
|
Invesco
DB Agriculture Fund |
|
$ |
722,802,601 |
|
|
|
0.67 |
% |
|
$ |
11,247,582 |
|
|
|
9 |
|
The
following table indicates the trading VaR associated with the Fund’s net assets
as of December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
For
the Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2024 |
|
|
Description |
|
Net
Assets |
|
|
Daily
Volatility |
|
|
VaR* (99
Percentile) |
|
|
Number
of times VaR Exceeded |
|
|
Invesco
DB Agriculture Fund |
|
$ |
787,381,694 |
|
|
|
0.90 |
% |
|
$ |
16,532,043 |
|
|
|
8 |
|
*
The VaR represents the one day downside risk, under normal market conditions,
with a 99% confidence level. It is calculated using historical market moves of
the Fund’s net assets and uses a one year look back.
THE
FUND’S NON-TRADING MARKET RISK
The
Fund has non-trading market risk as a result of investing in short-term United
States Treasury Obligations, T-Bill ETFs and money market mutual funds. The
market risk represented by these investments is not expected to be material.
Although the Fund purchases and sells shares of T-Bill ETFs on an exchange, it
does not establish or liquidate those positions for trading
purposes.
QUALITATIVE
DISCLOSURES REGARDING PRIMARY TRADING MARKET RISK EXPOSURES
The
following qualitative disclosures regarding the Fund’s market risk
exposures—except for those disclosures that are statements of historical
fact—constitute forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. The Fund’s primary
market risk exposures are subject to numerous uncertainties, contingencies and
risks. Government interventions, defaults and expropriations, illiquid markets,
the emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures of the Fund. The Fund’s current market
exposure may change materially. Investors may lose all or substantially all of
their investment in the Fund.
The
following were the primary trading risk exposures of the Fund as of December 31,
2025 by Index Commodity:
Corn
The
price of corn is volatile. The price movement of corn may be influenced by three
primary supply factors: farmer planting decisions, climate, and government
agricultural policies and three major market demand factors: livestock feeding,
shortages or surpluses of world grain supplies, and domestic and foreign
government policies and trade agreements. Additionally, the price movement of
corn may be influenced by a variety of other factors, including weather
conditions, disease, transportation costs, political uncertainties and economic
concerns.
Wheat
and Kansas City Wheat
The
price of wheat is volatile. The price movement of wheat may be influenced by
three primary supply factors: farmer planting decisions, climate, and government
agricultural policies and three major market demand factors: food, shortages or
surpluses of world grain supplies, and domestic and foreign government policies
and trade agreements. Additionally, the price movement of wheat may be
influenced by a variety of other factors, including weather conditions, disease,
transportation costs, political uncertainties and economic concerns.
Soybeans
The
price of soybeans is volatile. The price movement of soybeans may be influenced
by a variety of factors, including demand, weather conditions, disease, crop
production, transportation costs, political uncertainties and economic
concerns.
Soybean
Meal
The
soybean processing industry converts soybeans into soybean meal. Soybean meal is
processed into soy flour or soy protein, which are used, along with other
commodities, by livestock producers and the fish farming industry as feed. The
price movement of soybeans may be influenced by a variety of factors, including
demand, weather conditions, disease, crop production, transportation costs,
political uncertainties and economic concerns.
Soybean
Oil
Soybean
oil is sold in multiple grades and is used by the food, petroleum, and chemical
industries. The food industry uses soybean oil in cooking and salad dressings,
baking and frying fats, and butter substitutes, among other uses. In addition,
the soybean industry continues to introduce soy-based products as substitutes to
various petroleum-based products including lubricants, plastics, inks, crayons,
and candles. Soybean oil is also converted to biodiesel and renewable diesel for
use as fuel. The price movement of soybeans may be influenced by a variety of
factors, including demand, weather conditions, disease, crop production,
transportation costs, political uncertainties and economic concerns.
Sugar
The
price of sugar is volatile. The price movement of sugar may be influenced by a
variety of factors, including demand, weather conditions, disease, crop
production, transportation costs, political uncertainties and economic
concerns.
Cocoa
The
price of cocoa is volatile. The price movement of cocoa may be influenced by a
variety of factors, including demand, weather conditions, disease, crop
production, transportation costs, political uncertainties and economic
concerns.
Coffee
The
price of coffee is volatile. The price movement of coffee may be influenced by a
variety of factors, including demand, weather conditions, disease, crop
production, transportation costs, political uncertainties and economic
concerns.
Cotton
The
price of cotton is volatile. The price movement of cotton may be influenced by a
variety of factors, including demand, weather conditions, disease, crop
production, transportation costs, political uncertainties and economic
concerns.
Live
Cattle
The
price of live cattle is volatile. The price movement of live cattle may be
influenced by a variety of factors, including demand, weather conditions,
disease, agricultural feed prices (i.e. corn, milo, wheat, soybeans, hay and
alfalfa), live cattle production, transportation costs, political uncertainties
and economic concerns.
Feeder
Cattle
The
price of feeder cattle is volatile. The price movement of feeder cattle may be
influenced by a variety of factors, including demand, weather conditions,
disease, agricultural feed prices (i.e. corn, milo, wheat, soybeans, hay and
alfalfa), feeder cattle production, transportation costs, political
uncertainties and economic concerns.
Lean
Hogs
The
price of lean hogs is volatile. The price movement of lean hogs may be
influenced by a variety of factors, including demand, weather conditions,
disease, agricultural feed prices (i.e. corn), hog production, crop production,
transportation costs, political uncertainties and economic concerns.
QUALITATIVE
DISCLOSURES REGARDING NON-TRADING MARKET RISK EXPOSURE
As
noted above, the Fund has non-trading market risk as a result of investing in
short-term United States Treasury Obligations, T-Bill ETFs and money market
mutual funds. The market risk represented by these investments is not expected
to be material.
QUALITATIVE
DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
Under
ordinary circumstances, the Managing Owner’s exercise of discretionary power is
limited to determining whether the Fund will make a distribution. Under
emergency or extraordinary circumstances, the Managing Owner’s use of its
discretionary powers may increase. These special circumstances, for example,
include the unavailability of the Index or certain natural or man-made
disasters. The Managing Owner does not actively manage the Fund to avoid losses.
The Fund only takes long positions in investments and does not employ
“stop-loss” techniques.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
|
|
| |
|
Documents |
|
Page |
|
|
|
|
|
Report
of Management on Internal Control Over Financial
Reporting |
|
34 |
|
Report
of Independent Registered Public Accounting Firm (PCAOB
ID 238) |
|
35 |
|
Statements
of Financial Condition as of December 31, 2025 and 2024 |
|
37 |
|
Schedule
of Investments as of December 31, 2025 |
|
38 |
|
Schedule
of Investments as of December 31, 2024 |
|
39 |
|
Statements
of Income and Expenses for the Years Ended December 31, 2025, 2024 and
2023 |
|
40 |
|
Statement
of Changes in Shareholders’ Equity for the Year Ended December 31,
2025 |
|
41 |
|
Statement
of Changes in Shareholders’ Equity for the Year Ended December 31,
2024 |
|
42 |
|
Statement
of Changes in Shareholders’ Equity for the Year Ended December 31,
2023 |
|
43 |
|
Statements
of Cash Flows for the Years Ended December 31, 2025, 2024 and
2023 |
|
44 |
|
Notes
to Financial Statements |
|
45 |
Report
of Management
on Internal Control Over Financial Reporting
Management
of Invesco Capital Management LLC, as managing owner (the “Managing Owner”) of
Invesco DB Agriculture Fund (the “Fund”), is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
We,
Brian Hartigan, Principal Executive Officer, and Kelli Gallegos, Principal
Financial and Accounting Officer, Investment Pools, of the Managing Owner,
assessed the effectiveness of the Fund’s internal control over financial
reporting as of December 31, 2025. In making this assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal
Control—Integrated Framework
(2013). Based on our assessment and those criteria, we have concluded that the
Fund maintained effective internal control over financial reporting as of
December 31, 2025.
The
Fund’s independent registered public accounting firm, PricewaterhouseCoopers
LLP,
has audited the Fund’s internal control over financial reporting as of
December
31, 2025, as stated in their report on page 35
of the Fund’s Annual Report on Form 10-K.
|
|
|
| |
|
By: |
|
/S/
BRIAN HARTIGAN
|
|
|
Name: |
|
Brian
Hartigan |
|
|
Title: |
|
Principal
Executive Officer
|
|
|
|
|
|
|
By: |
|
/S/ KELLI
GALLEGOS
|
|
|
Name: |
|
Kelli
Gallegos |
|
|
Title: |
|
Principal
Financial and Accounting
Officer,
Investment Pools
|
|
February
27, 2026
Report
of Independent
Registered Public Accounting Firm
To
the
Board
of Managers of Invesco Capital Management LLC (as Managing Owner of Invesco DB
Multi-Sector Commodity Trust) and Shareholders of Invesco DB Agriculture
Fund
Opinions
on the Financial Statements and Internal Control over Financial
Reporting
We
have audited the accompanying statements of financial condition, including the
schedules of investments, of Invesco DB Agriculture Fund (one of the funds
constituting Invesco DB Multi-Sector Commodity Trust, hereafter referred to as
the “Fund”) as of December 31, 2025 and 2024, and the related statements of
income and expenses, of changes in shareholders’ equity and of cash flows for
each of the three years in the period ended December 31, 2025, including the
related notes (collectively referred to as the “financial statements”). We also
have audited the Fund’s internal control over financial reporting as of December
31, 2025, based on criteria established in Internal
Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Fund as of December 31, 2025
and 2024, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2025 in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the Fund maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2025, based on criteria
established in Internal
Control - Integrated Framework
(2013) issued by the COSO.
Basis
for Opinions
The
Fund's management is responsible for these financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting, included in the
accompanying Report of Management on Internal Control Over Financial Reporting.
Our responsibility is to express opinions on the Fund’s financial statements and
on the Fund's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Fund in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material
respects.
Our
audits of the financial statements included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition
and Limitations of Internal Control over Financial Reporting
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes
in
accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit
committee and that (i) relate to accounts or disclosures that are material to
the financial statements and (ii) involved our especially challenging,
subjective, or complex judgments. We determined there are no critical audit
matters.
/s/PricewaterhouseCoopers
LLP
Chicago,
Illinois
February
27, 2026
We
have served as the Fund’s auditor since 2013.
Invesco
DB Agriculture Fund
Statements
of Financial Condition
December
31, 2025 and 2024
|
|
|
|
|
|
|
|
| |
|
|
|
December
31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
Assets |
|
|
|
|
|
|
|
United
States Treasury Obligations, at value (cost $0 and
$245,521,628,
respectively) |
|
$ |
— |
|
|
$ |
245,783,215 |
|
|
Affiliated
Investments, at value (cost $589,419,229 and
$521,694,550, respectively) |
|
|
589,685,144 |
|
|
|
521,903,775 |
|
|
Other
investments: |
|
|
|
|
|
|
|
Variation
margin receivable- Commodity Futures Contracts |
|
|
— |
|
|
|
5,161,930 |
|
|
Cash
held by custodian |
|
|
— |
|
|
|
13,472,216 |
|
|
Deposit
with Commodity Broker |
|
|
134,602,431 |
|
|
|
— |
|
|
Receivable
for: |
|
|
|
|
|
|
|
Dividends
from affiliates |
|
|
1,556,407 |
|
|
|
1,593,755 |
|
|
Total
assets |
|
$ |
725,843,982 |
|
|
$ |
787,914,891 |
|
|
Liabilities |
|
|
|
|
|
|
|
Payable
for: |
|
|
|
|
|
|
|
Fund
shares reacquired |
|
$ |
2,554,071 |
|
|
$ |
— |
|
|
Management
fees |
|
|
487,310 |
|
|
|
528,933 |
|
|
Brokerage
commissions and fees |
|
|
— |
|
|
|
4,264 |
|
|
Total
liabilities |
|
|
3,041,381 |
|
|
|
533,197 |
|
|
Commitments
and Contingencies (Note 10) |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Shareholder's
equity—General Shares |
|
|
1,022 |
|
|
|
1,064 |
|
|
Shareholders'
equity—Shares |
|
|
722,801,579 |
|
|
|
787,380,630 |
|
|
Total
shareholders' equity |
|
|
722,802,601 |
|
|
|
787,381,694 |
|
|
Total
liabilities and equity |
|
$ |
725,843,982 |
|
|
$ |
787,914,891 |
|
|
General
Shares outstanding |
|
40 |
|
|
40 |
|
|
Shares
outstanding |
|
|
28,300,000 |
|
|
|
29,600,000 |
|
|
Net
asset value per share |
|
$ |
25.54 |
|
|
$ |
26.60 |
|
|
Market
value per share |
|
$ |
25.54 |
|
|
$ |
26.59 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Schedule
of Investments
December
31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Description |
|
Percentage
of Shareholders' Equity |
|
|
Value |
|
|
Shares |
|
|
Affiliated
Investments |
|
|
|
|
|
|
|
|
|
|
Exchange-Traded
Fund |
|
|
|
|
|
|
|
|
|
|
Invesco
Short Term Treasury ETF (cost $119,520,055)
(a) |
|
|
16.57 |
% |
|
$ |
119,785,970 |
|
|
|
1,133,800 |
|
|
Money
Market Mutual Fund |
|
|
|
|
|
|
|
|
|
|
Invesco
Government & Agency Portfolio, Institutional
Class, 3.68% (cost
$469,899,174)
(a)(b) |
|
|
65.01 |
|
|
|
469,899,174 |
|
|
|
469,899,174 |
|
|
Total
Affiliated Investments (cost $589,419,229) |
|
|
81.58 |
% |
|
$ |
589,685,144 |
|
|
|
|
|
Total
Investments in Securities (cost $589,419,229) |
|
|
81.58 |
% |
|
$ |
589,685,144 |
|
|
|
|
(a)
Affiliated
issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd.,
or is affiliated by having an investment adviser that is under common control of
Invesco Ltd. See Note 8.
(b)
The
rate shown is the 7-day SEC standardized yield as of December
31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Open
Commodity Futures Contracts |
|
Number
of Contracts |
|
|
Expiration
Date |
|
Notional Value |
|
|
Value(c) |
|
|
Unrealized Appreciation (Depreciation)(c) |
|
|
Long
Futures Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
Corn |
|
|
4,624 |
|
|
September
- 2026 |
|
$ |
103,693,199 |
|
|
$ |
1,117,610 |
|
|
$ |
1,117,610 |
|
|
CBOT
Soybean |
|
|
1,721 |
|
|
November
- 2026 |
|
|
91,600,225 |
|
|
|
(687,107 |
) |
|
|
(687,107 |
) |
|
CBOT
Soybean Meal |
|
|
1,110 |
|
|
May -
2026 |
|
|
33,744,000 |
|
|
|
(2,685,685 |
) |
|
|
(2,685,685 |
) |
|
CBOT
Soybean Oil |
|
|
1,262 |
|
|
December
- 2026 |
|
|
37,148,232 |
|
|
|
(1,546,003 |
) |
|
|
(1,546,003 |
) |
|
CBOT
Wheat |
|
|
1,723 |
|
|
July -
2026 |
|
|
45,767,188 |
|
|
|
(6,112,428 |
) |
|
|
(6,112,428 |
) |
|
CBOT
Wheat KCB |
|
|
1,294 |
|
|
July -
2026 |
|
|
35,067,400 |
|
|
|
(4,501,617 |
) |
|
|
(4,501,617 |
) |
|
CME
Feeder Cattle |
|
|
283 |
|
|
March -
2026 |
|
|
48,863,445 |
|
|
|
2,318,906 |
|
|
|
2,318,906 |
|
|
CME Lean
Hogs |
|
|
2,279 |
|
|
October
- 2026 |
|
|
79,058,510 |
|
|
|
3,192,572 |
|
|
|
3,192,572 |
|
|
CME Live
Cattle |
|
|
1,122 |
|
|
August -
2026 |
|
|
100,329,115 |
|
|
|
6,273,149 |
|
|
|
6,273,149 |
|
|
NYB-ICE
Cocoa |
|
|
603 |
|
|
December
- 2026 |
|
|
36,698,580 |
|
|
|
(261,756 |
) |
|
|
(261,756 |
) |
|
NYB-ICE
Coffee |
|
|
277 |
|
|
September
- 2026 |
|
|
33,254,056 |
|
|
|
(2,333,792 |
) |
|
|
(2,333,792 |
) |
|
NYB-ICE
Cotton |
|
|
1,071 |
|
|
December
- 2026 |
|
|
36,601,425 |
|
|
|
131,260 |
|
|
|
131,260 |
|
|
NYB-ICE
Sugar |
|
|
2,480 |
|
|
June -
2026 |
|
|
40,858,496 |
|
|
|
(5,734,251 |
) |
|
|
(5,734,251 |
) |
|
Total
Commodity Futures Contracts |
|
|
|
|
|
|
|
|
|
$ |
(10,829,142 |
) |
|
$ |
(10,829,142 |
) |
(c)
Unrealized
Appreciation (Depreciation) and Value are presented above, net by
contract.
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Schedule
of Investments
December
31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Description |
|
Percentage
of Shareholders' Equity |
|
|
Value |
|
|
Principal
Value |
|
|
United
States Treasury Obligations (a) |
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury Bills, 4.340% due
May 29,
2025
(b) |
|
|
31.22 |
% |
|
$ |
245,783,215 |
|
|
$ |
250,000,000 |
|
|
Total
United States Treasury Obligations (cost $245,521,628) |
|
|
31.22 |
% |
|
$ |
245,783,215 |
|
|
|
|
|
Affiliated
Investments |
|
|
|
|
|
|
|
Shares |
|
|
Exchange-Traded
Fund |
|
|
|
|
|
|
|
|
|
|
Invesco
Short Term Treasury ETF (cost $119,520,055)
(c) |
|
|
15.20 |
% |
|
$ |
119,729,280 |
|
|
|
1,133,800 |
|
|
Money
Market Mutual Fund |
|
|
|
|
|
|
|
|
|
|
Invesco
Government & Agency Portfolio, Institutional
Class, 4.43% (cost
$402,174,495)
(c)(d) |
|
|
51.08 |
|
|
|
402,174,495 |
|
|
|
402,174,495 |
|
|
Total
Affiliated Investments (cost $521,694,550) |
|
|
66.28 |
% |
|
$ |
521,903,775 |
|
|
|
|
|
Total
Investments in Securities (cost $767,216,178) |
|
|
97.50 |
% |
|
$ |
767,686,990 |
|
|
|
|
(a)
Security
may be traded on a discount basis. The interest rate shown represents the
discount rate at the most recent auction date of the security prior to period
end.
(b)
United
States Treasury Obligations of $147,450,000
are on deposit with the Commodity Broker and held as maintenance margin for open
futures contracts.
(c)
Affiliated
issuer. The issuer and/or the Fund is a wholly-owned subsidiary of Invesco Ltd.,
or is affiliated by having an investment adviser that is under common control of
Invesco Ltd. See Note 8.
(d)
The
rate shown is the 7-day SEC standardized yield as of December
31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Open
Commodity Futures Contracts |
|
Number
of Contracts |
|
|
Expiration
Date |
|
Notional Value |
|
|
Value(e) |
|
|
Unrealized Appreciation (Depreciation)(e) |
|
|
Long
Futures Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBOT
Corn |
|
|
4,074 |
|
|
September
- 2025 |
|
$ |
90,137,250 |
|
|
$ |
77,936 |
|
|
$ |
77,936 |
|
|
CBOT
Soybean |
|
|
1,725 |
|
|
November
- 2025 |
|
|
88,427,813 |
|
|
|
(3,646,729 |
) |
|
|
(3,646,729 |
) |
|
CBOT
Wheat |
|
|
1,501 |
|
|
July -
2025 |
|
|
42,740,975 |
|
|
|
(8,069,097 |
) |
|
|
(8,069,097 |
) |
|
CBOT
Wheat KCB |
|
|
1,524 |
|
|
July -
2025 |
|
|
43,891,200 |
|
|
|
(7,505,215 |
) |
|
|
(7,505,215 |
) |
|
CME
Feeder Cattle |
|
|
252 |
|
|
March -
2025 |
|
|
33,134,850 |
|
|
|
965,581 |
|
|
|
965,581 |
|
|
CME Lean
Hogs |
|
|
1,783 |
|
|
February
- 2025 |
|
|
57,983,160 |
|
|
|
(2,648,322 |
) |
|
|
(2,648,322 |
) |
|
CME Live
Cattle |
|
|
1,225 |
|
|
February
- 2025 |
|
|
93,884,000 |
|
|
|
2,605,530 |
|
|
|
2,605,530 |
|
|
NYB-ICE
Cocoa |
|
|
1,155 |
|
|
March -
2025 |
|
|
134,846,250 |
|
|
|
53,511,100 |
|
|
|
53,511,100 |
|
|
NYB-ICE
Coffee |
|
|
850 |
|
|
March -
2025 |
|
|
101,920,313 |
|
|
|
21,160,902 |
|
|
|
21,160,902 |
|
|
NYB-ICE
Cotton |
|
|
551 |
|
|
March -
2025 |
|
|
18,844,200 |
|
|
|
(1,188,359 |
) |
|
|
(1,188,359 |
) |
|
NYB-ICE
Sugar |
|
|
4,132 |
|
|
July -
2025 |
|
|
80,987,200 |
|
|
|
(5,962,014 |
) |
|
|
(5,962,014 |
) |
|
Total
Commodity Futures Contracts |
|
|
|
|
|
|
|
|
|
$ |
49,301,313 |
|
|
$ |
49,301,313 |
|
(e)
Unrealized
Appreciation (Depreciation) and Value are presented above, net by
contract.
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Statements
of Income and Expenses
For
the Years Ended December 31, 2025, 2024 and 2023
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Income |
|
|
|
|
|
|
|
|
|
|
Interest
Income |
|
$ |
9,181,720 |
|
|
$ |
16,415,905 |
|
|
$ |
19,053,854 |
|
|
Dividends
from Affiliates |
|
|
23,910,823 |
|
|
|
21,577,336 |
|
|
|
24,359,948 |
|
|
Total
Income |
|
|
33,092,543 |
|
|
|
37,993,241 |
|
|
|
43,413,802 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
Management
Fees |
|
|
6,845,469 |
|
|
|
6,272,247 |
|
|
|
7,445,363 |
|
|
Brokerage
Commissions and Fees |
|
|
372,021 |
|
|
|
380,564 |
|
|
|
526,069 |
|
|
Interest
Expense |
|
|
45,432 |
|
|
|
206,850 |
|
|
|
148,839 |
|
|
Total
Expenses |
|
|
7,262,922 |
|
|
|
6,859,661 |
|
|
|
8,120,271 |
|
|
Less:
Waivers |
|
|
(544,371 |
) |
|
|
(379,711 |
) |
|
|
(463,155 |
) |
|
Net
Expenses |
|
|
6,718,551 |
|
|
|
6,479,950 |
|
|
|
7,657,116 |
|
|
Net
Investment Income (Loss) |
|
|
26,373,992 |
|
|
|
31,513,291 |
|
|
|
35,756,686 |
|
|
Net
Realized and Net Change in Unrealized Gain (Loss) on
United States Treasury Obligations, Affiliated
Investments and Commodity Futures
Contracts |
|
|
|
|
|
|
|
|
|
|
Net
Realized Gain (Loss) on |
|
|
|
|
|
|
|
|
|
|
United
States Treasury Obligations |
|
|
— |
|
|
|
2 |
|
|
|
74 |
|
|
Commodity
Futures Contracts |
|
|
24,130,345 |
|
|
|
112,377,237 |
|
|
|
32,701,174 |
|
|
Net
Realized Gain (Loss) |
|
|
24,130,345 |
|
|
|
112,377,239 |
|
|
|
32,701,248 |
|
|
Net
Change in Unrealized Gain (Loss) on |
|
|
|
|
|
|
|
|
|
|
United
States Treasury Obligations |
|
|
(261,587 |
) |
|
|
(90,747 |
) |
|
|
171,804 |
|
|
Affiliated
Investments |
|
|
56,690 |
|
|
|
(5,669 |
) |
|
|
279,064 |
|
|
Commodity
Futures Contracts |
|
|
(60,130,455 |
) |
|
|
66,600,560 |
|
|
|
(8,331,568 |
) |
|
Net
Change in Unrealized Gain (Loss) |
|
|
(60,335,352 |
) |
|
|
66,504,144 |
|
|
|
(7,880,700 |
) |
|
Net
Realized and Net Change in Unrealized Gain (Loss) on
United States Treasury Obligations, Affiliated
Investments and Commodity Futures
Contracts |
|
|
(36,205,007 |
) |
|
|
178,881,383 |
|
|
|
24,820,548 |
|
|
Net
Income (Loss) |
|
$ |
(9,831,015 |
) |
|
$ |
210,394,674 |
|
|
$ |
60,577,234 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Statement
of Changes in Shareholders’ Equity
For
the Year Ended December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
General
Shares |
|
|
Shares |
|
|
Total |
|
|
|
|
Shares |
|
|
Total Equity |
|
|
Shares |
|
|
Total Equity |
|
|
Shareholders' Equity |
|
|
Balance
at December 31, 2024 |
|
|
40 |
|
|
$ |
1,064 |
|
|
|
29,600,000 |
|
|
$ |
787,380,630 |
|
|
$ |
787,381,694 |
|
|
Purchases
of Shares |
|
|
|
|
|
|
|
|
6,500,000 |
|
|
|
176,609,663 |
|
|
|
176,609,663 |
|
|
Redemption
of Shares |
|
|
|
|
|
|
|
|
(7,800,000 |
) |
|
|
(205,492,015 |
) |
|
|
(205,492,015 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
|
|
|
|
|
|
|
(1,300,000 |
) |
|
|
(28,882,352 |
) |
|
|
(28,882,352 |
) |
|
Return
of Capital Distributions |
|
|
|
|
|
(37 |
) |
|
|
|
|
|
(25,865,689 |
) |
|
|
(25,865,726 |
) |
|
Net
Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Investment Income (Loss) |
|
|
|
|
|
38 |
|
|
|
|
|
|
26,373,954 |
|
|
|
26,373,992 |
|
|
Net
Realized Gain (Loss) on United States Treasury
Obligations, Affiliated Investments
and Commodity Futures Contracts |
|
|
|
|
|
28 |
|
|
|
|
|
|
24,130,317 |
|
|
|
24,130,345 |
|
|
Net
Change in Unrealized Gain (Loss) on United States
Treasury Obligations, Affiliated
Investments and Commodity
Futures Contracts |
|
|
|
|
|
(71 |
) |
|
|
|
|
|
(60,335,281 |
) |
|
|
(60,335,352 |
) |
|
Net
Income (Loss) |
|
|
|
|
|
(5 |
) |
|
|
|
|
|
(9,831,010 |
) |
|
|
(9,831,015 |
) |
|
Net
Change in Shareholders' Equity |
|
|
— |
|
|
|
(42 |
) |
|
|
(1,300,000 |
) |
|
|
(64,579,051 |
) |
|
|
(64,579,093 |
) |
|
Balance
at December 31, 2025 |
|
|
40 |
|
|
$ |
1,022 |
|
|
|
28,300,000 |
|
|
$ |
722,801,579 |
|
|
$ |
722,802,601 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Statement
of Changes in Shareholders’ Equity
For
the Year Ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
General
Shares |
|
|
Shares |
|
|
Total |
|
|
|
|
Shares |
|
|
Total Equity |
|
|
Shares |
|
|
Total Equity |
|
|
Shareholders' Equity |
|
|
Balance
at December 31, 2023 |
|
|
40 |
|
|
$ |
830 |
|
|
|
33,950,000 |
|
|
$ |
704,265,740 |
|
|
$ |
704,266,570 |
|
|
Purchases
of Shares |
|
|
|
|
|
|
|
|
5,850,000 |
|
|
|
146,581,643 |
|
|
|
146,581,643 |
|
|
Redemption
of Shares |
|
|
|
|
|
|
|
|
(10,200,000 |
) |
|
|
(242,097,606 |
) |
|
|
(242,097,606 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
|
|
|
|
|
|
|
(4,350,000 |
) |
|
|
(95,515,963 |
) |
|
|
(95,515,963 |
) |
|
Return
of Capital Distributions |
|
|
|
|
|
(43 |
) |
|
|
|
|
|
(31,763,544 |
) |
|
|
(31,763,587 |
) |
|
Net
Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Investment Income (Loss) |
|
|
|
|
|
43 |
|
|
|
|
|
|
31,513,248 |
|
|
|
31,513,291 |
|
|
Net
Realized Gain (Loss) on United States Treasury
Obligations, Affiliated Investments
and Commodity Futures Contracts |
|
|
|
|
|
147 |
|
|
|
|
|
|
112,377,092 |
|
|
|
112,377,239 |
|
|
Net
Change in Unrealized Gain (Loss) on United States
Treasury Obligations, Affiliated
Investments and Commodity
Futures Contracts |
|
|
|
|
|
87 |
|
|
|
|
|
|
66,504,057 |
|
|
|
66,504,144 |
|
|
Net
Income (Loss) |
|
|
|
|
|
277 |
|
|
|
|
|
|
210,394,397 |
|
|
|
210,394,674 |
|
|
Net
Change in Shareholders' Equity |
|
|
— |
|
|
|
234 |
|
|
|
(4,350,000 |
) |
|
|
83,114,890 |
|
|
|
83,115,124 |
|
|
Balance
at December 31, 2024 |
|
|
40 |
|
|
$ |
1,064 |
|
|
|
29,600,000 |
|
|
$ |
787,380,630 |
|
|
$ |
787,381,694 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Statement
of Changes in Shareholders’ Equity
For
the Year Ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
General
Shares |
|
|
Shares |
|
|
Total |
|
|
|
|
Shares |
|
|
Total Equity |
|
|
Shares |
|
|
Total Equity |
|
|
Shareholders' Equity |
|
|
Balance
at December 31, 2022 |
|
|
40 |
|
|
$ |
806 |
|
|
|
53,200,000 |
|
|
$ |
1,072,706,124 |
|
|
$ |
1,072,706,930 |
|
|
Purchases
of Shares |
|
|
|
|
|
|
|
|
6,350,000 |
|
|
|
135,445,983 |
|
|
|
135,445,983 |
|
|
Redemption
of Shares |
|
|
|
|
|
|
|
|
(25,600,000 |
) |
|
|
(530,223,496 |
) |
|
|
(530,223,496 |
) |
|
Net
Increase (Decrease) due to Share Transactions |
|
|
|
|
|
|
|
|
(19,250,000 |
) |
|
|
(394,777,513 |
) |
|
|
(394,777,513 |
) |
|
Return
of Capital Distributions |
|
|
|
|
|
(38 |
) |
|
|
|
|
|
(34,240,043 |
) |
|
|
(34,240,081 |
) |
|
Net
Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Investment Income (Loss) |
|
|
|
|
$ |
39 |
|
|
|
|
|
|
35,756,647 |
|
|
|
35,756,686 |
|
|
Net
Realized Gain (Loss) on United States Treasury
Obligations, Affiliated Investments
and Commodity Futures Contracts |
|
|
|
|
|
30 |
|
|
|
|
|
|
32,701,218 |
|
|
|
32,701,248 |
|
|
Net
Change in Unrealized Gain (Loss) on United States
Treasury Obligations, Affiliated
Investments and Commodity
Futures Contracts |
|
|
|
|
|
(7 |
) |
|
|
|
|
|
(7,880,693 |
) |
|
|
(7,880,700 |
) |
|
Net
Income (Loss) |
|
|
|
|
|
62 |
|
|
|
|
|
|
60,577,172 |
|
|
|
60,577,234 |
|
|
Net
Change in Shareholders' Equity |
|
|
— |
|
|
|
24 |
|
|
|
(19,250,000 |
) |
|
|
(368,440,384 |
) |
|
|
(368,440,360 |
) |
|
Balance
at December 31, 2023 |
|
|
40 |
|
|
$ |
830 |
|
|
|
33,950,000 |
|
|
$ |
704,265,740 |
|
|
$ |
704,266,570 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Statements
of Cash Flows
For
the Years Ended December 31, 2025, 2024 and 2023
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Cash
flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) |
|
$ |
(9,831,015 |
) |
|
$ |
210,394,674 |
|
|
$ |
60,577,234 |
|
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating activities: |
|
|
|
|
|
|
|
|
|
|
Cost of
securities purchased |
|
|
— |
|
|
|
(536,666,095 |
) |
|
|
(1,077,203,551 |
) |
|
Proceeds
from securities sold and matured |
|
|
250,000,000 |
|
|
|
650,000,000 |
|
|
|
1,325,000,074 |
|
|
Cost of
affiliated investments purchased |
|
|
(524,004,905 |
) |
|
|
(1,088,771,837 |
) |
|
|
(1,461,510,451 |
) |
|
Proceeds
from affiliated investments sold |
|
|
456,280,226 |
|
|
|
934,677,851 |
|
|
|
1,611,536,659 |
|
|
Net
accretion of discount on United States Treasury Obligations |
|
|
(4,478,372 |
) |
|
|
(16,251,221 |
) |
|
|
(18,883,103 |
) |
|
Net
realized (gain) loss on United States Treasury Obligations |
|
|
— |
|
|
|
(2 |
) |
|
|
(74 |
) |
|
Net
change in unrealized (gain) loss on United States Treasury Obligations
and Affiliated Investments |
|
|
204,897 |
|
|
|
96,416 |
|
|
|
(450,868 |
) |
|
Change
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Variation
margin- Commodity Futures Contracts |
|
|
5,161,930 |
|
|
|
(15,849,265 |
) |
|
|
9,327,401 |
|
|
Deposit
with Commodity Broker |
|
|
(134,602,431 |
) |
|
|
— |
|
|
|
— |
|
|
Dividends
from affiliates |
|
|
37,348 |
|
|
|
(190,355 |
) |
|
|
363,052 |
|
|
Management
fees |
|
|
(41,623 |
) |
|
|
8,340 |
|
|
|
(305,927 |
) |
|
Brokerage
commissions and fees |
|
|
(4,264 |
) |
|
|
1,591 |
|
|
|
533 |
|
|
Net cash
provided by (used in) operating activities |
|
|
38,721,791 |
|
|
|
137,450,097 |
|
|
|
448,450,979 |
|
|
Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Distributions
paid to shareholders |
|
|
(25,865,726 |
) |
|
|
(32,099,744 |
) |
|
|
(33,903,924 |
) |
|
Proceeds
from purchases of Shares |
|
|
176,609,663 |
|
|
|
148,655,948 |
|
|
|
133,371,678 |
|
|
Redemption
of Shares |
|
|
(202,937,944 |
) |
|
|
(245,255,151 |
) |
|
|
(543,197,667 |
) |
|
Net cash
provided by (used in) financing activities |
|
|
(52,194,007 |
) |
|
|
(128,698,947 |
) |
|
|
(443,729,913 |
) |
|
Net
change in cash |
|
|
(13,472,216 |
) |
|
|
8,751,150 |
|
|
|
4,721,066 |
|
|
Cash
at beginning of period |
|
|
13,472,216 |
|
|
|
4,721,066 |
|
|
|
— |
|
|
Cash
at end of period |
|
$ |
— |
|
|
$ |
13,472,216 |
|
|
$ |
4,721,066 |
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest |
|
$ |
45,432 |
|
|
$ |
206,850 |
|
|
$ |
148,839 |
|
See
accompanying Notes to Financial Statements which are an integral part of the
financial statements.
Invesco
DB Agriculture Fund
Notes
to Financial Statements
December
31, 2025
Note
1 - Organization
Invesco
DB Agriculture Fund (the “Fund”), a separate series of Invesco DB Multi-Sector
Commodity Trust (the “Trust”), a Delaware statutory trust organized in
seven
separate series, was formed on August 3, 2006. The term of the Fund is perpetual
(unless terminated earlier in certain circumstances) as provided for in the
Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Fund,
as amended (the “Trust Agreement”). The Fund has an unlimited number of shares
authorized for issuance.
Invesco
Capital Management LLC has served as the managing owner (the “Managing Owner”),
commodity pool operator and commodity trading advisor of the Fund since February
23, 2015. The Managing Owner holds 40
general shares (the “General Shares”) of the Fund. The fiscal year end of the
Fund is December 31st.
The
Fund seeks to track changes, whether positive or negative, in the level of the
DBIQ Diversified Agriculture Index Excess Return™ (the “Index”) over time, plus
the excess, if any, of the sum of the Fund’s interest income from its holdings
of United States Treasury Obligations (“Treasury Income”), dividends from its
holdings in money market mutual funds (affiliated or otherwise) (“Money Market
Income”) and dividends or distributions of capital gains from its holdings of
T-Bill ETFs (as defined below) (“T-Bill ETF Income”) over the expenses of the
Fund. The Index is intended to reflect the economic performance of investing in
commodities in the agriculture sector. The Fund invests in futures contracts in
an attempt to track its Index. Effective November 10, 2025, the Index comprised
the following commodities: Corn, Soybeans, Soybean Meal, Soybean Oil, Wheat,
Kansas City Wheat, Sugar, Cocoa, Coffee, Cotton, Live Cattle, Feeder Cattle, and
Lean Hogs (each, an “Index Commodity,” and collectively, the “Index
Commodities”).
The
Fund may invest directly in United States Treasury Obligations. The Fund may
also gain exposure to United States Treasury Obligations through investments in
exchange-traded funds (“ETFs”) (affiliated or otherwise) that track indexes that
measure the performance of United States Treasury Obligations with a maximum
remaining maturity of up to 12
months (“T-Bill ETFs”). The Fund may hold as collateral United States Treasury
Obligations, money market mutual funds and T-Bill ETFs (affiliated or
otherwise), if any, for margin and/or cash management purposes. While the Fund's
performance reflects the appreciation and depreciation of those holdings, the
Fund's performance, whether positive or negative, is driven primarily by its
strategy of trading futures contracts with the aim of seeking to track the
Index.
The
Commodity Futures Trading Commission (the “CFTC”) and certain futures exchanges
impose position limits on futures contracts that reference Index Commodities
(the “Index Contracts”). As the Fund approaches or reaches position limits with
respect to an Index Commodity, the Fund may commence investing in Index
Contracts that reference other Index Commodities. In those circumstances, the
Fund may also trade in futures contracts based on commodities other than Index
Commodities that the Managing Owner reasonably believes tend to exhibit trading
prices that correlate with an Index Contract.
The
Managing Owner may determine to invest in other futures contracts if at any time
it is impractical, including in scenarios wherein the futures market for an
Index Contract is thinly traded, or inefficient to gain full or partial exposure
to an Index Commodity through the use of Index Contracts. These other futures
contracts may or may not be based on an Index Commodity. When they are not, the
Managing Owner may seek to select futures contracts that it reasonably believes
tend to exhibit trading prices that correlate with an Index Contract.
The
Fund offers common units of beneficial interest (the “Shares”) only to certain
eligible financial institutions (the “Authorized Participants”) in one
or more blocks of 50,000
Shares (“Creation Units”). The Fund commenced investment operations on January
3, 2007. The Fund commenced trading on the American Stock Exchange (which became
the NYSE Alternext US LLC) on January 5, 2007 and, since November 25, 2008, has
been listed on the NYSE Arca, Inc. (the “NYSE Arca”).
This
Annual Report (the “Annual Report”) covers the years ended December 31, 2025,
2024 and 2023.
Past performance of the Fund is not necessarily indicative of future
performance.
Note
2 - Summary of Significant Accounting Policies
The
financial statements of the Fund have been prepared using accounting principles
generally accepted in the United States of America (“U.S. GAAP”).
The
Fund has determined that it meets the definition of an investment company and
has prepared the financial statements in conformity with U.S. GAAP for
investment companies in conformity with accounting and reporting guidance of the
Financial Accounting Standards Board Accounting Standards Codification Topic
946, Financial
Services
— Investment
Companies.
The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates by a significant amount. In addition, the Fund
monitors for material events or transactions that may occur or become known
after the period-end date and before the date the financial statements are
issued.
The
Fund represents a single
operating segment, in accordance with ASC 280, Segment Reporting. Subject to the
oversight and, when applicable, approval of the Board of Managers, portfolio
managers and senior executives at the Managing
Owner
act as the Fund's chief operating decision maker (“CODM”), assessing performance
and making decisions about resource allocation within the Fund. The CODM
monitors the operating results as a whole, and the Fund's long-term strategic
asset allocation is determined in accordance with the terms of its prospectus
based on a defined investment strategy.
The financial information provided to and reviewed by the CODM is consistent
with that presented in the Fund's financial statements.
Investments
in open-end and closed-end registered investment companies that do not trade on
an exchange are valued at the end-of-day net asset value (“NAV”) per share.
Investments in open-end and closed-end registered investment companies that
trade on an exchange are valued at the last sales price or official closing
price as of the close of the customary trading session on the exchange where the
security is principally traded.
United
States Treasury Obligations are fair valued using an evaluated quote provided by
an independent pricing service. Evaluated quotes provided by the pricing service
may be determined without exclusive reliance on quoted prices, and may reflect
appropriate factors such as developments related to specific securities, yield,
quality, type of issue, coupon rate, maturity, individual trading
characteristics and other market data. All debt obligations involve some risk of
default with respect to interest and/or principal payments.
Futures
contracts are valued at the final settlement price set by an exchange on which
they are principally traded.
Securities
for which market quotations are not readily available or became unreliable are
valued at fair value as determined in good faith following procedures approved
by the Managing Owner. Issuer-specific events, market trends, bid/asked quotes
of brokers and information providers and other data may be reviewed in the
course of making a good faith determination of a security’s fair
value.
Valuations
change in response to many factors including the historical and prospective
earnings of the issuer, the value of the issuer’s assets, general market
conditions which are not specifically related to the particular issuer, such as
real or perceived adverse economic conditions, changes in the general outlook
for revenues or corporate earnings, changes in interest or currency rates,
regional or global instability, natural or environmental disasters, widespread
disease or other public health issues, war, military conflicts, acts of
terrorism, economic crises, economic sanctions and tariffs, significant
governmental actions or adverse investor sentiment generally and market
liquidity. Because of the inherent uncertainties of valuation, the values
reflected in the financial statements may materially differ from the value
received upon actual sale of those investments.
E.
Investment
Transactions and Investment Income
Investment
transactions are accounted for on a trade date basis. Realized gains or losses
from the sale or disposition of securities or derivatives are determined on a
specific identification basis and recognized in the Statements of Income and
Expenses in the period in which the contract is closed or the sale or
disposition occurs, respectively. Interest income on United States Treasury
Obligations is recognized on an accrual basis when earned. Premiums and
discounts are amortized or accreted over the life of the United States Treasury
Obligations. Dividend income (net of withholding tax, if any) is recorded on the
ex-dividend date.
F.
Profit
and Loss Allocations and Distributions
Pursuant
to the Trust Agreement, income and expenses are allocated pro
rata
to the Managing Owner as holder of the General Shares and to the Shareholders
monthly based on their respective percentage interests as of the close of the
last trading day of the preceding month. Distributions (other than redemption of
units) may be made at the sole discretion of the Managing Owner on a
pro
rata
basis in accordance with the respective capital balances of the
Shareholders.
The
Managing Owner has sole discretion in determining what distributions, if any,
the Fund will make to Shareholders. A distribution for the year ended December
31, 2025 was paid on December
26, 2025
to holders of record as of December
22, 2025
at a rate of $0.91237
for each General Share and Share for a total distribution of $37
to General Shares and $25,865,689
to Shares.
The
table below shows distributions per General Share and Share in total for the
years presented:
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Years
Ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Distributions
per General Share |
|
$ |
0.91237 |
|
|
$ |
1.08408 |
|
|
$ |
0.96045 |
|
|
Distributions
per Share |
|
$ |
0.91237 |
|
|
$ |
1.08408 |
|
|
$ |
0.96045 |
|
|
Distributions
paid to General Shares |
|
$ |
37 |
|
|
$ |
43 |
|
|
$ |
38 |
|
|
Distributions
paid to Shares |
|
$ |
25,865,689 |
|
|
$ |
31,763,544 |
|
|
$ |
34,240,043 |
|
G.
Routine
Operational, Administrative and Other Ordinary Expenses
The
Managing Owner is responsible for all routine operational, administrative and
other ordinary expenses of the Fund, including, but not limited to, computer
services, the fees and expenses of the Trustee, legal and accounting fees and
expenses, tax preparation expenses, filing fees and printing, mailing and
duplication costs. The Fund does not reimburse the Managing Owner for the
routine operational, administrative and other ordinary expenses of the Fund.
Accordingly, such expenses are not reflected in the Statements of Income and
Expenses of the Fund.
H.
Non-Recurring
Fees and Expenses
The
Fund pays all non-recurring and unusual fees and expenses, if any, of itself, as
determined by the Managing Owner. Non-recurring and unusual fees and expenses
include fees and expenses such as legal claims and liabilities, litigation
costs, indemnification expenses or other non-routine expenses. Non-recurring and
unusual fees and expenses, by their nature, are unpredictable in terms of timing
and amount. For the years ended December 31, 2025, 2024 and 2023,
the Fund did not
incur such expenses.
I.
Brokerage
Commissions and Fees
The
Fund incurs all brokerage commissions, including applicable exchange fees,
National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and
other transaction related fees and expenses charged in connection with trading
activities by the Commodity Broker (as defined below). These costs are recorded
as Brokerage Commissions and Fees in the Statements of Income and Expenses. The
Commodity Broker’s brokerage commissions and trading fees are determined on a
contract-by-contract basis. On average, total charges paid to the Commodity
Broker, as applicable, were less than $7.00,
$7.00
and $7.00
per round-turn trade during the years ended December
31, 2025, 2024 and 2023,
respectively.
The
Fund is classified as a partnership for U.S. federal income tax purposes.
Accordingly, the Fund will generally not incur U.S. federal income taxes. No
provision for federal, state, and local income taxes has been made in the
accompanying financial statements, as investors are individually liable for
income taxes, if any, on their allocable share of the Fund’s income, gain, loss,
deductions and other items.
The
Managing Owner has reviewed all of the Fund’s open tax years and major
jurisdictions and concluded that there is no tax liability resulting from
unrecognized tax benefits relating to uncertain tax positions taken or expected
to be taken in future tax returns. The major tax jurisdiction for the Fund and
the earliest tax year subject to examination: United States,
2022.
K.
Commodity
Futures Contracts
The
Fund utilizes derivative instruments to achieve its investment objective. A
commodity futures contract is an agreement between counterparties to purchase or
sell a specified underlying commodity for a specified price, or to pay or
receive a cash amount based on the value of an index or other reference
instrument, at a future date. Initial margin deposits required upon entering
into futures contracts are satisfied by the segregation of specific securities
or cash as collateral with the Commodity Broker. During the period that the
commodity futures contracts are open, changes in the value of the contracts are
recognized as unrealized gains or losses by recalculating the value of the
contracts on a daily basis. Subsequent or variation margin payments can be
received or made depending upon whether unrealized gains or losses are incurred.
These amounts, if any, are reflected as a receivable or payable on the
Statements of Financial Condition. Otherwise, the variation margin excess or
deficit can be netted with cash held at the Commodity Broker. These amounts, if
any, are reflected as Deposit with Commodity Broker on the Statements of
Financial Condition. When the contracts are closed or expire, the Fund
recognizes a realized gain or loss equal to the difference between the proceeds
from, or cost of, the closing transaction and the Fund’s basis in the contract.
Realized gains (losses) and changes in unrealized appreciation (depreciation) on
open positions are determined on a specific identification basis and recognized
in the Statements of Income and Expenses in the period in which the contract is
closed or the changes occur, respectively.
Note
3 - Financial Instrument Risk
In
the normal course of its business, the Fund is a party to financial instruments
with off-balance sheet risk. The term “off-balance sheet risk” refers to an
unrecorded potential liability that, even though it does not appear on the
balance sheet, may result in a future obligation or loss in excess of the
amounts shown on the Statements of Financial Condition. The financial
instruments used by the Fund are commodity futures contracts, the values of
which are based upon an underlying asset and generally represent
future
commitments
that have a reasonable possibility of being settled in cash or through physical
delivery. The financial instruments are traded on an exchange and are
standardized contracts.
Market
risk is the potential for changes in the value of the financial instruments
traded by the Fund due to market changes, including fluctuations in commodity
prices. In entering into these futures contracts, there exists a market risk
that such futures contracts may be significantly influenced by adverse market
conditions, resulting in such futures contracts being less valuable. If the
markets should move against all of the futures contracts at the same time, the
Fund could experience substantial losses.
Credit
risk is the possibility that a loss may occur due to the failure of the
Commodity Broker and/or clearing house to perform according to the terms of a
futures contract. Credit risk with respect to exchange-traded instruments is
reduced to the extent that an exchange or clearing organization acts as a
counterparty to the transactions. The Commodity Broker, when acting as the
Fund’s futures commission merchant (“FCM”) in accepting orders for the purchase
or sale of domestic futures contracts, is required by CFTC regulations to
separately account for and segregate as belonging to the Fund all assets of the
Fund relating to domestic futures trading. The Commodity Broker is not allowed
to commingle such assets with other assets of the Commodity Broker. In addition,
CFTC regulations also require the Commodity Broker to hold, in a secure account,
assets of the Fund related to foreign futures trading. The Fund’s risk of loss
in the event of counterparty default is typically limited to the amounts
recognized in the Statements of Financial Condition and not represented by the
futures contract or notional amounts of the instruments.
The
Fund has not utilized, nor does it expect to utilize in the future, special
purpose entities to facilitate off-balance sheet financing arrangements and has
no loan guarantee arrangements or off-balance sheet arrangements of any kind,
other than agreements entered into in the normal course of business noted
above.
Note
4 – Service Providers and Related Party Agreements
The
Trustee
Under
the Trust Agreement, Wilmington Trust Company, the trustee of the Fund (the
“Trustee”), has the power and authority to execute and file certificates as
required by the Delaware Statutory Trust Act and to accept service of process on
the Fund in the State of Delaware. The Managing Owner has the exclusive
management and control of all aspects of the business of the Fund. The Trustee
will serve in that capacity until such time as the Managing Owner removes the
Trustee or the Trustee resigns and a successor is appointed by the Managing
Owner. The Trustee will have no duty or liability to supervise or monitor the
performance of the Managing Owner, nor will the Trustee have any liability for
the acts or omissions of the Managing Owner.
The
Managing Owner
The
Managing Owner serves as the Fund’s commodity pool operator, commodity trading
advisor and managing owner. 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”). The Fund, for
cash management purposes, invests 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 fee that the Fund incurs 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 this fee waiver on 60
days’
notice.
The
Managing Owner waived fees of $544,371,
$379,711
and $463,155
for the years ended December 31, 2025, 2024 and 2023, respectively.
The
Distributor
Invesco
Distributors, Inc. (the “Distributor”) provides certain distribution services to
the Fund. Pursuant to the Distribution Services Agreement among the Managing
Owner, the Fund and the Distributor, the Distributor assists the Managing Owner
and the Fund’s administrator, The Bank of New York Mellon, with certain
functions and duties relating to distribution and marketing services to the Fund
including reviewing and approving marketing materials.
The
Managing Owner pays the Distributor a distribution fee out of the Management
Fee.
The
Commodity Broker
Morgan
Stanley & Co. LLC, a Delaware limited liability company, serves as the
Fund’s futures clearing broker (the “Commodity Broker”). The Commodity Broker is
registered with the CFTC as an FCM and is a member of the NFA in such
capacity.
A
variety of executing brokers execute futures transactions on behalf of the Fund.
Such executing brokers give-up all such transactions to the Commodity Broker. In
its capacity as clearing broker, the Commodity Broker may execute or receive
transactions executed by others and clears all of the Fund’s futures
transactions and performs certain administrative and custodial services for the
Fund. The Commodity Broker is responsible, among other things, for providing
periodic accountings of all dealings and actions taken
by
the Trust on behalf of the Fund during the reporting period, together with an
accounting of all securities, cash or other indebtedness or obligations held by
it or its nominees for or on behalf of the Fund.
The
Administrator, Custodian and Transfer Agent
The
Bank of New York Mellon (the “Administrator”, “Custodian” and “Transfer Agent”)
is the administrator, custodian and transfer agent of the Fund. The Fund and the
Administrator have entered into separate administrative and accounting,
custodian, transfer agency and service agreements (collectively referred to as
the “Administration Agreement”).
Pursuant
to the Administration Agreement, the Administrator performs or supervises the
performance of services necessary for the operation and administration of the
Fund (other than making investment decisions), including receiving and
processing orders from Authorized Participants to create and redeem Creation
Units, NAV calculations, accounting and other fund administrative services. The
Administrator maintains certain financial books and records, including: Creation
Unit creation and redemption records; 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 the Commodity Broker. The Managing Owner pays the Administrator
for its services out of the Management Fee.
Index
Sponsor
The
Managing Owner, on behalf of the Fund, has appointed Deutsche Bank Securities,
Inc. to serve as the index sponsor (the “Index Sponsor”). The Index Sponsor
calculates and publishes the daily index levels and the indicative intraday
index levels. Additionally, the Index Sponsor also calculates the indicative
value per Share of the Fund throughout each business day.
The
Managing Owner pays the Index Sponsor a licensing fee and an index services fee
out of the Management Fee for performing its
duties.
Note
5 - Deposits with Commodity Broker and Custodian
The
Fund defines cash as cash held by the Custodian. Cash deposits held by the
Commodity Broker are reflected as Deposit with Commodity Broker on the
Statements of Financial Condition. There
were no
cash equivalents held by the Fund as of December 31, 2025
and 2024. The Fund considers investments in money market funds to be investments
in securities and, accordingly, includes them in its Schedule of
Investments.
The
Fund may deposit cash, United States Treasury Obligations, T-Bill ETFs and money
market mutual funds with the Commodity Broker as margin, to the extent
permissible under CFTC rules. The combination of the Fund’s deposits with its
Commodity Broker of cash and United States Treasury Obligations and the
unrealized profit or loss on open futures contracts represents the Fund’s
overall equity in its broker trading account. To meet the Fund’s maintenance
margin requirements, the Fund holds United States Treasury Obligations and/or
cash with the Commodity Broker. The Fund may utilize excess cash or otherwise
transfer cash to the Commodity Broker to satisfy variation margin requirements.
The Fund earns interest on any excess cash deposited with the Commodity Broker
and incurs interest expense on any deficit balance with the Commodity
Broker.
The
brokerage agreement with the Commodity Broker provides for the net settlement of
all financial instruments covered by the agreement in the event of default or
termination of any one contract. The Managing Owner will utilize any excess cash
held at the Commodity Broker to offset any realized losses incurred in the
commodity futures contracts, if available. To the extent that any excess cash
held at the Commodity Broker is not adequate to cover any realized losses, a
portion of the United States Treasury Obligations and T-Bill ETFs, if any, on
deposit with the Commodity Broker will be sold to make additional cash
available. For financial reporting purposes, the Fund offsets financial assets
and financial liabilities that are subject to legally enforceable netting
arrangements.
The
Fund’s remaining cash, United States Treasury Obligations, T-Bill ETFs and money
market mutual fund holdings are on deposit with the Custodian. The Fund is
permitted to temporarily carry a negative or overdrawn balance in its account
with the Custodian. The Fund incurs interest expense on any overdraft balance
with the Custodian. Such balances, if any at period-end, are shown on the
Statements of Financial Condition under the payable caption Due
to custodian.
Because
the Fund's assets are maintained with the Commodity Broker and Custodian, the
distress, impairment or failure of the Commodity Broker or Custodian could
result in the loss of or delay in access to Fund
assets.
Note
6 - Additional Valuation Information
U.S.
GAAP defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date, under current market conditions. U.S. GAAP
establishes a hierarchy that prioritizes the inputs to valuation methods, giving
the highest priority to readily available unadjusted quoted prices in an active
market for identical assets (Level 1) and the lowest priority to significant
unobservable inputs (Level 3), generally when market prices are not readily
available or are unreliable. Based on the valuation inputs, the securities or
other investments are tiered into one of three levels. Changes in valuation
methods or market conditions may result in transfers in or out of an
investment’s assigned level:
Level
1: Prices are determined using quoted prices in an active market for identical
assets.
Level
2: Prices are determined using other significant observable inputs. Observable
inputs are inputs that other market participants may use in pricing a security.
These may include quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, yield curves, loss severities, default rates,
discount rates, volatilities and others.
Level
3: Prices are determined using significant unobservable inputs. In situations
where quoted prices or observable inputs are unavailable (for example, when
there is little or no market activity for an investment at the end of the
period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s
own assumptions about the factors market participants would use in determining
fair value of the securities or instruments and would be based on the best
available information.
The
levels assigned to the securities valuations may not be an indication of the
risk or liquidity associated with investing in those securities. Because of the
inherent uncertainties of valuation, the values reflected in the financial
statements may materially differ from the value received upon actual sale of
those investments.
The
following is a summary of the tiered valuation input levels as of December
31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Level
1 |
|
|
Level
2 |
|
|
Level
3 |
|
|
Total |
|
|
Investments
in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange-Traded
Fund |
|
$ |
119,785,970 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
119,785,970 |
|
|
Money
Market Mutual Fund |
|
|
469,899,174 |
|
|
|
— |
|
|
|
— |
|
|
|
469,899,174 |
|
|
Total
Investments in Securities |
|
|
589,685,144 |
|
|
|
— |
|
|
|
— |
|
|
|
589,685,144 |
|
|
Other
Investments - Assets(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
|
|
13,033,497 |
|
|
|
— |
|
|
|
— |
|
|
|
13,033,497 |
|
|
Other
Investments - Liabilities(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
|
|
(23,862,639 |
) |
|
|
— |
|
|
|
— |
|
|
|
(23,862,639 |
) |
|
Total
Other Investments |
|
|
(10,829,142 |
) |
|
|
— |
|
|
|
— |
|
|
|
(10,829,142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investments |
|
$ |
578,856,002 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
578,856,002 |
|
(a)
Unrealized
appreciation (depreciation).
The
following is a summary of the tiered valuation input levels as of December 31,
2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Level
1 |
|
|
Level
2 |
|
|
Level
3 |
|
|
Total |
|
|
Investments
in Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States Treasury Obligations |
|
$ |
— |
|
|
$ |
245,783,215 |
|
|
$ |
— |
|
|
$ |
245,783,215 |
|
|
Exchange-Traded
Fund |
|
|
119,729,280 |
|
|
|
— |
|
|
|
— |
|
|
|
119,729,280 |
|
|
Money
Market Mutual Fund |
|
|
402,174,495 |
|
|
|
— |
|
|
|
— |
|
|
|
402,174,495 |
|
|
Total
Investments in Securities |
|
|
521,903,775 |
|
|
|
245,783,215 |
|
|
|
— |
|
|
|
767,686,990 |
|
|
Other
Investments - Assets(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
|
|
78,321,049 |
|
|
|
— |
|
|
|
— |
|
|
|
78,321,049 |
|
|
Other
Investments - Liabilities(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
|
|
(29,019,736 |
) |
|
|
— |
|
|
|
— |
|
|
|
(29,019,736 |
) |
|
Total
Other Investments |
|
|
49,301,313 |
|
|
|
— |
|
|
|
— |
|
|
|
49,301,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investments |
|
$ |
571,205,088 |
|
|
$ |
245,783,215 |
|
|
$ |
— |
|
|
$ |
816,988,303 |
|
(a)
Unrealized
appreciation
(depreciation).
Note
7 – Derivative Instruments
The
Fair Value of Derivative Instruments is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
December
31, 2025 |
|
|
December
31, 2024 |
|
|
Risk
Exposure/Derivative Type (a) |
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
|
Commodity
risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
|
$ |
13,033,497 |
|
|
$ |
(23,862,639 |
) |
|
$ |
78,321,049 |
|
|
$ |
(29,019,736 |
) |
(a)
Includes
cumulative appreciation (depreciation) of commodity futures contracts. Only the
current day’s variation margin receivable (payable) is reported in the December
31, 2025 and December 31, 2024
Statements of Financial Condition, if
any.
The
Effect of Derivative Instruments on the Statements of Income and Expenses is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Location
of Gain or (Loss) on Derivatives |
|
Years
Ended December 31, |
|
|
Risk
Exposure/Derivative Type |
Recognized
in Income |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Commodity
risk |
|
|
|
|
|
|
|
|
|
|
|
Commodity
Futures Contracts |
Net
Realized Gain (Loss) |
|
$ |
24,130,345 |
|
|
$ |
112,377,237 |
|
|
$ |
32,701,174 |
|
|
|
Net
Change in Unrealized Gain (Loss) |
|
|
(60,130,455 |
) |
|
|
66,600,560 |
|
|
|
(8,331,568 |
) |
|
Total |
|
|
$ |
(36,000,110 |
) |
|
$ |
178,977,797 |
|
|
$ |
24,369,606 |
|
The
table below summarizes the average monthly notional value of futures contracts
held during the period:
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Years
Ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Average
Notional Value |
|
$ |
800,037,778 |
|
|
$ |
738,966,747 |
|
|
$ |
875,688,978 |
|
Note
8 -- Investments in Affiliates
The
Invesco Short Term Treasury ETF, formerly known as the Invesco Treasury
Collateral ETF, is an investment company registered under the Investment Company
Act of 1940, as amended, whose shares are primarily purchased and sold on a
national securities exchange. In seeking its investment objective, the Invesco
Short Term Treasury ETF primarily holds U.S. Treasury Obligations that: (i) are
issued in U.S. Dollars; (ii) have a minimum remaining maturity of at least
one
month
and a maximum remaining maturity of 12
months at the time of rebalance; and (iii) have a minimum amount outstanding of
$300
million. Because it is advised by the Managing Owner, the Invesco Short Term
Treasury ETF is an affiliate of the Fund.
The
Invesco Government & Agency Portfolio is a Government Money Market Fund, as
defined by Rule 2a-7, under the Investment Company Act of 1940, as amended,
whose shares are primarily purchased and sold through financial intermediaries.
In seeking its investment objective, the Invesco Government & Agency
Portfolio primarily invests in cash, Government Securities, and repurchases
agreements collateralized by cash or Government Securities. The Invesco
Government & Agency Portfolio and the Fund are advised by investment
advisers under common control of Invesco Ltd., and therefore the Invesco
Government & Agency Portfolio is considered to be affiliated with the
Fund.
The
following is a summary of the transactions in, and earnings from, investments in
affiliates for the year ended December
31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Value
12/31/2024 |
|
|
Purchases
at Cost |
|
|
Proceeds
from Sales |
|
|
Change
in Unrealized Appreciation (Depreciation) |
|
|
Realized
Gain (Loss) |
|
|
Value
12/31/2025 |
|
|
Dividend
Income |
|
|
Invesco
Short Term Treasury ETF |
|
$ |
119,729,280 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
56,690 |
|
|
$ |
— |
|
|
$ |
119,785,970 |
|
|
$ |
4,883,617 |
|
|
Investments
in Affiliated Money Market
Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco
Government & Agency
Portfolio,
Institutional Class |
|
|
402,174,495 |
|
|
|
524,004,905 |
|
|
|
(456,280,226 |
) |
|
|
— |
|
|
|
— |
|
|
|
469,899,174 |
|
|
|
19,027,206 |
|
|
Total |
|
$ |
521,903,775 |
|
|
$ |
524,004,905 |
|
|
$ |
(456,280,226 |
) |
|
$ |
56,690 |
|
|
$ |
— |
|
|
$ |
589,685,144 |
|
|
$ |
23,910,823 |
|
The
following is a summary of the transactions in, and earnings from, investments in
affiliates for the year ended December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Value
12/31/2023 |
|
|
Purchases
at Cost |
|
|
Proceeds
from Sales |
|
|
Change
in Unrealized Appreciation (Depreciation) |
|
|
Realized
Gain (Loss) |
|
|
Value
12/31/2024 |
|
|
Dividend
Income |
|
|
Invesco
Short Term Treasury ETF |
|
$ |
119,734,949 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(5,669 |
) |
|
$ |
— |
|
|
$ |
119,729,280 |
|
|
$ |
5,972,529 |
|
|
Investments
in Affiliated Money Market
Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco
Government & Agency
Portfolio,
Institutional Class |
|
|
248,080,509 |
|
|
|
1,088,771,837 |
|
|
|
(934,677,851 |
) |
|
|
— |
|
|
|
— |
|
|
|
402,174,495 |
|
|
|
15,604,807 |
|
|
Total |
|
$ |
367,815,458 |
|
|
$ |
1,088,771,837 |
|
|
$ |
(934,677,851 |
) |
|
$ |
(5,669 |
) |
|
$ |
— |
|
|
$ |
521,903,775 |
|
|
$ |
21,577,336 |
|
The
following is a summary of the transactions in, and earnings from, investments in
affiliates for the year ended December 31, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Value
12/31/2022 |
|
|
Purchases
at Cost |
|
|
Proceeds
from Sales |
|
|
Change
in Unrealized Appreciation (Depreciation) |
|
|
Realized
Gain (Loss) |
|
|
Value
12/31/2023 |
|
|
Dividend
Income |
|
|
Invesco
Treasury Collateral ETF |
|
$ |
88,980,698 |
|
|
$ |
30,475,187 |
|
|
$ |
— |
|
|
$ |
279,064 |
|
|
$ |
— |
|
|
$ |
119,734,949 |
|
|
$ |
5,358,876 |
|
|
Investments
in Affiliated Money Market
Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco
Government & Agency
Portfolio,
Institutional Class |
|
|
428,581,904 |
|
|
|
1,431,035,264 |
|
|
|
(1,611,536,659 |
) |
|
|
— |
|
|
|
— |
|
|
|
248,080,509 |
|
|
|
19,001,072 |
|
|
Total |
|
$ |
517,562,602 |
|
|
$ |
1,461,510,451 |
|
|
$ |
(1,611,536,659 |
) |
|
$ |
279,064 |
|
|
|
0.00 |
|
|
$ |
367,815,458 |
|
|
$ |
24,359,948 |
|
Note
9 - Share Purchases and Redemptions
(a)
Purchases
On
any business day, an Authorized Participant may place an order with the Transfer
Agent to create one
or more Creation Units. Each Creation Unit consists of a block of 50,000
Shares. For purposes of processing both creation and redemption orders, a
“business day” means any day other than a day when banks in New York City are
required or permitted to be closed. Creation orders must be placed by 10:00
a.m., Eastern Time. The day on which the Transfer Agent receives a valid
creation order is the creation order date. The day on which a creation order is
settled is the creation order settlement date. Cash settlement occurs at the
creation order settlement date. As provided below, the creation order settlement
date may occur up to one business day after the creation order date. By placing
a creation order, and prior to delivery of such Creation Units, an Authorized
Participant’s Depository Trust Company (“DTC”) account is charged the
non-refundable transaction fee due for the creation order.
Unless
otherwise agreed to by the Managing Owner and the Authorized Participant as
provided in the next sentence, Creation Units are issued on the creation order
settlement date as of 2:45 p.m., Eastern Time, on the business day immediately
following the creation order date at the applicable NAV per Share as of the
closing time of the NYSE Arca or the last to close of the exchanges on which its
futures contracts are traded, whichever is later, on the creation order date,
but only if the required payment has been timely received. Upon submission of a
creation order, the Authorized Participant may request the Managing Owner to
agree to a creation order settlement date up to one business day after the
creation order date.
(b)
Redemptions
On
any business day, an Authorized Participant may place an order with the Transfer
Agent to redeem one
or more Creation Units. Redemption orders must be placed by 10:00 a.m., Eastern
Time. The day on which the Managing Owner receives a valid redemption order is
the redemption order date. The day on which a redemption order is settled is the
redemption order settlement date. Cash settlement occurs at the redemption order
settlement date. As provided below, the redemption order settlement date may
occur up to one business day after the redemption order date. The redemption
procedures allow Authorized Participants to redeem Creation Units. Individual
Shareholders may not redeem directly from the Fund. Instead, individual
Shareholders may only redeem Shares in integral multiples of 50,000
and only through an Authorized Participant.
Unless
otherwise agreed to by the Managing Owner and the Authorized Participant as
provided in the next sentence, by placing a redemption order, an Authorized
Participant agrees to deliver the Creation Units to be redeemed through DTC’s
book-entry system to the Fund no later than the redemption order settlement date
as of 2:45 p.m., Eastern Time, on the business day immediately following the
redemption order date. Upon submission of a redemption order, the Authorized
Participant may request the Managing Owner to agree to a redemption order
settlement date up to one business day after the redemption order date. By
placing a redemption order, and prior to receipt of the redemption proceeds, an
Authorized Participant’s DTC account is charged the non-refundable transaction
fee due for the redemption order.
The
redemption proceeds from the Fund consist of the cash redemption amount. The
cash redemption amount is equal to the NAV of the number of Creation Unit(s)
requested in the Authorized Participant’s redemption order as of the closing
time of the NYSE Arca or the last to close of the exchanges on which the Fund’s
futures contracts are traded, whichever is later, on the redemption order date.
The Managing Owner will distribute the cash redemption amount at the redemption
order settlement date as of 2:45 p.m., Eastern Time, on the redemption order
settlement date through DTC to the account of the Authorized Participant as
recorded on DTC’s book-entry system.
The
redemption proceeds due from the Fund are delivered to the Authorized
Participant at 2:45 p.m., Eastern Time, on the redemption order settlement date
if, by such time, the Fund’s DTC account has been credited with the Creation
Units to be redeemed. If the Fund’s DTC account has not been credited with all
of the Creation Units to be redeemed by such time, the redemption distribution
is delivered to the extent of whole Creation Units received. Any remainder of
the redemption distribution is delivered on the next business day to the extent
of remaining whole Creation Units received if the Transfer Agent receives the
fee applicable to the extension of the redemption distribution date which the
Managing Owner may, from time to time, determine and the remaining Creation
Units to be redeemed are credited to the Fund’s DTC account by 2:45 p.m.,
Eastern Time, on such next business day. Any further outstanding amount of the
redemption order will be cancelled. The Managing Owner is also authorized to
deliver the redemption distribution notwithstanding that the Creation Units to
be redeemed are not credited to the Fund’s DTC account by 2:45 p.m., Eastern
Time, on the redemption order settlement date if the Authorized Participant has
collateralized its obligation to deliver the Creation Units through DTC’s
book-entry system on such terms as the Managing Owner may determine from time to
time.
Note
10 - Commitments and Contingencies
The
Managing Owner, either in its own capacity or in its capacity as the Managing
Owner and on behalf of the Fund, has entered into various service agreements
that contain a variety of representations, or provide indemnification provisions
related to certain risks service providers undertake in performing services for
the Fund. The Trust Agreement provides for the Fund to indemnify the Managing
Owner and any affiliate of the Managing Owner that provides services to the Fund
to the maximum extent permitted by applicable law, subject to certain exceptions
for disqualifying conduct by the Managing Owner or such an affiliate. The Fund's
maximum exposure under these arrangements is unknown as this would involve
future claims that may be made against the Fund that have not yet occurred.
Further, the Fund has not had prior claims or losses pursuant to these
contracts. Accordingly, the Managing Owner expects the risk of loss to be
remote.
Note
11 - Financial Highlights
The
Fund is presenting the following NAV and financial highlights related to
investment performance for a Share outstanding for the years ended December 31,
2025, 2024 and 2023. An individual investor’s return and ratios may vary based
on the timing of capital transactions.
NAV
per Share is the NAV of the Fund divided by the number of outstanding Shares at
the date of each respective period presented.
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
Net
Asset Value |
|
|
|
|
|
|
|
|
|
|
Net
asset value per Share, beginning of period |
|
$ |
26.60 |
|
|
$ |
20.74 |
|
|
$ |
20.16 |
|
|
Net
realized and change in unrealized gain (loss) on
United States Treasury Obligations, Affiliated
Investments and Commodity Futures Contracts
(a) |
|
|
(1.02 |
) |
|
|
5.90 |
|
|
|
0.68 |
|
|
Net
investment income (loss) (b) |
|
|
0.87 |
|
|
|
1.04 |
|
|
|
0.86 |
|
|
Net
income (loss) |
|
|
(0.15 |
) |
|
|
6.94 |
|
|
|
1.54 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
Return
of capital distributions |
|
|
(0.91 |
) |
|
|
(1.08 |
) |
|
|
(0.96 |
) |
|
Net
asset value per Share, end of period |
|
$ |
25.54 |
|
|
$ |
26.60 |
|
|
$ |
20.74 |
|
|
Market
value per Share, beginning of period (c) |
|
$ |
26.59 |
|
|
$ |
20.73 |
|
|
$ |
20.15 |
|
|
Market
value per Share, end of period (c) |
|
$ |
25.54 |
|
|
$ |
26.59 |
|
|
$ |
20.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio
to average Net Assets |
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
3.27 |
% |
|
|
4.27 |
% |
|
|
4.09 |
% |
|
Expenses,
after waivers |
|
|
0.83 |
% |
|
|
0.88 |
% |
|
|
0.87 |
% |
|
Expenses,
prior to waivers |
|
|
0.90 |
% |
|
|
0.93 |
% |
|
|
0.93 |
% |
|
Total
Return, at net asset value (d) |
|
|
(0.54 |
)% |
|
|
33.51 |
% |
|
|
7.59 |
% |
|
Total
Return, at market value (d) |
|
|
(0.51 |
)% |
|
|
33.53 |
% |
|
|
7.58 |
% |
(a)
Net
realized and change in unrealized gain (loss) on United States Treasury
Obligations, Affiliated Investments and Commodity Futures Contracts per share
may not correlate with the Fund's net realized and unrealized gain (loss) due to
timing of shareholder transactions in relation to the fluctuating market values
of the Fund's investments.
(b)
Based
on average shares outstanding.
(c)
The
mean between the last bid and ask prices.
(d)
Total
Return, at NAV is calculated assuming an initial investment made at the NAV at
the beginning of the period, reinvestment of all dividends and distributions at
NAV during the period, and redemption of Shares at NAV on the last day of the
period. Total Return, at NAV includes adjustments in accordance with U.S. GAAP
and as such, the NAV for financial reporting purposes and the returns based upon
those NAVs may differ from the NAVs and returns for shareholder transactions.
Total Return, at market value is calculated assuming an initial investment made
at the market value at the beginning of the period, reinvestment of all
dividends and distributions at market value during the period, and redemption of
Shares at the market value on the last day of the period. Not annualized for
periods less than one year, if
applicable.
ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
For
purposes of this Item 9A,
all
references to the “Fund” shall be read to specifically include the Fund and the
Trust. Please note that the disclosure controls and procedures and internal
control over financial reporting of the Trust are the aggregate disclosure
controls and procedures and internal control over financial reporting of the
Fund and that of Invesco DB Base Metals Fund, Invesco DB Energy Fund, Invesco DB
Oil Fund, and Invesco DB Precious Metals Fund, each a series of the
Trust.
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of the management of the Managing
Owner, including Brian Hartigan, its Principal Executive Officer, and Kelli
Gallegos, its Principal Financial and Accounting Officer, Investment Pools, the
Fund carried out an evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in Rule 13a-15(e) or
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) as of December 31, 2025, the end of the period covered by this Annual
Report, and, based upon that evaluation, Brian Hartigan, the Principal Executive
Officer of the Managing Owner, and Kelli Gallegos, the Principal Financial and
Accounting Officer, Investment Pools, of the Managing Owner, concluded that the
Fund’s disclosure controls and procedures were effective to provide reasonable
assurance that information the Fund is required to disclose in the reports that
it files or submits with the Securities and Exchange Commission (the “SEC”)
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC’s rules and forms, and to provide
reasonable assurance that information required to be disclosed by the Fund in
the reports that it files or submits under the Exchange Act is accumulated and
communicated to management of the Managing Owner, including its Principal
Executive Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There
has been no change in internal control over financial reporting (as defined in
the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the
quarter ended December 31, 2025 that has materially affected, or is reasonably
likely to materially affect, the Fund’s internal control over financial
reporting.
Management’s
Annual Report on Internal Control Over Financial Reporting
Management
of the Managing Owner is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined under Rules 13a-15(f) and
15d-15(f) of the Exchange Act, for the Fund. Brian Hartigan, the Principal
Executive Officer of the Managing Owner, and Kelli Gallegos, the Principal
Financial and Accounting Officer, Investment Pools, of the Managing Owner,
assessed the effectiveness of the Fund’s internal control over financial
reporting as of December 31, 2025. Their report in connection with their
assessment may be found in the “Report of Management on Internal Control Over
Financial Reporting” on page 34
of this Annual Report on Form 10-K.
The
Fund’s independent registered public accounting firm, PricewaterhouseCoopers
LLP, has audited the Fund’s internal control over financial reporting as of
December 31, 2025, as stated in their report on page 35
of this Form 10-K.
ITEM
9B. OTHER INFORMATION
During
the three months ended December 31, 2025,
none of the members of the Managing Owner responsible for overseeing the
business and operations of the Fund adopted,
modified
or terminated
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading
arrangement.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board
of Directors and Principal Officers
The
Fund has no directors or principal officers and also does not have any
employees. It is managed by the Managing Owner.
A
person is a principal of a CFTC registrant based on the person’s role or
position with a registrant, ability to control a registrant’s business
activities or ownership or financial stake in a registrant. As of December 31,
2025, the following principals serve in the below capacities on behalf of the
Managing Owner and, unless otherwise indicated, are not executive officers of
the Fund:
|
|
| |
|
Name |
|
Capacity |
|
Brian
Hartigan1 |
|
Chief
Executive Officer, Board of Managers |
|
Peter
Hubbard |
|
Vice
President and Director of Portfolio Management |
|
Jordan
Krugman1 |
|
Board of
Managers |
|
Terry
Gibson Vacheron |
|
Chief
Financial Officer |
|
Kelli
Gallegos1 |
|
Principal
Financial and Accounting Officer, Investment Pools |
|
Melanie
H. Zimdars |
|
Chief
Compliance Officer |
|
Melanie
Ringold1 |
|
Board of
Managers |
|
David
Hemming |
|
Vice
President, Head of Alternatives Portfolio
Management |
1.
Executive officer, within the meaning of Rule 3b-7 under the Exchange Act, of
the Fund.
Invesco
Group Services Inc. is also a principal of the Managing Owner.
The
Managing Owner is managed by a Board of Managers. The Board of Managers is
composed of Messrs. Hartigan and Krugman and Ms. Ringold.
The
Board of Managers has established an Audit Committee with the following members:
Messrs. Hartigan and Krugman and Ms. Ringold. The overall purpose of the Audit
Committee is to assist the Board of Managers with overseeing the Fund’s
financial statements, the Fund's compliance with legal and regulatory
requirements, the qualifications and independence of the Fund’s independent
registered public accounting firm (the “independent auditor”), the performance
of the internal audit function for the Fund, and the performance of the
independent auditor.
The
Managing Owner has designated Mr. Hubbard as the trading principal of the
Fund.
Brian
Hartigan(47)
has been Chief Executive Officer of the Managing Owner since November 2023. In
this role, he has general oversight responsibilities for all of the Managing
Owner’s business. Mr. Hartigan has been a Member of the Board of Managers of the
Managing Owner since November 2023. Previously, Mr. Hartigan was Global Head of
ETF Investments and Indexed Strategies at Invesco Ltd., a global investment
management company and affiliate of the Managing Owner, since 2015. In that
role, he was responsible for oversight of all portfolio management activities of
ETFs, as well as providing support to the US ETF Board, serving as a global ETF
expert/resource and providing day-to-day support. In addition, he was a team
leader for Invesco’s unit investment trusts. Mr. Hartigan earned a BA degree
from the University of St. Thomas in Minnesota and an MBA in finance from DePaul
University. He is a Chartered Financial Analyst® (CFA) charterholder and a
member of the CFA Society of Chicago.
Peter
Hubbard
(45) joined the Managing Owner in May 2005 as a portfolio manager and has been
Vice President, Director of Portfolio Management since September 2012. In his
role, Mr. Hubbard manages a team of eight portfolio managers. His
responsibilities include facilitating all portfolio management processes
associated with more than 200 equity and fixed income Invesco Funds listed in
the United States, Canada and Europe. He is a graduate of Wheaton College with a
B.A. degree in Business & Economics. Mr. Hubbard was listed as a principal
and registered as an associated person of the Managing Owner on November 15,
2012 and January 1, 2013, respectively. Mr. Hubbard was registered as a swap
associated person of the Managing Owner effective as of September 8,
2015.
Jordan
Krugman(48)
is Chief Financial Officer of the Americas for Invesco Ltd., a global investment
management company affiliated with the Managing Owner. He was appointed to this
position in October 2020. In this capacity, Mr. Krugman is responsible for
general management support, in addition to executing on various strategic
initiatives and overseeing the financial framework for the business units
operating within the Americas division of Invesco Ltd. He has also served as a
Member of the Board of Managers of the Managing Owner since October 2020. From
March 2019 to October 2020, Mr. Krugman served as the Global Head of Financial
Planning and Analysis at Invesco Ltd. In this role, he was responsible for
overseeing Invesco’s forecasting, budgeting strategic planning and financial
target setting processes, including analytics and decision support for Invesco
Ltd’s executive team. From March 2017 to March 2019, Mr. Krugman served as
Invesco Ltd.’s Head of Finance & Corporate Strategy, North America. In this
role, Mr. Krugman was responsible for strategic and financial planning for
Invesco Ltd.’s global investments organization including global real estate,
private equity and global fixed income. Prior to that, Mr. Krugman was Invesco
Ltd.’s Treasurer and Head of Investor Relations from May 2011 to March 2017. In
this role, he was responsible for management of Invesco Ltd.’s liquidity
and
capital
management programs. Additionally, Mr. Krugman managed the communication with
Invesco Ltd.’s external stakeholders including equity shareholders, debt
investors, rating agencies, and research analysts. Mr. Krugman earned a BA
degree in American civilizations, with a US history concentration, from
Middlebury College in Vermont in 1999, and earned an MBA from Santa Clara
University in California in 2007. He is a Certified Treasury Professional (CTP).
Mr. Krugman was listed as a principal of the Managing Owner on November 12,
2020.
Terry
Gibson Vacheron
CPA (61) is the Chief Accounting Officer (since April 2022) and Head of Global
Tax (since November 2020) at Invesco Ltd. In this role, she leads the company’s
financial reporting, accounting, corporate tax, payroll, and SOX functions. Ms.
Vacheron also serves as the Chief Financial Officer (since June 2022) of the
Managing Owner and Invesco Advisers Inc. where she is responsible for overseeing
all aspect of the companies’ financial operations, including financial reporting
and accounting. Ms. Vacheron joined Invesco in November 2020 following a brief
break while between roles in October 2020. Prior to joining the firm, she was
with SunTrust Bank (and later Truist Bank, which was formed in 2019 following
the merger of BB&T and SunTrust) from October 2009 until September 2020,
where she served as the Chief Tax Officer. Ms. Vacheron directed the full
spectrum of corporate tax matters and led the tax merger integration effort for
the BBT and SunTrust merger. In an overlapping role as the Corporate Functions
Risk Officer at SunTrust Bank from March 2013 to December 2019, she built and
led multiple corporate risk programs to identify and manage risk while
maintaining her Chief Tax Officer responsibilities. During her tenure, she
oversaw the implementation of stronger guidelines and accountability for risk
programs, including SOX, third-party risk management, and operational risk
oversight. Ms. Vacheron earned a BS degree in accounting from the University of
Tennessee. She is a Certified Public Accountant (CPA). Ms. Vacheron served on
the board of the United Way of Greater Atlanta from 2013 to 2020. She served as
a member of the United Way’s Community Engagement Council and is currently on
the United Way’s Finance Committee. Ms. Vacheron was listed as a principal of
the Managing Owner and Invesco Advisers Inc., a registered investment adviser
affiliated with the Managing Owner, on June 29, 2022.
Kelli
Gallegos(55)
has been Principal Financial and Accounting Officer – Investment Pools for the
Managing Owner since September 2018. Additionally, since September 2018, Ms.
Gallegos has been Principal Financial and Accounting Officer – Investment Pools
of Invesco Specialized Products, LLC (sponsor to a suite of currency
exchange-traded funds, “ISP”), Head of North America Fund Reporting of Invesco,
Ltd. (a global investment management company), and Vice President and Treasurer
of Invesco Exchange Traded Fund Trust, Invesco Exchange-Traded Fund Trust II,
Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust, and Invesco Exchange-Traded Self-Indexed Fund Trusts (each a
registered investment company offering series of exchange-traded funds, the
“Invesco ETFs”). She also serves as Vice President (since March 2016), Principal
Financial Officer (since March 2016) and Assistant Treasurer (since December
2008) for a suite of mutual funds advised by Invesco Advisers, Inc., a
registered investment adviser (the “Invesco Funds”). In her roles with the
Managing Owner, ISP, Invesco, the Invesco ETFs and the Invesco Funds, Ms.
Gallegos has financial and administrative oversight responsibilities for, and
serves as Principal Financial Officer of the Invesco ETFs, the Trust, the Funds
and the exchange-traded funds for which ISP serves as sponsor (the
“CurrencyShares Trusts”). Previously, she was Director of Fund Financial
Services from December 2008 to September 2018, Assistant Treasurer for the
Managing Owner from January 2013 to September 2018, Assistant Treasurer of ISP
from April 2018 to September 2018, Assistant Treasurer for the Invesco ETFs from
September 2014 to September 2018 and Assistant Vice President for the Invesco
Funds from December 2008 to March 2016. In such roles, Ms. Gallegos managed the
group of personnel responsible for the preparation of fund financial statements
and other information necessary for shareholder reports, fund prospectuses,
regulatory filings, and for the coordination and oversight of third-party
service providers of the Fund, the Invesco ETFs, the Invesco Funds, and the
CurrencyShares Trusts. Ms. Gallegos earned a BBA in accounting from Harding
University in Searcy, AR. Ms. Gallegos was listed as a principal of the Managing
Owner on September 25, 2018.
Melanie
H. Zimdars(49)
has been Chief Compliance Officer of the Managing Owner since November 2017. In
this role she is responsible for all aspects of regulatory compliance for the
Managing Owner. Ms. Zimdars has also served as Chief Compliance Officer of
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II,
Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded
Commodity Fund Trust since November 2017. From September 2009 to October 2017,
she served as Vice President and Deputy Chief Compliance Officer at ALPS
Holdings, Inc. where she was Chief Compliance Officer for six different mutual
fund complexes, including active and passive ETFs and open-end and closed-end
funds. Through its subsidiary companies, ALPS Holdings, Inc. is a provider of
investment products and customized servicing solutions to the financial services
industry. Ms. Zimdars received a BS degree from the University of Wisconsin-La
Crosse. Ms. Zimdars was listed as a principal of the Managing Owner on February
1, 2018.
Melanie
Ringold (49)
has been a Member of the Board of Managers of the Managing Owner since July
2024. Ms. Ringold has also served as Head of Legal for the Americas at Invesco
Ltd., a global investment management company and affiliate of the Managing
Owner, since January 2023. In this role, she is responsible for overseeing legal
support for all of Invesco’s Americas business. Prior to her current position,
Ms. Ringold served as Assistant General Counsel from March 2011 until January
2023, where she was responsible for overseeing legal support for the investments
organization and co-chairing the firm’s US Regulatory Change Committee. Ms.
Ringold earned a JD from the University of Houston Law Center and a BA degree in
political science from the University of Michigan. Ms. Ringold was listed as a
principal of the Managing Owner on July 31, 2024.
David
Hemming
(44) joined the Managing Owner in September 2016 as a Senior Portfolio Manager
and has been Head of Alternatives Portfolio Management since November 2020, and
a Vice President of the Managing Owner since November 2024. In these roles, Mr.
Hemming manages a team of two other portfolio managers and is responsible for
portfolio management processes for over 20 commodity and alternatives-based
registered investment companies and other pooled investment vehicles managed by
the Managing Owner. He is a graduate of University of St. Andrews (Scotland),
with an MA (honours) in Economics and International relations, and City
University Business School, with a MSc in Investment Management. Mr. Hemming was
listed as a principal of the Managing Owner on November 6, 2024, and he was
registered as associated person and swap associated person the Managing Owner on
April 19, 2017, and April 26, 2017, respectively.
Invesco
Group Services Inc.,
which is a wholly owned, indirect subsidiary of Invesco Ltd., has been a
principal of the Managing Owner since September 27, 2018 and has periodically
been listed with NFA as a principal of other NFA members since May 17,
1990.
Code
of Ethics
The
Fund has no officers or employees and is managed by Invesco Capital Management
LLC. Invesco Capital Management LLC has adopted a code of ethics which applies
to all of its employees and is available on request, free of charge, by calling
1-800-983-0903 Monday through Friday, 8:00 a.m. to 5:00 p.m. Central
Time.
Insider
Trading Policy
The
Managing Owner has adopted
an Insider Trading Policy, which applies to all of its employees and itself. The
Insider Trading Policy operates in concert with the Code of Ethics and Personal
Trading Policy for North America (collectively, the “Trading Policies”). The
Managing Owner believes that the Trading Policies are reasonably designed to
promote compliance with insider trading laws, rules and regulations with respect
to the purchase, sale and/or other dispositions of securities, including Shares
of the Fund, as well as the applicable rules and regulations of the Exchange. A
copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual
Report on Form 10-K.
ITEM
11. EXECUTIVE COMPENSATION
The
Fund has no employees, officers or directors. The Managing Owner receives a
monthly Management Fee of 1/12th of 0.85% per annum of the daily NAV of the Fund
at the end of each month.
For
the year ended December 31, 2025, the Fund incurred Management Fees of
$6,845,469 of which $6,358,159 had been paid at December 31, 2025. Management
Fees of $487,310 were unpaid at December 31, 2025 and are reported as a
liability on the Statements of Financial Condition.
For
the year ended December 31, 2025, the Fund incurred brokerage commissions of
$372,021 of which $372,021 had been paid at December 31, 2025. There were no
unpaid brokerage commissions at December 31, 2025.
For
the year ended December 31, 2024, the Fund incurred Management Fees of
$6,272,247 of which $5,743,314 had been paid at December 31, 2024. Management
Fees of $528,933 were unpaid at December 31, 2024 and are reported as a
liability on the Statements of Financial Condition.
For
the year ended December 31, 2024, the Fund incurred brokerage commissions of
$380,564 of which $376,300 had been paid at December 31, 2024. Brokerage
commissions of $4,264 were unpaid at December 31, 2024 and are reported as a
liability on the Statements of Financial Condition.
For
the year ended December 31, 2023, the Fund incurred Management Fees of
$7,445,363 of which $6,924,770 had been paid at December 31, 2023. Management
Fees of $520,593 were unpaid at December 31, 2023 and are reported as a
liability on the Statements of Financial Condition.
For
the year ended December 31, 2023, the Fund incurred brokerage commissions of
$526,069 of which $523,396 had been paid at December 31, 2023. Brokerage
commissions of $2,673 were unpaid at December 31, 2023 and are reported as a
liability on the Statements of Financial Condition..
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
Fund has no officers or directors. The following table sets forth certain
information regarding beneficial ownership of the Fund’s General Shares and
Shares as of January 31, 2026, as known by management. No person is known by the
Managing Owner to own beneficially more than 5% of the outstanding Shares of
such class.
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Amount
and Nature of |
|
|
Percent |
|
Title
of Class |
|
Name
and Address of Beneficial Owner |
|
Beneficial
Ownership |
|
|
of
Class |
|
General
Shares |
|
Invesco
Capital Management LLC
3500
Lacey Road, Suite 700
Downers
Grove, Illinois 60515 |
|
40 |
|
|
100% |
|
Shares |
|
Directors
and Officers of Invesco Capital Management LLC as a group |
|
|
— |
|
|
Less
than 0.01% |
The
Fund has no securities authorized for issuance under equity compensation
plans.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
See
Item 11.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
and Non-Audit Fees
The
following table sets forth the fees for professional services rendered by
PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting
firm for the years ended December 31, 2025 and 2024.
|
|
|
|
|
|
|
|
| |
|
|
|
Fiscal
Years Ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
Audit
Fees |
|
$ |
90,710 |
|
|
$ |
88,930 |
|
|
Audit-Related
Fees (1) |
|
|
— |
|
|
|
10,250 |
|
|
Tax Fees
(2) |
|
|
419,205 |
|
|
|
514,603 |
|
|
All
Other Fees |
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
509,915 |
|
|
$ |
613,783 |
|
(1)
Audit-Related
Fees for fiscal year ended December 31, 2024 include fees billed for reviewing
regulatory filings.
(2)
Tax
Fees for the fiscal years ended December 31, 2025 and 2024 include fees billed
for preparing tax forms.
Approval
of Independent Registered Public Accounting Firm Services and Fees
The
Managing Owner approved all of the services provided by PricewaterhouseCoopers
LLP to the Fund described above. The Managing Owner pre-approved all audit and
allowed non-audit services of the Fund’s independent registered public
accounting firm, including all engagement fees and terms.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements
See
financial statements commencing on page 33
hereof.
(a)(2)
Financial Statement Schedules
No
financial statement schedules are filed herewith because (i) such schedules are
not required or (ii) the information required has been presented in the
aforementioned financial statements.
(a)(3)
Exhibits
The
following documents (unless otherwise indicated) are filed herewith and made a
part of this Annual Report:
|
|
| |
|
101 |
|
Interactive
data file pursuant to Rule 405 of Regulation S-T: (i) the Statements of
Financial Condition of Invesco DB Agriculture Fund— December 31, 2025 and
December 31, 2024, (ii) the Schedule of Investments of Invesco DB
Agriculture Fund—December 31, 2025, (iii) the Schedule of Investments of
Invesco DB Agriculture Fund—December 31, 2024, (iv) the Statements of
Income and Expenses of Invesco DB Agriculture Fund—Years Ended December
31, 2025, 2024 and 2023, (v) the Statement of Changes in Shareholders’
Equity of Invesco DB Agriculture Fund—Year Ended December 31, 2025, (vi)
the Statement of Changes in Shareholders’ Equity of Invesco DB Agriculture
Fund—Year Ended December 31, 2024, (vii) the Statement of Changes in
Shareholders’ Equity of Invesco DB Agriculture Fund— Year Ended December
31, 2023, (viii) the Statements of Cash Flows of Invesco DB Agriculture
Fund—Years Ended December 31, 2025, 2024 and 2023 and (ix) Notes to
Financial Statements of Invesco DB Agriculture Fund. |
|
101.INS |
|
Inline
XBRL Instance Document – The instance document does not appear in the
interactive data file because its XBRL tags are embedded within the Inline
XBRL document |
|
|
|
|
|
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema With Embedded Linkbase
Documents |
|
|
|
|
|
104 |
|
The
cover page of the Fund's Annual Report on Form 10-K for the year ended
December 31, 2025, formatted in Inline XBRL |
1.
Previously
filed as an exhibit to Form 8-K on February 25, 2015 and incorporated herein by
reference.
2.
Previously
filed as an exhibit to Form 8-K on June 20, 2016 and incorporated herein by
reference.
3.
Previously
filed as an exhibit to Form 8-K on June 4, 2018 and incorporated herein by
reference.
4.
Previously
filed as an exhibit to Form 10-Q on November 6, 2020 and incorporated herein by
reference.
5.
Previously
filed as an exhibit to Form 10-K on February 28, 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 Pre-Effective Amendment No. 2 to a Registration Statement
on Form S-1 on December 14, 2006 and incorporated herein by
reference.
9.
Previously
filed as an exhibit to Form 8-K on May 19, 2020 and incorporated herein by
reference.
10.
Previously
filed as an exhibit to Form 10-K on February 26, 2025 and incorporated herein by
reference
11.
Previously
filed as an exhibit to Form 10-K on February 23, 2024 and incorporated herein by
reference
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
| |
|
|
Invesco
DB Multi-Sector Commodity Trust on its own behalf and with respect to
Invesco DB Agriculture Fund |
|
|
|
|
|
By: |
Invesco
Capital Management LLC, |
|
|
|
its
Managing Owner |
|
|
|
|
|
Dated:
February 27, 2026 |
|
By: |
/S/
BRIAN HARTIGAN
|
|
|
|
Name: |
Brian
Hartigan |
|
|
|
Title: |
Principal
Executive Officer |
|
|
|
|
|
|
Dated:
February 27, 2026 |
|
By: |
/S/ KELLI
GALLEGOS
|
|
|
|
Name: |
Kelli
Gallegos |
|
|
|
Title: |
Principal
Financial and Accounting Officer, Investment Pools |
|
|
|
|
|
|
|
|
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on
behalf
of the registrant and in the capacities* and on the dates indicated.
|
|
| |
|
Signature
|
Capacity*
|
Date
|
|
|
|
|
|
|
|
|
|
/s/
JORDAN KRUGMAN
Jordan
Krugman |
Manager |
February
27, 2026 |
|
|
|
|
|
/s/
Melanie
Ringold
Melanie
Ringold |
Manager |
February
27, 2026 |
*
The registrant is a trust and the persons are signing in their capacities as
officers or directors of Invesco Capital Management LLC, the Managing Owner of
the registrant.